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Form 8-K

sec.gov

8-K — TREACE MEDICAL CONCEPTS, INC.

Accession: 0001630627-26-000017

Filed: 2026-08-07

Period: 2026-08-07

CIK: 0001630627

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tmci-20260807.htm (Primary)

EX-99.1 (tmci-ex99_1.htm)

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8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 7, 2026

TREACE MEDICAL CONCEPTS, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40355

47-1052611

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

100 Palmetto Park Place

Ponte Vedra, Florida 32081

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (904) 373-5940

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value per share

TMCI

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 7, 2026, Treace Medical Concepts, Inc. (the “Company”) issued a press release regarding its financial results for the quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

This information furnished under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

99.1

Press Release of Treace Medical Concepts, Inc. issued on August 7, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Treace Medical Concepts, Inc.

Date: August 7, 2026

By:

/s/ Mark L. Hair

Name:

Mark L. Hair

Title:

Chief Financial Officer

EX-99.1

EX-99.1

Filename: tmci-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Treace Medical Concepts Reports Second Quarter 2026 Financial Results

PONTE VEDRA, Fla. – August 7, 2026 – Treace Medical Concepts, Inc. ("Treace" or the "Company") (NasdaqGS: TMCI), a medical technology company driving a fundamental shift in the surgical treatment of bunions and related deformities, today reported financial results for the second quarter ended June 30, 2026.

Recent Highlights

Generated revenue of $45.4 million in the second quarter 2026 compared to $47.4 million in the same period in 2025.

Reported second quarter 2026 net loss of $(15.9) million and adjusted EBITDA of $(3.5) million in the second quarter 2026.

Reduced year-to-date cash usage by 57% or $3.6 million when compared to the same period in 2025. Cash, cash equivalents, and marketable securities totaled $45.6 million as of June 30, 2026.

Initiated limited market release of SuperBite™ Compression Screw System and completed the first surgical case with HyperPlate™ XM Dynamic Compression Locking Implant System.

Increased adoption of expanded bunion portfolio with approximately 40% of Lapiplasty® surgeon users incorporating one or more of its three new bunion systems launched in the third quarter 2025 from 35% in the first quarter of 2026.

"We are pleased with our second quarter results which were driven by accelerating year-over-year case volumes and market share gains resulting from increasing surgeon adoption of our comprehensive bunion portfolio as well as our expanding line of new technologies - now providing us access to a broader range of procedures throughout the foot & ankle," said John T. Treace, CEO and Chairman of Treace Medical.

"We continue to focus on investing in growth initiatives to leverage our expanded portfolio, while driving profitability, positioning us for stronger growth in the second half of the year."

Second Quarter 2026 Financial Results

Revenue for the second quarter of 2026 was $45.4 million, representing a decrease of 4% compared to $47.4 million in the second quarter of 2025, and a sequential improvement in year-over-year growth rate.

Gross profit for the second quarter of 2026 was $35.6 million compared to $37.8 million in the second quarter of 2025. Gross margin was 78.5% in the second quarter of 2026, compared to 79.7% in the second quarter of 2025.

Total operating expenses decreased 8% to $50.6 million in the second quarter of 2026 and decreased by $4.2 million compared to total operating expenses of $54.7 million in the second quarter of 2025, primarily driven by targeted expense reduction initiatives across the organization.

Second quarter 2026 net loss was $(15.9) million, or $(0.24) per share, compared to $(17.4) million, or $(0.28) per share, for the same period in 2025. Adjusted EBITDA was $(3.5) million in the second quarter of 2026 compared to $(3.6) million for the same period in 2025. The financial tables and description below provide additional information and a reconciliation of non-GAAP financial information.

Page | 1

Year-to-date cash usage was reduced by 57% or $3.6 million when compared to the same period in 2025. Cash, cash equivalents, and marketable securities totaled $45.6 million as of June 30, 2026. The Company’s existing credit facility provides an additional $115 million of liquidity subject to certain conditions.

2026 Financial Outlook

The Company is raising its full-year 2026 revenue guidance to be in the range of $204 million to $212 million, representing a decline of 4% to 0% compared to full-year 2025. This compares to previous revenue guidance of $202 million to $212 million.

The Company is updating its expectation of a loss in Adjusted EBITDA in the range of $3.0 million to $5.0 million for full year 2026, as compared to previous guidance of a loss in the range of $4.0 million to $6.0 million. The Company reported a loss of $3.9 million in the full-year 2025.*

The Company reiterates its expectation for a reduction in cash usage of approximately 50% for full-year 2026 as compared to the full year 2025.

The Company’s full-year 2026 guidance assumes continued case volume growth and improving year-over-year growth rates for the second half of the year as headwinds are annualized.

Webcast and Conference Call Details

Treace will host a conference call today, August 7, 2026, at 8:00 a.m. ET to discuss its second quarter 2026 financial results. Investors interested in listening to the conference call may do so by registering. The live webcast of the conference call will be available on the Investor Relations section of the Company’s website at investors.treace.com. The webcast will be archived on the website following the completion of the call.

Use of Non-GAAP Financial Measures

To supplement the financial results presented in accordance with GAAP, this earnings release presents Adjusted EBITDA, which the Company defines as net loss before depreciation and amortization expense, interest income, interest expense, taxes, share-based compensation expense, acquisition-related costs, restructuring costs, customer credit loss, litigation costs, and debt extinguishment loss. Non-GAAP financial measures such as Adjusted EBITDA are presented in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Management uses non-GAAP financial measures to evaluate the Company’s operating performance and trends, as well as for making planning decisions. The Company believes that Adjusted EBITDA helps to identify underlying trends in the Company’s business that may otherwise be masked by the effect of the income and expenses and other items that it excludes in its calculation of Adjusted EBITDA. Accordingly, the Company believes this non-GAAP financial measure provides useful information to investors and others in understanding and evaluating the Company’s operating results, enhancing the overall understanding of its past performance and future prospects, and allowing for greater transparency with respect to key financial metrics used by the Company’s management in their financial and operational decision-making. The Company also presents this non-GAAP financial measure because it believes investors, analysts and rating agencies consider it to be a useful metric in measuring the Company’s performance against other companies and its ability to meet its debt service obligations.

There are limitations related to the use of non-GAAP financial measures such as Adjusted EBITDA because they are not prepared in accordance with GAAP, may exclude significant income and expenses required by GAAP to be recognized in the Company’s financial statements, and may not be comparable to non-GAAP financial measures used by other companies. The Company encourages investors to carefully consider its results under GAAP, as well as its supplemental non-GAAP information and the reconciliation between these presentations, to more fully understand its business. A reconciliation between GAAP and non-GAAP results is presented below.

Page | 2

*A reconciliation of Adjusted EBITDA to GAAP net loss on a forward-looking basis is not available without unreasonable efforts due to the high variability, complexity and low visibility with respect to the items excluded from this non-GAAP measure.

Forward-Looking Statements

This press release and statements made during the Company’s earnings call contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements, including, but not limited to, the Company’s: 2026 full-year guidance; anticipated liquidity; 2026 Adjusted EBITDA guidance; expected 2026 cash usage decrease; anticipated return to stronger growth in the second half of the year; anticipated continued case volume growth; expected increase in product adoptions, portfolio utilization and market share; continued execution of commercial and other strategic initiatives; ability to effectively respond to and mitigate the impact of challenges in the current market environment, including in response to increased competition, evolving surgeon and patient preferences for minimally invasive bunion solutions, changes in tariffs and trade policies, protracted government shutdowns, and lower patient demand for elective bunion surgery due to macroeconomic uncertainty and soft consumer sentiment; anticipated future product launches and the timing of such product launches; ability to increase procedure volumes, expand surgeon relationships and utilization rate, and increase procedure penetration and market share; ability to protect and enforce its intellectual property rights, including through its patent infringement and unfair competition suits; success in defending against securities class actions and infringement of its intellectual property by third parties, including its competitors; expected seasonality; ability to leverage investments in its commercial organization and control costs in its organizational structure; anticipated expansion of clinical evidence; the amount and timing of orders for our products from stocking distributors and other customers; and anticipated pace of growth in the foot and ankle market. Forward-looking statements are based on management’s current assumptions and expectations of future events and trends, which affect or may affect the Company’s business, strategy, operations or financial performance, and actual results and other events may differ materially from those expressed or implied in such statements due to numerous risks and uncertainties. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Factors that could cause actual results or other events to differ materially from those contemplated in this press release can be found in the Risk Factors section of Treace’s public filings with the Securities and Exchange Commission (SEC), including its Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 27, 2026. Because forward-looking statements are inherently subject to risks and uncertainties, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements speak only as of their date and, except to the extent required by law, the Company undertakes no obligation to update these statements, whether as a result of any new information, future developments or otherwise. The Company’s results for the quarter ended June 30, 2026 are not necessarily indicative of its operating results for any future periods.

Internet Posting of Information

Treace routinely posts information that may be important to investors in the “Investor Relations” section of its website at www.treace.com. The Company encourages investors and potential investors to consult the Treace website regularly for important information about Treace.

About Treace Medical Concepts

Treace Medical Concepts, Inc. is a medical technology company with the goal of being the recognized leader in the surgical treatment of bunions and related deformities. Bunions are complex 3-dimensional deformities that originate from an unstable joint in the middle of the foot and affect approximately 67 million Americans, of which Treace estimates 1.1 million are annual surgical candidates. Treace has pioneered and patented the Lapiplasty® 3D Bunion Correction® System – a combination of instruments, implants, and surgical methods designed to surgically correct all three planes of the bunion deformity and secure the unstable joint, addressing the root cause of the bunion and helping patients get back to their active lifestyles. To further support the needs of surgeons and bunion patients, Treace offers its Adductoplasty® Midfoot Correction System, designed for reproducible surgical correction of midfoot deformities, two systems for

Page | 3

minimally invasive osteotomy procedures, namely the Nanoplasty® 3D Minimally Invasive Bunion Correction System and the Percuplasty® Percutaneous 3D Bunion Correction System, and the SpeedMTP® MTP Fusion System. Treace continues to expand its footprint in the marketplace by extending its SpeedPlate® rapid compression implant platform to new applications, providing surgeons with advanced digital solutions with its IntelliGuide® patient specific, pre-op planning and cut guide technology, and offering SuperBite™ fully-threaded compression screws for use in fusions throughout the foot. For more information, please visit www.treace.com.

To learn more about Treace, connect with us on LinkedIn, X, Facebook and Instagram.

Contacts:

Treace Medical Concepts

Mark L. Hair

Chief Financial Officer

mhair@treace.net

(904) 373-5940

Investors:

Gilmartin Group

Philip Trip Taylor

IR@treace.net

Page | 4

Treace Medical Concepts, Inc.

Statements of Operations and Comprehensive Loss

(in thousands, except share and per share amounts)

(unaudited)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Revenue

$

45,376

$

47,387

$

92,574

$

99,957

Cost of goods sold

9,769

9,635

19,560

20,312

Gross profit

35,607

37,752

73,014

79,645

Operating expenses

Sales and marketing

30,940

33,084

64,715

69,206

Research and development

4,376

5,498

8,998

11,060

General and administrative

15,249

16,144

31,426

31,935

Total operating expenses

50,565

54,726

105,139

112,201

Loss from operations

(14,958

)

(16,974

)

(32,125

)

(32,556

)

Interest income

445

775

946

1,616

Interest expense

(1,562

)

(1,321

)

(3,132

)

(2,632

)

Other income, net

202

122

477

252

Other non-operating income (expense), net

(915

)

(424

)

(1,709

)

(764

)

Net loss

$

(15,873

)

$

(17,398

)

$

(33,834

)

$

(33,320

)

Other comprehensive income (loss)

Unrealized gain (loss) on marketable securities

(26

)

(7

)

(124

)

(47

)

Comprehensive loss

$

(15,899

)

$

(17,405

)

$

(33,958

)

$

(33,367

)

Net loss per share, basic and diluted

$

(0.24

)

$

(0.28

)

$

(0.52

)

$

(0.53

)

Weighted-average shares used in computing net loss per share, basic and diluted

65,049,844

63,006,891

64,822,526

62,843,337

Page | 5

Treace Medical Concepts, Inc.

Balance Sheets

(in thousands, except share and per share amounts)

(unaudited)

June 30,

December 31,

2026

2025

Assets

Current assets

Cash and cash equivalents

$

12,610

$

10,708

Marketable securities, short-term

33,009

37,659

Accounts receivable, net of allowance for credit losses of $1,597 and $1,824 as of June 30, 2026 and December 31, 2025, respectively

28,732

42,155

Inventories

39,542

36,031

Prepaid expenses and other current assets

6,561

5,501

Total current assets

120,454

132,054

Property and equipment, net

32,496

29,752

Intangible assets, net of accumulated amortization of $2,850 and $2,375 as of June 30, 2026 and December 31, 2025, respectively

6,650

7,125

Goodwill

12,815

12,815

Operating lease right-of-use assets

7,139

7,614

Other non-current assets, net of allowance for credit losses of $35 and $69 as of June 30, 2026 and December 31, 2025, respectively

1,501

1,221

Total assets

$

181,055

$

190,581

Liabilities and Stockholders’ Equity

Current liabilities

Accounts payable

$

16,061

$

6,726

Accrued liabilities

6,281

5,784

Accrued commissions

6,740

9,365

Accrued compensation

8,087

6,331

Other liabilities

4,327

2,429

Total current liabilities

41,496

30,635

Long-term debt, net

56,042

55,583

Operating lease liabilities, net of current portion

13,091

13,982

Other long-term liabilities

2,689

3,049

Total liabilities

113,318

103,249

Stockholders’ equity

Preferred stock, $0.001 par value, 5,000,000 shares authorized as of June 30, 2026 and December 31, 2025; 0 shares issued as of June 30, 2026 and December 31, 2025

Common stock, $0.001 par value, 300,000,000 shares authorized; 65,236,297 and 64,029,378 shares issued as of June 30, 2026 and December 31, 2025, respectively

65

64

Additional paid-in capital

351,966

337,371

Accumulated deficit

(282,826

)

(248,992

)

Accumulated other comprehensive income (loss)

(52

)

72

Treasury stock, at cost; 259,673 and 165,513 shares as of June 30, 2026 and December 31, 2025, respectively

(1,416

)

(1,183

)

Total stockholders’ equity

67,737

87,332

Total liabilities and stockholders’ equity

$

181,055

$

190,581

Page | 6

Treace Medical Concepts, Inc.

Statements of Cash Flows

(in thousands)

(unaudited)

Six Months Ended June 30,

2026

2025

Cash flows from operating activities

Net loss

$

(33,834

)

$

(33,320

)

Adjustments to reconcile net loss to net cash provided by (used in) operating

activities

Depreciation and amortization expense

2,787

5,037

Provision for allowance for credit losses

243

581

Share-based compensation expense

14,497

18,270

Non-cash lease expense

1,103

1,133

Amortization of debt issuance costs

505

148

Amortization (accretion) of premium (discount) on marketable securities, net

11

(114

)

Other, net

1,383

219

Net changes in operating assets and liabilities, net of acquisitions

Accounts receivable

13,180

9,985

Inventory

(3,511

)

(3,142

)

Prepaid expenses and other assets

(1,060

)

84

Other non-current assets

(320

)

(365

)

Operating lease liabilities

(1,683

)

(1,553

)

Accounts payable

9,335

9,437

Accrued liabilities

(372

)

(5,309

)

Other, net

278

57

Net cash provided by (used in) operating activities

2,542

1,148

Cash flows from investing activities

Purchases of available-for-sale marketable securities

(18,669

)

(30,249

)

Sales and maturities of available-for-sale marketable securities

23,184

33,408

Purchases of property and equipment

(5,263

)

(8,310

)

Net cash provided by (used in) investing activities

(748

)

(5,151

)

Cash flows from financing activities

Proceeds from insurance premium financing

983

983

Debt issuance costs

(6

)

Payments on insurance premium financing

(735

)

(98

)

Proceeds from exercise of employee stock options

99

235

Taxes from withheld shares

(233

)

(415

)

Net cash provided by (used in) financing activities

108

705

Net increase (decrease) in cash and cash equivalents

1,902

(3,298

)

Cash and cash equivalents at beginning of period

10,708

11,350

Cash and cash equivalents at end of period

$

12,610

$

8,052

Supplemental disclosure of cash flow information

Cash paid for interest

$

2,193

$

2,495

Noncash investing activities

Unrealized (gains) losses, net on marketable securities

$

124

$

47

Noncash financing activities

Legal cost financing

$

1,176

$

228

Page | 7

Treace Medical Concepts, Inc.

Reconciliation of GAAP Net Loss to EBITDA & Adjusted EBITDA

(in thousands)

(unaudited)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Net loss

$

(15,873

)

$

(17,398

)

$

(33,834

)

$

(33,320

)

Adjustments:

Interest income

(445

)

(775

)

(946

)

(1,616

)

Interest expense

1,562

1,321

3,132

2,632

Taxes

Depreciation & Amortization

1,888

2,576

2,787

5,037

EBITDA

$

(12,868

)

$

(14,276

)

$

(28,861

)

$

(27,267

)

Share-based compensation expense

6,463

9,577

14,497

18,270

Restructuring costs1

805

1,009

Litigation costs2

2,052

1,055

4,322

1,510

Adjusted EBITDA

$

(3,548

)

$

(3,644

)

$

(9,033

)

$

(7,487

)

1 Restructuring charges primarily related to severance payments and other post-employment benefits.

2 Litigation costs related to intellectual property lawsuits.

Page | 8

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

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dei_EntityFileNumber

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Data Type:

dei:fileNumberItemType

Balance Type:

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Period Type:

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

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Namespace Prefix:

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Data Type:

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Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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dei_PreCommencementTenderOffer

Namespace Prefix:

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Data Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Data Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

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Period Type:

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X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

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Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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