Executive Summary
The 50 filings from the S&P 500 Industrials stream reveal a market bifurcated between growth-oriented companies (energy transition, infrastructure, and biotech) and consumer-facing firms experiencing demand softness.
Revenue growth is present across 6 of 10 reporting companies, with AMSC (+34% YoY) and Transcat (+19% YoY) leading, but margin compression is a pervasive theme—Home Depot (-120 bps OM), Bath & Body Works (-280 bps GM), Transcat (-240 bps OM), and G-III Apparel (not reported) all show cost pressures eating into profitability. Capital markets remain active: two major SPAC mergers (ProLogium at $3.8B, Stellar/Prosperity) and a $3.5B take-private (Veris Residential) highlight deal flow, while Apogee secured $1.3B in non-dilutive financing. Insider signals are sparse but notable—Jessica Alba at Honest Company received 55% withheld votes, a potential governance red flag. The overarching theme is that industrial companies tied to grid modernization (AMSC, Oncor) and defense/energy infrastructure are outperforming traditional retail and office REITs, with forward guidance generally cautious (Bath & Body Works maintains negative sales outlook, Phreesia kept revenue range flat despite 13% growth).
Materiality, sentiment, and priority are scored by Gunpowder’s analysis pipeline. How we score filings →
Filing types in this digest: 8-K · 425 · 10-Q · S-3 · DEFA14A · 10-K · DEF 14A
Tracking the trend? Catch up on the prior S&P 500 Industrials Sector SEC Filings digest from May 26, 2026.
Investment Signals (10)
- AMSC (BULLISH)▲
Revenue grew 34.3% YoY to $299M, driven by Grid (+34%) and Wind (+34%), swung to operating income of $11.4M from -$1.1M; D-VAR systems for grid stabilization are in high demand as renewable energy buildout accelerates
- Apogee Therapeutics ↓ (BULLISH)▲
Positive Phase 2 data (65.9% EASI-75 vs 23.4% placebo) and $1.3B Blackstone financing remove equity dilution risk; mid-dose selected for Phase 3, initiation in 2H 2026
- Bath & Body Works ↓ (BEARISH)▲
Q1 sales down 3% YoY, gross margin compressed 280 bps to 42.6%, CFO resignation announced, full-year sales guidance of -4.5% to -2.5% maintained—ongoing consumer weakness in discretionary retail
- Home Depot ↓ (BEARISH)▲
Revenue up 4.8% YoY but operating income down 3.0% and EPS fell 4.3% to $3.30; higher operating costs and interest expenses squeezing margins despite top-line growth
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Record Q1 sales of $1.1B (+2% YoY), 14th consecutive growth quarter, Americas (+3%) and APAC (+24%) strong, but EMEA -10% and operating margin fell 130 bps to 8.0% [MIXED—top-line resilient, margins pressured]
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Revenue up 13% YoY to $130.9M, swung to net income of $3M from -$3.9M, adjusted EBITDA up 47% to $30.5M, free cash flow doubled to $16.4M, but maintained $510-520M FY revenue guidance citing regulatory headwinds [MIXED—strong quarter, cautious guidance]
- Transcat ↓ (BEARISH)▲
Revenue up 19.2% YoY to $332M, service revenue grew 19.7%, but operating margin fell from 6.4% to 4.0% and net margin from 5.2% to 1.6% as SG&A rose 340 bps—growth but severe margin degradation
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Issued €850M in 4.55% junior subordinated notes due 2056, a 50-year liability at relatively low fixed-rate coupon (5.985% all-in USD after swaps), signaling long-term infrastructure investment and stable credit access [BULLISH debt signal]
- ProLogium (TDAC merger) (SPECULATIVE BULLISH)▲
Solid-state battery developer merging via SPAC at $3.8B valuation, 1,100+ patents, 2.4M cells shipped, zero thermal runaway technology; GWh-class factory in France with mass production expected Q2 2029
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Issued $1.85B in new senior notes to refinance $2.5B of 2026 maturities (3.00% and 3.44% notes), extending debt profile at ~4.9-5.5% rates—manageable refinancing with no equity dilution [NEUTRAL to mildly positive]
Risk Flags (8)
- Liminatus Pharma/Nasdaq Delisting↓ [HIGH RISK]▼
Received delisting notice for failing $50M MVLS and $15M MVPHS requirements; appeal filed but suspension stayed pending hearing—high risk of equity value destruction
- Stellar Bancorp/Merger Compensation Dissent↓ [MODERATE RISK]▼
Merger with Prosperity approved (99.8% for), but non-binding compensation plan rejected 59.8% against—significant shareholder pushback on executive pay tied to deal, may signal governance issues
- Passage Bio/Strategic Pivot↓ [HIGH RISK]▼
Terminated two key research collaborations (Gemma Biotherapeutics for HD and TLE), exited Philadelphia office with $2.3M termination fee—cash burn and pipeline contraction with no clear new direction
- Goldenwell Biotech/Restatement↓ [MODERATE RISK]▼
Accounting errors spanning three quarters (Q1-Q3 2025) involving mis-timed legal fees ($9,840) and improper revenue recognition; auditor flagged GAAP non-compliance, restatement due by June 30, 2026—small dollar amounts but raises credibility concerns
- Medicus Pharma/Convertible Debt↓ [HIGH RISK]▼
Issued $22.9M in secured notes with $834K original issue discount, full security interests over IP and assets, cash control agreement—aggressive financing structure indicating liquidity stress
- Dermata Therapeutics/Low Vote Support↓ [MODERATE RISK]▼
Issuance Proposal received only 315K for votes vs 968K abstain, and 1.1M broker non-votes—shareholders effectively blocking dilutive equity issuance, signaling lack of confidence in management
- Bath & Body Works/Guidance vs Performance↓ [HIGH RISK]▼
Q1 beats on EPS ($0.32 vs guidance) but maintains negative full-year sales outlook (-4.5% to -2.5%) and Q2 EPS guidance of $0.20-0.25 (down 32-46% YoY from $0.37) — forward-looking data indicates worsening trends
- Honest Company/Shareholder Dissent↓ [MODERATE RISK]▼
Jessica Alba received 55.5% withheld votes for board re-election (21.8M withheld vs 17.5M for), significant opposition for a co-founder and board member—potential governance instability
Opportunities (8)
- Apogee Therapeutics/Phase 3 Catalyst↓ (OPPORTUNITY)◆
Mid-dose has clear differentiation (65.9% EASI-75, 46% IGA 0/1) vs competitors; $1.3B non-dilutive financing from Blackstone removes equity raise risk; Phase 3 ADventure trials enrolling ~400 patients each, initiation in 2H 2026—binary catalyst by mid-2027
- AMSC/Grid Infrastructure (OPPORTUNITY)◆
Revenue up 34% YoY, operating income swing positive, D-VAR systems essential for renewable grid interconnection; 16-country presence, 34% Grid segment growth—direct beneficiary of global electrification and grid hardening trends
- ProLogium/Solid-State Battery Breakout (SPECULATIVE OPPORTUNITY)◆
Merger at $3.8B valuation in H2 2026, 4th-gen battery with 360 Wh/kg confirmed by TÜV Rheinland, zero thermal runaway verified; first overseas GWh factory in France—potential disruption in EV battery market if mass production Q2 2029 is achieved
- Phreesia/Healthcare Tech Scalability↓ (OPPORTUNITY)◆
Revenue up 13% YoY, net positive for first time, free cash flow doubled; $275M credit facility and expanded securitization to $300M provide growth capital; restructuring plan to reduce costs suggests improving unit economics
- Honeywell/Reverse Split + Restructuring↓ (OPPORTUNITY)◆
Reverse stock split approved (97.8% for), typically prelude to portfolio reshuffling; 12 directors elected with strong support, Deloitte ratified—clean governance, potential spin-off/divestiture catalyst in industrial conglomerate simplification trend
- TTM Technologies/Investor Day Targets↓ (OPPORTUNITY)◆
$4B revenue target for FY2026, non-GAAP OM 13-15%, EBITDA margin 16-18%, new $400M term loan repriced 50 bps lower, $1B revolver—defense/industrial PCB demand strong with clear margin targets
- Regency Centers/Updated Presentation↓ (MONITOR)◆
While low materiality, retail real estate at inflection point; watch for updated guidance on rent spreads and occupancy in the investor presentation—potential early read on strip mall demand
- Richmond Mutual/Community Bank Merger↓ (OPPORTUNITY)◆
Merger with Farmers Bancorp overwhelmingly approved (98.4% for), creating scale in Indiana market; Kathryn Girten's 12.9% withheld votes suggest insider focus on governance—well-capitalized local bank consolidation play
Sector Themes (6)
- Margin Compression Across Industrials◆
4 of 5 reporting industrial companies (Home Depot, Bath & Body Works, Abercrombie, Transcat) showed operating margin compression averaging ~150 bps despite revenue growth, driven by higher input costs, SG&A leverage, and competitive pricing pressure—top-line growth not translating to bottom line.
- Capital Markets Financing Shift◆
Non-dilutive and debt financing dominates—Apogee secured $1.3B via synthetic royalty (not equity), Oncor issued €850M in subordinated notes, Molson Coors refinanced $1.85B, Murphy USA issued $500M in senior notes. Companies avoiding equity dilution in a rate-uncertain environment.
- Energy Transition & Grid Infrastructure Surge◆
AMSC (+34% revenue, Grid and Wind both up 34%), Oncor (€850M infrastructure debt), and ProLogium ($3.8B solid-state battery SPAC) all tied to electrification, renewable integration, and grid modernization—strongest sub-theme in this batch.
- Consumer Discretionary Weakness Persists◆
Bath & Body Works (-3% sales, -280 bps GM), Abercrombie EMEA (-10% comps, -130 bps OM), Home Depot (-4.2% net earnings) all facing consumer pullback despite mixed signals—forward guidance remains negative.
- Governance Activism & Shareholder Dissent◆
Notable 'against' votes at Honest Company (55.5% withheld for Alba), Stellar Bancorp (59.8% against merger comp), Dermata Therapeutics (low support for equity issuance), and Immunocore (22.5% against compensation). Shareholders increasingly pushing back on pay and board composition.
- Accounting Restatement & Compliance Risk Cluster◆
Goldenwell Biotech (three-quarter restatement), Liminatus Pharma (Nasdaq delisting), and Medicus Pharma (aggressive secured debt) all indicate financial distress or control weaknesses—a cluster of micro-cap quality issues requiring heightened diligence.
Watch List (8)
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Phase 3 ADventure 1 and 2 trials expected to start 2H 2026; watch for enrollment updates and whether Blackstone's $100M tranche for Phase 3 enrollment completion triggers—key to $1.3B financing milestone.
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Appeal before Nasdaq Hearings Panel pending; outcome determines listing status—delisting would likely result in significant equity impairment. Monitor for decision (typically 2-4 weeks post-hearing).
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Q2 guidance of $0.20-0.25 EPS (down 32-46% YoY) vs $0.37 actual in Q2 2025; new interim CFO Tom Javitch takes over June 12—watch for further guidance revision or cost restructuring announcements.
- ProLogium/TDAC Merger Completion👁
Expected close H2 2026, contingent on TDAC having $250M available cash; shareholder extension vote upcoming for TDAC (deadline extension to June 2027). Monitor for redemption trends and investor appetite for solid-state battery story.
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May 2026 restructuring plan to reduce opex—watch Q2 FY2027 results for margin improvement and whether FY revenue guidance ($510-520M) gets raised given Q1 beat. Regulatory impacts on network solutions clients need monitoring.
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Restatement for three quarters due by ~June 30, 2026; watch for magnitude of revenue recognition correction and whether additional errors emerge—key credibility event for this micro-cap.
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Shareholders received $19.00/share cash, stock ceased trading—this $3.5B deal by Affinius/Vista Hill is a read on multifamily REIT valuations, potentially signaling further REIT consolidation at ~15% discount to NAV if other deals follow.
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$50M new commitment from Goldman Sachs increases total to $250M—while routine, this is a positive signal for private credit availability; watch for similar expansions as banks increase exposure to private lending.
Filing Analyses
(50)
27-05-2026
Apogee Therapeutics announced positive 16-week induction dose optimization results from Part B of the Phase 2 APEX trial of zumilokibart in moderate-to-severe atopic dermatitis. The mid-dose achieved EASI-75 in 65.9% of patients vs 23.4% for placebo (p<0.001) and met key secondary endpoints including IGA 0/1 (46.0% vs 10.9%) and EASI-90 (47.4% vs 9.3%). However, the high-dose showed a lower EASI-75 response (61.6%) than the mid-dose, and conjunctivitis rates were dose-dependent (10.6% for mid-dose, 20.7% for high-dose). The company plans to initiate Phase 3 trials with the mid-dose in 2H 2026.
- · The APEX Phase 2 Part A 16-week results were announced in July 2025, and 52-week maintenance results in March 2026.
- · The mid-dose from Phase 2 is the planned Phase 3 dose.
- · Phase 3 ADventure 1 and 2 monotherapy trials are expected to enroll approximately 400 patients each, with co-primary endpoints EASI-75 and IGA 0/1 at Week 16.
- · Phase 3 ADventure TCS trial will evaluate zumilokibart in combination with background topical corticosteroids, also enrolling ~400 patients.
- · ASPIRE Phase 2b asthma trial is designed to be potentially registrational, enrolling ~500 patients with primary endpoint annualized exacerbation rate at Week 52.
- · ELEVATE Phase 2a EoE trial is an open-label, proof-of-concept study enrolling 30-50 patients.
- · Launch of zumilokibart in AD is anticipated in 2029.
- · Phase 1b head-to-head trial of APG279 vs DUPIXENT data readout expected 2H 2026.
- · Additional pipeline program announcement expected in 1H 2027.
27-05-2026
Apogee Therapeutics announced a strategic financing collaboration with Blackstone Life Sciences for up to $1.3 billion in non-dilutive capital, including up to $800 million in synthetic royalty funding and up to $500 million in senior corporate debt. The company also reported APEX Phase 2 Part B results and removed its cash runway end date guidance, positioning itself to achieve a self-sustainable financial profile through commercialization of zumilokibart without future equity financing. However, the transaction is contingent on achieving specific milestones (Phase 3 enrollment, positive Phase 3 data, FDA approval) and the debt portion is only available at mutual consent, introducing execution risk.
- · The synthetic royalty is for a term of 15 years on worldwide annual sales of zumilokibart, with low-to-mid single digit tiered royalties that decrease based on sales.
- · No royalties are due on global annual sales exceeding $8 billion.
- · The first $400 million in preapproval funding is divided into 3 tranches: $100M at signing, $100M upon Phase 3 enrollment completion, and $200M upon positive Phase 3 data.
- · Upon FDA approval, up to $400 million in additional funding is available, with $150 million at Apogee's option.
- · The funding agreement includes specific provisions on change of control, with an option to buy back a significant portion of the royalty.
- · The senior debt of up to $500 million is available only at mutual consent of Apogee and Blackstone.
- · Apogee removed its cash runway end date guidance as a result of the funding agreement.
- · Goldman Sachs served as exclusive financial advisor to Apogee; Latham & Watkins as legal counsel to Apogee; Ropes & Gray as legal counsel to Blackstone.
- · This is described as the largest royalty financing for a pre-Phase 3 program to date.
27-05-2026
Tonix Pharmaceuticals announced the publication of a Phase 1 study of TNX-1500, an anti-CD154 monoclonal antibody, in the Journal of Clinical Immunology. The study in 26 healthy volunteers showed TNX-1500 blocked primary T cell-dependent antibody responses (TDAR) at all doses tested (3, 10, and 30 mg/kg) and reduced peak secondary TDAR by approximately 70% at the lowest dose. The results support further development for organ transplant rejection and autoimmune diseases, though the study was limited to single-ascending doses in healthy adults and did not include efficacy data in patient populations.
- · Study was first-in-human, randomized, double-blind, placebo-controlled, single-ascending dose escalation.
- · Participants enrolled across three ascending dose cohorts: 3, 10, and 30 mg/kg, plus placebo.
- · Single intravenous infusion of TNX-1500 or placebo was followed by intramuscular KLH injections on days 2 and 29.
- · Monitoring period was 120 days.
- · TNX-1500 blocked primary TDAR at all doses and blocked secondary response at 10 and 30 mg/kg doses.
- · The paper was published in the peer-reviewed Journal of Clinical Immunology.
- · TNX-1500 is being developed for prevention of organ transplant rejection and treatment of autoimmune diseases.
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.
27-05-2026
Home Depot reported Q1 FY2026 net sales of $41,765M, up 4.8% YoY from $39,856M, driven by growth in the core Home Depot segment. However, operating income declined 3.0% to $4,981M from $5,133M, and net earnings fell 4.2% to $3,289M from $3,433M, reflecting higher operating expenses and a slight increase in interest expense. Diluted EPS decreased to $3.30 from $3.45, while cash flow from operations improved significantly to $6,032M from $4,325M.
- · Total assets increased to $107,904M as of May 3, 2026 from $105,095M at February 1, 2026.
- · Total liabilities rose to $94,030M from $92,282M over the same period.
- · Cash dividends paid were $2,320M in Q1 FY2026, up slightly from $2,286M in Q1 FY2025.
- · Capital expenditures were $844M in Q1 FY2026 vs. $806M in the prior year quarter.
- · Payments for businesses acquired, net, totaled $286M in Q1 FY2026, up from $156M in Q1 FY2025.
- · Short-term debt decreased to $3,503M from $4,464M at fiscal year-end.
- · Long-term debt (excluding current installments) decreased to $44,828M from $46,341M.
- · Merchandise inventories increased to $27,280M from $25,817M at fiscal year-end.
- · Accounts payable rose to $14,373M from $11,491M.
- · The effective tax rate was approximately 24.9% for Q1 FY2026 vs. 24.4% for Q1 FY2025.
- · Foreign currency translation adjustments resulted in a loss of $8M in Q1 FY2026 vs. a gain of $122M in Q1 FY2025.
- · Cash paid for income taxes dropped sharply to $180M from $1,098M year-over-year.
27-05-2026
TTM Technologies, Inc. held its 2026 Investor Day on May 27, 2026, reiterating its recently raised $4.0 billion revenue expectation for fiscal year 2026 and providing target ranges for non-GAAP operating margin of 13% to 15% and Adjusted EBITDA margin of 16% to 18%. The company also announced steps to obtain a repriced and upsized $400 million Term Loan due May 2030, expected to close in June 2026, which would reduce borrowing costs by 50 basis points, and commitments for up to $1 billion in Revolving Credit facilities maturing in 2031. Cash flow from operations is expected to be $300-$320 million, with free cash flow slightly positive, but no prior-period comparisons or growth rates were provided.
- · The Term Loan repricing is expected to close in June 2026, subject to definitive documentation and customary closing conditions.
- · The new Revolving Credit facilities are intended to replace the existing U.S. ABL Revolving Facility and ABL Facility in Asia.
- · Free cash flow for fiscal year 2026 is expected to be slightly positive.
- · The company provided non-GAAP operating margin and Adjusted EBITDA margin targets, but did not provide a quantitative reconciliation to GAAP due to the unpredictability of certain items.
27-05-2026
Data Storage Corporation entered into an Equity Distribution Agreement with Maxim Group LLC on May 26, 2026, allowing at-the-market sales of up to $10.6 million of common stock. The agreement replaces a prior July 2024 arrangement and includes a 2.5% commission to Maxim, with no obligation for the company to sell any shares. The filing does not disclose any actual sales or financial performance data.
- · The agreement replaces the prior Equity Distribution Agreement dated July 18, 2024.
- · Maxim's obligations are subject to effectiveness of the Registration Statement and customary closing conditions.
- · The ATM Prospectus is part of the shelf registration statement on Form S-3 (File 333-280881), declared effective on July 26, 2024.
- · The agreement terminates upon the earlier of sale of all shares or termination as provided in the agreement.
- · No assurance is given that any shares will be sold under the agreement.
27-05-2026
Bain Capital Private Credit's subsidiary BCPC I, LLC secured a new $50 million commitment from Goldman Sachs Bank USA under its existing credit agreement, increasing total lender commitments to $250 million. The new commitment, effective May 21, 2026, was added to the existing facility originally dated November 29, 2023, with Goldman Sachs serving as both administrative agent and lender. The filing reflects continued access to credit facilities but does not disclose any changes in financial performance or operational metrics.
- · The new commitment was made under Section 2.1(e) of the credit agreement dated November 29, 2023.
- · Goldman Sachs Bank USA acted as both administrative agent and lender for the new commitment.
- · The effective date of the new commitment is May 21, 2026.
- · Conditions precedent include satisfaction of standard credit agreement conditions, delivery of legal opinions, and no existing default.
- · The agreement is governed by New York law.
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.
27-05-2026
Apollo Asset Backed Credit Co LLC filed an 8-K on May 27, 2026, reporting unregistered sales of equity securities as of May 1, 2026, with aggregate consideration of $54,624,975 across Series I and II shares. The company also announced net asset values per share as of April 30, 2026, ranging from $24.97 to $25.84 for various share classes, and declared distributions payable on June 29, 2026, with amounts per share from $0.0858 to $0.1630. No prior period comparisons are provided, limiting trend analysis.
- · Net asset values per share as of April 30, 2026 range from $24.97 (Series I P-S Shares) to $25.84 (Series II T-I Shares).
- · Distributions declared per share range from $0.0858 (Series I T-S Shares) to $0.1630 (Series II E Shares).
- · Record date for distributions is May 31, 2026, payable on or about June 29, 2026.
- · No A-II Shares, I (Acc) or F-I (Acc) Shares were outstanding as of April 30, 2026.
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.
27-05-2026
Backblaze, Inc. held its 2026 Annual Meeting on May 26, 2026, where two proposals were voted on. Jocelyn Carter-Miller was elected as a Class II director with 17.7 million votes for and 8.8 million against, while the ratification of Deloitte & Touche LLP as independent auditor was overwhelmingly approved with 40.1 million votes for. The meeting had a quorum of 41.7 million shares representing over 69.53% of voting power.
- · Quorum was achieved with 41,732,676 shares out of shares entitled to vote as of April 1, 2026.
- · For Proposal One (Director election): 17,716,763 for, 8,798,882 against, 43,583 abstained, 15,173,448 broker non-votes.
- · For Proposal Two (Auditor ratification): 40,101,662 for, 467,994 against, 1,163,020 abstained, no broker non-votes.
- · Auditor ratification had no broker non-votes because it is considered a routine matter under NYSE/Nasdaq rules.
- · The definitive proxy statement was filed with the SEC on April 15, 2026.
27-05-2026
NextTrip, Inc. filed an S-3/A registration statement with the SEC on May 27, 2026, covering the fiscal year ended February 28, 2025. The company operates as a technology-forward travel and media company with two segments: Travel (including NXT2.0, Five Star Alliance, TA Pipeline, JournyGO, and Travel Magazine Pro) and Media (including JOURNY.tv and Travel Magazine). However, the company is in early commercial stages with nominal revenues, limited operating history, and substantial doubt about its ability to continue as a going concern, requiring significant additional capital to execute its business model.
- · Five Star Alliance was acquired in April 2025 and has a 4.9-star Trustpilot rating.
- · TA Pipeline was acquired in August 2025 and specializes in groups of 50 to 5,000 travelers.
- · JournyGO was launched on March 31, 2026, as an agentic AI-powered booking ecosystem.
- · GoUSA TV assets were acquired in February 2026, including original content, brand rights, and distribution assets.
- · A joint venture with KC Global Media was entered in July 2025 to expand JOURNY.tv into India, Southeast Asia, Africa, and Australia/New Zealand.
- · The company expects to continue incurring net losses and negative cash flows for the foreseeable future.
- · The filing is a shelf registration (S-3/A) for the fiscal year ended February 28, 2025.
27-05-2026
Bath & Body Works reported Q1 2026 net sales of $1,378M, down 3% YoY, but exceeded guidance with adjusted EPS of $0.32. However, the company reaffirmed full-year 2026 guidance of net sales declining 4.5% to 2.5%, and Q2 2026 adjusted EPS is forecasted at $0.20-$0.25, down from $0.37 in Q2 2025. CFO Eva Boratto will step down on June 12, with Tom Javitch appointed interim CFO.
- · Q1 2026 gross profit was $587M, down from $646M in Q1 2025, with gross margin declining from 45.4% to 42.6%.
- · Q1 2026 general, administrative and store operating expenses decreased to $356M from $437M in Q1 2025, a decline of 18.5%.
- · Interest expense was $69M in Q1 2026, slightly down from $71M in Q1 2025.
- · The company repurchased no shares in Q1 2026, compared to $136M in share repurchases in Q1 2025.
- · Dividends paid were $40M in Q1 2026, down from $43M in Q1 2025.
- · Capital expenditures were $49M in Q1 2026, up from $37M in Q1 2025.
- · Inventories decreased to $782M as of May 2, 2026, from $869M a year earlier, a decline of 10.0%.
- · Total equity deficit improved to $(1,131)M from $(1,450)M a year earlier.
- · The company opened 13 company-operated stores and closed 17 in Q1 2026, net decrease of 4 stores.
- · International partner-operated stores increased by 6 net (8 opened, 2 closed) in Q1 2026.
- · Full-year 2026 forecasted net cash provided by operating activities is $870M, with forecasted capital expenditures of $270M.
- · No share repurchases or tariff refunds are assumed in the 2026 outlook.
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.
27-05-2026
Abercrombie & Fitch reported record first quarter net sales of $1.1 billion, up 2% YoY, marking the 14th consecutive quarter of growth. Growth was led by Americas (+3%) and APAC (+24%), but was partially offset by a 10% decline in EMEA due to the Middle East conflict. Operating margin fell to 8.0% from 9.3% last year, and GAAP EPS declined to $1.47 from $1.59, though it exceeded the company's outlook. The company maintained its full-year outlook for 3%-5% sales growth and EPS of $10.20-$11.00, while repurchasing $105 million in shares during the quarter.
- · Comparable sales declined 1% overall, with Hollister brands flat and Abercrombie brands flat on a comparable basis.
- · EMEA comparable sales declined 11% YoY, the worst regional performance.
- · Hollister brands net sales were flat YoY at $549.1 million, with comparable sales down 2%.
- · Cash and equivalents decreased to $594 million from $760 million at January 31, 2026, due to share repurchases and capital spending.
- · Net cash provided by operating activities was only $44 million for the year-to-date period.
- · The company applied for IEEPA tariff refunds of around $100 million, but the outcome is uncertain.
- · Full-year tariff impact estimate was reduced to 20 bps unfavorability from 70 bps previously, but Q2 tariff impact is expected to be 120 bps unfavorability.
- · Full-year effective tax rate outlook increased to around 30% from around 29% previously.
- · Diluted weighted average share count for full-year outlook reduced to around 44 million from around 45 million previously.
- · Capital expenditures outlook narrowed to around $225 million from a range of $200-$250 million.
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
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.
27-05-2026
Arbutus Biopharma held its 2026 Annual General and Special Meeting on May 26, 2026, where shareholders approved the adoption of the 2026 Omnibus Share and Incentive Plan, authorizing 16,300,000 common shares for issuance. All five director nominees were elected, and the appointment of Ernst & Young LLP as independent auditor for fiscal 2026 was ratified. Non-binding advisory votes on executive compensation also passed with strong support.
- · Shareholder votes for director nominees ranged from 126,670,273 (Matthew Gline) to 139,299,405 (Roger Sawhney, MD).
- · The 2026 Plan received 138,877,189 votes for, 7,408,185 against, and 188,253 abstentions.
- · Advisory vote on executive compensation: 137,629,207 for, 8,331,760 against, 512,660 abstentions.
- · Ratification of Ernst & Young LLP: 164,372,596 for, 2,123,916 against, 2,806,946 abstentions.
- · Broker non-votes were 22,829,831 for proposals 1-3; none for proposal 4.
27-05-2026
Geron Corporation held its 2026 Annual Meeting on May 20, 2026, where stockholders approved an amendment to the 2018 Equity Incentive Plan to increase authorized shares by 4,500,000, elected three Class III directors, and approved advisory say-on-pay and ratification of Ernst & Young as auditor. All proposals passed with strong support, though broker non-votes were significant on most items.
- · The 2026 Annual Meeting was held virtually on May 20, 2026, with a record date of March 26, 2026.
- · All three Class III director nominees were elected with overwhelming support: Molineaux (90.3% For), Andrews (98.5% For), Chinoporos (98.4% For).
- · Proposal 2 (Equity Plan amendment) passed with 370,294,696 For vs. 21,853,005 Against (94.4% approval of votes cast).
- · Proposal 3 (say-on-pay) passed with 372,129,132 For vs. 19,673,460 Against (95.0% approval of votes cast).
- · Proposal 4 (auditor ratification) passed with 486,459,028 For vs. 9,474,870 Against (98.1% approval of votes cast).
- · Broker non-votes were 104,595,534 on Proposals 1, 2, and 3, but not applicable on Proposal 4.
27-05-2026
At its annual meeting on May 21, 2026, Perdoceo Education Corporation stockholders approved the 2026 Long-Term Incentive Plan (authorizing 4,500,000 new shares plus certain shares from the 2016 Plan). The Compensation Committee also approved new award agreements (restricted stock units, performance share units, and non-employee director RSUs). Directors were elected and executive compensation was approved on a nonbinding advisory basis; Grant Thornton LLP was ratified as independent auditor for FY 2026. The filing reflects routine governance actions and no material negative or flat financial metrics were reported.
- · All nine director nominees were elected with votes-for ranging from ~51.4M to ~54.0M, against from ~206K to ~2.8M.
- · Stockholders approved executive compensation on a nonbinding advisory basis with 53,091,201 votes for, 1,058,312 against.
- · Ratification of Grant Thornton LLP as auditor for FY 2026 was approved with 57,810,135 votes for, 671,429 against.
- · Broker non-votes totaled 4,273,446 on each of the three non-routine proposals (directors, 2026 Plan, say-on-pay).
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.
27-05-2026
Bath & Body Works reported Q1 2026 net sales of $1,378M, down 3.2% from $1,424M in Q1 2025, driven by declines in both U.S./Canada stores (-4.3%) and direct channels (-1.6%). However, net income surged 74.3% to $183M from $105M, benefiting from a $62M tax benefit and lower operating expenses. Operating income rose 10.5% to $231M, while cash flow from operations improved to $244M from $188M.
- · Gross profit margin declined to 42.6% in Q1 2026 from 45.4% in Q1 2025, as cost of goods sold increased 1.7% while sales fell.
- · General, administrative and store operating expenses decreased 18.5% YoY to $356M from $437M, contributing to operating income growth.
- · Interest expense was nearly flat at $69M vs $71M.
- · The company recorded a $62M tax benefit from resolution of certain tax matters, boosting net income.
- · Inventories increased 11.9% sequentially to $782M from $699M at year-end, but decreased 10.0% from $869M a year ago.
- · Total debt (current + long-term) was $3,613M as of May 2, 2026, down from $3,892M at January 31, 2026, reflecting $289M in debt repayments.
- · Shareholders' deficit improved to ($1,131M) from ($1,279M) at year-end, driven by net income and dividends.
- · No share repurchases occurred in Q1 2026, compared to $136M in Q1 2025.
- · Cash and cash equivalents fell 14.0% from year-end to $820M, primarily due to debt repayments and dividends.
- · Easton assets held for sale remained at $81M, unchanged from year-end.
27-05-2026
BridgeBio Pharma announced that the FDA has accepted and granted Priority Review for its New Drug Application (NDA) for BBP-418 for the treatment of LGMD2I/R9, a rare genetic muscle disease. The acceptance marks a key regulatory milestone, with a decision expected within six months.
- · FDA Priority Review designation typically shortens review time to 6 months from standard 10 months.
- · LGMD2I/R9 is a rare genetic muscle disease with no approved therapies.
27-05-2026
Phreesia reported Q1 FY2027 revenue of $130.9M, up 13% YoY, and swung to net income of $3.0M from a net loss of $3.9M in the prior year. Adjusted EBITDA improved to $30.5M from $20.8M, and free cash flow more than doubled to $16.4M. However, the company maintained its FY2027 revenue outlook of $510M-$520M, citing lower committed spend from network solutions clients in the second half due to brand-specific regulatory impacts, and implemented a restructuring plan in May 2026 to reduce operating expenses.
- · The New Capital One Credit Facility is a 5-year, $275M senior secured revolving credit facility maturing March 13, 2031, with $84.2M outstanding as of April 30, 2026.
- · The AccessOne Securitization Program facility limit was increased from $200M to $300M and extended through April 30, 2029.
- · Phreesia became a joint and several co-guarantor of AccessOne MedCard’s obligations under the Securitization Program, but the guaranty does not cover non-payment due to obligor insolvency.
- · The restructuring plan implemented in May 2026 is expected to result in meaningful annualized run-rate expense savings, already reflected in the Adjusted EBITDA outlook.
- · Network solutions clients are committing lower spend levels for H2 FY2027 than previously anticipated due to brand-specific regulatory impacts, adding variability to internal revenue forecasting.
- · The FY2027 revenue outlook assumes ~$37M contribution from AccessOne and no additional revenue from future acquisitions.
- · The company expects AHSC growth in the mid-single-digit percent range and total revenue per AHSC growth in the low-single-digit percent range for FY2027.
27-05-2026
F&M Bank Corp. filed an 8-K on May 27, 2026, reporting that its Board of Directors approved an amendment to the 2020 Stock Incentive Plan on May 21, 2026. The amendment adds a 'Retirement' definition (age 65 and five years of service), grants the Compensation Committee discretion to accelerate vesting upon Retirement, and updates the clawback provision to comply with legal and regulatory requirements. No financial figures or performance metrics were disclosed in this filing.
- · The amendment was approved by the Board of Directors on May 21, 2026.
- · The Retirement definition requires age 65 and at least five consecutive years of employment or service.
- · The Compensation Committee has discretionary authority to accelerate vesting of unvested awards upon Retirement.
- · The clawback provision was updated to align with any applicable law, regulation, or stock exchange listing requirement.
- · The full text of the amendment is filed as Exhibit 10.1.
27-05-2026
AMSC reported fiscal year 2026 revenues of $299.2M, up 34.3% from $222.8M in FY2025, driven by strong growth in both Grid (+34.3%) and Wind (+34.2%) segments. The company swung to an operating income of $11.4M from a loss of $1.1M in the prior year, with Grid operating income increasing to $8.5M from $1.8M and Wind operating income rising to $7.1M from $3.8M, while unallocated corporate expenses decreased to $4.2M from $6.7M.
- · AMSC provides turnkey systems for electric utilities and renewable energy developers, including grid interconnection and power quality solutions.
- · The company serves key markets locally in 16 countries including Australia, Brazil, India, and the United States.
- · D-VAR systems are used for reactive power compensation to stabilize voltage and connect wind/solar farms to the grid.
- · actiVAR systems mitigate voltage sags and reduce inrush currents for large motors, offering a cost-effective alternative to adjustable speed drives.
- · Grid segment includes shipyard infrastructure power solutions and ship protection products for U.S. and allied Navies.
27-05-2026
Passage Bio, Inc. (PASG) terminated two material agreements in late May 2026. The company ended its research collaboration with Gemma Biotherapeutics for Huntington's disease and Temporal Lobe Epilepsy programs, and exited its Philadelphia office lease by paying a $2.3 million termination fee. These actions signal a significant strategic shift and cost-reduction effort, though no specific financial impact or new strategic direction was disclosed.
- · The Gemma Collaboration Agreement was originally dated July 31, 2024.
- · The Huntington's disease program was active; the Temporal Lobe Epilepsy program was already paused.
- · The 2005 Market Street lease commenced in February 2021 and was set to expire in December 2031.
- · The company had subleased substantially all of the office space under two sublease agreements in August and September 2023.
- · Passage Bio is a remote-only company and does not maintain a headquarters.
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.
27-05-2026
Transcat Inc. reported total revenue of $331.9 million for FY 2026, a 19.2% increase from $278.4 million in FY 2025, driven by 19.7% service revenue growth and 18.2% distribution sales growth. However, operating income margin declined sharply to 4.0% from 6.4% in the prior year, and net income margin fell to 1.6% from 5.2%, as selling, marketing and warehouse expenses rose to 12.9% from 12.0% and general and administrative expenses increased to 15.8% from 13.7%.
- · Service revenue growth was strongest in Q3 FY 2026 at 29.1% YoY, while the weakest quarter was Q4 FY 2025 at 11.3%.
- · Distribution sales growth ranged from a high of 24.0% in Q2 FY 2026 to a low of 10.5% in Q4 FY 2026 (and 3.9% in Q4 FY 2025).
- · Trailing twelve-month service revenue grew steadily from $173.5M in Q1 FY 2025 to $217.2M in Q4 FY 2026.
- · Service gross profit margin declined to 32.5% in FY 2026 from 33.4% in FY 2025, while distribution gross profit margin improved to 32.9% from 29.7%.
- · Total operating expenses as a percentage of revenue rose to 28.6% from 25.7%, with G&A expenses increasing 210 basis points.
- · Interest and other expenses moved from income of 0.2% of revenue (negative expense) to an expense of 1.6% of revenue.
27-05-2026
The Honest Company, Inc. (HNST) announced the promotion of Curtiss Bruce to Chief Financial & Operating Officer, effective May 21, 2026, adding principal operating officer responsibilities to his existing CFO role. He received a long-term incentive award of approximately $200,000 in time-vesting RSUs. Separately, at the 2026 annual meeting held on May 21, 2026, stockholders elected three Class II directors (Jessica Alba, Alissa Hsu Lynch, Andrea A. Turner) and ratified PricewaterhouseCoopers LLP as independent auditor for fiscal 2026. Notably, Jessica Alba received a significant number of withheld votes (21,791,263) compared to the other nominees, indicating mixed shareholder support.
- · Curtiss Bruce's promotion was effective May 21, 2026; he previously served as CFO since June 2025.
- · The RSU award vests 25% on May 19, 2027, and 1/12th of the remaining on each of the next 12 quarterly vesting dates.
- · Jessica Alba received 21,791,263 withheld votes (55.5% of votes cast), significantly more than the other director nominees.
- · Alissa Hsu Lynch received 5,819,114 withheld votes; Andrea A. Turner received 1,338,601 withheld votes.
- · Ratification of PwC passed with 71,155,449 votes for, 299,331 against, and 537,968 abstentions.
- · The company is an emerging growth company and has elected not to use the extended transition period for new financial accounting standards.
27-05-2026
Alnylam Pharmaceuticals announced the election of Benjamin F. Cravatt, Ph.D. to its Board of Directors, effective June 1, 2026, expanding the board from ten to eleven members. Dr. Cravatt will serve as a Class III director until the 2028 annual meeting and will receive an annual cash retainer of $75,000 plus an initial stock option grant valued at $600,000. Separately, at the Annual Meeting held on May 20, 2026, all three Class I director nominees were re-elected, with Elliott Sigal, M.D., Ph.D. receiving the lowest support (107,495,421 votes for, 12,844,836 against), and the advisory vote on executive compensation passed with 111,772,389 votes for and 8,552,534 against.
- · Dr. Cravatt will serve on the Board's Science and Technology Committee.
- · The initial stock option vests one-third on each of the first, second, and third anniversaries of the grant date.
- · Annual equity awards for non-employee directors consist of $200,000 in RSUs and a $200,000 stock option, each vesting fully on the one-year anniversary.
- · Elliott Sigal received 12,844,836 votes against, the highest opposition among the three Class I nominees.
- · The ratification of PricewaterhouseCoopers LLP as independent auditors passed with 119,847,735 votes for and 5,937,274 against.
- · There were 5,450,286 broker non-votes on the director elections and the advisory vote on executive compensation.
27-05-2026
Medicus Pharma Ltd. entered into a Notes Purchase Agreement with Streeterville Capital, LLC on May 27, 2026, issuing secured promissory notes totaling $22,864,225 in principal ($12,864,225 A-1 Note and $10,000,000 B Note) for a Purchase Price of $22,000,000. The A-1 Note carries an $834,225 original issue discount and $30,000 in transaction expense amounts. The B Note is secured by cash in a deposit account via a Deposit Account Control Agreement (DACA), with additional collateral including guarantees from four subsidiaries and security agreements over intellectual property and assets. The filing does not disclose financial trends or period-over-period comparisons, and no negative or flat metrics are present beyond the secured/liquidity-sensitive structure.
- · The A-1 Note carries an Original Issue Discount of $834,225 and a $30,000 Transaction Expense Amount, both included in its principal balance.
- · The B Note is fully secured by cash in a Deposit Account via a DACA, and the Company granted a first-position security interest in that account.
- · Additional collateral includes a Guaranty from four subsidiaries (SkinJect, Medicus Pharma Inc., Antev, MDCX Holdings), an Intellectual Property Security Agreement from Antev, and Security Agreements from Antev and the Company.
- · The B Note can be exchanged into A Notes (at Company's option) if the aggregate outstanding balance of A Notes is reduced by $2,000,000, on a 2-to-1 formula ($2M reduction in A Notes allows $1M exchange of B Note), subject to compliance with Section 4(xi).
- · The issuance is made under Section 4(a)(2) of the Securities Act, Rule 506, and Section 2.3 of OSC Rule 72-503 (Canada) — a hybrid US/Canadian private placement.
- · Company represents it is a 'reporting issuer' under Canadian Securities Laws and not in default in any Canadian province/territory.
- · Company acknowledges it is not a 'Shell Company' and has not conducted undisclosed financing transactions requiring SEC disclosure.
27-05-2026
Veris Residential, Inc. announced the completion of its $3.5 billion acquisition by an investor consortium led by Affinius Capital and Vista Hill Partners. Shareholders received $19.00 per share in cash, and the company's common stock has ceased trading on the NYSE.
- · Affinius Capital has $61 billion in assets under management.
- · Affinius Capital's portfolio includes over $14 billion in U.S. multifamily acquisitions and developments representing approximately 35,000 units.
- · Vista Hill Partners is co-led by Jonathan Kushner of Kushner Real Estate Group.
- · Goldman Sachs & Co LLC acted as lead arranger and underwriter on the bridge loan; UBS Securities LLC acted as co-arranger and underwriter.
27-05-2026
Laureate Education held its 2026 Annual Meeting on May 21, 2026, where stockholders approved the 2026 Long-Term Incentive Plan and elected nine directors. All proposals passed with strong support, including the advisory vote on executive compensation (94.7% FOR) and ratification of PricewaterhouseCoopers as auditor (98.9% FOR).
- · Andrew B. Cohen received 103,689,693 FOR votes and 27,148,347 WITHHELD, with 2,569,173 broker non-votes.
- · Ian K. Snow received 98,386,712 FOR and 32,451,328 WITHHELD, the lowest FOR count among nominees.
- · Proposal 2 (executive compensation) had 123,923,828 FOR, 5,954,593 AGAINST, 959,619 ABSTAIN, and 2,569,173 broker non-votes.
- · Proposal 4 (incentive plan) had 122,859,974 FOR, 7,052,457 AGAINST, 925,609 ABSTAIN, and 2,569,173 broker non-votes.
27-05-2026
Tredegar Corporation announced the resignation of directors George C. Freeman, III and Carl E. Tack, III, effective May 22, 2026, and the election of Joseph Haniford as an independent director. The departures are part of a board transition, with no financial or operational impact disclosed. The company did not report any changes in financial performance or guidance.
- · George C. Freeman, III served as director since 2011; Carl E. Tack, III served since 2014.
- · Joseph Haniford previously served as COO and Senior VP at Carpenter Technology Corporation (July 2015 to September 2023) and as Chairperson of River Valley Health since July 2023.
- · Tredegar operates approximately 1,600 employees with manufacturing facilities in North America and Asia.
27-05-2026
Immunocore Holdings plc held its 2026 Annual General Meeting on May 27, 2026, where all ten resolutions were passed. While most resolutions received overwhelming support (e.g., re-appointment of directors Siddharth Kaul and William Pao with over 99% for votes), the advisory vote on named executive officer compensation and the re-appointment of director Kristine Peterson each saw significant opposition, with approximately 22.5% of votes cast against. The directors' remuneration report also faced notable dissent, with 22.8% against.
- · The AGM was held on May 27, 2026, and all ten resolutions were passed.
- · Resolution 9 (directors' remuneration report) had the highest number of abstentions at 85,575 votes.
- · Resolution 5 (ratification of Deloitte as U.S. auditor) had the highest support percentage, with only 984 votes against.
- · Resolution 10 (political donations authorization) had the lowest number of against votes at 82,113.
- · The proxy statement was filed on April 16, 2026.
27-05-2026
NCS Multistage Holdings, Inc. held its 2026 Annual Meeting on May 27, 2026, with 84.9% of eligible votes cast. Stockholders elected two Class III directors (John Deane and W. Matt Ralls), ratified Grant Thornton LLP as independent auditor for 2026, and approved advisory say-on-pay compensation. All proposals passed with strong support, though director John Deane received a relatively lower 'for' vote percentage (92.7%) compared to W. Matt Ralls (95.7%).
- · John Deane received 1,800,311 votes 'for' and 142,468 'withheld' (92.7% for).
- · W. Matt Ralls received 1,858,268 votes 'for' and 84,511 'withheld' (95.7% for).
- · Ratification of Grant Thornton LLP passed with 2,226,925 'for', 849 'against', and 933 abstentions.
- · Advisory say-on-pay passed with 1,938,033 'for', 3,111 'against', and 1,635 abstentions.
- · Broker non-votes totaled 285,928 for director election and say-on-pay proposals.
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.
27-05-2026
Murphy USA Inc. announced the issuance of $500,000,000 aggregate principal amount of 5.875% Senior Notes due 2034 by its subsidiary Murphy Oil USA, with Murphy USA and other guarantors providing guarantees. The notes bear interest at 5.875% per annum, mature on June 1, 2034, and include customary covenants and redemption provisions. The offering was conducted under Rule 144A and Regulation S, and the notes are not registered under the Securities Act.
- · Interest on the 2034 Notes is payable semi-annually on June 1 and December 1, beginning December 1, 2026.
- · The notes may be redeemed at any time on or after June 1, 2029 at specified redemption prices, or prior to that date at a 'make whole' redemption price.
- · Up to 40% of the notes can be redeemed with net cash proceeds from certain equity offerings before June 1, 2029, provided at least 60% remains outstanding and redemption occurs within 90 days of the equity offering.
- · Most restrictive covenants will be suspended if the notes receive investment grade ratings from any two of S&P, Moody's, and Fitch, and no default is continuing.
- · The notes were sold only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and are not registered under the Securities Act.
27-05-2026
Cocrystal Pharma, Inc. filed a DEFA14A proxy statement on May 27, 2026, for its upcoming annual meeting. The board recommends voting 'for' the election of five directors, ratification of Weinberg & Company as auditor for FY2026, and approval of meeting adjournment if needed. The record date is May 19, 2026, and voting closes on July 13, 2026.
- · Record date for voting eligibility is May 19, 2026.
- · Online voting deadline is 11:59 PM Eastern Time on July 13, 2026.
- · Paper copy requests must be made before June 30, 2026.
- · Proposal 3 allows adjournment of the annual meeting if insufficient votes exist to approve any proposal.
- · The board recommends 'for' on all four proposals.
27-05-2026
TTEC Holdings, Inc. completed a redomestication from Delaware to Texas on May 22, 2026, effective with the filing of an 8-K on May 27, 2026. The company filed a new Certificate of Formation under the Texas Business Organizations Code, authorizing 150 million shares of Common Stock ($0.01 par value) and 10 million shares of Preferred Stock ($0.01 par value). Key governance changes include elimination of cumulative voting, a 25% threshold for shareholders to call special meetings, and officer/director liability protection to the fullest extent permitted by Texas law.
- · The redomestication was accomplished via a plan of conversion from a Delaware corporation to a Texas corporation.
- · The corporation's initial registered agent in Texas is CT Corporation System.
- · Initial registered office is at 1999 Bryan Street, Suite 900, Dallas, Texas 75201; initial mailing address is 100 Congress Avenue, Suite 1425, Austin, Texas 78701.
- · The corporation elects to be governed by Section 21.419 of the TBOC regarding derivative proceedings.
- · The Certificate of Formation eliminates preemptive rights for shareholders and provides for indemnification of directors, officers, and agents to the fullest extent permitted by Texas law.
27-05-2026
Cocrystal Pharma, Inc. filed a DEF 14A proxy statement for its 2026 Annual Meeting of Stockholders to be held virtually on July 14, 2025 (note: year appears inconsistent). The meeting will address the election of directors, ratification of independent auditors, and adjournment. As of the record date May 19, 2026, there were 13,787,453 shares of common stock outstanding and entitled to vote.
- · Annual Meeting will be held virtually via audio conference call on July 14, 2025 (filed in 2026).
- · Record date for voting is May 19, 2026.
- · Proposals include election of directors, ratification of independent registered public accounting firm, and adjournment.
- · No outstanding preferred stock as of record date.
- · Proxy materials first mailed on or about May 29, 2026.
27-05-2026
Liminatus Pharma, Inc. received a notice from Nasdaq on May 20, 2026, that it has failed to regain compliance with the $50M market value of listed securities (MVLS) rule and the $15M market value of publicly held shares (MVPHS) rule. The company's securities were set to be suspended and delisted from The Nasdaq Global Market, but on May 26, 2026, the company requested an appeal before the Nasdaq Hearings Panel, which stays any suspension or delisting action pending the hearing. The outcome of the appeal remains uncertain.
- · The initial non-compliance notices from Nasdaq were received on November 19, 2025.
- · The 180-day compliance period expired on May 18, 2026.
- · The delisting notice was received on May 20, 2026.
- · Without an appeal, trading suspension would begin at the opening of business on May 29, 2026.
- · The company requested an appeal before the Nasdaq Hearings Panel on May 26, 2026, which stays any delisting action pending the hearing.
- · The filing includes forward-looking statements and disclaimers about the uncertainty of regaining compliance.
27-05-2026
Regency Centers Corporation made available an updated investor presentation on May 27, 2026, accessible through its website. The filing is a Regulation FD disclosure and does not contain any financial results, quantitative data, or material changes.
27-05-2026
PCB Bancorp held its annual meeting on May 27, 2026, with 70.47% of outstanding shares represented. All eight director nominees were elected, and shareholders approved both the advisory vote on executive compensation and the ratification of Crowe LLP as the independent auditor for fiscal 2026. Notably, nominee Sang Young Lee received the highest number of votes withheld (631,778), representing 7.3% of votes cast, indicating some shareholder dissent.
- · The advisory vote on executive compensation received 8,493,476 votes for, 138,194 against, and 10,060 abstentions, with 1,387,346 broker non-votes.
- · Ratification of Crowe LLP as auditor was approved with 10,015,747 votes for, 12,926 against, and 403 abstentions, with no broker non-votes.
- · All director nominees received over 8 million votes for, with Sang Young Lee receiving the fewest (8,009,952) and the most votes withheld (631,778).
- · Broker non-votes totaled 1,387,346 for each director election and for the executive compensation proposal.
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.
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.
27-05-2026
Dermata Therapeutics held its 2026 Annual Meeting on May 27, 2026, with approximately 59% of outstanding shares represented. Stockholders approved all six proposals, including the election of three Class II directors (David Hale, Steven Mento, Brittany Bradrick), ratification of CBIZ CPAs P.C. as auditor, issuance of shares underlying warrants, repricing of warrants, an amendment to the 2021 Omnibus Equity Incentive Plan increasing authorized shares to 402,214, and adjournment authority. However, the Issuance Proposal and Warrant Repricing Proposal received significant broker non-votes (1,068,656 each) and relatively low 'For' votes (315,477 and 439,573, respectively), indicating potential shareholder concerns or lack of support on those matters.
- · The Issuance Proposal received only 315,477 'For' votes against 22,696 'Against' and 967,642 'Abstain', with 1,068,656 broker non-votes.
- · The Warrant Repricing Proposal received 439,573 'For' votes, 21,203 'Against', 845,039 'Abstain', and 1,068,656 broker non-votes.
- · The Plan Amendment Proposal was approved with 1,243,540 'For', 47,441 'Against', 14,834 'Abstain', and 1,068,656 broker non-votes.
- · The Auditor Proposal (ratification of CBIZ CPAs P.C.) passed with 2,329,537 'For', 43,122 'Against', and 1,812 'Abstain'.
- · The Adjournment Proposal passed with 1,269,857 'For', 21,137 'Against', and 14,821 'Abstain'.
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.
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