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Form 8-K

sec.gov

8-K — ORASURE TECHNOLOGIES INC

Accession: 0001193125-26-131979

Filed: 2026-03-30

Period: 2026-03-30

CIK: 0001116463

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — d138279d8k.htm (Primary)

EX-99.1 (d138279dex991.htm)

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8-K

8-K (Primary)

Filename: d138279d8k.htm · Sequence: 1

8-K

ORASURE TECHNOLOGIES INC false 0001116463 0001116463 2026-03-30 2026-03-30

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): March 30, 2026

OraSure Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-16537

36-4370966

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

220 East First Street

Bethlehem, Pennsylvania

18015-1360

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: 610-882-1820

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, $0.000001 par value per share

OSUR

The Nasdaq Stock Market LLC

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))

Indicate by a 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 7.01

Regulation FD Disclosure

On March 30, 2026, OraSure Technologies, Inc. (the “Company”) issued a presentation regarding the Company’s performance and governance and to respond to recent statements of Altai Capital Management.

The information in this Item 7.01 of this Current Report on Form 8-K, including the information contained in 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 under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

99.1

Investor Presentation, dated March 30, 2026

104.1

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.

ORASURE TECHNOLOGIES, INC.

Date: March 30, 2026

By:

/s/ Carrie Eglinton Manner

Carrie Eglinton Manner

President and Chief Executive Officer

EX-99.1

EX-99.1

Filename: d138279dex991.htm · Sequence: 2

EX-99.1

OraSure: The Facts Altai Capital has

made several misleading claims that serve as the basis for its efforts to replace two independent directors on OraSure’s Board. This presentation sets the record straight on the facts.  March 2026 Exhibit 99.1

Strategy & Growth Outlook OraSure

is executing a focused strategy with near-term catalysts expected to drive revenue growth, margin expansion, and profitability Public health funding environment stabilizing across U.S. and international markets; recovery in testing volumes expected

as programs normalize post-2025 disruption Leveraging existing platform and infrastructure to pursue growth opportunities and further diversify our customer base New products with near-term milestones with potential to drive incremental revenue

in 2026 Colli-Pee Urine Collection Device | ~$0.5bn TAM, ~6% CAGR Sherlock CT/NG Molecular Self-test | ~$1.5bn and growing STI TAM Planned product launches and revenue ramp FDA review underway Expected operating cash flow breakeven 1H 2026 2H 2026

Entering 2027 Positioned for near-term value inflection over the next 6-12 months OraSure is building strong momentum in the attractive and growing diagnostics industry, with a clear path to commercialization and revenue growth in 2026 and

beyond Source: Public filings

1-Year 3-Years 5-Years Total

Shareholder Return OraSure outperforms the median when compared to Altai’s own selected peer set1 In-line Outperforms In-line Outperforms OraSure has outperformed the peer median by ~40% during Carrie Eglinton Manner’s tenure as

CEO, and the Company remains focused on enhancing its long-term value for all shareholders CEO Tenure OSUR OSUR OSUR Source: Public filings, Bloomberg, FactSet (as of 3/27/26) 1. TSR measured on unaffected basis and assumes dividends are

re-invested on ex-dividend date; peers include Adaptive Biotechnologies, Veracyte, Fulgent Genetics, Quanterix, QuidelOrtho, and Standard BioTools; CEO tenure period measured as of day prior to Carrie Eglinton Manner’s start date

(6/4/22)

Capital Allocation OraSure takes a

disciplined approach to capital allocation, placing focus on high-ROI growth, maintaining a debt-free balance sheet, and returning capital to shareholders Average repurchase price in 2025 of $2.85, well below Altai’s

$4.54–$6.60/share valuation, contradicting Altai's claims of value-destructive capital allocation Sherlock, BioMedomics ​ with low upfront capital exposure and meaningful upside opportunity $199M ​ cash balance with no debt

+17% Over 3 years to advance product roadmap $40M program initiated in 2025 with $15M already deployed Executed tuck-in acquisitions​ Strong balance sheet​ Thoughtfully ramping R&D investment Share repurchase program Source: Public

filings, FactSet Note: Cash and debt figures shown as of 12/31/25

Strengthening Operations

OraSure’s operations reflect a strategic transition and repositioning for revenue acceleration and continued margin expansion Gross margin1 is improving SG&A Continues to Be Rationalized Key cost actions driving efficiencies Operating

capacity +260bps expansion over 3 years 40% 2022FY 43% 2025FY 37% reduction over 3 years $117.4M 2022FY $73.8M 2025FY OraSure's actions support a clear path to cash flow breakeven entering 2027 Workforce rationalization: Reduced workforce by ~40%

since 2023 Site and production consolidation: Closed 4 global sites and wound down 2 declining product lines Manufacturing automation: Increased automation and simplified production footprint Capacity expanded during COVID via fully funded

government programs (~30% utilized today), with modest incremental maintenance cost and providing operating leverage as volumes scale without requiring incremental capital investment As volumes scale, adjusted gross margin is expected to drive

toward our target of ~50% Source: Public filings, FactSet 1.This communication makes use of certain financial measures that are not prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Please refer to the

Appendix to this presentation for a reconciliation of any non-GAAP financial measures.

M&A Track Record OraSure has

deployed capital into pre-commercial diagnostic platforms with defined regulatory pathways Deals structured to align investment with value realization Altai seemingly assigns zero value to assets prior to regulatory outcome, inconsistent with how

diagnostics assets are valued in public and private markets Investments are progressing toward near-term milestones with meaningful upside and limited upfront capital exposure $5M upfront + contingent payments​ Products currently under FDA

review with potential decisions in 1H26…​ FDA submission ​in December 2025 Well-positioned to enter ~$1.5B CT/NG at-home testing market Sherlock CT/NG test has the potential to be one of OraSure’s largest revenue products in

the next 3-5 years Transaction was overseen by independent directors and external advisors Multi $B Consumer TAM Equity Investment 1/4/24 + distribution agreement Acquisition 11/5/25 $4M + contingent earnout Global Screening TAM M&A strategy has

targeted large TAM opportunities with limited upfront investment Source: Public filings ~$1.5B CT/NG TAM Acquisition 12/19/24 $5M + contingent earnout Equity investment & exclusive distribution rights to key future products Highly credible

consumer diagnostics platform backed by KKR with several recent contract wins…​ Expands capabilities in the growing consumer diagnostics market, adding technologies in blood self-collection plus visual and digital lateral flow testing

Under agreement with Sapphiros, Roche gains access to at least 1 billion tests annually from Sapphiros’ 5 billion unit capacity in the event of a future pandemic Collaborating with BARDA to develop an over-the-counter (OTC) antigen

test

Director Stock Ownership Stock

ownership of OraSure's independent directors is above the median of Altai’s selected peers and demonstrates strong shareholder alignment 2x Peers OraSure’s independent directors own more than double the median of peer Boards, in the

aggregate and on a per-director basis 4x Salary Ownership requirement Robust ownership and retention requirements for independent directors, increased from 3x to 4x as of January 1, 2025 Company Per Director Total Standard Biotools 0.17% 1.03%

OraSure 0.16% 0.82% Fulgent Genetics 0.07% 0.21% Quanterix 0.07% 0.48% Peer Median 0.07% 0.36% Adaptive Biotech 0.06% 0.26% QuidelOrtho 0.05% 0.44% Veracyte 0.04% 0.27% Stock owned by independent directors Average tenure less than three years among

independent directors, reflecting thoughtful development of a highly qualified, engaged and fit-for-purpose Board to oversee strategy Source: Public filings, FactSet (as of 3/27/26)

Executive Compensation & Alignment

OraSure’s CEO compensation is predominantly performance-based and aligned with shareholder outcomes Representing best practices  ISS has recommended “FOR” say-on-pay at the last two annual meetings ~87% of CEO Carrie

Eglinton Manner’s pay consists of performance-based pay Executive compensation is predominantly equity-based, with long term incentives comprised of 50% performance-based PRUs and 50% time-vested RSUs Annual bonuses linked to financial and

strategic performance CEO base salary remains unchanged since 2023; stock ownership minimum requirement of 6x base salary reinforces shareholder alignment The Company engaged with shareholders and incorporated feedback when adjusting metrics and

thresholds to further strengthen the pay-for-performance framework 1 ~91% average across the last two meetings Highest ISS QualityScore for compensation: Shareholder support for say-on-pay proposals: Altai’s analysis excludes time-based equity

and includes unvested awards, which misrepresents the alignment of realized compensation with share performance OraSure’s compensation program demonstrates strong alignment with shareholder interests, supported by independent validation and

consistent investor backing Source: Public filings, FactSet, ISS

Strategic Alternatives The Board

regularly evaluates opportunities to maximize shareholder value and continues to do so, but now is not the right time for Altai Capital to pressure the Company into a sale process from inside the boardroom $13bn+ in strategic M&A

transactions overseen by OraSure’s directors1 Our directors have significant M&A experience at OraSure and beyond The Board is well positioned to continue evaluating the full range of strategic opportunities available to the Company

Despite Altai’s assertion that the Company is worth $4.54-$6.60 per share, it sold 127,000 shares at an average price of $2.98 in March 20262 We are at an inflection point in our business Initiating a sale process at this stage puts the

execution of our strategy at risk and may result in shareholders not realizing the full value of these upcoming milestones OraSure’s management team has demonstrated its conviction in the Company’s strategy through significant purchases

of stock in 2025 and 2026 We do not believe our current valuation reflects the Company’s near-term value creation potential in light of cost actions, margin expansion, capital return, and key FDA submissions Source: Public filings, FactSet 1.

Includes M&A transactions overseen by OraSure directors across previous directorships and leadership roles 2. Altai Capital Management, L.P., Schedule 13D/A, filed with the SEC on March 17, 2026

Rishi Bajaj’s Track Record

The track record of Rishi Bajaj, Altai’s founder and principal, emphasizes speculative, transaction-driven outcomes rather than maximizing long-term shareholder value Digimarc — Mr. Bajaj’s only current public directorship —

has declined (65%) since his appointment1 FY25 revenue declined YoY at Digimarc, which remains unprofitable Mr. Bajaj’s directorship at ContextLogic resulted in a liquidation-style outcome driven by balance sheet actions rather than

underlying operating improvement Mr. Bajaj and Altai provide no evidence of sustained operating value creation, have limited experience, and do not show a track record of operational success OraSure is at a critical inflection point that

demands relevant industry and operational transformation expertise, which is not supported by Mr. Bajaj’s track record Source: Public filings, FactSet (as of  3/27/27) 1. Measures price change since the trading day prior to board

appointment (7/28/25)

Altai’s Engagement History

OraSure has consistently engaged in good faith and proposed multiple constructive settlement solutions while Mr. Bajaj has been singularly focused on obtaining a Board seat for himself to press for a sale strategy within the boardroom The Board

conducted a thorough evaluation of Mr. Bajaj as a potential director candidate, including several reference checks and background research with the support of a leading search firm After ultimately declining his candidacy, the Board proposed a

resolution that would include appointing Altai’s independent nominee to the Board Altai repeatedly rejected the Board’s proposals The Board has committed to declassification, regardless of the outcome with Altai   Altai’s

demands OraSure’s proposal Offered to Altai The Board conducted a thorough process for its most recent director refreshment...  OraSure’s attempts at settlement highlight our repeated efforts to reach a shareholder-aligned

resolution while Altai consistently rejected these offers Sought to position Altai's independent director nominee as a conduit for access to Board-level information Demanded access to all Company and Board-level information without ever

offering a clear rationale Board seat for one of Altai’s nominees (John Bertrand) vs. Information sharing framework to allow Altai to review a substantial amount of confidential information at regular intervals, including multi-quarter

outlooks and access to board and management for discussion and feedback Source: Public filings

Appendix

Reconciliation of Non-GAAP Gross

Margin1 Year Ended 2025 Year Ended 2022 gg Revenue $ $115,021 $ 387,479 GAAP Cost of products and services sold 66,823 239,041 GAAP Gross Margin 41.9% 38.3% Stock compensation 707 331 Amortization of acquisition-related intangible assets - 528

Transformation related expenses - 1,599 Inventory reserve for product line discontinuance 146 4 4,369 Non-GAAP Cost of Goods Sold 65,970 232,214 Non-GAAP Gross Margin 42.6% 39.9% 1.Non-GAAP Financial Measures: This presentation makes use of

certain financial measures that are not prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Please refer to financial tables on this slide of the presentation for a reconciliation of any non-GAAP financial

measures. We encourage investors to carefully consider OraSure’s results under GAAP, as well as our supplemental non-GAAP information and the reconciliation between these presentations, to more fully understand OraSure’s business.

Non-GAAP financial results are reported in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Further, non-GAAP financial measures, even if similarly titled, may not be calculated in the

same manner by all companies, and therefore should not be compared.

Forward-Looking Statements This

communication contains certain forward-looking statements, including with respect to products, product candidate development and manufacturing activities, regulatory submissions and authorizations, revenue growth and guidance, expected revenue from

government orders, cost savings, cash flow, increasing margins and other matters. Forward-looking statements are not guarantees of future performance or results. Known and unknown factors that could cause actual performance or results to be

materially different from those expressed or implied in these statements include, but are not limited to: our ability to satisfy customer demand; ability to reduce our spending rate, capitalize on manufacturing efficiencies and drive profitable

growth; ability to market and sell our products and services, whether through our internal, direct sales force or third parties; failure of distributors or other customers to meet purchase forecasts, historic purchase levels or minimum purchase

requirements for our products; significant customer concentrations that exist or may develop in the future; ability to manufacture or have manufactured products in accordance with applicable specifications, performance standards and quality

requirements; ability to obtain, and timing and cost of obtaining, necessary regulatory approvals for new products or new indications or applications for existing products; ability to comply with applicable regulatory requirements; ability to

effectively resolve warning letters, audit observations and other findings or comments from the FDA or other regulators; changes in relationships, including disputes or disagreements, with strategic partners or other parties and reliance on

strategic partners for the performance of critical activities under collaborative arrangements; impact of replacing distributors; inventory levels at distributors and other customers; our ability to achieve its financial and strategic objectives and

increase our revenues, including the ability to expand international sales and the ability to continue to reduce costs; impact of competitors, competing products and technology changes; reduction or deferral of public funding available to customers;

competition from new or better technology or lower cost products; ability to develop, commercialize and market new products; market acceptance of our products and services; ability to achieve the anticipated benefits from the BioMedomics

transaction; changes in market acceptance of products based on product performance or other factors, including changes in testing guidelines, algorithms or other recommendations by the Centers for Disease Control and Prevention or other agencies;

ability to fund research and development and other products and operations; ability to obtain and maintain new or existing product distribution channels; reliance on sole supply sources for critical products and components; availability of related

products produced by third parties or products required for use of our products; impact of contracting with the U.S. government; impact of negative economic conditions; ability to achieve and maintain sustained profitability; ability to increase our

gross margins; ability to utilize net operating loss carry forwards or other deferred tax assets; volatility of our stock price; uncertainty relating to patent protection and potential patent infringement claims; uncertainty and costs of litigation

relating to patents, trade secrets and other intellectual property; availability of licenses to patents or other technology; ability to enter into international manufacturing agreements; obstacles to international marketing and manufacturing of

products; ability to sell products internationally, including the impact of changes in international funding sources and testing algorithms on international sales; adverse movements in foreign currency exchange rates; loss or impairment of sources

of capital; ability to attract and retain qualified personnel; exposure to product liability and other types of litigation; changes in international, federal or state laws and regulations; customer consolidations and inventory practices; equipment

failures and ability to obtain needed raw materials and components; cybersecurity incidents and other disruptions involving our computer systems or those of our third-party IT service providers, suppliers and customers; the impact of terrorist

attacks, civil unrest, hostilities and war; and general political, business and economic conditions, including interest rates, inflationary pressures, capital market disruptions, changes in governmental agencies, international tariffs, trade

protection measures, economic sanctions and economic slowdowns or recessions. These and other factors that could affect our results are discussed more fully in our SEC filings, including our registration statements, Annual Report on Form 10-K for

the year ended December 31, 2025, Quarterly Reports on Form 10-Q, and other filings with the SEC. Although forward-looking statements help to provide information about future prospects, readers should keep in mind that forward-looking statements may

not be reliable. Readers are cautioned not to place undue reliance on the forward-looking statements. The forward-looking statements are made as of the date of this communication and OraSure undertakes no duty to update these statements.

Important Additional Information OraSure intends to file a proxy statement and a white proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with its solicitation of proxies for OraSure’s 2026 Annual

Meeting of Stockholders (the “Annual Meeting”). STOCKHOLDERS OF ORASURE ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING WHITE PROXY CARD AND ALL OTHER DOCUMENTS

FILED WITH, OR FURNISHED TO, THE SEC IN CONNECTION WITH THE ANNUAL MEETING CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING. Stockholders will be able to obtain

OraSure’s proxy statement, any amendments or supplements to the proxy statement and other documents filed by OraSure with the SEC at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at

OraSure’s website at https://orasure.gcs-web.com/financial-information/sec-filings. Participant Information OraSure, each of its directors (Carrie Eglinton Manner (Chief Executive Officer), Steven K. Boyd, Nancy J. Gagliano, M.D., M.B.A., John

P. Kenny, Lelio Marmora and Robert W. McMahon) and one of its executive officers in addition to Ms. Eglinton Manner (Kenneth J. McGrath, Chief Financial Officer) are deemed to be “participants” (as defined in Schedule 14A under the

Securities Exchange Act of 1934, as amended) in the solicitation of proxies from OraSure’s stockholders in connection with matters to be considered at the Annual Meeting. Information about the names of OraSure’s directors and officers,

their respective interests in OraSure by security holdings or otherwise, and their respective compensation is set forth in the sections entitled “Executive Officers,” “Election of Directors,” “Compensation Discussion

and Analysis,” “Director Compensation,” and “Stock Ownership of Certain Beneficial Owners and Management” in OraSure’s definitive proxy statement on Schedule 14A for OraSure’s 2025 Annual Meeting of

Stockholders, filed with the SEC on April 4, 2025 (available here). Supplemental information regarding the participants’ holdings of OraSure’s securities can be found in SEC filings on Initial Statements of Beneficial Ownership of

Securities on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC on March 27, 2025 for Mr. Kenny (available here); May 15, 2025 for Mr. Marmora (available here), Mr. McMahon (available here), Ms. Gagliano (available here), and

Mr. Kenny (available here); June 5, 2025 for Ms. Eglinton Manner (available here); June 25, 2025 for Mr. Kenny (available here); August 4, 2025 for Mr. McMahon (available here); August 11, 2025 for Mr. McGrath (available here); September 26, 2025

for Mr. Kenny (available here); December 2, 2025 for Ms. Gagliano (available here) and Mr. Boyd (available here and here); December 19, 2025 for Mr. Kenny (available here); on March 3, 2026 for Mr. McGrath (available here) and Ms. Eglinton Manner

(available here); March 16, 2026 for Mr. McGrath (available here) and Ms. Eglinton Manner (available here); and March 23, 2026 for Mr. McGrath (available here) and Ms. Eglinton Manner (available here). Such filings are also available on

OraSure’s website at https://orasure.gcs-web.com/financial-information/sec-filings. Updated information regarding the identity of participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth

in OraSure’s proxy statement on Schedule 14A and other materials to be filed with the SEC in connection with the Annual Meeting.

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Code for the postal or zip code

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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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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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