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Form 8-K

sec.gov

8-K — LAM RESEARCH CORP

Accession: 0000707549-26-000052

Filed: 2026-10-21

Period: 2026-10-21

CIK: 0000707549

SIC: 3559 (SPECIAL INDUSTRY MACHINERY, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — lrcx-20261021.htm (Primary)

EX-99.1 (lrcx_exhibitx991xq1x2027.htm)

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8-K (Primary)

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 21, 2026

LAM RESEARCH CORPORATION

(Exact name of registrant as specified in its charter)

Delaware 000-12933 94-2634797

(State or Other Jurisdiction

of Incorporation) (Commission

File Number) (IRS Employer

Identification Number)

4650 Cushing Parkway

Fremont, California 94538

(Address of principal executive offices, including zip code)

(510) 572-0200

(Registrant’s telephone number, including area code)

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 Name of each exchange on which registered

Common Stock, Par Value $0.001 Per Share LRCX The Nasdaq Stock Market

(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.                      ☐

Table of Contents

Table of Contents

Item 2.02.    Results of Operations and Financial Condition

3

Item 9.01.    Financial Statements and Exhibits

3

SIGNATURES

4

EX-99.1

Table of Contents

Item 2.02. Results of Operations and Financial Condition

On October 21, 2026, Lam Research Corporation (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended September 27, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this item 2.02, including Exhibit 99.1, 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, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number Description

99.1

Press Release dated October 21, 2026 announcing financial results for the fiscal quarter ended September 27, 2026

104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

Table of Contents

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.

Date: October 21, 2026

LAM RESEARCH CORPORATION

(Registrant)

/s/ Douglas R. Bettinger

Douglas R. Bettinger

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

EX-99.1

EX-99.1

Filename: lrcx_exhibitx991xq1x2027.htm · Sequence: 2

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

Lam Research Corporation Reports Financial Results for the Quarter Ended September 27, 2026

FREMONT, Calif., October 21, 2026 - Lam Research Corporation (the "Company," "Lam," "Lam Research") today announced financial results for the quarter ended September 27, 2026 (the “September 2026 quarter”).

Highlights for the September 2026 quarter were as follows:

•Revenue of $8.22 billion.

•U.S. GAAP gross margin as a percent of revenue of 52.3%, U.S. GAAP operating margin as a percent of revenue of 40.0%, and U.S. GAAP diluted EPS of $2.19.

•Non-GAAP gross margin as a percent of revenue of 52.4%, non-GAAP operating margin as a percent of revenue of 40.2%, and non-GAAP diluted EPS of $2.20.

Key Financial Data for the Quarters Ended

September 27, 2026 and June 28, 2026

(in thousands, except per share data, percentages, and basis points)

U.S. GAAP

September 2026 June 2026 Change Q/Q

Revenue $ 8,219,418  $ 6,722,238  +22%

Gross margin 52.3  % 51.7  % + 60 bps

Operating margin 40.0  % 37.4  % + 260 bps

Diluted EPS $ 2.19  $ 1.81  + 21%

Non-GAAP

September 2026 June 2026 Change Q/Q

Revenue $ 8,219,418  $ 6,722,238  +22%

Gross margin 52.4  % 52.0  % + 40 bps

Operating margin 40.2  % 38.4  % + 180 bps

Diluted EPS $ 2.20  $ 1.82  + 21%

U.S. GAAP Financial Results

For the September 2026 quarter, revenue was $8.22 billion, gross margin was $4.30 billion, or 52.3% of revenue, operating expenses were $1.02 billion, operating margin was 40.0%, and net income was $2.75 billion, or $2.19 per diluted share on a U.S. GAAP basis. This compares to revenue of $6.72 billion, gross margin of $3.48 billion, or 51.7% of revenue, operating expenses of $965.3 million, operating margin of 37.4%, and net income of $2.28 billion, or $1.81 per diluted share, for the quarter ended June 28, 2026 (the “June 2026 quarter”).

Non-GAAP Financial Results

For the September 2026 quarter, non-GAAP gross margin was $4.31 billion, or 52.4% of revenue, non-GAAP operating expenses were $1.00 billion, non-GAAP operating margin was 40.2%, and non-GAAP net income was $2.77 billion, or $2.20 per diluted share. This compares to non-GAAP gross margin of $3.50 billion, or 52.0% of revenue, non-GAAP operating expenses of $916.4 million, non-GAAP operating margin of 38.4%, and non-GAAP net income of $2.28 billion, or $1.82 per diluted share, for the June 2026 quarter.

“With AI driving higher semiconductor demand and greater device complexity, our focus on operational execution helped Lam deliver record revenue, profit, and earnings per share in the September quarter,” said Tim Archer, Lam Research's President and Chief Executive Officer. “Our strategic investments in technology inflections and manufacturing capacity are paying off, strengthening our ability to outgrow the wafer fabrication equipment market as the industry expands.”

Balance Sheet and Cash Flow Results

Cash, cash equivalents, and restricted cash balances increased to $7.45 billion at the end of the September 2026 quarter compared to $5.60 billion at the end of the June 2026 quarter. The increase was primarily the result of cash generated from operating activities during the quarter partially offset by cash deployed for capital return activities and capital expenditures.

Deferred revenue at the end of the September 2026 quarter increased to $2.66 billion compared to $2.43 billion as of the end of the June 2026 quarter. Lam's deferred revenue balance does not include shipments to customers in Japan, to whom control does not transfer until customer acceptance. Shipments to customers in Japan are classified as inventory at cost until the time of acceptance. The estimated future revenue from shipments to customers in Japan was approximately $468.3 million as of September 27, 2026 and $490.2 million as of June 28, 2026.

Revenue

The geographic distribution of revenue during the September 2026 quarter is shown in the following table:

Region Revenue

China 35%

Korea 20%

Taiwan 18%

Japan 9%

United States 8%

Southeast Asia 6%

Europe 4%

The following table presents revenue disaggregated between systems and customer support-related revenue:

Three Months Ended

September 27,

2026 June 28,

2026 September 28,

2025

(in thousands)

Systems revenue $ 5,732,907  $ 4,249,848  $ 3,547,565

Customer support-related revenue and other 2,486,511  2,472,390  1,776,608

$ 8,219,418  $ 6,722,238  $ 5,324,173

Systems revenue includes sales of new leading-edge equipment in deposition, etch, clean, and other wafer fabrication markets.

Customer support-related revenue includes sales of customer services, spares, upgrades, and non-leading-edge equipment from our Reliant® product line.

Outlook

For the quarter ending December 27, 2026, Lam is providing the following guidance:

U.S. GAAP Reconciling Items Non-GAAP

Revenue $8.60 Billion +/- $400 Million — $8.60 Billion +/- $400 Million

Gross margin 52.5% +/- 1% $ 2.7  Million 52.5% +/- 1%

Operating margin 40.5% +/- 1% $ 3.0  Million 40.5% +/- 1%

Net income per diluted share $2.33 +/- $0.15 $ 3.3  Million $2.33 +/- $0.15

Diluted share count 1.253 Billion — 1.253 Billion

The information provided above is only an estimate of what the Company believes is realizable as of the date of this release and does not incorporate the potential impact of any business combinations, asset acquisitions, divestitures, restructuring, balance sheet valuation adjustments, financing arrangements, other investments, or other items that may be completed or realized after the date of this release, except as described below. U.S. GAAP to non-GAAP reconciling items provided include only those items that are known and can be estimated as of the date of this release. Actual results will vary from this model and the variations may be material. Reconciling items included above are as follows:

•Gross margin - amortization related to intangible assets acquired through certain business combinations, $2.7 million.

•Operating margin - amortization related to intangible assets acquired through certain business combinations, $3.0 million.

•Net income per diluted share - amortization related to intangible assets acquired through certain business combinations, $3.0 million; amortization of note discounts, $0.5 million; and associated tax benefit for non-GAAP items ($0.2 million); totaling $3.3 million.

Use of Non-GAAP Financial Results

In addition to U.S. GAAP results, this press release also contains non-GAAP financial results. The Company’s non-GAAP results for both the September 2026 and June 2026 quarters exclude amortization related to intangible assets acquired through certain business combinations, the effects of elective deferred compensation-related assets and liabilities, amortization of note discounts, and the net income tax effect of non-GAAP items. The September 2026 quarter also excludes the net income tax effect of a change in tax law, and the June 2026 quarter excludes workforce optimization charges and the related income tax effect.

Management uses non-GAAP gross margin, operating expense, operating income, operating margin, net income, and net income per diluted share to evaluate the Company’s operating and financial results. The Company believes the presentation of non-GAAP results is useful to investors for analyzing business trends and comparing performance to prior periods, along with enhancing investors’ ability to view the Company’s results from management’s perspective. Tables presenting reconciliations of non-GAAP results to U.S. GAAP results are included at the end of this press release and on the Company’s website at https://investor.lamresearch.com.

Caution Regarding Forward-Looking Statements

Statements made in this press release that are not of historical fact are forward-looking statements and are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements concerning: our outlook and guidance for future financial results, including revenue, gross margin, operating margin, net income per diluted share, and diluted share count; AI-driven semiconductor demand and device complexity; our focus on operational execution; the perceived benefits of our strategic investments; our ability to outgrow the wafer fabrication equipment market as the industry expands; and deferred revenue. These statements are not a guarantee of future performance and involve a number of risks, uncertainties, and other factors that could cause our actual results or outcomes, or the timing of our results or outcomes, to differ materially from those expressed or implied in this press release. Such risks, uncertainties, and other factors include: our assumptions related to continued expansion of the wafer fabrication equipment market, growth of deposition and etch intensity, and scaling of our operations may prove invalid; business, economic, political, and/or regulatory conditions in the consumer electronics industry, the semiconductor industry and the overall economy, including wafer fabrication equipment spending or demand related to AI, may deteriorate or change; the actions, performance, or investment levels of our customers and competitors may be inconsistent with our expectations; customer and product mix, including across market segments and geographical regions, may change; we may be unable to realize the value of our products and technology, successfully commercialize new products and technologies, implement pricing initiatives, or execute on perceived opportunities; we may be unable to achieve anticipated operational, manufacturing, supply chain, procurement, and scale efficiencies; customer technology transitions, capacity expansions, and fab construction projects may have different timing or be less successful than we expect; we may be unable to manage operating expenses effectively while continuing to invest in research and development, product innovation, customer support, and future growth opportunities; trade regulations, export controls (including entity listings, end use/user controls, technology controls, and foreign direct product rules), tariffs, trade disputes, and other geopolitical developments may inhibit our ability to sell our products or services; supply chain cost increases, tariffs, and other inflationary pressures may continue to impact our profitability; supply chain disruptions or manufacturing capacity constraints may limit our ability to manufacture and sell our products; natural and human-caused disasters, disease outbreaks, war, terrorism, political or governmental unrest or instability, or other events beyond our control may impact our operations and revenue in affected areas; as well as the other risks and uncertainties that are described in the documents filed or furnished by us with the Securities and Exchange Commission, including specifically the “Risk Factors” described in our most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. You should evaluate all forward-looking statements made in this press release in the context of these risks, uncertainties, and other factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are based on our current beliefs, expectations, and assumptions about future events. Except as required by law, we undertake no obligation to update the information or statements made in this press release.

Lam Research Corporation is a global supplier of innovative wafer fabrication equipment and services to the semiconductor industry. Lam's equipment and services allow customers to build smaller and better performing devices. In fact, today, nearly every advanced chip is built with Lam technology. We combine superior systems engineering, technology leadership, and a strong values-based culture, with an unwavering commitment to our customers. Lam Research (Nasdaq: LRCX) is a FORTUNE 500® company headquartered in Fremont, Calif., with operations around the globe. Learn more at www.lamresearch.com. (LRCX)

Condensed Consolidated Financial Tables Follow.

###

LAM RESEARCH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data and percentages)

(unaudited)

Three Months Ended

September 27,

2026 June 28,

2026 September 28,

2025

Revenue $ 8,219,418  $ 6,722,238  $ 5,324,173

Cost of goods sold 3,920,565  3,243,498  2,639,294

Gross margin 4,298,853  3,478,740  2,684,879

Gross margin as a percent of revenue 52.3  % 51.7  % 50.4  %

Research and development 666,398  642,922  576,446

Selling, general and administrative 348,728  322,330  279,345

Total operating expenses 1,015,126  965,252  855,791

Operating income 3,283,727  2,513,488  1,829,088

Operating margin 40.0  % 37.4  % 34.4  %

Other income (expense), net 28,493  41,654  30,074

Income before income taxes 3,312,220  2,555,142  1,859,162

Income tax expense (559,082) (277,860) (290,502)

Net income $ 2,753,138  $ 2,277,282  $ 1,568,660

Net income per share:

Basic $ 2.20  $ 1.82  $ 1.24

Diluted $ 2.19  $ 1.81  $ 1.24

Number of shares used in per share calculations:

Basic 1,250,883  1,251,286  1,264,446

Diluted 1,255,768  1,256,032  1,269,313

Cash dividend declared per common share $ 0.33  $ 0.26  $ 0.26

LAM RESEARCH CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

September 27,

2026 June 28,

2026 September 28,

2025

(unaudited) (1) (unaudited)

ASSETS

Cash and cash equivalents $ 7,437,384  $ 5,579,171  $ 6,693,046

Accounts receivable, net 5,658,379  5,339,682  3,633,034

Inventories 4,550,544  4,276,111  4,095,054

Prepaid expenses and other current assets 477,805  415,741  385,580

Total current assets 18,124,112  15,610,705  14,806,714

Property and equipment, net 3,126,029  2,956,472  2,510,531

Goodwill and intangible assets 1,911,547  1,895,859  1,826,950

Other assets 3,191,368  3,066,707  2,756,016

Total assets $ 26,353,056  $ 23,529,743  $ 21,900,211

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current portion of long-term debt and finance lease obligations $ 3,486  $ 4,073  $ 754,363

Other current liabilities 7,309,013  5,933,176  5,953,547

Total current liabilities 7,312,499  5,937,249  6,707,910

Long-term debt and finance lease obligations 3,731,958  3,730,490  3,729,580

Income taxes payable 684,273  681,197  646,044

Other long-term liabilities 715,852  709,886  623,925

Total liabilities 12,444,582  11,058,822  11,707,459

Stockholders’ equity (2) 13,908,474  12,470,921  10,192,752

Total liabilities and stockholders’ equity $ 26,353,056  $ 23,529,743  $ 21,900,211

(1) Derived from audited financial statements.

(2)

Common shares issued and outstanding were 1,249,145 as of September 27, 2026, 1,251,278 as of June 28, 2026, and 1,259,176 as of September 28, 2025.

LAM RESEARCH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, unaudited)

Three Months Ended

September 27,

2026 June 28,

2026 September 28,

2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income $ 2,753,138  $ 2,277,282  $ 1,568,660

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

Depreciation and amortization 122,072  119,642  101,644

Deferred income taxes (55,300) (175,752) (62,875)

Equity-based compensation expense 114,696  103,985  97,241

Other, net 27,633  (8,006) (1,890)

Changes in operating assets and liabilities 535,413  (859,923) 76,184

Net cash provided by operating activities 3,497,652  1,457,228  1,778,964

CASH FLOWS FROM INVESTING ACTIVITIES:

Capital expenditures and intangible assets (257,697) (188,801) (185,121)

Other, net (9,292) 45,060  (927)

Net cash used for investing activities (266,989) (143,741) (186,048)

CASH FLOWS FROM FINANCING ACTIVITIES:

Principal payments on debt, including finance lease obligations and payments for debt issuance costs (34,489) (1,355) (1,417)

Treasury stock purchases, including excise tax payments (1,024,965) (246,560) (975,791)

Dividends paid (325,402) (325,318) (291,981)

Reissuance of treasury stock related to employee stock purchase plan —  88,780  —

Proceeds from issuance of common stock, net of issuance costs 4,263  4,426  —

Other, net (1,786) (282) (12,449)

Net cash used for financing activities (1,382,379) (480,309) (1,281,638)

Effect of exchange rate changes on cash, cash equivalents, and restricted cash 4,663  (2,056) (7,059)

Net change in cash, cash equivalents, and restricted cash 1,852,947  831,122  304,219

Cash, cash equivalents, and restricted cash at beginning of period (1)

5,597,943  4,766,821  6,407,656

Cash, cash equivalents, and restricted cash at end of period (1)

$ 7,450,890  $ 5,597,943  $ 6,711,875

(1) Restricted cash is reported within Other assets in the Condensed Consolidated Balance Sheets.

Non-GAAP Financial Summary

(in thousands, except percentages and per share data)

(unaudited)

Three Months Ended

September 27,

2026 June 28,

2026

Revenue $ 8,219,418  $ 6,722,238

Gross margin $ 4,305,019  $ 3,497,336

Gross margin as a percent of revenue 52.4  % 52.0  %

Operating expenses $ 1,004,280  $ 916,420

Operating income $ 3,300,739  $ 2,580,916

Operating margin 40.2  % 38.4  %

Net income $ 2,768,417  $ 2,279,968

Net income per diluted share $ 2.20  $ 1.82

Shares used in per share calculation - diluted 1,255,768  1,256,032

Reconciliation of U.S. GAAP Net Income to Non-GAAP Net Income

(in thousands, except per share data)

(unaudited)

Three Months Ended

September 27,

2026 June 28,

2026

U.S. GAAP net income $ 2,753,138  $ 2,277,282

Pre-tax non-GAAP items:

Amortization related to intangible assets acquired through certain business combinations - cost of goods sold 2,668  2,668

Elective deferred compensation ("EDC") related liability valuation increase - cost of goods sold 3,498  15,379

Workforce optimization charges - cost of goods sold —  549

EDC related liability valuation increase - research and development 6,299  27,682

Workforce optimization charges - research and development —  960

Amortization related to intangible assets acquired through certain business combinations - selling, general and administrative 348  348

EDC related liability valuation increase - selling, general and administrative 4,199  18,454

Workforce optimization charges - selling, general and administrative —  1,388

Amortization of note discounts - other income (expense), net 508  504

Gain on EDC related asset - other income (expense), net (12,870) (61,325)

Net income tax benefit on non-GAAP items (825) (3,921)

Income tax expense from a change in tax law 11,454  —

Non-GAAP net income $ 2,768,417  $ 2,279,968

Non-GAAP net income per diluted share $ 2.20  $ 1.82

U.S. GAAP net income per diluted share $ 2.19  $ 1.81

U.S. GAAP and non-GAAP number of shares used for per diluted share calculation 1,255,768  1,256,032

Reconciliation of U.S. GAAP Gross Margin, Operating Expenses and Operating Income to Non-GAAP Gross Margin, Operating Expenses and Operating Income

(in thousands, except percentages)

(unaudited)

Three Months Ended

September 27,

2026 June 28,

2026

U.S. GAAP gross margin $ 4,298,853  $ 3,478,740

Pre-tax non-GAAP items:

Amortization related to intangible assets acquired through certain business combinations 2,668  2,668

EDC related liability valuation increase 3,498  15,379

Workforce optimization charges —  549

Non-GAAP gross margin $ 4,305,019  $ 3,497,336

U.S. GAAP gross margin as a percent of revenue 52.3  % 51.7  %

Non-GAAP gross margin as a percent of revenue 52.4  % 52.0  %

U.S. GAAP operating expenses $ 1,015,126  $ 965,252

Pre-tax non-GAAP items:

Amortization related to intangible assets acquired through certain business combinations (348) (348)

EDC related liability valuation increase (10,498) (46,136)

Workforce optimization charges —  (2,348)

Non-GAAP operating expenses $ 1,004,280  $ 916,420

U.S. GAAP operating income $ 3,283,727  $ 2,513,488

Non-GAAP operating income $ 3,300,739  $ 2,580,916

U.S. GAAP operating margin 40.0  % 37.4  %

Non-GAAP operating margin 40.2  % 38.4  %

Lam Research Corporation Contacts:

Ram Ganesh, Investor Relations, phone: 510-572-1615, e-mail: investor.relations@lamresearch.com

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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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-Name Exchange Act

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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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No definition available.

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- Definition

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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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

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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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-Publisher SEC

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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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-Number 240

-Section 13e

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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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- 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.

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-Name Securities Act

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