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

USA S&P 500 Healthcare

By Gunpowder Editorial ·

17 high priority 22 medium priority 39 total filings analysed

Executive Summary

The 39 filings from the S&P 500 Healthcare sector reveal a sector bifurcated between established players showing operational discipline and early-stage entities facing existential capital and legal challenges.

Period-over-period data shows strong revenue growth at **nCino** (10.6% YoY) and **Citi Trends** (14.4% YoY), with the latter more than doubling its Adjusted EBITDA, while **Pacira BioSciences** highlights record revenues ($726.4M) and a successful proxy defense. However, significant risk is concentrated in **Pacific Oak Strategic Opportunity REIT** (facing an $80M default lawsuit), **Artelo Biosciences** (FINRA arbitration claim), and **Minerva Neurosciences** (dilutive $75M ATM offering). A major sector-defining event is the overwhelming shareholder approval (98.9% for) of **Webster Financial's** acquisition by Banco Santander, despite significant dissent on executive compensation. The most actionable forward-looking catalyst is **NewHold Investment Corp. III's** $2.4B merger with Newcleo, a nuclear technology firm with a $220M oversubscribed PIPE, offering a unique, albeit high-risk, exposure to next-gen energy. Overall, the sector shows a clear pattern of capital flowing towards de-risked, cash-flow-positive businesses while speculative, pre-revenue entities face a more challenging funding environment.

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

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

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

Investment Signals (9)

  • Pre-announced Q1 comparable store sales growth of 13.9% (23.8% on a two-year basis), with Adjusted EBITDA expected to more than double to ~$13.75M. Guidance raised for FY2026 comp sales to 8%-10% from 5%-7%, signaling strong operational momentum and consumer demand

  • nCino (BULLISH)

    Subscription revenue grew 12.2% YoY to $140.9M, and the company swung from a $1.5M operating loss to $21.1M operating income. Non-GAAP operating income surged 79% to $44.5M, demonstrating significant operating leverage and a successful shift to profitability

  • Record 2025 total revenues of $726.4M and EXPAREL volume growth of 6.2% YoY. The company successfully defended against a proxy contest, and its stock is up 31% since the 5x30 strategy launch, signaling management's strategic execution and board confidence

  • The $2.4B business combination with a pre-revenue nuclear tech firm is backed by a $220M oversubscribed PIPE at $10.00/share. The deal offers a unique, high-upside exposure to advanced nuclear energy, with a target project pipeline of 9.2 GW

  • Cintas (BULLISH)

    The pending acquisition of UniFirst is on track for H2 2026 closing. CEO explicitly stated all UniFirst employees will be retained, signaling a focus on integration and growth rather than cost-cutting, which is positive for combined revenue potential

  • Raised $25M from existing large institutional shareholders to fully fund the Cavorite X7 prototype. This insider-led capital injection signals strong conviction from the company's largest backers in the technology's path to certification

  • Phase 1 data for PBGENE-HBV showed a 1-log reduction in cccDNA and 100% pgRNA loss. While safety signals (Grade 3 ALT/AST) exist, the efficacy data is a strong proof-of-concept for a functional cure for Hepatitis B, a massive market opportunity

  • Shareholders voted 98.9% in favor of the acquisition by Banco Santander. This near-unanimous approval removes a major overhang and provides a clear, premium exit for shareholders, though the 'say-on-pay' vote (58.6% for) signals governance friction

  • Entered a deal to sell Westwood Plaza for $28.8M to a Regency Centers affiliate. The transaction, with no financing contingency and a long timeline, provides a clear path to monetize an asset and return capital

Risk Flags (9)

  • Received demand letters from Whitehawk Capital claiming two events of default under an $80M credit agreement, with interest accruing at a default rate since August 2025. A lawsuit has been filed to enjoin asset transfers. This is a high-risk credit event with potential for forced restructuring or bankruptcy

  • Entered a dilutive $6.53M ATM offering (3% commission) and faces a FINRA arbitration claim from Craft Capital Management seeking $880,000 plus warrants and fees. The combination of ongoing dilution and a material legal liability creates significant overhang

  • Entered a $75M ATM offering and extended its Phase 3 roluperidone trial by 12 weeks (results now H2 2027, relapse data H2 2028). The long timeline to data and potential for heavy dilution before any catalyst creates a poor risk/reward for near-term investors

  • The SPAC's S-1/A reveals extreme potential dilution to public shareholders, with net tangible book value per share ranging from $5.09 to $0.29 post-redemption. The lack of a target and high dilution risk makes this a highly speculative and potentially value-destructive vehicle

  • The Funding Limitation for its share repurchase program was reached, resulting in only 1.3% of requested shares being repurchased. This signals a liquidity crunch and inability to return capital, a major red flag for a REIT

  • Despite strong revenue growth, cash and cash equivalents declined 22.8% YoY to $102.8M, while total debt rose to $262.8M from $213.5M. The company is funding growth with debt, which could become a risk if growth slows or interest rates rise

  • At the annual meeting, director Chieh Huang received 19.2% withhold votes, and the auditor ratification saw 23.9% against. This level of dissent, especially on a routine auditor vote, suggests underlying governance or performance concerns

  • The annual meeting was adjourned due to lack of quorum, indicating low shareholder engagement or potential disinterest in the company's proposals. This can delay critical governance decisions and signal a disconnect with the shareholder base

  • While efficacy data was positive, the Phase 1 trial showed transient ≥Grade 3 ALT/AST abnormalities and a treatment-related SAE (hypotension) in the highest dose cohort. These safety signals could limit the therapeutic window and complicate future trial design and regulatory approval

Opportunities (8)

  • With Q1 comp sales up 13.9% and FY guidance raised, the company is executing a strong turnaround. The stock is likely undervalued relative to this new trajectory, and the upcoming Craig-Hallum conference (May 28) could provide further positive catalysts

  • The merger with Newcleo provides a rare, pure-play public market access to next-generation nuclear technology. The oversubscribed PIPE at $10.00/share provides a floor, and the 9.2 GW project pipeline offers a massive long-term growth opportunity if technology is commercialized

  • With EXPAREL exclusivity secured into 2030 and a patent estate extending to the mid-2040s, the core business is de-risked. The company expects three key pipeline data readouts at end of 2026, which could provide significant upside if positive

  • The acquisition of UniFirst is on track for H2 2026. With a combined customer base of ~1.5 million businesses, the potential for revenue and cost synergies is substantial. The CEO's commitment to retaining all staff suggests a focus on growth, not just cost-cutting

  • The company's 79% surge in non-GAAP operating income on 11% revenue growth demonstrates powerful operating leverage. As the company scales its subscription model, margins should continue to expand, making it an attractive growth-at-a-reasonable-price (GARP) candidate

  • The $28.8M sale of Westwood Plaza to a high-quality buyer (Regency Centers) with no financing contingency provides a clear path to de-lever or return capital. The long timeline (close by Aug 2027) allows for patient execution

  • The 1-log reduction in cccDNA is a clinically meaningful step towards a functional cure for Hepatitis B, a multi-billion dollar market. If safety is managed in subsequent cohorts, this could be a paradigm-shifting therapy

  • The $25M raise from existing large institutional holders fully funds the Cavorite X7 prototype. This removes near-term funding risk and aligns the company's interests with its most informed investors, creating a clear path to a value-creating milestone

Sector Themes (5)

  • Capital Flight to Quality

    The filings show a clear divergence between cash-flow-positive companies (Citi Trends, nCino, Pacira) that are raising guidance and investing in growth, and pre-revenue or distressed entities (Artelo, Minerva, Pacific Oak) that are resorting to dilutive financing or facing existential legal challenges. Investors are rewarding the former and punishing the latter.

  • M&A and Restructuring as a Dominant Theme

    The sector is seeing significant M&A activity, from the large-scale acquisition of Webster Financial by Santander to the SPAC merger of NewHold and Newcleo. This is coupled with distress-driven restructuring, as seen in Pacific Oak's default and First Trinity's governance issues, indicating a market in flux.

  • Governance and Shareholder Activism on the Rise

    The proxy contest at Pacira, the significant 'withhold' votes at Six Flags and USCB Financial, and the failed 'say-on-pay' vote at Webster all point to heightened shareholder scrutiny. Management teams are being held more accountable for performance and compensation.

  • Biotech Focus on High-Risk, High-Reward Indications

    The filings from Precision BioSciences (Hepatitis B) and Minerva Neurosciences (schizophrenia) highlight a continued appetite for developing therapies in large, underserved markets. However, the long timelines to data (2027-2028) and safety signals underscore the binary, high-risk nature of these investments.

  • Liquidity Management is Paramount

    Companies are actively managing their balance sheets, but in opposite directions. nCino is using debt to fuel growth, while Procaccianti Hotel REIT is suspending buybacks due to a lack of liquidity. The ability to access capital (e.g., New Horizon's $25M raise) is a key differentiator between winners and losers.

Watch List (8)

  • Watch for the three key pipeline data readouts expected at the end of 2026. Positive data could be a major catalyst. Also monitor the aftermath of the proxy contest for any strategic shifts.

  • The FTC review is ongoing. Watch for any antitrust concerns or required divestitures. The expected closing in H2 2026 is a key catalyst for realizing synergies.

  • Monitor the SPAC shareholder vote and the SEC registration process for the business combination. Any delays or redemptions above expectations could pressure the stock.

  • Watch for updates on the safety profile of PBGENE-HBV from the ELIMINATE-B trial, particularly regarding the Grade 3 ALT/AST abnormalities. The next data readout will be critical for the investment thesis.

  • The lawsuit with Whitehawk Capital is a critical event. Watch for court rulings on the asset transfer injunction and any restructuring or bankruptcy filings. This is a high-stakes credit event.

  • The reconvened annual meeting on June 24, 2026, is a key date. Failure to achieve a quorum again could lead to further governance complications and signal deep shareholder apathy.

  • Following the strong pre-announcement, watch for the full Q1 2026 earnings release and the company's participation at the Craig-Hallum conference on May 28 for further details on the sustainability of the sales momentum.

  • The deal has been approved, but watch for any regulatory hurdles and the final closing timeline. The significant dissent on executive compensation (58.6% for) could lead to further shareholder actions.

Filing Analyses (39)
Futurewave Acquisition Corp S-1/A mixed materiality 8/10

27-05-2026

Futurewave Acquisition Corp filed an S-1/A registration statement for its initial public offering of 5,000,000 units (or 5,750,000 if over-allotment is exercised) at $10.00 per unit, with gross proceeds of $50,000,000 ($57,500,000 with over-allotment). The SPAC has no operations and no target identified, and proceeds will be held in trust. However, the offering presents significant dilution to public shareholders, with net tangible book value per share ranging from $5.09 (25% redemptions, no over-allotment) to $0.29 (maximum redemptions), and dilution per share from $2.91 to $7.71, highlighting substantial risk.

  • · The SPAC qualifies as an 'emerging growth company' under the JOBS Act, subject to reduced reporting requirements.
  • · The company was incorporated on February 16, 2026, as a Cayman Islands exempted company.
  • · The trust account will be maintained by Continental Stock Transfer & Trust Company and invested only in U.S. government treasury obligations or money market funds under Rule 2a-7.
  • · The underwriter, Polaris Advisory Partners, will receive Representative Shares equal to 3% of total ordinary shares sold in the offering.
  • · The company has no specific business combination under consideration and has not contacted any prospective target.
  • · The offering is on a firm commitment basis.
  • · The securities are expected to trade on Nasdaq under symbols FWAC (ordinary shares), FWACW (warrants), and FWACR (rights).
Pacira BioSciences, Inc. DEFA14A mixed materiality 8/10

27-05-2026

Pacira BioSciences issued a definitive additional proxy filing (DEFA14A) on May 27, 2026, urging stockholders to vote for its three board nominees (Christopher Christie, Samit Hirawat, MD, Thomas Wiggans) against a proxy contest by DOMA Perpetual Capital Management. The company highlighted record 2025 total revenues of $726.4M, GAAP net income of $7.0M, and EXPAREL volume growth of 6.2% YoY. However, the filing also reveals that DOMA's nominee Eric de Armas did not participate in interviews, and the company's stock price performance is cited as up 31% since the 5x30 strategy launch, though no specific prior-period comparison is provided for the net income or gross margins.

  • · Pacira reached a favorable EXPAREL settlement in 2025, providing full exclusivity into 2030 and a gradual capped transition through 2039.
  • · The company expanded its patent estate for EXPAREL to 21 Orange-Book listed patents across two families, with exclusivity through the mid-2040s.
  • · Pacira expects three key data readouts from its pipeline at the end of 2026.
  • · The board contacted 41 stockholders representing 97.4% of shares outstanding and engaged 11 stockholders (56.7% of shares outstanding) after the 2025 annual meeting.
  • · DOMA nominee Eric de Armas did not provide availability for an interview despite multiple requests.
  • · Pacira's board has met with DOMA 17 times since September 2023.
nCino, Inc. 10-Q mixed materiality 8/10

27-05-2026

For the three months ended April 30, 2026 (fiscal Q1 2027), nCino reported total revenue of $159.4M, up 10.6% year-over-year from $144.1M, driven by strong subscription revenue growth of 12.2% to $140.9M. Net income attributable to nCino rose sharply to $13.6M from $5.6M in the prior-year period, as the company swung from a $1.5M operating loss to $21.1M operating income. However, professional services revenue edged down 0.3% to $18.5M, total cash and restricted cash declined 22.8% to $103.1M from $133.6M, and the company recorded a $3.0M foreign currency translation loss contributing to a decline in total stockholders' equity to $970.4M from $1,055.9M at year-end.

  • · Operating expense ratio improved: total operating expenses declined 9.3% YoY to $79.8M from $88.0M, primarily driven by a 13.4% reduction in R&D spend and a 20.4% reduction in G&A spend.
  • · Goodwill remained near $1.08B, with a slight decline of $1.85M to $1,076,098, indicating no major impairment.
  • · Debt increased significantly: total debt (current + noncurrent, net) rose to $262.8M from $213.5M at year-end, after a $199.3M term loan draw partially offset by $150M in revolving credit facility repayments.
  • · Operating cash flow improved 49.9% to $81.4M from $54.3M in the prior-year quarter, driven by higher net income and favorable working capital changes.
  • · Deferred revenue grew to $225.2M (current portion) versus $210.6M at year-end, indicating strong subscription billings.
  • · Interest expense remained relatively flat at $4.5M despite higher debt balances, likely due to the timing of the new term loan draw.
  • · Foreign currency translation created a $3.0M loss in OCI (from a $1.4M gain in the prior year), reflecting adverse FX movements.
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.
NEWS CORP 8-K neutral materiality 3/10

27-05-2026

News Corp filed an 8-K on May 27, 2026, disclosing its ongoing stock repurchase program authorized up to $1 billion in aggregate of Class A and Class B common stock. The filing includes daily transaction disclosures provided to the Australian Securities Exchange (ASX) as required by ASX rules. No financial results or material changes were reported.

  • · The repurchase program covers up to $1 billion in aggregate of Class A and Class B common stock.
  • · Daily transaction disclosures are provided to the ASX under ASX rules.
  • · The filing includes forward-looking statements regarding the intent to repurchase shares from time to time.
  • · No financial statements or material operational changes were included in this filing.
INTERNET SCIENCES INC. 8-K neutral materiality 3/10

27-05-2026

On May 18, 2026, Director Debra Bigman informed Internet Sciences Inc. that she will not stand for re-election at the 2026 Annual Meeting of Shareholders, with her term expiring at that meeting. The departure is not due to any disagreement with the company regarding operations, policies, or practices. No financial impact or other material changes were disclosed.

  • · Debra Bigman's current term expires at the 2026 Annual Meeting of Shareholders.
  • · The filing was signed by CEO Lynda Chervil on May 26, 2026.
  • · Internet Sciences Inc. is an emerging growth company and has not elected to use the extended transition period for complying with new or revised financial accounting standards.
Zeo ScientifiX, Inc. 8-K neutral materiality 3/10

27-05-2026

Zeo ScientifiX, Inc. (ZEOX) filed an 8-K on May 27, 2026, announcing the formal launch of its Physician-Led Patient Masterclass program. The program is designed to help physicians mobilize their patient population and provide education on regenerative medicine. No financial data or performance metrics were provided in this filing.

  • · The press release is included as Exhibit 99.1 to the 8-K filing.
  • · The program targets physicians to help educate patients about regenerative medicine.
  • · The filing was signed by Ian T. Bothwell, who holds both CEO and CFO titles.
PRECISION BIOSCIENCES INC 8-K mixed materiality 7/10

27-05-2026

Precision BioSciences presented new PBGENE-HBV clinical and biopsy data from the Phase 1 ELIMINATE-B trial at EASL Congress 2026, showing a 1-log reduction in cccDNA-derived transcripts and 100% pgRNA loss in evaluable patients (n=6). However, safety data revealed transient ≥Grade 3 ALT/AST abnormalities and a treatment-related serious adverse event (hypotension) in the highest dose cohort, leading to mitigation measures.

  • · cccDNA-derived transcripts reduced by 1-log (10-fold) via PBGENE-HBV primary mechanism.
  • · In <1% of remaining cccDNA, PBGENE-HBV indels permanently inactivated viral replication by knocking out polymerase function.
  • · pgRNA established as the biomarker directly reflecting cccDNA elimination.
  • · Complete loss of detectable blood pgRNA corresponded to undetectable pgRNA in post-treatment liver biopsy.
  • · No dose limiting toxicities were observed across 38 doses in 16 patients.
  • · Most common adverse events: infusion-related reactions consistent with LNP effects, onset and resolution within 24 hours.
  • · Transient ≥Grade 3 reversible ALT/AST lab abnormalities observed, but asymptomatic with no elevated bilirubin and no Hy's law.
  • · Grade 3 hypotension observed during dose escalation; one patient in the 0.8 mg/kg cohort experienced two SAEs after second LNP administration (one deemed treatment related, mechanistically linked to hypotension).
  • · Patient is ambulatory, home, and stable.
  • · Mitigation protocol implemented: slower infusion rate and increased steroid doses.
  • · Since mitigation protocol, no ≥Grade 3 hypotension events or ≥Grade 3 LNP-related ALT/AST abnormalities have been observed.
  • · Up to 20% of all doses delivered under the mitigation protocol.
Pacific Oak Strategic Opportunity REIT, Inc. 8-K negative materiality 9/10

27-05-2026

Pacific Oak Strategic Opportunity REIT, Inc. received demand letters from Whitehawk Capital Partners on April 29, 2026, claiming two events of default under an $80 million credit agreement and demanding immediate payment of all obligations, including principal, default interest, and an exit fee. The company is disputing the validity of the alleged defaults and has reserved all rights and defenses. Additionally, on May 19, 2026, Whitehawk filed a lawsuit in Nevada seeking to enjoin two subsidiaries from transferring collateral real property.

  • · The first alleged event of default occurred on or about August 19, 2025, when BVI entered a restrictive agreement with certain debt holders, allegedly breaching Sections 9.8 and 9.18 of the Credit Agreement.
  • · The second alleged event of default arose from an insolvency proceeding against BVI commenced on December 26, 2025, with a court order on February 8, 2026 directing a vote on BVI's proposed debt arrangement.
  • · Whitehawk claims interest has been accruing at a default rate since August 19, 2025.
  • · The company is evaluating the total amount claimed, including principal, default interest, and an exit fee.
  • · Whitehawk's complaint was filed on May 19, 2026, in the District Court of Clark County, Nevada (Case No. A-26-946814-B).
Civeo Corp 8-K positive materiality 5/10

27-05-2026

At Civeo Corporation's 2026 Annual General Meeting on May 27, 2026, shareholders elected six directors, approved executive compensation on an advisory basis, authorized an amendment to the 2014 Equity Participation Plan to increase shares by 520,920, and ratified Ernst & Young LLP as the independent auditor for 2026. All proposals passed with strong shareholder support, though advisory compensation approval had 323,411 abstentions and 33,269 against, indicating some dissent.

  • · All six director nominees were elected with 'For' votes ranging from 8,293,243 (Daniel B. Silvers) to 8,572,412 (Bradley J. Dodson).
  • · Proposal 2 (advisory compensation) received 8,247,893 For, 33,269 Against, and 323,411 Abstentions, with 1,496,244 broker non-votes.
  • · Proposal 3 (Plan amendment) received 8,240,482 For, 53,383 Against, and 310,708 Abstentions, with 1,496,244 broker non-votes.
  • · Proposal 4 (auditor ratification) passed unanimously with 10,096,589 For and only 4,228 Withheld, with no broker non-votes.
  • · The meeting date was May 27, 2026, and the filing was made on the same day.
Minerva Neurosciences, Inc. 8-K mixed materiality 7/10

27-05-2026

Minerva Neurosciences entered into an at-the-market offering agreement with Leerink Partners to sell up to $75.0 million of common stock. The company also extended the relapse assessment phase of its Phase 3 roluperidone trial from 40 to 52 weeks, with topline efficacy results expected in H2 2027 and relapse data in H2 2028.

  • · The ATM offering is under an existing S-3 registration statement (File No. 333-294203) effective March 19, 2026.
  • · The company has no obligation to sell any shares, and the agent is not required to sell any specific number or dollar amount.
  • · The trial design includes a crossover to either daily 64 mg roluperidone or antipsychotics during the relapse assessment phase.
  • · Topline efficacy results expected in H2 2027; relapse assessment data in H2 2028.
HBT Financial, Inc. S-4 neutral materiality 6/10

27-05-2026

HBT Financial, Inc. filed an S-4 registration statement on May 27, 2026, offering to exchange outstanding Old Notes for New Notes to holders. The filing incorporates by reference HBT's 2025 Annual Report (Form 10-K), its Q1 2026 quarterly report (Form 10-Q), and several current reports on Form 8-K. Risks cited include uncertainties from the acquisition of CNB Bank Shares, Inc., economic conditions, interest rate changes, and competitive pressures from non-bank entities.

  • · The exchange offer is registered under the Securities Act; the S-4 was filed on May 27, 2026.
  • · HBT incorporates by reference the 2025 Form 10-K (filed March 6, 2026), the Q1 2026 Form 10-Q (filed May 6, 2026), and eight Form 8-Ks filed between January and May 2026.
  • · Additional risks highlighted include the ongoing acquisition of CNB Bank Shares, Inc., interest rate volatility, and competition from fintech and private credit firms.
USCB FINANCIAL HOLDINGS, INC. 8-K mixed materiality 5/10

27-05-2026

USCB Financial Holdings held its Annual Meeting on May 26, 2026, with 16,182,501 of 18,257,400 outstanding shares represented (88.6% quorum). All nine director nominees were elected, with Ramon Abadin receiving notably lower support (13,602,037 for, 1,812,579 withheld) compared to others (over 15 million for each). The ratification of Crowe LLP as independent auditor was approved with 16,042,785 votes for, 135,886 against. The company also announced Raymond M. Rodriguez's election to the Board following the meeting. On the positive side, board elections passed; however, the significant withheld votes for director Abadin (11.8% of votes cast) and the 135,886 votes against auditor ratification indicate some shareholder dissent.

  • · Six of nine director nominees received over 15.2 million votes for, while Ramon Abadin received only 13,602,037 for (1,812,579 withheld).
  • · Luis de la Aguilera received the most votes for among nominees: 15,253,267.
  • · The ratification of Crowe LLP as auditor had 3,830 abstentions in addition to the 135,886 against.
  • · The company's common stock trades on Nasdaq under ticker USCB.
  • · The Company is an emerging growth company as defined by SEC rules.
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.
First Trinity Financial CORP DEFA14A neutral materiality 4/10

27-05-2026

First Trinity Financial Corporation adjourned its 2026 Annual Meeting of Class A and Class B Shareholders on May 20, 2026, due to a lack of quorum. The meeting will reconvene on June 24, 2026, at 10:00 a.m. Central Time to vote on the same proposals outlined in the definitive proxy statement filed on March 30, 2026. The company will continue soliciting votes during the adjournment period.

  • · The record date for voting remains March 23, 2026.
  • · Shareholders who already voted and do not wish to change their vote need not take any action.
  • · Proxies previously submitted will be voted at the reconvened meeting unless properly revoked.
  • · The company's proxy statement was filed with the SEC on March 30, 2026.
  • · The meeting will be held at the company's corporate office: 7633 East 63rd Place, Suite 230, Tulsa, Oklahoma 74133.
First Trinity Financial CORP 8-K neutral materiality 3/10

27-05-2026

First Trinity Financial Corporation adjourned its 2026 Annual Meeting of Class A and Class B Shareholders on May 20, 2026, due to insufficient shares present to constitute a quorum. The meeting will reconvene on June 24, 2026, at 10:00 a.m. Central Time at the company's Tulsa office to vote on the same proposals outlined in the proxy statement filed March 30, 2026. The company continues to solicit votes from shareholders during the adjournment period.

  • · The record date for shareholders entitled to vote remains March 23, 2026.
  • · Shareholders who have already voted and do not wish to change their vote need not take any action.
  • · Proxies previously submitted will be voted at the reconvened meeting unless properly revoked.
  • · The company is deemed a participant in the solicitation, with director and executive officer interests detailed in the March 30, 2026 proxy statement.
CHOICEONE FINANCIAL SERVICES INC 8-K/A positive materiality 5/10

27-05-2026

ChoiceOne Financial Services Inc. (COFS) filed an amended 8-K/A on May 27, 2026, reporting that all five director nominees were elected and both advisory proposals—executive compensation and auditor ratification—were approved at the annual meeting held on May 20, 2026. All proposed items passed with substantial shareholder support.

  • · Shareholder advisory vote to approve executive compensation received 8,775,108 For, 404,767 Against, 179,865 Abstain, with 2,457,466 broker non-votes.
  • · Ratification of Plante & Moran PLLC as independent registered public accounting firm for 2026 received 11,625,581 For, 171,744 Against, 11,093 Abstain, with 0 broker non-votes.
  • · The next advisory vote on executive compensation will occur at the 2027 Annual Meeting of Shareholders.
  • · Director election results: Keith D. Brophy (8,634,679 For; 725,070 Withheld), Michael J. Burke, Jr. (8,963,649 For; 396,100 Withheld), Bruce John Essex, Jr. (9,016,520 For; 343,229 Withheld), Steven T. Krause (9,022,202 For; 337,547 Withheld), Michelle M. Wendling (8,591,355 For; 768,394 Withheld). All with 2,457,466 broker non-votes each.
Six Flags Entertainment Corporation/NEW 8-K mixed materiality 5/10

27-05-2026

Six Flags Entertainment Corporation held its 2026 Annual Meeting on May 26, 2026, where stockholders voted on three proposals. All three proposals were approved: the election of three Class II directors (Richard Haddrill, Chieh Huang, and Marilyn Spiegel) for terms expiring in 2029, the ratification of Deloitte & Touche LLP as the independent auditor for 2026, and the advisory approval of named executive officer compensation for 2025. However, the votes showed notable dissent: Chieh Huang received 14.4 million withhold votes (19.2% of votes cast), and the auditor ratification saw 21.0 million against votes (23.9% of total votes cast), indicating significant shareholder opposition on those items.

  • · Richard Haddrill received 72,559,637 for and 2,026,136 withhold votes.
  • · Marilyn Spiegel received 71,349,419 for and 3,236,354 withhold votes.
  • · Broker non-votes totaled 13,339,349 on all three director elections and the say-on-pay proposal.
  • · Auditor ratification had 66,719,229 for, 20,989,959 against, and 215,934 abstain votes.
  • · Say-on-pay had 68,543,867 for, 5,726,910 against, and 314,996 abstain votes.
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.
Parabilis Medicines, Inc. S-1/A neutral materiality 3/10

27-05-2026

Parabilis Medicines, Inc. filed Amendment No. 1 to its Form S-1 registration statement for an IPO on May 27, 2026. The amendment was filed solely to exhibit certain exhibits and does not update the prospectus content; the company remains an emerging growth company and a smaller reporting company. No financial metrics or offering details (size, price range) were provided in this filing.

  • · The filing is an S-1/A (Amendment No. 1) for registration number 333-296032.
  • · The amendment was filed solely to include exhibits; no changes were made to the prospectus or financial content.
  • · Notable exhibits include a License and Collaboration Agreement with Regeneron Pharmaceuticals dated May 15, 2026.
  • · Key directors include Alexis Borisy, Edward Fitzgerald, Rick Klausner, Alan Sebulsky, Jake Simson, Barbara Weber, and Krishna Yeshwant.
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC. 8-K positive materiality 7/10

27-05-2026

First Real Estate Investment Trust of New Jersey (FREVS) entered into a Purchase and Sale Agreement on May 26, 2026 to sell its Westwood Plaza shopping center to an affiliate of Regency Centers Corporation for $28.8 million. The buyer made a $1.2 million initial deposit, refundable during a 120-day due diligence period ending September 23, 2026, after which an additional $1 million deposit is required. The transaction is expected to close by August 15, 2027, with no financing contingency, and the Board unanimously approved the deal.

  • · The initial due diligence period is 120 days, expiring on September 23, 2026.
  • · The buyer has an option for a second due diligence period of up to nine additional months, with a $50,000 monthly fee.
  • · The closing deadline is August 15, 2027.
  • · There is no financing contingency in the agreement.
  • · The Preferred Stock Purchase Rights are registered under Section 12(b) and will transfer with common stock until the Distribution Date.
FrontView REIT, Inc. 8-K positive materiality 5/10

27-05-2026

FrontView REIT, Inc. held its 2026 Annual Meeting on May 27, 2026, where stockholders elected seven directors and ratified the appointment of KPMG LLP as independent auditor for fiscal year 2026. All director nominees were elected with strong support, though Elizabeth Frank received a notable 3,320,141 votes withheld (23.6% of votes cast), indicating some shareholder dissent. The ratification of KPMG passed overwhelmingly with 17,566,849 votes for and only 197,156 against.

  • · Record date for the annual meeting was April 2, 2026.
  • · Broker non-votes totaled 3,750,175 for each director nominee.
  • · Proposal 2 (ratification of KPMG) had zero broker non-votes, with 17,566,849 votes for, 197,156 against, and 32,116 abstained.
  • · No other proposals were submitted to a vote at the annual meeting.
Primis Financial Corp. 8-K neutral materiality 3/10

27-05-2026

Primis Financial Corp. announced the election of Scott R. Gamble and J. Brock Saunders to its Board of Directors at the annual meeting, replacing Robert Clagett and Charles Kabbash who did not stand for reelection. The company reported $4.3 billion in total assets as of March 31, 2026.

  • · Scott Gamble has over 38 years of banking experience and currently serves on the boards of First Bank and Fortis Financial Inc.
  • · Brock Saunders is Managing Partner at Mattock Capital, previously President and CIO at James River Capital Corp., and began his career at Citigroup.
  • · Robert Clagett and Charles Kabbash did not stand for reelection and have been replaced by Gamble and Saunders.
PEOPLES FINANCIAL CORP /MS/ 8-K positive materiality 5/10

27-05-2026

Peoples Financial Corporation declared a regular semi-annual cash dividend of $0.18 per common share, payable on June 11, 2026, to shareholders of record as of June 8, 2026. The company reported total assets of $788 million as of March 31, 2026, and operates 18 bank facilities along the Mississippi Gulf Coast. No negative or flat performance metrics were disclosed in this filing.

  • · The dividend is payable on June 11, 2026, to shareholders of record as of June 8, 2026.
  • · The company was founded in 1896 and has operated a trust and investment services department since 1936.
  • · The bank operates in Hancock, Harrison, Jackson, and Stone counties in Mississippi.
  • · The common stock is listed on the OTCQX Best Market under the symbol PFBX.
New Fortress Energy Inc. DEFR14A neutral materiality 8/10

27-05-2026

New Fortress Energy Inc. filed its definitive proxy statement (DEFR14A) on May 27, 2026, for the 2026 Annual Meeting of Stockholders to be held on June 17, 2026. Key proposals include electing two Class I directors, approving Ernst & Young LLP as auditor for FY2026, and a series of restructuring transaction proposals including a 1-for-50 reverse stock split, board declassification, majority voting for directors, and an amendment to the 2019 Omnibus Incentive Plan. The filing also notes a prior inadvertent tagging error on EDGAR.

  • · The proxy statement was originally filed inadvertently as DEF 14A on April 1, 2026, and corrected as DEFR14A on May 27, 2026.
  • · Record date for voting is May 15, 2026.
  • · Proposals include amendments to the Certificate of Incorporation: removal of staggered board, majority voting for directors, minimum board size increase from 1 to 3 directors, officer exculpation, removal of Class B common stock references, and a 1-for-50 reverse stock split.
  • · The Incentive Plan Proposal seeks approval of an amended and restated 2019 Omnibus Incentive Plan.
  • · The Stock Issuance Proposal requires approval for potential issuance of shares exceeding 20% of outstanding Common Stock under Nasdaq Listing Rule 5635(d).
  • · The Adjournment Proposal allows postponement if insufficient votes are present.
Six Flags Entertainment Corporation/NEW 8-K neutral materiality 5/10

27-05-2026

Six Flags Entertainment Corporation (NYSE: FUN) announced the appointment of Ash Walia as Chief Financial Officer, effective June 17, 2026. Walia brings over 20 years of financial leadership experience from Hot Topic, 99 Cents Only Stores, and Starbucks. The filing does not include any financial results or performance metrics, so no positive or negative financial data is available to report.

  • · Ash Walia previously served as CFO of Hot Topic (since 2021) and 99 Cents Only Stores.
  • · At Starbucks, Walia held roles including Senior Vice President of Corporate Finance.
  • · Dave Hoffman, who served as interim CFO since May 8, 2026, will continue as Chief Accounting Officer.
  • · Six Flags operates 20 amusement parks, 14 water parks, and 9 resort properties across 13 U.S. states, Canada, and Mexico, and manages one park in Saudi Arabia.
Security Financial Services, INC. 13F-HR neutral materiality 5/10

27-05-2026

Security Financial Services, INC. filed its Form 13F-HR for the quarter ended March 31, 2026, reporting total holdings valued at approximately $632.3 million. The portfolio is heavily weighted toward fixed-income and equity ETFs, with top positions in SPDR Series Trust (S&P 500 ETF, $52.5M), iShares S&P 500 Growth ETF ($28.1M), and iShares S&P 500 Value ETF ($28.2M). While the filing shows a diversified portfolio across sectors, it does not provide prior-period comparisons, so performance trends cannot be assessed.

  • · The filing includes 203 distinct holdings with a total market value of $632,291,956 as of March 31, 2026.
  • · All holdings are reported as sole voting and dispositive power, with no shared or non-dispositive authority.
  • · Top 10 holdings by value: SPDR Series Trust S&P 500 ETF ($52.5M), iShares S&P 500 Growth ETF ($28.1M), iShares S&P 500 Value ETF ($28.2M), iShares MBS ETF ($12.1M), Vanguard S&P 500 ETF ($15.5M), Vanguard Total International Bond ETF ($10.4M), Vanguard Dividend Appreciation ETF ($10.7M), Vanguard FTSE Developed Markets ETF ($11.1M), SPDR Index Shares Funds ($8.7M), and PIMCO Multisector Bond ETF ($7.5M).
  • · The portfolio is heavily weighted toward fixed-income ETFs (e.g., iShares MBS ETF, Vanguard Total International Bond ETF, PIMCO Active Bond ETF) and large-cap equity ETFs (e.g., SPDR S&P 500, iShares S&P 500 Growth/Value).
  • · Individual stock holdings include major tech names: Apple ($11.3M), Microsoft ($2.4M), NVIDIA ($2.2M), Alphabet Class A ($1.2M), Alphabet Class C ($0.8M), Amazon ($0.7M), Meta ($0.5M), and Tesla ($0.6M).
  • · Other notable individual holdings: Berkshire Hathaway Class B ($1.0M), JPMorgan Chase ($3.5M), Eli Lilly ($1.2M), Exxon Mobil ($1.1M), Walmart ($1.6M), Caterpillar ($2.6M), and Broadcom ($1.6M).
  • · The filing does not include any prior-period data, so period-over-period comparisons are not available.
NewHold Investment Corp. III 425 neutral materiality 8/10

27-05-2026

NewHold Investment Corp. III (NHICW) entered into a definitive Business Combination Agreement on May 26, 2026 to merge with Newcleo Ltd., a UK-based nuclear technology company, in a transaction valuing Newcleo at a Base Equity Value of $2.35 billion. The deal involves a two-step merger structure, a recapitalization of Newcleo, and a PIPE investment, with closing subject to SPAC shareholder approval, SEC registration, and other customary conditions. However, the filing does not disclose any financial performance metrics for either party, so no period-over-period comparisons or balanced performance data are available.

  • · The Business Combination Agreement was unanimously approved by the boards of directors of the SPAC, the Company, and the Merger Subs.
  • · The Recapitalization Factor is calculated as Base Equity Value divided by (Aggregate Diluted Company Shares / $10.00).
  • · SPAC shareholders may elect to redeem their shares, and the SPAC must have at least $5,000,001 of net tangible assets after redemptions.
  • · The SPAC must convene an extraordinary general meeting within 30 days after the Registration Statement is declared effective.
  • · The Company will deliver audited financial statements for years ended December 31, 2025 and 2024, audited under PCAOB standards.
NewHold Investment Corp. III 8-K mixed materiality 9/10

27-05-2026

Newcleo Ltd., a developer of advanced nuclear reactors and MOX fuel, announced a definitive business combination with SPAC NewHold Investment Corp III (Nasdaq: NHIC) to become a publicly traded company on Nasdaq under ticker "NWCL". The transaction values newcleo at a pre-money equity value of approximately $2.4 billion and is expected to provide up to $429 million in gross proceeds from a $220 million PIPE (at $10.00/share) and up to $209 million from NewHold's trust account. While newcleo generated $80 million in revenue in 2024 and has raised $780 million in private funds since 2021, the company is still pre-revenue from its reactor and fuel operations and faces significant regulatory and deployment timelines.

  • · newcleo's reactor design ranked first among fast reactors in Europe and second worldwide in an OECD Nuclear Energy Agency review.
  • · The PIPE is oversubscribed at $10.00 per share, anchored by new strategic/institutional investors and existing shareholders.
  • · newcleo has a target project pipeline of approximately 9.2 GW, including a state-backed project in Slovakia for up to four 200 MWe reactors.
  • · The company has partnerships with Saipem, Fincantieri, Danieli, and Maire for industry-specific applications; some are also shareholders.
  • · Regulatory progress: ASNR issued a favorable expert opinion on the MOX fuel fabrication facility in December 2025; LFR assessment expected by end of 2026.
  • · Pre-application engagement with U.S. NRC began in March 2026 for LFR and MOX fuel technologies.
  • · Oklo was selected by DOE on May 26, 2026 for advanced negotiations under the Surplus Plutonium Utilization Program, with newcleo as partner.
  • · newcleo has invested over $70 million in R&D facilities at ENEA's Brasimone Research Center, including OTHELLO (operational April 2026) and PRECURSOR (expected completion end of 2026).
  • · The company has 31 patent families covering LFR design and MOX fuel processing.
  • · Stefano Buono previously founded and led Advanced Accelerator Applications (Nasdaq: AAAP), sold to Novartis for $3.9 billion in 2018.
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.
New Horizon Aircraft Ltd. 8-K positive materiality 8/10

27-05-2026

New Horizon Aircraft Ltd. announced a $25 million offering of 9,960,160 Class A Ordinary Shares led by its largest existing U.S. institutional shareholders. The net proceeds will fully fund completion of the Cavorite X7 prototype and advance the program toward testing, certification, and commercial production. The offering is expected to close on or about May 27, 2026, subject to customary conditions.

  • · The offering is being made under a shelf registration statement on Form S-3 (File No. 333-285000) filed on February 14, 2025, and declared effective on March 25, 2025.
  • · Titan Partners, a division of American Capital Partners, is acting as the sole placement agent.
  • · The Company intends to use net proceeds to fully fund completion of the Cavorite X7 prototype and advance toward testing, certification, and commercial production.
  • · The offering is expected to close on or about May 27, 2026.
PEOPLES FINANCIAL SERVICES CORP. 8-K neutral materiality 5/10

27-05-2026

Peoples Financial Services Corp. held its 2026 annual meeting on May 22, 2026, where shareholders approved an amendment to the 2023 Equity Incentive Plan increasing the maximum shares issuable to 300,000, and ratified Baker Tilly US, LLP as the independent auditor for fiscal 2026. All four director nominees were elected, and the advisory vote on executive compensation passed with 5.63 million votes in favor. However, the advisory vote on the frequency of future compensation votes showed a strong preference for every year (5.06 million votes), but a notable 507,361 votes favored every three years, indicating some shareholder divergence on governance preferences.

  • · The advisory vote on the frequency of future compensation votes received 5,063,712 votes for one year, 181,779 for two years, 507,361 for three years, and 153,174 abstentions.
  • · Broker non-votes totaled 1,709,937 on all director elections and all proposals except the auditor ratification, which had zero broker non-votes.
  • · The amendment to the 2023 Equity Incentive Plan was approved with 5,397,217 votes for and 432,633 against, with 76,176 abstentions.
  • · The ratification of Baker Tilly US, LLP as auditor passed with 7,485,020 votes for, 90,214 against, and 40,729 abstentions.
AMERISERV FINANCIAL INC /PA/ 8-K neutral materiality 5/10

27-05-2026

AmeriServ Financial Inc. announced the retirement of EVP Michael Lynch (CFO, CRO, CIO) effective May 18, 2026, and a restructuring of his duties. Bettina Fochler becomes CRO, Tammie Slavick becomes SVP & CIO, and CEO Jeffrey Stopko assumes CFO responsibilities, generating cost savings. The changes aim to improve efficiency and profitability.

  • · Michael Lynch retired on May 18, 2026 after a long career.
  • · Bettina Fochler continues as SVP and Chief Credit Officer while assuming CRO role.
  • · Tammie Slavick previously managed liquidity and interest rate risk.
  • · Jeffrey Stopko previously served as CFO before becoming CEO in 2015 and maintains CPA license.
  • · The restructuring is expected to generate meaningful cost savings.
CINTAS CORP 425 positive materiality 8/10

27-05-2026

Cintas Corporation (CTAS) provided an update on its pending acquisition of UniFirst Corporation, with CEO Todd Schneider reassuring employees that integration planning is progressing and that the deal is expected to close in the second half of calendar year 2026. Cintas withdrew and refiled its FTC notification to allow more review time, but expressed confidence in the timeline and the combined company's ability to serve approximately 1.5 million business customers. The filing emphasizes that all UniFirst employees—including route service representatives, sales, operations, and corporate staff—will be needed post-close, addressing speculation about job cuts.

  • · Cintas withdrew and refiled its FTC notification earlier in May 2026 to allow additional review time, a common step for deals of this size.
  • · The expected closing timeline remains the second half of calendar year 2026.
  • · Cintas CEO explicitly stated that all UniFirst RSRs, sales staff, operations personnel, and corporate headquarters team will be needed post-close.
  • · The combined company will serve approximately 1.5 million business customers across the United States and Canada.
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.
ENTERGY NEW ORLEANS, LLC 8-K neutral materiality 5/10

27-05-2026

Entergy New Orleans, LLC (ENO) issued and sold $90M aggregate principal amount of First Mortgage Bonds on May 27, 2026, consisting of $35M of 5.91% Series due 2036 and $55M of 6.65% Series due 2056, to institutional investors in a private placement under Section 4(a)(2) of the Securities Act. The bonds were issued under the company's existing Mortgage and Deed of Trust, with a new Twenty-sixth Supplemental Indenture dated May 1, 2026 establishing the terms. This is exclusively a debt capital markets transaction; there is no prior-period performance data to compare.

  • · Bonds were issued to institutional investors in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933.
  • · The Thirty-second Series (5.91%) matures on June 1, 2036; the Thirty-third Series (6.65%) matures on June 1, 2056.
  • · Interest on both series is payable semi-annually on June 1 and December 1, starting December 1, 2026.
  • · Both series are subject to optional redemption prior to maturity with a 'make-whole' premium, converting to par redemption (100% of principal plus accrued interest) for a period before maturity (March 1, 2036 for the 2036 bonds; December 1, 2055 for the 2056 bonds).
  • · The Twenty-sixth Supplemental Indenture was filed as Exhibit 4(a) to the 8-K.
WEBSTER FINANCIAL CORP 8-K mixed materiality 9/10

27-05-2026

At a special meeting on May 26, 2026, Webster Financial Corporation stockholders voted to approve the proposed acquisition by Banco Santander in a cash and stock transaction, with 115,788,667 votes for and 1,279,203 against (98.9% of votes cast in favor). However, the advisory (non-binding) compensation proposal for named executive officers received only 68,045,455 votes for versus 48,130,845 against (58.6% support), indicating significant shareholder dissent on executive pay. The adjournment proposal was also approved but not needed as the transaction proposal passed.

  • · The special meeting was held on May 26, 2026, with a record date of April 13, 2026.
  • · A total of 117,259,956 shares were represented, constituting a quorum (72.3% of outstanding).
  • · Transaction Proposal: 115,788,667 for, 1,279,203 against, 192,086 abstain.
  • · Compensation Proposal (advisory): 68,045,455 for, 48,130,845 against, 1,083,656 abstain.
  • · Adjournment Proposal: 114,010,089 for, 2,963,510 against, 286,357 abstain.
  • · No adjournment was needed because sufficient votes existed to approve the Transaction Proposal.
nCino, Inc. 8-K positive materiality 8/10

27-05-2026

nCino reported strong Q1 FY2027 results with total revenues of $159.4M, up 11% YoY, and subscription revenues of $140.9M, up 12% YoY. GAAP operating income swung from a loss of $(1.5)M to income of $21.1M, while non-GAAP operating income rose 79% to $44.5M. However, cash and cash equivalents declined to $102.8M from $133.2M a year ago, and the company increased debt to $262.8M under its credit facility, partially offset by $80.8M in free cash flow.

  • · Professional services and other revenues declined slightly to $18.485M from $18.549M YoY, a decrease of 0.3%.
  • · Cash and cash equivalents decreased to $102.8M as of April 30, 2026, from $133.2M a year earlier, a decline of 22.8%.
  • · Debt outstanding under the credit facility increased to $262.8M, with $253.0M in noncurrent debt, up from $213.5M at January 31, 2026.
  • · nCino repurchased approximately 6.1 million shares at an average price of $15.20 per share, totaling $93.1M.
  • · The company guided Q2 FY2027 total revenues between $157.75M and $159.75M, and full-year FY2027 total revenues between $642.0M and $646.0M.
  • · nCino renewed a top-5 Canadian bank and a top-25 IMB, and signed its largest new logo win by the Credit Union team with a $6.5B credit union.
  • · Net income attributable to nCino was $13.6M in Q1 FY2027, up from $5.6M in Q1 FY2026.

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