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Form 8-K

sec.gov

8-K — TILLY'S, INC.

Accession: 0001628280-26-060088

Filed: 2026-09-02

Period: 2026-09-02

CIK: 0001524025

SIC: 5600 (RETAIL-APPAREL & ACCESSORY STORES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tlys-20260902.htm (Primary)

EX-99.1 (q2fy2026earningsrelease.htm)

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8-K

8-K (Primary)

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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): September 2, 2026

_______________________________________________

TILLY’S, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

1-35535

45-2164791

(State of Incorporation)

(Commission File Number)

(IRS Employer

Identification Number)

10 Whatney

Irvine, California 92618

(Address of Principal Executive Offices) (Zip Code)

(949) 609-5599

(Registrant’s Telephone Number, Including Area Code)

______________________________________________

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

Class A Common Stock, $0.001 par value per share TLYS 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 September 2, 2026, Tilly's, Inc. (the "Company") issued an earnings press release for the second quarter ended August 1, 2026. The press release is furnished as Exhibit 99.1 and is incorporated herein by reference. The information furnished pursuant to this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01

Financials Statements and Exhibits

The following exhibits are being furnished herewith.

(d)    Exhibits.

Exhibit No.

Exhibit Title or Description

99.1

Press Release of Tilly's, Inc., dated September 2, 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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TILLY’S, INC.

Date: September 2, 2026 By:  /s/ Michael L. Henry

Name:   Michael L. Henry

Title:   Executive Vice President, Chief Financial Officer

EX-99.1

EX-99.1

Filename: q2fy2026earningsrelease.htm · Sequence: 2

Document

Exhibit 99.1

Tilly's, Inc. Beats Outlook, Reports Third Consecutive Quarter of Double-Digit Percentage Comp Sales Increases

Irvine, CA –September 2, 2026 – Tilly’s, Inc. (NYSE: TLYS, the "Company") today announced financial results for the second quarter of fiscal 2026 ended August 1, 2026.

"We maintained our positive operating momentum throughout the second quarter and the important back-to-school season. We have now produced four consecutive quarters of year-over-year comparable net sales growth and, inclusive of fiscal August to start the third quarter, thirteen consecutive months of year-over-year comparable net sales growth. We also delivered our fifth consecutive quarter of year-over-year profit improvement in the second quarter," commented Nate Smith, President and Chief Executive Officer. "We are now profitable on a trailing four quarters basis and on a year-to-date basis for fiscal 2026. Based on our year-to-date performance and assuming our positive momentum continues, we believe we are well positioned to produce our first profitable fiscal year since 2022."

Operating Results Overview

Fiscal 2026 Second Quarter Compared to Fiscal 2025 Second Quarter

The following comparisons refer to the Company's operating results for the second quarter of fiscal 2026 ended August 1, 2026 versus the second quarter of fiscal 2025 ended August 2, 2025.

•Total net sales were $163.5 million, an increase of 8.1%. Total comparable net sales, including both physical stores and e-commerce ("e-com"), increased by 12.1%.

◦Net sales from physical stores were $129.0 million, an increase of 5.1%. The Company ended the second quarter with 220 total stores, a decrease of 12 stores or 5.2%, compared to 232 total stores at the end of the second quarter last year. Comparable net sales from physical stores increased by 10.3% relative to the comparable 13-week period ended August 2, 2025. Net sales from physical stores represented 78.9% of total net sales this year compared to 81.1% of total net sales last year.

◦Net sales from e-com were $34.5 million, an increase of 20.9%. E-com net sales represented 21.1% of total net sales this year compared to 18.9% of total net sales last year.

•Gross profit, including buying, distribution, and occupancy costs, was $58.1 million, or 35.5% of net sales, an improvement of $9.0 million or 300 basis points as a percentage of net sales compared to $49.1 million, or 32.5% of net sales, last year. Product margins improved by 140 basis points as a percentage of net sales, marking the Company's seventh consecutive quarter with year-over-year product margin improvement. Buying, distribution, and occupancy costs improved by 160 basis points as a percentage of net sales due to carrying these costs against higher net sales this year. Lower occupancy costs primarily associated with our reduced store count were largely offset by higher e-com shipping expenses associated with e-com net sales growth.

•Selling, general and administrative ("SG&A") expenses were $49.9 million, or 30.5% of net sales, compared to $46.4 million, or 30.7% of net sales, last year. The $3.5 million increase in SG&A was primarily attributable to incentive bonus accruals of $1.5 million associated with achieving improved operating performance, marketing expenses of $0.8 million, and store payroll and related benefits of $0.6 million. SG&A expenses improved by 20 basis points as a percentage of net sales due to carrying these expenses against higher net sales this year.

•Operating income improved to $8.2 million, or 5.0% of net sales, compared to $2.7 million, or 1.8% of net sales, last year, due to the combined impact of the factors noted above.

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•Income tax expense was $0.1 million, or 1.0% of pre-tax income, compared to an income tax benefit of $41 thousand, or (1.3)% of pre-tax income, last year. Both periods include the continuing impact of a full, non-cash deferred tax asset valuation allowance.

•Net income was $8.4 million, or $0.27 per diluted share, an improvement of $5.2 million or $0.17 per diluted share, compared to $3.2 million, or $0.10 per diluted share, last year. Weighted average diluted shares were 31.2 million this year compared to 30.3 million diluted shares last year.

Fiscal 2026 First Half Compared to Fiscal 2025 First Half

The following comparisons refer to the Company's operating results for the first half of fiscal 2026 ended August 1, 2026 versus the first half of fiscal 2025 ended August 2, 2025.

•Total net sales were $288.2 million, an increase of 11.3%. Total comparable net sales, including both physical stores and e-commerce ("e-com"), increased by 16.5%.

◦Net sales from physical stores were $225.3 million, an increase of 8.0%. Comparable net sales from physical stores increased by 14.5% relative to the comparable 26-week period ended August 2, 2025. Net sales from physical stores represented 78.2% of total net sales this year compared to 80.6% of total net sales last year.

◦Net sales from e-com were $62.9 million, an increase of 25.2%. E-com net sales represented 21.8% of total net sales this year compared to 19.4% of total net sales last year.

•Gross profit, including buying, distribution, and occupancy costs, was $94.2 million, or 32.7% of net sales, an improvement of $23.8 million or 550 basis points as a percentage of net sales compared to $70.4 million, or 27.2% of net sales, last year. Product margins improved by 240 basis points primarily due to improved full-price selling associated with operating with inventories that were more current in terms of aging compared to last year as well as improved average unit retail prices on aged, clearance items. Buying, distribution, and occupancy costs improved by 310 basis points due to carrying these costs against higher net sales this year. Lower occupancy costs largely associated with our reduced store count were partially offset by higher e-com shipping expenses associated with e-com net sales growth.

•SG&A expenses were $94.1 million, or 32.6% of net sales, compared to $90.4 million, or 34.9% of net sales, last year. The $3.7 million increase in SG&A was primarily attributable to incentive bonus accruals of $1.9 million associated with achieving improved operating performance, marketing expenses of $1.4 million, and store payroll and related benefits of $1.1 million. These increases were partially offset by a decrease in non-cash store asset impairment charges of $1.1 million. SG&A expenses improved by 230 basis points as a percentage of net sales due to carrying these expenses against higher net sales this year.

•Operating income was $75 thousand, or 0.0% of net sales, an improvement of $20.1 million compared to an operating loss of $(20.0) million, or (7.7)% of net sales, last year, due to the combined impact of the factors noted above.

•Income tax expense was $0.2 million, or 34.3% of pre-tax income, compared to an income tax benefit of $0.2 million, or 0.9% of pre-tax loss, last year. The effective tax rate for the current period exceeded the combined federal and state statutory tax rate primarily due to state tax true-up adjustments, the impact of tax rate changes, and changes in the valuation allowance.

•Net income was $0.4 million, or $0.01 per diluted share, an improvement of $19.4 million or $0.64 per diluted share, compared to a net loss of $(19.0) million, or $(0.63) per share, last year. Weighted average diluted shares were 30.8 million this year compared to 30.1 million shares last year.

Balance Sheet and Liquidity

As of August 1, 2026, the Company had total available liquidity of $125.5 million, comprised of $62.2 million of cash, cash equivalents, and marketable securities and $63.3 million of available, undrawn borrowing capacity under its asset-backed credit facility. Total cash and cash equivalents were $50.7 million at August 2, 2025. Total inventories decreased by 1.3% compared to the end of the second

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quarter last year. Total year-to-date capital expenditures at the end of the second quarter were $2.8 million this year compared to $2.1 million at the end of the second quarter of fiscal 2025.

Fiscal 2026 Third Quarter Outlook

Total comparable net sales for fiscal August ended August 29, 2026 increased by 14.6% relative to the comparable period of fiscal 2025, marking the Company's 13th consecutive month of comparable net sales growth. Based on current and historical trends, the Company currently estimates the following for the third quarter of fiscal 2026 ending October 31, 2026:

•Net sales in the range of approximately $150 million to $155 million, translating to an estimated comparable net sales increase of 10% to 14%, respectively, relative to last year's third quarter;

•Product margins to be slightly improved compared to last year's third quarter;

•SG&A expenses to be approximately $47 million to $49 million;

•An estimated effective income tax rate in the low to mid-teens as a percentage of pre-tax income, with the continuing impact of a full, non-cash valuation allowance on deferred tax assets; and

•Net income of approximately $2.2 million to $3.7 million, respectively to net sales, and net income per diluted share of $0.07 to $0.12, respectively, based on approximately 32.0 million diluted shares. This compares to a net loss of $(1.4) million, or $(0.05) per share, during last year's third quarter. These results would represent a 6th consecutive quarter of year-over-year profit improvement for the Company.

•The Company currently expects to have 220 stores open at the end of the third quarter of fiscal 2026 compared to 230 at the end of last year's third quarter.

•The Company expects to end the third quarter with total liquidity of approximately $125 million or more, comprised of cash and investments of approximately $62 million to $65 million and available, undrawn borrowing capacity of approximately $63 million under its asset-back credit facility.

Conference Call Information

A conference call with analysts to discuss these financial results is scheduled for today, September 2, 2026, at 4:30 p.m. ET (1:30 p.m. PT). Analysts interested in participating in the call are invited to dial (877) 423-9813 (domestic) or (201) 689-8573 (international). The conference call will also be available to interested parties through a live webcast at www.tillys.com. Please visit the website and select the “Investor Relations” link at least 15 minutes prior to the start of the call to register and download any necessary software. A telephone replay of the call will be available until September 9, 2026, by dialing (844) 512-2921 (domestic) or (412) 317-6671 (international) and entering the conference identification number: 13762136.

About Tillys

Tillys is a destination specialty retailer of casual apparel, footwear, and accessories for young men, young women, boys and girls with an extensive selection of iconic global, emerging, and proprietary brands rooted in an active, outdoor and social lifestyle. Tillys is headquartered in Irvine, California and currently operates 221 total stores across 32 states, as well as its website, www.tillys.com.

Forward-Looking Statements

Certain statements in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, statements regarding our current operating expectations in light of historical results, the improvement in our comparable net sales trend and our ability to maintain or improve upon it, the impacts of inflation, tariffs, and potential recession on us and our customers, including on our future financial condition or operating results, expectations regarding changes in the macro-economic environment, customer traffic, our supply chain, our ability to properly manage our inventory levels, and any other statements about our future cash position, financial flexibility, expectations, plans, intentions, beliefs or prospects expressed by management are forward-looking

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statements. These forward-looking statements are based on management’s current expectations and beliefs, but they involve a number of risks and uncertainties that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including, but not limited to the impact of inflation on consumer behavior and our business and operations, supply chain difficulties, and our ability to respond thereto, our ability to respond to changing customer preferences and trends, attract customer traffic at our stores and online, execute our growth and long-term strategies, expand into new markets, grow our e-commerce business, effectively manage our inventory and costs, effectively compete with other retailers, attract talented employees, or enhance awareness of our brand and brand image, general consumer spending patterns and levels, including changes in historical spending patterns, the markets generally, our ability to satisfy our financial obligations, including under our credit facility and our leases, and other factors that are detailed in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”), including those detailed in the section titled “Risk Factors” and in our other filings with the SEC, which are available on the SEC’s website at www.sec.gov and on our website at www.tillys.com under the heading “Investor Relations”. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. We do not undertake any obligation to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. This release should be read in conjunction with our financial statements and notes thereto contained in our Form 10-K.

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Tilly’s, Inc.

Consolidated Balance Sheets

(In thousands, except par value)

(unaudited)

August 1,

2026 January 31,

2026 August 2,

2025

ASSETS

Current assets:

Cash and cash equivalents $ 52,334  $ 46,313  $ 50,680

Marketable securities 9,863  —  —

Receivables 12,585  6,093  10,410

Merchandise inventories 80,161  61,692  81,229

Prepaid expenses and other current assets 6,975  11,095  8,251

Total current assets 161,918  125,193  150,570

Operating lease assets 151,385  150,364  157,342

Property and equipment, net 32,087  33,504  35,844

Other assets 1,757  1,699  1,775

TOTAL ASSETS $ 347,147  $ 310,760  $ 345,531

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable $ 42,349  $ 21,717  $ 41,703

Accrued expenses 22,574  12,102  19,327

Deferred revenue 13,159  13,290  13,004

Accrued compensation and benefits 12,605  7,903  10,121

Current portion of operating lease liabilities 45,099  41,308  44,832

Current portion of operating lease liabilities, related party 3,914  3,745  3,581

Other liabilities 50  50  119

Total current liabilities 139,750  100,115  132,687

Long-term liabilities:

Noncurrent portion of operating lease liabilities 110,300  113,305  116,205

Noncurrent portion of operating lease liabilities, related party 10,100  12,099  14,015

Other liabilities 75  99  124

Total long-term liabilities 120,475  125,503  130,344

Total liabilities 260,225  225,618  263,031

Stockholders’ equity:

Common stock (Class A) 23  23  23

Common stock (Class B) 7  7  7

Preferred stock —  —  —

Additional paid-in capital 178,049  176,755  175,648

Accumulated deficit (91,215) (91,643) (93,178)

Accumulated other comprehensive income 58  —  —

Total stockholders’ equity 86,922  85,142  82,500

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 347,147  $ 310,760  $ 345,531

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Tilly’s, Inc.

Consolidated Statements of Operations

(In thousands, except per share data)

(unaudited)

Thirteen Weeks Ended Twenty-Six Weeks Ended

August 1,

2026 August 2,

2025 August 1,

2026 August 2,

2025

Net sales $ 163,508  $ 151,256  $ 288,226  $ 258,867

Cost of goods sold (includes buying, distribution, and occupancy costs) 104,481  101,222 192,195  186,616

Rent expense, related party 932  932 1,864  1,864

Total cost of goods sold (includes buying, distribution, and occupancy costs) 105,413  102,154 194,059  188,480

Gross profit 58,095  49,102 94,167  70,387

Selling, general and administrative expenses 49,789  46,291 93,826  90,132

Rent expense, related party 133  133 266  266

Total selling, general and administrative expenses 49,922  46,424 94,092  90,398

Operating income (loss) 8,173  2,678 75  (20,011)

Other income, net 294  446 576  844

Income (loss) before income taxes 8,467  3,124 651  (19,167)

Income tax expense (benefit) 86  (41) 223  (180)

Net income (loss) $ 8,381  $ 3,165  $ 428  $ (18,987)

Basic net income (loss) per share of Class A and Class B common stock $ 0.28  $ 0.11  $ 0.01  $ (0.63)

Diluted net income (loss) per share of Class A and Class B common stock $ 0.27  $ 0.10  $ 0.01  $ (0.63)

Weighted average basic shares outstanding 30,253  30,091  30,186  30,075

Weighted average diluted shares outstanding 31,159  30,266  30,824  30,075

6

Tilly’s, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(unaudited)

Twenty-Six Weeks Ended

August 1,

2026 August 2,

2025

Cash flows from operating activities

Net income (loss) $ 428  $ (18,987)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 4,429  5,606

Stock-based compensation expense 1,177  819

Impairment of assets 6  1,134

Loss on disposal of assets 4  18

Gain on maturities of marketable securities (50) (363)

Changes in operating assets and liabilities:

Receivables (5,277) (6,054)

Merchandise inventories (18,469) (12,051)

Prepaid expenses and other assets 4,650  2,599

Accounts payable 20,596  30,570

Accrued expenses 9,319  6,927

Accrued compensation and benefits 4,702  703

Operating lease liabilities (2,868) (3,869)

Deferred revenue (131) (1,112)

Other liabilities (24) (90)

Net cash provided by operating activities 18,492  5,850

Cash flows from investing activities

Purchases of marketable securities (14,755) —

Purchases of property and equipment (2,833) (2,051)

Proceeds from maturities of marketable securities 5,000  25,816

Proceeds from sale of property and equipment —  9

Net cash (used in) provided by investing activities (12,588) 23,774

Cash flows from financing activities

Proceeds from exercise of stock options 117  —

Net cash provided by financing activities 117  —

Change in cash and cash equivalents 6,021  29,624

Cash and cash equivalents, beginning of period 46,313  21,056

Cash and cash equivalents, end of period $ 52,334  $ 50,680

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Tilly's, Inc.

Store Count and Square Footage

Store

Count at

Beginning of Quarter New Stores

Opened

During Quarter Stores

Permanently Closed

During Quarter Store Count at

End of Quarter Total Gross

Square Footage

End of Quarter

(in thousands)

2025 Q1 240 1 3 238 1,707

2025 Q2 238 1 7 232 1,657

2025 Q3 232 2 4 230 1,642

2025 Q4 230 — 7 223 1,593

2026 Q1 223 1 4 220 1,568

2026 Q2 220 1 1 220 1,569

Investor Relations Contact:

Michael L. Henry

Executive Vice President, Chief Financial Officer

(949) 609-5599, ext. 17000

irelations@tillys.com

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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.

+ 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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- Definition

Local phone number for entity.

+ References

No definition available.

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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

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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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- 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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- 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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Namespace Prefix:

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Data 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

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ 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 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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