US Corporate Board Director Changes SEC Filings — October 27, 2026

USA Board Room Changes

By Gunpowder Editorial ·

38 high priority 38 total filings analysed

Executive Summary

This digest covers 38 filings tied to the USA Board Room Changes stream (Officer Change, Director Change, Board Change), dated October 27, 2026.

The dominant theme is C-suite and finance-leadership turnover: at least a dozen CFO, CAO, COO, CCO or CEO transitions, with several interim CFO appointments (Visteon, Axcelis, TV Channels, Resources Connection, Hycroft's planned transition) that point to near-term execution risk during reporting cycles. Board refreshment is equally visible, with new independent directors at Amgen, Better Home & Finance, Entera Bio, Altimmune, BlackBerry, Hycroft and FHLB Indianapolis, generally read as governance hygiene rather than distress. The most material event is Cooper Companies, where the CEO was removed and an independent director installed as Executive Chair while guidance was reaffirmed despite acknowledged underperformance. Xylem's Q3 2026 print is the main quantitative datapoint in scope: orders up 7% reported and 10% organic, revenue down 3% reported and flat organically, adjusted EPS guidance cut to $5.40-$5.45 from $5.55-$5.70, and a divestiture-driven three-segment restructuring effective January 1, 2027. Most filings disclose no period-over-period financial data, so the enriched comparison fields are sparse across this batch; conclusions below rely primarily on governance and compensation disclosures. Several filings carry non-financial enriched data only, and where a classification is ambiguous (e.g., CCO Holdings, Charter preferred dividend) it has been flagged rather than forced.

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

Filing types in this digest: 8-K

Tracking the trend? Catch up on the prior US Corporate Board Director Changes SEC Filings digest from October 20, 2026.

Investment Signals (12)

  • Xylem ↓ (MIXED)
    ▲

    Q3 2026 orders rose 7% reported (10% organic) to $2.3B, net income attributable rose to $291M from $227M, but adjusted EPS grew only 5% to $1.44 and FY2026 adjusted EPS guidance was cut to $5.40-$5.45 from $5.55-$5.70

  • Independent director Walt Rosebrough elected Executive Chair with day-to-day operating control, CEO Al White III removed effective immediately, FY2026 guidance reaffirmed while management concedes performance missed expectations; three directors not standing in 2027

  • Goodyear Tire & Rubber ↓ (NEUTRAL-POSITIVE)
    ▲

    New CFO Jerome Rouquet (from Visteon) receives $900K base, $900K target bonus, $3.2M LTI and $5.8M make-whole/inducement awards, signaling a significant recruiting investment in finance leadership

  • Altimmune ↓ (BULLISH)
    ▲

    Board succession to Peter Greenleaf and Alex Howarth (former Madrigal CFO, Madrigal launched first approved MASH treatment) aligns directorship with late-stage pemvidutide transition and secured financing

  • ▲

    EB613 Phase 2 met primary (bone turnover biomarker) and secondary (BMD) endpoints; Organon's Dr. Juan Camilo Arjona Ferreira joins the board effective December 1, 2026

  • ▲

    $211M unrestricted cash with no debt; COO Michael Deal appointed, CFO Stan Rideout moves to EVP Strategic Advisor effective March 16, 2027 with search underway, and four new independent directors added

  • Axcelis Technologies ↓ (NEUTRAL-POSITIVE)
    ▲

    Permanent CFO Jeroen Delsman (ex-Veeco, Sanmina, Ferrotec) effective November 12, 2026, with interim CFO David Ryzhik moving to lead integration planning for the pending Veeco merger

  • Visteon ↓ (BEARISH)
    ▲

    CFO Jerome Rouquet departs November 30, 2026 for other opportunities, with CAO Colleen Myers as interim CFO; the Goodyear appointment of Rouquet shortly after raises questions about the reason for departure

  • Air Lease ↓ (BEARISH)
    ▲

    Chief Commercial Officer and director David Swan resigns effective immediately on October 27, 2026 with no disagreement disclosed, removing a commercial leader during a period of leadership transition

  • CFO Jorge Verar resigned effective October 31, 2026; CEO Darryl Payne assumes principal financial and accounting officer roles without added compensation and bookkeeping is outsourced to Verar's firm, a control-environment concern for a small issuer

  • CEO Paul Sternlieb's offer letter amendment (retention through at least July 31, 2030) enhances CIC and severance benefits without raising base, bonus or annual equity, a retention-focused move

  • Modine Manufacturing ↓ (NEUTRAL-BEARISH)
    ▲

    New Executive Severance Plan with CEO Brinker's CIC severance raised to 3x salary plus greater of target or average bonus, and PSAs now pay at greater of target or trend upon change in control, increasing takeover cost for an acquirer

Risk Flags (9)

  • Long-term debt rose to $2,365M from $1,408M and interest expense to $21M from $6M in Q3 2026, cash fell to $708M from $1,479M at year-end 2025, FY2026 adjusted EPS and FCF margin guidance cut, and revenue flat organically despite 10% organic orders growth

  • CEO removed and replaced with Executive Chair, CEO search underway with Russell Reynolds, and management admits recent results missed expectations while reaffirming FY2026 guidance, a combination that often precedes a guidance reset

  • Visteon/CFO Turnover↓ [ELEVATED RISK]
    ▼

    Departure of CFO Jerome Rouquet effective November 30, 2026 with an interim successor and a permanent search underway, immediately followed by his move to Goodyear, creating finance-function continuity risk through a reporting period

  • CFO resigned, CEO assumes principal financial and accounting officer roles, and bookkeeping and statement preparation is outsourced to the departing CFO's firm as an independent contractor; this combination of concentration and related-party-style outsourcing is a control red flag

  • CFO transition effective March 16, 2027 with a search in progress, plus retirement of David Thomas April 30, 2027, creating a multi-month leadership vacuum in finance and operations for a company holding $211M in cash

  • Chief Commercial Officer David Swan resigned immediately from both the executive role and board on October 27, 2026, a sudden loss of commercial leadership with no successor named in the filing

  • General Counsel and Corporate Secretary Lynne Fuller-Andrews stepped down from the executive role October 23, 2026 with a successor search underway, leaving the legal and governance function under interim cover

  • ▼

    New CFO package totals roughly $9.9M in target annual value plus $5.8M make-whole and inducement awards and 1.5x severance, a material cost signal in an environment of already-pressured guidance at peers such as Visteon

  • COO Timothy Keutzer retires effective December 31, 2026 with only a ~2-month hourly consulting tail through February 28, 2027, and the company's CEO also serves as CFO, concentrating operational and financial oversight

Opportunities (8)

  • Board refresh with Alex Howarth (former Madrigal CFO) as the company moves into late-stage pemvidutide development, adding directly relevant launch and finance expertise ahead of pivotal milestones

  • Phase 2 hit both primary and secondary endpoints, and the new board member from Organon brings late-stage osteoporosis and women's health experience, a credible setup for partnering or Phase 3 planning

  • $211M unrestricted cash, zero debt, ~18,700 m drill program, and high-grade silver results at Brimstone and Vortex, with a freshly strengthened board covering operations, technical services and finance

  • Divestiture of Applied Water International and Specialty Flow Control with a move to three segments on January 1, 2027 could unlock value if proceeds are redeployed toward the Cornell Pump and Roper Pump acquisition economics

  • ◆

    David Gibbs (ex-Yum! Brands CEO who led digital transformation) joins Audit and Compensation committees, with 12 of 13 directors independent, a governance positive for a large-cap biotech

  • Appointment of David Chaikof, a long-time external counsel with M&A and governance depth, lifts independent directors to 8 of 9, a governance improvement that may support future strategic transactions

  • Permanent CFO Jeroen Delsman starts November 12, 2026 with Veeco integration responsibility shifting to David Ryzhik, giving the pending merger a defined finance lead and integration owner

  • Merlin (Inflection Point IV)/Commercial Continuity (OPPORTUNITY)
    ◆

    Internal promotion of CRO Mark Brunner to President alongside CEO Matthew George keeps revenue leadership intact and signals succession depth at a Boston emerging growth company

Sector Themes (6)

  • Interim CFO Proliferation (THEME)
    ◆

    At least five filings in scope (Visteon, Axcelis, TV Channels Network, Resources Connection, plus Hycroft's search and Goodyear's Deakin overlap) involve an interim or transitional CFO, a cluster suggesting the finance-leadership talent pool is tight and that transitions are frequently timed around reporting cycles or M&A

  • Retention-Driven Executive Compensation Reset (THEME)
    ◆

    Enerpac (CEO retention through 2030), Modine (CEO CIC severance to 3x), Goodyear (CFO make-whole of $5.8M) and Columbia Banking (equity grant floors for a departing co-president) show boards using enhanced severance, change-in-control and make-whole mechanics to lock in leadership, raising deal costs for acquirers

  • Board Refreshment with Operator and Sector Expertise (THEME)
    ◆

    Amgen, Better Home & Finance (Yaccarino), Entera Bio, Altimmune, Hycroft, BlackBerry and FHLB Indianapolis all added directors, with a clear pattern toward operating CEOs, former CFOs and sector R&D leaders rather than purely independent counsel, consistent with stronger governance expectations

  • Independent Counsel and Governance Cleanup (THEME)
    ◆

    BlackBerry (Chaikof), Hycroft and Amgen moved toward higher independence ratios, while First Horizon and CSB Financial updated bylaws on board size, advance notice and nomination mechanics, indicating a broad governance hygiene cycle in 2026 filings

  • Biotech Leadership Transitions Tied to Late-Stage Milestones (THEME)
    ◆

    Altimmune, Entera Bio, Cardiff Oncology (interim CMO ahead of Phase 3 in Q1 2027), Spero (COO retirement) and Hycroft show companies rebuilding management and boards around late-stage clinical or project execution milestones, with CMO and COO turnover typically clustering near pivotal programs

  • Financial-Control Concentration in Small Issuers (THEME)
    ◆

    TV Channels Network (CEO as PFO/PAO and outsourced bookkeeping), Spero (CEO also CFO) and Ares funds (CAO consolidated under a single PAO) show consolidation of financial-reporting roles that may warrant closer audit committee attention

Watch List (8)

  • Cooper Companies (COO) (DATE PENDING)
    👁

    Watch for FY2026 guidance revision and the CEO search outcome with Russell Reynolds; Executive Chair Rosebrough's first earnings call, and Shlomi Nachman's board start on December 8, 2026

  • Xylem (XYL) (DATE PENDING)
    👁

    Watch for closing of the Cornell Pump and Roper Pump acquisition, timing of Applied Water International and Specialty Flow Control divestitures, and January 1, 2027 segment transition; FY2026 earnings and 2027 outlook

  • Visteon (VC)
    👁

    Permanent CFO appointment following the November 30, 2026 Rouquet departure, and the interim CFO Colleen Myers' first public quarter [November 30, 2026 transition]

  • Goodyear Tire & Rubber (GT)
    👁

    Rouquet's first day as EVP and CFO on December 1, 2026 and any commentary on the new finance team's guidance philosophy [December 1, 2026]

  • Axcelis Technologies (ACLS)
    👁

    Jeroen Delsman's start on November 12, 2026, and integration milestones for the pending Veeco merger under David Ryzhik [November 12, 2026]

  • Altimmune (ALT)
    👁

    New directors Greenleaf and Howarth join November 2, 2026; watch for pemvidutide late-stage milestones and the 2027 Annual Meeting board slate changes [November 2, 2026]

  • Cardiff Oncology (CRDF)
    👁

    Interim CMO Leila Alland's tenure and the planned start of the registrational Phase 3 onvansertib study in Q1 2027 [Q1 2027]

  • TV Channels Network (TVCN)
    👁

    Post-resignation financial reporting quality following CFO Verar's October 31, 2026 exit and the outsourced bookkeeping arrangement; any 10-K/10-Q timeliness issues [October 31, 2026 onward]

Filing Analyses (38)
Sensei Biotherapeutics, Inc. 8-K neutral materiality 3/10

27-10-2026

Faeth Therapeutics, Inc. (Nasdaq: FTH) disclosed that its Board of Directors increased its size from six to seven and appointed Adam Schayowitz, Ph.D., as a Class III director effective October 23, 2026. Dr. Schayowitz is currently Executive Vice President and Head of Research and Development at Zymeworks Inc., and brings oncology drug development and commercialization experience. The filing reports an appointment and standard director compensation only; no financial results or quantitative performance metrics were disclosed.

  • · Dr. Schayowitz's term runs until the 2027 annual meeting of stockholders.
  • · Dr. Schayowitz holds a B.A. from Hamilton College, a Ph.D. from the University of Maryland School of Medicine, and an M.B.A. from Johns Hopkins University.
  • · Filing states there are no family relationships, no related-party transactions under Item 404(a), and no arrangements with other persons tied to the appointment.
  • · Options vest in full upon a Change in Control, subject to continued service.
  • · Dr. Schayowitz will enter the company's standard indemnification agreement, previously filed as Exhibit 10.4 to the Form S-1 (File No. 333-252138).
IEH Corp 8-K neutral materiality 3/10

27-10-2026

IEH Corporation entered into a three-year employment agreement dated October 23, 2026 (effective November 1, 2026, expiring October 31, 2029) with CFO, Treasurer and Corporate Secretary Subrata Purkayastha, featuring a $293,950 base salary, an annual bonus of up to 100% of base salary, and a 35,000-share option grant (exercise price $29.60, fully vested). The agreement provides 24 months of base salary severance plus 24 months of health benefits on termination without cause or for good reason, and includes change-in-control protections for three years, subject to Section 280G limits. No deterioration in operating performance is reported; the filing is a compensation and governance disclosure.

  • · Agreement dated October 23, 2026 with effective date November 1, 2026
  • · Severance and change-in-control benefits are subject to Section 280G excess parachute limitations
  • · Customary confidentiality, employee non-solicitation and non-competition obligations survive termination
  • · Options are for the fiscal year ended March 31, 2027 and are immediately vested
  • · Full agreement filed as Exhibit 10.1 and furnished, not filed, under Item 5.02
HYCROFT MINING HOLDING CORP 8-K positive materiality 6/10

27-10-2026

Hycroft Mining reported Q3 2026 results and the filing of its Form 10-Q, highlighting $211 million in unrestricted cash with no debt, a 2025-2026 exploration drill program of approximately 18,700 meters drilled, and continued high-grade silver results at Brimstone and Vortex. The company announced leadership changes, including Michael Deal's appointment as Chief Operating Officer, the planned transition of CFO Stan Rideout to Executive Vice President, Strategic Advisor effective March 16, 2027 (with a CFO search underway), and the retirement of David Thomas effective April 30, 2027. The filing contains no revenue, earnings, or period-over-period financial comparison data, and no negative operating metrics are disclosed.

  • · CFO Stan Rideout transitions to Executive Vice President, Strategic Advisor effective March 16, 2027; a CFO search has commenced
  • · David Thomas retires effective April 30, 2027 and will remain a consultant
  • · Four new independent directors appointed to the Board, covering mining operations, technical services, finance, and governance
  • · Conceptual underground mine design work with RESPEC and Hatch is substantially complete and will feed 2027 project optimization
  • · Roasting vs. POX processing trade-off study to be finalized in Q4 2026, with results expected in Q1 2027
  • · Heap leach metallurgical test work expected to complete in the first half of 2027
Better Home & Finance Holding Co 8-K neutral materiality 4/10

27-10-2026

Better Home & Finance Holding Co appointed Linda Yaccarino, former CEO of X Corp (formerly Twitter) and former Chairman of Global Advertising and Partnerships at NBC Universal, as an independent director effective October 20, 2026, with a term expiring at the 2027 annual meeting and annual compensation of $175,000 in restricted stock. Concurrently, director Paula Tuffin resigned from the Board effective immediately, a decision the company states was not due to any disagreement; she will continue as General Counsel, Chief Compliance Officer and Secretary.

  • · Yaccarino has been CEO of eMed, a telehealth company, since August 2025, and was CEO of X Corp from June 2023 to July 2025
  • · Yaccarino's board committee assignments have not yet been determined
  • · Tuffin's resignation was not the result of any disagreement with the Company on operations, policies or practices
  • · Yaccarino has no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K
AMGEN INC 8-K neutral materiality 3/10

27-10-2026

Amgen appointed David W. Gibbs, former president and CEO of Yum! Brands, to its Board of Directors effective immediately, with seats on the Audit and Compensation and Management Development Committees. Following the appointment the Board will have 13 directors, 12 of whom are independent. The filing contains no financial results, so no performance metrics are reported in either direction.

  • · Gibbs served as Yum! Brands CEO from 2020 to 2025 and led its digital transformation.
  • · Gibbs chairs the Human Capital and Compensation Committee at Under Armour (board member since 2021) and sits on the Audit Committee at PepsiCo (since 2026).
  • · Bradway said Gibbs' direct customer-relationship experience will inform preparation for future launches.
FIRST HORIZON CORP 8-K neutral materiality 4/10

27-10-2026

First Horizon Corporation (FHN-PF) filed an 8-K under Items 5.02, 5.03, and 9.01, attaching its Bylaws as amended and restated effective October 26, 2026. The restated bylaws set the principal office at 165 Madison Avenue, Memphis, Tennessee, fix the Board at thirteen directors (changeable only by bylaw amendment approved by a majority of the entire Board), and tighten advance-notice procedures for shareholder proposals and director nominations (90 to 120 days before the meeting date, with a fallback window if fewer than 100 days' notice is given). The filing does not disclose any specific financial results, amounts, or percentage changes.

  • · Principal office is 165 Madison Avenue, Memphis, Tennessee; registered office is the same.
  • · Board size may only be changed by a bylaw amendment adopted by a majority of the entire Board then in office.
  • · Directors need not be shareholders or Tennessee residents.
  • · Board committees cannot fill Board vacancies, adopt or amend bylaws, authorize distributions, or approve share issuances or repurchases except within Board-prescribed formulas or limits.
  • · Compensation of a Chairman who is also CEO is excluded from non-employee director pay.
  • · Shareholder meetings may be postponed or special meetings canceled by Board resolution upon public notice.
  • · Nominations must include Regulation 14A-required information and the nominee's written consent; the Corporation may request further information to assess independence.
  • · Shareholder proposals must also comply with SEC Rule 14a-8 and Exchange Act requirements.
Xylem Inc. 8-K mixed materiality 8/10

27-10-2026

Xylem reported Q3 2026 orders of $2.3 billion (up 7% reported, 10% organic) but revenue of $2.2 billion (down 3% reported, flat organically) amid project timing delays and cautious customer spending. Reported EPS rose 34% to $1.25, while adjusted EPS grew only 5% to $1.44. The company cut full-year 2026 guidance for revenue, adjusted EPS ($5.40–$5.45 vs. prior $5.55–$5.70) and free cash flow margin, and announced intent to divest Applied Water International and Specialty Flow Control and move to a three-segment structure from January 1, 2027, with new segment leaders named.

  • · Q3 2026 net income attributable to Xylem was $291M, up from $227M, driven by lower loss on sale of businesses despite higher interest and tax expense
  • · Q3 2026 interest expense rose to $21M from $6M, and long-term debt increased to $2,365M from $1,408M, largely tied to financing the pending Cornell Pump and Roper Pump acquisition
  • · Cash and cash equivalents fell to $708M from $1,479M at year-end 2025
  • · Nine-month 2026 revenue was essentially flat at $6,662M vs. $6,638M, and nine-month diluted EPS grew 23% to $3.14
  • · Q3 revenue from services declined to $394M from $401M, while product revenue declined to $1,807M from $1,867M
  • · Treasury stock rose to $2,375M from $768M, reflecting significant share repurchases; diluted share count fell to 233.0M from 244.1M
  • · Xylem cites data centers and microelectronics as high-growth verticals supporting reinvestment
Cardiff Oncology, Inc. 8-K neutral materiality 5/10

27-10-2026

Cardiff Oncology (Nasdaq: CRDF) announced that Leila Alland, MD, has been appointed interim Chief Medical Officer, succeeding Roger Sidhu, MD, who stepped down from the role. The company reiterated that its randomized Phase 2 trial of onvansertib in first-line RAS-mutated metastatic colorectal cancer is ongoing, that median PFS has not yet been reached in the proposed Phase 3 arm, and that the registrational Phase 3 study is planned to start in Q1 2027. The filing contains no disclosed financial results or quantitative performance metrics, so the update is largely qualitative.

  • · Dr. Alland currently serves on the Board of Directors of Abeona Therapeutics Inc.
  • · Dr. Alland previously held CMO roles at PMV Pharma, Affimed, and Tarveda Therapeutics, and leadership roles at AstraZeneca, Bristol Myers Squibb, Novartis, and Schering-Plough
  • · Proposed Phase 3 regimen is onvansertib 30 mg plus FOLFIRI and bevacizumab
  • · Management indicated the Phase 2 trial remains ongoing, with the company describing this period as a 'defining period' for Cardiff
INTERNATIONAL BATTERY METALS LTD. 8-K neutral materiality 4/10

27-10-2026

International Battery Metals Ltd. (IBATF) named Donald E. Bender, Vice President of Technology & Engineering, as Interim Chief Executive Officer effective immediately, replacing Garrett Galloway, who had served as Interim CEO since July 27, 2026 and returns to Senior Vice President of Corporate Development. The Chairman stated the change aligns leadership with the company's shift toward technical diligence and project execution on pending global project opportunities, and that prior priorities remain unchanged.

  • · Bender joined the Company in November 2024 as Director of Technology & Engineering and became Vice President of Technology & Engineering in November 2025
  • · Bender has over 20 years of experience in chemical process engineering and capital project execution, and is a registered professional engineer in Alberta and Saskatchewan
  • · Galloway served as Interim CEO for approximately three months, from July 27, 2026 to October 27, 2026
  • · Company is listed on TSXV (IBAT) and OTCQB (IBATF)
AMERICAN PUBLIC EDUCATION INC 8-K positive materiality 3/10

27-10-2026

American Public Education, Inc. (APEI) appointed Shira Goodman, former Staples CEO, to its board of directors, filling the vacancy left by James Kenigsberg, who stepped away from the board last year to serve as interim chief innovation and technology officer and has now assumed that role permanently. The announcement is a governance and leadership update with no reported financial results, guidance, or quantified performance metrics.

  • · Goodman currently sits on the boards of Burlington Stores, CBRE and Box Partners, and previously served on the boards of Staples, CarMax, Henry Schein, Stride Rite and Reef Lifestyle, LLC
  • · Goodman earned an MS in management science from MIT Sloan, a J.D. from Harvard Law School and a bachelor's degree from Princeton
  • · Kenigsberg's permanent CITO role is intended to drive AI, intelligent systems and student-centered product development
  • · The System is accredited by the Higher Learning Commission and is not affiliated with the U.S. Military
RESOURCES CONNECTION, INC. 8-K neutral materiality 5/10

27-10-2026

Resources Connection, Inc. (Nasdaq: RGP) announced that its Board of Directors approved a quarterly cash dividend of $0.07 per share, payable December 17, 2026 to stockholders of record on November 19, 2026. The same filing discloses an officer change: Jessica Block is listed as Chief AI Officer and Interim Chief Financial Officer, indicating an interim CFO appointment. The filing contains no period-over-period financial results, so no performance trend can be assessed from this document.

  • · Dividend payment date is December 17, 2026, with a record date of November 19, 2026
  • · Jessica Block holds dual roles as Chief AI Officer and Interim Chief Financial Officer, serving as investor contact
  • · Company is listed on the Nasdaq Global Select Market, the exchange's highest listing tier
  • · Recognized by U.S. News & World Report (2025-2026 Best Companies to Work for) and Forbes (America's Best Midsize Employers 2026)
COLUMBIA BANKING SYSTEM, INC. 8-K neutral materiality 4/10

27-10-2026

Columbia Banking System, Inc. (COLB) disclosed a transition letter with Torran Nixon, Co-President of Columbia Bank and Senior Executive Vice President of the Company, under which he will move from his Bank Co-President role to a senior advisor role effective July 1, 2027 (or another mutually agreed date), with retirement on December 31, 2027. The filing contains no financial results or quantitative performance data, and the transition terms are largely continuity-oriented, which makes the event operationally notable but financially neutral on its face.

  • · Transition Date is July 1, 2027 or another mutually agreed date; senior advisor role runs through the Retirement Date of December 31, 2027
  • · During his Bank Co-President period, Mr. Nixon is eligible for a 2027 equity grant with target grant date fair value no less than his 2026 grant
  • · As advisor, he keeps health and welfare benefit eligibility, continued vesting of outstanding equity awards per their terms, and salary based on his annual rate as of the Transition Date
  • · Any 2027 annual incentive payout is based on actual performance and prorated through the Transition Date
  • · Full terms are in the Transition Letter filed as Exhibit 10.1 under Item 9.01
ARES STRATEGIC INCOME FUND 8-K neutral materiality 4/10

27-10-2026

Ares Strategic Income Fund disclosed that Paul Cho, Chief Accounting Officer and Principal Accounting Officer, will step down effective October 31, 2026, remaining within the finance and accounting function of Ares Management Corporation. The filing states the departure was not due to any disagreement regarding the Fund's operations, policies or practices. Scott Lem, the Fund's CFO and Treasurer, will also assume the role of Principal Accounting Officer for SEC filings effective the same date.

  • · Paul Cho notified the board of trustees on October 22, 2026 of his intention to step down
  • · Paul Cho's departure is not related to any disagreement on Fund operations, policies or practices
  • · Paul Cho will remain within the finance and accounting function of Ares Management Corporation
  • · Scott Lem assumes Principal Accounting Officer responsibilities for SEC filings effective October 31, 2026
  • · Filing dated October 27, 2026 and signed by Scott C. Lem
CCO HOLDINGS CAPITAL CORP 8-K neutral materiality 2/10

27-10-2026

Charter Communications, Inc. announced that its Board of Directors declared a regular quarterly cash dividend of $0.43750001 per share on its Series A Cumulative Redeemable Preferred Stock (NASDAQ: CHTRP), payable January 15, 2027 to holders of record as of December 31, 2026. The filing is a routine preferred dividend declaration and does not reflect an officer or director change despite the preliminary 'Officer Change' classification.

  • · Dividend record date is December 31, 2026, with payment date January 15, 2027
  • · Preferred stock trades on NASDAQ under ticker CHTRP; common stock under CHTR
  • · Filing includes Items 5.02, 7.01, and 9.01 per the 8-K header, but the exhibit content contains only the dividend press release with no officer or director departure or election disclosed
VISTEON CORP 8-K neutral materiality 5/10

27-10-2026

Visteon Corporation (NASDAQ: VC) announced that CFO Jerome Rouquet will depart effective November 30, 2026, to pursue other opportunities. Colleen Myers, the company's VP and Chief Accounting Officer, has been appointed interim CFO effective upon Rouquet's departure, and a search for a permanent successor has begun. The announcement is an executive transition with no financial results or guidance disclosed.

  • · Myers previously served as Assistant Controller and Senior Manager of Reporting and Consolidations at Visteon
  • · Rouquet will support the transition with Myers and the leadership team through November 30, 2026
  • · Rouquet stated he remains confident in Visteon's direction, strategy and long-term success
Ares Sports, Media & Entertainment Opportunities LP 8-K neutral materiality 3/10

27-10-2026

Paul Cho, Co-Chief Accounting Officer of Ares Sports, Media and Entertainment Opportunities LP, will step down effective October 31, 2026, but will remain within the finance and accounting function of Ares Management Corporation; the departure was not due to any disagreement with the Fund's operations, policies or practices. The General Partner appointed Kimberly Zaccagnino, who has served as Co-Chief Accounting Officer since inception, as sole Chief Accounting Officer and Principal Accounting Officer effective the same date, while Scott C. Lem ceases to be Principal Accounting Officer but remains CFO and Treasurer.

  • · Paul Cho's departure is not related to any disagreement regarding the Fund's operations, policies or practices
  • · Scott C. Lem continues as Chief Financial Officer, Treasurer and Principal Financial Officer
  • · Kimberly Zaccagnino's biographical details are incorporated by reference from the Form 10 registration statement filed December 15, 2025
MID PENN BANCORP INC 8-K neutral materiality 4/10

27-10-2026

Mid Penn Bancorp disclosed that Dana R. Stewart, First Executive Vice President and Chief Operating Officer of Mid Penn Bank, resigned from all positions with the Bank effective October 30, 2026, with notice given on October 21, 2026. The company states the resignation was not the result of any disagreement over operations, policies, or practices. The filing contains no financial results, so no quantitative performance metrics are reported.

  • · Resignation notice was given October 21, 2026, with an effective date of October 30, 2026
  • · Resignation is stated not to involve any disagreement with the Corporation or Bank
  • · Filing is under Item 5.02 (officer departure) with Item 9.01 exhibit (Inline XBRL cover page)
  • · Common stock trades on NASDAQ under the symbol MPB
Senti Biosciences, Inc. 8-K neutral materiality 4/10

27-10-2026

Edward Mathers resigned from the Board of Directors of Senti Biosciences Holdings, Inc. (SNTI) effective immediately on October 27, 2026, including all Board committee roles. Separately, the Board fixed the close of business on October 30, 2026 as the record date for the previously announced distribution of contingent value rights (CVRs) tied to the closing on October 21, 2026 of a merger transaction dated July 14, 2026. The filing contains no quantitative financial results, so no period-over-period performance is reported.

  • · Mr. Mathers also resigned from all Board committees he served on, effective immediately
  • · CVR distribution record date is October 30, 2026
  • · Merger agreement is dated July 14, 2026 and closed October 21, 2026
AIAI Holdings Corp 8-K neutral materiality 3/10

27-10-2026

AIAI Holdings Corporation disclosed in an 8-K filed October 27, 2026 that director Eric Affeldt notified the Board of his intention to resign, effective October 21, 2026. The filing states the resignation was not the result of any dispute or disagreement with the Company or its Board on matters relating to operations, policies, or practices. No financial results, amounts, or percentages were disclosed.

  • · Resignation notice and effective date were both October 21, 2026, with the 8-K filed six days later on October 27, 2026
  • · Filing is made under Item 5.02(b), covering director departures
  • · Company is an emerging growth company listed on Nasdaq Global Market under ticker AIAI (Class A common stock, par $0.001)
  • · Principal executive offices are in Dallas, Texas
COOPER COMPANIES, INC. 8-K mixed materiality 8/10

27-10-2026

CooperCompanies (COO) announced that independent director Walt Rosebrough has been elected Executive Chair and will directly oversee day-to-day operations, while President and CEO Al White III steps down from the CEO role and the Board effective immediately, remaining as a strategic advisor through April 1, 2027. A CEO search is underway with Russell Reynolds, and Shlomi Nachman will join the Board as an independent director effective December 8, 2026, with three current directors not standing for reelection in 2027. The company reaffirmed its fiscal 2026 guidance, but acknowledged that recent performance has not met management's expectations.

  • · Rosebrough was a Board member and Corporate Governance and Nominating Committee member since January 2026 and is CEO Emeritus of STERIS plc
  • · Al White III served 20 years with the Company and will remain as a strategic advisor through April 1, 2027
  • · Two independent directors were appointed in January and July 2026 following shareholder engagement
  • · Seven-member Board nominees include three current or former public company CEOs, two former public company CFOs, one former Chief Medical Officer of a global pharmaceutical company, and one former leader of a global vision business
  • · Nachman previously led six medical device businesses at Johnson & Johnson, including Optometry and Ophthalmology
  • · Management stated recent performance has not met expectations; no quantitative financial results were disclosed in this release
AIR LEASE CORP 8-K neutral materiality 5/10

27-10-2026

Sumisho Air Lease Corporation (AL) disclosed that David Swan has notified the board of his intention to resign as Chief Commercial Officer and as a director, effective immediately, as of October 27, 2026. The company states that the resignation is not the result of any disagreement with the company or management regarding operations, policies, or practices. The filing contains no financial results or quantitative performance data.

  • · Resignation is effective immediately upon notice given October 27, 2026
  • · Mr. Swan's stated reason: no disagreement with the company or management regarding operations, policies, or practices
  • · Resignation covers both the Chief Commercial Officer role and the board directorship
GOODYEAR TIRE & RUBBER CO /OH/ 8-K neutral materiality 6/10

27-10-2026

Goodyear announced that Jerome J. Rouquet, currently SVP and CFO of Visteon Corporation, will become Executive Vice President and Chief Financial Officer effective December 1, 2026, succeeding Scott M. Deakin, who continues as Interim EVP and CFO through November 30, 2026. Rouquet's compensation package includes a $900,000 base salary, a $900,000 target annual incentive, a $3,200,000 long-term incentive award, and make-whole and inducement awards totaling $5,800,000 in cash and RSUs. The filing does not disclose any financial performance metrics for the period.

  • · Rouquet has served as SVP and CFO of Visteon since February 2020, and previously held financial leadership roles at Federal-Mogul, including SVP and CFO
  • · Deakin's interim CFO role runs through November 30, 2026, a one-day overlap before Rouquet's December 1, 2026 start
  • · Rouquet's severance multiple is 1.5x under the Executive Severance and Change in Control Plan
Allegiant Travel CO 8-K neutral materiality 4/10

27-10-2026

Allegiant Travel Company (ALGT) disclosed that director Jude Bricker resigned from its Board of Directors, with the resignation letter submitted October 16, 2026 and accepted effective October 23, 2026. The resignation follows the Nominating and Governance Committee charter requirement that directors offer resignation upon a significant change in personal circumstances, here his role as owner and CEO of a newly formed company that has agreed to purchase a U.S. charter airline. The filing contains no financial results or quantitative performance metrics.

  • · Resignation letter submitted October 16, 2026; Board acceptance effective October 23, 2026
  • · Bricker's resignation tied to his role in a newly formed company agreeing to purchase a U.S. charter airline
  • · Resignation made under the Nominating and Governance Committee charter provision requiring directors to offer resignation upon significant personal circumstance changes
CSB Financial Inc. 8-K neutral materiality 3/10

27-10-2026

CSB Financial Inc. filed an 8-K under Items 5.02, 5.03, and 9.01 that attaches its Amended and Restated Bylaws (Exhibit 3). The exhibit governs stockholder meetings, special meeting requests, notice and adjournment rules, quorum, meeting conduct, and advance-notice requirements for business and director nominations at annual meetings. The filing contains no financial results, transaction amounts, or quantitative performance data, and the exhibit text itself does not name a departing or newly elected officer or director.

  • · Exhibit 3 is the Amended and Restated Bylaws, which may indicate governance updates, though the exhibit does not state what changed.
  • · The bylaws reference a Maryland General Corporation Law (MGCL) framework and the Securities Exchange Act of 1934 for nomination procedures.
  • · The exhibit header references 'Fifth District Bancorp, Inc.', which differs from the registrant name, a possible drafting artifact worth verifying against the filing.
  • · Items 5.02 and 5.03 are cited in the filing metadata, but the attached text does not include the officer/director change narrative or the articles-amendment detail that Item 5.03 would normally describe.
Kartoon Studios, Inc. 8-K mixed materiality 4/10

27-10-2026

Kartoon Studios, Inc. held its 2026 Annual Meeting of Stockholders on October 21, 2026, where shareholders elected six directors (three Class I and three Class II), ratified WithumSmith+Brown, PC as auditor for fiscal 2026, approved a 4,000,000-share increase to the 2020 Incentive Plan, and approved the say-on-pay proposal. Support was mixed: several director nominees received substantial withheld votes, with Anthony Thomopoulos receiving the lowest support (16,961,701 for vs. 5,545,531 withheld), and the Incentive Plan Increase received a comparatively narrower margin with 3,040,365 votes against.

  • · Proxy Statement was filed with the SEC on September 4, 2026
  • · Class I directors serve until the 2027 annual meeting; Class II directors serve until the 2028 annual meeting
  • · Auditor ratification received 36,890,665 votes for, 1,398,163 against, and 1,312,114 abstentions
  • · Incentive Plan Increase received 19,411,145 votes for, 3,040,365 against, and 55,722 abstentions
  • · Say-on-pay received 19,739,784 votes for, 2,666,708 against, and 100,740 abstentions
  • · Adjournment proposal received 19,524,687 votes for and 2,903,627 against; not needed since Proposal 3 passed
Fortune Brands Innovations, Inc. 8-K neutral materiality 4/10

27-10-2026

Fortune Brands Innovations announced leadership and organizational changes to sharpen focus and execution: Dave Barry will lead Moen as EVP and President, Rachel Roberts becomes Chief Commercial Officer for Moen, and House of Rohl (led by Matt Zimmer, GM since June 2026) will report directly to CEO Jesse Singh. Peter DuBois joins as EVP and Chief Information Officer effective November 2, 2026, while John Lee will now focus solely on R&D and Consumer Services. The filing contains no quantitative financial results, so no period-over-period performance comparison is available.

  • · Rachel Roberts previously led the Water segment before becoming Moen's Chief Commercial Officer
  • · DuBois previously served as Chief Digital and Technology Officer at Serta Simmons Bedding and as CIO of Mohawk Industries' Flooring business, with nearly two decades at Stanley Black & Decker
  • · The filing flags risks tied to the leadership changes and an ongoing search for additional permanent senior management members
Sunbelt Rentals Holdings, Inc. 8-K neutral materiality 4/10

27-10-2026

Sunbelt Rentals' General Counsel and Corporate Secretary, Lynne Fuller-Andrews, notified the company on October 23, 2026 of her intention to retire effective November 1, 2027. She stepped down from her executive role effective October 23, 2026 but will remain in a non-executive transition capacity until the retirement date, and the company has begun searching for a successor. Under a Transition and Retirement Agreement, she will receive a base salary of $637,500 during the transition period and a fiscal 2027 cash bonus of $510,000, with no additional cash or equity incentive compensation during that period.

  • · Retirement is effective November 1, 2027, so the executive steps down now but remains employed in a non-executive role for roughly a year
  • · Equity awards outstanding on the retirement date will vest and settle per award agreement retirement provisions, subject to a release of claims
  • · The full Retirement Agreement will be filed with the Form 10-Q rather than attached to this 8-K
Spero Therapeutics, Inc. 8-K neutral materiality 4/10

27-10-2026

Spero Therapeutics announced on October 26, 2026 that Chief Operating Officer Timothy Keutzer will retire effective December 31, 2026, after 11 years of service. The company expects to enter into a consulting agreement with Mr. Keutzer, who will provide transition advisory services through approximately February 28, 2027, paid at an hourly rate and terminable by either party on fifteen days' notice.

  • · Consulting period runs from the December 31, 2026 effective date until approximately February 28, 2027
  • · Consulting agreement is expected but not yet finalized; compensation is hourly with no dollar amount disclosed
  • · Esther Rajavelu serves as both CEO and CFO, so the COO departure does not create a vacancy in those roles
ENERPAC TOOL GROUP CORP 8-K mixed materiality 5/10

27-10-2026

Enerpac Tool Group entered into a First Amendment to CEO Paul Sternlieb's Offer Letter, creating retirement windows and a 180-day notice period designed to retain him as CEO through at least July 31, 2030. The amendment does not increase base salary, target bonus, or annual equity opportunity, but it accelerates treatment of outstanding awards on retirement and enhances change-in-control and severance benefits. The filing does not report a leadership departure; the CEO remains in place.

  • · Change in Control Agreement amended so a material reduction in annual equity or long-term incentive opportunity now constitutes a Triggering Event, in addition to a bonus reduction
  • · Outstanding RSUs and PSUs are not affected by the Amendment; all vest on schedule before 2030
  • · Amendment does not increase base salary, target annual incentive, or annual long-term equity award opportunity, and grants no special LTI award
  • · Accelerated separation before the Original Retirement Date triggers a lump sum equal to base salary for the remaining notice period
  • · Amendment is filed as Exhibit 10.1
MODINE MANUFACTURING CO 8-K neutral materiality 6/10

27-10-2026

Modine Manufacturing Company adopted a new Executive Severance Plan on October 21, 2026, with CFO Michael B. Lucareli (1.5x regular / 2.5x change-in-control multiples) and General Counsel Erin J. Roth (1.0x / 2.0x) as participants, replacing their coverage under the terminated Supplemental Severance Plan. The Board also amended CEO Neil D. Brinker's offer letter and Change in Control Agreement, raising his change-in-control severance to 3x salary plus greater of target or average bonus, and amended performance and restricted stock award agreements to strengthen change-in-control protections, including expanded 'good reason' triggers tied to title diminution. The changes are described by the company as aligning severance arrangements with current market standards.

  • · Lucareli's 2008 Change in Control and Termination Agreement (amended 2011) was terminated, leaving him eligible only for Executive Severance Plan cash benefits after a change in control
  • · Brinker's offer letter Good Reason definition was expanded to include being required to report to another officer rather than directly to the Board
  • · Performance stock awards now pay out at greater of target or extrapolated trend performance upon change in control, without service proration on qualifying termination within 12 months
  • · Good Reason definitions in PS and RSU award agreements were expanded to include material diminution in officer title, including removal of a corporate officer designation
  • · The Supplemental Severance Plan was terminated by the Committee when the Executive Severance Plan was adopted
Lifeward Ltd. 8-K neutral materiality 5/10

27-10-2026

Lifeward Ltd. (LFWD) appointed Ronen Tsimerman as Chief Financial Officer, principal financial officer and principal accounting officer, effective November 1, 2026, with the Board approving the appointment on October 26, 2026. Tsimerman, age 56, previously served as CFO of Scopio Labs Ltd. (August–October 2026) and CFO of IceCure Medical Ltd. (Nasdaq: ICCM) from 2017 to 2026. His compensation includes a gross monthly base salary of NIS 70,000 and a target annual bonus of not less than four monthly salaries, subject to shareholder approval of the renewed compensation policy at the October 30, 2026 AGM.

  • · CFO employment agreement and bonus terms are contingent on shareholder approval of the Renewed Compensation Policy at the October 30, 2026 annual general meeting
  • · Notice period extends from 3 to 4 months for either party following any change in CEO, including appointment of a permanent CEO, indicating the company currently has an interim CEO
  • · Tsimerman's prior roles include CFO at IceCure Medical (2017–2026) and COO there (2018–2025), plus earlier CFO roles at Insuline Medical and Mer-Group
  • · Company entered its standard indemnification, insurance and exculpation agreement with the new CFO; no family relationships or related-party transactions disclosed
AXCELIS TECHNOLOGIES INC 8-K neutral materiality 5/10

27-10-2026

Axcelis Technologies (Nasdaq: ACLS) appointed Jeroen Delsman as Executive Vice President and Chief Financial Officer, effective November 12, 2026. David Ryzhik, who served as Interim CFO during the transition, moves to Senior Vice President, Corporate Development and Investor Relations, where he will lead integration planning for the pending merger with Veeco along with corporate development and investor relations.

  • · Delsman previously served as VP overseeing P&L, strategy and operations at Ferrotec (USA) Corporation
  • · Delsman previously held VP Finance and Controller roles at Sanmina and VP Business Finance and Operations at Veeco Instruments
  • · Ryzhik will report directly to CEO Russell Low in his new role
  • · Delsman holds an MBA from California Polytechnic State University and a BS in Accounting from The Hague University of Applied Sciences
Entera Bio Ltd. 8-K positive materiality 4/10

27-10-2026

Entera Bio announced that Dr. Juan Camilo Arjona Ferreira, Head of R&D and Chief Medical Officer at Organon & Co., will join its Board of Directors effective December 1, 2026, succeeding Ms. Haya Taitel, who is stepping down. The appointment brings over two decades of late-stage clinical development and women's health leadership to support the EB613 osteoporosis program and EB612 hypoparathyroidism program.

  • · Board transition is effective December 1, 2026
  • · EB613 Phase 2 study met both primary (PD/bone turnover biomarker) and secondary (BMD) endpoints
  • · EB612 is set to enter early clinical development
  • · Dr. Arjona Ferreira previously served as CMO of Myovant Sciences, led clinical development at Shionogi, and spent over a decade at Merck in women's health
Altimmune, Inc. 8-K positive materiality 5/10

27-10-2026

Altimmune (Nasdaq: ALT) announced that Peter Greenleaf and Alex Howarth will join its Board of Directors effective November 2, 2026, as part of a planned board succession aligned with the company's transition to a late-stage clinical company developing pemvidutide. Directors John M. Gill, Mitchel Sayare, Ph.D., and Klaus O. Schafer, M.D., MPH, will retire and not stand for reelection at the 2027 Annual Meeting. The company's new Morristown address takes effect November 1, 2026.

  • · Board succession plan follows accelerated pemvidutide clinical development, rebuilt late-stage management team, and secured financing
  • · Peter Greenleaf is currently Chairman of Pelthos Therapeutics (Nasdaq: PTHS) and a director of Revolo Biotherapeutics
  • · Alex Howarth most recently served as CFO of Madrigal Pharmaceuticals, which launched the first approved MASH treatment
  • · Pemvidutide holds FDA Fast Track designations for MASH and AUD and Breakthrough Therapy Designation for MASH
  • · Company's new principal address is 350 Mount Kemble Avenue, Suite 1001, Morristown, NJ 07960, effective November 1, 2026
BLACKBERRY Ltd 8-K positive materiality 3/10

27-10-2026

BlackBerry Limited announced the appointment of David Chaikof, a former Torys LLP partner and Senior Strategic Advisor at Osmington Inc., to its Board of Directors. The Board expands from eight to nine directors, with eight of nine now independent. Mr. Chaikof previously served as external counsel to BlackBerry for more than a decade.

  • · Mr. Chaikof previously served as managing partner of Torys LLP's New York office and as a director and Chair of Leitch Technology Corporation through its acquisition by Harris Corporation
  • · His practice focused on M&A, corporate governance, private equity and capital markets in Canada and the United States
  • · The appointment follows a significant refresh of the BlackBerry Board over the past several years
INFLECTION POINT ACQUISITION CORP. IV 8-K neutral materiality 4/10

27-10-2026

Merlin, Inc. (Nasdaq: MRLN), an emerging growth company headquartered in Boston, appointed Chief Revenue Officer Mark Brunner as President effective October 27, 2026, while CEO, President and Chairman Matthew George retains the CEO and Chairman roles. The filing discloses no financial results or quantitative metrics, and the change is an internal promotion rather than a departure.

  • · Mark Brunner has served as Chief Revenue Officer since April 2026 and previously held Executive Vice President, Public Sector at PsiQuantum (July 2024 to March 2026) and President, Public Sector at Primer AI (January 2022 to July 2024)
  • · Mr. Brunner holds a bachelor's degree in Political Science from Tulane University and a master's degree in International Relations and National Security Studies from Georgetown University
  • · No arrangements or understandings exist between Mr. Brunner and any other persons regarding his appointment, and he has no related-party transaction interest under Item 404(a) of Regulation S-K
Federal Home Loan Bank of Indianapolis 8-K neutral materiality 3/10

27-10-2026

The Federal Home Loan Bank of Indianapolis announced the results of its 2026 Board of Directors election, in which one incumbent independent director (Kathryn Dominguez) was re-elected unopposed, one incumbent Indiana member director (Ryan Warner) was re-elected, and one new Michigan member director (William Hufnagel) was elected, each to a four-year term beginning January 1, 2027. The announcement is a routine governance update with no change in financial performance, and the filing does not disclose any officer or director departure beyond the expiring terms being renewed or replaced.

  • · Kathryn Dominguez's independent directorship was uncontested and she was re-elected to a term running January 1, 2027 through December 31, 2030
  • · Ryan Warner, Indiana member director, was re-elected to a term running January 1, 2027 through December 31, 2030
  • · William Hufnagel was elected as a new Michigan member director, succeeding the prior Michigan director seat, for a term running January 1, 2027 through December 31, 2030
  • · Overall member participation was 185 of 354 eligible members (about 52%), with Indiana at 74 of 150 for the independent director vote and Michigan at 111 of 204
TV Channels Network Inc. 8-K neutral materiality 5/10

27-10-2026

TV Channels Network Inc. (TVCN) disclosed that CFO Jorge L. Verar resigned effective October 31, 2026, and will be replaced in the finance role by CEO Darryl Payne, who is designated principal financial and accounting officer without additional compensation. The company expects to engage Verar's firm, JV CPA INC., as an independent contractor for bookkeeping and financial statement preparation. The filing contains no financial results or quantitative performance data.

  • · Verar's resignation notice was dated October 21, 2026, with the resignation effective October 31, 2026
  • · Post-resignation, Verar's firm JV CPA INC. is expected to provide outsourced bookkeeping and financial statement preparation, with Verar not serving as an officer or employee
  • · Payne receives no additional compensation for assuming the principal financial and accounting officer roles
  • · The filing lists no exhibits (Item 9.01(d): None)

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