US Corporate Distress Financial Stress SEC Filings — May 14, 2026

14-05-2026

Lumen Technologies, Inc. (via subsidiaries Level 3 Parent, LLC and Level 3 Financing, Inc.) entered into a Third Amendment Agreement dated May 13, 2026, to its Credit Agreement, establishing $2,400,000,000 in Term B-5 Refinancing Loans to fully prepay existing Term B-4 Loans. The proceeds are advanced to Level 3 Communications, LLC and used alongside cash on hand for the refinancing. Additionally, administrative and collateral agents are transitioning from Wilmington Trust to Bank of America, N.A. and U.S. Bank Trust Company, National Association, respectively, with initial exclusions for guarantees and collateral from regulated subsidiaries pending permit conditions.

• · Amendment effective on Refinancing Effective Date, with Term B-5 Loans as Term SOFR Borrowing with initial Interest Period ending June 30, 2026.
• · Certain Term B-5 Lenders elect to convert existing Term B-4 Loans into Term B-5 Refinancing Loans.
• · Guarantees and collateral from Regulated Guarantor/Grantor Subsidiaries initially excluded for Term B-5 Obligations pending satisfaction of Term B-5 Guarantee Permit Condition and Term B-5 Collateral Permit Condition.
• · Administrative Agent transition effective Administrative Agency Transfer Effective Date; Collateral Agent transition effective Collateral Agency Transfer Effective Date.

14-05-2026

FingerMotion, Inc., a Delaware corporation with operations in Singapore, entered into a Securities Purchase Agreement dated May 13, 2026, with certain buyers to issue and sell Notes in a private placement pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. The Closing is scheduled for no later than the second Business Day after execution, subject to satisfaction of conditions. The agreement includes representations confirming no material adverse effects since the latest financial statements, compliance with laws, valid intellectual property, adequate insurance, and no undisclosed liabilities or litigation with material impact.

• · Commission payable to Weild & Co for the transaction.
• · No brokerage or finder's fees payable to others.
• · Company address: 111 Somerset Road, Level 3, Singapore.

14-05-2026

On May 7, 2026, Presidio Production Company (NYSE: FTW) entered into purchase and sale agreements to acquire oil and gas properties in Oklahoma from Canyon Creek Energy – Arkoma, LLC, Alchemist Energy LeaseCo, LP, Pivotal Arkoma Basin II, LLC, and other sellers for total consideration of 2,173,913 shares of common stock and $60 million in cash, with the three main agreements valued at approximately $81 million of the $83 million total. The properties include oil and gas leases, mineral interests, and related hydrocarbon production rights. The transaction is expected to close early in the third quarter of 2026, subject to customary closing conditions with no assurance of completion.

• · Properties located in Oklahoma
• · Agreements include customary representations, warranties, covenants, termination rights, and indemnification provisions
• · Company to enter into registration rights agreements for Canyon Creek and Alchemist share considerations
• · Securities registered: Class A common stock (FTW) and Warrants (FTW WS) on NYSE

14-05-2026

Trinseo PLC entered into a Restructuring Support Agreement (RSA) with a majority of senior lenders to reduce debt by approximately $2.0 billion and annual interest expense by $140 million through a pre-packaged Chapter 11 plan of reorganization. The company secured commitments for ~$183 million in new financing, including ~$158 million debtor-in-possession financing and a $150 million accounts receivable facility, while increasing revolving credit facility capacity by $25 million. While aiming for uninterrupted operations and long-term growth, Trinseo plans to file voluntary Chapter 11 petitions for certain U.S. affiliates in the coming weeks, representing a significant balance sheet restructuring amid financial pressures.

• · RSA supported by ad hoc group of Senior Secured Lenders and Term Lenders.
• · Chapter 11 filing limited to certain U.S. affiliates and non-operating affiliates outside U.S.
• · Existing lenders to receive 100% of reorganized equity; general unsecured claims unimpaired.
• · Plans to file motions for ordinary-course operations, vendor payments, customer programs, and employee benefits.

14-05-2026

HyOrc Corporation entered into Securities Purchase Agreements on May 9, 2026, with Monroe Street Capital Partners LP and Lambda Ventures LLC, issuing two Convertible Promissory Notes with original principal amounts of $67,500 each (aggregate $135,000) for gross proceeds of $125,000 before expenses, and net proceeds of approximately $118,000 after $7,000 withheld for legal fees. The notes mature in 12 months, are convertible into common stock at 77% of the lowest trading price over the prior 15 trading days, include 250,000 commitment shares (125,000 per investor), and require reservation of up to 4,000,000 shares per note. No operational or financial performance metrics were reported, highlighting a dilutive financing structure amid cash needs.

• · Transactions completed on May 9, 2026; proceeds received May 12, 2026.
• · Notes issued in reliance on Section 4(a)(2) of Securities Act and/or Regulation D exemption.
• · Commitment shares subject to cancellation if Note fully satisfied within six months.
• · Filing date: May 14, 2026; report date for earliest event: May 13, 2026.

14-05-2026

Iridium Communications Inc. (IRDM) entered a definitive agreement to acquire the remaining 61% equity interest in Aireon LLC for $366.7 million (50% at closing, 50% in one year), assuming approximately $155 million in debt, to integrate space-based ADS-B surveillance with its satellite network. The acquisition is accretive, expected to add at least $100 million in annualized service revenue and $30 million in OEBITDA, building on Aireon's 10% revenue CAGR over the past three years and extending partnerships with NAV CANADA and NATS through 2035. Post-closing, net leverage rises to 4.0x OEBITDA in Q3 2026 before returning to prior levels within 12 months, with no changes to Aireon's operations planned.

• · Transaction targeted to close in early July 2026.
• · Evercore (financial advisor), Cooley and Milbank (legal counsel) to Iridium; PJT Partners (financial advisor), Hogan Lovells (legal counsel) to Aireon.
• · Iridium's long-term net leverage guide remains 2.0x OEBITDA by end of decade.

14-05-2026

Strive, Inc. filed an Amended and Restated Certificate of Designation for its Variable Rate Series A Perpetual Preferred Stock, effective June 15, 2026, which increases the frequency of dividend payments without materially adversely affecting holders' rights, as determined by the Board of Directors. The amendment was authorized under the original certificate's provisions and filed with the Nevada Secretary of State on May 13, 2026. This corporate action enhances liquidity for preferred stockholders through more frequent dividends.

• · Filed with Nevada Secretary of State on 5/13/2026 (Filing Number 20265738847, 56 pages).
• · 8-K Items: 1.02, 5.03, 9.01.
• · Amendment and Restatement Effective Date: June 15, 2026 at 12:01 a.m. Pacific Daylight Time.

14-05-2026

On May 12, 2026, First Real Estate Investment Trust of New Jersey, Inc. (FREVS) and Computershare Trust Company, N.A. entered into the First Amendment to the Stockholder Rights Agreement originally dated July 31, 2023. The amendment extends the Final Expiration Date of the agreement from July 31, 2026, to July 31, 2029. No financial terms or performance metrics were disclosed.

• · Filing date: May 14, 2026; Earliest event date: May 12, 2026.
• · Registrant details: Maryland incorporation, Commission File Number 000-25043, IRS Employer Identification No. 22-1697095.
• · Securities: Common stock (FREVS) on OTC Pink Market; Preferred Stock Purchase Rights registered via Form 8-A on August 3, 2023.
• · Exhibit 4.1: First Amendment to Stockholder Rights Agreement.

14-05-2026

Mercedes-Benz Auto Receivables Trust 2026-1, through Mercedes-Benz Retail Receivables LLC and Mercedes-Benz Financial Services USA LLC, entered into an underwriting agreement dated May 12, 2026, with MUFG Securities Americas Inc., BNP Paribas Securities Corp., and Mizuho Securities USA LLC for the issuance of $997,870,000 principal amount of asset-backed notes. The filing discloses intent to enter into several related agreements at closing, including the Indenture, Amended and Restated Trust Agreement, Sale and Servicing Agreement, Receivables Purchase Agreement, Asset Representations Review Agreement, and Administration Agreement, all dated as of May 1, 2026. A depositor certification was also filed to comply with Regulation S-K requirements.

• · Underwriting Agreement attached as Exhibit 1.1.
• · Agreements to be entered at closing include those filed as Exhibits 4.1, 4.2, 10.1-10.4.
• · Depositor Certification attached as Exhibit 36.1.
• · Prospectus dated May 12, 2026.
• · All primary agreements dated as of May 1, 2026.

14-05-2026

On May 14, 2026, Commonwealth Edison Company (ComEd) issued $600 million aggregate principal amount of First Mortgage 4.550% Bonds, Series 139, due June 1, 2031, and $825 million aggregate principal amount of First Mortgage 5.850% Bonds, Series 140, due June 1, 2056. Proceeds from the bonds will be used to redeem $500 million of its First Mortgage 2.550% Bonds, Series 120, due June 15, 2026, and for general corporate purposes. The issuance was made pursuant to ComEd's Mortgage dated July 1, 1923, as supplemented, and a Supplemental Indenture dated May 1, 2026.

• · Interest on the Bonds payable semi-annually on June 1 and December 1, commencing December 1, 2026.
• · Bonds redeemable at make-whole price prior to Series 139 Par Call Date (May 1, 2031) or Series 140 Par Call Date (December 1, 2055), and at par thereafter.
• · Underwriting Agreement dated May 7, 2026.
• · Registration Statement on Form S-3 (No. 333-284911-01) effective April 8, 2025.

14-05-2026

Applied Optoelectronics, Inc. entered into an Equity Distribution Agreement with Raymond James & Associates, Inc. and Needham & Company, LLC on May 14, 2026, enabling the issuance and sale of up to $600 million in common stock through at-the-market offerings. Sales agents will receive 2% compensation on gross sales price, with the company reimbursing certain expenses up to $10,000 and potentially $30,000 upon early termination under specific conditions. The agreement can be terminated at any time by either party and leverages the company's existing S-3ASR registration.

• · Shares registered under Form S-3ASR (Registration No. 333-283905), supplemented by prospectus filed May 14, 2026.
• · Company to indemnify sales agents against certain liabilities under the Securities Act.

14-05-2026

Sixth Street Specialty Lending, Inc. entered into a Third Supplemental Indenture dated May 14, 2026, with U.S. Bank Trust Company, National Association, for the issuance and sale of $300,000,000 aggregate principal amount of 5.650% notes due August 15, 2031. The unsecured notes bear interest at 5.650% per year, payable semiannually commencing February 15, 2027, with proceeds intended to repay debt under the revolving credit facility and fund general corporate purposes including new investments. The transaction closed on May 14, 2026, pursuant to an effective Form N-2 registration statement.

• · Notes are direct unsecured obligations of the Company and may be redeemed in whole or in part at the Company's option.
• · Indenture covenants require compliance with Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act of 1940, subject to exemptions.
• · Upon a change of control repurchase event (change of control plus below investment grade rating), Company must offer to repurchase notes at 100% of principal plus accrued interest.

14-05-2026

IREN Limited closed its $3.0 billion aggregate principal amount offering of 1.00% convertible senior notes due 2033, comprising a $2.6 billion base plus a fully exercised $400 million greenshoe option, yielding net proceeds of approximately $2.96 billion. The company intends to allocate $201.3 million of proceeds to capped call transactions hedging conversions up to an initial cap price of $110.30 per share (100% premium over the May 11, 2026 closing price of $55.15), with the balance for general corporate purposes and working capital. The notes were sold privately to qualified institutional buyers with no registration under the Securities Act.

• · Notes offered privately to qualified institutional buyers pursuant to Rule 144A; no registration under Securities Act.
• · No put option for investors except customary right in certain fundamental changes.
• · Concurrent unwind of portion of existing capped calls related to 2029 notes corresponding to equitized portion.
• · Bookrunners: J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., Jefferies LLC, MUFG Securities Americas Inc., Wells Fargo Securities, LLC, Cantor Fitzgerald & Co.; Co-managers: BBVA Securities Inc., Credit Agricole Securities (USA) Inc., BTIG, LLC, Canaccord Genuity LLC, Macquarie Capital (USA) Inc., Moelis & Company LLC.
• · IREN is a vertically integrated AI Cloud provider with grid-connected land and power in North America, Europe, and APAC.

14-05-2026

American Electric Power Company, Inc. (AEP) entered into Original Forward Sale Agreements on May 12, 2026, for 20,472,442 shares of common stock with Bank of America, N.A., Goldman Sachs & Co. LLC, and Morgan Stanley & Co. LLC as Forward Purchasers, followed by Additional Forward Sale Agreements on May 13, 2026, for 3,070,866 shares upon underwriters' full exercise of their option, totaling 23,543,308 shares at an initial forward sale price of $124.968 per share. The agreements include an Underwriting Agreement under which Forward Purchasers sold borrowed shares, with AEP potentially receiving net proceeds upon physical settlement at its election, expected on or prior to May 31, 2028. While physical settlement could provide capital, cash or net share settlement options may result in no proceeds or require share delivery, and Forward Purchasers can accelerate settlement in certain events potentially causing dilution.

• · Forward sale price subject to adjustment based on floating interest rate factor (overnight bank funding rate less a spread) and decreases related to expected dividends.
• · Company has right to elect cash settlement or net share settlement, potentially resulting in lower or no net proceeds.
• · Forward Purchasers can accelerate settlement if unable to hedge, excess dividends declared, ownership thresholds exceeded, extraordinary events announced, or certain defaults occur.
• · Upon bankruptcy or insolvency, agreements automatically terminate without share issuance or proceeds.
• · Exhibits include Underwriting Agreement (1.1), legal opinion (5.1), and six Forward Sale confirmations (10.1-10.6).

14-05-2026

Delek Logistics Partners, LP and its subsidiary Delek Logistics Finance Corp. issued $800 million aggregate principal amount of 6.875% senior notes due 2034 pursuant to a new indenture with Regions Bank as trustee, guaranteed by certain subsidiaries. The notes mature on June 1, 2034, with semi-annual interest payments commencing December 1, 2026. Additionally, the Partnership completed a cash tender offer on May 14, 2026, accepting $270.721 million in aggregate principal amount of its 7.125% senior notes due 2028.

• · 2034 Notes interest payable semi-annually on June 1 and December 1, commencing December 1, 2026.
• · Optional redemption prior to June 1, 2029 at make-whole premium; on or after June 1, 2029 at 103.438% declining to 100.000%.
• · Indenture covenants limit additional indebtedness, liens, distributions, investments, mergers, asset sales, and affiliate transactions.
• · Events of default include non-payment, covenant breaches, cross-defaults over $50M, and bankruptcy of significant subsidiaries.

14-05-2026

On May 8, 2026, Fortitude Gold Corp. amended its Company Agreement with Hawthorne Land & Minerals, LLC, constituting a material definitive agreement under Item 1.01 of Form 8-K. The filing, dated May 14, 2026, includes Exhibit 2.3 (Amended Company Agreement) with certain portions omitted per Regulation S-K Item 601(b)(10)(iv). No financial impacts or performance metrics are disclosed in the filing.

• · Commission file number: 333-249533
• · I.R.S. Employer Identification No.: 85-2602691
• · Principal executive offices: 723 S. Cascade Avenue, Colorado Springs, CO 80903
• · Registrant’s telephone number: (719) 717-9825

14-05-2026

OFA Group entered a $7.5M Real World Asset Tokenization Service Agreement with Vero 60 LLC and Vero Beach Land Development LLC for tokenization infrastructure on their Vero Beach, Florida residential development project, projected at $500M stabilized value by the client. The company received the first $3.75M installment of the non-contingent platform fee, payable in USD, Bitcoin, or USD Coin. This deal highlights commercialization of the Hearth platform without company involvement in fundraising or securities issuance.

• · Agreement entered May 8, 2026; fee not contingent on token sale success or capital raising.
• · Company provides only technology services: token design, smart contracts, registry maintenance; Client handles all securities compliance and investor solicitation.
• · Fee revenue recognition per GAAP based on performance obligations, not yet recognized.

14-05-2026

Applied Materials reported record Q2 FY2026 revenue of $7.91 billion, up 11% YoY, with GAAP gross margin expanding 0.8 points to 49.9% and record GAAP EPS of $3.51, up 33% YoY. Semiconductor Systems revenue grew to $5.97 billion (up ~10%) and Applied Global Services to $1.67 billion (up ~17%), but non-GAAP free cash flow declined 80% to $210 million and the Other segment swung to a $56 million operating loss from a $21 million profit. The company announced an agreement to acquire ASMPT's NEXX business and multiple EPIC Center partnerships to accelerate AI-related semiconductor innovations, with Q3 FY2026 outlook for revenue of ~$8.95 billion (+/- $500M) and non-GAAP EPS of $3.36 (+/- $0.20).

• · Quarterly cash dividend increased 15% to $0.53 per share.
• · Flash memory mix declined to 4% from 7% YoY in Semiconductor Systems.
• · Received 2026 Intel EPIC Supplier Award for Excellence in Technology Development.

14-05-2026

GridAI Technologies Corp. entered into multiple securities purchase agreements on May 8, 11, and 12, 2026, for private placements raising gross proceeds of approximately $2,540,000 in the first tranches and $5,250,000 in the additional financing, involving issuances of common stock shares, pre-funded warrants, and common warrants. Proceeds will fund general corporate purposes, working capital, and repayment of outstanding liabilities, with closings on May 18, 2026. The company must file resale registration statements within 15 days post-closing, and securities were issued under Section 4(a)(2) exemption.

• · Pre-Funded Warrants exercise price: $0.00001 per share, immediately exercisable, no expiration.
• · Common Warrants exercise prices: $2.56, $2.74, $2.89 per share for first financings; $2.865 per share for additional; exercisable 6 months or immediately, expire 5 years after Registration Statement effectiveness or Rule 144 eligibility.
• · Cashless exercise allowed for Common Warrants if not registered.

14-05-2026

Expro Group Holdings N.V. entered into an amendment letter dated May 8, 2026, to its revolving and bridge facility agreement originally dated July 23, 2025, with DNB Bank ASA, London Branch as agent. The amendments include full cancellation of the Bridge Facility and an increase in Facility A Commitments by Increasing Lenders DNB (UK) Limited and The Royal Bank of Scotland plc, effective upon satisfaction of conditions precedent, but no later than May 31, 2026. No financial metrics or performance changes were disclosed.

• · Amendment requires consent of Majority Lenders
• · Obligors to reimburse reasonable fees, costs, and expenses within 30 days of demand
• · Governed by English law with exclusive jurisdiction in courts of England

14-05-2026

On May 13, 2026, the Board of Directors of Rayonier Advanced Materials Inc. appointed Julie A. Dill, a current board member, as Chair of the Board, effective May 14, 2026. Ms. Dill succeeds Lisa M. Palumbo, who will continue to serve as a board member. The company issued a press release announcing the leadership change.

• · Appointment announced via press release furnished as Exhibit 99.1
• · Filing submitted under Item 7.01 Regulation FD Disclosure

14-05-2026

Liberty Broadband entered into a Loan Agreement with Charter Communications on May 12, 2026, under which Charter advanced an initial term loan of approximately $359 million as part of a Loan Facility tied to their pending merger; this borrowing, combined with proceeds from Charter's repurchase of its shares from Liberty Broadband, was used to repay $617 million in principal and accrued interest on a subsidiary's margin loan facility. Separately, a bankruptcy-remote subsidiary obtained a Limited Waiver from BNP Paribas and other lenders under the existing Margin Loan Agreement, temporarily waiving adjustments due to share price events until six months after the waiver or merger termination. The loans bear interest at Term SOFR plus 2.00% and mature on the earlier of six months after the merger's Drop Dead Date or termination.

• · Loans under the Loan Facility bear interest at Term SOFR (applicable to Charter’s Term A-7 Loans) plus 2.00% margin and may be prepaid without penalty upon 3 business days' notice.
• · Loan Facility maturity: earlier of (i) 6 months after Drop Dead Date (per Merger Agreement) or (ii) 6 months after Merger Agreement termination.
• · Limited Waiver suspends lender adjustments for Share Price Events and Potential Adjustment Events until the earlier of 6 months post-waiver or Merger Agreement termination.
• · Loan obligations guaranteed by Liberty Broadband subsidiaries and secured by their equity interests; includes covenants restricting intercompany dispositions and requiring compliance with Merger Agreement interim operating covenants.

14-05-2026

Genasys Inc. filed a multi-item Form 8-K on May 14, 2026 (AccNo: 0001193125-26-224030), disclosing entry into a material definitive agreement under Item 1.01, results of operations and financial condition under Item 2.02, and creation of a direct financial obligation or off-balance sheet arrangement under Item 2.03. Item 9.01 provides financial statements and exhibits. No specific quantitative financial metrics, transaction details, or directional impacts are disclosed in the provided filing summary.

14-05-2026

Par Pacific Holdings, Inc. announced the closing of a $500 million private placement of 7.375% senior unsecured notes due 2034 by its subsidiary Par Petroleum, LLC, under Rule 144A and Regulation S. The company also increased lender commitments under its ABL Credit Facility to up to $1.8 billion and extended the maturity to 2031. Net proceeds, along with cash on hand and ABL borrowings, were used to fully repay and terminate the existing term loan due 2030.

• · Notes offered and sold to qualified institutional buyers pursuant to Rule 144A and non-U.S. persons pursuant to Regulation S.
• · Company headquartered in Houston, Texas, with operations in Hawaii, Pacific Northwest, and Rockies.

14-05-2026

On May 14, 2026, Constellation Energy Generation, LLC issued and sold $750,000,000 aggregate principal of 4.550% Senior Notes due 2029, $600,000,000 of 4.800% Senior Notes due 2032, and $850,000,000 of 5.300% Senior Notes due 2036, for total proceeds of approximately $2.2 billion. The Senior Notes were issued under an existing indenture with U.S. Bank Trust Company, National Association as trustee, with proceeds intended to repay short-term borrowings including commercial paper obligations and for general corporate purposes. No performance declines or flat metrics are reported in this debt issuance filing.

• · Underwriting Agreement dated May 12, 2026.
• · Interest on 2029 and 2036 Senior Notes payable June 1 and December 1 each year, starting December 1, 2026; 2032 Notes payable January 15 and July 15, starting July 15, 2026.
• · Maturities: June 1, 2029 (2029 Notes), January 15, 2032 (2032 Notes), June 1, 2036 (2036 Notes).
• · Senior Notes subject to optional redemption.
• · Legal opinions provided by Ballard Spahr LLP (Exhibits 5.1 and 8.1).

14-05-2026

Academy Sports and Outdoors, Inc. (ASO) announced that its wholly-owned subsidiary, Academy, Ltd., closed a private placement of $500 million aggregate principal amount of 5.875% Senior Secured Notes due 2031 under Rule 144A and Regulation S. The net proceeds were used to redeem all outstanding senior secured notes due 2027, repay all outstanding amounts under its term loan facility, pay related fees and expenses, and for general corporate purposes. This refinancing extends the company's debt maturities without any reported declines or challenges.

• · Notes closed on May 14, 2026
• · Academy operates more than 300 stores across 21 states

14-05-2026

MGM China Holdings Limited, a consolidated subsidiary of MGM Resorts International, issued $750 million aggregate principal amount of 6.25% senior notes due 2033 on May 13, 2026, under an indenture with Wilmington Savings Fund Society, FSB as trustee. The net proceeds of approximately $739.9 million will be used to repay a portion of the Issuer's revolving credit facility and for general corporate purposes. The notes carry a 6.25% annual interest rate, payable semi-annually starting November 15, 2026, with various redemption and repurchase options including a special put related to Macau gaming operations.

• · Notes sold to accredited investors, resold to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S.
• · Prior to May 15, 2029, redeemable at 100% principal plus make-whole premium or up to 35% with equity proceeds.
• · On or after May 15, 2029, redeemable at declining premium to zero.
• · Change of control repurchase at 101%; Special Put Option at 100% related to Macau gaming status.

14-05-2026

Gemini Space Station, Inc. entered into a Securities Purchase Agreement dated May 14, 2026, with Winklevoss Capital Fund, LLC, to issue and sell shares of Class A Common Stock in exchange for Bitcoin (BTC) payment-in-kind, pursuant to Section 4(a)(2) of the Securities Act. The transaction involves the Purchaser delivering a BTC Payment Amount calculated as the Aggregate Purchase Price divided by the BTC Exchange Rate (per Exhibit A), with closing on the first or second Trading Day following the date when conditions are met. No specific purchase price, share count, or BTC amount is detailed in the provided agreement excerpt, representing a novel crypto-financed private placement.

• · Agreement exempt from Securities Act registration under Section 4(a)(2); no general solicitation conducted.
• · Closing no later than second Trading Day after May 14, 2026.
• · Company represents no Material Adverse Effect since latest SEC Reports and compliance with Trading Market rules.

14-05-2026

Valley National Bancorp (NASDAQ: VLY) priced $500 million of 6.219% Fixed-to-Floating Rate Subordinated Notes due 2036, which will accrue interest at a fixed 6.219% until June 1, 2031, then switch to Three-Month Term SOFR plus 243 basis points. The Notes are intended to qualify as Tier 2 capital, with net proceeds to be used to redeem or repay its existing 3.00% fixed-to-floating subordinated notes due June 15, 2031, and for general corporate purposes. The offering is expected to close on May 14, 2026, subject to customary conditions.

• · Interest payable semiannually in arrears until June 1, 2031, then quarterly in arrears.
• · Joint book-running managers: Keefe, Bruyette & Woods, A Stifel Company and Morgan Stanley & Co. LLC; co-managers: RBC Capital Markets, LLC and R. Seelaus & Co., LLC.
• · Offering pursuant to shelf registration statement (File No. 333-278527).
• · Valley National Bank founded in 1927, serves clients in New Jersey, New York, Florida, Alabama, California, Illinois, Pennsylvania, and Arizona.

14-05-2026

Classover Holdings, Inc. entered into an At-the-Market Sales Agreement with Chardan Capital Markets LLC on May 14, 2026, to offer and sell up to $9,115,000 of its Class B common stock from time to time. The net proceeds will be used for working capital and general corporate purposes, with the agent receiving a 3.0% commission on gross sales prices. The offering is conducted pursuant to an effective Form S-3 registration statement (File No. 333-295491) declared effective on May 12, 2026.

• · Agreement may be terminated by either party with five business days’ written notice or immediately by Agent in certain circumstances.
• · Sales limited by registration statement amount, authorized but unissued shares, Form S-3 limits, and prospectus supplement.
• · Prospectus supplement filed with SEC on May 14, 2026, pursuant to Rule 424(b)(5).

14-05-2026

Fortive Corporation completed a $600 million offering of 4.750% Notes due 2031 and a $500 million offering of 5.250% Notes due 2036 on May 14, 2026. The net proceeds will refinance its 3.150% senior notes due June 15, 2026 (amount unspecified), pay related fees, and support general corporate purposes. The unsecured notes rank equally with existing unsubordinated debt, include standard covenants limiting secured debt and mergers, and offer optional redemption at make-whole prices before par redemption dates.

• · Interest payable semi-annually on May 15 and November 15, starting November 15, 2026.
• · 2031 notes redeemable at make-whole prior to April 15, 2031, then at par; 2036 notes at make-whole prior to February 15, 2036, then at par.
• · Change of control requires repurchase offer at 101% of principal plus accrued interest.
• · Underwriting agreement dated May 12, 2026, with specified managers.

14-05-2026

On May 12, 2026, AIxCrypto Holdings, Inc. (AIXC) entered into a Note Purchase Agreement with CABG Acquisition Corp. to sell its Note Package related to Marizyme, Inc., including a secured promissory note with $4,771,142 principal plus 18% accrued interest and a $1,750,000 Co-Development Note tied to DuraGraft product success, in exchange for $100,000 cash (a significant discount to face value), 10% royalties on net revenues exceeding $20,000,000, and a 4.99% membership interest in the Buyer. The Buyer commits to commercializing Marizyme's assets, with closing subject to mutual agreement within 90 days or terminable by either party. The transaction provides immediate liquidity but relinquishes direct creditor rights and potential full upside from Marizyme.

• · Note amendments dated September 15, 2025 and October 2, 2025; Co-Development Note dated April 11, 2024, amended August 6, 2024.
• · Security interest in substantially all Marizyme assets; all UCC filings transferred.
• · Customary preemptive rights and registration rights for the 4.99% membership interest.
• · Agreement terminable if closing not within 90 days of May 12, 2026, unless material breach.

14-05-2026

Rithm Capital Corp. closed a private offering of $500 million aggregate principal amount of 8.500% senior unsecured notes due 2031 on May 14, 2026, pursuant to an indenture with U.S. Bank Trust Company, National Association as trustee. The notes bear interest at 8.500% per annum, payable semi-annually commencing December 1, 2026, and mature on June 1, 2031, with net proceeds intended for general corporate purposes including repayment of indebtedness. No subsidiary guarantees are provided initially, and the notes rank equally with existing senior unsecured debt.

• · Interest payable semi-annually on June 1 and December 1, commencing December 1, 2026.
• · Prior to June 1, 2028, redeemable at 100% principal plus make-whole premium; on or after June 1, 2028 at 104.250%, declining to 100% on June 1, 2030.
• · Change of Control or Mortgage Business Triggering Event allows holder repurchase at 101% of principal plus accrued interest.
• · Up to 40% redeemable prior to June 1, 2028 using equity offering proceeds at 108.500% of principal.

14-05-2026

Bel Fuse Inc. announced the commencement of an underwritten public offering of 1,300,000 shares of its Class B common stock, with a 30-day underwriter option to purchase up to an additional 195,000 shares, subject to market and other conditions with no assurance of completion or final terms. The company intends to use net proceeds to repay outstanding indebtedness under its Credit and Security Agreement, fund the remaining 20% acquisition of Enercon Technologies, Ltd., pursue other acquisitions or partnerships, and for general corporate purposes. While this supports strategic growth initiatives, the offering's success remains uncertain amid market fluctuations and other risks outlined in SEC filings.

• · Joint book-running managers: Citigroup, BofA Securities, Wells Fargo Securities.
• · Automatic shelf registration statement on Form S-3 filed with SEC on May 12, 2026.
• · Preliminary prospectus supplement to be filed with SEC and available at www.sec.gov.

14-05-2026

On May 12, 2026, Pinnacle Financial Partners, Inc. entered into an Underwriting Agreement with Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, and Goldman Sachs & Co. LLC as representatives of the underwriters to sell $750 million aggregate principal amount of 5.596% Fixed Rate / Floating Rate Senior Notes due 2032. The offering is made pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-292650) and is expected to close on May 19, 2026, subject to customary closing conditions.

• · Underwriting Agreement attached as Exhibit 1.1
• · Company incorporated in Georgia, IRS Employer Identification No. 39-3738880
• · Principal executive offices: 3400 Overton Park Drive, Atlanta, Georgia 30339

14-05-2026

Martin Marietta Materials, Inc. held its 2026 Annual Meeting of Shareholders on May 14, 2026, with 54,913,555 of 60,256,208 shares outstanding present, representing a 91% quorum. Shareholders elected ten directors with strong majorities (for votes ranging from 50,202,739 to 52,391,823), ratified PricewaterhouseCoopers LLP as independent auditors (54,541,009 for), approved advisory vote on named executive officer compensation (51,322,167 for), and approved the Amended and Restated Stock-Based Award Plan (51,804,036 for). All four proposals passed overwhelmingly with minimal opposition.

• · Proxy statement filed with SEC on April 15, 2026.
• · Stock-Based Award Plan adopted by Board on February 19, 2026.
• · All directors received between 50,202,739 and 52,391,823 votes for, with opposition ranging from 71,523 to 2,225,718.

14-05-2026

Lifeway Foods announced the pricing of a secondary underwritten public offering of 3,454,756 shares of its common stock by Danone USA Public Benefit Corporation at $19.50 per share, expected to close on May 19, 2026, subject to customary conditions. The company is not selling shares or receiving proceeds but has agreed to repurchase approximately $5.0 million worth of shares at the same price, with the repurchase conditioned on the offering's completion. No financial performance metrics or period comparisons are provided.

• · Shelf registration statement on Form S-3 (No. 333-291148) declared effective by SEC on December 10, 2025.
• · BTIG acting as sole book-running manager for the offering.

14-05-2026

MAIA Biotechnology, Inc. suspended sales of its common stock and provided notice to terminate its At-The-Market Offering Agreement dated February 14, 2024, with H.C. Wainwright & Co., LLC, effective 7 business days after May 14, 2026. Since the March 28, 2025 prospectus supplement authorizing up to $11,200,000, the company sold 3,116,012 shares for gross proceeds of approximately $5,680,924, leaving approximately $5.5 million unsold under the facility.

• · Sales agreement originally dated February 14, 2024
• · Termination effective 7 business days after May 14, 2026

14-05-2026

Society Pass Incorporated and its wholly-owned subsidiary SoPa, Inc. filed voluntary Chapter 11 bankruptcy petitions on May 12, 2026, in the United States Bankruptcy Court for the Southern District of Texas, with joint administration granted. The Debtors plan to operate as debtors-in-possession with ordinary-course operations expected to continue uninterrupted, while subsidiaries including NusaTrip Incorporated and Thoughtful Media Group Incorporated are not part of the filings. The bankruptcy filing constitutes a default under the Prepetition Insurance Agreement, accelerating principal and interest obligations, though enforcement is automatically stayed under the Bankruptcy Code.

• · Debtors filed or will file first day motions to minimize bankruptcy effects on business.
• · Trading in the Company's securities (SOPA on Nasdaq) is highly speculative with substantial risks during Chapter 11 pendency.
• · Common Stock: par value $0.0001 per share, registered on Nasdaq Stock Market LLC.

14-05-2026

CEL-SCI Corporation announced a strategic partnership with Amarox for regulatory affairs, commercialization, and distribution of Multikine in Saudi Arabia, featuring 50%/50% revenue sharing upon SFDA Breakthrough Medicine Designation, with Amarox as exclusive distributor post-approval and optional GCC expansion. Amarox, ranked #1 for SFDA shortage medicine applications for 2022-2024, will lead all SFDA communications. The Saudi immunotherapy cancer market is projected to reach $2.7B by 2033, aligning with Saudi Vision 2030.

• · Head and neck cancer is the 6th most common cancer globally, with severe unmet need in newly diagnosed stage 3 and 4 patients.
• · Multikine received Orphan Drug designation from the FDA for neoadjuvant therapy in head and neck squamous cell carcinoma.
• · Amarox ranked #1 for SFDA applications for critical and unavailable medicines for 2022, 2023, and 2024.
• · CEL-SCI retains full ownership of Multikine IP, manufacturing know-how, and global rights.

14-05-2026

On May 14, 2026, Rhinebeck Bancorp, MHC, Rhinebeck Bancorp, Inc., and Rhinebeck Bank entered into an Agency Agreement with Keefe, Bruyette & Woods, Inc. (KBW) to assist in marketing the Company's common stock during its stock offering, including subscription, community, and potential syndicated community offerings. KBW will receive a $50,000 management fee (already paid), success fees of 1.0% on subscription offering proceeds and 1.5% on community offering proceeds (net of management fee), and up to 6.0% on syndicated community offering proceeds; additionally, a $45,000 records agent fee ($20,000 paid), potentially increasing by up to $15,000. The offering is pursuant to a Form S-1 Registration Statement (No. 333-294283) and related prospectus dated May 14, 2026.

• · Agency Agreement filed as Exhibit 1.1
• · Registration Statement on Form S-1 (No. 333-294283)

14-05-2026

Tyler Technologies, Inc. closed an upsized private offering of $1,437,500,000 aggregate principal amount of 0.50% Convertible Senior Notes due 2031, including the full exercise of the initial purchasers' $187,500,000 option. Net proceeds of approximately $1,408.1 million were used for $187.2 million in capped call transactions, $320.7 million to repurchase 1,026,900 shares of common stock, with the remainder for general corporate purposes and supporting a $1 billion share repurchase authorization. Year-to-date, the company has repurchased approximately 2.1 million shares for $667 million, enhancing financial flexibility for long-term growth.

• · Notes mature on July 15, 2031, unless earlier repurchased, redeemed, or converted.
• · Initial conversion price approximately $405.94 per share.
• · Effective conversion price from capped call transactions approximately $655.77 per share.
• · Notes issued to qualified institutional buyers pursuant to Rule 144A; unregistered under Securities Act.
• · Filing date: May 14, 2026; last reported sale price reference date: May 11, 2026.

14-05-2026

Greif, Inc. subsidiaries, acting as Originators including GREIF PACKAGING LLC, AMERICAN FLANGE & MANUFACTURING CO. INC., and others, entered into a Fourth Amended and Restated Sale Agreement dated May 11, 2026, with Greif Receivables Funding LLC (SPV) for the ongoing sale of receivables and related assets, amending the prior agreement from September 24, 2019. The transactions are structured as true sales providing the SPV full ownership benefits, with a security interest granted to PNC Bank, National Association, as Agent. No specific financial performance metrics or changes are disclosed.

• · Agreement replaces Third Amended and Restated Sale Agreement dated September 24, 2019.
• · Retained Receivables exclude those owed by Originators' affiliates or specific obligors listed in schedules.
• · SPV grants lien on Conveyed Receivables to PNC under the Fourth Amended and Restated Transfer and Administration Agreement.

14-05-2026

Vivakor, Inc. (Nasdaq: VIVK) closed a private placement with institutional investors for six-month convertible promissory notes, generating aggregate gross proceeds of $12 million (principal amount of $15 million including original issuance discount). Net proceeds will fund debt and liability reduction, working capital, commissioning of the Remediation Processing Center (RPC) in Houston, Texas, and execution of strategic initiatives amid strengthening U.S. oil markets. The company also entered a standby equity purchase agreement for added financial flexibility.

• · Placement agent: RBW Capital Partners LLC, a division of Dawson James Securities, Inc.
• · Notes have six-month term and were sold only to accredited investors, unregistered under Securities Act.
• · Press release dated May 8, 2026; 8-K filing dated May 14, 2026.

14-05-2026

G-III Apparel Group has signed a definitive agreement with WHP Global to form a 50/50 joint venture owning the Marc Jacobs brand's intellectual property, with G-III acquiring and managing the global operating business for approximately $500 million. This strategic partnership combines G-III’s operating capabilities with WHP Global’s brand management to add an iconic fashion brand to G-III’s portfolio. However, the transaction is expected to be dilutive in the first 12 months after closing, with accretion thereafter; closing is targeted for G-III’s fiscal third quarter of 2027, subject to regulatory approval.

• · G-III owns ten iconic brands including DKNY, Donna Karan, Karl Lagerfeld, Sonia Rykiel, and Vilebrequin, and licenses over 20 others such as Calvin Klein, Tommy Hilfiger, and major sports leagues.
• · Advisors: UBS (financial) and Paul, Weiss, Rifkind, Wharton & Garrison (legal) for G-III; Morgan Stanley & Co. LLC (financial) and Gibson Dunn (legal) for WHP Global.

14-05-2026

Pacific Oak Strategic Opportunity REIT, Inc. (PCOK) disclosed entry into a Loan Agreement dated May 8, 2026, among borrowers Reven Housing Funding 1, LLC, Reven Housing Funding 2, LLC, BPDM Properties 2018-1 LLC, and PORTII Properties 2020-1 LLC (collectively 'Borrower'), with Pacific Oak Residential Trust Inc. as PORT Sponsor, and lenders including KM PORT US Financing US LP and PORT 2026-04 Lender, LLC, with KM PORT US Financing US LP as Administrative Agent. The loan provides up to the maximum principal amount of the Loan Amount, secured by properties listed in Schedule I. No specific loan amount, performance metrics, improvements, declines, or flat periods were detailed in the filing.

• · Loan Agreement Closing Date: May 8, 2026
• · Asset Management Agreement: dated September 1, 2024, amended December 18, 2024
• · Filing Date: May 14, 2026

14-05-2026

Lantern Pharma Inc. (LTRN) announced a registered direct offering of 2,135,923 shares at $2.06 per share for $4.4M upfront gross proceeds, plus unregistered warrants for the same number of shares exercisable at $2.27 after six months, potentially adding $4.85M if fully exercised, for up to $9.25M total. The company plans to spin off its AI platform, withZeta.ai, into an independent entity led by CEO Panna Sharma to access dedicated funding and pursue a separate listing. While providing working capital, the offering involves dilution and no assurance of warrant exercises.

• · Warrants exercisable six months after May 14, 2026 closing and expire five years after initial exercise date.
• · Investor webinar planned in the coming month for spin-off details.
• · Net proceeds for working capital and general corporate purposes.
• · Shelf registration on Form S-3 effective June 10, 2024.

14-05-2026

Red Cat Holdings, Inc. (Nasdaq: RCAT) announced a proposed underwritten public offering of $200.0 million in common stock, with a 30-day underwriter option to purchase up to an additional $30.0 million in shares. The net proceeds will fund general corporate purposes and strategic growth initiatives, including acquisitions, business expansion, R&D, capital expenditures, and working capital. The offering is subject to market conditions, with no assurance of completion, and is made pursuant to a shelf registration statement filed on May 12, 2026.

• · Evercore ISI and BofA Securities acting as joint lead bookrunners.
• · Shelf registration statement filed with SEC on May 12, 2026.
• · Preliminary prospectus supplement to be filed with SEC.

14-05-2026

Polar Power, Inc. entered into a Revolving Loan Agreement dated May 13, 2026, providing access to revolving loans up to a Maximum Outstanding Amount of $2,500,000 at the lender's sole discretion, with a Maturity Date one year from closing. The agreement requires two incumbent directors to resign, allowing the lender to appoint three new board nominees: David Piedra, Steven Brown, and Angel Liriano. While this offers potential liquidity support, funding is not guaranteed and cedes significant board control to the lender.

• · Agreement filed as Exhibit 10.1 with SEC 8-K on May 14, 2026.
• · Loans funded by wire transfer on next or second Business Day after Loan Request.
• · Pinnacle Bank Loan referenced as existing agreement dated August 31, 2020.