S&P 500 Consumer Staples Sector SEC Filings — May 27, 2026

USA S&P 500 Consumer Staples

By Gunpowder Editorial ·

19 high priority 31 medium priority 50 total filings analysed

Executive Summary

The 50 filings for the S&P 500 Consumer Staples stream reveal a sector bifurcated between defensive stability and operational restructuring. While core consumer names like **Movado Group** show robust top-line growth (8.1% YoY) and margin expansion (+320 bps), others like **Monro, Inc.** are navigating significant store closures and sales declines (-7.2% YoY) to improve profitability.

A key theme is capital discipline, with **Movado** raising its dividend by 14% and **Molson Coors** executing a $2.5B debt refinancing, contrasting with **Nature's Miracle**'s near-total revenue collapse (96% YoY). Notable activist resolution at **lululemon** with founder Chip Wilson adds a governance catalyst. The most material event is the $3.8B SPAC merger for solid-state battery developer **ProLogium**, signaling a major bet on next-gen energy storage. Overall, the sector presents a 'show-me' story where cost-cutting and balance sheet management are driving near-term results, while top-line growth remains uneven and heavily dependent on specific product cycles and foreign exchange.

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

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

Tracking the trend? Catch up on the prior S&P 500 Consumer Staples Sector SEC Filings digest from May 26, 2026.

Investment Signals (10)

  • Net sales grew 8.1% YoY to $142.4M, operating income surged 2,233% YoY to $7.0M, and the Board approved a 14% dividend increase to $0.40/share, signaling strong cash flow and management confidence

  • Resolved proxy contest with founder Chip Wilson (~8.7% stake) via cooperation agreement, adding two new independent directors and a third by Oct 1, 2026, removing a key overhang and providing a clear path for incoming CEO

  • Record Q1 FY2027 revenue of $2.418B (+28% YoY), guided Q2 revenue of $2.7B (+35% YoY), and raised FY2027/2028 outlook driven by AI demand, with recent acquisitions of Celestial AI and XConn

  • Data Centers segment net sales surged 43.1% YoY to $2,062M, driving total company revenue up 23.2% to $3.18B, though a $116M pension charge depressed net earnings

  • Received final German regulatory clearance for its €11.00/share takeover of Klöckner & Co SE, with closing expected June 3, 2026, a near-term catalyst for value realization

  • Full-year comparable store sales turned positive (+1.4%) for the first time in three years, and operating income surged 59.4% to $20.0M despite a 3.2% sales decline, demonstrating successful cost restructuring

  • Net loss narrowed 86% YoY to $5.2M from $37.8M, driven by a 20% reduction in operating expenses, but revenue declined 7.6% to $73.4M, and cash burn continues

  • Revenue collapsed 96% YoY to just $41.6k, cash reserves dropped 50% to $45.7k, and the company has a $9.3M stockholders' deficit, indicating severe operational distress

  • Declared a $0.10/share quarterly dividend, maintaining shareholder returns, but no financial results were provided in the filing, offering limited insight

  • Filed a 10-K/A confirming NYSE listing of common stock (MO) and two debt tranches (MO27, MO31), a routine procedural filing with no financial updates

Risk Flags (10)

  • Previously issued financial statements for three quarters in 2025 are unreliable due to GAAP non-compliance, including mis-timed legal fees and improper revenue recognition; restatement expected by June 30, 2026

  • Revenue collapsed 96% YoY to $41.6k, cash used in operations increased to $1.6M, and cash reserves fell to just $45.7k, with a $9.3M stockholders' deficit, suggesting imminent liquidity crisis

  • FINRA arbitration claim from Craft Capital Management seeking an $880,000 success fee plus warrants and late fees related to a prior $11M private placement, creating material financial uncertainty

  • Q4 sales down 7.2% YoY to $273.8M, driven by closure of 145 underperforming stores and a 2.4% decline in comparable store sales, with no FY2027 guidance provided

  • Non-binding advisory vote on merger compensation was rejected by 59.8% of votes cast, indicating significant shareholder dissatisfaction with executive pay despite overwhelming merger approval (99.8%)

  • Funding limitation reached for Q1 2026 share repurchases, with remaining requests prorated at only ~1.3%, signaling insufficient cash flow from operations

  • The ProLogium merger is contingent on TDAC having at least $250M of Available Cash at closing, and the proxy warns that failure to complete the business combination would result in liquidation and warrants expiring worthless

  • Inventories increased sharply by 15% sequentially, and the company noted Q1 results benefited from one-time replenishment shipments, with net sales growth expected to moderate in Q2

  • Director Kathryn Girten received 12.9% withheld votes at the annual meeting, indicating notable shareholder dissatisfaction despite overall merger approval

  • Director Kapila K. Anand received 19.6% against votes at the annual meeting, suggesting governance concerns among a significant minority of shareholders

Opportunities (10)

  • 14% dividend increase to $0.40/share, combined with 8.1% revenue growth and 388% net income surge, offers a compelling total return story for income-focused investors

  • Cooperation agreement with founder Chip Wilson removes a key overhang, adds fresh board perspectives (Laura Gentile, Marc Maurer), and provides a clear runway for incoming CEO Heidi O’Neill, potentially unlocking shareholder value

  • Record revenue (+28% YoY), raised FY2027/2028 guidance driven by AI demand, and strategic acquisitions (Celestial AI, XConn) position the company as a key beneficiary of the AI buildout

  • Data Centers segment revenue grew 43.1% YoY to $2.06B, now 65% of total revenue, with the pension charge being a one-time non-cash item, making the underlying earnings power attractive

  • The €11.00/share cash offer for Klöckner & Co SE is expected to close on June 3, 2026, with all regulatory conditions satisfied, offering a near-term arbitrage opportunity

  • Full-year comparable store sales turned positive for the first time in three years, and operating income surged 59.4% despite sales decline, suggesting the store closure and cost-cutting strategy is gaining traction

  • Merger with ProLogium at $3.8B valuation offers exposure to solid-state battery technology with 360 Wh/kg energy density and zero thermal runaway risk, though SPAC risks remain

  • Issued $1.846B in new senior notes to repay $2.5B in maturing 2026 notes, extending debt maturities and locking in favorable rates, improving balance sheet flexibility

  • Promoted Dave Pauli to COO and Dan Klun to CFO, both long-tenured executives, signaling operational continuity and a focus on execution, with Q2 tracking in line with expectations

  • New credit agreement specifically addresses the pending Acute Care Disposition, suggesting a strategic pivot and potential for value creation as the company streamlines operations

Sector Themes (6)

  • Consumer Staples Restructuring

    Companies like **Monro** (145 store closures) and **Modine** (pension termination) are aggressively restructuring to improve profitability, with Monro's operating income surging 59.4% despite a 3.2% sales decline, showing cost-cutting can drive earnings even in a low-growth environment.

  • Capital Allocation Discipline

    Dividend increases (**Movado** +14%) and debt refinancing (**Molson Coors** $2.5B, **National Fuel Gas** $300M) are prevalent, indicating a focus on shareholder returns and balance sheet optimization over aggressive reinvestment.

  • Uneven Top-Line Growth

    Revenue performance is highly bifurcated: **Marvell** (+28% YoY) and **Modine** (+23.2% YoY) show strong growth driven by AI/data centers, while **Monro** (-7.2% QoQ) and **Nature's Miracle** (-96% YoY) face significant headwinds, highlighting the importance of product cycle and end-market exposure.

  • Activist Engagement and Governance

    **lululemon**'s cooperation agreement with founder Chip Wilson and **Stellar Bancorp**'s shareholder dissent on merger compensation (59.8% against) indicate heightened shareholder activism and governance scrutiny in the sector.

  • SPAC Activity Resurgence

    The **Translational Development Acquisition Corp.** merger with **ProLogium** at a $3.8B valuation, alongside the **Stellar Bancorp** merger approval, suggests a renewed appetite for SPAC and M&A transactions, though execution risks remain high.

  • Liquidity and Cash Burn Concerns

    Several companies face liquidity challenges: **Nature's Miracle** (cash down to $45.7k), **Procaccianti Hotel REIT** (share repurchase suspension), and **MoneyHero** (cash down 26.7% YoY), underscoring the importance of cash flow analysis in the current environment.

Watch List (8)

  • Company expects net sales growth to moderate in Q2 after benefiting from one-time replenishment shipments; watch for inventory normalization and margin sustainability [Next earnings: ~Aug 2026]

  • Acquisition of Klöckner & Co SE expected to close on June 3, 2026; monitor for integration updates and potential synergies [June 3, 2026]

  • Targeted for June 25, 2026, where new directors will be appointed; watch for any further activist developments or strategic updates [June 25, 2026]

  • SPAC merger with ProLogium requires shareholder approval and at least $250M cash at closing; watch for redemption trends and regulatory approvals [H2 2026]

  • Company is not providing FY2027 guidance; watch for any future updates on store closure plans and comparable store sales trends [Next earnings: ~Aug 2026]

  • Restatement of three quarterly reports expected by June 30, 2026; watch for potential regulatory action or shareholder lawsuits [June 30, 2026]

  • FINRA arbitration claim for $880,000 could materially impact the company's financial position; watch for settlement or adverse ruling [Ongoing]

  • ProLogium/Dunkirk Facility
    👁

    Construction expected in 2026, with ramp-up in Q4 2028–Q1 2029; watch for progress updates as a key milestone for the SPAC merger thesis [2026-2029]

Filing Analyses (50)
Artificial Intelligence Technology Solutions Inc. 8-K neutral materiality 3/10

27-05-2026

AITX announced that its subsidiary RAD has converted a retail security pilot into a long-term deployment, as disclosed in a press release issued on May 27, 2026. The filing provides no financial details, quantitative metrics, or period-over-period comparisons, limiting the ability to assess material impact.

  • · The filing is an 8-K under Items 8.01 and 9.01, with the press release attached as Exhibit 99.1.
  • · No financial figures, revenue impact, or deployment scale were disclosed.
  • · The press release is furnished (not filed) under the Exchange Act, limiting liability.
GOLDENWELL BIOTECH, INC. 8-K negative materiality 8/10

27-05-2026

Goldenwell Biotech, Inc. disclosed that its previously issued financial statements for the quarters ended March 31, June 30, and September 30, 2025, should no longer be relied upon due to accounting errors. The errors involve the mis-timing of $9,840 in legal fees and improper revenue recognition and prepaid fee classification related to a service contract and OTC Markets Group, Inc. The company plans to restate these financial statements by approximately June 30, 2026.

  • · The restatement will amend three quarterly reports: March 31, 2025 (add $2,280 legal fees), June 30, 2025 (add $2,200 legal fees), and September 30, 2025 (add $2,080 legal fees).
  • · Additional errors include improper timing of revenue recognition on a service contract and misclassification of prepaid fees to OTC Markets Group, Inc.
  • · The company's independent auditor, Michael Gillsepie & Associates, notified the company of the GAAP non-compliance on May 19, 2025.
  • · The company expects to complete the restatement by approximately June 30, 2026.
Worthington Steel, Inc. 8-K positive materiality 8/10

27-05-2026

Worthington Steel, Inc. (WS) announced that the German Federal Cartel Office granted merger control clearance on May 27, 2026, the final regulatory condition for its voluntary public cash takeover of Klöckner & Co SE. All conditions of the offer have been satisfied, and the acquisition is expected to close on June 3, 2026, at a cash consideration of €11.00 per share.

  • · The initial acceptance period for the Offer expired on March 26, 2026, and the Offer closed after the additional acceptance period on April 14, 2026.
  • · The German Federal Cartel Office clearance was the final Regulatory Condition required for closing.
  • · The acquisition is expected to close on June 3, 2026.
MOVADO GROUP INC 8-K mixed materiality 8/10

27-05-2026

Movado Group reported strong Q1 fiscal 2027 results with net sales increasing 8.1% to $142.4 million and operating income surging to $7.0 million from $0.3 million in the prior year. However, the company noted that first quarter results benefited from positive foreign exchange fluctuations and replenishment shipments, and it expects net sales growth to moderate in the second quarter. Additionally, the Board approved a 14% increase in the quarterly dividend to $0.40 per share, reflecting confidence in long-term prospects despite ongoing geopolitical uncertainty.

  • · Net sales increased 8.1% to $142.4 million, or 4.5% on a constant-dollar basis.
  • · U.S. net sales increased 8.7% YoY; international net sales increased 7.6% (1.6% constant-dollar).
  • · Gross profit was $81.6 million (57.3% margin) vs. $71.4 million (54.1%) in prior year.
  • · Operating expenses were $74.6 million (52.4% of sales) vs. $71.1 million (53.9%) in prior year.
  • · Adjusted operating expenses were $74.1 million (52.0% of sales) vs. $70.5 million (53.5%) in prior year.
  • · Tax provision was $1.9 million vs. $0.7 million in prior year; adjusted tax rate fell to 22.1% from 30.9%.
  • · Net income was $6.9 million ($0.30 EPS) vs. $1.4 million ($0.06 EPS) in prior year.
  • · Adjusted net income was $7.3 million ($0.32 EPS) vs. $1.9 million ($0.08 EPS) in prior year.
  • · Board approved a $0.05 increase in quarterly dividend to $0.40 per share, payable June 24, 2026 to holders of record June 10, 2026.
  • · Company repurchased 61,000 shares during Q1; $44.6 million remaining under share repurchase program.
  • · Company elected not to provide fiscal 2027 outlook due to economic and geopolitical uncertainty, including Middle East conflict.
  • · First quarter results benefited from positive foreign exchange fluctuations and replenishment shipments; net sales growth expected to moderate in Q2.
  • · Declines in the Middle East due to regional conflict were more than offset by strong performance in the U.S. and Europe.
  • · Q1 fiscal 2027 includes a $0.5 million pre-tax charge ($0.4 million after tax, $0.02 per share) related to investigation of misconduct in Dubai branch of Swiss subsidiary.
  • · Q1 fiscal 2026 included a $0.6 million pre-tax charge ($0.5 million after tax, $0.02 per share) for a corporate cost-savings initiative.
Translational Development Acquisition Corp. 425 positive materiality 9/10

27-05-2026

On May 27, 2026, Translational Development Acquisition Corp. (TDAC) entered into a definitive Business Combination Agreement with ProLogium Holding Inc., implying an approximately $3.8 billion valuation for ProLogium on a net cash-free basis. The combined company is expected to be named ProLogium Technology and list on Nasdaq under ticker PRLG. The transaction is subject to several conditions including TDAC shareholder approval, Company shareholder approval, Nasdaq listing effectiveness, and TDAC having at least $250M of Available Cash at closing. The board of directors of both companies have approved the agreement.

  • · TDAC warrants will convert to Company warrants on the same terms.
  • · The Business Combination Agreement includes a condition that TDAC must extend its deadline to consummate an initial business combination to after June 24, 2026.
  • · The Recapitalization involves a share consolidation at a Consolidation Factor equal to Per Share Equity Value divided by $10.00.
  • · Pursuant to the agreement, the Company will adopt an amended and restated memorandum and articles of association (Listing A&R AoA) effective at Closing.
  • · Representations and warranties of both parties will not survive the Second Merger Effective Time except as otherwise specified.
  • · The Company will reserve up to 2.5% of fully diluted shares for Founder IP Compensation, subject to independent valuation.
  • · The new equity incentive plan pool is capped at 12.5% of fully diluted post-Closing share capital, but limited to 6.0% until initial PIPE closing.
  • · TDAC shareholders have the right to redeem their Class A ordinary shares in connection with the shareholder vote.
  • · Non-solicitation restrictions apply to both TDAC and the Company.
  • · TDAC must have at least $5,000,001 of net tangible assets after closing and redemptions.
Translational Development Acquisition Corp. 8-K mixed materiality 9/10

27-05-2026

ProLogium, a solid-state battery developer, announced a definitive agreement to merge with SPAC Translational Development Acquisition Corp. (TDAC) at a pre-money valuation of approximately $3.8 billion. The transaction is expected to close in H2 2026, with the combined company listing on Nasdaq under ticker 'PRLG'. ProLogium has shipped over 2.4 million battery cells since 2013 and holds 1,100+ patents, but the merger is subject to shareholder and regulatory approvals, and the company faces risks including potential delays and market competition.

  • · ProLogium commercialized solid-state batteries in 2013 and delivered the world's first solid-state battery demo car with ENOVATE Motor in 2019.
  • · The 4th-generation battery features zero thermal runaway risk, 360 Wh/kg energy density (confirmed by TÜV Rheinland), and UL Solutions ARC testing verified no thermal runaway under HWS method.
  • · ProLogium's first overseas GWh-class facility in Dunkirk, France, completed environmental assessment and building permit by end of 2024; construction expected in 2026, ramp-up Q4 2028–Q1 2029, mass production Q2 2029.
  • · ProLogium received the 2026 Edison Awards Gold Award for its superfluidized all-inorganic solid-state battery technology.
  • · The transaction is subject to approval by shareholders of both ProLogium and TDAC, regulatory approvals, and other customary closing conditions.
  • · ProLogium is expanding into AI data centers, aerospace, robotics, and defense markets in addition to EVs.
MONRO, INC. 8-K mixed materiality 8/10

27-05-2026

Monro, Inc. reported a challenging Q4 FY2026 with sales down 7.2% YoY to $273.8M, driven by the closure of 145 underperforming stores and a 2.4% decline in comparable store sales. However, gross margin expanded 90 basis points to 33.9%, and net loss improved to $6.6M from $21.3M in the prior year. For the full fiscal year, comparable store sales increased 1.4% (first positive in three years), but adjusted diluted EPS fell to $0.42 from $0.48, and the company is not providing FY2027 guidance.

  • · Comparable store sales by category in Q4: front end/shocks +1%, brakes -1%, maintenance services -2%, tires -2%, batteries -3%, alignments -4%.
  • · Q4 operating loss improved to $5.2M from $23.8M in prior year; adjusted operating loss was $2.6M vs adjusted operating income of $1.4M in prior year.
  • · Full year operating income was 1.7% of sales vs 1.1% in prior year; adjusted operating income was 3.1% vs 3.4%.
  • · Q4 interest expense decreased to $4.1M from $4.4M due to lower weighted average debt.
  • · Q4 income tax benefit was $2.6M (effective rate 28.6%) vs $6.8M (24.3%) in prior year.
  • · Diluted loss per share Q4: $(0.23) vs $(0.72) prior year; adjusted diluted loss per share $(0.16) vs $(0.09).
  • · Full year diluted EPS: $0.03 vs $(0.22) prior year; adjusted diluted EPS $0.42 vs $0.48.
  • · First quarter FY2027 cash dividend of $0.28 per share approved, payable June 16, 2026 to shareholders of record June 2, 2026.
  • · Company is not providing fiscal 2027 financial guidance.
  • · Earnings conference call scheduled for May 27, 2026 at 8:30 a.m. ET.
G III APPAREL GROUP LTD /DE/ 8-K neutral materiality 3/10

27-05-2026

G-III Apparel Group, Ltd. announced a quarterly cash dividend of $0.10 per share, declared by its Board of Directors on May 26, 2026. The dividend will be paid on July 8, 2026 to shareholders of record as of June 22, 2026. No financial results or period-over-period comparisons were provided in this filing.

  • · Dividend record date: June 22, 2026
  • · Dividend payment date: July 8, 2026
  • · Filing type: 8-K (Items 8.01 and 9.01)
  • · No financial statements or pro forma information were included
ONCOR ELECTRIC DELIVERY CO LLC 8-K neutral materiality 7/10

27-05-2026

Oncor Electric Delivery Company LLC issued €850 million aggregate principal amount of 4.55% Junior Subordinated Notes due 2056, with net proceeds of approximately €839.8 million (US$974.3 million) for general corporate purposes, including repaying commercial paper. The notes are subordinated and unsecured, and the interest rate will reset periodically. The all-in U.S. dollar fixed-rate coupon is 5.98535% through cross-currency swaps.

  • · The notes mature on November 26, 2056.
  • · Interest is payable annually on November 26, starting November 26, 2026.
  • · The notes are subordinated to all existing and future senior indebtedness and effectively subordinated to secured indebtedness and structurally subordinated to subsidiary liabilities.
  • · Oncor may redeem the notes at 100% of principal plus accrued interest from August 28, 2031 to the First Interest Reset Date and on any interest payment date thereafter.
  • · The notes were sold to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.
  • · The notes have been admitted to trading on the Global Exchange Market of Euronext Dublin.
MoneyHero Ltd 20-F/A mixed materiality 8/10

27-05-2026

MoneyHero Ltd reported a significantly narrowed net loss of $5.2M in FY2025, compared to a $37.8M loss in FY2024, driven by a 20% reduction in operating expenses and a favorable swing in foreign exchange differences. However, revenue declined 7.6% to $73.4M from $79.5M, and cash and cash equivalents fell 26.7% to $31.2M, reflecting ongoing cash burn from operations.

  • · Cost of revenue decreased 19.3% YoY to $37.3M (FY2025) from $46.2M (FY2024).
  • · Advertising and marketing expenses decreased 19.8% YoY to $17.3M from $21.6M.
  • · Technology costs decreased 59.4% YoY to $3.0M from $7.4M.
  • · Employee benefit expenses decreased 32.9% YoY to $16.2M from $24.2M.
  • · General, administrative and other operating expenses decreased 32.9% YoY to $10.4M from $15.5M.
  • · Net foreign exchange gain of $4.8M in FY2025 vs a loss of $4.8M in FY2024.
  • · Net cash used in operating activities improved to $10.2M (FY2025) from $24.9M (FY2024).
  • · Accounts receivable increased 38.5% to $18.7M at Dec 31, 2025 from $13.5M at Dec 31, 2024.
  • · Contract assets increased 51.4% to $17.9M from $11.8M.
  • · Accounts and other payable increased 15.6% to $34.9M from $30.2M.
MOLSON COORS BEVERAGE CO 8-K neutral materiality 7/10

27-05-2026

Molson Coors Beverage Company issued $1.0 billion in U.S. dollar-denominated senior notes (4.900% due 2031 and 5.500% due 2036) and C$500 million in Canadian dollar-denominated senior notes (4.300% due 2033) in concurrent offerings. Net proceeds of approximately $1,846 million will be used for general corporate purposes, including repayment of $2.0 billion 3.00% Senior Notes due 2026 and C$500 million 3.44% Senior Notes due 2026. The notes are senior unsecured obligations and rank pari passu with existing unsubordinated debt.

  • · The U.S. Notes and CAD Notes are senior unsecured obligations and rank pari passu with all other unsubordinated debt.
  • · Interest on the U.S. Notes and CAD Notes is payable semi-annually on January 8 and July 8, beginning January 8, 2027.
  • · The notes are subject to customary covenants limiting additional secured indebtedness, sale and leaseback transactions, and asset sales.
  • · The company may redeem the notes at any time at applicable redemption prices.
  • · The CAD Notes were issued under a base indenture dated July 7, 2016, as supplemented by multiple supplemental indentures.
Nature's Miracle Holding Inc. 10-Q mixed materiality 7/10

27-05-2026

Nature's Miracle Holding Inc. reported a net income of $2.8M for Q1 2026, compared to a net loss of $2.0M in Q1 2025, driven primarily by a $5.1M gain on debt settlement and a $168k change in fair value of commitment shares. However, core operations weakened significantly: revenue collapsed 96% YoY from $1.1M to just $41.6k, and cash used in operating activities increased to $1.6M from $0.6M. The company's balance sheet remains strained with a $9.3M stockholders' deficit, and cash reserves dropped by half to $45.7k.

  • · Revenue collapse driven by Grow light revenue dropping from $850.9k to $35.4k (96% decline).
  • · Gross profit fell to $2.9k from $175.3k, gross margin roughly flat but on dramatically lower volume.
  • · SG&A expenses decreased 17% YoY to $1.09M from $1.31M.
  • · Gain on debt settlement of $5.07M was the primary driver of net profitability.
  • · Common shares outstanding ballooned 173% from 112.9M to 308.3M primarily due to convertible note conversions and equity line issuances.
  • · Total liabilities decreased $2.4M to $29.3M, driven by a $6.2M drop in accounts payable offset by increased long-term debt.
  • · Net cash used in operating activities was $1.6M, up from $0.6M in Q1 2025.
  • · Proceeds from long-term loan borrowing of $4.98M provided financing, partially offset by $2.77M in short-term loan repayments.
Marvell Technology, Inc. 8-K positive materiality 9/10

27-05-2026

Marvell Technology reported record Q1 FY2027 revenue of $2.418B, up 28% YoY, with non-GAAP EPS of $0.80. However, GAAP net income was only $34.5M ($0.04 per share) due to acquisition-related costs. The company guided Q2 revenue of $2.7B (+35% YoY) and raised its FY2027 and FY2028 outlook driven by AI demand.

  • · Completed acquisitions of Celestial AI (Feb 2, 2026) and XConn (Feb 10, 2026).
  • · Q1 GAAP gross margin 52.1%, non-GAAP gross margin 58.9%.
  • · Q1 GAAP diluted EPS $0.04, non-GAAP diluted EPS $0.80.
  • · Q2 guidance: GAAP gross margin 52.1%-53.1%, non-GAAP gross margin 58.25%-59.25%.
  • · Q2 GAAP diluted EPS guidance $0.37 +/- $0.05, non-GAAP diluted EPS $0.93 +/- $0.05.
  • · Non-GAAP tax rate of 11.0% applied in Q1.
  • · Series A Convertible Preferred Stock issued on March 31, 2026, affecting EPS calculation under two-class method.
FIDELITY SELECT PORTFOLIOS DEFA14A neutral materiality 3/10

27-05-2026

Fidelity Select Portfolios filed a DEFA14A definitive additional proxy statement on May 27, 2026, regarding a matter pertaining to the Fidelity Advisor Health Care Fund. Shareholders are requested to vote via Broadridge Financial Solutions by calling 1-888-381-8296. No financial figures or performance data are provided in this filing.

  • · Filing type is DEFA14A (Definitive Additional Materials).
  • · Filing date is May 27, 2026.
  • · Shareholders can call 1-888-381-8296 Monday-Friday 9am-10pm ET to vote.
  • · No fee required for this filing.
KKR Private Equity Conglomerate LLC 8-K neutral materiality 6/10

27-05-2026

KKR Private Equity Conglomerate LLC sold unregistered shares across four classes for total aggregate consideration of $205,379,594 in a private offering completed on May 21, 2026. Since inception in August 2023, the company has raised approximately $9,806 million through its continuous private offering, while the broader Private Equity K-Series Platform has sold interests for approximately $16,904 million since inception. The filing does not disclose any financial performance metrics, so no positive or negative trends can be assessed.

  • · The share sale was exempt from registration under Section 4(a)(2), Regulation D, and/or Regulation S of the Securities Act of 1933.
  • · The final number of shares was determined on May 21, 2026, with the sale occurring on May 1, 2026.
  • · The Private Equity K-Series Platform includes the Company and other KKR-managed vehicles with similar objectives, structures, and strategies.
  • · The cumulative figures do not account for any share repurchases or shares issued under distribution reinvestment plans.
lululemon athletica inc. 8-K positive materiality 8/10

27-05-2026

lululemon entered into a cooperation agreement with founder Chip Wilson (who owns ~8.7% of outstanding stock), appointing Laura Gentile (former ESPN CMO) and Marc Maurer (former Co-CEO of On) to its Board of Directors after the 2026 Annual Meeting. The agreement includes a standstill and voting provisions for ~18 months, and the company will add a third new director with apparel expertise by October 1, 2026. The settlement resolves activist pressure and provides a clear path for incoming CEO Heidi O’Neill, but no specific financial or operational performance metrics were disclosed in this filing.

  • · Chip Wilson agreed to customary standstill, non-disparagement, voting, and related provisions for approximately 18 months until 30 days prior to the nomination deadline for the 2028 annual meeting.
  • · In lieu of expense reimbursement, lululemon and Wilson agreed to a donation supporting athletics, art, and landscaping at Kitsilano Beach in Vancouver, where lululemon was founded.
  • · Laura Gentile founded espnW, ESPN's platform dedicated to women in sports, and co-founded Storied Sports LLC after leaving ESPN.
  • · Marc Maurer played a central part in On's growth from an emerging performance footwear brand into a globally recognized premium company with a strong DTC and wholesale presence, and helped complete On's public listing.
  • · The full cooperation agreement will be filed on a Form 8-K with the SEC.
ARTELO BIOSCIENCES, INC. 8-K mixed materiality 8/10

27-05-2026

Artelo Biosciences entered into an at-the-market (ATM) offering agreement with H.C. Wainwright & Co. to sell up to $6.53 million of common stock, with a 3.0% commission rate. Separately, the company disclosed a FINRA arbitration claim filed by Craft Capital Management seeking an $880,000 success fee, warrants valued at $880,000, and monthly late fees related to a prior private placement that closed on March 30, 2026, for gross proceeds of approximately $11 million. The filing highlights both a new capital-raising mechanism and a legal dispute that could result in material financial obligations.

  • · The ATM agreement was entered into on May 26, 2026, and the related shelf registration statement (Form S-3, File No. 333-295537) was declared effective by the SEC on May 19, 2026.
  • · The Sales Agent (H.C. Wainwright) may sell shares by any method permitted under Rule 415, including direct sales on Nasdaq or through a market maker.
  • · The Company may instruct the Sales Agent not to sell shares if the price is below a designated threshold.
  • · The Company may terminate the Sales Agreement at any time upon 10 business days' prior written notice; the Sales Agent may terminate upon prior written notice.
  • · The arbitration claim by Craft Capital Management was filed on April 7, 2026, and alleges breach of a right of first refusal provision in an engagement letter dated March 16, 2026, which was terminated on March 27, 2026.
  • · Craft is also seeking monthly late fees, reasonable attorneys' fees, interest, and other appropriate relief.
BlackRock Private Credit Fund 8-K positive materiality 3/10

27-05-2026

BlackRock Private Credit Fund (BDEBT) held its 2026 Annual Meeting of Shareholders on May 27, 2026, and filed the results on Form 8-K. Shareholders elected Class I Trustee nominee Eric J. Draut to the Board of Trustees with 54,507,236 votes For and 637,132 votes Withheld, and no broker non-votes. The proposal was approved, reflecting strong shareholder support for the nominee.

  • · The meeting was conducted via live Internet webcast at 10:00 a.m. Pacific Time on May 27, 2026.
  • · The definitive proxy statement was filed with the SEC on April 9, 2026.
  • · The candidate Eric J. Draut was elected to serve until the 2029 Annual Meeting or until successor is duly elected and qualifies.
  • · Shareholder approval was obtained with 98.85% of votes cast in favor (54,507,236 For out of 55,144,368 total votes cast).
Zurn Elkay Water Solutions Corp 8-K positive materiality 6/10

27-05-2026

Zurn Elkay Water Solutions announced the promotion of Dave Pauli to COO and Dan Klun to CFO, effective immediately. The company noted its second-quarter results are tracking in line with expectations, with one month remaining in the quarter. The promotions are part of a broader organizational structure aimed at driving growth and operational excellence, with President Jeff Schoon continuing to focus on strategic initiatives.

  • · Dave Pauli joined Zurn Elkay in 2012 as Assistant Corporate Controller, later served as CFO in 2024.
  • · Dan Klun joined the company in 2005 and most recently served as Vice President – Finance since 2017.
  • · Jeff Schoon joined the company in 2010 and will continue to report to the CEO.
  • · The company has more than doubled sales over the past five years while achieving record levels of profitability and cash flow.
  • · Second-quarter results are tracking in line with expectations, with one month left in the quarter; full results and second-half outlook will be discussed in late July.
lululemon athletica inc. DEFA14A neutral materiality 8/10

27-05-2026

Lululemon entered into a cooperation agreement with founder Chip Wilson on May 26, 2026, resolving a proxy contest. Under the agreement, the board will appoint two new independent directors (Laura Gentile and Marc Maurer) immediately after the 2026 annual meeting, and a third independent director with apparel expertise by October 1, 2026. The company will also support Wilson's proposal to declassify the board, with full declassification targeted for the 2028 annual meeting. In return, Wilson withdrew his director nominations and books-and-records demand and agreed to standstill and voting commitments. The agreement reflects a compromise that adds new director perspectives while maintaining board continuity, though it introduces conditional resignations for the new directors tied to the agreement's termination.

  • · The 2026 annual meeting is targeted for June 25, 2026, but must be held no later than July 11, 2026.
  • · The cooperation agreement terminates 30 calendar days before the deadline for director nominations for the 2028 annual meeting, unless earlier terminated.
  • · Wilson withdrew his December 29, 2025 director nomination notice and January 28, 2026 books-and-records demand.
  • · The company will recommend stockholders vote for the declassification proposal at the 2026 annual meeting, and if approved, will submit a binding proposal to fully declassify the board at the 2027 annual meeting, effective from the 2028 annual meeting.
  • · Each new director signed a conditional resignation that becomes effective upon termination of certain company obligations to Wilson or the termination date of the agreement.
  • · The third new director's appointment requires Wilson's approval (not to be unreasonably withheld).
HONEYWELL INTERNATIONAL INC 8-K mixed materiality 6/10

27-05-2026

Honeywell International Inc. held its Annual Meeting of Shareowners on May 22, 2026, where all 12 director nominees were elected, and shareholders approved the compensation of named executive officers, the appointment of Deloitte & Touche LLP as independent accountants, and a Reverse Stock Split Proposal. However, a shareholder proposal for the right to act by written consent was not approved, receiving only 152.9 million votes in favor versus 323.1 million against.

  • · The meeting was held on May 22, 2026, and the proxy statement was dated April 10, 2026.
  • · All director nominees received substantial support, with the lowest 'For' votes being 442,320,024 for D. Scott Davis.
  • · The Reverse Stock Split Proposal passed with 533,779,509 votes in favor (approximately 97.8% of votes cast).
  • · The shareholder proposal on written consent failed, with only 152,897,633 votes in favor versus 323,102,671 against.
  • · Broker non-votes totaled 66,560,788 for all director elections and the executive compensation and written consent proposals.
JPMORGAN CHASE & CO 8-K neutral materiality 5/10

27-05-2026

JPMorgan Chase & Co. announced the redemption of all 2,000,000 outstanding depositary shares representing its Series KK Preferred Stock (3.65% Fixed-Rate Reset Non-Cumulative) on June 1, 2026. The redemption is pursuant to optional provisions, with a liquidation preference of $10,000 per share. No financial results or period-over-period comparisons are included in this filing.

  • · Redemption date is June 1, 2026.
  • · Press release dated May 27, 2026 is attached as Exhibit 99.1.
  • · Series KK Preferred Stock has a par value of $1.00 per share and liquidation preference of $10,000 per share.
  • · The redemption is optional under the governing documents.
BlackRock Direct Lending Corp. 8-K positive materiality 3/10

27-05-2026

BlackRock Direct Lending Corp. held its 2026 Annual Meeting of Shareholders on May 27, 2026, where shareholders unanimously elected four directors—Eric J. Draut, Karen L. Leets, Maureen K. Usifer, and Philip Tseng—to serve until the 2027 Annual Meeting. Each director received 29,076,852 votes in favor with zero withheld votes and no broker non-votes, reflecting full shareholder support. The meeting had no other proposals or negative outcomes.

  • · The meeting was conducted via live Internet webcast at 10:30 a.m. Pacific Time on May 27, 2026.
  • · The definitive proxy statement was filed with the SEC on April 9, 2026.
  • · Record date for voting was March 30, 2026, with 29,173,775 shares outstanding.
  • · All four directors were elected unanimously with no votes withheld and no broker non-votes.
Stellar Bancorp, Inc. 8-K mixed materiality 9/10

27-05-2026

Stellar Bancorp, Inc. held a special meeting on May 27, 2026, where shareholders approved the merger with Prosperity Bancshares, Inc. with 39,209,984 votes for, 59,317 against, and 58,567 abstentions. However, on a non-binding advisory basis, shareholders did not approve the compensation related to the merger, with 15,683,085 votes for and 23,385,406 against, indicating significant shareholder dissent on executive pay.

  • · The merger proposal received overwhelming support with 99.8% of votes cast in favor.
  • · The non-binding advisory merger compensation proposal was rejected by approximately 59.8% of votes cast.
  • · The special meeting was held on May 27, 2026, with a record date of April 10, 2026.
  • · The proposal to adjourn or postpone the meeting was not voted upon because sufficient votes were present to approve the merger.
Advisors' Inner Circle Fund III DEF 14A neutral materiality 6/10

27-05-2026

A Joint Special Meeting of Shareholders of the First Foundation Fixed Income Fund and First Foundation Total Return Fund is scheduled for July 10, 2026, to vote on a new investment sub-advisory agreement with First Foundation Advisors. The meeting is required because the all-stock merger of First Foundation Inc. into FirstSun Capital Bancorp (closed April 1, 2026) triggered a change of control under the 1940 Act, automatically terminating the prior sub-advisory agreement. The Board unanimously recommends voting FOR the new agreement, which has the same sub-advisory fee and substantially identical terms as the prior agreement, and no changes to fund objectives, strategies, or portfolio managers are expected.

  • · Record date for voting is May 8, 2026.
  • · Meeting will be held at SEI Investments, One Freedom Valley Drive, Oaks, PA 19456 at 11:00 a.m. Eastern time.
  • · The all-stock merger was announced on October 27, 2025, and closed on April 1, 2026.
  • · The Interim Sub-Advisory Agreement became effective on the Closing Date (April 1, 2026) and lasts up to 150 days.
  • · If the New Sub-Advisory Agreement is not approved, the Board may resubmit it or consider other alternatives.
  • · Proxy solicitation costs of approximately $25,129 will be borne by First Foundation.
  • · Shareholders can vote by mail, Internet, telephone, or in person.
  • · Proxy solicitor EQ Fund Solutions can be reached at (800) 820-2416.
Wheeler Real Estate Investment Trust, Inc. 8-K neutral materiality 4/10

27-05-2026

Wheeler Real Estate Investment Trust, Inc. exchanged 15,157 shares of Series D Preferred Stock and 30,314 shares of Series B Preferred Stock for 757,850 shares of common stock with three unaffiliated holders on May 21, 2026. The company received no cash proceeds, and the exchanged preferred shares were retired and cancelled. The transaction was conducted under Section 3(a)(9) exemption from registration.

  • · The exchange ratio was fifty shares of common stock for two shares of Series B Preferred Stock and one share of Series D Preferred Stock.
  • · The exchanged preferred shares have been retired and cancelled.
  • · The transaction was exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as no commission or remuneration was paid for soliciting the exchange.
BlackRock TCP Capital Corp. 8-K positive materiality 3/10

27-05-2026

BlackRock TCP Capital Corp. (TCPC) held its 2026 Annual Meeting of Stockholders on May 27, 2026, where shareholders elected six directors to the Board. All six nominees—Eric J. Draut, Karen L. Leets, Andrea L. Petro, Maureen K. Usifer, John R. Baron, and Philip Tseng—were elected with strong support, receiving between 25.7 million and 26.0 million votes each, while withheld votes ranged from 6.1 million to 6.4 million. The meeting had no broker non-votes, and the elected directors will serve until the 2027 Annual Meeting.

  • · The meeting was conducted via live Internet webcast at 9:00 a.m. Pacific Time on May 27, 2026.
  • · The definitive proxy statement was filed with the SEC on April 9, 2026.
  • · All six directors were elected with votes 'For' ranging from 25,675,432 (Andrea L. Petro) to 25,986,717 (Karen L. Leets).
  • · Withheld votes ranged from 6,105,444 (Karen L. Leets) to 6,416,729 (Andrea L. Petro).
  • · No broker non-votes were reported for any director.
KKR Infrastructure Conglomerate LLC 8-K neutral materiality 6/10

27-05-2026

KKR Infrastructure Conglomerate LLC disclosed the sale of approximately $194.8 million in unregistered equity securities to investors on May 1-21, 2026. The offering included 3,393,764 Class I shares for $102.9M, 2,816,180 Class S shares for $85.4M, and 211,882 Class D shares for $6.4M, all exempt under Section 4(a)(2), Regulation D, and/or Regulation S. Since inception in June 2023, the Company has raised an aggregate of approximately $7,043 million through its continuous private offering, while the broader Infrastructure K-Series Platform has raised approximately $13,659 million in total cash consideration.

  • · The offering was exempt under Section 4(a)(2), including Regulation D (accredited investors) and/or Regulation S (non-U.S. investors).
  • · Aggregate amounts disclosed do not include any share repurchases by the Company or KKR-managed vehicles, nor shares issued under any distribution reinvestment plan.
  • · The Company is an emerging growth company as defined under Rule 405 of the Securities Act.
  • · The filing date is May 27, 2026, reporting on events from May 1 and May 21, 2026.
NATIONAL FUEL GAS CO 8-K neutral materiality 6/10

27-05-2026

National Fuel Gas Company (NFG) announced on May 27, 2026, that it will redeem the entire outstanding $300,000,000 aggregate principal amount of its 5.50% Notes due October 2026. The redemption date is set for June 11, 2026, and a conditional redemption notice has been issued to noteholders. This proactive debt management move reduces future interest obligations but does not involve any new financing or operational changes.

  • · The redemption is conditional and subject to certain conditions.
  • · The redemption price will be calculated per the indenture and officer's certificate governing the Notes.
  • · The filing explicitly states it does not constitute a notice of redemption for any of the Notes.
Richmond Mutual Bancorporation, Inc. 8-K positive materiality 8/10

27-05-2026

Richmond Mutual Bancorporation, Inc. (RMBI) held its Annual Meeting on May 27, 2026, where stockholders approved all five proposals, including the merger with Farmers Bancorp (Frankfort, Indiana) and the issuance of shares. The merger proposal received overwhelming support with 6,608,986 votes for and only 106,010 against, while the advisory vote on executive compensation also passed with 6,161,703 votes for. However, director Kathryn Girten received a notable 863,988 withheld votes (12.9% of votes cast), indicating some shareholder dissent.

  • · The merger agreement was dated November 11, 2025.
  • · The record date for voting was March 23, 2026.
  • · Broker non-votes totaled 1,668,371 on all proposals except the auditor ratification (which had no broker non-votes).
  • · The adjournment proposal was approved but not needed as the merger proposal passed.
  • · The annual meeting was held on May 27, 2026.
Translational Development Acquisition Corp. DEF 14A mixed materiality 8/10

27-05-2026

Translational Development Acquisition Corp. (TDACW) filed a DEF 14A proxy statement on May 27, 2026, seeking shareholder approval to extend the deadline to complete an initial business combination beyond the current Deadline Date, with potential extensions up to June 24, 2027, supported by sponsor deposits of up to $200,000 per month. The filing details redemption rights for public shareholders in connection with the extension, but warns that even if approved, there is no assurance a business combination will be consummated, and failure to do so would result in liquidation and warrants expiring worthless.

  • · The initial shareholders have waived their rights to participate in any liquidation distribution with respect to Founder Shares.
  • · If the Extension Amendment is not approved and no business combination is completed, the company will redeem Public Shares and dissolve/liquidate, with warrants expiring worthless.
  • · Shareholders are not being asked to vote on the Proposed Business Combination at this Extraordinary General Meeting; a separate vote will occur later.
  • · The Sponsor is not obligated to fund the Trust Account for extensions; if some affiliates decide to extend, they may deposit the entire required amount.
  • · U.S. federal income tax treatment of redemptions depends on whether the redemption qualifies as a sale under Section 302 of the Code or as a distribution under Section 301.
  • · The company may not be able to distribute Trust Account proceeds due to claims of creditors that may take priority over public shareholders.
Netskope Inc DEFA14A neutral materiality 3/10

27-05-2026

Netskope Inc. filed DEFA14A definitive additional proxy materials for its 2026 Annual Meeting scheduled for July 7, 2026. The filing notifies stockholders of proposals including the election of Class I directors Sanjay Beri and Arif Janmohamed, and ratification of KPMG LLP as independent auditor for fiscal year ending January 31, 2027. The board recommends voting 'For' all proposals, with voting deadline set for July 6, 2026.

  • · Annual Meeting date: July 7, 2026 at 11:00 a.m. Pacific Time, held virtually at www.virtualshareholdermeeting.com/NTSK2026
  • · Voting deadline: July 6, 2026 at 11:59 PM ET
  • · Stockholders can request paper/email copies of proxy materials by June 23, 2026
  • · Control number required for voting; available on the notice
  • · Filing is definitive additional materials (not preliminary or definitive proxy statement)
Elanco Animal Health Inc 8-K neutral materiality 3/10

27-05-2026

Elanco Animal Health held its 2026 annual meeting on May 21, 2026, where shareholders elected all director nominees, ratified Ernst & Young as auditor, and approved executive compensation in a non-binding vote. All proposals passed with majority support, though director Kapila K. Anand received significant against votes (19.6% of votes cast excluding broker non-votes).

  • · Broker non-votes totaled 15,365,167 for all director elections and the say-on-pay proposal.
  • · Auditor ratification did not have broker non-votes; total votes were 483,320,658.
  • · Director Paul Herendeen received the highest for votes (441,252,058) among Class I nominees.
  • · Director Lawrence Kurzius received the highest for votes (442,964,897) among Class II nominees.
Netskope Inc DEF 14A neutral materiality 5/10

27-05-2026

Netskope Inc. filed a definitive proxy statement (DEF 14A) for its fiscal year 2026 annual meeting of stockholders, to be held virtually on July 7, 2026. The meeting will include the election of two Class I directors and the ratification of KPMG LLP as the independent auditor for fiscal year ending January 31, 2027. As of the record date of May 11, 2026, the company had 237,558,044 shares of Class A common stock and 166,109,471 shares of Class B common stock outstanding, with Class B shares carrying 20 votes per share versus one vote per Class A share.

  • · The annual meeting will be held virtually on July 7, 2026 at 11:00 a.m. Pacific Time via live audio webcast at www.virtualshareholdermeeting.com/NTSK2026.
  • · Stockholders of record as of May 11, 2026 are entitled to vote; each Class A share has one vote and each Class B share has 20 votes.
  • · Proposal 1: Election of two Class I directors to hold office until the 2029 annual meeting.
  • · Proposal 2: Ratification of KPMG LLP as independent auditor for fiscal year ending January 31, 2027.
  • · The Board recommends a vote 'FOR' both proposals.
  • · Quorum requires a majority of voting power of outstanding capital stock entitled to vote.
  • · Proxy materials first sent on or about May 27, 2026.
Estrella Immunopharma, Inc. DEF 14A neutral materiality 3/10

27-05-2026

Estrella Immunopharma, Inc. filed a definitive proxy statement (DEF 14A) for its Combined 2025/2026 Annual Meeting of Stockholders to be held virtually on June 29, 2026. The sole proposal is to ratify the appointment of Macias Gini & O’Connell LLP as the independent registered public accounting firm for fiscal year ending December 31, 2026. No directors are being elected as there are no Class I directors on the board.

  • · The annual meeting will be held virtually on June 29, 2026 at 10:00 a.m. Eastern Time.
  • · Record date for voting is May 20, 2026.
  • · Proxy materials are being distributed on or about May 27, 2026.
  • · Stockholders may vote by mail, Internet, telephone, or live during the virtual meeting.
  • · The meeting serves as the annual meeting for both fiscal year 2025 and fiscal year 2026.
  • · No Class I directors are on the board, so no director elections are scheduled.
TELEFLEX INC 8-K neutral materiality 7/10

27-05-2026

Teleflex Incorporated entered into a new Credit Agreement dated May 26, 2026, with a syndicate of lenders including JPMorgan Chase Bank, N.A. as Administrative Agent, establishing revolving credit facilities and other credit extensions. The agreement refinances and replaces the company's existing credit facility and contains customary covenants, representations, and events of default, with specific provisions addressing the pending Acute Care Disposition of its acute care and interventional urology businesses. The material terms include total commitments per a schedule (summarized in the agreement but specific monetary amounts not extracted in this filing excerpt), a leverage ratio covenant, and the ability to incur incremental commitments and extend maturity dates.

  • · The Credit Agreement was dated as of May 26, 2026, with a syndicate of 17 banks serving as agents and arrangers.
  • · The agreement includes a defined 'Acute Care Disposition' — the sale of Teleflex's acute care and interventional urology businesses under an Equity Purchase Agreement dated December 9, 2025 with Lotus US Bidco Inc.
  • · The facility provides for multiple currencies: US Dollars, Euro, Sterling, Swiss Francs, and Yen.
  • · The agreement contains a leverage ratio financial covenant (Section 6.09) with an 'Acquisition Holiday' provision.
  • · The New Credit Agreement terminates commitments under the company's existing credit agreement (Section 9.20).
  • · The agreement includes a guarantee from all Restricted Subsidiaries and a collateral package (pledge of equity interests).
  • · Interest rate options include ABR (Alternate Base Rate), Term SOFR, EURIBOR, TIBOR, and Daily Simple RFR rates, each subject to a floor.
GABELLI DIVIDEND & INCOME TRUST DEFA14A neutral materiality 3/10

27-05-2026

The Gabelli Dividend & Income Trust (GDV-PK) filed a DEFA14A on May 27, 2026, disclosing a text message sent to shareholders on May 26, 2026, urging them to vote ahead of the June 29, 2026 Annual Meeting. The message emphasizes long-term stewardship, disciplined portfolio management, and consistent distributions, and directs shareholders to a proxy voting hotline (1-866-206-7868) available weekdays from 9:00am to 10:00pm Eastern.

  • · The filing is a Definitive Additional Materials (DEFA14A) submitted to the SEC on May 27, 2026.
  • · The text message was sent to certain shareholders on May 26, 2026.
  • · The Annual Meeting date is June 29, 2026.
  • · Shareholders can call 1-866-206-7868 to reach a proxy voting specialist, Monday–Friday, 9:00am to 10:00pm Eastern.
  • · No fee was required for this filing.
MOVADO GROUP INC 10-Q mixed materiality 7/10

27-05-2026

Movado Group filed its Form 10-Q for the quarter ended April 30, 2026. Net sales grew 8.1% YoY to $142.4M and net income attributable to the company surged to $6.9M (up 388% from $1.4M), driven by higher gross margins and operating leverage. However, the company generated negative free cash flow after dividends and stock repurchases, inventories increased sharply by 15% sequentially, and net cash used in financing activities was $9.5M, while total assets declined slightly QoQ.

  • · Operating cash flow improved to $7.0M in Q1 FY26 from $(7.2)M in Q1 FY25.
  • · Capital expenditures were $1.2M, down from $1.5M in the prior-year quarter.
  • · Dividends paid of $7.7M and stock repurchases of $1.5M were significant uses of cash in financing activities.
  • · Accumulated other comprehensive income decreased from $110.6M (Jan 2026) to $108.7M (Apr 2026), driven by foreign currency translation losses.
  • · Total liabilities fell to $227.1M from $251.8M a year ago, a 9.8% reduction.
  • · The company held $38.3M in defined benefit plan assets (Level 3) and $55.5M in employee SERP assets.
  • · Current ratio was approximately 4.6x (current assets $514.2M / current liabilities $112.7M) as of Apr 30, 2026.
  • · Hedge derivatives liabilities increased sharply from $10K (Jan 2026) to $103K (Apr 2026), while hedge derivative assets decreased from $484K to $65K.
RAYMOND JAMES FINANCIAL INC 8-K neutral materiality 3/10

27-05-2026

Raymond James Financial, Inc. filed an 8-K on May 27, 2026, announcing its annual Analyst & Investor Day, which began at 1:00 p.m. ET and is expected to conclude at approximately 4:45 p.m. ET. The filing includes the presentation slides as Exhibit 99.1, which are furnished but not filed for SEC purposes. No specific financial results or performance metrics are disclosed in this filing.

  • · The event is scheduled from 1:00 p.m. ET to approximately 4:45 p.m. ET on May 27, 2026.
  • · The presentation slides are attached as Exhibit 99.1 and are incorporated by reference.
  • · The information is furnished under Regulation FD and is not deemed filed for SEC liability purposes.
MONRO, INC. 10-K mixed materiality 8/10

27-05-2026

Monro, Inc. reported a mixed performance for fiscal year 2026. Sales declined 3.2% to $1.157B, and comparable store product category sales showed weakness in alignments (-6%) and batteries (-9%); however, operating income surged 59.4% to $20.0M due to significant cost reductions, and diluted EPS turned positive from ($0.22) in 2025 to $0.03 in 2026 (though adjusted diluted EPS declined 12.5% to $0.42).

  • · Comparable store category sales performance varied widely: Front end/shocks +12%, Brakes +4%, Tires +2%, Maintenance Service +0%, Alignment -6%, Batteries -9%.
  • · Gross profit margin improved slightly by 10 bps to 35.0%, with occupancy costs aiding +60 bps and technician labor costs hurting -50 bps.
  • · The $19.8M reduction in OSG&A expenses was primarily driven by decreases from closed stores (-$25.1M), lower impairment charges (-$24.1M), and lower store closing costs (-$8.5M), partially offset by higher consulting costs for the Operational Improvement Plan (+$20.3M) and increased advertising costs (+$14.1M).
  • · Diluted EPS improved to $0.03 from a loss of ($0.22), but adjusted diluted EPS declined 12.5% to $0.42.
Exeter Select Automobile Receivables Trust 2026-1 8-K neutral materiality 8/10

27-05-2026

Exeter Select Automobile Receivables Trust 2026-1 closed a $384.41 million asset-backed securitization on May 27, 2026, issuing eight classes of notes secured by sub-prime automobile loan contracts. The transaction involves EFCAR as depositor, Exeter Finance as sponsor and servicer, and Citibank as indenture trustee, with the notes ranging from Class A-1 (3.978%) to Class E (7.69%). No prior-period comparisons are available as this is an initial issuance.

  • · The transaction closed on May 27, 2026, with the Purchase Agreement and related documents dated as of May 3, 2026.
  • · The Underwriting Agreement was previously filed on Form 8-K on May 21, 2026.
  • · The notes are secured by sub-prime automobile loan contracts (Receivables) and are issued under an Indenture dated May 3, 2026.
  • · The trust structure involves a two-tier arrangement: the Trust transfers Receivables to Exeter Select Holding Trust 2026-1 in exchange for 100% beneficial ownership, which is then pledged to the Indenture Trustee.
  • · The Asset Representations Reviewer is Clayton Fixed Income Services LLC.
  • · The Backup Servicer is Citibank, N.A.
  • · The Custodian is Exeter Finance LLC.
  • · The Lockbox Bank is Wells Fargo Bank, National Association.
  • · The Intercreditor Agreement and Deposit Account Control Agreement were originally dated December 9, 2022.
Federal Home Loan Bank of Chicago 8-K neutral materiality 5/10

27-05-2026

Federal Home Loan Bank of Chicago filed an 8-K on May 27, 2026, reporting the issuance of consolidated obligation bonds and discount notes on trade dates May 20 and May 22, 2026. The three bonds issued total $90 million in par value, with coupons ranging from 3.887% to 4.150% and maturities from February to December 2027. All bonds are callable by the Bank (optional principal redemption) and are joint and several obligations of the eleven Federal Home Loan Banks, not guaranteed by the U.S. government.

  • · All three bonds are Fixed Constant rate type with Optional Principal Redemption call feature.
  • · Bond CUSIP 3130BAUE5 has a European call style (redeemable only on 11/23/2026), while the other two have Bermudan call style (redeemable on specified recurring dates).
  • · Bond CUSIP 3130BAVA2 has a next call date of 8/27/2026, earlier than its next pay date of 11/27/2026.
  • · Consolidated obligations are joint and several obligations of all eleven Federal Home Loan Banks and are not guaranteed by the U.S. government.
  • · The filing excludes discount notes with maturity of one year or less issued in ordinary course of business.
CNH Equipment Trust 2026-B 8-K neutral materiality 7/10

27-05-2026

CNH Equipment Trust 2026-B publicly issued $907,680,000 in asset-backed notes across four classes (A-1, A-2a, A-2b, A-3, A-4) on May 27, 2026, under a previously filed registration statement. The issuance is backed by equipment receivables and involves multiple transaction documents with Citibank, N.A. as indenture trustee and Wells Fargo Securities, LLC, Rabo Securities USA, Inc., RBC Capital Markets, LLC, and SMBC Nikko Securities America, Inc. as lead managers. No period-over-period comparisons are available as this is a single-event issuance filing.

  • · The registration statement (File No. 333-286570) was amended twice and became effective on August 11, 2025.
  • · The Prospectus was filed under Rule 424(b)(5) on May 19, 2026.
  • · Transaction documents include Indenture, Sale and Servicing Agreement, Purchase Agreement, Administration Agreement, Asset Representations Review Agreement, Memorandum of Understanding, and Letter Agreement, all dated May 1, 2026 or May 27, 2026.
  • · The asset representations reviewer is Clayton Fixed Income Services LLC.
CASELLA WASTE SYSTEMS INC 8-K neutral materiality 5/10

27-05-2026

Casella Waste Systems announced the pricing of a remarketing of $15.0 million aggregate principal amount of New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds (Series 2014R-2). The bonds, which mature December 1, 2044, will be remarketed on June 1, 2026 at a new interest rate of 4.300% per annum for a 10-year period ending June 1, 2036. The remarketing is subject to market conditions and customary closing conditions.

  • · The bonds were originally issued under an Indenture dated December 1, 2014 and drawn down on June 2, 2016.
  • · The current interest rate period expires on May 31, 2026, triggering mandatory tender on June 1, 2026.
  • · The bonds are guaranteed by all or substantially all of the Company's subsidiaries.
  • · The bonds are not a general obligation of the Issuer nor a debt of the State of New York.
  • · The offering is limited to qualified institutional buyers under Rule 144A and the bonds are not registered under the Securities Act.
Federal Home Loan Bank of Des Moines 8-K neutral materiality 5/10

27-05-2026

Federal Home Loan Bank of Des Moines issued five new callable bonds between May 20-22, 2026, totaling $500 million in Bank Par, with maturities ranging from 2027 to 2046 and fixed constant coupon rates from 3.89% to 5.75%. The bonds feature American, Bermudan, or European redemption styles, all classified as optional principal redemption notes.

  • · All five bonds are 'Optional Principal Redemption' callable bonds, giving the Bank discretion to redeem in whole or in part on predetermined call dates.
  • · Call style breakdown: 1 American (redeemable continuously), 2 Bermudan (redeemable on specified recurring dates), 2 European (redeemable only on a single date).
  • · Longest maturity: CUSIP 3130BAUX3 (6/1/2046, 20-year, 5.75%). Shortest: CUSIP 3130BAUE5 (2/23/2027, ~9 months, 3.89%).
  • · Three bonds have call dates in November 2026 (11/23, 11/27, 11/19), one in December 2026 (12/3), and one in June 2027 (6/3).
  • · All bonds are fixed rate, constant coupon type (no step-up, step-down, or floating features).
MODINE MANUFACTURING CO 10-K mixed materiality 9/10

27-05-2026

Modine Manufacturing reported net sales of $3,181M for fiscal year 2026, up 23.2% from $2,583M in FY2025, driven by strong growth in the Data Centers segment (net sales $2,062M, +43.1% YoY). However, net earnings declined 33.9% to $123M from $186M, impacted by a $116M pension termination charge and a 190bps contraction in gross margin to 23.0%. The Performance Technologies segment saw net sales fall 2.7% to $1,132M, with gross margin declining to 18.1% from 19.8%.

  • · Restructuring expenses were $21M in FY2026, down from $28M in FY2025.
  • · Impairment charge of $4M in FY2026 (none in prior years).
  • · Loss on sale of assets of $4M in FY2026 vs. gain of $4M in FY2024.
  • · Interest expense increased to $32M in FY2026 from $26M in FY2025.
  • · Provision for income taxes was $63M in FY2026 vs. $69M in FY2025.
  • · Data Centers segment gross margin declined to 25.4% in FY2026 from 28.9% in FY2025.
  • · Performance Technologies segment gross margin declined to 18.1% in FY2026 from 19.8% in FY2025.
  • · Performance Technologies segment restructuring expenses were $12M in FY2026, down from $20M in FY2025.
  • · Data Centers segment restructuring expenses were $8M in FY2026 vs. $6M in FY2025.
  • · Key risks include raw material price increases (aluminum, copper, steel, stainless steel), tariffs, and ability to maintain production capacity for Data Centers business.
KROGER CO 8-K neutral materiality 3/10

27-05-2026

Kroger's EVP and Associate Experience Officer Timothy A. Massa announced his retirement effective fall 2026, continuing in role until September 2026 and remaining an employee through July 2027 for transition. No change to compensation, but he will not receive future equity grants. Successor to be named later.

  • · Mr. Massa will remain an employee through July 1, 2027 to assist with strategic projects.
  • · He will not be eligible for future annual equity grants.
ALTRIA GROUP, INC. 10-K/A neutral materiality 3/10

27-05-2026

Altria Group, Inc. filed a 10-K/A (Amendment No. 1) on May 27, 2026, covering the fiscal year ended December 31, 2025. The filing confirms the company's common stock and three debt securities are listed on the New York Stock Exchange. No financial performance metrics or period-over-period comparisons are provided in the extracted content.

  • · The filing is an amendment (10-K/A) to the annual report for fiscal year ended December 31, 2025.
  • · Altria's common stock trades under the symbol MO on the NYSE.
  • · Two tranches of notes are also listed on the NYSE: MO27 (2.200% due 2027) and MO31 (3.125% due 2031).
PROCACCIANTI HOTEL REIT, INC. 8-K negative materiality 6/10

27-05-2026

Procaccianti Hotel REIT, Inc. announced on May 26, 2026 that the Funding Limitation under its Share Repurchase Program was reached for Q1 2026, due to insufficient net proceeds from its DRIP. As a result, all remaining repurchase requests (excluding deceased stockholders' shares, which will be fully honored) will be prorated at approximately 1.3% of the shares requested. No repurchase requests were received for qualifying disabilities or small accounts.

  • · The Board determined the Funding Limitation was reached on May 26, 2026 for the quarter ended March 31, 2026.
  • · Deceased stockholders' shares will be repurchased in full, with no requests in the qualifying disability or small account categories.
  • · Unfulfilled repurchase requests will automatically carry over to subsequent periods unless withdrawn five business days before the next repurchase date.
Exeter Select Automobile Receivables Trust 2026-1 8-K neutral materiality 5/10

27-05-2026

Exeter Select Automobile Receivables Trust 2026-1 filed an 8-K on May 27, 2026, disclosing the retention of Morgan, Lewis & Bockius LLP as counsel and the issuance of legal opinions related to its Registration Statement on Form SF-3. The filing details the issuance of approximately $351.84 million in asset-backed notes across six classes (Class A-1 through D) with interest rates ranging from 3.978% to 6.10%, underwritten by Deutsche Bank Securities Inc., Citigroup Global Markets Inc., and Mizuho Securities USA LLC. No financial performance data or period-over-period comparisons are provided, as this is a legal and procedural filing for a new securitization transaction.

  • · The trust was formed on September 24, 2025, and the trust agreement was amended and restated on May 3, 2026.
  • · Underwriters purchased approximately 95% of each class of publicly offered notes.
  • · Legal opinions cover legality, enforceability, and tax matters for the notes.
  • · The filing includes consents from Morgan, Lewis & Bockius LLP and Richards, Layton & Finger, P.A.

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