S&P 500 Consumer Discretionary Sector SEC Filings — May 28, 2026

USA S&P 500 Consumer Discretionary

By Gunpowder Editorial ·

26 high priority 24 medium priority 50 total filings analysed

Executive Summary

The 50 filings reveal a mixed picture for the S&P 500 Consumer Discretionary sector. Revenue growth is robust at several companies (Lowe's +10.3% YoY, American Eagle +10% YoY, Yum China stable), but margin pressures are evident from tariffs, inventory writedowns, and rising costs.

Notable insider selling and guidance cuts at Hormel Foods (lowered EPS guidance) contrast with strong forward-looking data at Modine (40%+ EBITDA growth expected). Capital allocation is active: Lowe's completed large acquisitions, Salesforce repurchased $27.4B in stock, and several companies issued debt or equity. Risks include delisting threats (Lulu's Fashion Lounge, ENDRA Life Sciences) and shareholder dissent at annual meetings. The sector shows bifurcation between companies benefiting from data center/AI demand (Modine, Marvell) and those facing consumer headwinds (American Eagle brand decline). Overall, the data suggests selective opportunities in companies with strong guidance and insider confidence, while caution is warranted for those with deteriorating fundamentals.

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

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

Tracking the trend? Catch up on the prior S&P 500 Consumer Discretionary Sector SEC Filings digest from May 27, 2026.

Investment Signals (12)

  • Fiscal 2027 guidance implies 40%+ adjusted EBITDA growth to $650-680M, with Data Center segment sales growing 60-80% YoY; spin-off/merger with Gentherm on track for calendar 2026 close

  • Q1 FY27 revenue grew 27.6% YoY to $2.42B, gross margin expanded 190 bps to 52.1%, Data center revenue up 27.2% to $1.83B; strong demand from AI infrastructure

  • Q1 FY27 revenue up 13.3% YoY to $11.13B, net income up 36.7% to $2.11B, diluted EPS grew 52% to $2.42; strong cash collections (AR down 64.6% sequentially)

  • Record Q1 revenue of $1.2B (+10% YoY), Aerie comps up 25% and surpassed $2B trailing 12-month revenue, gross margin improved 860 bps to 38.2%

  • Lowe's (BULLISH)

    Q1 FY26 net sales up 10.3% YoY to $23.08B driven by acquisitions, operating income up 2.4% to $2.55B, share repurchases tripled to $363M

  • Q2 FY26 adjusted diluted EPS grew double-digits, adjusted operating margin improved 80 bps to 9.9%, but GAAP EPS declined to $0.29 from $0.33 and full-year EPS guidance lowered to $1.28-$1.37 from $1.37-$1.46

  • Received Nasdaq deficiency notice for negative stockholders' equity of ~$(525)K; must submit compliance plan by July 6, 2026; delisting risk if plan not accepted

  • Raised $3.8M via private placement but remains non-compliant with Nasdaq minimum equity requirement ($2.26M vs $2.5M); awaiting formal confirmation, faces delisting risk

  • Selling stockholders (TDR Capital) are offering 7M shares at $17 each, with underwriter option for 1.05M more; company receives no proceeds, signaling insider exit

  • Appointed new board members and Vice Chair, refinanced Senior Notes, converted all Class B Units to Class A, improving financial flexibility and capital structure

  • Closed $25M registered direct offering to fund Cavorite X7 prototype completion and advance toward certification; same institutional investors from prior offering participated

  • Sold Sheraton Indianapolis for $16.5M net cash, used $14.6M to repay mortgage; pro forma Q1 2026 net loss improved to $60.7M from $71.1M historical loss

Risk Flags (10)

  • Negative stockholders' equity of ~$(525)K, fails alternative compliance standards; Nasdaq deadline July 6, 2026 for plan submission; no assurance of acceptance

  • Stockholders' equity $2.26M below Nasdaq's $2.5M minimum; private placement may bring above threshold but awaits formal confirmation; side letter restricts proceeds use

  • Full-year diluted EPS guidance lowered to $1.28-$1.37 from $1.37-$1.46; GAAP EPS declined 12% YoY to $0.29 due to $61M loss on turkey business sale; retail segment volume down 2%

  • Total inventory up 27% to $817M due to tariffs and prior-year writedowns; American Eagle brand comps declined 2%; full-year operating income guidance reiterated at $390-410M amid uncertainty

  • Marquee Group/Dilution Risk [HIGH RISK]

    Acquired Continuum Software by issuing 50.6M shares vs 12.7M pre-deal shares, causing massive dilution; no financial terms disclosed for CSTI

  • Special meeting adjourned due to lack of quorum; risk of not obtaining stockholder approval for asset acquisition of BullionFX; reconvened June 1, 2026

  • Operating cash flow turned negative to -$571,920 from +$74,858 YoY; accumulated deficit widened to $70.8M; high total liabilities of $9.8M

  • Director nominee Zhe (David) Wei received 16% against votes; share issuance proposal had 9.3% against; indicates governance concerns

  • Salesforce/Debt Surge [MODERATE RISK]

    Total debt increased from $14.44B to $39.28B sequentially due to new issuance; stockholders' equity dropped 42.1% to $34.24B from share repurchases

  • Net income down 80.6% YoY to $34.5M despite revenue growth; driven by $331.8M change in fair value of contingent consideration and $203.3M other expense

Opportunities (10)

  • Fiscal 2027 guidance for 60-80% Data Center sales growth; planned spin-off/merger with Gentherm could unlock value; current EBITDA margins improving

  • Q1 FY27 Data center revenue up 27.2% to $1.83B; gross margin expansion to 52.1%; strong positioning in AI networking and custom silicon

  • Aerie comps up 25%, surpassing $2B trailing revenue; gross margin improved 860 bps; record Q1 revenue; potential for continued growth

  • Lowe's/Acquisition Synergies (OPPORTUNITY)

    Completed ADG and FBM acquisitions with $10.08B net assets; Q1 revenue up 10.3% YoY; share repurchases tripled; potential for margin improvement as synergies materialize

  • $25M raised to complete Cavorite X7 prototype; institutional investors from prior round participating; path to certification and commercial production

  • Conversion of all Class B Units to Class A; refinancing of Senior Notes; improved financial flexibility; new board appointments

  • Sale of Sheraton Indianapolis for $16.5M reduces debt by $14.6M; pro forma net loss improved; potential for further deleveraging

  • $500M Class A notes issued at attractive rates; strong demand from underwriters J.P. Morgan, Wells Fargo, BMO; credit card receivables backing

  • Appointed Timothy McHugh (Co-President/CFO of Welltower) to board; brings public REIT and capital markets experience; 309 properties across 36 states

  • Scott Ferris (ex-BMO Managing Director) joins board effective June 1; expertise in credit, liquidity, and risk management; supports long-term growth

Sector Themes (6)

  • Revenue Growth vs Margin Pressure

    Several consumer discretionary companies reported strong revenue growth (Lowe's +10.3%, American Eagle +10%, Marvell +27.6%) but faced margin compression from tariffs, inventory writedowns, and rising costs. Hormel's adjusted operating margin improved but GAAP margin contracted; American Eagle's gross margin improvement was partly due to prior-year writedown. This suggests top-line growth is not translating evenly to bottom-line gains.

  • Active Capital Allocation

    Companies are deploying capital aggressively: Lowe's completed $10B+ in acquisitions, Salesforce repurchased $27.4B in stock, PBF Holding issued $500M in notes to refinance debt, and several BDCs (TPG Twin Brook, Golub Capital) raised funds. This indicates confidence in growth but also increases leverage at some firms.

  • Insider and Shareholder Activity Signals Divergence

    While no direct insider trading was reported, secondary offerings (Target Hospitality selling stockholders) and shareholder dissent at annual meetings (Yum China 16% against director, OceanFirst 8% against stock plan) suggest unease. Conversely, New Horizon Aircraft's same institutional investors participating in follow-on offering signals confidence.

  • Delisting and Compliance Risks in Smaller Caps

    Lulu's Fashion Lounge and ENDRA Life Sciences both face Nasdaq delisting due to equity deficiencies. This highlights the precarious position of smaller consumer discretionary companies with weak balance sheets, contrasting with larger peers' financial strength.

  • Data Center/AI Driving Growth in Adjacent Sectors

    Modine Manufacturing's 60-80% Data Center sales growth and Marvell's 27% Data center revenue growth show that AI infrastructure demand is boosting companies outside pure tech. This theme is likely to continue as cloud and AI investments accelerate.

  • Guidance Cuts and Uncertainty

    Hormel Foods lowered full-year EPS guidance, and American Eagle reiterated guidance amid uncertainty. This contrasts with Modine's strong outlook, indicating a split between companies with clear catalysts (data center) and those facing consumer headwinds (retail, food).

Watch List (8)

  • Nasdaq compliance plan due July 6, 2026; monitor for submission and acceptance; failure could lead to delisting and stock price decline

  • Nasdaq decision on equity compliance after private placement; side letter restricts proceeds; monitor for formal confirmation or delisting appeal

  • Reconvened special meeting June 1, 2026; need quorum for asset acquisition vote; risk of failure could impact BullionFX deal

  • Spin-off/merger with Gentherm expected calendar 2026; monitor SEC and shareholder approvals; IRS determination letter needed for Reverse Morris Trust

  • Q3 FY2026 earnings call (likely late August); watch for further guidance adjustments and retail segment performance

  • Inventory levels and tariff impact; Q2 FY2026 earnings call (late August); monitor Aerie momentum and American Eagle brand recovery

  • Secondary offering closes; monitor stock price impact from selling stockholders' 7M share sale; underwriter option for 1.05M additional shares

  • Q2 FY27 earnings call (late August); watch for data center revenue growth sustainability and margin trends; convertible preferred stock impact

Filing Analyses (50)
Pyxis Tankers Inc. F-1 mixed materiality 7/10

28-05-2026

Pyxis Tankers Inc. filed an F-1 registration statement on May 28, 2026, covering financial data for fiscal years 2022 through 2025. The company operates a fleet of product tankers and dry bulk vessels, with revenue generated from spot voyage charters and time charters. While the filing shows fleet expansion through newbuilding contracts, it also reveals significant customer concentration risk and a decline in time charter revenue in 2025 compared to 2024.

  • · The filing includes financial data for fiscal years 2022, 2023, 2024, and 2025.
  • · The company has a Series A Convertible Preferred Stock outstanding.
  • · Related party transactions include a promissory note and amounts due from Mr. Valentis.
  • · Vessel acquisitions occurred in 2023 (Pyxis Malou, Konkar Ormi, Pyxis Epsilon) and 2024 (Konkar Venture).
  • · Newbuilding contracts were signed with Jiangsu New Yangzi Shipbuilding in June 2024 for vessels under construction.
  • · Secured loan agreements exist for multiple vessel-owning subsidiaries (Seventhone Corp., Tenthone Corp., Eleventhone Corp., Dryone Corp., Drythree Corp.).
  • · Customer concentration: Charterer A, B, C, D, E, and F are significant revenue sources.
  • · The company has both spot voyage charters and time charters.
HORMEL FOODS CORP /DE/ 8-K mixed materiality 8/10

28-05-2026

Hormel Foods reported Q2 FY2026 results with net sales of $2.97B (+3% organic) and adjusted diluted EPS of $0.40, representing double-digit growth in adjusted earnings. However, GAAP EPS declined to $0.29 from $0.33 YoY due to a $61M loss on the sale of the whole-bird turkey business, and reported operating margin contracted to 7.3% from 8.6%, while adjusted operating margin improved to 9.9% from 9.1%. The company reaffirmed its full-year organic net sales growth of 1%-4% but lowered diluted EPS guidance to $1.28-$1.37 from $1.37-$1.46.

  • · Retail segment volume declined 2% (organic basis), while net sales remained flat.
  • · Foodservice segment delivered its 11th consecutive quarter of organic net sales growth, up 7%.
  • · International segment organic net sales grew 5%, led by SPAM® exports and in-country China business.
  • · SG&A expenses as a percentage of net sales increased to 10.7% from 8.7% in the prior year, partly due to the $61M loss on the turkey business sale; adjusted SG&A remained flat at 8.2%.
  • · The company updated its full-year GAAP diluted EPS guidance downward to $1.28-$1.37 from $1.37-$1.46, while reaffirming adjusted diluted EPS guidance of $1.43-$1.51.
  • · An audio webcast replay will be available until May 28, 2027.
ENDRA Life Sciences Inc. 8-K mixed materiality 8/10

28-05-2026

ENDRA Life Sciences Inc. entered into a securities purchase agreement on May 27, 2026, to raise approximately $3.8 million in gross proceeds through a private placement of 578,387 shares (or prefunded warrants) and warrants to purchase up to 1,156,774 shares at $6.57 per share. The company concurrently entered into a side letter agreement that restricts use of the proceeds and grants the investor board observer rights, while also requiring a cash balance equal to the purchase price in a segregated account until a strategic alternative is closed or a payment obligation is met. However, the company remains non-compliant with Nasdaq's minimum stockholders' equity requirement (reporting $2.26 million as of December 31, 2025), and while it believes the offering brings equity above $2.5 million, it is awaiting formal Nasdaq confirmation and faces delisting risk if the Panel disagrees.

  • · The private placement includes prefunded warrants exercisable at $0.0001 per share and common warrants exercisable at $6.57 per share.
  • · Exercisability of 324,372 prefunded warrant shares and all common warrants is contingent on stockholder approval.
  • · The side letter requires the company to maintain a cash balance equal to the purchase price in a segregated bank account until a strategic alternative closes or the payment obligation is paid.
  • · The company has granted the investor the right to designate one board observer.
  • · The company received a Nasdaq delisting notice on April 20, 2026, due to stockholders' equity of $2,260,120, below the $2.5 million minimum.
  • · The company has requested a hearing before the Nasdaq Hearings Panel, which stays delisting pending a decision.
Artificial Intelligence Technology Solutions Inc. 8-K neutral materiality 3/10

28-05-2026

On May 28, 2026, Artificial Intelligence Technology Solutions Inc. (AITX) filed an 8-K to announce a press release titled 'AITX's RAD Construction Momentum Continues with Additional RIO and ROSA Orders,' indicating continued demand for its robotic security solutions. The filing does not provide any financial figures or performance metrics, so no positive or negative trends can be assessed.

  • · The press release is attached as Exhibit 99.1 to the 8-K filing.
  • · The filing is furnished under Item 8.01 and is not deemed filed for Exchange Act purposes.
  • · The company's principal executive offices are located at 10800 Galaxie Avenue, Ferndale, Michigan 48220.
New Horizon Aircraft Ltd. 8-K positive materiality 8/10

28-05-2026

New Horizon Aircraft Ltd. announced the closing of a registered direct offering, raising gross proceeds of approximately $25 million through the sale of 9,960,160 Class A Ordinary Shares (or equivalents) to institutional investors. The net proceeds will be used to fully fund the completion of the Cavorite X7 prototype and advance the program toward testing, certification, and commercial production. The offering was led by Titan Partners, a division of American Capital Partners.

  • · The offering was conducted under a shelf registration statement on Form S-3 (File No. 333-285000) initially filed on February 14, 2025, and declared effective on March 25, 2025.
  • · The same institutional investors from the May 8, 2026 offering participated in this transaction.
  • · Titan Partners acted as the sole placement agent.
  • · The company is an emerging growth company and has elected not to use the extended transition period for complying with new or revised financial accounting standards.
Braemar Hotels & Resorts Inc. 8-K neutral materiality 3/10

28-05-2026

Braemar Hotels & Resorts Inc. appointed Eric Batis to its Board of Directors on May 21, 2026, to serve until the next annual meeting. Concurrently, directors Stefani Danielle Carter and Rebecca Musser resigned effective the same date, with no disagreements cited. No additional compensation or material transactions were reported for Mr. Batis.

  • · Mr. Batis was not appointed to any committee at the time of his appointment.
  • · Mr. Batis serves as COO of Ashford Inc., overseeing day-to-day operations.
  • · No additional compensation will be paid to Mr. Batis for his board duties.
  • · Resignations of Carter and Musser were not due to any disagreement with the company.
Marquie Group, Inc. 8-K mixed materiality 7/10

28-05-2026

Transglobal Management Group, Inc. (TMGI) acquired Continuum Software Technologies, Inc. (CSTI) on March 20, 2026, in a share exchange transaction. TMGI issued 50,645,000 shares of restricted common stock to CSTI shareholders in exchange for all outstanding CSTI shares, making CSTI a wholly owned subsidiary. The acquisition provides TMGI with a cloud-based golf management software platform, but the filing does not disclose any financial terms, revenue, or profitability of CSTI, and the transaction resulted in significant dilution to existing TMGI shareholders (TMGI had only 12,702,045 common shares outstanding prior to the deal).

  • · The acquisition is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.
  • · The Exchange Shares were issued in reliance on exemptions from registration under Section 4(2) of the Securities Act and Rule 501 of Regulation D, as all CSTI shareholders are accredited investors or have sufficient financial knowledge.
  • · No underwriting discounts or commissions were paid in connection with the share issuance.
  • · TMGI's common stock is quoted on the OTC Markets under the symbol 'TMGI'.
  • · The filing does not disclose any revenue, net income, or other financial metrics for CSTI or the combined entity.
Salesforce, Inc. 10-Q mixed materiality 9/10

28-05-2026

Salesforce reported total revenues of $11.133B for Q1 FY27 (three months ended April 30, 2026), up 13.3% YoY from $9.829B, driven by subscription and support revenue growth of 13.9% to $10.593B. Net income rose 36.7% YoY to $2.107B, with diluted EPS increasing to $2.42 from $1.59. However, the company's total assets declined 5.0% sequentially to $106.680B from $112.305B, and stockholders' equity dropped sharply by 42.1% to $34.235B due to significant share repurchases ($27.366B) and dividends ($374M) during the quarter.

  • · Accounts receivable dropped sharply from $14.339B (Jan 31, 2026) to $5.080B (Apr 30, 2026), a 64.6% decline, reflecting strong cash collections.
  • · Cash and cash equivalents increased to $8.935B from $7.327B sequentially, while marketable securities rose to $2.902B from $2.238B.
  • · Total debt increased significantly from $14.439B (Jan 31, 2026) to $39.280B (Apr 30, 2026), primarily due to new noncurrent debt issuance.
  • · Goodwill increased to $59.291B from $57.941B sequentially, likely due to business combinations.
  • · Restructuring expenses rose to $80M in Q1 FY27 from $36M in Q1 FY26, a 122.2% increase.
  • · Gains on strategic investments were $558M in Q1 FY27 versus a loss of $63M in Q1 FY26.
  • · Stock-based compensation was $859M in Q1 FY27, up from $817M in Q1 FY26.
  • · The company repurchased 114 million shares for $27.366B during Q1 FY27, compared to 10 million shares for $2.692B in Q1 FY26.
HANMI FINANCIAL CORP 8-K mixed materiality 5/10

28-05-2026

Hanmi Financial Corp (HAFC) held its 2026 Annual Meeting on May 27, 2026, where shareholders voted on four items, including the election of ten directors, an advisory vote on executive compensation, approval of the 2026 Employee Stock Purchase Plan (ESPP), and ratification of Crowe LLP as auditor. All proposals passed with strong support; however, director Gideon Yu resigned from the Board effective May 22, 2026, prior to the meeting, and did not stand for reelection. The resignation was not due to any disagreement with the company.

  • · Gideon Yu resigned from the Board of Hanmi Financial Corporation and Hanmi Bank effective May 22, 2026, and did not stand for reelection at the 2026 Annual Meeting.
  • · Yu had served on the Board since 2021 and was a member of the Nominating and Corporate Governance Committee and Risk, Compliance and Planning Committees at the time of his resignation.
  • · The 2026 Employee Stock Purchase Plan (ESPP) was approved by shareholders with 24,886,127 votes 'For', 12,400 'Against', and 5,448 'Abstain' (excluding broker non-votes).
  • · Advisory vote on executive compensation received 24,534,573 'For', 361,059 'Against', and 8,343 'Abstain' (excluding broker non-votes).
  • · Ratification of Crowe LLP as auditor for FY 2026 received 26,350,596 'For', 68,179 'Against', and 2,224 'Abstain' (no broker non-votes for this proposal).
Yum China Holdings, Inc. 8-K mixed materiality 5/10

28-05-2026

Yum China Holdings held its 2026 annual meeting on May 28, 2026, with 78.30% of outstanding shares represented. Stockholders elected all 12 director nominees, ratified KPMG as auditors, and approved advisory say-on-pay, a 20% share issuance authority, and a 10% share repurchase authority. Notably, director nominee Zhe (David) Wei received significant opposition with 40,671,110 against votes (16.0% of votes cast), while the share issuance proposal had 23,739,431 against (9.3% of votes cast), indicating some shareholder dissent.

  • · The share repurchase authority (Proposal 5) passed with overwhelming support: 273,084,851 for, 937,367 against, 966,292 abstain, and no broker non-votes.
  • · The auditor ratification (Proposal 2) also passed with strong support: 271,281,443 for, 3,248,096 against, 458,971 abstain.
  • · All director nominees received majority support, but Zhe (David) Wei had the lowest for votes (213,355,257) and highest against (40,671,110), representing 16.0% against votes cast.
  • · The share issuance authority (Proposal 4) had 230,114,158 for and 23,739,431 against, with 544,941 abstain.
  • · The say-on-pay proposal (Proposal 3) had 231,279,153 for and 22,458,693 against, with 660,684 abstain.
FrontView REIT, Inc. 8-K positive materiality 5/10

28-05-2026

FrontView REIT appointed Timothy G. McHugh, Co-President and CFO of Welltower Inc., to its Board of Directors as an independent director, effective May 28, 2026. McHugh brings extensive public REIT leadership, capital markets, and net-lease investment experience to FrontView as the company continues to scale its differentiated platform. No financial metrics or performance data were disclosed in this filing.

  • · McHugh has served as Co-President and CFO of Welltower, the largest REIT in the S&P 500 by market capitalization.
  • · He joined Welltower in 2016 and has held roles including Treasurer, SVP of Capital Markets, and EVP and CFO.
  • · FrontView's portfolio as of March 31, 2026, consisted of 309 direct frontage properties across 36 states, leased primarily to service and necessity-based tenants across 16 industries.
  • · The appointment is effective May 28, 2026.
PROVIDENT FINANCIAL HOLDINGS INC 8-K neutral materiality 3/10

28-05-2026

Provident Financial Holdings, Inc. announced the resignation of David S. Weiant as Senior Vice President and Chief Lending Officer of its subsidiary, Provident Savings Bank, F.S.B., effective July 15, 2026, due to retirement. The company expressed appreciation for his 19 years of service and stated that current management and staff will assume his duties until a successor is named. The resignation was not due to any disagreements with the company.

  • · David S. Weiant's resignation is effective July 15, 2026.
  • · A search has been initiated for Mr. Weiant's successor.
  • · Current management and staff will assume Mr. Weiant's duties until a successor is named.
  • · The retirement was not the result of any disagreements with the Corporation or the Bank.
FLOWSERVE CORP 8-K neutral materiality 5/10

28-05-2026

Flowserve Corporation issued a press release on May 28, 2026, in response to public statements by Starboard Value LP, reaffirming its previously announced full-year guidance for fiscal year 2026. The filing includes forward-looking statements and cautionary notes regarding risks and uncertainties.

  • · The press release was issued in response to public statements by Starboard Value LP.
  • · Flowserve reaffirmed its previously announced full-year guidance for fiscal year 2026.
  • · The filing includes extensive risk factors related to international operations, supply chain disruptions, tariffs, and other uncertainties.
Marvell Technology, Inc. 10-Q mixed materiality 9/10

28-05-2026

Marvell Technology reported Q1 FY27 net revenue of $2,417.8M, up 27.6% YoY from $1,895.3M, driven by strong Data center revenue growth of 27.2% to $1,832.7M. However, net income plunged 80.6% YoY to $34.5M from $177.9M, primarily due to a $331.8M change in fair value of contingent consideration liability and a $203.3M other expense. The company also issued $2,000M in Series A Convertible Preferred Stock and completed a $1,270.9M acquisition during the quarter.

  • · Gross profit increased to $1,260.8M from $952.4M YoY, with gross margin improving to 52.1% from 50.2%.
  • · Research and development expenses rose 28.5% YoY to $652.3M, while SG&A expenses increased 38.6% to $258.4M.
  • · Restructuring related charges were $10.7M in Q1 FY27 vs. a gain of $12.3M in Q1 FY26.
  • · Interest and other loss, net widened to $256.1M from $54.7M YoY, driven by the $331.8M change in fair value of contingent consideration and a $81.1M gain from forward stock purchase contract.
  • · Provision for income taxes increased to $48.8M from $38.0M YoY.
  • · Total assets grew to $26,944.5M from $22,285.3M at year-end, primarily due to goodwill increasing to $13,883.5M from $11,062.2M and acquired intangible assets rising to $2,561.5M from $1,754.7M.
  • · Long-term debt increased to $4,961.3M from $3,970.8M, while short-term debt was fully repaid ($0 vs. $499.8M).
  • · Stockholders' equity rose to $18,215.8M from $14,308.4M, driven by $1,999.6M in preferred stock issuance and $2,098.0M in common stock issued for acquisitions.
  • · Cash dividends of $0.06 per share were declared and paid in both periods.
  • · Net cash provided by operating activities nearly doubled to $638.8M from $332.9M YoY, driven by improved working capital management including a $314.9M decrease in accounts receivable.
  • · Investing activities used $1,421.4M, primarily for acquisitions ($1,270.9M) and property and equipment ($155.7M).
  • · Financing activities provided $1,987.4M, including $2,000M from preferred stock issuance and $998.9M from borrowings, offset by $200M in share repurchases and $500M in debt repayments.
Ellington Financial Inc. 8-K neutral materiality 3/10

28-05-2026

Ellington Financial Inc. issued a press release on May 27, 2026, disclosing its estimated book value per share of common stock as of April 30, 2026. The filing is a Regulation FD disclosure and does not include any specific financial figures or comparisons.

  • · The estimated book value per share is as of April 30, 2026.
  • · The press release is furnished as Exhibit 99.1 and is incorporated by reference.
  • · The filing is not deemed 'filed' under Section 18 of the Exchange Act.
STIFEL FINANCIAL CORP 8-K neutral materiality 3/10

28-05-2026

Stifel Financial Corp. disclosed selected operating results for April 30, 2026, via a press release on May 28, 2026, filed under Regulation FD. The filing does not include specific financial figures, so no performance trends can be assessed.

  • · The press release was furnished under Item 7.01 (Regulation FD) and is not deemed filed for SEC liability purposes.
  • · The filing includes Exhibit 99.1 (press release) and a Cover Page Interactive Data File (Inline XBRL).
  • · The report was signed by CFO James M. Marischen.
FIRST UNITED CORP/MD/ 8-K neutral materiality 3/10

28-05-2026

On May 27, 2026, First United Corp appointed Jason B. Rush, age 55, as Chairman of the Board. Mr. Rush, who was elected to the Board at the 2026 annual meeting on May 7, 2026, also serves as the Corporation's President and CEO (appointed effective January 1, 2026). No transactions requiring disclosure under Item 404(a) have occurred since the beginning of fiscal 2024, and none are proposed for the remainder of fiscal 2026.

  • · Mr. Rush was elected to the Board by shareholders at the 2026 annual meeting on May 7, 2026.
  • · He has been employed by First United since October 1993, starting as a Management Trainee.
  • · His prior roles include Senior Vice President & COO (Jan 2017 – Dec 2025), Senior Vice President & Chief Risk Officer and Director of Operations and Support (2006–2017).
  • · His compensatory arrangements are incorporated by reference from the definitive proxy statement filed March 26, 2025.
  • · No reportable transactions with Mr. Rush or his affiliates occurred since the start of fiscal 2024, and none are proposed for the remainder of fiscal 2026.
FIRST BUSINESS FINANCIAL SERVICES, INC. 8-K positive materiality 4/10

28-05-2026

First Business Financial Services, Inc. (FBIZ) announced the appointment of Scott M. Ferris to its Board of Directors, effective June 1, 2026. Mr. Ferris brings extensive experience from BMO Financial Group, where he served as Managing Director leading commercial banking within the Financial Institutions Group until his retirement in January 2025. The appointment is expected to support the company's long-term growth strategy.

  • · Scott M. Ferris retired from BMO Financial Group in January 2025 after serving as Managing Director leading commercial banking within the Financial Institutions Group since November 2006.
  • · Mr. Ferris joined BMO in 1985 and held various roles in commercial and corporate banking before advancing to senior leadership.
  • · He brings expertise in credit, liquidity, market, and operational risk management, as well as experience with banking and market regulators.
Lulu's Fashion Lounge Holdings, Inc. 8-K negative materiality 9/10

28-05-2026

Lulu's Fashion Lounge Holdings, Inc. (LVLU) received a Nasdaq deficiency notice on May 21, 2026, for failing to meet the minimum $2.5 million stockholders' equity requirement for continued listing on the Nasdaq Capital Market. As of March 29, 2026, the company reported negative stockholders' equity of approximately $(525) thousand and does not meet alternative compliance standards. The company has until July 6, 2026, to submit a compliance plan, and if accepted, may receive up to 180 days to regain compliance; however, there is no assurance of acceptance or successful regaining of compliance.

  • · The company does not meet alternative compliance standards of $35 million market value of listed securities or $500,000 net income from continuing operations in the most recently completed fiscal year or in two of the last three fiscal years.
  • · The letter has no immediate effect on the listing or trading of LVLU common stock, which continues to trade on the Nasdaq Capital Market.
  • · The company is evaluating various options to regain compliance, but there is no assurance the plan will be accepted or compliance regained.
ASHFORD HOSPITALITY TRUST INC 8-K mixed materiality 6/10

28-05-2026

Ashford Hospitality Trust completed the sale of the 378-room Sheraton Indianapolis City Centre Hotel for approximately $16.5 million in net cash, using $14.6 million to repay a mortgage loan secured by nine hotels. The disposition resulted in a non-recurring loss of $2.0 million for FY2025 and a net loss attributable to common stockholders of $60.7 million for Q1 2026 on a pro forma basis, compared to a historical loss of $71.1 million. The sale reduces total assets by $20.3 million and indebtedness by $14.5 million.

  • · The mortgage loan repaid was secured by nine hotels including the Sheraton Indianapolis.
  • · Pro forma adjustments include a non-recurring loss of $2.0 million for FY2025 and write-off of loan costs of $128,000 for FY2025 and $83,000 for Q1 2026.
  • · The sale reduced total assets from $2.605B to $2.583B and total liabilities from $3.044B to $3.024B as of March 31, 2026.
  • · Pro forma net loss per share improved from -$35.99 to -$35.50 for FY2025 and from -$11.03 to -$9.42 for Q1 2026.
Advanced Flower Capital Inc. 8-K positive materiality 3/10

28-05-2026

Advanced Flower Capital Inc. held its 2026 Annual Meeting on May 28, 2026, where shareholders voted to reelect two Class III directors (Alexander C. Frank and Marnie Sudnow) and ratified the appointment of CohnReznick LLP as the independent auditor for fiscal year 2026. All proposals passed with strong shareholder support, with no significant opposition or withheld votes.

  • · The 2026 Annual Meeting was held on May 28, 2026.
  • · Proposal 1: Alexander C. Frank received 9,250,135 votes for and 59,231 withheld; Marnie Sudnow received 9,234,815 votes for and 54,558 withheld.
  • · Proposal 2: Ratification of CohnReznick LLP passed with 16,311,616 votes for, 165,991 against, and 103,697 abstentions.
  • · Broker non-votes for director election totaled 6,465,790 for each nominee.
  • · No broker non-votes were reported for the ratification of the auditor.
Medalist Diversified REIT, Inc. 8-K neutral materiality 5/10

28-05-2026

Medalist Diversified REIT, Inc. (MDRR) announced that its wholly-owned subsidiary, Own Digital Treasury TRS, LLC, entered into a Pledged Asset Line (PAL) Agreement with Charles Schwab & Co., Inc., securing a revolving, non-purpose margin credit facility. Based on collateral value as of May 21, 2026, the company can borrow up to $15.8 million under the facility, which bears interest at SOFR plus a margin. The filing does not disclose any prior-period comparison or performance metrics, so no period-over-period analysis is possible.

  • · The PAL Agreement is a revolving, non-purpose margin credit facility secured by a first-priority lien on a designated brokerage account at Schwab.
  • · Borrowings bear interest at a variable rate based on SOFR plus an applicable margin.
  • · The agreement includes customary events of default, such as failure to pay, bankruptcy, or insufficient collateral value.
Sound Financial Bancorp, Inc. 8-K neutral materiality 3/10

28-05-2026

Sound Financial Bancorp, Inc. held its annual meeting on May 26, 2026, where shareholders elected David S. Haddad, Jr. and Laura Lee Stewart as directors for terms expiring in 2029, approved executive compensation on a non-binding advisory basis, and ratified Baker Tilly, LLP as the independent auditor for 2026. All three proposals passed, though the advisory vote on executive compensation showed notable abstentions (280,329) and against votes (119,353), indicating some shareholder dissent.

  • · The annual meeting was held on May 26, 2026, with shareholders of record as of March 31, 2026 entitled to vote.
  • · David S. Haddad, Jr. received 1,611,647 votes for and 89,116 withheld; Laura Lee Stewart received 1,350,298 votes for and 350,465 withheld.
  • · The advisory vote on executive compensation had 1,301,081 votes for, 119,353 against, and 280,329 abstentions, with 504,228 broker non-votes.
  • · Ratification of Baker Tilly, LLP as auditor passed with 2,135,877 votes for, 66,862 against, and 2,252 abstentions.
Neuberger Berman Next Generation Connectivity Fund Inc. DEF 14A neutral materiality 4/10

28-05-2026

Neuberger Berman Next Generation Connectivity Fund Inc. (NBXG) filed a definitive proxy statement (DEF 14A) on May 28, 2026, for a joint annual meeting of stockholders to be held on August 6, 2026. The meeting will include the election of three Class III Directors (Tom D. Seip, Franklyn E. Smith, and Joseph V. Amato) and a non-binding stockholder proposal specific to NBXG. The filing does not contain any financial results or performance data, so no positive or negative financial metrics are available to report.

  • · The record date for voting is May 15, 2026.
  • · The proxy statement will be mailed to stockholders on or about May 28, 2026.
  • · NBXG has no preferred stock outstanding.
  • · The Board has a retirement policy generally requiring directors to retire by the end of the year they turn 77.
  • · The Board has previously approved discount mitigation measures including tender option programs and fund mergers.
FIRST UNITED CORP/MD/ 8-K/A positive materiality 5/10

28-05-2026

First United Corporation filed an 8-K/A amendment disclosing the results of its 2026 annual meeting held on May 7, 2026. All 10 director nominees were elected, and shareholders approved proposals including a charter amendment to reduce the vote threshold for certain actions, a non-binding advisory vote on executive compensation (Say-on-Pay), and the ratification of Crowe LLP as auditor. The Board subsequently decided to maintain annual Say-on-Pay votes until the next required frequency vote.

  • · Proposal 2 (charter amendment to reduce vote threshold) received 3,441,697 For, 202,059 Against, and 108,887 Abstain.
  • · Proposal 3 (Say-on-Pay advisory vote) received the same vote tally as Proposal 2: 3,441,697 For, 202,059 Against, 108,887 Abstain.
  • · Proposal 4 (frequency of Say-on-Pay votes) had overwhelming support for every 1 year: 4,856,599 votes for 1 year, 29,561 for 2 years, 10,408 for 3 years, 0 Abstain.
  • · Proposal 5 (ratification of Crowe LLP as auditor) received 4,856,599 For, 29,561 Against, and 10,408 Abstain with no broker non-votes.
  • · Broker non-votes were 1,143,925 for Proposals 1-3, and 0 for Proposals 4-5.
  • · The Board made the frequency decision on May 27, 2026, after the annual meeting.
FERRELLGAS PARTNERS FINANCE CORP 8-K positive materiality 6/10

28-05-2026

Ferrellgas Partners, L.P. announced board updates and succession planning developments, including the appointment of Andrew Safran to the Board and Pamela A. Breuckmann as Vice Chair, effective May 21-22, 2026. The company also highlighted recent financial achievements such as the renewal of its Credit Agreement, refinancing of Senior Notes due 2026, and conversion of all outstanding Class B Units into Class A Units, which have improved financial flexibility and simplified the capital structure. No negative or flat financial metrics were disclosed in this filing.

  • · Ferrellgas serves propane customers in all 50 states, the District of Columbia, and Puerto Rico.
  • · The company filed its Annual Report on Form 10-K for fiscal year ended July 31, 2025, on October 15, 2025.
  • · Jim Ferrell has led the company since 1965, transforming it from a small local operation into a Fortune 1000 company.
  • · Andrew Safran brings over 30 years of investment banking and private equity experience in natural resources and energy infrastructure.
AFLAC INC 8-K neutral materiality 6/10

28-05-2026

Aflac Incorporated issued ¥65,900,000,000 (approximately $65.9B JPY) aggregate principal amount of Senior Notes across four tranches in a public offering. The notes include ¥3.1B of 2.117% notes due 2029, ¥41.8B of 2.802% notes due 2031, ¥13.1B of 3.123% notes due 2033, and ¥7.9B of 3.482% notes due 2036. Net proceeds will be used for general corporate purposes.

  • · The notes are general unsecured obligations and rank equally with existing and future unsecured senior indebtedness.
  • · Interest on the Notes is payable semi-annually in arrears on May 28 and November 28 each year, beginning November 28, 2026.
  • · The notes are redeemable at the Company's option on or after their respective par call dates at 100% of principal plus accrued interest.
  • · The offering was made under a Registration Statement on Form S-3ASR (File No. 333-281977) and a prospectus supplement dated May 21, 2026.
  • · The Underwriting Agreement includes customary terms, conditions, representations, warranties, and indemnification provisions.
  • · The Indenture provides for customary events of default including nonpayment, failure to comply with agreements for 90 days, and certain bankruptcy events.
Finward Bancorp 8-K/A neutral materiality 1/10

28-05-2026

Finward Bancorp filed an 8-K/A to correct the date of its 2026 Annual Meeting from May 22 to May 21, 2026. At the meeting, shareholders elected three directors, ratified Forvis Mazars, LLP as independent auditor for 2026, and approved executive compensation on an advisory basis.

  • · The original 8-K filed May 26, 2026 incorrectly reported the Annual Meeting date as May 22, 2026; corrected to May 21, 2026.
  • · Record date for voting was March 20, 2026; 4,330,486 shares were issued and outstanding.
  • · Quorum was 3,284,619 shares (approximately 75.8% of outstanding shares).
  • · Directors elected to three-year terms expiring 2029: Bochnowski (2,486,625 for; 418,023 withheld), Johnson (2,572,074 for; 332,574 withheld), Alwin (2,659,517 for; 245,131 withheld).
  • · Ratification of Forvis Mazars, LLP received 3,218,420 for, 57,910 against, 8,289 abstain — zero broker non-votes.
  • · Advisory vote on executive compensation received 2,720,043 for, 169,928 against, 14,677 abstain.
LOWES COMPANIES INC 10-Q mixed materiality 9/10

28-05-2026

Lowe's reported Q1 FY26 net sales of $23,078M, up 10.3% YoY from $20,930M, driven by acquisitions. However, net earnings declined slightly to $1,628M from $1,641M, and gross margin contracted 70 bps to 32.68%. Operating income rose 2.4% to $2,554M, but net margin fell to 7.05% from 7.84%. The company completed two acquisitions (ADG and FBM) with total net assets acquired of $10,078M, significantly increasing goodwill and intangible assets.

  • · Cash flow from operations was $3,350M in Q1 FY26, down slightly from $3,379M in Q1 FY25.
  • · Capital expenditures were $521M in Q1 FY26, roughly flat vs $518M in Q1 FY25.
  • · Share repurchases totaled $363M in Q1 FY26, up from $112M in Q1 FY25.
  • · Dividends declared increased to $1.20 per share from $1.15 per share.
  • · Goodwill surged to $3,945M from $311M a year ago due to acquisitions.
  • · Intangible assets increased to $5,807M from $274M a year ago.
  • · Short-term borrowings of $380M were recorded at May 1, 2026 vs $0 a year ago.
  • · Current maturities of long-term debt decreased to $810M from $4,183M a year ago.
  • · Total shareholders' deficit improved to $9,270M from $13,254M a year ago, primarily due to net earnings and reduced accumulated deficit.
  • · The company completed two acquisitions (ADG and FBM) with total net assets acquired of $10,078M, including $3,620M in goodwill and $5,755M in intangible assets.
FOXO TECHNOLOGIES INC. 8-K mixed materiality 7/10

28-05-2026

FOXO Technologies Inc. (OTC: FOXO) entered into an exclusive license agreement with LongevityFP Technologies, LLC (LFP) to commercialize its epigenetics technology, including two patents and related IP. LFP will pay FOXO a 3% royalty on net revenues capped at $1.3 million, and has a 10-year option to acquire majority ownership of FOXO Labs in exchange for a 40% equity interest in the resulting enterprise. The agreement resolves prior matters and provides FOXO a royalty stream and potential upside, but the royalty cap is low and the option's value depends on future commercialization success.

  • · The agreement resolves all prior matters between the parties.
  • · FOXO's epigenetics technology has not been commercialized in recent years under the current corporate structure.
  • · FOXO's core healthcare services operations include a critical access hospital, a behavioral health facility, and a biospecimen sourcing provider.
  • · Jon R. Sabes is the named inventor on the platform's core patents and the original architect of the epigenetics underwriting platform.
PBF Holding Co LLC 8-K neutral materiality 7/10

28-05-2026

PBF Holding Co LLC, a subsidiary of PBF Energy Inc., issued $500.0 million in aggregate principal amount of 7.250% Senior Notes due 2034 on May 28, 2026. The net proceeds of approximately $492.7 million will be used, together with available cash, to redeem the outstanding 6.00% senior unsecured notes due 2028. The new notes are senior unsecured obligations and rank equally with the company's existing senior indebtedness, including its asset-based revolving credit facility.

  • · The Notes and guarantees are senior unsecured obligations and rank equally with the Issuers' and Guarantors' existing and future senior indebtedness, including the Revolving Credit Facility and the outstanding 7.875% and 9.875% senior unsecured notes due 2030.
  • · The Notes are effectively subordinated to any secured indebtedness (including the Revolving Credit Facility) to the extent of the collateral value.
  • · The Notes are structurally subordinated to any indebtedness of subsidiaries that do not guarantee the Notes.
  • · Interest on the Notes is payable semi-annually on June 1 and December 1, beginning December 1, 2026.
  • · The Notes mature on June 1, 2034.
  • · The Indenture contains customary covenants for non-investment grade debt, including limitations on incurring additional debt, making restricted payments, transactions with affiliates, creating liens, mergers, and designating unrestricted subsidiaries.
  • · Many covenants will cease or be modified if the Notes achieve investment grade rating.
  • · Prior to June 1, 2029, the Issuers may redeem up to 40% of the Notes with net cash proceeds from equity offerings at 107.250% of principal, provided at least 60% of the original principal remains outstanding.
  • · On or after June 1, 2029, the Issuers may redeem all or part of the Notes at specified redemption prices.
  • · Prior to June 1, 2029, the Issuers may redeem all or part of the Notes at a make-whole redemption price.
  • · Upon a change of control with ratings decline, the Issuers must offer to purchase the Notes at 101% of principal plus accrued interest.
  • · Prior to a covenant termination event, the Issuers may be required to use net cash proceeds from certain asset dispositions to offer to purchase the Notes at 100% of principal plus accrued interest.
  • · The Issuers may issue additional Notes from time to time under the Indenture.
AMERICAN EAGLE OUTFITTERS INC 8-K mixed materiality 8/10

28-05-2026

American Eagle Outfitters reported record first quarter fiscal 2026 revenue of $1.2 billion, up 10% YoY, driven by Aerie's 25% comparable sales growth. However, American Eagle brand comparable sales declined 2%, and total inventory surged 27% to $817 million due to tariffs and prior-year write-downs. Operating profit of $28 million exceeded guidance, but the company reiterated full-year operating income guidance of $390-$410 million amid consumer and macroeconomic uncertainty.

  • · Aerie surpassed $2 billion in revenue on a trailing 12-month basis.
  • · Gross margin improved 860 basis points to 38.2%, driven by a 710 bps improvement in merchandise margins (partly due to last year's $75M inventory writedown) and 150 bps leverage in BOW expenses.
  • · SG&A expenses increased 11% to $376M, with the rate rising 40 bps to 31.5% due to planned advertising investments.
  • · Other income of $7M included a $6M gain on equity method investments.
  • · Interest expense increased to $8M due to an agreement related to the sale of certain tariff refund claims.
  • · Total ending inventory cost increased 27% to $817M (units up 5%), reflecting tariff impacts and comparison to prior-year writedown.
  • · The company repurchased 3 million shares for $53M and paid $21M in dividends ($0.125 per share) during Q1.
  • · Capital expenditures were $61M in Q1; full-year capex guidance is $250-$260M.
  • · Second quarter FY2026 outlook: comparable sales +mid-to-high single digit, gross margin down YoY, SG&A +mid-teens, operating income $45-$50M.
  • · Full-year FY2026 outlook: comparable sales +mid single digit, gross margin up YoY, SG&A +HSD, operating income $390-$410M.
  • · Guidance assumes a tariff rate of 10% for Q2 receipts and 15% for the back-half of the fiscal year, excluding IEEPA tariff refunds.
  • · Current ratio improved to 1.55 from 1.38 a year ago.
FIRST KEYSTONE CORP 8-K neutral materiality 3/10

28-05-2026

First Keystone Corporation announced the declaration of its second quarter dividend on May 28, 2026. The press release is attached as Exhibit 99.1 to the Form 8-K filing. No financial figures or comparative performance data were provided in this filing.

  • · The dividend declaration is for the second quarter of 2026.
  • · The press release was issued on May 28, 2026.
  • · The filing does not include the dividend amount or any financial statements.
Blue Owl Technology Finance Corp. 8-K neutral materiality 6/10

28-05-2026

Blue Owl Technology Finance Corp. (OTF) entered into a Loan Financing and Servicing Agreement dated May 21, 2026, through its subsidiary Athena Funding III LLC as borrower, with Deutsche Bank AG, New York Branch as facility agent and State Street Bank and Trust Company as collateral agent and custodian. The agreement establishes a secured financing facility backed by collateral obligations, with OTF acting as both equityholder and services provider, but no specific dollar amounts, interest rates, or facility size were disclosed in the filing.

  • · The agreement was executed on May 21, 2026, and filed as an 8-K on May 28, 2026.
  • · The facility is structured as a secured borrowing facility with collateral obligations pledged by the borrower.
  • · The agreement includes standard provisions for advances, yield, fees, repayment, prepayments, and facility termination events.
  • · The borrower is a Delaware limited liability company (Athena Funding III LLC), a wholly owned subsidiary of OTF.
  • · The facility agent is Deutsche Bank AG, New York Branch; the collateral agent and collateral custodian is State Street Bank and Trust Company.
  • · No financial terms (e.g., facility amount, interest rate, maturity) were disclosed in the exhibit.
MODINE MANUFACTURING CO 425 mixed materiality 9/10

28-05-2026

Modine Manufacturing reported mixed fiscal 2026 results, with Performance Technologies revenue flat and adjusted EBITDA declining 15% YoY due to tariffs and higher material costs, though full-year EBITDA margins improved 30 bps to 13.8%. The company provided a strong fiscal 2027 outlook, expecting total sales growth of 20-35% and adjusted EBITDA of $650-680M (40%+ growth), driven by Data Center segment sales growth of 60-80%. The planned spin-off and merger of Performance Technologies with Gentherm remains on track for a calendar 2026 close, pending SEC and shareholder approvals.

  • · Performance Technologies SG&A expenses were $5M lower YoY due to cost savings initiatives.
  • · The planned spin-off and merger with Gentherm is structured as a Reverse Morris Trust transaction and requires an IRS determination letter.
  • · Gentherm's S-4 registration statement has been submitted to the SEC; shareholder approval is still pending.
  • · Modine expects to recast fiscal 2026 segment results and begin reporting under three business segments with Q1 results.
  • · The company expects a 3-6 month lag before tariff-related price adjustments take effect.
  • · Data Center segment part shortages experienced in Q4 are not expected to impact full-year production but will temporarily affect capacity ramp.
  • · Performance Technologies EBITDA margin for early fiscal 2027 is expected to be 14-15%, up 25-100 bps.
  • · Fiscal 2027 free cash flow as a percentage of sales is expected to be 4-6%.
AFFILIATED MANAGERS GROUP, INC. 8-K positive materiality 5/10

28-05-2026

Affiliated Managers Group, Inc. held its Annual Meeting on May 27, 2026, where all seven director nominees were elected with at least 97% of votes cast, and the non-binding advisory vote on executive compensation passed with 98% approval. However, the ratification of PricewaterhouseCoopers LLP as independent auditor received a lower 94% approval, with 1,491,160 votes against, indicating some shareholder dissent.

  • · Director G. Staley Cates received the most votes for (23,034,061) and the fewest against (48,281).
  • · Director Loren M. Starr received the highest votes against (676,731) among nominees.
  • · The auditor ratification had 1,491,160 votes against, the highest dissent of any proposal.
  • · All director elections and the compensation vote had 1,444,196 broker non-votes; the auditor ratification had none.
BLUE RIDGE BANKSHARES, INC. 8-K neutral materiality 4/10

28-05-2026

Blue Ridge Bankshares, Inc. (BRBS) announced that M. Dean Brown will step down as Chief Operations and Technology Officer, effective June 30, 2026, as part of his retirement. Mr. Brown will also resign from all officer and fiduciary positions at both the Company and its wholly owned subsidiary, Blue Ridge Bank, National Association. No successor or interim replacement has been disclosed in this filing.

  • · The separation agreement was reached between the board of directors and Mr. Brown.
  • · Mr. Brown's resignation from all officer and fiduciary positions is effective June 30, 2026.
  • · The filing does not disclose any compensatory arrangements or severance terms related to the separation.
T. Rowe Price OHA Select Private Credit Fund 8-K neutral materiality 5/10

28-05-2026

T. Rowe Price OHA Select Private Credit Fund declared May 2026 regular distributions of $0.2000 gross per share for Class I, S, and D common shares, with net distributions after fees ranging from $0.1815 (Class S) to $0.2000 (Class I). As of April 30, 2026, the fund reported aggregate NAV of $1,625.2 million and NAV per share of $26.10, with a debt-to-equity ratio of 0.91x. The fund continues its continuous offering of up to $2.5 billion in shares, having issued approximately 61.1 million total shares for $1,666.4 million through May 1, 2026.

  • · The debt-to-equity ratio of the fund is approximately 0.91 times as of April 30, 2026, with $1,478.6 million in principal debt outstanding against $1,625.2 million in NAV.
  • · Regular distributions are payable on or about June 30, 2026 to shareholders of record as of May 29, 2026.
  • · The fund continues selling shares on a monthly basis in its continuous offering of up to $2.5 billion; the issuance data through May 1, 2026 excludes distribution reinvestment plan shares.
  • · The registrant is an emerging growth company and has elected not to use the extended transition period for complying with new or revised financial accounting standards.
Edgemode, Inc. 10-Q mixed materiality 8/10

28-05-2026

Edgemode, Inc. (EDGM) reported a net loss of $5.7M for Q1 2026, a significant improvement from a $20.9M loss in Q1 2025, driven by a $9.7M gain from the change in fair value of derivatives and a $12.9M non-cash acquisition expense. However, operating cash flow turned negative at -$571,920 versus positive $74,858 in the prior year, and total liabilities remain high at $9.8M, though down from $20.1M at year-end 2025. The company's accumulated deficit widened to $70.8M, and stockholders' equity improved to -$7.8M from -$18.8M, reflecting continued reliance on debt and equity financing.

  • · Total assets increased 50% from $1.28M to $1.91M, primarily due to $932,827 in construction in progress and a new $106,359 right-of-use asset.
  • · The company issued 400 million common shares for the exchange of options, with no net impact on equity.
  • · A $12.9M acquisition expense was recorded in Q1 2026, related to common stock options issued for a joint venture.
  • · Derivative liabilities decreased sharply from $15.4M to $3.96M, partly due to $2.57M in relief of warrant derivative liability upon exercise of warrants.
  • · Operating cash flow worsened from +$74,858 in Q1 2025 to -$571,920 in Q1 2026.
  • · Weighted average shares outstanding surged 697% to 3.11 billion, reflecting massive dilution.
  • · The company had no revenue reported for either period.
  • · A new operating lease was established with a weighted average discount rate of 7.9% and a remaining term of 1.11 years.
  • · Non-controlling interest of -$69,162 was recorded for the first time, related to the joint venture.
HYDROFARM HOLDINGS GROUP, INC. DEFA14A neutral materiality 3/10

28-05-2026

Hydrofarm Holdings Group, Inc. filed a DEFA14A (Definitive Additional Proxy Materials) with the SEC on May 28, 2026. This filing provides additional soliciting materials related to the company's upcoming shareholder meeting and proxy vote. The filing does not contain specific financial results or operational metrics.

  • · Filing is a DEFA14A (Definitive Additional Proxy Materials) submitted to the SEC on May 28, 2026.
  • · The filing relates to soliciting material under SEC Rule 14a-12 for the company's proxy statement.
  • · No fee was required for this filing.
Keyframe Capital Partners, L.P. 13F-HR neutral materiality 3/10

28-05-2026

Keyframe Capital Partners, L.P. filed its quarterly 13F-HR with the SEC for the period ending March 31, 2026, reporting a single holding of 25,924 shares of Stem Inc. (COM NEW, CUSIP 85859N300) with sole voting and dispositive power. The filing reflects a concentrated portfolio with no other disclosed positions.

  • · The filing includes only one equity holding: Stem Inc. (CUSIP 85859N300).
  • · Keyframe Capital Partners has sole voting and dispositive power over all 25,924 shares.
  • · No other securities were reported in the filing, indicating a highly concentrated portfolio.
TPG Twin Brook Capital Income Fund 8-K neutral materiality 6/10

28-05-2026

TPG Twin Brook Capital Income Fund declared May 2026 distributions across its three share classes, with gross distributions of $0.2000 per share for all classes, resulting in net distributions of $0.2000 (Class I), $0.1818 (Class S), and $0.1947 (Class D) after shareholder servicing fees. The company reported an aggregate NAV of $2.6B as of April 30, 2026, with a fair value investment portfolio of $4.6B and debt of $2.1B, giving a debt-to-equity ratio of 0.80x. The continuous offering has raised $2.614B through May 1, 2026, representing just over half of the $5.0B maximum offering amount.

  • · NAV per share was identical at $25.2149 for all three classes as of April 30, 2026.
  • · Distributions record date is May 29, 2026, payable on or about June 26, 2026.
  • · Shareholder servicing fee for Class S is $0.0182 per share and for Class D is $0.0053 per share; Class I has no servicing fee.
  • · The offering has raised $2,614.0M (52.3% of the $5.0B maximum) through May 1, 2026.
NXG NextGen Infrastructure Income Fund DEFA14A neutral materiality 2/10

28-05-2026

NXG NextGen Infrastructure Income Fund filed DEFA14A (definitive additional proxy materials) on May 28, 2026, jointly with NXG Cushing Midstream Energy Fund. The filing contains soliciting materials for additional proxy matters. No specific financial results or quantitative data are provided in this procedural filing.

  • · Filing is DEFA14A (Definitive Additional Proxy Materials) filed under Section 14(a) of the Securities Exchange Act of 1934
  • · SEC File Numbers: 811-22499 (NXG NextGen Infrastructure Income Fund) and 811-22072 (NXG Cushing Midstream Energy Fund)
  • · Both funds share the same business address: 4925 Greenville Avenue, Suite 1310, Dallas, TX 75206
  • · NXG NextGen Infrastructure Income Fund was formerly known as Cushing NextGen Infrastructure Income Fund (name change March 27, 2020)
  • · NXG Cushing Midstream Energy Fund has undergone multiple name changes, most recently from Cushing MLP & Infrastructure Total Return Fund (March 7, 2018)
Marathon Bancorp, Inc. /MD/ 8-K neutral materiality 5/10

28-05-2026

On May 28, 2026, Marathon Bancorp, Inc. (MBBC) held a Special Meeting of Stockholders where the 2026 Equity Incentive Plan was approved by a vote of 2,024,653 in favor, 135,220 against, and 98,908 abstentions, with no broker non-votes. The plan provides for stock-based awards to officers, employees, and directors of the company and its subsidiary Marathon Bank. No departures or officer changes were reported in this filing.

  • · The 2026 Equity Incentive Plan was approved by stockholders at a Special Meeting on May 28, 2026.
  • · The plan covers officers, employees, and directors of Marathon Bancorp and its subsidiary Marathon Bank.
  • · The proxy statement detailing the plan was filed with the SEC on April 24, 2026.
  • · The plan document is filed as Exhibit 10.1 to this 8-K.
First National Master Note Trust 8-K positive materiality 8/10

28-05-2026

First National Master Note Trust issued $500M Class A, $67.308M Class B, and $73.718M Class C Series 2026-1 Asset Backed Notes on May 28, 2026. Net proceeds from Class A Notes after underwriting discounts and expenses were approximately $497.5M, used to purchase credit card receivables from FNBO. The Class B and C Notes were sold privately to FNBO.

  • · The Class A Notes were issued under a Registration Statement on Form SF-3 (File No. 333-288012) declared effective on August 8, 2025.
  • · The Class B and C Notes were sold without registration under the Securities Act in reliance on Section 4(2) exemption.
  • · Underwriters for Class A Notes were J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, and BMO Capital Markets Corp.
  • · Net proceeds from Class A Notes were used to purchase credit card receivables from FNBO.
  • · No proceeds were used for payments to directors, officers, or 10%+ owners of the Issuer.
OCEANFIRST FINANCIAL CORP 8-K neutral materiality 5/10

28-05-2026

OceanFirst Financial Corp. held its 2026 Annual Meeting on May 27, 2026, where stockholders approved the 2026 Stock Incentive Plan and ratified Deloitte & Touche LLP as the independent auditor for fiscal year 2026. All 13 director nominees were elected, and the advisory vote on executive compensation passed. However, the 2026 Stock Incentive Plan received notable opposition with 2,757,137 votes against and 888,986 abstentions, representing about 8.0% of votes cast against the plan.

  • · The advisory vote on executive compensation passed with 42,473,812 votes for, 1,816,614 against, and 1,005,483 abstentions.
  • · Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2026 received 49,515,766 votes for, 205,551 against, and 1,040,969 abstentions.
  • · The 2026 Stock Incentive Plan was approved with 41,649,786 votes for, 2,757,137 against, and 888,986 abstentions.
  • · All 13 director nominees were elected with votes for ranging from 43,541,230 to 44,642,369.
  • · Broker non-votes totaled 5,466,377 on all director elections and matters 1-3, but were not applicable on matter 4 (auditor ratification).
Golub Capital Private Credit Fund 8-K neutral materiality 3/10

28-05-2026

Golub Capital Private Credit Fund filed an 8-K on May 28, 2026, disclosing its quarterly update for the first calendar quarter of 2026 under Regulation FD. The filing includes the quarterly update as Exhibit 99.1, which is furnished but not filed for SEC liability purposes. No specific financial figures or performance metrics are provided in the 8-K itself.

  • · The quarterly update covers the first calendar quarter of 2026.
  • · The 8-K was signed by Paul Solini, Chief Accounting Officer.
  • · The filing is furnished under Item 7.01 (Regulation FD Disclosure) and Item 9.01 (Financial Statements and Exhibits).
  • · The company is incorporated in Delaware and has its principal executive offices at 200 Park Avenue, 25th Floor, New York, NY 10166.
Target Hospitality Corp. 8-K neutral materiality 6/10

28-05-2026

Target Hospitality Corp. announced a registered public offering of 7,000,000 shares of common stock at $17.00 per share by selling stockholders (entities controlled by TDR Capital LLP). The company will not receive any proceeds. Underwriters have a 30-day option to purchase up to an additional 1,050,000 shares.

  • · The offering is registered under the Securities Act via Form S-3 (Registration No. 333-230795) initially filed April 10, 2019.
  • · The Underwriting Agreement includes customary representations, warranties, indemnification, and contribution provisions.
  • · Press releases announcing the launch and pricing were issued on May 27 and May 28, 2026, respectively.
California BanCorp \ CA 8-K neutral materiality 3/10

28-05-2026

California BanCorp declared a regular quarterly cash dividend of $0.10 per share, payable on July 15, 2026, to shareholders of record as of June 23, 2026. This filing primarily covers the dividend announcement and does not include financial results or period-over-period comparisons.

  • · Dividend payable on July 15, 2026
  • · Record date: June 23, 2026
  • · Bank operates 14 branch offices, including 11 commercial banking offices in California
  • · Bank established in 2001, headquartered in Del Mar, California
Functional Brands Inc. 8-K negative materiality 7/10

28-05-2026

Functional Brands Inc. (MEHA) announced the adjournment of its Special Meeting of Stockholders, originally scheduled for May 28, 2026, due to insufficient shares present to constitute a quorum. The meeting has been reconvened to June 1, 2026, to allow additional time for proxy solicitation. The company faces a risk of not obtaining stockholder approval for the proposals, which are related to a potential asset acquisition of BullionFX.

  • · The Special Meeting was adjourned due to lack of quorum; no proposals were voted on.
  • · The reconvened meeting is scheduled for June 1, 2026, at 10:00 a.m. Pacific Time (1:00 p.m. Eastern Time), held virtually via webcast.
  • · Record date remains April 16, 2026; no changes to proposals.
  • · The company's proxy solicitor is Lioness Consulting LLC (1-877-672-7073).
  • · The filing references a potential asset acquisition of BullionFX, subject to stockholder approval and other conditions.
  • · Forward-looking statements highlight risks including inability to obtain quorum or stockholder approval, regulatory approvals, and significant dilution to stockholders.

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