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Form 8-K

sec.gov

8-K — LSB INDUSTRIES, INC.

Accession: 0001193125-26-323751

Filed: 2026-07-29

Period: 2026-07-29

CIK: 0000060714

SIC: 2810 (INDUSTRIAL INORGANIC CHEMICALS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — lxu-20260729.htm (Primary)

EX-99.1 (lxu-ex99_1.htm)

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8-K

8-K (Primary)

Filename: lxu-20260729.htm · Sequence: 1

8-K

0000060714falsetrue00000607142026-07-292026-07-290000060714us-gaap:CommonStockMember2026-07-292026-07-290000060714us-gaap:PreferredStockMember2026-07-292026-07-29

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): July 29, 2026

LSB INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-7677

73-1015226

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3503 NW 63rd Street, Suite 500, Oklahoma City, Oklahoma

73116

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (405) 235-4546

Not applicable

(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 (see General Instruction A.2. below):

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, Par Value $.10

LXU

New York Stock Exchange

Preferred Stock Purchase Rights

N/A

New York Stock Exchange

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 July 29, 2026, LSB Industries, Inc. (the “Company”) issued a press release to report its financial results for the second quarter ended June 30, 2026. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

As previously announced, on July 30, 2026, at 10:00 a.m. (Eastern time) / 9:00 a.m. (Central time), the Company will hold a conference call broadcast live over the Internet to discuss the financial results of the second quarter ended June 30, 2026.

The information contained in Item 2.02 of this Form 8-K and the Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchanged Act”), or otherwise subject to the liabilities of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference to this Item 2.02 in such filing.

Item 9.01

Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press Release issued by LSB Industries, Inc. dated July 29, 2026, titled “LSB Industries, Inc. Reports Operating Results for the 2026 Second Quarter.

104

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

2

SIGNATURES

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

Dated: July 29, 2026

LSB INDUSTRIES, INC.

By:

/s/ Cheryl A. Maguire

Name:

Cheryl A. Maguire

Title:

Executive Vice President and Chief Financial Officer

3

EX-99.1

EX-99.1

Filename: lxu-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

LSB INDUSTRIES, INC. REPORTS OPERATING RESULTS FOR THE 2026 SECOND QUARTER

OKLAHOMA CITY, Oklahoma—July 29, 2026—LSB Industries, Inc. (NYSE: LXU) (“LSB,” “we,” “us,” “our,” or the “Company”) today announced results for the second quarter ended June 30, 2026.

Second Quarter 2026 Results and Recent Highlights

Net sales of $168.1 million compared to $151.3 million in the second quarter of 2025

Net loss of $6.2 million, inclusive of approximately $28.8 million of turnaround expenses, compared to net income of $3.0 million in the second quarter of 2025, inclusive of approximately $2.6 million of turnaround expenses

Diluted loss per share of $0.09 compared to diluted EPS of $0.04 for the second quarter of 2025

Adjusted EBITDA(1) of $53.1 million compared to $38.3 million in the second quarter of 2025

Total cash, cash equivalents and short-term investments of approximately $218.0 million and total debt of $441.3 million as of June 30, 2026

“Our second quarter results reflect solid execution through an important period of planned maintenance at two of our three production facilities,” stated Mark Behrman, LSB Industries' Chairman & Chief Executive Officer. “During the quarter we successfully completed an extensive and complex turnaround of our El Dorado ammonia plant on time, within budget and injury free. We also made the decision to pull forward scheduled turnaround work at our Pryor facility from the third quarter into the second quarter. While this planned activity impacted second quarter production and earnings, it was an important investment in our facilities and supports our broader reliability and operating performance objectives.”

“We are already seeing the benefits of the work completed at El Dorado, including higher production rates, and expect improved performance at Pryor as that turnaround is completed in the third quarter. While nitrogen prices have moderated from first half highs, market conditions for both our industrial and fertilizer business remain constructive. Alongside our continued focus on reliability, efficiency and product mix optimization, we believe our improved operating platform positions us to generate stronger results in the second half of 2026, supported by higher expected production rates, continued reliability improvements and constructive market conditions.”

(1) Adjusted EBITDA and EBITDA are non-GAAP financial measures. Please see the discussion below under the heading “Non-GAAP Reconciliations” and the reconciliations at the end of this release for additional information concerning these and other non-GAAP financial measures

1

Market Outlook

Industrial business is strong with positive market conditions:

o

Demand for Ammonium Nitrate (AN) remains strong, supported by continued mining-sector investment across North America and globally, as well as broader capital spending tied to AI-related infrastructure, data centers, power generation and electrification. Favorable supply / demand fundamentals, further supported by producer outages, continue to underpin both spot and contract pricing, while new mining and aggregate projects are expected to support medium- to longer-term demand for explosives used in copper, iron ore, quarrying and infrastructure-related production

The fertilizer markets remain constructive as conditions continue to evolve following the Strait of Hormuz disruption earlier this year:

o

Ammonia prices remain elevated relative to historical averages although they have moderated from first-half highs as seasonal demand normalizes and supply conditions improve

o

Urea Ammonium Nitrate (UAN) pricing remains favorable, even as prices normalize from elevated levels, with a constructive demand outlook expected to support increased demand in the second half of 2026

o

Other notable developments that could impact product pricing include:

Continued attacks affecting Russian nitrogen plants, ports, and ships

Ongoing risk related to instability in the Middle East, including the U.S. – Iran conflict

Corn market dynamics support fertilizer demand:

o

USDA projects 95+ million planted acres of corn for the 2026/27 marketing season with global ending stocks projected to be at the lowest levels in over a decade supporting improved corn prices. This will support strong fertilizer application rates and we anticipate robust nitrogen demand through the full fertilizer application season

Low Carbon Ammonia Project Summary

El Dorado Carbon Capture and Sequestration (CCS) Project

In May 2026, we reached an agreement to assume full ownership of the project to capture and sequester CO2 at our El Dorado facility from Lapis Carbon Solutions. The project is expected to be completed and operational in the first quarter of 2027, subject to EPA approval of our Class VI permit, at which time CO2 injections are expected to begin

We expect to capture and sequester between 400,000 and 500,000 metric tons of CO2 per year, which is expected to reduce our Scope 1 emissions by approximately 25%, and yield between 305,000 and 380,000 metric tons per year of low carbon ammonia

The sequestered CO₂ generated from the facility's ammonia production is expected to qualify for the enhanced federal tax credit, currently $85 per metric ton of CO2, under Internal Revenue Code Section 45Q. Based on expected capture volumes, the Company estimates the project could generate approximately $25 million to $30 million of annual earnings when fully operational, net of CCS operating costs, over the 12-year credit period, subject to continued qualification

2

Although the credits are expected to be recognized in earnings as they are earned, the timing of related cash inflows may vary depending on the tax credit monetization method selected. As a result, cash receipts may not coincide with earnings recognition

A stratigraphic well was completed in June 2025 to provide data to support the EPA in review of our Class VI application and we intend to use the completed stratigraphic well for CO2 injection once EPA approval is received

Second Quarter Results Overview

Three Months Ended June 30,

2026

2025

% Change

Product Sales

(In Thousands)

AN & Nitric Acid

$

69,539

$

61,707

13

%

Urea ammonium nitrate (UAN)

62,488

52,262

20

%

Ammonia

25,511

26,830

(5

)%

Other

10,554

10,497

1

%

Total net sales

$

168,092

$

151,296

Comparison of Second Quarter of 2026 to 2025:

Higher selling prices combined with increased AN and Nitric Acid volumes resulted in higher net sales for the period compared to the previous year. Tight market conditions shifted some production toward AN, resulting in lower UAN sales volumes. In addition, ammonia and UAN sales volumes were impacted as a result of significant planned turnaround activity at our El Dorado and Pryor facilities during the second quarter.

The following tables provide key sales metrics for our products:

Three Months Ended June 30,

Key Product Volumes (short tons sold)

2026

2025

% Change

AN & Nitric Acid

179,339

161,509

11

%

Urea ammonium nitrate (UAN)

130,818

151,807

(14

)%

Ammonia

35,667

66,069

(46

)%

345,824

379,385

(9

)%

Average Selling Prices (price per short ton) (A)

AN & Nitric Acid

$

333

$

328

2

%

Urea ammonium nitrate (UAN)

$

433

$

308

41

%

Ammonia

$

658

$

369

78

%

(A) Average selling prices represent “net back” prices which are calculated as sales less freight expenses divided by product sales volume in tons. Please see the discussion below under the heading “Ammonia, AN, Nitric Acid, UAN Sales Price Reconciliation” and the reconciliations at the end of this release for additional information concerning this financial measure.

Three Months Ended June 30,

Average Benchmark Prices (price per ton)

2026

2025

% Change

Tampa Ammonia Benchmark

$

787

$

416

89

%

NOLA UAN

$

494

$

344

44

%

3

Three Months Ended June 30,

2026

2025

% Change

Input Costs

Average natural gas cost/MMBtu in cost of materials and other

$

2.96

$

3.50

(15

)%

Conference Call

LSB’s management will host a conference call on Thursday, July 30, 2026 at 10:00 am ET / 9:00 am CT to discuss second quarter 2026 results and recent corporate developments. Participating in the call will be Chairman & Chief Executive Officer, Mark Behrman, Executive Vice President & Chief Financial Officer, Cheryl Maguire and Executive Vice President & Chief Commercial Officer, Damien Renwick. Interested parties may participate in the call by dialing (877) 407-6176 / (201) 689-8451. Please call in 10 minutes before the conference is scheduled to begin and ask for the LSB conference call.

A webcast of the call, along with a slide presentation that coincides with management’s prepared remarks, will be available in the Investors section of LSB’s website, at www.lsbindustries.com. The webcast can be found under Events & Presentations. If you are unable to listen to the live call, the conference call webcast will be archived on LSB’s website.

LSB Industries, Inc.

LSB Industries, Inc., headquartered in Oklahoma City, Oklahoma, is committed to playing a leadership role in the production of low and no carbon products that build, feed and power the world. The LSB team is dedicated to building a culture of excellence in customer experiences as we currently deliver essential products across the agricultural and industrial end markets and, in the future, the energy markets. The company manufactures ammonia and ammonia-related products at facilities in Cherokee, Alabama, El Dorado, Arkansas and Pryor, Oklahoma and operates a facility for a global chemical company in Baytown, Texas. Additional information about LSB can be found on our website at www.lsbindustries.com.

Forward-Looking Statements

Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, include, but are not limited to, statements regarding: our business strategy; anticipated future operating results and operating expenses, cash flows, capital resources and liquidity; trends, opportunities and risks affecting our business, industry and financial results; our ability to successfully leverage our existing business platform and portfolio of assets to produce low carbon products; the timing for completion of the CCS project at our El Dorado facility, including receipt of Class VI permit approval by the EPA; the cost and expected benefits of the CCS project; the impact of trade policy on our business; the availability of raw materials; production volumes at our production facilities; and the anticipated cost and timing of our capital projects, including turnarounds. Forward-looking statements can generally be identified by words or phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “will,” “may,” “plan,” “potential,” “should,” “would,” and similar words or phrases, as well as by discussions of strategy, plans or intentions. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or actual achievements to differ materially from the results, level of activity, performance or anticipated achievements expressed or implied by the forward-looking statements. Significant risks and uncertainties relate to, but are not limited to, business and market disruptions; market conditions and price volatility for our products and feedstocks; global and regional economic downturns that adversely

4

affect the demand for our end-use products; disruptions in production at our manufacturing facilities; increased competitive pressures; our ability to fund the working capital and expansion of our businesses; recruiting and retaining skilled and qualified personnel; our ability to obtain necessary raw materials and purchased components; material increases in cost of raw materials; obtaining and maintaining necessary permits; and other financial, economic, competitive, environmental, political, legal and regulatory factors, including tariffs. These and other risk factors are discussed in the Company’s filings with the Securities and Exchange Commission, including but not limited to our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.

Company Contact:

Cheryl Maguire, Executive Vice President & CFO

(405) 510-3524

Investors@lsbindustries.com

David Kimmel, Director of Communications

(405) 815-4645

dkimmel@lsbindustries.com

5

LSB Industries, Inc.

Consolidated Statements of Operations

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

(In Thousands, Except Per Share Amounts)

Net sales

$

168,092

$

151,296

$

337,579

$

294,728

Cost of sales

156,631

128,123

290,324

257,171

Gross profit

11,461

23,173

47,255

37,557

Selling, general and administrative expense

12,931

9,844

26,756

19,997

Other expense, net

1,272

2,836

85

2,599

Operating (loss) income

(2,742

)

10,493

20,414

14,961

Interest expense, net

7,070

7,886

14,187

15,950

Loss on extinguishment of debt

59

59

Non-operating other income, net

(1,706

)

(1,542

)

(3,222

)

(3,215

)

(Loss) income before income taxes

(8,106

)

4,090

9,449

2,167

(Benefit) provision for income taxes

(1,917

)

1,084

(4,047

)

801

Net (loss) income

$

(6,189

)

$

3,006

$

13,496

$

1,366

Net (loss) income per common share:

Basic:

Net (loss) income

$

(0.09

)

$

0.04

$

0.19

$

0.02

Diluted:

Net (loss) income

$

(0.09

)

$

0.04

$

0.18

$

0.02

6

LSB Industries, Inc.

Consolidated Balance Sheets

June 30, 2026

December 31, 2025

(In Thousands)

Assets

Current assets:

Cash and cash equivalents

$

20,356

$

19,511

Short-term investments

197,624

128,960

Accounts receivable

53,058

57,609

Allowance for doubtful accounts

(366

)

(401

)

Accounts receivable, net

52,692

57,208

Inventories:

Finished goods

13,819

16,705

Raw materials

2,032

1,605

Total inventories

15,851

18,310

Supplies, prepaid items and other:

Prepaid insurance

5,544

12,588

Precious metals

13,532

14,538

Supplies

33,241

33,399

Other

5,731

5,380

Total supplies, prepaid items and other

58,048

65,905

Current assets held for sale

1,000

3,400

Total current assets

345,571

293,294

Property, plant and equipment, net

833,243

833,525

Other assets:

Operating lease assets

44,601

45,571

Intangible and other assets, net

1,185

1,149

Total other assets

45,786

46,720

Total assets

$

1,224,600

$

1,173,539

7

LSB Industries, Inc.

Consolidated Balance Sheets (continued)

June 30, 2026

December 31, 2025

(In Thousands)

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable

$

102,591

$

64,514

Short-term financing

3,624

10,686

Accrued and other liabilities

35,478

29,551

Current portion of long-term debt

774

760

Total current liabilities

142,467

105,511

Long-term debt, net

440,575

440,295

Noncurrent operating lease liabilities

36,497

37,668

Other noncurrent accrued and other liabilities

535

535

Deferred income taxes

65,309

69,557

Stockholders' equity:

Common stock, $.10 par value per share; 150 million shares authorized,

91.2 million shares issued

9,117

9,117

Capital in excess of par value

508,493

506,821

Retained earnings

245,771

232,275

763,381

748,213

Less treasury stock, at cost:

Common stock, 19.2 million shares (19.5 million shares at December 31, 2025)

224,164

228,240

Total stockholders' equity

539,217

519,973

Total liabilities and stockholders’ equity

$

1,224,600

$

1,173,539

8

Non-GAAP Reconciliations

To supplement our financial information presented in accordance with generally accepted accounting principles in the United States (“GAAP”), we present certain non-GAAP financial measures in this press release and on the related teleconference call.

EBITDA and Adjusted EBITDA Reconciliation

Management uses EBITDA and adjusted EBITDA as supplemental measures to review and assess the performance of our core business operations and for planning purposes. EBITDA is defined as net income (loss) plus interest expense and interest income, net, less gain on extinguishment of debt, plus depreciation and amortization (D&A) (which includes D&A of property, plant and equipment and amortization of intangible and other assets), plus provision (benefit) for income taxes. Adjusted EBITDA is reported to show the impact of non-cash stock-based compensation, non-routine specific legal costs or settlements, one time/non-cash or non-operating items, such as one-time income or fees, loss (gain) on sale of a business and/or other property and equipment, certain costs incurred on growth initiatives, and significant planned maintenance/turnaround costs. We historically have performed turnaround activities on an annual basis; however, we have moved towards extending turnarounds to a two or three-year cycle. Rather than being capitalized and amortized over the period of benefit, our accounting policy is to recognize the costs as incurred. Given these turnarounds are essentially investments that provide benefits over multiple years, they are not reflective of our operating performance in a given year.

We believe that certain investors consider EBITDA a useful means of measuring our ability to meet our debt service obligations and evaluating our financial performance. In addition, we believe that certain investors consider adjusted EBITDA as more meaningful to further assess our performance. We believe that the inclusion of supplementary adjustments to EBITDA is appropriate to provide additional information to investors about certain items.

EBITDA and adjusted EBITDA have limitations and should not be considered in isolation or as a substitute for net income, operating income, cash flow from operations or other consolidated income or cash flow data prepared in accordance with GAAP. Because not all companies use identical calculations, this presentation of EBITDA and adjusted EBITDA may not be comparable to a similarly titled measure of other companies. The following table provides a reconciliation of net income (loss) to EBITDA and adjusted EBITDA for the periods indicated.

9

Non-GAAP Reconciliations (continued)

LSB Consolidated ($ In Thousands)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Net (loss) income

$

(6,189

)

$

3,006

$

13,496

$

1,366

Plus:

Interest expense and interest income, net

5,319

6,307

10,904

12,639

Loss on extinguishment of debt

59

59

Depreciation and amortization

21,946

20,682

42,865

40,833

(Benefit) provision for income taxes

(1,917

)

1,084

(4,047

)

801

EBITDA

19,159

$

31,138

63,218

$

55,698

Stock-based compensation

2,879

2,088

7,667

3,821

Legal Fees & Settlements - Specific Matters

555

(207

)

709

464

Loss on disposal or write down of assets

1,718

2,528

929

2,599

Turnaround costs

28,801

2,639

32,695

4,634

Growth Initiatives

90

143

Adjusted EBITDA

$

53,112

$

38,276

$

105,218

$

67,359

Ammonia, AN, Nitric Acid, UAN Sales Price Reconciliation

The following table provides a reconciliation of total identified net sales as reported under GAAP in our consolidated financial statements reconciled to netback sales which is calculated as net sales less freight and other non-netback costs. We believe this provides a relevant industry comparison among our peer group.

Three Months Ended

June 30,

2026

2025

(In Thousands)

Ammonia, AN, Nitric Acid, UAN net sales

$

157,537

$

140,799

Less freight and other

17,654

16,841

Ammonia, AN, Nitric Acid, UAN netback sales

$

139,883

$

123,958

10

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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 only for a security having no trading symbol.

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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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