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Form 8-K

sec.gov

8-K — APPFOLIO INC

Accession: 0001433195-26-000062

Filed: 2026-10-22

Period: 2026-10-22

CIK: 0001433195

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — appf-20261022.htm (Primary)

EX-99.1 (appfq32026exhibit991.htm)

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8-K

8-K (Primary)

Filename: appf-20261022.htm · Sequence: 1

appf-20261022

0001433195false00014331952026-07-232026-07-23

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): October 22, 2026

AppFolio, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-37468 26-0359894

(Commission File Number) (IRS Employer Identification Number)

70 Castilian Drive

Santa Barbara, CA 93117

(Address of principal executive offices)

Registrant’s telephone number, including area code: (805) 364-6093

N/A

(Former name or former address, if changed since last report)

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 Name of each exchange on which registered

Class A Common Stock, $0.0001 par value APPF NASDAQ Global 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 October 22, 2026, AppFolio, Inc. (the "Company") issued a press release announcing its financial results for its third quarter ended September 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1.

The information contained in this Item 2.02, including the press release attached hereto as Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that Section. Such information shall not be deemed to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as otherwise expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number

Description

99.1

Press release issued on October 22, 2026, announcing AppFolio, Inc.'s financial results for its third quarter ended September 30, 2026

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

SIGNATURE

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

Date:

October 22, 2026 AppFolio, Inc.

By: /s/ Tim Eaton

Name: Tim Eaton

Title: Chief Financial Officer

EX-99.1

EX-99.1

Filename: appfq32026exhibit991.htm · Sequence: 2

Document

AppFolio, Inc. Announces Third Quarter 2026 Financial Results

Consistency Continues with 19% Revenue Growth and Expanding Profitability

SANTA BARBARA, Calif., October 22, 2026 -- AppFolio, Inc. (NASDAQ: APPF) ("AppFolio" or the "Company"), a technology leader powering the future of the real estate industry, today announced its financial results for the third quarter ended September 30, 2026.

“Q3 reflects the strength and durability of our business, as new and existing customers continue to adopt our performance platform," said Shane Trigg, Chairman and CEO. "The promise of Real Estate Performance Management is helping create a future of winning with our customers, turning performance into a competitive advantage that compounds over time."

Financial Highlights for Third Quarter of 2026

•Revenue grew 19% year-over-year to $296 million.

•Total units under management grew 8% year-over-year to 9.8 million.

•GAAP operating income grew 64% to $57 million, or 19.4% of revenue, compared to $35 million, or 14.1% of revenue in Q3 2025.

•Non-GAAP operating income grew 38% to $81 million, or 27.3% of revenue, compared to $59 million, or 23.5% of revenue in Q3 2025.

•Net cash provided by operating activities was $97 million, or 32.7% of revenue, compared to $86 million, or 34.5% of revenue in Q3 2025.

Financial Outlook

Based on information available as of October 22, 2026, AppFolio's outlook for fiscal year 2026 follows:

•Full year revenue range is increasing to $1.122 - $1.127 billion.

•Full year non-GAAP operating margin range as a percentage of revenue is now 26.5% - 27.5%.

•Diluted weighted average shares outstanding are expected to be approximately 36 million for the full year.

Conference Call Information

As previously announced, the Company will host a conference call today, October 22, 2026, at 2:00 p.m. Pacific Time (PT), 5:00 p.m. Eastern Time (ET), to discuss the Company’s third quarter financial results. A live webcast of the call will be available at: https://edge.media-server.com/mmc/p/jcjgqabv. To access the call by phone, please go to the following link: https://register-conf.media-server.com/register/BI59a3520d44444834b693d21914243efb, and you will be provided with dial-in details. A replay of the webcast will also be available for a limited time on AppFolio’s Investor Relations website at https://ir.appfolioinc.com/news-events/events.

The Company also provides announcements regarding its financial results and other matters, including SEC filings, investor events, and press releases, on its Investor Relations website at https://ir.appfolioinc.com/, as a means of disclosing material nonpublic information and for complying with AppFolio's disclosure obligations under Regulation FD.

About AppFolio

AppFolio is a technology leader powering the future of the real estate industry. Our innovative platform and trusted partnership enable our customers to connect communities, increase operational efficiency, and grow their business. For more information about AppFolio, visit ir.appfolioinc.com.

Investor Relations Contact:

Lori Barker

ir@appfolio.com

Use of Non-GAAP Financial Measures

Reconciliations of current and historical non-GAAP financial measures to AppFolio’s financial results as determined in accordance with GAAP are included at the end of this press release following the accompanying financial data. For a description of these non-GAAP financial measures, including the reasons management uses each measure, please see the section of the tables entitled “Statement Regarding the Use of Non-GAAP Financial Measures.”

AppFolio is unable, at this time, to provide GAAP equivalent guidance measures on a forward-looking basis for non-GAAP operating margin because certain items that impact this measure are uncertain, out of our control, or cannot be reasonably predicted, such as charges related to stock-based compensation expense. The effect of these excluded items may be significant.

Forward-Looking Statements

This press release contains “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, which statements are subject to considerable risks and uncertainties. Forward-looking statements include all statements that are not statements of historical fact contained in this press release, and can be identified by words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “future’” “predicts, “projects,” “target,” “seeks,” “contemplates,” “should,” “will,” “would” or similar expressions and the negatives of those expressions. In particular, forward-looking statements contained in this press release relate to future operating results and financial position, including the Company's fiscal year 2026 financial outlook, anticipated future expenses and investments, the Company's business opportunities, the impact of the Company's strategic actions and initiatives, the potential benefits and effect of AI and its impact on the Company’s plans, objectives, expectations and capabilities.

Forward-looking statements represent AppFolio's current beliefs and expectations based on information currently available and speak only as of the date the statement is made. Forward-looking statements are subject to numerous known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. The risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements to materially differ from those expressed or implied by these forward-looking statements include those risks, uncertainties and other factors described in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 5, 2026, as such risk factors may be updated from time to time in our subsequent filings with the SEC, and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recently filed Annual Report on Form 10-K or Quarterly Report on

Form 10-Q, as well as in the Company's other filings with the SEC. You should read this press release with the understanding that the Company's actual future results may be materially different from the results expressed or implied by these forward-looking statements.

The Company undertakes no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands)

September 30,

2026 December 31,

2025

Assets

Current assets

Cash and cash equivalents $ 258,536  $ 106,967

Investment securities—current 48,740  144,256

Accounts receivable, net 52,535  36,873

Prepaid expenses and other current assets 47,561  65,218

Total current assets 407,372  353,314

Property and equipment, net 20,316  23,228

Operating lease right-of-use assets 14,227  15,924

Capitalized software development costs, net 11,122  11,324

Goodwill 96,410  96,410

Intangible assets, net 31,153  38,826

Deferred income taxes 32,210  58,823

Long-term investments 87,668  77,033

Other long-term assets 15,193  14,085

Total assets $ 715,671  $ 688,967

Liabilities and Stockholders’ Equity

Current liabilities

Accounts payable $ 5,656  $ 4,123

Accrued employee expenses 43,071  59,774

Accrued expenses 28,679  20,829

Other current liabilities 24,476  22,121

Total current liabilities 101,882  106,847

Operating lease liabilities 24,876  33,287

Other liabilities 6,399  6,254

Total liabilities 133,157  146,388

Stockholders’ equity 582,514  542,579

Total liabilities and stockholders’ equity $ 715,671  $ 688,967

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands, except per share amounts)

Three Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

Revenue(1)

$ 295,691  $ 249,353  $ 839,029  $ 702,630

Costs and operating expenses:

Cost of revenue (exclusive of depreciation and amortization)(2)

105,580  91,476  303,150  254,801

Sales and marketing(2)

48,623  35,912  130,068  103,745

Research and product development(2)

53,128  54,037  153,754  144,469

General and administrative(2)

25,953  27,446  75,920  72,733

Depreciation and amortization 4,996  5,436  15,001  17,541

Total costs and operating expenses 238,280  214,307  677,893  593,289

Income from operations 57,411  35,046  161,136  109,341

Other (loss) income, net (1) (4) 567  41

Interest income, net 2,204  1,690  5,423  6,109

Income before provision for income taxes 59,614  36,732  167,126  115,491

Provision for income taxes 13,636  3,086  37,180  14,482

Net income $ 45,978  $ 33,646  $ 129,946  $ 101,009

Net income per common share:

Basic $ 1.30  $ 0.94  $ 3.66  $ 2.80

Diluted $ 1.29  $ 0.93  $ 3.65  $ 2.78

Weighted average common shares outstanding

Basic 35,436  35,889  35,507  36,036

Diluted 35,578  36,259  35,616  36,368

(1) The following table presents our revenue categories:

Three Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

Subscription Services

$ 61,525  $ 53,752  $ 179,547  $ 155,738

Value Added Services 231,948  192,092  652,778  536,943

Other 2,218  3,509  6,704  9,949

Total revenue $ 295,691  $ 249,353  $ 839,029  $ 702,630

(2) Includes stock-based compensation expense as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

Costs and operating expenses:

Cost of revenue (exclusive of depreciation and amortization) $ 1,315  $ 1,241  $ 3,649  $ 3,947

Sales and marketing 3,586  3,443  10,559  9,336

Research and product development 8,839  9,076  25,639  24,182

General and administrative 6,860  7,033  19,213  17,998

Total stock-based compensation expense $ 20,600  $ 20,793  $ 59,060  $ 55,463

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

Three Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

Cash from operating activities

Net income $ 45,978  $ 33,646  $ 129,946  $ 101,009

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 4,996  5,436  15,001  17,541

Amortization of operating lease right-of-use assets 572  517  1,698  1,525

Gain on lease termination and modification (1,547) —  (1,547) —

Amortization of costs capitalized to obtain revenue contracts, net 3,428  2,768  9,896  8,187

Deferred income taxes 10,609  30,303  26,613  17,118

Stock-based compensation, including as amortized 20,600  20,793  59,060  55,463

Other 3  (233) (520) (1,281)

Changes in operating assets and liabilities:

Accounts receivable (2,094) (1,803) (16,012) (10,000)

Prepaid expenses and other assets 160  (4,251) (9,933) (15,677)

Accounts payable 881  894  1,534  1,746

Operating lease liabilities (4,941) (1,075) (7,325) (3,177)

Accrued expenses and other liabilities 18,121  (988) 10,257  4,661

Net cash provided by operating activities 96,766  86,007  218,668  177,115

Cash from investing activities

Purchases of available-for-sale investments (46,195) (102,541) (92,135) (166,575)

Proceeds from sales of available-for-sale investments —  —  140,154  202,662

Proceeds from maturities of available-for-sale investments 1,810  32,800  47,400  76,620

Purchases of property and equipment (14) (1,336) (242) (1,841)

Proceeds from sale of property and equipment 75  —  75  —

Capitalization of software development costs (983) (936) (3,537) (2,414)

Purchases of long-term investments —  —  (10,000) (75,000)

Cash paid in business acquisition, net of cash acquired —  —  —  (906)

Net cash (used in) provided by investing activities (45,307) (72,013) 81,715  32,546

Cash from financing activities

Proceeds from stock option exercises and the issuance of common stock under the Employee Stock Purchase Plan 1,084  953  2,082  1,081

Tax withholding for net share settlement (7,228) (12,332) (21,706) (31,430)

Purchase of common stock (4,180) —  (129,190) (145,723)

Net cash used in financing activities (10,324) (11,379) (148,814) (176,072)

Net increase in cash, cash equivalents and restricted cash 41,135  2,615  151,569  33,589

Cash, cash equivalents and restricted cash

Beginning of period 217,651  73,728  107,217  42,754

End of period $ 258,786  $ 76,343  $ 258,786  $ 76,343

RECONCILIATION FROM GAAP TO NON-GAAP RESULTS

(UNAUDITED)

(in thousands, except per share data)

Three Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

Costs and operating expenses:

GAAP cost of revenue (exclusive of depreciation and amortization) $ 105,580  $ 91,476  $ 303,150  $ 254,801

Stock-based compensation expense (1,315) (1,241) (3,649) (3,947)

Non-GAAP cost of revenue (exclusive of depreciation and amortization) $ 104,265  $ 90,235  $ 299,501  $ 250,854

GAAP cost of revenue (exclusive of depreciation and amortization) as a percentage of revenue 36  % 37  % 36  % 36  %

Non-GAAP cost of revenue (exclusive of depreciation and amortization) as a percentage of revenue 35  % 36  % 36  % 36  %

GAAP sales and marketing $ 48,623  $ 35,912  $ 130,068  $ 103,745

Stock-based compensation expense (3,586) (3,443) (10,559) (9,336)

Non-GAAP sales and marketing $ 45,037  $ 32,469  $ 119,509  $ 94,409

GAAP sales and marketing as a percentage of revenue 16  % 14  % 16  % 15  %

Non-GAAP sales and marketing as a percentage of revenue 15  % 13  % 14  % 13  %

GAAP research and product development $ 53,128  $ 54,037  $ 153,754  $ 144,469

Stock-based compensation expense (8,839) (9,076) (25,639) (24,182)

Non-GAAP research and product development $ 44,289  $ 44,961  $ 128,115  $ 120,287

GAAP research and product development as a percentage of revenue 18  % 22  % 18  % 21  %

Non-GAAP research and product development as a percentage of revenue 15  % 18  % 15  % 17  %

GAAP general and administrative $ 25,953  $ 27,446  $ 75,920  $ 72,733

Stock-based compensation expense (6,860) (7,033) (19,213) (17,998)

Non-GAAP general and administrative $ 19,093  $ 20,413  $ 56,707  $ 54,735

GAAP general and administrative as a percentage of revenue 9  % 11  % 9  % 10  %

Non-GAAP general and administrative as a percentage of revenue 6  % 8  % 7  % 8  %

GAAP depreciation and amortization $ 4,996  $ 5,436  $ 15,001  $ 17,541

Amortization of stock-based compensation capitalized in software development costs (153) (241) (634) (723)

Amortization of purchased intangibles (2,558) (2,558) (7,673) (7,673)

Non-GAAP depreciation and amortization $ 2,285  $ 2,637  $ 6,694  $ 9,145

GAAP depreciation and amortization as a percentage of revenue 2  % 2  % 2  % 2  %

Non-GAAP depreciation and amortization as a percentage of revenue 1  % 1  % 1  % 1  %

Three Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

Income from operations:

GAAP income from operations $ 57,411  $ 35,046  $ 161,136  $ 109,341

Stock-based compensation expense 20,600  20,793  59,060  55,463

Amortization of stock-based compensation capitalized in software development costs 153  241  634  723

Amortization of purchased intangibles 2,558  2,558  7,673  7,673

Non-GAAP income from operations $ 80,722  $ 58,638  $ 228,503  $ 173,200

Operating margin:

GAAP operating margin 19.4  % 14.1  % 19.2  % 15.6  %

Stock-based compensation expense as a percentage of revenue 7.0  8.3  7.0  7.9

Amortization of stock-based compensation capitalized in software development costs as a percentage of revenue —  0.1  0.1  0.1

Amortization of purchased intangibles as a percentage of revenue 0.9  1.0  0.9  1.1

Non-GAAP operating margin 27.3  % 23.5  % 27.2  % 24.7  %

Net income (loss):

GAAP net income $ 45,978  $ 33,646  $ 129,946  $ 101,009

Stock-based compensation expense 20,600  20,793  59,060  55,463

Amortization of stock-based compensation capitalized in software development costs 153  241  634  723

Amortization of purchased intangibles 2,558  2,558  7,673  7,673

Income tax effect of adjustments (4,608) (9,582) (14,408) (23,182)

Non-GAAP net income $ 64,681  $ 47,656  $ 182,905  $ 141,686

Net income per share, basic:

GAAP net income per share, basic $ 1.30  $ 0.94  $ 3.66  $ 2.80

Non-GAAP adjustments to net income 0.53  0.39  1.49  1.13

Non-GAAP net income per share, basic $ 1.83  $ 1.33  $ 5.15  $ 3.93

Net income per share, diluted:

GAAP net income per share, diluted $ 1.29  $ 0.93  $ 3.65  $ 2.78

Non-GAAP adjustments to net income 0.53  0.38  1.49  1.12

Non-GAAP net income per share, diluted $ 1.82  $ 1.31  $ 5.14  $ 3.90

Weighted-average shares used in GAAP and non-GAAP per share calculation

Basic 35,436  35,889  35,507  36,036

Diluted 35,578  36,259  35,616  36,368

Statement Regarding the Use of Non-GAAP Financial Measures

We use the following non-GAAP financial measures in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP.

•Non-GAAP presentation of income from operations, costs and operating expenses, operating margin, net income, and net income per share. These measures exclude certain non-cash or non-recurring items, including stock-based compensation expense, amortization of stock-based compensation capitalized in software development costs, amortization of purchased intangibles, and the related income tax effect of these adjustments, as applicable and described below. Non-GAAP operating margin is calculated as non-GAAP operating income from operations as a percentage of revenue.

We use each of these non-GAAP financial measures internally to assess and compare operating results across reporting periods, for internal budgeting and forecasting purposes, and to evaluate our financial performance. We believe these non-GAAP financial measures also provide useful supplemental information to investors and facilitate the analysis of our operating results and comparison of operating results across reporting periods.

In particular, we believe these non-GAAP financial measures are useful to investors and others in assessing our operating performance due to the following factors:

•Stock-based compensation expense and amortization of stock-based compensation capitalized in software development costs. We utilize stock-based compensation to attract and retain employees. It is principally aimed at aligning their interests with those of our stockholders while ensuring long-term retention, rather than to address operational performance for any particular period. As a result, stock-based compensation expenses vary for reasons that are generally unrelated to financial and operational performance in any particular period.

•Amortization of purchased intangibles. We view amortization of purchased intangible assets as items arising from pre-acquisition activities determined at the time of an acquisition. While these intangible assets are evaluated for impairment regularly, amortization of the cost of purchased intangibles is an expense that is not typically affected by operations during any particular period.

•Income tax effects of adjustments. We utilize a fixed long-term projected tax rate in our computation of non-GAAP income tax effects to provide better consistency across interim reporting periods. In projecting this long-term non-GAAP tax rate, we utilize a financial projection that excludes the direct impact of other non-GAAP adjustments. The projected rate, which we have determined to be 22% and 21% for 2026 and 2025, respectively, considers other factors such as our current operating structure, existing tax positions in various jurisdictions, and key legislation in major jurisdictions where we operate. We periodically re-evaluate this tax rate, as necessary, for significant events, based on relevant tax law changes, and material changes in the forecasted geographic earnings mix.

Our non-GAAP financial measures may not provide information that is directly comparable to that provided by other companies in our industry, as other companies may calculate non-GAAP financial results differently. In addition, there are limitations in using non-GAAP financial measures because non-GAAP financial measures are not prepared in accordance with GAAP and can exclude expenses that may have a material impact on our reported financial results. As such, non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. A reconciliation of the historical non-GAAP financial measures to their most directly comparable GAAP measures has been provided in the tables above. We encourage investors to review the reconciliation of these historical non-GAAP financial measures to their most directly comparable GAAP financial measures.

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Indicate if registrant meets the emerging growth company criteria.

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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.

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

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

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

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Local phone number for entity.

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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.

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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.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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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.

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Trading symbol of an instrument as listed on an exchange.

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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.

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