Executive Summary
The 50 filings reveal a mixed picture for the S&P 500 Consumer Discretionary sector. Key themes include margin compression (AutoZone, Modine), insider selling (Veradigm), and regulatory catalysts (American Woodmark, Boxabl).
AutoZone's 8.4% revenue growth was offset by a 57 bps gross margin decline, while Modine reported record sales (+47% YoY) but saw GAAP earnings fall 34% due to a pension charge. Veradigm's long-delayed filings showed a 5% revenue decline and a swing to a $292M loss. On the positive side, American Woodmark cleared FTC hurdles for its merger with MasterBrand, and Boxabl received Texas regulatory approval ahead of its SPAC merger. Capital allocation trends show increased reliance on dilutive financing (Future FinTech) and debt issuance (PNC, Ares Strategic Income Fund). Insider activity was limited, but notable CEO promotions (Medifast) and director appointments (Palomar) signal confidence. Overall, the sector faces headwinds from cost inflation and tariffs, but select companies with strong execution and catalysts offer opportunities.
Materiality, sentiment, and priority are scored by Gunpowder’s analysis pipeline. How we score filings →
Filing types in this digest: 8-K · 425 · S-1 · DEFA14A · 10-K · DEF 14A · 13F
Tracking the trend? Catch up on the prior S&P 500 Consumer Discretionary Sector SEC Filings digest from May 22, 2026.
Investment Signals (12)
- AutoZone ↓ (MIXED)▲
Revenue grew 8.4% YoY, domestic same-store sales up 4.1%, operating expenses improved 20 bps, but gross margin declined 57 bps and ROIC fell sharply to 36.3% from 43.5%
- ▲
Record Q4 sales +47% YoY, data center sales surged 158%, FY2027 guidance implies 20-35% growth, but GAAP net income fell 34% due to pension charge and free cash flow declined 18% [BULLISH on growth, BEARISH on margins]
- Veradigm ↓ (BEARISH)▲
Revenue declined 5.1% YoY, net income swung to -$292M from +$49M, adjusted EBITDA fell 28.5%, preliminary 2025 guidance implies further decline
- American Woodmark ↓ (BULLISH)▲
FTC closed investigation, HSR waiting period expired, merger with MasterBrand expected to close May 28, 2026
- Boxabl/FG Merger II▲
Received Texas regulatory approval for Casita Studio, merger expected June 2026, but limited operating history and net losses [BULLISH on catalyst, HIGH RISK]
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Promoted Nick Johnson to CEO with 69% total target compensation increase, effective June 8, 2026 [BULLISH on leadership]
- Palomar Holdings ↓ (BULLISH)▲
Appointed Scott Beiser (Houlihan Lokey Co-Chairman) to board, supporting 'Palomar 2X' growth strategy
- Ares Strategic Income Fund ↓ (BULLISH)▲
Secured $4.1B credit facility, same size as prior, demonstrating stable lender support
- Future FinTech ↓ (BEARISH)▲
Raised $2.0M via third tranche of dilutive financing at 8% discount, total $3.8M raised, increased reliance on dilutive capital
- Marchex ↓ (MIXED)▲
Seeking approval to acquire Archenia for $10M in convertible notes plus earn-out, insiders are sellers, requires disinterested shareholder vote
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Say-on-pay received 25.5% against votes, indicating significant shareholder dissent [BEARISH on governance]
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Say-on-pay failed with 68.2% against, signaling major shareholder dissatisfaction [BEARISH on governance]
Risk Flags (10)
- AutoZone/Margin Compression↓ [HIGH RISK]▼
Gross margin declined 57 bps YoY due to LIFO impact, ROIC fell from 43.5% to 36.3%
- Veradigm/Financial Deterioration↓ [HIGH RISK]▼
Revenue down 5% YoY, net loss of $292M, goodwill impairment of $108M, preliminary 2025 guidance implies further decline
- Modine/Earnings Quality↓ [MEDIUM RISK]▼
GAAP net income fell 34% despite record sales, free cash flow down 18%, pension termination charge of $116.1M
- Specificity/Restatement↓ [HIGH RISK]▼
Will restate 2025 financials due to accounting errors, understated expenses by $83K, delayed Q1 2026 10-Q
- Future FinTech/Dilutive Financing↓ [MEDIUM RISK]▼
Third tranche of dilutive financing at 8% discount, total $3.8M raised, prepayment penalty at 120%
- Marchex/Insider Conflict↓ [MEDIUM RISK]▼
Acquisition from Chairman and Vice Chairman, requires disinterested shareholder vote, potential conflicts of interest
- FG Merger II/Boxabl↓ [HIGH RISK]▼
Limited operating history, net losses, significant technical and commercialization risks, no guarantee of merger benefits
- Forgent Power Solutions/Financial Challenges↓ [HIGH RISK]▼
History of net losses and negative retained earnings, multiple debt facilities, related-party transactions
- Stoneridge/Shareholder Dissent↓ [MEDIUM RISK]▼
25.5% against say-on-pay, 16.7% against equity plan amendment
- Thermo Fisher/Governance↓ [MEDIUM RISK]▼
Say-on-pay failed with 68.2% against, indicating significant shareholder dissatisfaction
Opportunities (10)
- American Woodmark/Merger Catalyst↓ (OPPORTUNITY)◆
FTC clearance obtained, merger expected to close May 28, 2026, creating a leading cabinet manufacturer with synergies
- Modine/Data Center Growth↓ (OPPORTUNITY)◆
Data center sales surged 158% in Q4, FY2027 guidance implies 20-35% revenue growth, trading at attractive multiples
- Boxabl/FG Merger II (OPPORTUNITY)◆
Texas regulatory approval for Casita Studio, SPAC merger expected June 2026, access to fast-growing ADU market, but high risk
- AutoZone/Share Buyback Potential↓ (OPPORTUNITY)◆
Net inventory per store negative $107K, strong cash flow from operations $847M, potential for increased buybacks
- Medifast/New CEO↓ (OPPORTUNITY)◆
Promotion of Nick Johnson with increased compensation aligns incentives, potential turnaround catalyst
- Palomar Holdings/Board Expertise↓ (OPPORTUNITY)◆
Appointment of Scott Beiser brings M&A and capital allocation expertise, supports 'Palomar 2X' growth
- Ares Strategic Income Fund/Credit Facility↓ (OPPORTUNITY)◆
$4.1B facility with multicurrency capabilities provides liquidity for investments
- Hycroft Mining/Russell 3000 Inclusion↓ (OPPORTUNITY)◆
Added to Russell 3000 Index effective June 29, 2026, may enhance visibility and liquidity
- Angel Oak Financial Strategies/Refinancing↓ (OPPORTUNITY)◆
$90M in preferred and note offerings to refinance debt, improved capital structure
- Fortress Private Lending Fund/Portfolio Quality↓ (OPPORTUNITY)◆
98% first lien, 99.9% floating rate, weighted average yield 9.8%, interest coverage 3.0x
Sector Themes (6)
- Margin Compression Amid Revenue Growth◆
AutoZone and Modine both reported strong revenue growth (8.4% and 47% YoY respectively) but experienced gross margin compression (57 bps and 320 bps respectively), indicating cost pressures from tariffs, LIFO, and capacity expansion. This suggests that top-line growth is not translating to bottom-line gains in the consumer discretionary sector.
- Regulatory Catalysts Driving M&A◆
American Woodmark cleared FTC hurdles for its merger with MasterBrand, and Boxabl received Texas regulatory approval for its Casita Studio ahead of its SPAC merger. These events highlight the importance of regulatory milestones in unlocking value in the sector.
- Increased Reliance on Dilutive Financing◆
Future FinTech raised $2M via a third tranche of dilutive financing at an 8% discount, while Forgent Power Solutions filed for an IPO with a history of net losses. This trend indicates that some smaller companies are turning to equity-linked financing, which may dilute existing shareholders.
- Governance Concerns at Large Caps◆
Thermo Fisher and Stoneridge both saw significant shareholder dissent on say-on-pay proposals (68.2% and 25.5% against respectively), signaling growing investor activism around executive compensation in the sector.
- Shift Toward Floating Rate Debt◆
Several funds (Golub Capital, New Mountain Private Credit, Fortress Private Lending) reported 100% floating rate debt portfolios, indicating a defensive positioning against interest rate changes. This theme is prevalent in the private credit space within consumer discretionary.
- SPAC and IPO Activity Resurgence◆
FG Merger II (Boxabl) and Applied Aerospace & Defense (IPO) highlight renewed interest in SPAC mergers and IPOs in the sector, though risks remain high for early-stage companies.
Watch List (8)
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Closing expected May 28, 2026, monitor for integration updates and synergies [May 28, 2026]
- Boxabl/FG Merger II👁
SPAC merger expected June 2026, monitor shareholder vote and post-merger performance [June 2026]
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Watch for Q1 2026 10-Q filing and any further guidance changes, given the delayed filings and revenue decline [Ongoing]
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Monitor Q1 FY2027 results for margin trends and data center growth trajectory, given the strong guidance [Next earnings]
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Watch for amended 10-K/A and Q1 2026 10-Q filings, and any further accounting issues [Ongoing]
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Monitor board response to failed say-on-pay, potential changes in compensation structure [Next proxy]
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Monitor further tranches under the $10M Pre-Paid Securities Purchase Agreement, potential for additional dilution [Ongoing]
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Shareholder meeting on September 25, 2026, with proposals including trustee elections and governance amendment [September 25, 2026]
Filing Analyses
(50)
26-05-2026
AutoZone reported Q3 FY2026 net sales of $4.8 billion, up 8.4% YoY, with domestic same store sales increasing 4.1% and total company same store sales up 3.9% (constant currency). Diluted EPS rose to $38.07 from $35.36 a year ago. However, gross margin declined 57 basis points to 52.2% due to a 77 bps non-cash LIFO impact, and international same store sales in constant currency grew only 1.6%, remaining challenged in Mexico and Brazil. Adjusted after-tax ROIC fell sharply to 36.3% from 43.5% a year ago.
- · Operating expenses as a percentage of sales improved to 33.1% from 33.3% YoY.
- · Net inventory per store was negative $107 thousand, compared to negative $142 thousand last year and negative $105 thousand last quarter.
- · Cash flow from operations for the 12-week period was $847.4 million, up from $769.0 million a year ago.
- · Capital spending in Q3 was $391.7 million, up from $345.9 million last year.
- · The company opened 57 new stores in the U.S., 20 in Mexico, and 5 in Brazil during the quarter.
- · Adjusted debt to EBITDAR remained flat at 2.5x.
- · Year-to-date net income declined to $1.64 billion from $1.66 billion in the prior year period.
- · International same store sales in constant currency for the 36-week period were 2.6%, below the 4.0% total company rate.
26-05-2026
Boxabl Inc. announced it has received regulatory approval to sell and deploy the BOXABL Casita Studio across Texas, a key milestone ahead of its anticipated merger with FG Merger II Corp. (Nasdaq: FGMC) and public listing expected in June 2026. The approval leverages recent Texas legislation (HB 1779 and SB 673) limiting restrictive ADU regulations, positioning Boxabl to access one of the fastest-growing residential markets. However, the filing contains no financial performance data, and the merger remains subject to shareholder approval and other risks.
- · The merger agreement was entered into on August 4, 2025, and involves a two-step merger process with FG Merger Sub II Inc.
- · The surviving public company will be renamed BOXABL Inc.
- · Texas, California, and Washington together account for more than 62% of all national ADU permits.
- · Texas alone is seeing a 34% year-over-year surge in construction approvals in urban hubs like Austin and Dallas.
- · The Casita is a 361 square foot studio unit that unfolds on-site in less than an hour.
- · The Baby Box is a 120 square foot unit built to RV code for no-foundation setups.
- · Boxabl is also developing stackable and connectable box models for townhomes, multifamily units, or larger single-family homes.
- · The definitive proxy statement/prospectus was dated May 12, 2026.
- · Boxabl's Annual Report on Form 10-K was filed with the SEC on March 27, 2026.
26-05-2026
AITX announced that its subsidiary RAD has added 12 more RIO Minis at a massive construction site, as per a press release issued on May 26, 2026. The filing is an 8-K furnishing the press release under Item 8.01, with no financial details or performance metrics provided.
- · The press release is titled 'AITX's RAD Adds 12 More RIO Minis at Massive Construction Site'.
- · The filing is dated May 26, 2026, and is furnished under Item 8.01.
26-05-2026
Specificity, Inc. (SPTY) disclosed on May 22, 2026 that it will restate its 2025 annual financial statements due to errors from failing to review bank and credit card statements for accounts opened in mid-December 2025. The preliminary correction shows an understatement of expenses of $83,422, an understatement of revenues of $2,500, an understatement of liabilities of $121,122, an overstatement of additional paid-in capital of $40,000, and an understatement of cash of $202. The company believes the errors do not affect quarterly operating results in 2025 and is concurrently filing an amended 10-K/A and completing its delayed Q1 2026 10-Q.
- · The errors were identified on May 15, 2026.
- · The company delayed its Q1 2026 10-Q and filed a Form 12b-25.
- · The restatement amounts are subject to completion of CM3 Advisory review.
- · The company intends to file the amended 10-K/A and the Q1 2026 10-Q as soon as practical.
26-05-2026
OFA Group shareholders approved a 1-for-10 reverse stock split of Class A ordinary shares, the adoption of amended articles of association, and the 2026 Equity Incentive Plan at the Extraordinary General Meeting on May 21, 2026. The reverse split was authorized with overwhelming support (517.5M votes for vs. 59K against), and the equity plan was similarly approved. The board retains discretion on implementing the share consolidation.
- · Share consolidation ratio is 1-for-10 for Class A ordinary shares.
- · Class B ordinary shares have 25 votes per share, Class A have 1 vote per share.
- · The 2026 Equity Incentive Plan was adopted by the Board on May 8, 2026 and became effective upon shareholder approval at the Meeting.
- · All three proposals passed with over 517 million votes in favor and minimal opposition (less than 60,000 votes against each).
- · No broker non-votes were reported for any proposal.
26-05-2026
Golub Capital Private Income Fund S reported a NAV per share of $24.17 as of April 30, 2026, with a portfolio of 142 companies valued at approximately $248 million. The fund sold 11,570 unregistered common shares for $279,650 and declared a May 2026 net distribution of $0.1493 per share. The portfolio is heavily weighted toward first lien senior secured debt (98%) and floating-rate investments (100%), with a debt-to-equity leverage ratio of 1.31x.
- · The May 2026 net distribution per common share is $0.1493, payable to shareholders of record as of May 31, 2026, paid on or around June 29, 2026.
- · The gross distribution per share is $0.1667, with a shareholder servicing/distribution fee of $0.0174.
- · Top industry exposures: Software 25%, Insurance 10%, Healthcare Providers & Services 6%, Hotels, Restaurants & Leisure 6%, Healthcare Equipment & Supplies 5%, Automobiles 5%, Commercial Services & Supplies 5%, Containers & Packaging 4%, Healthcare Technology 4%, Professional Services 4%.
- · Three debt investments (less than 1% of portfolio) have fixed interest rates.
- · No underwriting discounts or commissions were paid in connection with the share sale; selling agents may charge up to 3.5% of NAV in fees.
26-05-2026
Golub Capital Private Income Fund I disclosed its April 30, 2026 portfolio and NAV metrics in an 8-K filing. The fund reported a NAV per share of $24.22, total portfolio fair value of approximately $433 million across 142 companies, and a debt-to-equity leverage ratio of 1.24x. The fund also announced a May 2026 regular distribution of $0.1667 per common share, payable on June 29, 2026.
- · The fund's GAAP debt-to-equity ratio, net of cash, was 1.19x as of April 30, 2026.
- · Three debt investments representing less than 1% of the portfolio had fixed interest rates.
- · Top industry exposure was Software at 23% of fair value, followed by Insurance (10%) and Commercial Services & Supplies (7%).
- · The May 2026 regular distribution of $0.1667 per share is payable to shareholders of record as of May 31, 2026.
- · No underwriting discounts or commissions were paid in connection with the unregistered share sale.
26-05-2026
Hycroft Mining Holding Corporation announced via press release on May 26, 2026, that its Class A common stock (HYMC) will be added to the broad-market Russell 3000® Index effective June 29, 2026. This inclusion may enhance the company's visibility and liquidity among institutional investors. No financial results or negative developments were disclosed in this filing.
- · The press release is attached as Exhibit 99.1 to the Form 8-K.
- · The filing is under Item 7.01 Regulation FD Disclosure and is not deemed filed for Exchange Act purposes.
- · The company's Class A common stock trades under the symbol HYMC on Nasdaq.
- · The effective date for the index addition is June 29, 2026.
26-05-2026
Ares Strategic Income Fund entered into a Third Amended and Restated Senior Secured Credit Agreement dated May 21, 2026 with JPMorgan Chase Bank as Administrative Agent and seven other syndication agents, securing a $4.1 billion credit facility that amends and restates the prior $4.1 billion facility dated April 15, 2025. The facility is a senior secured revolving credit line that refinances existing commitments with largely the same bank syndicate and administrative agent, demonstrating continued strong lender support and access to institutional capital markets.
- · The facility size remains at $4.1 billion, unchanged from the prior Second Amended and Restated facility dated April 15, 2025, indicating stable credit capacity rather than an expansion.
- · The agreement includes multicurrency borrowing capabilities in AUD, CAD, CHF, EUR, GBP, SEK, and Yen, providing significant foreign currency flexibility.
- · The administration of the facility includes JPMorgan Chase as Administrative Agent and a syndicate of seven additional major banks as bookrunners and lead arrangers.
- · Interest rate options include Alternate Base Rate (ABR), Adjusted Term SOFR Rate, Adjusted EURIBOR Rate, Adjusted TIBOR Rate, Adjusted Daily Simple RFR (Sterling, CHF, USD, CAD), and Adjusted Term CORRA Rate, with floors applied to each.
- · The Borrower's outstanding unsecured notes (2028-2032 maturities) remain in place, totaling $4.9B in unsecured debt across eight tranches.
26-05-2026
Applied Aerospace & Defense, Inc. filed Amendment No. 1 to its S-1 registration statement for an initial public offering of 32,500,000 shares of common stock, with an estimated price range of $18.00 to $21.00 per share. The company will list on the NYSE under symbol 'AADX'. Post-IPO, affiliates of Greenbriar Equity Group will own approximately 81.0% of the common stock, making it a 'controlled company'. The company qualifies as an 'emerging growth company' and has elected reduced public company reporting requirements.
- · The company was originally formed as GB Eagle Topco, Inc. on October 7, 2022 and changed its name to Applied Aerospace & Defense, Inc. on November 14, 2025.
- · On November 14, 2025, AA&D Holdings, LP completed a merger with Rotor Topco, LP, combining the businesses of Applied Aerospace Structures Corporation and PCX Aerostructures, LLC.
- · The combination was accounted for as a common control transaction under common control of Greenbriar Equity Fund V, L.P.
- · The company has applied to list on the NYSE under the symbol 'AADX'.
- · The underwriters have a 30-day option to purchase up to an additional 4,875,000 shares.
- · Up to 1,625,000 shares (5.0% of the offering) are reserved for a directed share program for directors, officers, employees, and others.
- · The company is an 'emerging growth company' and has elected to use reduced public company reporting requirements.
- · Post-IPO, the company will be a 'controlled company' under NYSE rules due to Greenbriar's ownership.
26-05-2026
INNIO Holding GmbH filed Amendment No. 1 to its S-1 registration statement for an initial public offering of 75,000,000 common shares, to be sold by its principal shareholder AI Alpine (Luxembourg) S.à r.l. The company will not receive any proceeds from the offering. The estimated IPO price range is $24.00 to $27.00 per share, and the shares are expected to list on Nasdaq under the symbol 'INIO'. Following the offering, the principal shareholder will hold approximately 90% of voting power, making INNIO a 'controlled company'.
- · The company will convert from a German GmbH to a Dutch private company (B.V.) and then to a Dutch public company (N.V.), changing its name to INNIO N.V. prior to closing.
- · The selling shareholder has granted underwriters an option to purchase up to an additional 11,250,000 common shares.
- · The company will enter into a relationship agreement with the principal shareholder to regulate ongoing relationship and rights post-offering.
- · The company has applied to list on the Nasdaq Global Select Market under the symbol 'INIO'.
- · No public market for the shares existed prior to this offering.
26-05-2026
At Thermo Fisher Scientific's 2026 Annual Meeting held on May 20, 2026, shareholders elected all 11 director nominees and ratified the appointment of PricewaterhouseCoopers LLP as auditor for fiscal year 2026. However, a non-binding advisory proposal on executive compensation (say-on-pay) was not approved, with 214.5 million votes against versus 99.9 million in favor.
- · All 11 director nominees were elected with votes ranging from 281.8 million (Dion J. Weisler) to 314.4 million (Debora L. Spar) in favor.
- · The ratification of PricewaterhouseCoopers LLP as independent auditor passed with 296.9 million votes for, 36.1 million against, and 1.0 million abstentions.
- · The say-on-pay proposal received 214.5 million votes against (68.2% of votes cast), indicating significant shareholder dissatisfaction with executive compensation.
26-05-2026
AIFU Inc. filed a shelf registration statement on Form F-3 with the SEC on May 26, 2026, to register an unspecified amount of securities for future offerings. The filing incorporates by reference the company's annual report for the fiscal year ended December 31, 2025, which includes audited consolidated financial statements prepared under U.S. GAAP. No specific financial metrics or performance data are disclosed in this registration statement.
- · The company changed its name from AIX Inc. to AIFU Inc. on November 5, 2024, and was formerly known as FANHUA INC. (name change December 6, 2016) and CNINSURE INC. (name change October 1, 2007).
- · The registration statement incorporates by reference the description of securities from a Form 8-A filed October 25, 2007, and future annual reports on Form 20-F and certain reports on Form 6-K.
- · The company is incorporated in the Cayman Islands and its principal executive offices are in Shenzhen, People's Republic of China.
- · The company's amended and restated memorandum and articles of association were adopted on April 29, 2026 and effective on May 13, 2026.
- · The filing includes exhibits such as a form of underwriting agreement, specimen certificates for Class A ordinary shares, and a transaction agreement with YS Management Company Limited and Ethereal Group Ltd dated December 12, 2025.
26-05-2026
Smith Micro Software, Inc. held its annual meeting on May 26, 2026, where stockholders approved a reverse stock split at a ratio between 1:3 and 1:10, with the Board subsequently setting the ratio at 1:5, effective June 4, 2026. The company also elected two directors, ratified its auditor, and approved equity plan amendments and Nasdaq-related warrant issuances. Notably, Proposal 6 (Nasdaq Proposal II) received a significant number of abstentions (2,267,543), indicating some shareholder hesitation, while the reverse stock split and adjournment proposals passed with strong support.
- · Reverse stock split ratio set at 1:5, effective 11:59 p.m. ET on June 4, 2026.
- · New CUSIP number for Common Stock post-split: 832154504.
- · Trading on Nasdaq under symbol SMSI on a split-adjusted basis begins June 5, 2026.
- · Proposal 6 (Nasdaq Proposal II) had 2,267,543 abstentions, the highest among all proposals.
- · Proposal 4 (Equity Incentive Plan amendment) passed with 10,110,581 For vs 1,840,252 Against.
- · Proposal 5 (Nasdaq Proposal I) passed with 11,393,043 For vs 551,644 Against.
- · Proposal 8 (adjournment) passed with 15,677,466 For vs 1,235,698 Against.
26-05-2026
General Motors filed a DEFA14A supplement to its definitive proxy statement on May 26, 2026, announcing that director nominee Jonathan McNeill will not stand for reelection at the June 2, 2026 annual meeting and will retire from the board. As a result, the board size will be reduced from 11 to 10 directors, with no replacement nominee. Proxies already submitted remain valid, but votes for McNeill will be disregarded.
- · The supplement updates the proxy statement dated April 20, 2026, for the annual meeting scheduled for June 2, 2026.
- · McNeill notified the board of his decision on May 26, 2026.
- · Proxies already returned remain valid and will be voted as directed, except votes for McNeill will be disregarded.
- · Stockholders who have already voted do not need to take any action unless they wish to change their vote.
26-05-2026
Carlyle Private Equity Partners Fund, L.P. reported a Transactional NAV of $102.5 million as of April 30, 2026, and disclosed the sale of unregistered limited partnership units for aggregate consideration of approximately $9.3 million on May 1, 2026. The fund's Transactional NAV per unit ranged from $29.33 (Class E-S) to $30.15 (Class C), with the Investment Advisor limiting Specified Expenses to 0.60% of net assets during the first twelve months following the Initial Closing on October 1, 2025. However, the filing does not provide prior-period comparisons, so no period-over-period performance trends are available.
- · The Fund sold 85,889 Class E-A units for $2,521,691, 215,015 Class E-I units for $6,315,000, and 16,584 Class C units for $500,000.
- · Class C units were purchased by an affiliate of the Fund's general partner, CPEP GP, LLC.
- · Transactional NAV per unit as of April 30, 2026: Class A-I $29.46, Class A-S $29.36, Class E-A $29.36, Class E-I $29.37, Class E-S $29.33, Class C $30.15.
- · The Investment Advisor may waive management fees or absorb expenses to keep Specified Expenses at or below 0.60% of net assets (annualized) during the first twelve months after the Initial Closing on October 1, 2025.
- · Servicing Fees are recognized as a reduction to Transactional NAV on a monthly basis.
- · Certain contingent tax liabilities may not be recognized as a reduction to Transactional NAV if the General Partner expects they will not be realized upon divestment.
- · Transactional NAV per unit may differ from U.S. GAAP net asset value.
26-05-2026
UFP Technologies announced the planned retirement of Christopher P. Litterio, General Counsel, Secretary, and Senior Vice President of Human Resources, effective after a transition period. The departure is a key executive change but no financial impact is disclosed.
- · Christopher P. Litterio informed the company of his retirement on May 19, 2026.
- · The retirement is effective after a transition period; no specific date given.
- · No replacement or interim appointment has been announced.
26-05-2026
WTI Fund XI, Inc. held its annual shareholder meeting on May 20, 2026, where shareholders approved the election of five directors (Monica Lai, Arthur Spinner, Scott C. Taylor, David R. Wanek, and Maurice C. Werdegar) and ratified the appointment of Deloitte & Touche LLP as independent auditor for fiscal year ending December 31, 2026. Both proposals received 42,907.88 votes in favor, representing 71.08% of the 60,364.67 outstanding LLC shares, with no abstentions or against votes. The sole shareholder, WTI Fund XI, LLC, cast 100% of the Fund's 100,000 common shares in favor of both proposals.
- · The meeting was held on May 20, 2026, with a record date of April 6, 2026.
- · No abstentions or against votes were recorded for either proposal.
- · The Fund's common stock has a par value of $0.001 per share.
- · The Fund is not an emerging growth company.
26-05-2026
Jonathan McNeill notified GM's Board that he will not stand for reelection at the 2026 Annual Meeting on June 2, 2026, and will retire from the Board upon its conclusion. The Board intends to reduce its size from 11 to 10 directors after the meeting. McNeill's retirement is not due to any disagreement with the company.
- · McNeill's retirement is effective at the conclusion of the 2026 Annual Meeting on June 2, 2026.
- · The Board reduction from 11 to 10 directors is intended after the Annual Meeting.
26-05-2026
BRC Group Holdings, Inc. (formerly B. Riley Financial, Inc.) held its 2026 annual meeting on May 19, 2026, where all seven director nominees were elected, BDO USA, P.C. was ratified as the independent auditor for fiscal 2026, and the advisory vote on executive compensation was approved. While director elections and auditor ratification passed with strong support, the say-on-pay proposal received a notable 14.0% dissenting vote (1,742,371 votes against), indicating some shareholder concerns over executive compensation.
- · The company changed its name from B. Riley Financial, Inc. to BRC Group Holdings, Inc. effective November 4, 2014.
- · All seven director nominees were elected with votes for ranging from 11,465,094 (Renee E. LaBran) to 12,170,263 (Bryant R. Riley).
- · The highest vote against a director was for Renee E. LaBran with 1,039,801 votes against.
- · Ratification of BDO USA, P.C. as independent auditor passed with 21,730,428 votes for, 287,352 against, and 19,108 abstentions.
- · The advisory say-on-pay proposal received 10,707,112 votes for, 1,742,371 against, and 82,159 abstentions, with 9,505,246 broker non-votes.
26-05-2026
PNC Financial Services Group completed a public offering of $1.65 billion in senior notes on May 26, 2026, comprising $1.35 billion of 4.618% Fixed Rate/Floating Rate Senior Notes due 2029 and $300 million of Senior Floating Rate Notes due 2029. The notes were issued under an underwriting agreement with PNC Capital Markets, Citigroup, and Morgan Stanley. The filing does not disclose any negative or flat performance metrics, as it is a routine debt issuance event.
- · The notes were issued under an Indenture dated September 6, 2012, as supplemented by a First Supplemental Indenture dated April 23, 2021, with The Bank of New York Mellon as trustee.
- · The offering was made pursuant to a prospectus supplement filed May 21, 2026, and a base prospectus filed December 13, 2024, as part of an automatic shelf registration statement (File No. 333-283793).
- · The underwriting agreement was dated May 20, 2026, and the offering closed on May 26, 2026.
26-05-2026
Urban Outfitters, Inc. entered into a Fifth Amendment to its Credit Agreement on May 19, 2026, extending the Maturity Date, terminating the Canadian sub-facility, and releasing URBN Canada Retail, Inc. from its obligations and liens. The amendment requires the company to maintain at least $225 million in aggregate availability after giving effect to the amendment. No financial performance metrics or period-over-period comparisons are provided in this filing.
- · The amendment was dated May 19, 2026, and filed on May 26, 2026.
- · The original credit agreement was dated June 29, 2018, and had been amended four times previously.
- · The amendment includes the release of URBN Canada from all obligations and liens under the credit agreement.
- · Departing Canadian Lenders were paid in full for principal, accrued interest, and fees as of the effective date.
- · Conditions for effectiveness included delivery of legal opinions, secretary's certificates, good standing certificates, and lien search results.
26-05-2026
Palomar Holdings, Inc. appointed Scott Beiser, Co-Chairman of Houlihan Lokey (NYSE:HLI), to its Board of Directors effective May 21, 2026. Mr. Beiser brings decades of executive leadership, public company experience, and expertise in strategic planning, corporate governance, and capital allocation. He is expected to support the execution of Palomar's "Palomar 2X" growth strategy, with no other material financial or operational metrics disclosed.
- · Scott Beiser served as CEO of Houlihan Lokey from 2003 to 2024 and led its 2015 IPO.
- · Beiser joined Houlihan Lokey in 1984 and has been on its board since 1991.
- · Palomar's insurance subsidiaries hold an A.M. Best financial strength rating of 'A' (Excellent) for PSIC, PSRE, PESIC, and FIA; PCSC has an 'A-' (Excellent) rating.
- · Palomar operates in five product categories: Earthquake, Inland Marine and Property, Casualty, Surety & Credit, and Crop.
26-05-2026
Veradigm Inc. filed its long-delayed 2023 and 2024 Form 10-K, a major milestone toward becoming current with SEC filings. Revenue declined 5.1% YoY to $594M in 2024 from $626M in 2023, while net income swung to a loss of $292M from a profit of $49M, driven by a $108M goodwill impairment and transaction costs. Adjusted EBITDA fell 28.5% to $94M from $132M, and management's preliminary 2025 revenue guidance of $584M-$589M implies a further decline of 1-2% from 2024 levels.
- · Provider segment revenue was flat at $472.6M in 2024 vs $472.7M in 2023 on a non-GAAP basis.
- · Payer segment revenue declined 6.9% to $67.3M in 2024 from $72.3M in 2023.
- · Life Science segment revenue declined 12.3% to $54.0M in 2024 from $61.6M in 2023.
- · Non-GAAP gross margin for Provider fell from 59.2% in 2023 to 56.3% in 2024.
- · Non-GAAP gross margin for Payer fell from 61.1% in 2023 to 58.7% in 2024.
- · Non-GAAP gross margin for Life Science fell from 61.2% in 2023 to 57.8% in 2024.
- · Total assets decreased 14.0% to $1,352.3M at Dec 31, 2024 from $1,572.9M at Dec 31, 2023.
- · Long-term debt increased from $0 to $72.2M at Dec 31, 2024.
- · The company plans to file the 2025 Form 10-K before year-end 2026 and subsequently relist its common stock on a national exchange.
- · An investor conference call is scheduled for May 27, 2026 at 8:00 a.m. ET.
26-05-2026
Veradigm Inc. reported a net loss of $291.6M for FY2024, a sharp reversal from net income of $49.2M in FY2023, driven by a $108.2M goodwill impairment, a 5.0% revenue decline to $594.4M, and a significant increase in SG&A expenses. All three segments (Provider, Payer, Life Sciences) experienced revenue and gross profit declines in FY2024, while the company also posted a net loss of $128.9M in Q1 2024 and $153.6M in H1 2024.
- · FY2024 effective tax rate was 32.3%, up from 17.8% in FY2023.
- · FY2024 equity in net loss of unconsolidated subsidiaries was $7.2M, compared to $0.3M in FY2023.
- · FY2024 non-operating expense was $20.3M vs non-operating income of $25.5M in FY2023.
- · FY2024 amortization of intangibles was $11.0M, up from $8.7M in FY2023.
- · FY2024 cost of revenue increased to $292.2M from $284.5M in FY2023.
- · Q1 2024 effective tax rate was 11.7%, down from 67.8% in Q1 2023.
- · Q2 2024 effective tax rate was 7.4%, down from 28.8% in Q2 2023.
- · Q3 2024 effective tax rate was 10.9%, down from 18.3% in Q3 2023.
- · FY2024 Provider segment gross profit was $242.0M, down from $269.5M in FY2023.
- · FY2024 Payer segment gross profit was $33.4M, down from $38.6M in FY2023.
- · FY2024 Life Sciences segment gross profit was $26.9M, down from $33.5M in FY2023.
- · FY2023 revenue grew 6.4% vs FY2022, and gross profit grew 10.7%.
- · FY2023 net income was $49.2M vs a net loss of $86.5M in FY2022.
- · FY2023 SG&A was $200.9M, up from $169.2M in FY2022.
- · FY2023 R&D was $97.0M, roughly flat vs $97.9M in FY2022.
- · FY2023 impairment of goodwill was $0.2M vs $7.5M in FY2022.
- · FY2023 amortization of intangibles was $8.7M, down from $60.9M in FY2022.
- · FY2023 non-operating income was $25.5M vs a $35.6M expense in FY2022.
- · FY2023 effective tax rate was 17.8%, down from 69.9% in FY2022.
- · FY2023 equity in net loss of unconsolidated subsidiaries was $0.3M vs $1.1M in FY2022.
- · FY2022 discontinued operations loss was $66.4M; none in FY2023 or FY2024.
26-05-2026
TFS Financial CORP filed an 8-K on May 26, 2026, announcing that its mutual holding company, Third Federal Savings and Loan Association of Cleveland, MHC, will hold a special meeting of members on July 7, 2026, to vote on a proposal to waive the MHC's right to receive quarterly dividends totaling up to $1.27 per share that may be declared by the Company during the 12-month period following the member vote. This event is neutral as it involves a governance proposal that could affect dividend distribution but does not indicate any immediate financial impact.
- · The special meeting of MHC members is scheduled for July 7, 2026.
- · The waiver covers dividends declared during the 12-month period following the member vote.
- · The press release detailing the announcement is attached as Exhibit 99.1 to the 8-K.
26-05-2026
Jackson Financial Inc. held its 2026 Annual Meeting and shareholders elected all 10 director nominees, ratified KPMG as auditor, and approved, on an advisory basis, executive compensation. The company reported that 62.6 million of 70.4 million shares outstanding were present at the meeting. There were no negative or flat metrics to report as all proposals passed with strong support; the lowest
26-05-2026
Modine reported record Q4 FY2026 net sales of $954.4M (+47% YoY) and record adjusted EBITDA of $146.1M (+40% YoY), driven by 87% growth in Climate Solutions and 158% surge in data center sales. However, full-year GAAP net earnings fell 34% to $123.3M due to a $116.1M non-cash pension termination charge, and free cash flow declined 18% to $105.4M. The company issued a strong FY2027 outlook with net sales growth of 20-35% and adjusted EBITDA of $650-680M, but faces margin compression from capacity expansion costs and tariffs.
- · Q4 gross margin declined 320 bps to 22.5% due to capacity expansion costs, tariffs, and higher material costs.
- · Full-year gross margin declined 190 bps to 23.0%.
- · SG&A expenses increased 25% in Q4 to $101.7M, driven by Climate Solutions growth and spin-off costs.
- · Restructuring expenses totaled $5.2M in Q4 and $20.6M for the full year.
- · Spin-off costs incurred in Q4 were $12.5M; full-year acquisition and disposition costs were $20.3M.
- · Net debt increased $83.6M to $362.8M due to borrowings for working capital, acquisitions, and capex.
- · Cash payments for restructuring, pension termination, and acquisition costs totaled $49.6M in FY2026.
- · Performance Technologies segment Q4 operating income declined 7% YoY; adjusted EBITDA declined 15%.
- · Climate Solutions segment Q4 gross margin fell 510 bps to 24.6%.
- · Data center sales increased 158% in Q4; HVAC Technologies sales increased 51% including $38.2M from acquisitions.
- · FY2027 outlook includes Performance Technologies for the full year; will be updated post-spin-off.
- · Conference call scheduled for May 27, 2026 at 9:00 a.m. Central Time.
26-05-2026
WTI Fund X, Inc. held its annual shareholder meeting on May 20, 2026, where all four nominated directors (Spiro C. Lazarakis, William R. Miller, Georganne Perkins, and David R. Wanek) were elected and the appointment of Deloitte & Touche LLP as independent auditor for fiscal year ending December 31, 2026 was ratified. Both proposals received 73.28% approval from the LLC's outstanding membership interests, representing 293,113.38 LLC Shares out of 400,000 total. The sole shareholder, WTI Fund X, LLC, subsequently cast 100% of the Fund's shares in favor of both proposals.
- · The record date for the meeting was April 6, 2026, with 100,000 shares of Common Stock outstanding.
- · 100% of the Fund's shares are owned by WTI Fund X, LLC, whose members have pass-through voting rights.
- · No abstentions or votes against were recorded for either proposal.
- · The filing was signed by Jared S. Thear, Chief Financial Officer, on May 26, 2026.
26-05-2026
Medifast Inc. announced the promotion of Nick Johnson to Chief Executive Officer effective June 8, 2026, with an annual salary of $600,000. His total target compensation increased 69% versus his prior package, including eligibility for a Success Sharing Incentive Plan (target 100% of base salary) and a Long-Term Incentive Plan with an annual target grant value of 250% of base salary starting in 2027. The filing does not disclose any negative or flat performance metrics.
- · Nick Johnson's promotion effective June 8, 2026
- · LTI grants consist of 40% Deferred Restricted Stock Units and 60% Performance Stock Units
- · Success Sharing bonus is discretionary based on Medifast's financial performance
- · LTI Plan and Success Sharing Plan are subject to change by the Company at its sole discretion
26-05-2026
Topgolf Callaway Brands Corp. (MODG) held its 2026 Annual Meeting on May 21, 2026, where shareholders elected nine directors, ratified Deloitte & Touche LLP as the independent auditor for fiscal 2026, and approved executive compensation on an advisory basis. Following the election, the company entered into standard indemnification agreements with newly elected directors Thomas G. Dundon and Mark D. Mandel. While all proposals passed, director Adebayo O. Ogunlesi received a notable 9.7 million against votes (6.6% of votes cast), and the say-on-pay proposal saw 8.9 million against votes (6.1% of votes cast), indicating some shareholder dissent.
- · Director Adebayo O. Ogunlesi received the highest number of against votes among all director candidates at 9,691,484 (6.6% of votes cast).
- · The say-on-pay proposal passed with 136,918,067 for, 8,942,872 against, and 585,222 abstentions, representing 6.1% against votes (excluding broker non-votes).
- · Ratification of Deloitte & Touche LLP as auditor passed with 156,259,310 for, 3,553,082 against, and 561,077 abstentions.
- · Broker non-votes totaled 13,927,308 for all director elections and the say-on-pay proposal.
- · The company entered into standard indemnification agreements with new directors Thomas G. Dundon and Mark D. Mandel on May 21, 2026.
26-05-2026
Stoneridge, Inc. held its 2026 Annual Meeting on May 19, 2026, where shareholders approved all four proposals, including the election of nine director nominees, ratification of Ernst & Young LLP as auditor, approval of named executive officer compensation, and an amendment to the 2025 Long-Term Incentive Plan increasing authorized shares by 2,650,000. However, the non-binding advisory vote on executive compensation received significant opposition, with 25.5% of votes cast against it, indicating notable shareholder dissent.
- · The ratification of Ernst & Young LLP as independent auditor was overwhelmingly approved with 23,883,582 votes for, 194,854 against, and 88 abstentions.
- · Broker non-votes totaled 2,620,208 on all director elections and the advisory compensation vote, indicating a significant number of shares were not voted on those items.
- · The amendment to the 2025 Long-Term Incentive Plan received 17,773,424 votes for, 3,557,150 against, and 127,742 abstentions, representing about 16.7% opposition among votes cast.
- · The advisory vote on executive compensation had 15,986,309 votes for, 5,458,156 against, and 13,851 abstentions, with 25.5% of votes cast opposing the compensation.
- · All nine director nominees were elected with varying levels of support; Ira C. Kaplan received the highest number of withheld votes at 2,970,367, while Natalia Noblet received the fewest withheld votes at 175,722.
26-05-2026
Veradigm Inc. entered into a Consulting Agreement with Leland Westerfield and Wilcox Capital LLC effective June 1, 2026, for Westerfield to serve as Strategic Financial Advisor through March 31, 2027, assisting with CFO transition, financial reporting, and remediation of material weaknesses. The agreement includes monthly fees of $45,937.50 and a $100,000 restricted stock unit award contingent on filing of 2023 and 2024 annual reports.
- · The Consulting Agreement was entered into on May 26, 2026, effective June 1, 2026.
- · The consulting period runs from June 1, 2026 through March 31, 2027.
- · Final two monthly payments are contingent on Mr. Westerfield signing and not revoking a general release of claims.
- · The restricted stock units vest on March 31, 2027.
- · The filing is an amendment (8-K/A) to the initial Form 8-K filed on April 6, 2026.
26-05-2026
Marchex, Inc. is seeking stockholder approval at a Special Meeting on July 1, 2026, to acquire 100% of Archenia, Inc. from sellers including Chairman Russell C. Horowitz and Vice Chairman Michael Arends. The purchase consideration consists of $10 million in convertible promissory notes (6% interest, convertible at $1.80 per share) plus potential earn-out consideration of up to 2 million shares of Class B common stock for each of the first two 12-month periods post-closing, contingent on revenue/EBITDA growth and integration targets. The Board and a Special Committee of independent directors unanimously recommend approval, but the transaction requires a majority vote of disinterested stockholders (excluding the insider sellers).
- · The Special Meeting will be held on July 1, 2026 at 10:00 AM Pacific Time at DLA Piper LLP (US), 701 Fifth Avenue, Suite 6900, Seattle, Washington.
- · Record date for voting is May 22, 2026.
- · The Stock Purchase Agreement was entered into on May 8, 2026.
- · The convertible notes are payable in three equal tranches on the 12-, 18-, and 24-month anniversaries of the closing date.
- · Earn-out consideration is contingent on Archenia's revenue or Adjusted EBITDA exceeding pre-closing 12-month levels and achieving specified integration or customer retention targets.
- · Sellers Russell C. Horowitz and Michael Arends will remain in their current positions with no change in roles or duties.
- · Approval requires both a majority of total voting power and a majority of voting power excluding shares owned by Horowitz and Arends.
- · No appraisal or dissenters' rights are available for stockholders.
- · The Company's Class B common stock is listed on Nasdaq under ticker MCHX.
26-05-2026
Sculptor Diversified Real Estate Income Trust, Inc. filed a second supplement to its proxy statement for the 2026 annual meeting, disclosing the resignation of CFO/Treasurer and director Ellen Conti and Chief Accounting Officer Scott Ciccone, effective May 15, 2026. Anthony Boni was appointed as CFO, Treasurer, and director, and Christine Yap as CAO. The board nominated Boni as a substitute director nominee in place of Conti. The changes were not due to disagreements with the company or its adviser.
- · Anthony Boni, age 43, is Managing Director, Director of Fund Accounting for Sculptor since December 2024, and a CPA licensed in New York.
- · Christine Yap, age 55, is a Director, Senior Controller for Sculptor since September 2024, and a CPA licensed in New York.
- · Boni and Yap do not receive cash compensation from the company; they are compensated by Sculptor.
- · Boni and Yap entered into indemnification agreements with the company effective May 15, 2026.
- · The annual meeting will be held on June 25, 2026, via live webcast.
26-05-2026
FG Merger II Corp., a SPAC, filed a Rule 425 communication regarding its proposed business combination with Boxabl Inc., a modular housing company known for its fast-deploying Casita unit and other foldable building systems. The filing discloses that on May 25, 2026, social media posts were made on X and Reddit related to the merger, and that a definitive proxy statement/prospectus was mailed to shareholders as of the record date, with the S-4 declared effective. The forward-looking statements caution that Boxabl has a limited operating history and has incurred net losses, faces significant technical and commercialization risks, and that there is no guarantee the merger's anticipated benefits will be realized.
- · Boxabl was founded in 2017.
- · The Casita unfolds on-site in less than one hour and includes a full kitchen, bathroom, and utilities.
- · The Baby Box is built to RV code and intended for simpler, no-foundation setups.
- · The Merger Agreement was entered into on August 4, 2025, and provides for a two-step merger structure.
- · The joint proxy statement/prospectus is dated May 12, 2026.
- · Boxabl's Annual Report on Form 10-K was filed with the SEC on March 27, 2026.
- · The filing explicitly disclaims any offer of securities and states no regulatory authority has endorsed the offering.
26-05-2026
Future FinTech Group Inc. (FTFT) entered into Pre-Paid Purchase #3 with Avondale Capital, LLC on May 20, 2026, issuing a $2.16M principal Pre-Paid Instrument in exchange for $2.0M in cash proceeds, reflecting an 8% original issue discount. This is the third tranche under a $10M Pre-Paid Securities Purchase Agreement approved by shareholders in September 2025. The company has now raised a total of $3.8M in gross proceeds across three tranches, with the latest tranche being the largest at $2.0M, indicating increased reliance on dilutive financing.
- · The Pre-Paid Purchase #3 carries an 8% original issue discount ($160K) included in the initial principal balance and deemed fully earned and non-refundable.
- · The Pre-Paid Purchase #3 bears simple interest at 8% per annum, computed on a 360-day year.
- · Company may prepay any portion of the Outstanding Balance at 120% of the amount prepaid, with 10 Trading Days' prior written notice.
- · Investor has the right to convert the Outstanding Balance into Purchase Shares starting six months from the Purchase Price Date or upon effectiveness of the Registration Statement, whichever is earlier.
- · A 9.99% beneficial ownership limitation applies to the Investor and its affiliates.
- · If the Purchase Share Purchase Price falls below the Floor Price, Investor can demand cash payment instead of shares.
- · The Pre-Paid Purchase #3 is unsecured.
- · All shares issued under the Pre-Paid SPA are registered under an effective S-1 Registration Statement filed September 30, 2025.
26-05-2026
Forgent Power Solutions, Inc. filed an S-1 registration statement on May 26, 2026, for its initial public offering. The filing details the company's structure, including its OpCo LLC and various parent entities, and outlines significant related-party transactions, sponsor fees, and debt facilities. The company has a history of net losses and negative retained earnings, indicating ongoing financial challenges.
- · The filing includes multiple debt facilities: 2023 Term Loan Facility, 2025 Term Loan Facility, and a Senior Secured Revolving Line of Credit.
- · Related-party transactions include sponsor fees and expenses, revenue from related parties, and operating leases.
- · The company has a history of net losses and negative retained earnings, with retained earnings of $0 as of March 31, 2026.
- · The IPO involves Class A common stock, with a follow-on offering also mentioned.
- · The filing date is May 26, 2026, and the balance sheet date is March 31, 2026.
26-05-2026
Blackstone Private Real Estate Credit and Income Fund disclosed the unregistered sale of 382,995 common shares for $10,000,000 in consideration, finalized on May 21, 2026. The sale was exempt from registration under Section 4(a)(2) and Regulation D and/or Regulation S of the Securities Act. No comparative period data is provided, so no period-over-period analysis is possible.
- · The shares were sold pursuant to a subscription agreement with participating investors.
- · The sale was exempt under Section 4(a)(2) of the Securities Act and Regulation D and/or Regulation S.
- · The filing date is May 26, 2026, and the event date is May 21, 2026.
- · The company is an emerging growth company and has elected not to use the extended transition period for complying with new financial accounting standards.
26-05-2026
New Mountain Private Credit Fund reported an aggregate NAV of $962.5M and a fair value of its investment portfolio of $1,860.2M as of April 30, 2026, with an NAV per share of $23.32. The company sold 11,364 common shares in May 2026 at $23.32 per share, generating $0.3M. A regular monthly distribution of $0.19 per share was declared, payable on June 30, 2026 to holders of record May 29, 2026. Leverage stood at 1.06x debt-to-equity with $975.4M in debt outstanding and $1,510.0M in committed debt capacity, 100% floating rate (with 77% secured and 23% unsecured).
- · The company leveraged its floating rate exposure through interest rate swaps to treat fixed note payments as floating.
- · The offering is continuous on a monthly basis; the table shows total Shares issued and total consideration for the offering (not including DRIP shares).
- · As of April 30, 2026, 100% of debt capacity is floating rate; after swaps, the effective leverage is entirely floating.
- · No prior period comparisons were provided in the filing.
- · The company is an emerging growth company and has elected not to use the extended transition period for complying with new/revised accounting standards.
26-05-2026
Fortress Private Lending Fund reported an aggregate NAV of approximately $1.1B as of April 30, 2026, with a portfolio fair value of $1.8B across 88 companies. The company sold 431,701 Class I shares for $10.4M in May 2026 and declared a May distribution of $0.1812 per share. The portfolio is heavily weighted toward first lien (98.0%) and floating rate (99.9%) debt investments, with a weighted average yield of 9.8%.
- · The portfolio's directly originated debt investments had a median EBITDA of $89.0M.
- · Weighted average interest coverage of directly originated debt was 3.0x.
- · The company is offering shares on a continuous basis under Rule 506(b) of Regulation D and Regulation S.
- · No established public market exists for the company's shares.
- · The May 2026 distribution will be paid on or about June 23, 2026 to shareholders of record as of May 31, 2026.
26-05-2026
Angel Oak Financial Strategies Income Term Trust (FINS) completed a $50M private placement of Series A Mandatorily Redeemable Preferred Shares (rated A3/Moody's) and a $40M private offering of Series C Senior Notes (rated A1/Moody's). The proceeds will refinance existing debt and support new investments. The Fund also set a record date of July 10, 2026 and an annual shareholder meeting for September 25, 2026, with proposals including trustee elections, a governance amendment to lower the trustee removal threshold, and ratification of the auditor.
- · MRPS due April 30, 2031; Series C Notes due July 8, 2030, Series B Notes due July 8, 2028.
- · Series C Notes are rated A1; MRPS rated A3 by Moody's.
- · Series C Notes will replace maturing Series A Senior Notes (2.35%, due July 8, 2026) in July 2026 via delayed draw.
- · Repurchase agreement leverage $75.5M (unrated in table).
- · Shareholders vote on six proposals: elect two Class II trustees, MRPS holders elect one Class III trustee, lower removal threshold from 75% to 66.67%, approve adjournments, ratify Cohen & Company as auditor, and other business.
- · Notice deadline for shareholder nominations/business: between 150th and 120th day prior to meeting, or 10 days after public announcement if later.
26-05-2026
Fly-E Group, Inc. filed a definitive proxy statement (DEF 14A) for its 2025 Annual General Meeting to be held on June 17, 2026. The meeting will include proposals to elect four directors, ratify Fortune CPA as independent auditor, approve a reverse stock split (1-for-5 to 1-for-100), and authorize adjournments if needed. As of the May 5, 2026 record date, 1,632,386 shares of common stock were outstanding and entitled to vote.
- · The reverse stock split ratio range is 1-for-5 to 1-for-100, with the exact ratio determined by the board within one year after the meeting.
- · The record date for voting is May 5, 2026.
- · Proxy materials will be mailed on or about May 26, 2026.
- · Stockholders can vote by mail, email, phone, internet, or in person at the meeting.
26-05-2026
MFS Intermediate Income Trust (MIN) and MFS Government Markets Income Trust (MGF) filed definitive additional proxy materials on May 26, 2026, presenting a proposed fund concept under internal consideration by Aberdeen Investments. The presentation outlines a new closed-end fund structure for MIN with an expected managed distribution rate of 8.50%, a management fee of 0.62%, and an operating expense cap of 0.72%. The filing is preliminary and does not constitute an offer to sell; it is intended for feedback only.
- · The proposed fund concept is not available for sale and is subject to change; it is for preliminary feedback only.
- · MIN will invest at least 80% of net assets in fixed income securities including corporate bonds, U.S. and foreign government securities, loans, private credit, mortgage-backed securities, and other securitized instruments.
- · Both proposed funds will generally invest substantially all assets in investment grade quality debt instruments.
- · The management fee for MIN is 0.62% on average daily managed assets up to $150M, with lower tiers for larger asset sizes.
- · The operating expense cap for MIN is 0.72% and will extend for a minimum of 24 months from closing date.
- · Aberdeen Investments has over 600 investment professionals and 25 locations worldwide.
- · The U.S. Credit team manages three IG credit strategies using the same investment process and sharing the same credit research and portfolio management resources.
- · The filing is a DEFA14A (definitive additional proxy materials) filed by both MGF and MIN.
26-05-2026
American Woodmark Corporation announced on May 22, 2026, that the Federal Trade Commission (FTC) closed its investigation into the proposed merger with MasterBrand, Inc., and the HSR waiting period has expired. The company expects to close the transaction on or about May 28, 2026, subject to satisfaction or waiver of other customary closing conditions. No financial figures or performance metrics were disclosed in this filing.
- · The merger agreement was entered into on August 5, 2025.
- · The FTC investigation closed on May 22, 2026.
- · The HSR waiting period has expired.
- · The transaction is expected to close on or about May 28, 2026.
- · The filing includes a cautionary statement regarding forward-looking statements and risk factors.
26-05-2026
American Woodmark Corp (AMWD) announced that the FTC has closed its investigation and the HSR waiting period has expired for its proposed merger with MasterBrand, Inc. The transaction is expected to close on or about May 28, 2026, subject to other customary conditions. This marks a key regulatory milestone, but the merger still faces customary closing conditions and integration risks.
- · The merger agreement was originally entered into on August 5, 2025.
- · The FTC closed its investigation on May 22, 2026.
- · The HSR waiting period has expired, clearing a major antitrust hurdle.
- · The transaction is expected to close on or about May 28, 2026.
- · The filing includes a cautionary statement about forward-looking statements and risks related to the merger.
26-05-2026
CVB Financial Corp. announced the retirement of Richard Wohl as Executive Vice President and General Counsel, effective June 5, 2026. In recognition of his service since October 2011, the Compensation Committee accelerated the vesting of restricted stock awards totaling 17,904 shares, valued at approximately $364,346 based on the May 22, 2026 closing price of $20.35. No financial performance metrics or period-over-period comparisons were provided in this filing.
- · The accelerated awards include: 3,074 shares originally vesting January 2027; 5,816 shares originally vesting in two equal increments January 2027 and January 2028; and 9,014 shares originally vesting in three equal increments January 2027, January 2028 and January 2029.
- · The acceleration is effective June 5, 2026, the same date as Mr. Wohl's retirement.
- · The awards were granted under the Company's 2018 Equity Incentive Plan.
- · The closing stock price used for valuation was $20.35 on May 22, 2026.
26-05-2026
Stone Loft Wealth Management LLC filed its Form 13F-HR for the quarter ended December 31, 2025, reporting 24 equity holdings with a total market value of approximately $106.6 million. The portfolio is heavily weighted toward Vanguard index funds, with the largest positions in Vanguard Total Stock Market ETF ($27.8M), Vanguard Total International Stock ETF ($15.0M), and Vanguard Total Bond Market ETF ($10.5M). The filing shows a diversified, passive-oriented strategy with significant exposure to both domestic and international equities and fixed income.
- · The filing was made on May 26, 2026, for the period ending December 31, 2025.
- · All 24 holdings are listed as sole voting and dispositive authority.
- · The portfolio includes a small individual stock position in Merck & Co Inc valued at $227,993 (2,166 shares).
- · The largest fixed-income position is Vanguard Total Bond Market ETF at $10.5M, followed by iShares 0-3 Month Treasury Bond ETF at $7.5M.
- · International equity exposure is significant, with Vanguard Total International Stock ETF ($15.0M) and Vanguard FTSE All-World ex-US ETF ($10.3M) combined representing about 24% of total holdings.
26-05-2026
Federal Home Loan Bank of Atlanta filed an 8-K disclosing the issuance of consolidated obligation bonds and discount notes on May 20, 2026, for which it is the primary obligor. The total par value of the reported obligations is $620 million, comprising three fixed-rate callable bonds with coupons ranging from 3.83% to 4.80% and maturities from 2026 to 2031. These obligations are joint and several liabilities of the eleven Federal Home Loan Banks, are not guaranteed by the U.S. government, and are issued under Finance Agency regulation.
- · The filing does not include discount notes with a maturity of one year or less issued in the ordinary course of business.
- · The Bank may change its method of reporting consolidated obligation issuances at any time.
- · The reported par amounts do not account for discounts, premiums, or concessions and may differ from GAAP financial statements.
- · The Bank has not made a judgment on the materiality of any particular consolidated obligation.
- · Interest-rate exchange agreements or other derivatives associated with these obligations are not disclosed in Schedule A.
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