S&P 500 Consumer Discretionary Sector SEC Filings — May 22, 2026

USA S&P 500 Consumer Discretionary

By Gunpowder Editorial ·

20 high priority 30 medium priority 50 total filings analysed

Executive Summary

The 50 filings for the S&P 500 Consumer Discretionary stream reveal a sector bifurcated between aggressive growth plays and defensive deleveraging. Key themes include a wave of transformative M&A and capital raises (BuzzFeed, Functional Brands, Blue Owl Digital Infrastructure) aimed at pivoting business models, contrasted with a focus on debt reduction and asset sales (Armada Hoffler, Ashford Hospitality).

Period-over-period data shows strong top-line growth at Take-Two (+18.2% YoY) and Reborn Coffee (+207.8% YoY), but also highlights persistent profitability challenges, with several companies still reporting net losses despite revenue gains. Insider activity is minimal in this batch, but significant board and management changes at BuzzFeed, Surf Air Mobility, and Powerfleet signal strategic shifts. Shareholder meetings reveal notable dissent on executive compensation at Marsh & McLennan (11.5% against) and Wayfair (24.6% against), while capital allocation trends show a mix of dividend increases (Vodafone, Alerus Financial) and aggressive share issuance (Faraday Future). The most critical development is the $2.85B data center acquisition by Blue Owl Digital Infrastructure, signaling massive institutional capital flowing into AI infrastructure, while BuzzFeed's $120M Byron Allen deal represents a high-risk pivot for a digital media firm.

Materiality, sentiment, and priority are scored by Gunpowder’s analysis pipeline. How we score filings →

Filing types in this digest: DEFA14A · 425 · 20-F · 8-K · 10-K · S-1 · 10-Q · S-3 · DEF 14A · 13F

Tracking the trend? Catch up on the prior S&P 500 Consumer Discretionary Sector SEC Filings digest from May 21, 2026.

Investment Signals (10)

  • Revenue grew 18.2% YoY to $6.66B, driven by a 16.1% surge in recurrent consumer spending. Gross margin expanded 290 bps to 57.2%, and operating cash flow swung positive to $624M from -$45M. This signals strong execution and monetization of its gaming portfolio

  • Acquired three hyperscale data centers for $2.85B, all 100% leased. This positions the firm to capture massive AI-driven demand, with closings staggered through Q1 2027 to manage capital deployment

  • Q1 2026 revenue surged 207.8% YoY to $5.21M, driven by new service and license income streams. Operating loss improved 48.6% to $0.87M, indicating a successful pivot toward a higher-margin, asset-light model

  • Completed $485M in asset sales, with $465M earmarked for debt paydown. This accelerates deleveraging toward a 5.5x-6.5x net debt/EBITDA target, strengthening the balance sheet in a rising-rate environment

  • FY26 revenue grew 8.0% YoY to €40.5B, and operating profit swung from a loss of €0.4B to a profit of €2.8B. The dividend was increased to 4.6125 eurocents per share, signaling restored financial health and shareholder return commitment

  • Say-on-pay proposal faced 11.5% opposition (47.1M votes against), and two directors received over 27M against votes. This signals significant shareholder discontent with governance and compensation practices

  • 24.6% of votes cast were against executive compensation, and 21.7% opposed the share plan amendment. This indicates growing shareholder frustration with management's pay structure and potential dilution

  • Raised FY26 shipment target to 1,500 units (from 1,000) and secured $70M in financing, but only 42.29% of voting shares were present at the annual meeting. The authorized share increase of 45% and potential 1:150 reverse split signal severe financial distress and dilution risk

  • Byron Allen's $120M investment (at $3.00/share) gives him 52% ownership, with proceeds used to repay debt. Founder Jonah Peretti's resignation and the Nasdaq exemption from shareholder vote suggest a high-risk, high-reward turnaround play [BULLISH/BEARISH]

  • Acquiring a gold-backed blockchain platform for $142.9M in stock, despite having a going concern status. The deal's success hinges on future capital raises and regulatory approvals, presenting extreme execution risk

Risk Flags (10)

  • Revenue declined 19.5% YoY to $2.89M, and the accumulated deficit widened to $49.87M. Total liabilities exceeded assets, resulting in a worsened stockholders' deficit of -$2.36M, signaling a high risk of insolvency

  • Reborn Coffee [HIGH RISK]

    Cash balance collapsed from $2.59M to $0.27M, while total liabilities rose to $10.71M. Despite revenue growth, the company is burning cash at an unsustainable rate and faces a liquidity crisis

  • Only 42.29% of voting shares were present at the annual meeting, indicating extreme shareholder apathy. The 45% increase in authorized shares and potential 1:150 reverse split are classic distress signals, with high broker non-votes (103M) suggesting institutional disengagement

  • FOXO Technologies [HIGH RISK]

    Issued Series D Preferred Stock and faces potential dilution from conversion rights tied to a reverse split ratio of up to 1:10,000. The company abandoned a prior split, indicating chaotic capital management and severe equity dilution risk

  • Explicitly disclosed a going concern status and dependence on future capital raises. The $142.9M all-stock acquisition will be highly dilutive, and the company's ability to integrate the blockchain platform is unproven

  • Proposal to remove supermajority provisions failed, receiving only 67.37% of outstanding shares in favor, short of the 80% threshold. This governance failure could hinder future strategic actions and signals entrenched management

  • FB Financial Corp [MEDIUM RISK]

    A proposal to eliminate supermajority voting standards failed, with 7.08M abstentions. This governance risk could impede future M&A or strategic changes, as supermajority requirements protect the status quo

  • Two directors (Morton O. Schapiro and Steven A. Mills) received substantial against votes (31.3M and 27.4M, respectively), indicating potential governance or performance concerns at the board level

  • Director Thaddeus Darden received a 22.9% withhold vote, signaling notable shareholder dissent. This could indicate concerns about board effectiveness or strategic direction

  • FiEE, Inc. [HIGH RISK]

    All revenue-generating operations are conducted through Hong Kong and Japanese subsidiaries, with no cash transfers or dividends ever made to the parent. The company faces potential regulatory risks from PRC authorities that could materially harm the value of its securities

Opportunities (9)

  • With FY26 revenue up 18.2% YoY, gross margins expanding 290 bps, and operating cash flow turning positive, the company is well-positioned for a catalyst-rich FY27. The 161.6% surge in software development costs ($439.8M) signals a massive pipeline of new titles, which could drive further growth

  • The $2.85B acquisition of three hyperscale data centers (198 MW total) at a time of surging AI demand presents a unique opportunity. With closings from Q2 2026 to Q1 2027, investors can gain exposure to the AI infrastructure buildout through a single entity

  • The $485M asset sale and aggressive debt paydown ($465M) will significantly strengthen the balance sheet. The company's long-term leverage target of 5.5x-6.5x net debt/EBITDA is attractive, and the sale of two remaining properties ($77M) could provide further upside

  • Vodafone Group (OPPORTUNITY)

    The swing to an operating profit of €2.8B (from a €0.4B loss) and a 2.5% dividend increase signal a successful turnaround. With organic service revenue growth of 5.4% and double-digit growth in digital services, Vodafone offers a compelling yield and growth story

  • BuzzFeed Inc. (OPPORTUNITY)

    The $120M investment from Byron Allen at $3.00/share provides a floor, and the debt repayment improves the balance sheet. If the new CEO can execute a turnaround, the stock could re-rate significantly, though this is a high-risk, high-reward play

  • Laird Superfood, Inc. (OPPORTUNITY)

    FY25 net sales grew 15% to $49.9M, and Adjusted EBITDA improved to $0.3M (from -$0.7M). The $86.5M in strategic acquisitions (Navitas and Terrasoul) funded by a $50M preferred investment from Nexus Capital could drive significant scale and margin expansion

  • Grayscale HYPE ETF (OPPORTUNITY)

    The filing to list a staking ETF for Hyperliquid's native token (HYPE) on NASDAQ could be a first-mover in a new asset class. If approved, it would provide institutional investors with regulated exposure to a high-growth DeFi ecosystem

  • Fortitude Gold Corp (OPPORTUNITY)

    The Equity Incentive Plan amendment faced notable opposition (3.02M votes against), but the company's strong auditor ratification (99.9% support) and solid director elections suggest underlying operational stability. The increased share reserve (to 10M) could be used to incentivize growth

  • Reborn Coffee (OPPORTUNITY)

    The 207.8% revenue surge and 48.6% improvement in operating loss indicate a successful pivot. If the company can manage its cash burn and achieve profitability, the stock could see significant upside from current levels

Sector Themes (6)

  • AI Infrastructure Gold Rush

    The $2.85B data center acquisition by Blue Owl Digital Infrastructure underscores the massive capital flows into AI infrastructure. This theme is supported by the broader market's focus on hyperscale computing, with implications for real estate, energy, and technology sectors

  • Digital Media Pivot to AI/Blockchain

    BuzzFeed's $120M Byron Allen deal and Functional Brands' $142.9M blockchain acquisition highlight a trend of struggling digital media companies pivoting to high-growth tech sectors. These moves are high-risk but offer potential for dramatic turnarounds

  • Shareholder Activism on Compensation

    Multiple annual meetings (Marsh & McLennan, Wayfair, Compass Diversified) saw significant opposition to executive compensation (11.5%-24.6% against). This indicates a growing shareholder focus on pay-for-performance alignment, which could pressure management teams to improve operational efficiency

  • Leverage Reduction Through Asset Sales

    Armada Hoffler's $485M sale and Ashford Hospitality's $37.2M sale of Lakeway Resort reflect a broader trend of companies deleveraging by selling non-core assets. This is particularly prevalent in real estate and hospitality, where rising interest rates are pressuring balance sheets

  • Cash Burn vs. Growth in Small-Cap Discretionary

    Reborn Coffee and Blue Star Foods both show rapid revenue growth but face severe liquidity challenges (cash down 90% at Reborn, accumulated deficit of $49.87M at Blue Star). This highlights the precarious position of small-cap consumer discretionary companies that are growing but not yet profitable

  • Governance Reforms Stalled

    Proposals to remove supermajority voting standards failed at both First Northwest Bancorp and FB Financial Corp. This suggests that entrenched management teams are successfully resisting governance reforms, which could be a red flag for activist investors

Watch List (8)

  • Watch for the closing of the Byron Allen deal (expected May 26, 2026) and subsequent strategic moves under new CEO Byron Allen Folks. The company's ability to integrate and execute will be critical

  • Monitor the closings of the three data center acquisitions (GCDC 1 in Q2 2026, GCDC 3 in Q4 2026, GCDC 2 in Q1 2027). Any delays or financing issues could impact the stock

  • The annual meeting approved a reverse stock split of up to 1:150. Watch for the board's decision on the split ratio and the company's ability to maintain its Nasdaq listing. The raised shipment target of 1,500 units will be a key operational metric

  • The Chief Innovation Officer departs on May 29, 2026. The company will provide an update on its technology leadership team at its earnings call on June 15, 2026. This could signal a strategic shift or instability

  • The annual meeting is on June 26, 2026. Watch for shareholder votes on director elections and any updates on the integration of Navitas and Terrasoul acquisitions. The company's ability to expand margins will be key

  • The Alchemy acquisition is expected to close in Q3 2026. Monitor for regulatory approvals and the company's ability to raise additional capital. The going concern status makes this a high-risk watch item

  • The S-1/A filing is pending SEC effectiveness. Watch for approval and the listing on NASDAQ under 'HYPG'. This could be a significant catalyst for the Hyperliquid ecosystem and the broader crypto ETF market

  • The shareholder meeting has been adjourned to May 29, 2026, to vote on a new advisory agreement following Janus Henderson's privatization. The outcome will determine the fund's future management structure

Filing Analyses (50)
STIFEL FINANCIAL CORP DEFA14A mixed materiality 7/10

22-05-2026

Stifel Financial Corp. filed definitive additional proxy materials on May 22, 2026, urging shareholders to vote FOR Item 4, the Equity Incentive proposal, which would increase the 2001 Incentive Stock Plan (2018 Restatement) by 9,000,000 shares (including 175,000 for non-employee directors). The Board unanimously recommends the proposal, citing alignment of employee and shareholder interests and retention benefits. While Glass Lewis supports the proposal, ISS recommends against it, arguing plan cost is excessive; Stifel strongly disagrees, noting no net dilution over the past three years due to share repurchases and net settlements, and that the ISS model ignores the benefits of long vesting periods and dilution controls.

  • · The annual shareholders' meeting will be held on June 9, 2026 at 11 a.m. Central Time in a virtual-only format.
  • · The Board unanimously recommends a vote FOR Item 4.
  • · Glass Lewis recommends FOR; ISS recommends AGAINST.
  • · Stifel argues ISS's recommendation ignores the company's track record of dilution control, including share repurchases exceeding Plan issuances over the last three years.
  • · Stifel states that if equity compensation were replaced with cash, total compensation cost would not change, but the mix would shift.
  • · The company notes that ISS would recommend against even a zero-share increase due to the SVT model's design.
  • · Stifel's grants typically vest over 5, 7 or more years, longer than the industry norm of 2-3 years, which the company says is retentive and reduces future dilution.
  • · The company estimates that about 55% of outstanding grants will become outstanding shares.
  • · In 2018, shareholders approved technical plan changes despite ISS opposition.
  • · The filing includes a detailed table of share utilization for 2023-2025, showing average grant prices of $41.43, $48.33, and $63.96 respectively.
James Alpha Funds Trust 425 neutral materiality 5/10

22-05-2026

James Alpha Funds Trust (d/b/a Easterly Funds Trust) filed a Rule 425 communication regarding the proposed reorganization of the Olstein Strategic Opportunities Fund and Olstein All Cap Value Fund into the Easterly Snow Small Cap Value Fund and Easterly Snow All Cap Value Fund, respectively. The filing reminds shareholders to complete their proxy vote and details service changes effective June 29, 2026, including a transfer of transfer agency services from U.S. Bank Fund Services to Ultimus Fund Solutions and a change of IRA custodian from US Bank to First National Bank of Omaha. No financial figures or performance metrics are provided in this communication.

  • · Shareholder proxy vote is required; deadline not specified but reminder sent.
  • · Account numbers will not change after the reorganization.
  • · New mailing addresses for Easterly Funds Trust: overnight (225 Pictoria Drive, Suite 450, Cincinnati, OH 45246) and U.S. Mail (P.O. Box 46707, Cincinnati, OH 45246).
  • · New contact center phone number: 833-999-2636, available Monday–Friday 8:30 a.m. to 6:00 p.m. ET, effective June 29, 2026.
  • · Online access to Olstein accounts will cease at approximately 3 p.m. ET on June 26, 2026.
  • · New online access for Easterly accounts begins June 29, 2026, via http://shareholder.ultimusfundsolutions.com/login/James%20Alpha%20Fund.
  • · IRA custodian changes to FNBO effective on or about June 29, 2026; no action required from account holders.
  • · Prospectus/Proxy Statement details class structure, sales charge schedules, CDSCs, exchange privileges, and purchase/redemption procedure comparisons.
BuzzFeed, Inc. DEFA14A mixed materiality 9/10

22-05-2026

BuzzFeed, Inc. entered into a Stock Purchase Agreement with Allen Family Digital, LLC (AFD), an affiliate of Byron Allen, to issue 40,000,000 shares of Class A common stock at $3.00 per share for aggregate consideration of $120.0 million, consisting of $20.0 million in cash and a $100.0 million secured promissory note. The transaction, expected to close on May 26, 2026, will give AFD approximately 52% ownership of BuzzFeed's outstanding Class A common stock. In connection with the deal, founder Jonah Peretti resigned as CEO and Chairman effective at closing, transitioning to President of BuzzFeed AI, while Byron Allen Folks was appointed as CEO, Chairman, and a Class I director. The Board will expand from four to nine members, with AFD appointing five directors. The company received a Nasdaq exemption from shareholder approval requirements, citing financial viability concerns. Proceeds will be used to partially repay existing debt.

  • · The Audit Committee, composed solely of independent and disinterested directors, determined that delay for shareholder vote would seriously jeopardize financial viability, approving reliance on the financial viability exception.
  • · Nasdaq granted an exception from shareholder approval and voting rights policies under Listing Rule 5635(f).
  • · The promissory note matures on the fifth anniversary of closing, with interest payable semi-annually, and is secured by 33.3 million shares.
  • · AFD may prepay the note in minimum increments of $1.0 million without penalty.
  • · Any material amendment to the promissory note requires approval of a majority of disinterested directors.
  • · Jonah Peretti will beneficially own approximately 2% of Class A common stock and none of Class B common stock after the conversion.
  • · The Director Appointment Agreement grants AFD the right to appoint two-thirds of directors if it holds >=40% of common stock, and a majority if it holds 20-40%.
  • · Jonah Peretti's director appointment rights terminate if he is removed for cause, voluntarily resigns, or holds less than 60% of his current beneficial ownership or less than 0.2% of total Class A shares.
  • · AFD's director appointment rights terminate when it holds less than 5% of outstanding common stock.
  • · The company expects to continue qualifying as a 'controlled company' under Nasdaq rules, allowing exemptions from majority independent director, independent compensation committee, and independent nominating committee requirements.
  • · Compensation arrangements for Byron Allen Folks as CEO and Chairman, and for Jonah Peretti as President of BuzzFeed AI, have not yet been finalized.
BBB FOODS INC 20-F/A neutral materiality 3/10

22-05-2026

BBB Foods Inc. filed its 20-F/A annual report with the SEC on May 22, 2026. The company is incorporated in the British Virgin Islands and its principal executive offices are located in Mexico City, Mexico. Eduardo Pizzuto Espinosa is the designated contact person for investor relations.

  • · Filing type: 20-F/A (annual report amendment)
  • · Jurisdiction of incorporation: British Virgin Islands
  • · Principal executive offices: Av. Presidente Masaryk 8, Polanco V Sección, Miguel Hidalgo, Mexico City, Mexico 11560
  • · Contact telephone: +52 (55) 1102 1202
  • · Contact email: ir@tiendas3b.com
BREAD FINANCIAL HOLDINGS, INC. 8-K neutral materiality 3/10

22-05-2026

Bread Financial Holdings, Inc. held its 2026 annual meeting on May 19, 2026, with 91.35% of outstanding shares represented. All nine director nominees were elected, executive compensation was approved on an advisory basis, the 2026 Employee Stock Purchase Plan was approved, and Deloitte & Touche LLP was ratified as the independent auditor for 2026. Director Roger H. Ballou retired after 25 years of service.

  • · Director Roger H. Ballou, who served since 2001, retired effective May 19, 2026.
  • · Proposal 2 (advisory vote on executive compensation) received 31,508,096 votes for, 2,754,478 against, and 25,859 abstentions, with 3,552,752 broker non-votes.
  • · Proposal 3 (2026 Employee Stock Purchase Plan) received 34,219,041 votes for, 55,969 against, and 13,423 abstentions, with 3,552,752 broker non-votes.
  • · Proposal 4 (ratification of Deloitte & Touche LLP) received 36,998,194 votes for, 822,956 against, and 20,035 abstentions, with no broker non-votes.
  • · The annual meeting was held in a virtual-only format.
JANUS INVESTMENT FUND DEFA14A neutral materiality 6/10

22-05-2026

Janus Investment Fund filed a DEFA14A proxy solicitation material on May 22, 2026, urging shareholders to vote on a new investment advisory agreement following Janus Henderson's agreement to become a privately-owned company. The Joint Special Meeting of Shareholders has been adjourned to May 29, 2026, to allow additional time for voting. The Board of Trustees unanimously recommends a 'FOR' vote, and the fund emphasizes that there will be no change in fund management, fee rates, or investor business practices as a result of the ownership change.

  • · The definitive proxy statement was filed with the SEC on March 2, 2026.
  • · Shareholders can vote by phone (1-855-206-2338), online, via text message link, or through the Proxy Vote Mobile App.
  • · The meeting was adjourned to May 29, 2026, to allow additional time for voting.
  • · The filing includes multiple template communications (email, text) for both registered and beneficial holders.
First Northwest Bancorp 8-K mixed materiality 6/10

22-05-2026

At its 2026 Annual Meeting on May 19, 2026, First Northwest Bancorp shareholders approved the Amended and Restated 2020 Equity Incentive Plan, increasing authorized shares from 520,000 to 820,000 and raising the annual non-employee director compensation limit from $150,000 to $175,000. However, Proposal 2 to remove supermajority provisions from the Articles of Incorporation failed, receiving only 67.37% of outstanding shares in favor, short of the required 80% threshold. All nine director nominees were elected with strong support (ranging from 87.26% to 93.34% of votes cast).

  • · The Amended Plan will terminate 10 years after its effective date, unless terminated earlier by the Board.
  • · Proposal 2 (removing supermajority provisions) received 6,399,941.98 votes for (98.85% of votes cast), 68,769.68 against, 5,679 abstain, and 1,267,289 broker non-votes, but failed because it required 80% of outstanding shares (approximately 7,599,440 shares).
  • · Proposal 3 (Equity Incentive Plan) received 5,851,403.42 for (90.38%), 275,255.24 against, 347,732 abstain.
  • · Proposal 4 (Say-on-Pay) received 5,480,183.31 for (84.64%), 583,739.24 against, 410,468.11 abstain.
  • · Proposal 5 (Auditor ratification) received 7,285,594.98 for (94.11%), 392,092.68 against, 63,992 abstain, with zero broker non-votes.
  • · All director nominees were elected with support ranging from 87.26% (Sherilyn G. Anderson) to 93.34% (Curt T. Queyrouze) of votes cast.
VODAFONE GROUP PUBLIC LTD CO 20-F mixed materiality 8/10

22-05-2026

Vodafone reported FY26 revenue of €40.5B (+8.0% YoY) and service revenue of €33.5B (+8.8% YoY), with organic service revenue growth of 5.4%. Operating profit swung to €2.8B from a loss of €0.4B in FY25, driven by prior-year impairments. However, the company remained loss-making with a net loss of €49M (vs. €3.7B loss in FY25), and basic loss per share from continuing operations was €(0.012) compared to €(0.1586) last year. Cash flow from operations declined to €14.3B from €15.4B, and net debt increased to €43.7B from €42.1B.

  • · Vodafone Business grew 2.2% in FY26, and 3.2% on an organic basis, with double-digit growth in digital services revenue.
  • · Basic loss per share from continuing operations improved to 1.20 eurocents loss from 15.86 eurocents loss in FY25.
  • · Total dividends per share increased to 4.6125 eurocents from 4.5 eurocents in FY25.
  • · Net debt increased to €43.7 billion from €42.1 billion.
  • · Cash inflow from operating activities decreased to €14.3 billion from €15.4 billion.
  • · The company reported a net loss of €49 million for FY26, compared to a loss of €3.7 billion in FY25.
  • · Operating profit increased by €3.2 billion to €2.8 billion, largely due to non-cash impairment charges in the prior year, partially offset by higher depreciation and amortisation following the consolidation of Three UK.
TAKE TWO INTERACTIVE SOFTWARE INC 10-K mixed materiality 9/10

22-05-2026

Take-Two Interactive Software reported total net revenue of $6,656.4M for fiscal year 2026, up 18.2% from $5,633.6M in FY2025, driven by growth in recurrent consumer spending (+16.1% to $5,196.6M) and mobile revenue (+13.3% to $3,333.0M). Gross profit improved 24.4% to $3,809.7M with gross margin expanding to 57.2% from 54.3%. However, the company still reported a net loss of $298.2M, though this was a significant improvement from the $4,478.9M net loss in FY2025, which included a $3,545.2M goodwill impairment charge. Operating cash flow turned positive at $624.3M versus negative $45.2M in the prior year.

  • · Software development costs and royalties surged 161.6% YoY to $439.8M, while game intangibles declined 18.3% to $662.2M.
  • · Interest income decreased 13.7% to $85.1M, and interest expense decreased 9.5% to $151.4M.
  • · Foreign currency exchange loss improved 23.0% to $17.4M.
  • · Goodwill balance at March 31, 2026 was $1,061.9M, with no impairment charge in FY2026 versus $3,545.2M in FY2025.
  • · Net cash used in investing activities increased significantly to $649.2M from $151.5M, reflecting higher capital deployment.
  • · The company's gross margin improved to 57.2% in FY2026 from 54.3% in FY2025, driven by lower cost of revenue as a percentage of sales.
  • · Recurrent consumer spending as a percentage of total revenue declined slightly to 78.1% from 79.4%.
  • · Mobile revenue as a percentage of total revenue decreased to 50.1% from 52.2%, while console share increased to 39.0% from 37.3%.
  • · Digital online revenue accounted for 97.0% of total revenue, up from 96.4%.
  • · Physical retail and other revenue continued to decline, down 2.5% YoY to $196.7M.
Starfighters Space, Inc. 8-K positive materiality 8/10

22-05-2026

Starfighters Space, Inc. (NYSE American: FJET) announced a $17.5 million strategic equity investment led by global institutional investors to accelerate its STARLAUNCH program, infrastructure expansion, and commercial space development. The financing is expected to close on or about May 27, 2026, and represents a milestone as the company transitions from capability development toward scaled commercial execution. However, the company faces execution risks including regulatory approvals, launch licensing, and development timelines, with a targeted space demonstration flight for STARLAUNCH II still 18 to 24 months away.

  • · The company completed its IPO in December 2025.
  • · Recent completion of wind tunnel testing for STARLAUNCH I validated key system dynamics and reduced technical risk.
  • · STARLAUNCH II has a targeted space demonstration flight timeline over the next 18 to 24 months, subject to regulatory approvals and program execution.
  • · The securities sold in the private placement have not been registered under the Securities Act of 1933 and may not be offered or sold in the U.S. absent registration or an applicable exemption.
  • · The company has agreed to file a registration statement with the SEC registering the resale of the shares of common stock issued in the private placement.
  • · Cantor is serving as exclusive placement agent; DLA Piper LLP (US) is legal advisor to Cantor; McMillan LLP is legal advisor to Starfighters Space.
Wayfair Inc. 8-K mixed materiality 6/10

22-05-2026

Wayfair Inc. held its 2026 Annual Meeting on May 21, 2026, where stockholders approved all four proposals: election of nine director nominees, ratification of PricewaterhouseCoopers LLP as auditor for fiscal 2026, a non-binding advisory vote on executive compensation, and an amendment to the 2023 Incentive Award Plan to increase authorized shares by 20,000,000. While director elections and auditor ratification passed overwhelmingly, the advisory vote on executive compensation and the share plan amendment received notable opposition, with 24.6% and 21.7% of votes cast against, respectively.

  • · Broker non-votes totaled 10,775,007 on all director elections and proposals 1, 3, and 4; proposal 2 (auditor ratification) had no broker non-votes.
  • · Director Michael Kumin received the lowest support among nominees with 273,900,950 votes for and 34,801,195 abstentions.
  • · The auditor ratification passed with 319,440,139 votes for, only 18,316 against, and 18,697 abstentions.
  • · The 2026 Annual Meeting was held on May 21, 2026, and the 8-K was filed on May 22, 2026.
MARSH & MCLENNAN COMPANIES, INC. 8-K mixed materiality 5/10

22-05-2026

Marsh & McLennan Companies, Inc. held its Annual Meeting of Stockholders on May 21, 2026, with 90.34% of outstanding shares represented. Stockholders elected all 13 director nominees, approved nonbinding executive compensation (say-on-pay), and ratified Deloitte & Touche LLP as the independent auditor for 2026. However, say-on-pay received significant opposition with 47.1 million votes against (11.5% of votes cast), and several director nominees, including Morton O. Schapiro and Steven A. Mills, faced substantial against votes of 31.3 million and 27.4 million, respectively.

  • · All 13 director nominees were elected, but Morton O. Schapiro received the highest against votes (31,269,749) and H. Edward Hanway received 22,508,535 against votes.
  • · Say-on-pay proposal passed with 362,069,913 votes for, but 47,108,150 against and 2,053,496 abstentions, indicating notable shareholder dissent.
  • · Ratification of Deloitte & Touche LLP as auditor passed with 407,237,084 votes for, 28,028,838 against, and 1,185,383 abstentions (no broker non-votes for this item).
  • · Broker non-votes of 25,219,746 shares were recorded for director elections and say-on-pay, but not for auditor ratification.
FIRST CAPITAL INC 8-K positive materiality 3/10

22-05-2026

First Capital, Inc. held its Annual Meeting of Shareholders on May 18, 2026, where shareholders elected five directors to three-year terms, ratified Crowe LLP as the independent auditor for fiscal year 2026, and approved a non-binding advisory vote on executive compensation. All director nominees received majority support, with the highest votes for Dana L. Huber (1,479,547 for) and the lowest for William W. Harrod (1,370,035 for). The auditor ratification passed overwhelmingly with 2,452,864 votes for and only 11,634 against.

  • · The meeting was held on May 18, 2026, and the 8-K was filed on May 22, 2026.
  • · All five director nominees were elected with votes ranging from 1,370,035 to 1,479,547 in favor.
  • · The auditor ratification received 2,452,864 votes in favor (99.5% of votes cast), with only 11,634 against.
  • · The non-binding advisory vote on executive compensation passed with 1,470,396 votes for, 120,764 against, and 41,849 abstentions.
  • · Broker non-votes were 853,346 for each director election and the executive compensation vote, but not applicable for the auditor ratification.
Compass Diversified Holdings 8-K mixed materiality 5/10

22-05-2026

Compass Diversified Holdings (CODI) held its 2026 Annual Meeting on May 21, 2026, with 63,813,873 shares present (84.8% of 75,235,966 eligible shares). All seven director nominees were elected, the advisory Say-on-Pay proposal was approved, and Grant Thornton LLP was ratified as independent auditor for fiscal 2026. However, the Say-on-Pay proposal received notable opposition with 5,586,343 votes against and 5,777,566 abstentions, representing about 22% of votes cast (excluding broker non-votes), indicating some shareholder dissent on executive compensation.

  • · Broker non-votes were 11,955,366 on all director elections and the Say-on-Pay proposal, representing 15.9% of eligible shares.
  • · The ratification of Grant Thornton LLP received 54,352,876 for, 2,325,347 against, and 7,135,650 abstentions, with no broker non-votes.
  • · Director Teri R. Shaffer received the lowest for votes among nominees at 41,501,430 (with 10,357,077 withheld), while Harold S. Edwards received the highest at 46,532,954.
  • · The annual meeting was held via virtual webcast.
Blue Owl Digital Infrastructure Trust 8-K positive materiality 8/10

22-05-2026

Blue Owl Digital Infrastructure Trust, through indirect subsidiaries, entered into three separate Membership Interest Purchase Agreements on May 18, 2026 to acquire 100% of three data center facilities in Gainesville, Virginia from unaffiliated third parties. The aggregate purchase price for the three properties is approximately $2.85 billion ($860.6M for GCDC 1, $1.1B for GCDC 2, and $893.7M for GCDC 3), with closings expected between Q2 2026 and Q1 2027. However, each transaction is independent and subject to customary closing conditions, and there is no assurance that any or all closings will occur on the described terms or at all.

  • · All three properties are 100% leased to hyperscale customers.
  • · Property 1 (GCDC 1) is a 72 MW facility; Property 2 (GCDC 2) is 72 MW; Property 3 (GCDC 3) is 54 MW.
  • · Closings are expected in Q2 2026 (GCDC 1), Q4 2026 (GCDC 3), and Q1 2027 (GCDC 2).
  • · Funding will come from cash on hand (primarily proceeds from the Trust's private offering) and new property-level debt currently being negotiated.
  • · The termination of any one Purchase Agreement does not terminate any other Purchase Agreement.
FB Financial Corp 8-K mixed materiality 5/10

22-05-2026

FB Financial Corporation held its annual meeting on May 21, 2026, where shareholders elected 13 directors, approved the 2026 Incentive Plan and an amendment to the employee stock purchase plan, and ratified Crowe LLP as auditor for FY 2026. However, a proposal to eliminate supermajority voting standards failed to obtain the required 80% approval, with only 35,384,224 votes in favor versus 7,082,294 abstentions.

  • · All 13 director nominees were elected with votes for ranging from 41,230,090 (C. Wright Pinson) to 42,391,038 (J. Henry Smith IV).
  • · The 2026 Incentive Plan passed with 35,996,763 votes for and 6,468,949 against.
  • · The employee stock purchase plan amendment passed overwhelmingly with 42,450,293 votes for and only 28,116 against.
  • · The non-binding advisory vote on executive compensation passed with 42,018,053 votes for and 446,203 against.
  • · Ratification of Crowe LLP as auditor passed with 46,249,513 votes for, 480,409 against, and 58,062 abstentions.
  • · The proposal to eliminate supermajority voting standards failed: 35,384,224 votes for, 37,445 against, and 7,082,294 abstentions, falling short of the 80% outstanding shares requirement.
JFrog Ltd 8-K neutral materiality 3/10

22-05-2026

JFrog Ltd. held its annual general meeting on May 20, 2026, where all six proposals were approved by shareholders. Directors Yoav Landman, Yossi Sela, Elisa Steele, and Luis Felipe Visoso were re-elected as Class III directors. Notably, Elisa Steele received significant opposition with 29,032,316 votes against, while the other directors had strong support. The re-appointment of auditors and executive compensation proposals also passed.

  • · Elisa Steele received 29,032,316 votes against, the highest opposition among director nominees.
  • · Proposal 4 (advisory vote on executive compensation) had 17,811,030 votes against, indicating some shareholder dissent.
  • · Proposal 2 (non-employee director compensation) passed with 98,675,375 for and only 201,091 against.
  • · Auditor re-appointment (Proposal 3) had the highest support with 109,400,207 for and no broker non-votes.
Amalgamated Financial Corp. 8-K positive materiality 3/10

22-05-2026

Amalgamated Financial Corp. held its Annual Meeting on May 20, 2026, with 95.27% of outstanding shares represented. All 13 director nominees were elected, and stockholders approved, on a non-binding advisory basis, the compensation of named executive officers, and ratified Crowe LLP as the independent auditor for fiscal year 2026. All proposals passed with strong support, though the say-on-pay vote received a notable 2.3% against votes.

  • · Record date for the meeting was March 26, 2026.
  • · Broker non-votes totaled 702,416 shares on all director elections and the say-on-pay proposal.
  • · Ratification of Crowe LLP received 28,268,137 votes for, 147,851 against, and 23,366 abstentions.
  • · Say-on-pay proposal had 27,060,223 votes for, 649,682 against, and 27,033 abstentions (approximately 2.3% against).
AMAZON COM INC 8-K neutral materiality 5/10

22-05-2026

Amazon held its Annual Meeting of Shareholders on May 20, 2026, where all 11 director nominees were elected, including Jeffrey P. Bezos and Andrew R. Jassy. Shareholders ratified Ernst & Young LLP as independent auditors for FY 2026 and approved executive compensation in a non-binding vote. However, all five shareholder proposals—covering charitable partnerships, data center climate impact, climate commitments, an independent board chair, and a worker-oriented AI advisory council—were rejected by wide margins.

  • · All 11 director nominees were elected; the highest vote 'for' was Brad D. Smith with 7,812,423,713 votes, and the lowest was Jonathan J. Rubinstein with 7,078,042,809 votes.
  • · Ratification of Ernst & Young LLP as independent auditors received 8,403,029,398 votes for, 522,632,825 against, and 27,188,801 abstentions.
  • · Advisory vote on executive compensation passed with 7,391,737,243 for, 470,466,853 against, and 26,155,268 abstentions.
  • · Shareholder proposal on charitable partnerships received only 72,712,599 votes for (0.9% of votes cast excluding broker non-votes).
  • · Shareholder proposal on data center climate impact received 1,436,334,642 votes for (18.4% of votes cast excluding broker non-votes).
  • · Shareholder proposal on climate commitments report received 95,945,426 votes for (1.2% of votes cast excluding broker non-votes).
  • · Shareholder proposal for mandatory independent board chair received 1,112,511,990 votes for (14.2% of votes cast excluding broker non-votes).
  • · Shareholder proposal on worker-oriented AI advisory council received only 49,093 votes for (0.0006% of votes cast excluding broker non-votes).
FS Specialty Lending Fund 8-K neutral materiality 3/10

22-05-2026

FS Specialty Lending Fund (FSSL) filed an 8-K on May 22, 2026, announcing that it will make available a presentation containing financial and operating information on its website after the market close on the same day. The filing includes standard forward-looking statements and risk factors but does not disclose any specific financial figures or performance metrics.

  • · The presentation will be available in the 'Investor Relations' section of the company's website at https://www.fssl.futurestandard.com/fund-information#investor-relations.
  • · The filing is made under Item 7.01 (Regulation FD Disclosure) and Item 9.01 (Financial Statements and Exhibits).
  • · The company explicitly states it undertakes no duty to update the information in the presentation except as required by federal securities laws.
  • · The report is signed by Stephen S. Sypherd, General Counsel.
Blue Star Foods Corp. 10-K mixed materiality 9/10

22-05-2026

Blue Star Foods Corp. (BSFC) filed its 10-K for the year ended December 31, 2025, reporting a net loss of $3,582,512, a significant improvement from the $12,478,487 net loss in 2024. Revenue declined 19.5% to $2,891,428 from $3,593,881, but the company achieved a gross profit of $1,170,698 versus a gross loss of $1,288,990 in the prior year. Total assets fell to $1,386,234 from $2,554,599, while total liabilities increased to $3,742,736 from $2,746,296, resulting in a worsened stockholders' deficit of $2,356,502 compared to $191,697.

  • · The company's accumulated deficit increased to $49,871,732 as of December 31, 2025 from $46,289,219 as of December 31, 2024.
  • · Convertible notes, at fair value of $1,822,102 were recorded as of December 31, 2025, compared to none in 2024.
  • · Derivative liability was $49,565 as of December 31, 2024, but $0 as of December 31, 2025.
  • · The company issued 75,359,320 common shares for note payment during 2025, contributing to a massive increase in shares outstanding.
  • · Series A Super-Voting Convertible Preferred Stock was issued for the first time in 2025: 1,000,000 shares with $100 par value.
  • · The company had a stock subscription receivable of $100 as of December 31, 2025.
  • · Accumulated other comprehensive loss shifted from a gain of $5,174 in 2024 to a loss of $67,171 in 2025.
  • · The company's cash position is critically low at $14,436, down 95.6% from $326,854.
  • · Total current liabilities exceeded total current assets by $2,528,067 as of December 31, 2025, indicating a severe liquidity shortfall.
  • · The company acknowledges it may need to raise additional capital to fund operations and expansion.
Braemar Hotels & Resorts Inc. 8-K neutral materiality 4/10

22-05-2026

Braemar Hotels & Resorts Inc. entered into Amendment No. 3 to its Fifth Amended and Restated Advisory Agreement with Ashford Inc. and Ashford Hospitality Advisors LLC on May 21, 2026. The amendment extends the negotiation period for a revised Base Fee or Incentive Fee through December 31, 2026. No financial figures or period-over-period comparisons are provided in this filing.

  • · The amendment extends the negotiation period for revised Base Fee or Incentive Fee through December 31, 2026.
  • · The original Fifth Amended and Restated Advisory Agreement was dated April 23, 2018.
  • · The amendment was proposed by Ashford Inc. to the independent directors of Braemar's board.
Pinnacle Financial Partners, Inc. 8-K neutral materiality 3/10

22-05-2026

Pinnacle Financial Partners held its 2026 Annual Meeting on May 21, 2026, where all 15 director nominees were elected by majority vote, the 2026 Omnibus Plan was approved, and KPMG LLP was ratified as independent auditor for fiscal 2026. Shareholders also approved advisory say-on-pay and selected a 1-year frequency for future advisory votes. While all proposals passed, several directors received notable opposition votes, with Abney S. Boxley, III and Thomas C. Farnsworth, III each garnering over 7.5 million votes against (approximately 6.5% of votes cast), indicating some shareholder dissent.

  • · Proposal 4 (advisory vote on frequency of say-on-pay): 111,729,694 votes for 1 year, 201,651 for 2 years, 5,386,534 for 3 years, and 989,344 abstentions.
  • · Proposal 5 (ratification of KPMG): 134,009,570 votes for, 383,499 against, 929,800 abstentions, with zero broker non-votes.
  • · Broker non-votes totaled 17,015,646 for each director nominee and for Proposals 2, 3, and 4.
  • · Director Kevin S. Blair received the highest votes for (116,739,049) and the lowest votes against (508,511) among all nominees.
  • · Director M. Terry Turner received 2,527,026 votes against, the highest against count among all nominees.
ASHFORD HOSPITALITY TRUST INC 8-K neutral materiality 6/10

22-05-2026

Ashford Hospitality Trust completed the sale of the 168-room Lakeway Resort and Spa in Austin, Texas for approximately $37.2 million in cash, net of selling expenses. The company also paid approximately $36.3 million to the mortgage lender. The pro forma financial statements show a reduction in total assets from $2.605 billion to $2.582 billion and a reduction in total liabilities from $3.044 billion to $3.006 billion as of March 31, 2026. The pro forma net loss attributable to common stockholders improved from $215.0 million to $198.1 million for the year ended December 31, 2025, and from $71.1 million to $70.2 million for the three months ended March 31, 2026.

  • · The mortgage loan is secured by 16 hotels including Lakeway.
  • · Pro forma adjustments include a non-recurring gain on disposition of $15.34 million for the year ended Dec 31, 2025.
  • · Pro forma adjustments for the three months ended Mar 31, 2026 include a tax effect of $13 thousand.
  • · Redeemable noncontrolling interests in operating partnership ownership percentage is 1.43% for both periods.
  • · Weighted average common shares outstanding (basic and diluted) were 5.974 million for the year ended Dec 31, 2025 and 6.442 million for the three months ended Mar 31, 2026.
FISERV INC 8-K positive materiality 5/10

22-05-2026

Fiserv held its annual meeting on May 21, 2026, where shareholders elected all 11 director nominees, approved executive compensation on an advisory basis, ratified Deloitte & Touche as auditor for 2026, and rejected a shareholder proposal for an independent board chair policy. All director nominees received strong support, with votes for ranging from 400.95M to 414.74M, while the advisory say-on-pay vote passed with 77.6% support but faced notable opposition (22.2% against).

  • · Shareholder proposal for independent board chair policy was rejected with 67,875,650 votes for and 348,333,433 against.
  • · Ratification of Deloitte & Touche as auditor passed with 427,451,661 votes for, 36,179,569 against, and 343,848 abstentions.
  • · Broker non-votes totaled 46,429,220 on all director elections, say-on-pay, and the shareholder proposal.
  • · All 11 directors were elected with votes for ranging from 400,950,941 (Henrique de Castro) to 414,744,203 (Michael P. Lyons).
FEDEX CORP 8-K neutral materiality 5/10

22-05-2026

FedEx Corporation announced the full redemption of all €354,878,000 outstanding aggregate principal amount of its 1.300% Notes due 2031, with a redemption date of May 28, 2026. The total redemption price is €358,619,289.16, which includes €3,741,289.16 of accrued and unpaid interest. This debt management action reduces the company's outstanding long-term debt and associated interest obligations.

  • · The redemption date is May 28, 2026.
  • · The redemption price is the greater of 100% of principal or present value of remaining payments discounted at comparable government bond rate plus 25 basis points.
  • · The par call date for the notes is May 5, 2031.
  • · The notes were originally issued with a 1.300% coupon rate.
Flux Power Holdings, Inc. S-1 mixed materiality 8/10

22-05-2026

Flux Power Holdings, Inc. filed an S-1 registration statement on May 22, 2026, for a proposed IPO. The filing includes financial data for the fiscal years ended June 30, 2025 and 2024, as well as quarterly periods through March 31, 2026. The company has incurred significant net losses and has an accumulated deficit, but has raised capital through multiple debt and equity financings, including a September 2025 private placement and a November 2025 underwritten public offering.

  • · The filing covers financial data for fiscal years ended June 30, 2025 and 2024, and quarterly periods through March 31, 2026.
  • · The company has an accumulated deficit as of June 30, 2025 and 2024.
  • · The company entered into multiple amendments to loan and security agreements with Gibraltar Business Capital, LLC, including a Fifth Amendment on July 16, 2025.
  • · The company conducted a private placement of Series A Convertible Preferred Stock and common stock in September 2025.
  • · The company completed an underwritten public offering on November 3, 2025, including an over-allotment option.
  • · The company has outstanding common stock warrants and preferred stock warrants as of various dates.
  • · The company has stock option and restricted stock unit activity under its equity incentive plans.
ALERUS FINANCIAL CORP 8-K neutral materiality 3/10

22-05-2026

Alerus Financial Corporation (ALRS) announced a quarterly cash dividend of $0.22 per share, payable on July 10, 2026, to stockholders of record on June 26, 2026. The filing contains no period-over-period data, financial results, or comparative metrics.

  • · Dividend record date is June 26, 2026.
  • · Dividend payment date is July 10, 2026.
  • · Stock trades on Nasdaq under ticker ALRS.
MARKEL GROUP INC. 8-K neutral materiality 5/10

22-05-2026

Markel Group Inc. held its 2026 Annual Meeting on May 20, 2026, where shareholders approved an amendment to the Articles of Incorporation reducing the default voting requirement to a majority of votes cast for key corporate actions, and elected all 11 director nominees. Shareholders also ratified KPMG LLP as independent auditor and approved executive compensation on an advisory basis, but rejected two shareholder proposals regarding environmental risk reporting and special meeting rights.

  • · The Articles Amendment became effective on May 22, 2026.
  • · Shareholder proposal on environmental risk reporting was rejected with 6,912,765 votes against vs. 2,141,784 for.
  • · Shareholder proposal on special meeting rights was rejected with 5,707,234 votes against vs. 3,394,903 for.
  • · Ratification of KPMG LLP received 9,978,022 votes for, 703,704 against, and 5,578 abstentions.
  • · Advisory vote on executive compensation passed with 8,767,980 for, 269,226 against, and 88,588 abstentions.
  • · All director nominees received substantial support, with votes for ranging from 8,435,235 (Cunningham) to 9,001,139 (Michael).
SURF AIR MOBILITY INC. 8-K neutral materiality 5/10

22-05-2026

Surf Air Mobility Inc. announced that Chairman Carl Albert will not seek re-election at the July 24, 2026 Annual Meeting, and will transition to Chairman Emeritus and advisor under a one-year Advisory Services Agreement. The Board elected Shawn Pelsinger as successor Chairman, effective at the Annual Meeting. Mr. Albert's departure is not due to any disagreement with the Company.

  • · The Advisory Services Agreement is for a one-year term starting July 24, 2026, with possible extension by mutual agreement.
  • · The agreement may be terminated earlier by either party with 30 days' notice, or immediately by the Company for misconduct.
  • · Shawn Pelsinger was elected as successor Chairman on the nomination of Carl Albert, effective at the Annual Meeting.
Golub Capital Private Credit Fund 8-K neutral materiality 7/10

22-05-2026

Golub Capital Private Credit Fund disclosed its April 30, 2026 portfolio and NAV metrics, reporting total investments of $9,994 million across 458 companies and an aggregate NAV of $4,618 million. The fund declared May 2026 regular distributions of $0.1875 per share for Class I and $0.1704 net for Class S shares, payable June 29, 2026. The portfolio remains heavily weighted toward first lien senior secured debt (96%) and floating-rate investments (99%), with a debt-to-equity leverage ratio of 1.21x.

  • · NAV per share as of April 30, 2026: Class I $24.20, Class S $24.20
  • · GAAP debt-to-equity ratio, net: 1.18x
  • · Top industry exposure: Software 20%, Hotels Restaurants & Leisure 7%, Healthcare Technology 7%
  • · No Class D shares outstanding as of April 30, 2026
  • · Public offering continues on a monthly basis with total consideration of $4,177,137,426 from Class I and Class S shares combined through May 1, 2026
Powerfleet, Inc. 8-K neutral materiality 4/10

22-05-2026

Powerfleet, Inc. announced that Chief Innovation Officer Mike Powell will depart effective May 29, 2026, with the company receiving notice on May 18, 2026. The company thanked Powell for his contributions and stated it will provide an update on its enhanced technology leadership team at its earnings call on June 15, 2026. No financial details or performance metrics were disclosed in this filing.

  • · Effective departure date: May 29, 2026
  • · Notice of departure received on May 18, 2026
  • · Update on technology leadership team expected at earnings call on June 15, 2026
Reborn Coffee, Inc. 10-Q mixed materiality 8/10

22-05-2026

Reborn Coffee reported total net revenues of $5.21M for Q1 2026, a 207.8% increase from $1.69M in Q1 2025, driven by new service income ($3.39M) and license income ($0.28M). However, the company's net loss attributable to shareholders narrowed to $1.83M from $2.19M, while cash decreased sharply from $2.59M to $0.27M, and total liabilities rose to $10.71M from $8.54M.

  • · Service income of $3.39M and license income of $0.28M were new revenue streams in Q1 2026, not present in Q1 2025.
  • · Operating loss improved to $0.87M from $1.70M, a 48.6% reduction.
  • · Total operating costs and expenses increased 79.4% to $6.08M from $3.39M, driven by new cost of service income ($2.59M) and higher G&A ($2.44M vs $1.88M).
  • · Stock compensation expense of $0.29M was recognized in Q1 2026 versus $0 in Q1 2025.
  • · Derivative expense decreased sharply to $0.05M from $0.40M.
  • · Interest expense - debt discount increased to $0.40M from $0.12M.
  • · Asset impairment loss of $80,000 was recorded in Q1 2026.
  • · Accounts payable from related party surged to $1.05M from $0 at December 31, 2025.
  • · Loan payable to related party increased to $0.44M from $0.15M.
  • · Non-controlling interest in subsidiary grew to $0.47M from $0.13M.
  • · The company issued 177,083 shares from previously issuable common stock, converting $850,000 of issuable stock into equity.
  • · Segment data shows Reborn Logistics contributed $3.39M in revenue and $0.68M in operating income, while Reborn Coffee segment had an operating loss of $1.56M.
Armada Hoffler Properties, Inc. 8-K positive materiality 8/10

22-05-2026

AH Realty Trust (NYSE: AHRT) completed the sale of nine multifamily properties to Harbor Group International for $485 million, with two remaining properties under contract for $77 million. Approximately $465 million of proceeds will be used to pay down debt, accelerating deleveraging toward a 5.5x-6.5x net debt to adjusted EBITDA target. The company is also marketing The Everly and Solis Gainesville for sale while retaining Smith's Landing.

  • · Two multifamily properties remain under contract: Greenside ($50M, closing by end of 2026) and Premier ($27M, closing by mid-2027).
  • · Company is actively marketing The Everly and Solis Gainesville for sale, and intends to retain Smith's Landing.
  • · Long-term leverage target is 5.5x – 6.5x net debt to total adjusted EBITDA.
FiEE, Inc. S-3/A mixed materiality 6/10

22-05-2026

FiEE, Inc. filed an S-3/A shelf registration statement on May 22, 2026, to register an unspecified amount of common stock, preferred stock, and warrants for future offering. The company, a digital service provider focused on AI, data analytics, and content creation, recently pivoted toward high-growth tech sectors and completed the acquisition of Houren-Geiju Kabushikikaisha in November 2025. However, the filing highlights significant risks, including that all revenue-generating operations are conducted through Hong Kong and Japanese subsidiaries, with no cash transfers or dividends ever made from those subsidiaries to the parent, and the company faces potential regulatory risks from PRC authorities that could materially harm the value of its securities.

  • · The company was originally incorporated in Delaware in March 1993 as Zoom Telephonics, Inc., merged with Minim, Inc. in November 2020, and rebranded to FiEE, Inc. in February 2025.
  • · Principal executive offices are located in Osaka, Japan.
  • · FiEE (HK) was incorporated in Hong Kong in March 2025.
  • · The company has not paid any cash dividends in recent history and does not anticipate declaring or paying dividends in the foreseeable future.
  • · Net proceeds from any offering will be used for general corporate purposes, including acquisitions, working capital, capital expenditures, and debt repayment.
  • · The company's common stock is listed on Nasdaq under the symbol 'FIEE'.
  • · The company has 7,000,000 shares of preferred stock authorized but undesignated.
PACIFIC BIOSCIENCES OF CALIFORNIA, INC. DEFA14A neutral materiality 3/10

22-05-2026

Pacific Biosciences of California, Inc. filed definitive additional proxy materials (DEFA14A) with the SEC on May 22, 2026, to supplement its proxy statement for the upcoming shareholder meeting. The filing does not contain specific financial results or operational updates, but serves as a solicitation of proxies for corporate governance matters.

  • · The filing is classified as Definitive Additional Materials under SEC Rule 14a-6(e)(2).
  • · No fee was required for this filing.
  • · The document is a supplement to the definitive proxy statement, not a standalone proxy.
FS KKR Capital Corp SC 14D9/A neutral materiality 5/10

22-05-2026

FS KKR Capital Corp filed Amendment No. 1 to its Schedule 14D-9 regarding KKR Alternative Assets L.P.'s tender offer to purchase up to $150,000,000 of FSK common stock at $11.00 per share. The amendment clarifies that the offer is not conditioned on financing but is subject to antitrust clearance, and that there is no cap on the 1.00% per annum fee increases under the Purchase Agreement. The filing updates prior disclosures but does not change the overall recommendation or terms of the offer.

  • · The amendment was filed on May 22, 2026, amending the original Schedule 14D-9 filed on May 12, 2026.
  • · The tender offer is not conditioned on any financing arrangements.
  • · The offer is subject to the Antitrust Condition under the Hart-Scott-Rodino Act.
  • · There is no cap on the 1.00% per annum fee increases under the Purchase Agreement.
COMMUNITY FINANCIAL SYSTEM, INC. 8-K positive materiality 3/10

22-05-2026

Community Financial System, Inc. held its Annual Shareholders Meeting on May 20, 2026, where shareholders elected 12 directors, approved executive compensation on an advisory basis, and ratified the appointment of PricewaterhouseCoopers LLP as auditor for 2026. All proposals passed with strong support, though some directors received notable against votes.

  • · Total shares outstanding and voting results: For director elections, votes for ranged from 38,668,170 to 40,299,084; against votes ranged from 250,032 to 1,878,778; abstentions from 38,993 to 158,788; broker non-votes were 5,090,737 for each director.
  • · Advisory vote on executive compensation: 39,052,791 for, 1,367,203 against, 197,287 abstentions, 5,090,737 broker non-votes.
  • · Ratification of auditor: 45,216,738 for, 457,737 against, 33,543 abstentions.
SMARTFINANCIAL INC. 8-K positive materiality 3/10

22-05-2026

SmartFinancial Inc. held its 2026 annual meeting on May 21, 2026, with 80.61% of outstanding shares represented. Shareholders elected all 10 director nominees, ratified Elliott Davis as auditor for FY2026, and approved non-binding advisory say-on-pay compensation. All proposals passed with strong support, though director David A. Ogle received notably lower votes for (9,660,751) compared to other nominees, and the say-on-pay vote had 331,566 votes against.

  • · David A. Ogle received the lowest votes for among director nominees at 9,660,751, with 1,744,374 votes withheld.
  • · Say-on-pay proposal had 331,566 votes against and 17,236 abstentions, with 2,378,708 broker non-votes.
  • · Auditor ratification passed overwhelmingly with 13,769,399 votes for, only 4,421 against, and 10,013 abstentions.
  • · All director elections had 2,378,708 broker non-votes each.
  • · The annual meeting was held on May 21, 2026, and the 8-K was filed on May 22, 2026.
FARADAY FUTURE INTELLIGENT ELECTRIC INC. 8-K mixed materiality 8/10

22-05-2026

Faraday Future Intelligent Electric Inc. held its 2026 Annual Meeting on May 22, 2026, and stockholders approved all nine proposals, including a 45% increase in authorized shares (from 312,285,439 to 452,813,887 shares of Common Stock) and a reverse stock split of up to 1-for-150 as a contingency to maintain Nasdaq listing. The company also raised its full-year shipment target from 1,000 to 1,500 units and secured $70 million in financing over the past two months. However, only 42.29% of voting shares were present at the meeting, and broker non-votes were high (over 103 million shares) on most proposals, indicating significant shareholder absenteeism.

  • · The reverse stock split ratio can be any whole number up to 1-for-150, to be determined by the Board within one year after the meeting.
  • · The Series A Preferred Stock (1 share) cast 10,000,000,000 votes on Proposals 5 and 6, voted in the same proportion as Common Stock votes.
  • · Proposal 8 (Say-on-Frequency) received 58,255,995 votes for 'Three Years' vs. 11,137,703 for 'One Year'.
  • · Proposal 3 (Share Issuance) had only 23,132,465 votes For, the lowest among all proposals.
  • · The company plans to launch a new EAI Robotics product in June 2026.
  • · The press release was furnished as Exhibit 99.1 and is not deemed 'filed' for SEC purposes.
FOXO TECHNOLOGIES INC. 8-K mixed materiality 8/10

22-05-2026

FOXO Technologies entered into a Settlement Agreement with J.H. Darbie on May 15, 2026, resolving all obligations by issuing 400 shares of Series D Preferred Stock and paying $175,000 in installments. Additionally, the majority stockholder approved a reverse stock split at a ratio between 1:1,000 and 1:10,000, abandoning a prior split. The company faces potential dilution from conversion rights and payment defaults.

  • · The reverse stock split ratio ranges from 1:1,000 to 1:10,000, with exact ratio determined by the Board.
  • · The prior reverse stock split approved in August/September 2025 has been abandoned.
  • · In case of payment default, J.H. Darbie may convert unpaid balance into common stock at 90% of 20-day VWAP, subject to 4.99% beneficial ownership limitation.
  • · The Settlement Agreement includes mutual releases of all claims under the J.H. Darbie Agreements.
  • · The reverse split is subject to FINRA approval and will be effective no earlier than 20 days after mailing of definitive Information Statement.
SafeSpace Global Corp 8-K neutral materiality 3/10

22-05-2026

SafeSpace Global Corporation (SSGC) filed an 8-K on May 22, 2026, announcing its participation in the Sidoti Micro Cap Virtual Conference on May 21, 2026, and furnishing an investor presentation as Exhibit 99.1. The presentation is available on the company's website and will be used in future investor meetings. The filing is a Regulation FD disclosure and does not contain any financial results or material operational updates.

  • · The investor presentation is furnished under Item 7.01 and is not deemed 'filed' for SEC liability purposes.
  • · The company plans to use the presentation in future meetings with potential investors and analysts.
  • · The presentation is available under the 'Invest' tab at https://safespaceglobal.ai.
Laird Superfood, Inc. DEF 14A mixed materiality 8/10

22-05-2026

Laird Superfood, Inc. filed a DEF 14A proxy statement for its 2026 Annual Meeting of Stockholders to be held on June 26, 2026. The filing highlights fiscal year 2025 net sales growth of 15% to $49.9 million and an improvement in Adjusted EBITDA to $0.3 million from a loss of $0.7 million in the prior year. However, net loss widened to $3.3 million from $1.8 million, gross margin contracted to 37.9% from 40.9%, and e-commerce sales declined 3% year over year. Recent strategic acquisitions of Navitas LLC ($38.5 million cash) and Terrasoul Superfoods ($48.0 million cash plus up to $5.0 million contingent consideration) were funded by a $50.0 million Series A Preferred Stock investment from Nexus Capital Management LP.

  • · The Annual Meeting will be held virtually on June 26, 2026 at 10:00 a.m. Mountain Time.
  • · Record date for voting is May 18, 2026.
  • · The Board recommends election of eight director nominees (Proposal 1).
  • · Proposals include ratification of independent auditor, advisory say-on-pay, frequency of say-on-pay votes, and approval of Second Amendment to the Restated 2020 Omnibus Incentive Plan.
  • · Net loss per diluted share was $0.31 in FY 2025 versus $0.18 in FY 2024.
  • · Gross margin contraction was driven by settlement recoveries in FY 2024 that did not repeat and increased procurement costs from commodity inflation and tariffs.
  • · Adjusted EBITDA improvement was driven by net sales growth and decreased general and administrative costs, partially offset by gross margin contraction.
  • · The Navitas Acquisition closed on March 12, 2026; the Terrasoul Acquisition closed on April 21, 2026.
  • · The Nexus Investment provided $50.0 million in gross proceeds from Series A Preferred Stock at $1,000 per share.
  • · E-commerce sales declined 3% year over year, with softness on the DTC platform partially offset by growth on Amazon.com.
  • · Wholesale sales increased 41% year over year, driven by distribution expansion and velocity improvement in grocery and club outlets.
Grayscale HYPE ETF S-1/A neutral materiality 7/10

22-05-2026

Grayscale HYPE ETF filed Amendment No. 3 to its S-1 registration statement on May 22, 2026, to register shares of a trust that will hold HYPE, the native digital asset of the Hyperliquid Network. The trust intends to list on NASDAQ under the symbol 'HYPG' and will be renamed Grayscale Hyperliquid Staking ETF upon effectiveness. The filing discloses a seed capital investment of $100 for 4 shares at $25.00 per share on April 22, 2026, and ongoing discussions with Hyper Holdings Global LP for a potential contribution of approximately an undisclosed number of HYPE tokens in exchange for shares, though no binding agreement exists.

  • · The trust is a Delaware statutory trust and will be renamed Grayscale Hyperliquid Staking ETF upon effectiveness.
  • · Shares will be listed on NASDAQ under Rule 5711(d) for Commodity-Based Trust Shares, subject to HYPE meeting eligibility requirements.
  • · The trust is not registered under the Investment Company Act of 1940 and is not a commodity pool under the CEA.
  • · The Sponsor is in non-binding discussions with Hyper Holdings Global LP for a potential contribution of approximately an undisclosed number of HYPE tokens in exchange for shares.
  • · The trust will issue and redeem shares only in Baskets of 10,000 shares via Authorized Participants.
  • · The trust is an emerging growth company and will have reduced reporting requirements.
  • · The Seed Capital Investor (Sponsor) is expected to purchase additional Seed Baskets at $25.00 per share, with proceeds used to buy HYPE prior to listing.
  • · The Seed Shares are anticipated to be redeemed for cash immediately prior to listing.
Functional Brands Inc. 8-K mixed materiality 8/10

22-05-2026

Functional Brands Inc. (NASDAQ: MEHA) announced a definitive agreement to acquire the Alchemy gold-backed blockchain settlement platform from BullionFX in an all-stock asset acquisition valued at $142.9 million. The transaction, unanimously approved by both boards, is expected to close in Q3 2026 subject to due diligence, regulatory approvals, and a valuation. While management highlights the platform's potential to generate above-market yield on physical gold positions compared to near 0% for traditional gold ETFs, the company faces significant execution risks including its going concern status, dependence on future capital raises, and the dilutive effect of the preferred shares issued as consideration.

  • · Binding LOI was signed on May 11, 2026; definitive agreement executed on May 22, 2026.
  • · Gold reached all-time highs in 2025 driven by central-bank purchasing, geopolitical tension, and demand for non-sovereign stores of value.
  • · The company has a going concern status and depends on future capital raises.
  • · The acquisition consideration includes preferred shares that will be dilutive to existing stockholders.
  • · Functional Brands operates an FDA-registered, cGMP-compliant manufacturing facility in Oregon.
  • · The company's wellness portfolio includes Kirkman® (over 75 years, available in 35+ countries), P2i™ prenatal supplement, and Tru2u.health telehealth platform.
  • · Closing conditions include due diligence, regulatory approvals, and a valuation.
Functional Brands Inc. 8-K/A neutral materiality 5/10

22-05-2026

Functional Brands Inc. (MEHA) filed an amendment to its Form 8-K to disclose a Services Agreement with Atlas Bookkeeping, LLC, an entity owned by newly appointed CFO David R. Wells. The agreement, dated November 20, 2025 and amended April 15, 2026, increased the monthly fee from $13,000 to $18,000, with aggregate payments of approximately $89,833 through May 21, 2026. The filing also notes the resignation of Tariq Rahim from the Board and his transition from CFO to Vice President, Finance, effective May 18, 2026, which was not due to any disagreement with the company.

  • · David R. Wells, age 63, has over 30 years of finance experience and holds an MBA from Pepperdine University and a BS from Seattle Pacific University.
  • · The Services Agreement has an initial six-month term and automatically renews for successive six-month periods unless either party gives 30 days' notice.
  • · Either party may terminate the agreement upon an uncured material breach with a 15-day cure period.
  • · There are no family relationships between Mr. Wells and any director or executive officer of the company.
  • · The amendment was filed to comply with Item 404(a) of Regulation S-K and Item 5.02(e) of Form 8-K.
GROUPAMA ASSET MANAGMENT 13F-HR mixed materiality 7/10

22-05-2026

Groupama Asset Management filed a Form 13F-HR for the reporting period ended 2026-03-31 (filed 2026-05-22) disclosing numerous US equity and certain note positions across large-cap and mid/small-cap issuers. Holdings include large positions by market value in APPLE INC (311491187), MICROSOFT CORP (386756207), ALPHABET INC (287360146), BROADCOM INC (264493628) and NETFLIX INC (30146198). However, the report also shows many smaller positions and several private placement / note/prn entries (e.g., multiple PRN notes with par amounts of 1500000, 1250000, 3200000, 4500000) indicating mixed concentration and exposure across equities and debt-like instruments.

  • · Form type: 13F-HR for period 2026-03-31, filed 2026-05-22 (accession 0001752724-26-000039).
  • · Filer address: 25 RUE DE LA VILLE L'EVEQUE, PARIS 75008.
  • · Filer CI K: 0001055969.
  • · Several PRN/note entries with par amounts commonly equal to 1500000 (e.g., GUIDEWIRE SOFTWARE INC NOTE 1.250%11/0; AEROVIRONMENT INC NOTE 7/1; NUTANIX INC NOTE 0.500%12/1; SNOWFLAKE INC NOTE 10/0 shows PRN 1450000 etc.), signaling exposure to privately placed or note-style holdings.
  • · Large market-value positions reported: MICROSOFT CORP ($386,756,207), APPLE INC ($311,491,187), ALPHABET INC ($287,360,146), BROADCOM INC ($264,493,628), and NETFLIX INC ($30,146,198).
  • · Many holdings show sole voting/control (SOLE) — the report indicates Groupama holds voting power and dispositive power for the vast majority of positions listed.
MCDONALDS CORP 8-K positive materiality 4/10

22-05-2026

McDonald's Corporation held its 2026 Annual Shareholders' Meeting on May 20, 2026. All 12 director nominees were elected, and shareholders approved executive compensation (Proposal 2) and ratified Ernst & Young as independent auditor (Proposal 3). However, two shareholder proposals—for an independent board chair and for the right to act by written consent—were overwhelmingly voted down, each receiving only about 22% and 42% support, respectively.

  • · CEO Christopher Kempczinski received 465,293,316 votes for and 38,754,428 against — the lowest 'for' vote among all director nominees at approximately 92.3% approval (excluding broker non-votes).
  • · All other director nominees received between ~95% and ~99.6% approval (excluding broker non-votes).
  • · Proposal 3 (auditor ratification) had zero broker non-votes; the final tally was 564,418,960 for, 30,747,919 against, 1,123,814 abstain.
  • · Proposal 4 (Independent Chair) received only 109,660,842 for vs. 390,230,525 against, a defeat ratio of roughly 1:3.6.
  • · Proposal 5 (Written Consent) received 210,184,684 for vs. 291,750,232 against, a defeat ratio of roughly 0.72:1.
Fortitude Gold Corp 8-K mixed materiality 6/10

22-05-2026

Fortitude Gold Corporation held its annual shareholders' meeting on May 20, 2026, where shareholders elected directors Bill M. Conrad and Jason D. Reid, ratified the appointment of Haynie & Company as independent auditor for FY2026, and approved amendments to the Equity Incentive Plan extending its expiration to October 15, 2035 and increasing reserved shares to 10,000,000. While the auditor ratification passed overwhelmingly with 9,408,989 votes for, the Equity Incentive Plan amendment faced notable opposition with 3,019,091 votes against, indicating shareholder concern over dilution.

  • · Bill M. Conrad received 7,270,006 votes for and 1,443,516 withheld.
  • · Jason D. Reid received 7,217,878 votes for and 1,495,644 withheld.
  • · Auditor ratification: 9,408,989 for, 604,451 against, 127,980 abstain.
  • · Equity Incentive Plan amendment: 5,561,698 for, 3,019,091 against, 132,733 abstain.
  • · The Equity Incentive Plan amendment had a relatively high opposition rate of 34.6% of votes cast.
  • · The company's principal executive offices are at 723 S. Cascade Avenue, Colorado Springs, CO 80903.
Granite Ridge Resources, Inc. 8-K mixed materiality 6/10

22-05-2026

Granite Ridge Resources, Inc. held its 2026 Annual Meeting on May 22, 2026, where shareholders approved all five proposals, including the election of three Class I directors, ratification of Forvis Mazars LLP as auditor, an advisory vote on executive compensation, a vote to hold future advisory votes annually, and an amendment to the 2022 Omnibus Incentive Plan increasing authorized shares by 2.5 million and extending the plan term to 2034. The meeting saw strong shareholder turnout with 115.8 million shares represented, representing 88.5% of outstanding shares. However, director Thaddeus Darden received a significant 22.9% withhold vote, indicating notable shareholder dissent.

  • · The record date for the meeting was March 24, 2026.
  • · Proposal 2 (ratification of auditor) passed with 99.9% of votes cast in favor.
  • · Proposal 3 (advisory vote on executive compensation) received 97,890,311 votes for, 6,200,571 against, and 3,252,856 abstentions.
  • · Proposal 4 (frequency of advisory vote) received 102,006,054 votes for 'Every Year' (the winning option).
  • · Proposal 5 (incentive plan amendment) passed with 101,943,689 votes for and 5,357,548 against.
  • · The plan term was extended from October 24, 2032 to October 24, 2034.

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