Form 8-K
8-K — Fold Holdings, Inc.
Accession: 0001193125-26-219369
Filed: 2026-05-12
Period: 2026-05-12
CIK: 0001889123
SIC: 6199 (FINANCE SERVICES)
Item: Results of Operations and Financial Condition
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — fld-20260512.htm (Primary)
EX-99.1 (fld-ex99_1.htm)
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8-K
8-K (Primary)
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8-K
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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): May 12, 2026
Fold Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-41168
86-2170416
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
2942 North 24th Street, Suite 115, #42035
Phoenix, Arizona
85016
(Address of principal executive offices)
(Zip Code)
(866) 365-3277
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(s)
Name of each exchange on which registered
Common stock, par value $0.0001 per share
FLD
Nasdaq Capital Market
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share
FLDDW
Nasdaq Capital 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 12, 2026, Fold Holdings, Inc. issued a press release announcing its financial and operational results for the first quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein in its entirety by reference.
Limitation on Incorporation by Reference. The information furnished in this Item 2.02, including the press release attached hereto as Exhibit 99.1, 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 such information be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as Exhibit 99.1 hereto, the press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.
Item 7.01. Regulation FD Disclosure.
The information set forth under Item 2.02 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
99.1
Press Release of Fold Holdings, Inc., dated May 12, 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.
Fold Holdings, Inc.
Date: May 12, 2026
By:
/s/ Will Reeves
Name:
Will Reeves
Title:
Chief Executive Officer
EX-99.1
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EX-99.1
Fold Holdings, Inc. (NASDAQ: FLD)
Announces First Quarter 2026 Results
Revenues: $5.6 million, 21.1% YoY decrease
Transaction Volumes down 32% YoY
More than 1,000 Fold Bitcoin Credit Cards in Circulation
Restructuring fees on Bitcoin Gift Card to Drive Distribution
PHOENIX – May 12, 2026
Fold Holdings, Inc. (NASDAQ: FLD) (“Fold”, “we”, or “our”), the first publicly traded bitcoin financial services company, today announced financial results for the first quarter ended March 31, 2026.
Q1 2026 Financial Highlights
●
Revenue: $5.6 million; 21.1% YoY decrease
●
Net Loss: ($29.2) million
●
Adjusted EBITDA2 (Loss): ($5.8) million
●
Loss Per Share: ($0.59) per share
●
Adjusted EBITDA (Loss) Per Share2: ($0.12) per share
●
Bitcoin Investment Treasury Holdings1: 826 BTC
Q1 2026 Key Operating Metrics
●
Total Transaction Volume: $172 million; 32% YoY decrease
●
Total Verified Accounts: nearly 85,000, added close to 2,000 new verified accounts in the quarter
CEO Commentary
“Q1 was a challenging quarter across the broader Bitcoin industry. Lower Bitcoin prices pressured transaction volumes, trading activity, and consumer engagement, and Fold saw that pressure in our results,” said Fold Chairman and CEO Will Reeves. “But as with past drawdown cycles, we believe the fundamental value proposition, technological value, and network effects of bitcoin remain strong. We are focused on what we can control, and we continue to put our energy and focus into building our products and serving our customers. Importantly, Fold remains focused on building a scalable platform with multiple interconnected products that we believe will drive durable and long-term growth.”
Mr. Reeves continued, “We continued the rollout of the Fold Bitcoin Rewards Credit Card this quarter and now have approximately 1,000 cards in circulation. We expect to expand distribution in the coming months and meet the market’s high demand for this game changing product. While still early, initial user feedback is positive and initial cohort data is promising. Cardholders are already engaging with multiple products in our ecosystem, validating our belief that the card can become both a powerful acquisition engine and a major driver of ecosystem engagement over time. ”
He added, “The Bitcoin Gift Card also remains an important part of our growth strategy and continues to perform strongly. Through this product we have onboarded thousands of new customers and reengaged existing users through a familiar retail experience, and many of these users are now engaging across the broader Fold ecosystem. Our flagship relationship with Kroger has been a success, and we believe this model can scale nationally across additional retailers. To support that growth, we are restructuring our gift card economics with distribution partners to materially reduce customer friction and improve retail placement opportunities.”
Mr. Reeves concluded, “Despite a challenging market backdrop, we believe Fold made significant progress in the first quarter and, more importantly, laid the foundation for what comes next. With credit gaining traction, a more aggressive customer acquisition strategy in place, and continued improvements to our platform, we believe Fold is well-positioned to grow, increase engagement, and build a valuable, long-term business.”
Strategic & Business Updates:
●
Fold Bitcoin Rewards Credit Card
o
More than 1,000 cards now in circulation
o
Expect continued distribution throughout the year; prioritizing the roughly 80,000 people on the waiting list
o
Initial cohort data showing strong cross-product adoption
o
The Fold Credit Card is powered by Visa and Stripe, allowing users to earn bitcoin rewards up to 4.0%
●
Fold Bitcoin Gift Card
o
Fold is restructuring its fee on cards to accelerate distribution and drive customer acquisition
o
Fold believes the full distribution of the Bitcoin Gift Card will drive thousands of new users to its ecosystem and lead to the increased adoption of other products
o
Currently available online (Fold app, foldapp.com, giftcards.com, etc.) and in store (~2,000 Kroger brand locations)
Earnings Call and Webcast Information:
Fold will host a conference call at 5:00 p.m. Eastern Time today, which will include a brief discussion of results followed by a question-and-answer period. To participate in this event, please log on or dial in approximately 5 minutes before the beginning of the call.
Date: May 12, 2026
Time: 5:00 p.m. ET
Participant Call Links:
●
Live Webcast: Link
●
Dial-in Registration Link: Link
●
A replay of the call will be archived at https://investor.foldapp.com
Footnotes
1 Fold’s Bitcoin Investment Treasury was 826 BTC as of March 31, 2026 and May 11, 2026.
2 Adjusted EBITDA and Adjusted EBITDA Per Share are financial measures not presented in accordance with generally accepted accounting principles (“GAAP”) (a “Non-GAAP Financial Measure”). Please see “Non-GAAP Financial Measures” at the end of this press release.
About Fold:
Fold (NASDAQ: FLD) is the first publicly traded bitcoin financial services company, making it easy for individuals and businesses to earn, save, and use bitcoin. Fold is at the forefront of integrating bitcoin into everyday financial experiences. Through innovative products like the Fold App, Fold Credit Card™, Fold Bitcoin Gift Card™, and Fold Debit Card™, the company is building the bridge between traditional finance and the bitcoin-powered future.
Forward-Looking Statements:
The information in this press release includes “forward-looking statements” within the meaning of the federal securities laws. All statements that are not statements of historical fact are forward-looking statements. Forward-looking statements may be identified by the use of words such as “may,” “could,” “would,” “should,” “predict,” “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include statements regarding the rollout, development and expected effect of Fold’s credit card program and gift card product, and the potential success of Fold’s overall market, product and growth strategies. These statements are based on assumptions and on the current expectations of Fold’s management and are not predictions of actual performance. Many actual events and circumstances are beyond the control of Fold. These forward-looking statements are subject to a number of risks and uncertainties, including: (i) changes in domestic and foreign business, market, financial, political and legal conditions, including but not limited to changes in the acceptance of bitcoin; (ii) our continued ability to implement business plans, including our ability to process and approve new credit card applications; (iii) the risk of downturns, new entrants and a changing regulatory landscape in the highly competitive industry in which Fold operates; (iv) volatility in the market price of bitcoin; (v)
access to and reliance on funding for our products, including the credit card, and general operations; (vi) access to and reliance on third parties for their services related to certain of our products, including risks relating to Fold having a single custodian for our bitcoin; (vii) reliance on banking partners which are subject to complex and demanding regulations and compliance standards; and (viii) those risks and uncertainties discussed in Fold Holdings, Inc.’s filings with the Securities and Exchange Commission. If any of these risks materialize or Fold’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. While Fold may elect to update these forward-looking statements at some point in the future, Fold specifically disclaims any obligation to do so, except as required by law.
Fold Holdings, Inc. Condensed Balance Sheets (Unaudited)
March 31,
December 31,
2026
2025
Assets
Current assets
Cash and cash equivalents
$
11,526,471
$
7,652,203
Accounts receivable, net
539,147
728,001
Inventories
460,701
478,045
Digital assets - rewards treasury
5,253,902
6,872,869
Prepaid expenses and other current assets
2,195,840
2,384,684
Total current assets
19,976,061
18,115,802
Digital assets - investment treasury
56,355,303
133,658,791
Capitalized software development costs, net
1,704,704
1,393,752
Other non-current assets
292,858
299,309
Total assets
$
78,328,926
$
153,467,654
Liabilities and stockholders' equity
Current liabilities
Accounts payable
$
1,653,305
$
704,789
Accrued expenses and other current liabilities
2,609,739
3,166,186
February 2026 note - related party, net
12,151,382
-
Credit facility
20,000,000
10,000,000
Customer rewards liability
5,253,902
6,872,869
Deferred revenue
308,627
366,252
Total current liabilities
41,976,955
21,110,096
June 2025 convertible note, net
-
21,469,675
March 2025 convertible note - related party
-
47,207,556
Other non-current liabilities
-
689,680
Total liabilities
41,976,955
90,477,007
Commitments and contingencies (Note 13)
Stockholders’ equity
Preferred stock, $0.0001 par value; 20,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2026 and 0 shares issued and outstanding at December 31, 2025
-
-
Common stock, $0.0001 par value; 600,000,000 shares authorized, 50,738,916 shares issued and 50,353,315 shares outstanding at March 31, 2026 and 48,477,883 shares issued and 48,419,266 shares outstanding at December 31, 2025
5,076
4,849
Additional paid-in-capital
236,453,785
233,924,782
Accumulated deficit
(200,106,890
)
(170,938,984
)
Total stockholders’ equity
36,351,971
62,990,647
Total liabilities and stockholders’ equity
$
78,328,926
$
153,467,654
Fold Holdings, Inc. Condensed Statements of Operations (Unaudited)
Three Months Ended
March 31,
2026
2025
Revenues, net
$
5,592,309
$
7,087,837
Operating expenses
Banking and payments costs
4,806,374
6,758,924
Custody and trading costs
598,415
45,785
Compensation and benefits
4,034,267
6,457,940
Marketing expenses
268,108
399,798
Professional fees
1,667,414
1,788,505
Amortization expense
156,079
91,071
(Gain) loss on customer rewards liability
(1,507,471
)
(1,100,857
)
(Gain) loss on digital assets - rewards treasury
1,689,455
1,010,586
Other selling, general and administrative expenses
1,709,981
1,136,455
Total operating expenses
13,422,622
16,588,207
Operating loss
(7,830,313
)
(9,500,370
)
Other income (expense)
Gain (loss) on digital assets - investment treasury
(28,629,465
)
(15,617,152
)
Change in fair value of SAFEs
-
(6,503,113
)
Change in fair value of convertible note
13,200,089
(6,534,143
)
Convertible note issuance costs and fees
-
(9,569,109
)
Loss on extinguishment of debt
(4,005,132
)
-
Interest expense
(2,273,828
)
(1,271,638
)
Other income
374,214
120,303
Other expense, net
(21,334,122
)
(39,374,852
)
Net loss before income taxes
(29,164,435
)
(48,875,222
)
Income tax expense (benefit)
3,471
3,978
Net loss
$
(29,167,906
)
$
(48,879,200
)
Net loss per share attributable to common stockholders:
Basic and diluted
$
(0.59
)
$
(1.92
)
Weighted-average common shares outstanding:
Basic and diluted
49,656,409
25,436,398
Fold Holdings, Inc. Condensed Statements of Cash Flows (Unaudited)
Three Months Ended March 31,
2026
2025
Cash flows from operating activities
Net loss
$
(29,167,906
)
$
(48,879,200
)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization expense
156,079
91,071
Loss on digital assets - rewards treasury
1,689,455
1,010,586
Loss on digital assets - investment treasury
28,629,465
15,617,152
Gain on customer rewards liability
(1,507,471
)
(1,100,857
)
Change in fair value of convertible note
(13,200,089
)
6,534,143
Convertible note issuance costs and fees
-
9,569,109
Loss on extinguishment of debt
4,005,132
-
Amortization of debt issuance costs
6,638
-
Amortization of debt discount and premium
(114,731
)
525,921
Change in fair value of SAFEs
-
6,503,113
Share-based compensation expense
1,696,766
5,170,275
Other non-cash adjustments
(343,039
)
-
Increase (decrease) in cash resulting from changes in:
Accounts receivable, net
188,854
(491,433
)
Inventories
17,344
(140,782
)
Prepaid expenses and other current assets
(11,187
)
(962,423
)
Accounts payable
948,516
373,426
Accrued expenses and other current liabilities
816,814
660,721
Customer reward liability
344,298
611,552
Deferred revenue
(57,625
)
(46,574
)
Other non-current liabilities
(689,680
)
-
Net cash used in operating activities
(6,592,367
)
(4,954,200
)
Cash flows from investing activities
Purchases of digital assets
(716,500
)
(1,562,973
)
Proceeds from sales of digital assets
14,376,468
-
Payments for capitalized software development costs
(467,031
)
(266,221
)
Net cash provided by (used in) investing activities
13,192,937
(1,829,194
)
Cash flows from financing activities
Proceeds from issuance of note
13,000,000
-
Repayment of convertible note
(25,166,667
)
-
Proceeds from recapitalization
-
804,600
Payments of deferred IPO costs
-
(652,013
)
Proceeds from issuance of common stock
389,665
-
Proceeds from credit facility
10,000,000
-
Common stock withheld for employee tax obligations
(949,300
)
-
Net cash provided by (used in) financing activities
(2,726,302
)
152,587
Net increase (decrease) in cash and cash equivalents
3,874,268
(6,630,807
)
Cash and cash equivalents, beginning of period
7,652,203
18,330,359
Cash and cash equivalents, end of period
$
11,526,471
$
11,699,552
Non-cash investing and financing activities
Non-cash payment of interest with common stock
$
613,334
$
-
Distributions of digital assets to fulfill customer reward redemptions
455,794
714,802
Distributions of digital assets to satisfy other current obligations
480,307
1,012
Non-cash repayment of convertible note via transfer of digital assets - related party
34,007,466
-
Non-cash amortization of deferred issuance costs
6,451
-
Non-cash allocation of convertible note proceeds to embedded derivative
63,418
-
Non-cash allocation of note proceeds to commitment shares
785,200
-
Recapitalization
-
173,019,904
Proceeds from convertible debt received in digital assets - related party
-
43,965,525
Distributions of digital assets for prepaid interest - related party
-
2,313,975
Supplemental disclosure of cash flow information
Cash paid during the period for interest expense
2,655,139
-
Non-GAAP Financial Measures
Adjusted EBITDA
In addition to net loss and other results under GAAP, we utilize non-GAAP calculations of adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) to monitor the financial health of our business. Adjusted EBITDA is defined as net loss, excluding (i) interest expense, (ii) provision for (benefit from) income taxes, (iii) depreciation and amortization, (iv) share-based compensation, (v) remeasurement gains and losses such as fair value remeasurements on our digital assets, convertible notes, and SAFE notes, and (vi) impairments, restructuring charges, and business acquisition- or disposition-related expenses that we believe are not indicative of our core operating results. This non-GAAP financial information has limitations as an analytical tool when assessing our operating performance, is presented for supplemental informational purposes only, should not be considered in isolation or as a substitute for, or superior to, financial information presented in accordance with GAAP, and may be different from similarly titled non-GAAP measures used by other companies.
The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature, or because the amount and timing of these items are unpredictable, are not driven by core results of operations, and/or render comparisons with prior periods and competitors less meaningful. We believe Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of core operations, as well as providing a useful measure for period-to-period comparisons of our business performance. Moreover, Adjusted EBITDA is a key measurement used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic planning and annual budgeting.
The following table presents a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net loss:
Three Months Ended March 31,
2026
2025
Net loss
$
(29,167,906
)
$
(48,879,200
)
Add:
Interest expense
2,273,828
1,271,638
Income tax expense (benefit)
3,471
3,978
Amortization expense
156,079
91,071
Share-based compensation expense
1,709,413
5,170,275
(Gain) loss on customer rewards liability
(1,507,471
)
(1,100,857
)
(Gain) loss on digital assets - rewards treasury
1,689,455
1,010,586
(Gain) loss on digital assets - investment treasury
28,629,465
15,617,152
Change in fair value of SAFEs
-
6,503,113
Change in fair value of other liabilities
(343,039
)
Change in fair value of convertible note
(13,200,089
)
6,534,143
Convertible note issuance costs and fees
-
9,569,109
Loss on extinguishment of debt
4,005,132
-
Adjusted EBITDA
$
(5,751,662
)
$
(4,208,992
)
Three Months Ended March 31,
2026
2025
Adjusted EBITDA (Loss)
$
(5,751,662
)
$
(4,208,992
)
Weighted-average shares used to compute basic and diluted net loss per share
49,656,409
25,436,398
Adjusted EBITDA (Loss) per share attributable to common stockholders:
Basic and diluted
$
(0.12
)
$
(0.17
)
For investor and media inquiries, please contact:
Investor Relations:
OG Advisory Group
Samir Jain, CFA
FoldIR@orangegroupadvisors.com
Media:
Confluence Partners, LLC
Cindy Stoller
Media@foldapp.com
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May 12, 2026
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Entity File Number
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Entity Registrant Name
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Entity Central Index Key
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Entity Tax Identification Number
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Entity Incorporation, State or Country Code
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Entity Address, Address Line One
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Entity Address, Address Line Two
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Entity Address, Address Line Three
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Trading Symbol
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Security Exchange Name
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Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share
Title of 12(b) Security
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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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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Exchange Act
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Indicate if registrant meets the emerging growth company criteria.
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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.
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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
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Two-character EDGAR code representing the state or country of incorporation.
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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
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Local phone number for entity.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
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Title of a 12(b) registered security.
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Name of the Exchange on which a security is registered.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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Trading symbol of an instrument as listed on an exchange.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
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