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Form 8-K

sec.gov

8-K — GigaCloud Technology Inc

Accession: 0001857816-26-000072

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001857816

SIC: 5961 (RETAIL-CATALOG & MAIL-ORDER HOUSES)

Item: Results of Operations and Financial Condition

Item: Other Events

Documents

8-K — gct-20260806.htm (Primary)

EX-99.1 (gct-2026q2earningsrelease.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: gct-20260806.htm · Sequence: 1

gct-20260806

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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

August 6, 2026

Date of Report (date of earliest event reported)

___________________________________

GigaCloud Technology Inc

(Exact name of registrant as specified in its charter)

___________________________________

Cayman Islands

(State or other jurisdiction of

incorporation or organization)

001-41454

(Commission File Number)

00-0000000

(I.R.S. Employer Identification Number)

4388 Shirley Ave

El Monte, CA 91731

(Address of principal executive offices and zip code)

(626) 912-8886

(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

Name of each exchange on which registered

Class A ordinary shares, par value $0.05 per share

GCT

The Nasdaq Stock Market LLC

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 6, 2026, GigaCloud Technology Inc (the “Company” or “GigaCloud”) issued a press release announcing its financial results for the quarter and six months ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and 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 in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On August 5, 2026, the Board approved a new share repurchase program which authorized the repurchase of its Class A ordinary share up to $120.0 million, effective August 6, 2026 for three years (the “2026 Program”). The share repurchase program previously authorized in 2025 (the “2025 Program”) was terminated effective immediately.

Under the share repurchase program, the Company may purchase its ordinary shares through various means, including open market transactions, privately negotiated transactions, block trades, any combination thereof or other legally permissible means. The Company may effect repurchase transactions in compliance with Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The number of shares repurchased and the timing of repurchases will depend on a number of factors, including, but not limited to, price, trading volume and general market conditions, along with the Company’s working capital requirements, general business conditions and other factors.

Item 9.01 - Financial Statements and Exhibits

(d) The following exhibits are being filed herewith:

Exhibit No.

Description

99.1

Press Release issued by GigaCloud

104

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

SIGNATURE

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 on this 6th day of August 2026.

GigaCloud Technology Inc

By:

/s/ Larry Lei Wu

Name:

Larry Lei Wu

Title:

Chairman of the Board of Directors and

Chief Executive Officer

EX-99.1

EX-99.1

Filename: gct-2026q2earningsrelease.htm · Sequence: 2

Document

Exhibit 99.1

GigaCloud Technology Inc Announces Second Quarter and Six Months Ended June 30, 2026 Financial Results

— Delivers another Quarter of Record Revenue and EPS —

EL MONTE, Calif., August 6, 2026 — GigaCloud Technology Inc (Nasdaq: GCT) (“GigaCloud” or the “Company”), a pioneer of global end-to-end B2B technology solutions for large parcel merchandise, today announced financial results for the second quarter and six months ended June 30, 2026, reporting record second quarter revenue and earnings per share over the comparable prior year period.

Second Quarter 2026 Financial Highlights

•Total revenues of $411.6 million, increased 27.6% year-over-year.

•Gross profit of $105.6 million, increased 37.3% year-over-year.

Gross margin was 25.6%, compared to 23.9% in the second quarter of 2025.

•Net income of $42.3 million, increased 22.3% year-over-year.

Net income margin was 10.3%, compared to 10.7% in the second quarter of 2025.

Diluted EPS increased 27.5% year-over-year to $1.16.

•Adjusted EBITDA1 of $60.4 million, increased 39.5% year-over-year.

Adjusted EPS – diluted2 of $1.65, increased 44.7% year-over-year.

•Cash and cash equivalents, Restricted cash, and Investments totaled $378.6 million as of June 30, 2026, a 9.2% decrease from December 31, 2025.

Year-to-Date 2026 Financial Highlights

•Total revenues of $771.1 million, increased 29.7% year-over-year.

•Gross profit of $191.4 million, increased 36.0% year-over-year.

Gross margin was 24.8%, compared to 23.7% in the first half of 2025.

•Net income of $80.5 million, increased 30.5% year-over-year.

Net income margin was 10.4%, compared to 10.4% in the first half of 2025.

Diluted EPS increased 38.6% year-over-year to $2.19.

•Adjusted EBITDA of $106.0 million, increased 38.6% year-over-year.

Adjusted EPS – diluted of $2.89, increased 47.4% year-over-year.

Operational Highlights

•GigaCloud Marketplace GMV3 increased 21.3% year-over-year to $1,744.8 million for the 12 months ended June 30, 2026.

1     Adjusted EBITDA is a non-GAAP financial measure. For more information on the non-GAAP financial measure, please see the section of “Non-GAAP Financial Measure” and the table captioned “Unaudited Reconciliation of Adjusted EBITDA” set forth at the end of this press release.

2     Adjusted EPS – diluted is a non-GAAP financial measure. For more information on the non-GAAP financial measure, please see the section of “Non-GAAP Financial Measure” and the table captioned “Unaudited Reconciliation of Adjusted EPS – diluted” set forth at the end of this press release.

3    GigaCloud Marketplace GMV means the total gross merchandise value of transactions ordered through our GigaCloud Marketplace including GigaCloud 3P and GigaCloud 1P, before any deductions of value added tax, goods and services tax, shipping charges paid by buyers to sellers and any refunds.

1

•3P seller GigaCloud Marketplace GMV4 increased 27.0% year-over-year to $962.3 million for the 12 months ended June 30, 2026. 3P seller GigaCloud Marketplace GMV represented 55.2% of total GigaCloud Marketplace GMV for the 12 months ended June 30, 2026.

•Active 3P sellers5 increased 26.1% year-over-year to 1,465 for the 12 months ended June 30, 2026.

•Active buyers6 increased 17.1% year-over-year to 12,823 for the 12 months ended June 30, 2026.

•Spend per active buyer7 was $136,069 for the 12 months ended June 30, 2026.

“This marks our sixteenth quarterly report. Over the years, the market has weathered numerous ups and downs, yet we have remained consistent – because true value creation has never been about chasing the latest trends, but about discipline and focus, day in and day out,” said Larry Wu, Founder and Chief Executive Officer. “This quarter, we once again proved with record revenue and earnings per share that steadiness is not mediocrity, but the strongest defense against uncertainty. Going forward, we will continue to tune out the noise, stay the course, execute with discipline, and deliver sustainable long-term value for our shareholders.”

“Our strong balance sheet and cash generation continue to provide the flexibility to execute our capital allocation strategy dynamically,” said Erica Wei, Chief Financial Officer. “We accelerated our share repurchases to approximately $30 million in the second quarter and deployed an additional $18 million post June 30, 2026, capitalizing on recent market volatility and the resulting pricing dislocation. With approximately $30 million remaining and two years left on our prior authorization – insufficient for opportunistic execution – we have cancelled our existing plan in favor of a new three-year $120 million program We remain firmly committed to disciplined capital allocation and building value for our long-term shareholders.”

Business Outlook

The Company expects its total revenues to be between $375 million and $400 million in the third quarter of 2026. This forecast reflects the Company’s current and preliminary views on the market and operational conditions, which are subject to change and cannot be predicted with reasonable accuracy as of the date hereof.

Share Repurchase Program

On August 13, 2025, the Company’s Board of Directors approved a $111.0 million share repurchase program (the “2025 Program”). The 2025 Program became effective on August 17, 2025 and will remain in effect for a period of three years. During the second quarter of 2026, we repurchased 758,612 of our Class A ordinary shares at a total consideration of approximately $30.0 million. Subsequent to the second quarter of 2026, the Company has repurchased an aggregate of 491,831 Class A ordinary shares in the open market at a total consideration of approximately $17.7 million pursuant to a repurchase plan under Rule 10b5-1 of the Exchange Act. As of August 5, 2026, approximately $29.6 million remained unutilized under the 2025 Program. On August 5, 2026, the Company’s Board of Directors approved a new $120.0 million share repurchase program (the “2026 Program”). The 2026 Program became effective on August 6, 2026 and will remain in effect for a period of three years, while the 2025 Program was terminated on the same date.

Under the share repurchase program, the Company may purchase its ordinary shares through various means, including open market transactions, privately negotiated transactions, block trades, any combination thereof or other legally permissible means. The Company may effect repurchase transactions in compliance with Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The number of shares repurchased and the timing of repurchases will depend on a number of factors, including, but not limited to, price, trading volume and general market conditions, along with the Company’s working capital requirements, general business conditions and other factors.

4     3P seller GigaCloud Marketplace GMV means the total gross merchandise value of transactions sold through our GigaCloud Marketplace by 3P sellers, before any deductions of value added tax, goods and services tax, shipping charges paid by buyers to sellers and any refunds.

5    Active 3P sellers means sellers who have sold a product in GigaCloud Marketplace within the last 12-month period, irrespective of cancellations or returns.

6    Active buyers means buyers who have purchased a product in the GigaCloud Marketplace within the last 12-month period, irrespective of cancellations or returns.

7    Spend per active buyer is calculated by dividing the total GigaCloud Marketplace GMV within the last 12-month period by the number of active buyers as of such date.

2

Conference Call

The Company will host a conference call to discuss its financial results at 8:00 am U.S. Eastern Time on August 6, 2026. Participants can access the conference call at https://dpregister.com/DiamondPassRegistration/register?confirmationNumber=10210427&linkSecurityString=1046d15dde9 by entering their details to receive a call that will connect them to the conference. All participants are encouraged to dial in 15 minutes prior to the start time.

A live and archived webcast of the conference call will be accessible on the Company’s investor relations website at: https://investors.gigacloudtech.com/.

About GigaCloud Technology Inc

GigaCloud Technology Inc is a pioneer of global end-to-end B2B technology solutions for large parcel merchandise. The Company’s B2B ecommerce platform, which it refers to as the “GigaCloud Marketplace,” integrates everything from discovery and payments to logistics tools into one easy-to-use platform. The Company’s global marketplace seamlessly connects manufacturers, primarily in Asia, with resellers, primarily in the U.S., Asia and Europe, to execute cross-border transactions with confidence, speed and efficiency. The Company offers a truly comprehensive solution that transports products from the manufacturer’s warehouse to the end customer’s doorstep, all at one fixed price. The Company first launched its marketplace in January 2019 by focusing on the global furniture market and has since expanded into additional categories such as home appliances and fitness equipment. For more information, please visit the Company’s website: https://investors.gigacloudtech.com/.

Non-GAAP Financial Measures

The Company uses certain non-GAAP financial measures, including Adjusted EBITDA and Adjusted EPS – diluted, to understand and evaluate its core operating performance. Adjusted EBITDA is net income excluding interest, income taxes and depreciation and amortization, further adjusted to exclude share-based compensation expense. Adjusted EPS – diluted is a financial measure defined as our Adjusted EBITDA divided by our diluted weighted-average shares outstanding. Management uses Adjusted EBITDA and Adjusted EPS – diluted as measures of operating performance, for planning purposes, to allocate resources to enhance the financial performance of our business, to evaluate the effectiveness of our business strategies and in communications with our Board of Directors and investors concerning our financial performance. Non-GAAP financial measures, which may differ from similarly titled measures used by other companies, are presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP.

For more information on the non-GAAP financial measures, please see the tables captioned “Unaudited Reconciliation of Adjusted EBITDA” and “Unaudited Reconciliation of Adjusted EPS – diluted” set forth at the end of this press release.

Forward-Looking Statements

This press release contains “forward-looking statements”. Forward-looking statements reflect our current view about future events. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “could,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “propose,” “potential,” “continue” or similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.

For investor and media inquiries, please contact:

GigaCloud Technology Inc

Investor Relations

3

Email: ir@gigacloudtech.com

PondelWilkinson, Inc.

Laurie Berman (Investors) – lberman@pondel.com

George Medici (Media) – gmedici@pondel.com

4

GigaCloud Technology Inc

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands except for share data and per share data)

June 30, 2026 December 31, 2025

ASSETS

Current assets

Cash and cash equivalents $ 334,497  $ 379,780

Restricted cash 739  760

Investments 43,334  36,316

Accounts receivable, net 91,707  65,973

Inventories 218,004  188,298

Prepayments and other current assets 41,957  19,535

Total current assets 730,238  690,662

Non-current assets

Operating lease right-of-use assets 456,704  431,455

Property and equipment, net 37,852  32,281

Intangible assets, net 4,624  4,978

Goodwill 12,900  12,586

Deferred tax assets 15,546  12,981

Other non-current assets 15,849  17,516

Total non-current assets 543,475  511,797

Total assets $ 1,273,713  $ 1,202,459

5

GigaCloud Technology Inc

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (continued)

(In thousands except for share data and per share data)

June 30, 2026 December 31, 2025

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities

Accounts payable $ 86,128  $ 105,407

Contract liabilities 5,437  6,459

Current operating lease liabilities 121,374  100,326

Income tax payable 7,666  17,509

Accrued expenses and other current liabilities 125,333  112,547

Contingent consideration 3,368  —

Total current liabilities 349,306  342,248

Non-current liabilities

Operating lease liabilities, non-current 384,108  368,321

Deferred tax liabilities 734  797

Finance lease obligations, non-current 774  690

Non-current income tax payable 4,768  4,604

Total non-current liabilities 390,384  374,412

Total liabilities $ 739,690  $ 716,660

Commitments and contingencies $ —  $ —

Shareholders’ equity

Treasury shares, at cost (nil and 237,269 shares held as of June 30, 2026 and December 31, 2025, respectively)

$ —  $ (7,126)

Class A ordinary shares ($0.05 par value, 50,673,268 shares authorized, 29,331,394 and 29,637,687 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively)

1,467  1,495

Class B ordinary shares ($0.05 par value, 9,326,732 shares authorized, 6,870,674 and 7,276,732 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively)

343  363

Additional paid-in capital 91,454  88,674

Accumulated other comprehensive income (loss) (111) 1,527

Retained earnings 440,870  400,866

Total shareholders’ equity 534,023  485,799

Total liabilities and shareholders’ equity $ 1,273,713  $ 1,202,459

6

GigaCloud Technology Inc

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands except for share data and per share data)

Three Months Ended

June 30, Six Months Ended

June 30,

2026 2025 2026 2025

Revenues

Service revenues $ 120,826  $ 96,924  $ 237,366  $ 190,992

Product revenues 290,817  225,682  533,765  403,520

Total revenues 411,643  322,606  771,131  594,512

Cost of revenues

Services 106,715  85,856  213,345  165,012

Products 199,372  159,806  366,384  288,830

Total cost of revenues 306,087  245,662  579,729  453,842

Gross profit 105,556  76,944  191,402  140,670

Operating expenses

Selling and marketing expenses 36,182  24,778  67,424  43,336

General and administrative expenses 19,164  13,031  28,926  27,371

Research and development expenses 2,691  3,184  5,049  5,677

Losses on disposal of property and equipment 8  108  13  120

Total operating expenses 58,045  41,101  101,412  76,504

Operating income 47,511  35,843  89,990  64,166

Interest expense (106) (32) (226) (55)

Interest income 3,058  2,814  6,042  5,435

Foreign currency exchange gains (losses), net (847) 647  (1,127) 1,439

Others, net 293  1,682  1,147  2,474

Income before income taxes 49,909  40,954  95,826  73,459

Income tax expense (7,574) (6,402) (15,367) (11,761)

Net income $ 42,335  $ 34,552  $ 80,459  $ 61,698

Foreign currency translation adjustment, net of nil income taxes

317  879  265  1,290

Net unrealized gain (loss) on available-for-sale investments 5  (1) (3) (7)

Intra-entity foreign currency transactions gain (loss) (240) 3,386  (1,849) 5,022

Release of foreign currency translation reserve related to liquidation of subsidiaries (18) —  (51) (1)

Total other comprehensive income (loss) 64  4,264  (1,638) 6,304

Comprehensive Income $ 42,399  $ 38,816  $ 78,821  $ 68,002

Net income per ordinary share

—Basic $ 1.16  $ 0.91  $ 2.20  $ 1.58

—Diluted $ 1.16  $ 0.91  $ 2.19  $ 1.58

Weighted average number of ordinary shares outstanding used in computing net income per ordinary share

—Basic 36,531,397 38,073,239 36,607,246 39,041,373

—Diluted 36,546,441 38,106,956 36,658,585 39,117,361

7

GigaCloud Technology Inc

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Six Months Ended June 30,

2026 2025

Cash flows from operating activities:

Net income $ 80,459  $ 61,698

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

Depreciation and amortization 4,431  4,189

Share-based compensation 11,590  4,253

Operating lease 11,703  3,026

Changes in accounts receivables (19,247) (9,679)

Changes in inventories (22,743) (8,934)

Changes in prepayments and other assets (22,058) 30

Changes in accounts payable, accrued expenses and other current liabilities (10,277) (53)

Changes in contract liabilities (843) 1,296

Changes in income tax payable (9,517) (6,906)

Changes in deferred income taxes (1,154) (1,195)

Other operating activities 4,360  317

Net cash provided by operating activities 26,704  48,042

Cash flows from investing activities:

Purchases of property and equipment (7,784) (3,972)

Disposals of property and equipment 104  109

Acquisitions, net of cash acquired (14,284) —

Purchases of investments (42,825) (67,301)

Sales and maturities of investments 35,793  46,986

Net cash used in investing activities (28,996) (24,178)

Cash flows from financing activities:

Repayment of finance lease obligations (300) (178)

Repurchases of ordinary shares (42,298) (46,029)

Net cash used in financing activities (42,598) (46,207)

Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash (414) 2,709

Net decrease in cash, cash equivalents and restricted cash (45,304) (19,634)

Cash, cash equivalents and restricted cash at the beginning of the period 380,540 260,444

Cash, cash equivalents and restricted cash at the end of the period $ 335,236  $ 240,810

Supplemental disclosure of cash flow information

Cash paid for interest expense $ 226  $ 55

Cash paid for income taxes $ 25,894  $ 19,839

Non-cash investing and financing activities:

Purchase of property and equipment under finance leases $ 695  $ 695

Contingent consideration and consideration payable $ 3,325  $ —

8

GigaCloud Technology Inc

UNAUDITED RECONCILIATION OF ADJUSTED EBITDA

(In thousands, except for per share data)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(In thousands)

(In thousands)

Net Income $ 42,335  $ 34,552  $ 80,459  $ 61,698

Add: Income tax expense 7,574  6,402  15,367  11,761

Add: Interest expense 106  32  226  55

Less: Interest income (3,058) (2,814) (6,042) (5,435)

Add: Depreciation and amortization 2,205  2,140  4,431  4,189

Add: Share-based compensation expenses 11,245  3,026  11,590  4,253

Adjusted EBITDA $ 60,407  $ 43,338  $ 106,031  $ 76,521

UNAUDITED RECONCILIATION OF ADJUSTED EPS – DILUTED

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income per ordinary share – diluted

$ 1.16  $ 0.91  $ 2.19  $ 1.58

Adjustments, per ordinary share:

Add: Income tax expense 0.21  0.17  0.42  0.30

Add: Interest expense —  —  0.01  —

Less: Interest income (0.08) (0.07) (0.16) (0.14)

Add: Depreciation and amortization 0.05  0.06  0.11  0.11

Add: Share-based compensation expenses 0.31  0.07  0.32  0.11

Adjusted EPS – diluted $ 1.65  $ 1.14  $ 2.89  $ 1.96

Weighted average number of ordinary shares outstanding - diluted 36,546,441  38,106,956  36,658,585  39,117,361

9

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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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-Number 240

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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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-Number 240

-Section 12

-Subsection d1-1

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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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