What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2020-08-03 compared with 2020-04-30 · 95 added, 151 removed, 38 unchanged (87% of the section changed)

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The following table summarizes repurchases of our common stock made by us during the quarter ended March 31, 2020 :

Total Number of

Shares Purchased (1)(2)

Average Price

Paid Per Share

Total Number of Shares

The following table summarizes repurchases of our common stock made by us during the quarter ended June 30, 2020:

Period Total Number of

Shares Purchased (1)(2) Average Price

Paid Per Share Total Number of Shares

Purchased as Part of

Publicly Announced

Plans or Programs

Approximate Dollar Value

Plans or Programs Approximate Dollar Value

of Shares That May Yet be

1 unchanged sentence

the Plans or Programs

January 1, 2020 to

January 31, 2020

February 1, 2020 to

February 29, 2020

March 1, 2020 to

March 31, 2020

April 1, 2020 to

April 30, 2020 — — — $259,458,907

May 1, 2020 to

May 31, 2020 — — — $259,458,907

June 1, 2020 to

June 30, 2020 — — — $259,458,907

(1) In September 2011, our Board of Directors (the “Board”) authorized a share repurchase program allowing us to begin repurchasing shares of our outstanding common stock.

1 unchanged sentence

Since the inception of the repurchase program, the Board has authorized us to repurchase up to $1.15 billion of our outstanding common stock.

As of March 31, 2020, there remained authorization for us to repurchase approximately $259.5 million of our shares.

As of June 30, 2020, there remained authorization for us to repurchase approximately $259.5 million of our shares.

No shares have been repurchased by us since the program was announced other than pursuant to such program.

4 unchanged sentences

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 thereunto duly authorized.

April 30, 2020

August 3, 2020

EMCOR GROUP, INC.

2 unchanged sentences

(Principal Executive Officer)

Executive Vice President,

Chief Financial Officer and Treasurer

Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

EXHIBIT INDEX

Incorporated By Reference to or

Description Incorporated By Reference to or

Filed Herewith, as Indicated Below

Purchase and Sale Agreement, dated as of June 17, 2013 by and among Texas Turnaround LLC, a Delaware limited liability company, Altair Strickland Group, Inc., a Texas corporation, Rep Holdings LLC, a Texas limited liability company, ASG Key Employee LLC, a Texas limited liability company, Repcon Key Employee LLC, a Texas limited liability company, Gulfstar MBII, Ltd., a Texas limited partnership, The Trustee of the James T.

2(a) Purchase and Sale Agreement, dated as of June 17, 2013 by and among Texas Turnaround LLC, a Delaware limited liability company, Altair Strickland Group, Inc., a Texas corporation, Rep Holdings LLC, a Texas limited liability company, ASG Key Employee LLC, a Texas limited liability company, Repcon Key Employee LLC, a Texas limited liability company, Gulfstar MBII, Ltd., a Texas limited partnership, The Trustee of the James T.

Robinson and Diana J.

1 unchanged sentence

Exhibit 2.1 to EMCOR’s Report on Form 8-K (Date of Report June 17, 2013)

Restated Certificate of Incorporation of EMCOR filed December 15, 1994

Exhibit 3(a-5) to EMCOR’s Registration Statement on Form 10 as originally filed March 17, 1995 (“Form 10”)

Amendment dated November 28, 1995 to the Restated Certificate of Incorporation of EMCOR

Exhibit 3(a-2) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 1995 (“1995 Form10-K”)

Amendment dated February 12, 1998 to the Restated Certificate of Incorporation of EMCOR

Exhibit 3(a-3) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 1997 (“1997 Form 10-K”)

Amendment dated January 27, 2006 to the Restated Certificate of Incorporation of EMCOR

Exhibit 3(a-4) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2005 (“2005 Form 10-K”)

Amendment dated September 18, 2007 to the Restated Certificate of Incorporation of EMCOR

Exhibit A to EMCOR’s Proxy Statement dated August 17, 2007 for Special Meeting of Stockholders held September 18, 2007

Amended and Restated By-Laws and Amendments thereto

Exhibit 3(b) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2016 (“2016 Form 10-K”)

Sixth Amended and Restated Credit Agreement dated as of March 2, 2020 by and among EMCOR and a subsidiary and Bank of Montreal, as Agent and the lenders listed on the signature pages thereof

Filed herewith

Sixth Amended and Restated Security Agreement dated as of March 2, 2020 among EMCOR, certain of its U.S.

subsidiaries, and Bank of Montreal, as Agent

Filed herewith

Sixth Amended and Restated Pledge Agreement dated as of March 2, 2020 among EMCOR, certain of its U.S.

subsidiaries, and Bank of Montreal, as Agent

Filed herewith

Fifth Amended and Restated Guaranty Agreement dated as of March 2, 2020 by certain of EMCOR’s U.S.

subsidiaries in favor of Bank of Montreal, as Agent

Filed herewith

3(a-1) Restated Certificate of Incorporation of EMCOR filed December 15, 1994 Exhibit 3(a-5) to EMCOR’s Registration Statement on Form 10 as originally filed March 17, 1995 (“Form 10”)

3(a-2) Amendment dated November 28, 1995 to the Restated Certificate of Incorporation of EMCOR Exhibit 3(a-2) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 1995 (“1995 Form10-K”)

3(a-3) Amendment dated February 12, 1998 to the Restated Certificate of Incorporation of EMCOR Exhibit 3(a-3) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 1997 (“1997 Form 10-K”)

3(a-4) Amendment dated January 27, 2006 to the Restated Certificate of Incorporation of EMCOR Exhibit 3(a-4) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2005 (“2005 Form 10-K”)

3(a-5) Amendment dated September 18, 2007 to the Restated Certificate of Incorporation of EMCOR Exhibit A to EMCOR’s Proxy Statement dated August 17, 2007 for Special Meeting of Stockholders held September 18, 2007

3(b) Amended and Restated By-Laws and Amendments thereto Exhibit 3(b) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2016 (“2016 Form 10-K”)

4(a) Sixth Amended and Restated Credit Agreement dated as of March 2, 2020 by and among EMCOR and a subsidiary and Bank of Montreal, as Agent and the lenders listed on the signature pages thereof Exhibit 4(a) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (“March 2020 Form 10-Q”)

4(b) Sixth Amended and Restated Security Agreement dated as of March 2, 2020 among EMCOR, certain of its U.S.

subsidiaries, and Bank of Montreal, as Agent Exhibit 4(b) to the March 2020 Form 10-Q

4(c) Sixth Amended and Restated Pledge Agreement dated as of March 2, 2020 among EMCOR, certain of its U.S.

subsidiaries, and Bank of Montreal, as Agent Exhibit 4( c ) to the March 2020 Form 10-Q

4(d) Fifth Amended and Restated Guaranty Agreement dated as of March 2, 2020 by certain of EMCOR’s U.S.

subsidiaries in favor of Bank of Montreal, as Agent Exhibit 4(d) to the March 2020 Form 10-Q

EXHIBIT INDEX

Incorporated By Reference to or

Description Incorporated By Reference to or

Filed Herewith, as Indicated Below

Form of Severance Agreement (“Severance Agreement”) between EMCOR and each of R.

10(a) Form of Severance Agreement (“Severance Agreement”) between EMCOR and each of R.

Kevin Matz and Mark A.

Exhibit 10.1 to the April 2005 Form 8-K

Form of Amendment to Severance Agreement between EMCOR and each of R.

Pompa Exhibit 10.1 to the April 2005 Form 8-K

10(b) Form of Amendment to Severance Agreement between EMCOR and each of R.

Kevin Matz and Mark A.

Exhibit 10(c) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (“March 2007 Form 10-Q”)

Letter Agreement dated October 12, 2004 between Anthony Guzzi and EMCOR (the “Guzzi Letter Agreement”)

Exhibit 10.1 to EMCOR’s Report on Form 8-K (Date of Report October 12, 2004)

Form of Confidentiality Agreement between Anthony Guzzi and EMCOR

Exhibit C to the Guzzi Letter Agreement

Form of Indemnification Agreement between EMCOR and each of its officers and directors

Exhibit F to the Guzzi Letter Agreement

Severance Agreement (“Guzzi Severance Agreement”) dated October 25, 2004 between Anthony Guzzi and EMCOR

Exhibit D to the Guzzi Letter Agreement

Amendment to Guzzi Severance Agreement

Exhibit 10(g-2) to the March 2007 Form 10-Q

Continuity Agreement dated as of June 22, 1998 between R.

Kevin Matz and EMCOR (“Matz Continuity Agreement”)

Exhibit 10(f) to the June 1998 Form 10-Q

Amendment dated as of May 4, 1999 to Matz Continuity Agreement

Exhibit 10(m) to the June 1999 Form 10-Q

Amendment dated as of January 1, 2002 to Matz Continuity Agreement

Exhibit 10(o-3) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (“March 2002 Form 10-Q”)

Amendment dated as of March 1, 2007 to Matz Continuity Agreement

Exhibit 10(n-4) to the March 2007 Form 10-Q

Continuity Agreement dated as of June 22, 1998 between Mark A.

Pompa and EMCOR (“Pompa Continuity Agreement”)

Exhibit 10(g) to the June 1998 Form 10-Q

Amendment dated as of May 4, 1999 to Pompa Continuity Agreement

Exhibit 10(n) to the June 1999 Form 10-Q

Amendment dated as of January 1, 2002 to Pompa Continuity Agreement

Exhibit 10(p-3) to the March 2002 Form 10-Q

Amendment dated as of March 1, 2007 to Pompa Continuity Agreement

Exhibit 10(o-4) to the March 2007 Form 10-Q

Change of Control Agreement dated as of October 25, 2004 between Anthony Guzzi (“Guzzi”) and EMCOR (“Guzzi Continuity Agreement”)

Exhibit E to the Guzzi Letter Agreement

Amendment dated as of March 1, 2007 to Guzzi Continuity Agreement

Exhibit 10(p-2) to the March 2007 Form 10-Q

Amendment to Continuity Agreements and Severance Agreements with Anthony J.

Pompa Exhibit 10(c) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (“March 2007 Form 10-Q”)

10(c) Letter Agreement dated October 12, 2004 between Anthony Guzzi and EMCOR (the “Guzzi Letter Agreement”) Exhibit 10.1 to EMCOR’s Report on Form 8-K (Date of Report October 12, 2004)

10(d) Form of Confidentiality Agreement between Anthony Guzzi and EMCOR Exhibit C to the Guzzi Letter Agreement

10(e) Form of Indemnification Agreement between EMCOR and each of its officers and directors Exhibit F to the Guzzi Letter Agreement

10(f-1) Severance Agreement (“Guzzi Severance Agreement”) dated October 25, 2004 between Anthony Guzzi and EMCOR Exhibit D to the Guzzi Letter Agreement

10(f-2) Amendment to Guzzi Severance Agreement Exhibit 10(g-2) to the March 2007 Form 10-Q

10(g-1) Continuity Agreement dated as of June 22, 1998 between R.

Kevin Matz and EMCOR (“Matz Continuity Agreement”) Exhibit 10(f) to the June 1998 Form 10-Q

10(g-2) Amendment dated as of May 4, 1999 to Matz Continuity Agreement Exhibit 10(m) to the June 1999 Form 10-Q

10(g-3) Amendment dated as of January 1, 2002 to Matz Continuity Agreement Exhibit 10(o-3) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (“March 2002 Form 10-Q”)

10(g-4) Amendment dated as of March 1, 2007 to Matz Continuity Agreement Exhibit 10(n-4) to the March 2007 Form 10-Q

10(h-1) Continuity Agreement dated as of June 22, 1998 between Mark A.

Pompa and EMCOR (“Pompa Continuity Agreement”) Exhibit 10(g) to the June 1998 Form 10-Q

10(h-2) Amendment dated as of May 4, 1999 to Pompa Continuity Agreement Exhibit 10(n) to the June 1999 Form 10-Q

10(h-3) Amendment dated as of January 1, 2002 to Pompa Continuity Agreement Exhibit 10(p-3) to the March 2002 Form 10-Q

10(h-4) Amendment dated as of March 1, 2007 to Pompa Continuity Agreement Exhibit 10(o-4) to the March 2007 Form 10-Q

10(i-1) Change of Control Agreement dated as of October 25, 2004 between Anthony Guzzi (“Guzzi”) and EMCOR (“Guzzi Continuity Agreement”) Exhibit E to the Guzzi Letter Agreement

10(i-2) Amendment dated as of March 1, 2007 to Guzzi Continuity Agreement Exhibit 10(p-2) to the March 2007 Form 10-Q

10(i-3) Amendment to Continuity Agreements and Severance Agreements with Anthony J.

Kevin Matz and Mark A.

Exhibit 10(q) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2008 (“2008 Form 10-K”)

Pompa Exhibit 10(q) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2008 (“2008 Form 10-K”)

EXHIBIT INDEX

Incorporated By Reference to or

Description Incorporated By Reference to or

Filed Herewith, as Indicated Below

Amendment dated as of March 29, 2010 to Severance Agreement with Anthony J.

10(j) Amendment dated as of March 29, 2010 to Severance Agreement with Anthony J.

Kevin Matz and Mark A.

Exhibit 10.1 to Form 8-K (Date of Report March 29, 2010) (“March 2010 Form 8-K”)

Severance Agreement dated as of October 26, 2016 between EMCOR and Maxine L.

Exhibit 10(l-1) to the September 2016 Form 10-Q

Continuity Agreement dated as of October 26, 2016 between EMCOR and Maxine L.

Mauricio (“Mauricio Continuity Agreement”)

Exhibit 10(l-2) to the September 2016 Form 10-Q

Amendment dated April 10, 2017 to Mauricio Continuity Agreement

Exhibit 10(l-3) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017

EMCOR Group, Inc.

Long-Term Incentive Plan (“LTIP”)

Exhibit 10 to Form 8-K (Date of Report December 15, 2005)

First Amendment to LTIP and updated Schedule A to LTIP

Exhibit 10(s-2) to 2008 Form 10-K

Second Amendment to LTIP

Exhibit 10.2 to March 2010 Form 8-K

Third Amendment to LTIP

Exhibit 10(q-4) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (“March 2012 Form 10-Q”)

Fourth Amendment to LTIP

Exhibit 10(l-5) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013

Form of Certificate Representing Stock Units issued under LTIP

Exhibit 10(t-2) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2007 (“2007 Form 10-K”)

Fifth Amendment to LTIP

Exhibit 10(l-7) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2015 (“2015 Form 10-K”)

Sixth Amendment to LTIP

Exhibit 10(l-8) to 2015 Form 10-K

Key Executive Incentive Bonus Plan, as amended and restated

Exhibit B to EMCOR’s Proxy Statement for its Annual Meeting held June 13, 2013

Amended and Restated 2010 Incentive Plan

Exhibit 10(q-1) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015

EMCOR Group, Inc.

Employee Stock Purchase Plan

Exhibit C to EMCOR’s Proxy Statement for its Annual Meeting held June 18, 2008

Director Award Program Adopted May 13, 2011, as amended and restated December 14, 2011

Exhibit 10(n)(n) to 2011 Form 10-K

Form of Non-LTIP Stock Unit Certificate

Exhibit 10(p)(p) to the March 31, 2012 Form 10-Q

Form of Director Restricted Stock Unit Agreement

Exhibit 10(k)(k) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (“June 2012 Form 10-Q”)

Director Award Program, as Amended and Restated December 16, 2014

Exhibit 10(z) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2014

EMCOR Group, Inc.

Voluntary Deferral Plan

Exhibit 10(e)(e) to 2012 Form 10-K

First Amendment to EMCOR Group, Inc.

Voluntary Deferral Plan

Exhibit 10(e)(e) to 2013 Form 10-K

Form of Executive Restricted Stock Unit Agreement

Exhibit 10(f)(f) to 2012 Form 10-K

Pompa Exhibit 10.1 to Form 8-K (Date of Report March 29, 2010) (“March 2010 Form 8-K”)

10(k-1) Severance Agreement dated as of October 26, 2016 between EMCOR and Maxine L.

Mauricio Exhibit 10(l-1) to the September 2016 Form 10-Q

10(k-2) Continuity Agreement dated as of October 26, 2016 between EMCOR and Maxine L.

Mauricio (“Mauricio Continuity Agreement”) Exhibit 10(l-2) to the September 2016 Form 10-Q

10(k-3) Amendment dated April 10, 2017 to Mauricio Continuity Agreement Exhibit 10(l-3) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017

10(l-1) EMCOR Group, Inc.

Long-Term Incentive Plan (“LTIP”) Exhibit 10 to Form 8-K (Date of Report December 15, 2005)

10(l-2) First Amendment to LTIP and updated Schedule A to LTIP Exhibit 10(s-2) to 2008 Form 10-K

10(l-3) Second Amendment to LTIP Exhibit 10.2 to March 2010 Form 8-K

10(l-4) Third Amendment to LTIP Exhibit 10(q-4) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (“March 2012 Form 10-Q”)

10(l-5) Fourth Amendment to LTIP Exhibit 10(l-5) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013

10(l-6) Form of Certificate Representing Stock Units issued under LTIP Exhibit 10(t-2) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2007 (“2007 Form 10-K”)

10(l-7) Fifth Amendment to LTIP Exhibit 10(l-7) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2015 (“2015 Form 10-K”)

10(l-8) Sixth Amendment to LTIP Exhibit 10(l-8) to 2015 Form 10-K

10(m) Key Executive Incentive Bonus Plan, as amended and restated Exhibit B to EMCOR’s Proxy Statement for its Annual Meeting held June 13, 2013

10(n) Amended and Restated 2010 Incentive Plan Exhibit 10.1 to Form 8-K (Date of Report June 11, 2020)

10(o) EMCOR Group, Inc.

Employee Stock Purchase Plan Exhibit C to EMCOR’s Proxy Statement for its Annual Meeting held June 18, 2008

10(p) Director Award Program Adopted May 13, 2011, as amended and restated December 14, 2011 Exhibit 10(n)(n) to 2011 Form 10-K

10(q) Form of Non-LTIP Stock Unit Certificate Exhibit 10(p)(p) to the March 31, 2012 Form 10-Q

10(r) Form of Director Restricted Stock Unit Agreement Exhibit 10(k)(k) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (“June 2012 Form 10-Q”)

10(s) Director Award Program, as Amended and Restated December 16, 2014 Exhibit 10(z) to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2014

10(t) EMCOR Group, Inc.

Voluntary Deferral Plan Exhibit 10(e)(e) to 2012 Form 10-K

10(u) First Amendment to EMCOR Group, Inc.

Voluntary Deferral Plan Exhibit 10(e)(e) to 2013 Form 10-K

10(v) Form of Executive Restricted Stock Unit Agreement Exhibit 10(f)(f) to 2012 Form 10-K

EXHIBIT INDEX

Incorporated By Reference to or

Description Incorporated By Reference to or

Filed Herewith, as Indicated Below

Restricted Stock Unit Award Agreement dated June 11, 2015 between EMCOR and Stephen W.

Exhibit 10(f)(f) to the June 30, 2015 Form 10-Q

Executive Compensation Recoupment Policy

Exhibit 10(h)(h) to 2015 Form 10-K

Restricted Stock Unit Award Agreement dated June 30, 2017 between EMCOR and Mark A.

Exhibit 10(f)(f) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017

Computation of Basic EPS and Diluted EPS for the three months ended March 31, 2020 and 2019

Note 5 of the Notes to the Consolidated Financial Statements

10(w) Executive Compensation Recoupment Policy Exhibit 10(h)(h) to 2015 Form 10-K

10(x) Restricted Stock Unit Award Agreement dated June 30, 2017 between EMCOR and Mark A.

Pompa Exhibit 10(f)(f) to EMCOR’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017

11 Computation of Basic EPS and Diluted EPS for the three and six months ended June 30, 2020 and 2019 Note 5 of the Notes to the Consolidated Financial Statements

31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Anthony J.

Guzzi, the Chairman, President and Chief Executive Officer

Filed herewith

Guzzi, the Chairman, President and Chief Executive Officer Filed herewith

31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Mark A.

Pompa, the Executive Vice President, Chief Financial Officer and Treasurer

Filed herewith

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chairman, President and Chief Executive Officer

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Executive Vice President, Chief Financial Officer and Treasurer

Information concerning mine safety violations or other regulatory matters

Exhibit 95 to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2019

The following materials from EMCOR Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, formatted in iXBRL (Inline eXtensible Business Reporting Language):

Pompa, the Executive Vice President and Chief Financial Officer Filed herewith

32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chairman, President and Chief Executive Officer Furnished

32.2 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Executive Vice President and Chief Financial Officer Furnished

95 Information concerning mine safety violations or other regulatory matters Exhibit 95 to EMCOR’s Annual Report on Form 10-K for the year ended December 31, 2019

101 The following materials from EMCOR Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i) the Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Equity and (vi) the Notes to Consolidated Financial Statements.

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) Filed

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities