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Form 8-K

sec.gov

8-K — Runway Growth Finance Corp.

Accession: 0001193125-26-211890

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001653384

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — rway-20260507.htm (Primary)

EX-99.1 (rway-ex99_1.htm)

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8-K

8-K (Primary)

Filename: rway-20260507.htm · Sequence: 1

8-K

0001653384false0001653384rway:Notes725Due2031Member2026-05-072026-05-0700016533842026-05-072026-05-070001653384rway:Sec750NotesDue2027Member2026-05-072026-05-070001653384rway:NotesDue2027Member2026-05-072026-05-070001653384rway:CommonStockParValue001PerShareMember2026-05-072026-05-07

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): May 07, 2026

Runway Growth Finance Corp.

(Exact name of Registrant as Specified in Its Charter)

Maryland

814-01180

47-5049745

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

205 N. Michigan Ave.

Suite 4200

Chicago, Illinois

60601

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (312) 698-6902

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:

☐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 $0.01 per share

RWAY

Nasdaq Global Select Market

7.50% Notes due 2027

RWAYL

Nasdaq Global Select Market

7.25% Notes due 2031

RWAYI

Nasdaq Global Select Market

9.00% Notes due 2027

SWKHL

Nasdaq Global Select Market

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

Emerging growth company ☒

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

Item 2.02 Results of Operations and Financial Condition.

On May 7, 2026, Runway Growth Finance Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2026. The text of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information set forth under this Item 2.02, including the information set forth in Exhibit 99.1 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. The information set forth under this Item 2.02, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number

Description

99.1

Press Release, dated May 7, 2026.

104

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

SIGNATURES

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

Runway Growth Finance Corp.

Date:

May 7, 2026

By:

/s/ Thomas B. Raterman

Chief Operating Officer, Chief Financial Officer, Treasurer, and Secretary

EX-99.1

EX-99.1

Filename: rway-ex99_1.htm · Sequence: 2

EX-99.1

Runway Growth Finance Corp. Reports First Quarter 2026 Financial Results

Delivered Total and Net Investment Income of $29.5 million and $10.6 million, Respectively

Investment Portfolio of $886.3 million

Conference Call Today, Thursday, May 7, 2026 at 5:00 p.m. ET

MENLO PARK, Calif., May 7, 2026—Runway Growth Finance Corp. (Nasdaq: RWAY) (“Runway Growth” or the “Company”), a leading provider of flexible capital solutions to late- and growth-stage companies seeking an alternative to raising equity, today announced its financial results for the first quarter ended March 31, 2026.

First Quarter 2026 Highlights

Total investment portfolio of $886.3 million at fair value

Total investment income of $29.5 million

Net investment income of $10.6 million, or $0.29 per share

Net asset value of $438.2 million, or $12.13 per share

Dollar-weighted annualized yield on debt investments of 14.2%

Four investments completed in new and existing portfolio companies, representing $17.6 million in funded investments

Aggregate proceeds of $15.0 million in principal prepayments, $1.9 million from scheduled amortizations, and $2.5 million in sale proceeds from equity

Second Quarter 2026 Distributions

Declared second quarter 2026 dividend of $0.33 per share

“In the first quarter, Runway Growth focused on the close and integration of the SWK Holdings acquisition, while navigating a volatile macroeconomic backdrop,” said David Spreng, Founder and CEO of Runway Growth. “With the transaction now complete, we are well positioned to selectively capitalize on opportunities and expand our exposure to leading healthcare and life sciences companies. Today, we also announced a new $15 million share repurchase authorization, which we expect to utilize as we believe our shares present an extremely compelling value relative to the outlook of the business.”

First Quarter 2026 Operating Results

Total investment income for the quarter ended March 31, 2026 was $29.5 million, compared to $35.4 million for the quarter ended March 31, 2025.

The Company's dollar-weighted annualized yield on average debt investments for the quarter ended March 31, 2026 was 14.2%. The Company calculates the yield on dollar-weighted debt investments for any period measured as (1) total investment-related income during the period divided by (2) the daily average of the fair value of debt investments, including investments on non-accrual status, outstanding during the period.

Total operating expenses for the quarter ended March 31, 2026 were $18.8 million, compared to $19.8 million for the quarter ended March 31, 2025.

Net investment income for the quarter ended March 31, 2026 was $10.6 million, or $0.29 per share, compared to $15.6 million, or $0.42 per share, for the quarter ended March 31, 2025.

Net realized gain on investments was $1.3 million for the quarter ended March 31, 2026, compared to a net realized gain of $6.1 million for the quarter ended March 31, 2025.

For the quarter ended March 31, 2026, net change in unrealized loss on investments was $46.7 million, compared to a net change in unrealized loss on investments of $19.8 million for the quarter ended March 31, 2025.

For the quarter ended March 31, 2026, our net decrease in net assets resulting from operations was $34.8 million, or $0.96 per share, compared to a net increase in net assets resulting from operations of $1.9 million, or $0.05 per share, for the quarter ended March 31, 2025.

Portfolio and Investment Activity

As of March 31, 2026, Runway Growth’s investment portfolio had an aggregate fair value of $886.3 million in 56 companies, comprising $829.6 million in loans, 99.2% of which are senior secured loans, and $56.8 million in warrants and other equity-related investments.

During the first quarter of 2026, Runway Growth funded one investment in a new portfolio company, three investments in existing portfolio companies, representing $17.6 million in gross funded investments, which net of upfront loan origination fees is $17.5 million.

During the first quarter of 2026, Runway Growth received aggregate proceeds of $17.5 million in principal prepayments and equity sale proceeds. In addition, Runway Growth received proceeds of $1.9 million in scheduled amortizations.

Total portfolio investment activity for the three months ended March 31, 2026 and 2025 was as follows:

Three Months Ended March 31,

2026

2025

Beginning investment portfolio

$

927,402

$

1,076,840

Purchases of investments

17,477

15,320

PIK interest

4,797

3,260

Sales and prepayments of investments

(17,483

)

(74,978

)

Scheduled repayments of investments

(1,934

)

(3,665

)

Amortization of fixed income premiums or accretion of discounts

1,912

1,189

Net realized gain (loss) on investments

1,257

6,057

Net change in unrealized gain (loss) on investments

(47,082

)

(19,790

)

Ending investment portfolio

$

886,346

$

1,004,233

Net Asset Value

As of March 31, 2026, net asset value per share was $12.13, compared to $13.48 as of March 31, 2025. Total net assets at the end of the first quarter of 2026 was $438.2 million, down 12.9% from $503.3 million as of March 31, 2025.

Liquidity and Capital Resources

As of March 31, 2026, the Company had approximately $372.3 million in available liquidity, including unrestricted cash and cash equivalents of $2.3 million and $370.0 million in available borrowing capacity under the Company’s credit facility, subject to existing terms, advance rates and regulatory and covenant requirements.

The Company ended the quarter with a core leverage ratio of approximately 98%, compared to 99% for the quarter ended March 31, 2025.

Distributions

On May 5, 2026, the Company’s board of directors (the "Board of Directors") declared a quarterly distribution of $0.33 per share for stockholders of record as of May 18, 2026. Distributions are payable on June 2, 2026.

Recent Developments

The Company evaluated events subsequent to March 31, 2026 through May 7, 2026, the date the consolidated financial statements were issued. There have been no subsequent events that occurred during such period that would require recognition or disclosure, except as disclosed below.

Repurchase Program

On May 5, 2026, our Board of Directors approved a share repurchase program (the "New Repurchase Program"), under which we may repurchase up to $15.0 million of our outstanding shares of common stock. Under the New Repurchase Program, purchases may be made at management’s discretion from time to time in open-market transactions, in accordance with all applicable securities laws and regulations. If not renewed, the New Repurchase Program will terminate upon the earlier of (i) May 7, 2027 or (ii) the repurchase of $15.0 million of our outstanding shares of common stock.

Retirement and Appointment of Certain Officers

The Company

On May 5, 2026, Thomas B. Raterman notified our Board of Directors that he would retire from his positions as our Chief Operating Officer, Chief Financial Officer, Treasurer and Corporate Secretary effective as of the close of business on June 30, 2026, at which time he will become Vice Chairman of RGC. In that role, he will focus on strategic initiatives that include portfolio optimization, platform-level mergers and acquisitions, capital markets transactions, and capital formation. Mr. Raterman will also continue to serve as a member of the investment committee of RGC.

On May 5, 2026, our Board of Directors elected Carmela Thomson to serve as our Chief Financial Officer, Treasurer and Corporate Secretary effective as of the close of business on June 30, 2026.

The Investment Adviser

Effective as of April 6, 2026, David Spreng, our Chief Executive Officer and President, returned to his role as Chief Investment Officer of RGC in place of Greg Greifeld.

In connection with the Merger (as defined below), John David Tamas became a managing director of healthcare and life sciences investing at RGC.

Effective as of April 30, 2026, Avisha Khubani was promoted to Chief Credit Officer at RGC.

SWK Acquisition

On April 6, 2026, the Company completed its previously announced acquisition of SWK Holdings Corporation, a Delaware corporation ("SWK"), pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 9, 2025, by and among the Company, SWK, RWAY Portfolio Holding Corp., a Delaware corporation and a direct wholly-owned subsidiary of the Company ("Intermediary Sub"), RWAY Portfolio Corp., a Delaware corporation and a wholly-owned subsidiary of Intermediary Sub ("Acquisition Sub") and Runway Growth Capital LLC, a Delaware limited liability company (the "Adviser"). Pursuant to the Merger Agreement, SWK first merged with and into Acquisition Sub, with Acquisition Sub as the surviving company (the "First Merger"). Following the effectiveness of the First Merger, Acquisition Sub merged with and into Intermediary Sub, with Intermediary Sub as the surviving company (the "Second Merger"). Following the effectiveness of the Second Merger, Intermediary Sub merged with and into the

Company, with the Company as the surviving company (the "Third Merger" and, together with the First Merger and the Second Merger, the "Mergers").

In accordance with the terms of the Merger Agreement, at the effective time of the First Merger, each outstanding share of common stock, par value $0.001 per share, of SWK ("SWK Common Stock") was converted into the right to receive (i) either (A) 1.7264 shares of common stock, par value $0.01 per share, of the Company ("Company Common Stock") or (B) $20.59 in cash (based on the election of the holder thereof in accordance with the terms of the Merger Agreement (and subject to the proration as provided therein)) plus (ii) $0.74 in cash, which represents a pro rata share of the guaranteed cash payment paid by the Adviser. As a result, the Company issued an aggregate of 6,330,509 shares of its common stock to SWK's former stockholders. No fractional shares were issued in the First Merger and the value of any fractional shares of Company Common Stock that a former holder of SWK Common Stock would otherwise be entitled to receive will be paid in cash.

Third Supplemental Indenture for the SWK 2027 Notes

On April 6, 2026, the Company entered into a third supplemental indenture (the "Third Supplemental Indenture") by and between the Company and Wilmington Trust, National Association (the "Trustee"), effective as of the closing of the Merger. The Third Supplemental Indenture relates to the Company's assumption of $33.0 million in aggregate principal amount of SWK's 9.00% Senior Notes due 2027 (the "2027 Notes").

Pursuant to the Third Supplemental Indenture, the Company expressly assumed the obligations of SWK for the due and punctual payment of the principal of, and premium, if any, and interest on all the 2027 Notes, and the due and punctual performance and observance of all of the covenants and conditions of the indenture, dated October 3, 2023 (the "Base Indenture"), by and between SWK and the Trustee, as amended by the First Supplemental Indenture, dated as of October 3, 2023 and the Second Supplemental Indenture dated as of April 6, 2026.

Recent Portfolio Activity

From March 31, 2026 through May 7, 2026, the Company funded $44.4 million in unfunded commitments on existing investments.

Conference Call

Runway Growth will hold a conference call to discuss its first quarter ended March 31, 2026 financial results at 2:00 p.m. PT (5:00 p.m. ET) on Thursday, May 7, 2026. To participate in the conference call or webcast, participants should register online at the Runway Investor Relations website. The earnings call can also be accessed through the following links:

Conference Call

Webcast

A live webcast will be available in the investor section of the Company’s website, and will be archived for 90 days following the call.

About Runway Growth Finance Corp.

Runway Growth is a specialty finance company focused on providing flexible capital solutions to late- and growth-stage companies seeking an alternative to raising equity. Runway Growth is a closed-end investment fund that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Runway Growth is externally managed by Runway Growth Capital LLC, an affiliate of BC Partners Advisors L.P. and led by industry veteran David Spreng. For more information, please visit www.runwaygrowth.com.

Forward-Looking Statements

Statements included herein may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in forward-looking statements as a result of a number of factors, including those described from time to time in Runway Growth’s filings with the Securities and Exchange Commission. Runway Growth undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.

Important Disclosures

Strategies described involve special risks that should be evaluated carefully before a decision is made to invest. Not all of the risks and other significant aspects of these strategies are discussed herein. Please see a more detailed discussion of these risk factors and other related risks in the Company’s most recent annual report on Form 10-K in the section entitled “Risk Factors,” which may be obtained on the Company’s website, www.runwaygrowth.com, or the SEC’s website, www.sec.gov.

IR Contacts:

Taylor Donahue, Prosek Partners, rway@prosek.com

Thomas B. Raterman, Chief Financial Officer and Chief Operating Officer, tr@runwaygrowth.com

RUNWAY GROWTH FINANCE CORP.

Consolidated Statements of Assets and Liabilities

(In thousands, except share and per share data)

March 31, 2026

December 31, 2025

(Unaudited)

Assets

Investments at fair value:

Non-control/non-affiliate investments at fair value (cost of $968,725 and $961,646, respectively)

$

873,311

$

912,656

Affiliate investments at fair value (cost of $4,551 and $4,551, respectively)

-

-

Control investments at fair value (cost of $12,180 and $13,233, respectively)

13,035

14,746

Total investments at fair value (cost of $985,456 and $979,430, respectively)

886,346

927,402

Cash and cash equivalents

2,312

18,175

Interest and fees receivable

8,540

7,594

Deferred financing costs

3,895

4,217

Other assets

3,833

2,726

Total assets

904,926

960,114

Liabilities

Debt:

Credit facility

180,000

173,000

2026 Notes

-

25,000

2027 Notes

40,250

132,250

2028 Notes

107,000

107,000

2031 Notes

103,250

-

Deferred financing costs

(3,556)

(1,913)

Total debt, less deferred financing costs

426,944

435,337

Incentive fees payable

14,851

14,444

Interest payable

7,199

6,756

Foreign currency forward contracts

176

711

Secured borrowings

14,759

14,578

Accrued expenses and other liabilities

2,769

3,319

Total liabilities

466,698

475,145

Net assets

Common stock, par value

361

361

Additional paid-in capital

534,238

534,508

Accumulated undistributed (overdistributed) earnings

(96,371)

(49,900)

Total net assets

$

438,228

$

484,969

Shares of common stock outstanding ($0.01 par value, 100,000,000 shares authorized)

36,134,037

36,134,037

Net asset value per share

$

12.13

$

13.42

RUNWAY GROWTH FINANCE CORP.

Consolidated Statements of Operations

(In thousands, except share and per share data)

Three Months Ended March 31,

2026

2025

Investment income

From non-control/non-affiliate investments:

Interest income

$

23,591

$

30,109

Payment-in-kind interest income

4,633

3,651

Dividend income

253

318

Fee income

417

229

From affiliate investments:

Interest income

-

646

Fee income

-

256

From control investments:

Interest income

494

-

Other income

62

189

Total investment income

29,450

35,398

Operating expenses

Management fees

3,613

4,009

Incentive fees

2,601

3,929

Interest and other debt financing expenses

10,486

10,287

Professional fees

604

454

Administration agreement expenses

648

625

Insurance expense

160

155

Tax expense

270

110

Other expenses

444

230

Total operating expenses

18,826

19,799

Net investment income

10,624

15,599

Net realized and net change in unrealized gain (loss)

Net realized gain (loss):

Non-control/non-affiliate investments

207

(2,886

)

Affiliate investments

-

8,943

Control investments

1,050

-

Net realized gain (loss) on investments

1,257

6,057

Net realized gain (loss) on forward contracts and foreign currency transactions

(5

)

-

Net realized gain (loss)

1,252

6,057

Net change in unrealized gain (loss):

Non-control/non-affiliate investments

(46,424

)

(9,799

)

Affiliate investments

-

(9,925

)

Control investments

(658

)

(66

)

Net change in unrealized gain (loss) on investments

(47,082

)

(19,790

)

Net change in unrealized gain (loss) on forward contracts and foreign currency transactions

535

-

Net change in unrealized gain (loss) on secured borrowings

(146

)

-

Net change in unrealized gain (loss)

(46,693

)

(19,790

)

Net realized and unrealized gain (loss)

(45,441

)

(13,733

)

Net increase (decrease) in net assets resulting from operations

$

(34,817

)

$

1,866

Net increase (decrease) in net assets resulting from operations per common share (basic and diluted)

$

(0.96

)

$

0.05

Weighted average shares outstanding (basic and diluted)

36,134,037

37,347,428

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- Definition

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

+ References

No definition available.

+ Details

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dei_EntityFileNumber

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- Definition

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

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No definition available.

+ Details

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Namespace Prefix:

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Data Type:

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Period Type:

duration

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- Definition

Former Legal or Registered Name of an entity

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No definition available.

+ Details

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- Definition

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

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

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

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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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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Namespace Prefix:

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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.

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-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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Period Type:

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- Definition

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

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Namespace Prefix:

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Data Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

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Period Type:

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- Definition

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

+ References

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

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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