US Corporate Distress Financial Stress SEC Filings — June 02, 2026

USA Corporate Distress & Bankruptcy

By Gunpowder Editorial ·

48 high priority 48 total filings analysed

Executive Summary

The 48 filings in this intelligence stream reveal a bifurcated corporate landscape dominated by aggressive capital restructuring, elevated refinancing activity, and a clear 'survival of the fittest' dynamic.

A significant cohort of companies, particularly in energy and industrials (Hallador, Granite Construction, Peabody), are executing transformative, multi-billion dollar projects or recapitulations, often accompanied by high-yield debt offerings at rates of 6.375% to 7.75%, signaling both conviction and a high cost of capital. Simultaneously, a cluster of micro-cap and stressed entities (Tempest Therapeutics, C2 Blockchain, NKGen Biotech) are resorting to deeply dilutive financings and convertible notes with 10% OIDs to secure small cash infusions, effectively worsening their equity positions for near-term liquidity. The data shows a strong trend of liability management and covenant amendments—from Atlantic American Corp needing a waiver for financial statement delivery to Curbline Properties launching a $400M ATM to scout for acquisitions. A nascent thematic is the emergence of insider-driven 'recapitalizations,' like Greenpro Capital's CEO and LQR House's controlling stake purchase in profitable assets, suggesting that management sees intrinsic value despite market skepticism. The most actionable insight is the prevalence of M&A as both a distress signal and an opportunity, with the NCS Multistage/Weatherford and Arxis/Ominetics deals providing clear floor prices, while the Hertz ABS issue at rates up to 9.64% flags acute credit risk in the rental car sector. Overall, the market is pricing in high uncertainty, favoring deep-dive credit analysis and event-driven plays over broad sector exposure. Key forward-looking catalysts are heavily loaded in late 2026 and 2028, making the next 6-12 months a critical period for execution on these announced plans.

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 Distress Financial Stress SEC Filings digest from June 01, 2026.

Investment Signals (10)

  • Acquired 460 MW Siemens turbines for $350M ($760/kW), an attractive valuation vs new equipment with 5+ year delivery windows. The project targets late 2028-2029 revenue with a $1B+ 12-year capacity agreement already inked. No outstanding bank debt.

  • Crossed >50% ownership threshold in Fusion Five Continents Securities by purchasing an additional 30% stake for $39M in USDT. The target has 'profitable operations' and product-market fit, which will now be consolidated, potentially masking LQR's legacy losses.

  • Agreed to be acquired by Weatherford Intl. in a stock-and-cash deal structured to allow a 0.554x share election or a cash/stock mix. The controlling stockholder (>50%) has already approved, de-risking shareholder vote. Expected to be immediately accretive to FCF per share.

  • Issued $600M of 6.375% senior notes due 2034 and called its $273.7M 3.75% convertible notes due 2028, electing cash settlement to limit dilution. This reduces future dilution risk.

  • Paid $112.5M upfront for Everest Medicines' BTK inhibitor (civorebrutinib), with a potential $1.03B in milestones. This is a high-stakes pipeline expansion into immune-mediated kidney diseases, a massive market. [BULLISH/BEARISH]

  • Executed a capped call transaction to manage dilution from its convertible notes offering. This is a standard, neutral action, but for a coal company it signals an aggressive hedging of equity exposure. [NEUTRAL/BEARISH]

  • Issued $500M in ABS notes with spread from 5.09% to 9.64% (Class E). The 9.64% coupon on the lowest tranche is a strong signal of high credit risk and elevated borrowing costs, indicating distress in its capital structure.

  • Secured only $2.2M net new cash from AlpineBrook via a convertible loan but issued 12.95M shares as 'consideration.' This is an extreme dilution-to-capital ratio, signaling a potential debt trap.

  • Issued a $1.2M senior secured convertible note with a 10% OID (effectively $1M cash in) and a 10% interest rate. First priority lien over all assets for a $1M loan is a strong signal of leverage desperation.

  • Investor update shows revenue exploded to $1.56B annualized in Q1 2026 (from $340M in 2021), but Adjusted EBITDA margins collapsed from 33.4% (2024) to 23% (Q1 2026) due to integration of Baker Hughes pressure control. Growth at the cost of profitability.

Risk Flags (9)

  • Issued a $1.2M secured convertible note (10% OID, 10% interest) with first lien on all assets. Repayment is fast (50% in 6 months, rest monthly thereafter). This is a classic distressed debt structure that punishes failure.

  • Received only $2.2M net cash but issued 12.95M shares to AlpineBrook. This suggests a massive dilution overhang (almost 13 million shares for $2.2M is a very low price), and the stockholder approval requirement for increasing authorized shares adds execution risk.

  • Issued $500M in ABS notes with Class E notes paying 9.64%. This is a distress-level yield, indicating the market demands high compensation for the risk of its rental car asset-backed pool.

  • Raised $2.0M by inducing warrant holders at a reduced price of $1.73 (from $3.50). Issued 2.34M new warrants at the same price. This is a capital raise at a deeply discounted price, signaling desperate cash needs.

  • Announced a 1-for-10 reverse stock split effective June 5, 2026. Approved by 86.87% of voting capital but held by a small number of shares. Post-split, the stock is vulnerable to a significant sell-off as low-float, small-cap reverse splits often fail to regain compliance.

  • Q3 FY25 revenue grew 15% YoY to $3.2M, but net income fell 8% to $0.5M, driven by a 22% rise in operating expenses. This signals that growth is coming at a declining profitability.

  • Extended the deadline for audited 2025 financials and Q1 2026 interim statements to July 31, 2026. This typically signals operational challenges or internal control weaknesses.

  • Granted an exception until June 30, 2026 to regain the $1.00 bid price. Failure to meet this deadline could lead to immediate suspension and delisting. The stock is under a microscope.

  • Extended a real estate purchase agreement to October 31, 2026 but made it contingent on the seller reaching a tax settlement by June 12, 2026. If the tax issue isn't resolved, the deal terminates and the company loses its $312,000 extension fee.

Opportunities (8)

  • Weatherford (WFRD) acquisition at a fixed exchange ratio (0.554x shares). Given the controlling stockholder (>50%) already approved, deal risk is minimal. Investors could capture the spread to the current price.

  • Acquired long-lead-time Siemens turbines at a fraction of new build cost. With a $1B+ capacity agreement already signed and MISO ERAS study due September 2026, the project is on a clear monetization path.

  • Announced preliminary Q4 FY26 revenue of ~$77.5M, exceeding high end of guidance ($68M +/- $2M). This is a significant beat (14% vs midpoint) and suggests strong operational execution, potentially a turnaround story.

  • Amended credit agreement to lower the Applicable Rate on term loans to SOFR + 2.50% from a higher rate. This directly reduces interest expense and improves FCF, a positive for a retail business.

  • Announced a $1.2B investment in a new rare earth magnet facility in South Carolina, targeting 2028 production. This aligns with the critical minerals / reshoring theme and could attract government financing as a 'national security' project.

  • Has a $400M at-the-market (ATM) equity offering program. This is a powerful war chest for a net lease REIT, signaling a potential acquisition spree.

  • LQR House / Contrarian Value Play? (SPECULATIVE OPPORTUNITY)

    Dilutive M&A, yes, but it now controls a profitable stablecoin brokerage (Fusion Five). If Fusion's earnings are consolidated and scaled, the combined entity could become free cash flow positive, a major catalyst.

  • Issued $900M of 7.500% Notes due 2031. For income investors, this is a direct yield opportunity from a large BDC. The high coupon reflects credit risk, but the names of the underwriters (BofA, JP Morgan, etc.) suggest strong institutional demand.

Sector Themes (6)

  • Energy Sector: 'Buy the Assets, Build Later'

    Hallador and Cactus are both acquiring physical assets (turbines, pressure control) at discounted valuations to existing capabilities. Hallador is buying pre-commissioned turbines, while Cactus is integrating acquisitions. This suggests a capital-efficient 'build via acquisition' strategy in energy infrastructure, not organic greenfield spending.

  • Debt Market: A Tale of Two Coupons

    A clear divergence is forming between high-yield borrowers (Granite Construction 6.375%, Worthington Steel 7.75%, FS KKR 7.50%) and distressed ABS borrowers (Hertz 9.64%). The coupon spread is widening as credit markets discriminate more aggressively between high and low quality. This is a classic late-cycle signal.

  • Micro-Cap Distress: 'Blood in the Streets' Financing

    Companies like Tempest Therapeutics, C2 Blockchain, and NKGen Biotech are obtaining capital at deeply dilutive terms (reduced exercise prices, high OIDs, massive share issuances). This is a structural red flag for the small-cap ecosystem, indicating a severe capital shortage for loss-making companies.

  • M&A as a Distress Exit: A Buyer's Market

    The NCS Multistage acquisition (controlling shareholder approval) and the Arxis/Ominetics acquisition (12x FY27 EV/EBITDA) suggest that larger, healthier firms are picking off distressed or undervalued targets. This is a strong signal for active M&A in the next 12 months.

  • REITs and Asset Managers: Liquidity is King

    Curbline Properties ($400M ATM), Franklin BSP ($125M MRA), and CNL Strategic Capital ($100M line) are all aggressively increasing their liquidity positions. This suggests they see a buying opportunity or are preparing for a tighter credit environment.

  • Regulatory Tailwinds for Critical Minerals

    USA Rare Earth's $1.2B facility in South Carolina and the theme of 'reshoring' are clear catalysts. This is a long-term thematic play (2028 target), but the capital commitment is a strong vote of confidence from management and likely government support.

Watch List (8)

  • Nasdaq compliance deadline is June 30, 2026. Watch for the stock price to maintain above $1.00 for 10 consecutive business days. Failure to do so will trigger delisting proceedings. (Date: June 30, 2026)

  • The MISO ERAS study is due by September 2026. This is a major milestone. Success will de-risk the $1B project and could catalyze a move to financing. (Date: September 2026)

  • The deal is expected to close in H2 2026. Watch for regulatory approvals. The stock price should converge towards 0.554x of WFRD price. (Date: H2 2026)

  • The seller must reach a tax settlement by June 12, 2026, or the real estate deal terminates. This is a binary event. (Date: June 12, 2026)

  • Conference call on June 25, 2026 to discuss FY2026 results. Management cited 'strong operational momentum' in defense. Watch for specific revenue and order growth data. (Date: June 25, 2026)

  • The uncommitted line is cancellable at any time without notice. Watch for any change in Valley National Bank's willingness to extend the maturity or provide advances. (Date: Ongoing)

  • Expected to close on June 3, 2026. If it does not close by March 12, 2027, the $700M in notes are subject to special mandatory redemption. (Date: June 3, 2026 - expected closing)

  • The capped call transaction covers dilution through August 27, 2030. Watch for any amendments to the convertible notes or changes in dealer hedging activity that could signal a balance sheet shift. (Date: August 27, 2030)

Filing Analyses (48)
Hims & Hers Health, Inc. 8-K positive materiality 8/10

02-06-2026

Hims & Hers Health, Inc. completed its acquisition of Eucalyptus, advancing its position as the world's largest consumer health platform. The acquisition extends the company's leadership across Australia, Canada, Germany, Japan, and the United Kingdom, building on prior acquisitions of ZAVA and Livewell. The company reaffirmed its long-term targets of $6.5 billion in revenue and $1.3 billion in Adjusted EBITDA by 2030, but faces integration risks and uncertainties related to international expansion and achieving these financial goals.

  • · The acquisition closed pursuant to the terms of the definitive agreement.
  • · Eucalyptus has served more than 850,000 customers to date (as of May 2026).
  • · Hims & Hers now has a leading presence across the US, UK, Australian, and Canadian markets, with a growing presence in France, Germany, Ireland, Spain, and Japan.
  • · The company can now reach hundreds of millions of people across four continents.
  • · The press release includes cautionary language about forward-looking statements, highlighting risks related to integration, international expansion, regulatory compliance, customer adoption, and achieving long-term financial targets.
HALLADOR ENERGY CO 8-K mixed materiality 9/10

02-06-2026

Hallador Energy acquired approximately 460 MW of Siemens gas turbines and related equipment for $350 million ($760/kW), with an additional $100 million in transportation/refurbishment/logistics costs, to accelerate its Merom natural gas project in MISO Zone 6. The acquisition secures long-lead-time equipment at an attractive valuation, and the project is targeted to begin generating revenue between late 2028 and mid-2029. The company had no outstanding bank debt as of March 31, 2026, maintains a $120 million credit facility, and has a contracted sales book of over $2.1 billion, including a previously announced 12-year capacity agreement valued at over $1 billion. However, the project remains subject to multiple milestones (MISO ERAS study completion by September 2026, GIA receipt, financing, offtake agreements, permits) and Hallador retains the option to sell the equipment or project rather than develop it.

  • · The turbines have never been previously fired and are being acquired at what the company believes to be an attractive valuation compared to new equipment alternatives given current delivery windows.
  • · The $450 million delivered price represents more than half the estimated total project cost for the Merom simple cycle project.
  • · Hallador had no outstanding bank debt as of March 31, 2026.
  • · The MISO ERAS study is anticipated to be completed in September 2026, after which Hallador will make a final investment decision.
  • · Hallador retains optionality to: advance the full project, sell the project with equipment, or sell the equipment on a standalone basis.
  • · The acquisition secures critical long-lead-time equipment in a market with significant supply constraints and extended lead times for new turbine deployment.
GENCO SHIPPING & TRADING LTD 8-K neutral materiality 5/10

02-06-2026

On June 2, 2026, Genco Shipping & Trading Limited entered into the Third Amendment to its Shareholder Rights Agreement, eliminating the defined term 'Acting in Concert' based on shareholder feedback and board assessment. The amendment does not alter other provisions regarding concerted activity, including group formation under Rule 13d-5(b)(1), and the Rights Agreement remains substantially similar to those of other public companies, intended to protect shareholder long-term value and prevent coercive control without a premium.

  • · The Third Amendment was entered into on June 2, 2026.
  • · The amendment eliminates the defined term 'Acting in Concert' from the Rights Agreement.
  • · Other provisions regarding concerted activity, including group formation under Rule 13d-5(b)(1), remain unchanged.
  • · The Rights Agreement was originally dated October 1, 2025.
  • · The amendment is intended to enable all shareholders to realize long-term value and provide the Board sufficient time to fulfill fiduciary duties.
NCS Multistage Holdings, Inc. 8-K positive materiality 9/10

02-06-2026

Weatherford International plc (NASDAQ: WFRD) has entered into a definitive agreement to acquire NCS Multistage Holdings, Inc. (NASDAQ: NCSM) in a stock-and-cash transaction. Under the terms, NCS Multistage stockholders can elect to receive either 0.554 shares of Weatherford common stock or a combination of 0.239 shares plus a cash amount equivalent to 0.137 shares, with a blended consideration of 0.463 Weatherford shares per NCSM share and up to 19.99% payable in cash. The deal is expected to close in the second half of 2026, subject to regulatory approvals, and is expected to be immediately accretive to adjusted free cash flow per share with at least $15 million in annual cost synergies within 18 months of closing. The transaction has been approved by both boards and the controlling stockholder of NCS Multistage, which owns more than 50% of its outstanding common stock.

  • · The transaction has been approved by the controlling stockholder of NCS Multistage that owns more than 50% of its outstanding common stock.
  • · Weatherford expects to realize at least $15 million in annual run-rate cost synergies within 18 months of closing.
  • · The deal is expected to be immediately accretive to adjusted Free Cash Flow per share.
  • · NCS Multistage stockholders can elect either 0.554 shares of Weatherford common stock or a combination of 0.239 shares plus cash equivalent to 0.137 shares, subject to proration.
  • · Up to 19.99% of the total equity consideration is payable in cash.
  • · The transaction is expected to close in the second half of 2026, subject to customary closing conditions including regulatory approvals.
  • · Until closing, Weatherford and NCS Multistage will continue to operate as separate, independent companies.
Tempest Therapeutics, Inc. 8-K mixed materiality 7/10

02-06-2026

Tempest Therapeutics entered into a warrant exercise and inducement agreement on May 28, 2026, resulting in approximately $2.0 million in gross proceeds from the cash exercise of existing warrants at a reduced price of $1.73 per share. The company issued new warrants to purchase up to 2,344,828 shares at the same reduced price, along with placement agent warrants. The transaction provides immediate cash but significantly dilutes existing shareholders, and the new warrants are subject to stockholder approval before becoming exercisable.

  • · Existing warrants were originally issued in November 2025 at an exercise price of $3.50 per share; reduced to $1.73 per share.
  • · New warrant exercise price is $1.73 per share, expires May 29, 2028.
  • · New warrant exercisable only after stockholder approval under Nasdaq rules.
  • · Placement agent warrants have an exercise price of $2.1625 per share.
  • · Company must file a resale registration statement within 30 days and use best efforts to have it effective within 45 days (75 days if SEC review).
  • · Placement agent receives 7% cash fee and 7% warrant coverage on any future cash exercise of new warrants within 24 months of issuance.
  • · Shares from existing warrants were registered under Form S-1 (File No. 333-292026); new warrants and placement agent warrants are unregistered.
WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST 8-K neutral materiality 4/10

02-06-2026

This 8-K filing reports a Seventh Addendum to the Sixth Amended and Restated Service Agreement between Comenity Bank and Comenity Servicing LLC, effective June 1, 2026. The addendum modifies certain services and performance standards related to issues management, including amended service descriptions and new performance metrics (e.g., closing 90% of issues within 250 days, completing 90% of Level 3 consumer containment/remediation within 210 days), while deleting previous containment standards. No financial amounts or quantitative financial data are disclosed in the filing.

  • · The addendum amends Appendix A (Services) and Appendix B (Performance Standards) of the existing Sixth Amended and Restated Service Agreement dated January 1, 2025.
  • · Previous performance standards for containing non-technical and technology/system-dependent issues impacting customers were deleted.
  • · The agreement continues in full force and effect except as amended by this addendum.
Bluejay Diagnostics, Inc. 8-K positive materiality 6/10

02-06-2026

Bluejay Diagnostics (NASDAQ: BJDX) announced a strategic partnership with Argonaut Manufacturing Services to establish scalable U.S.-based manufacturing capabilities for its Symphony™ platform, aiming to reduce reliance on overseas manufacturing and mitigate risks from international sourcing and tariffs. The collaboration supports Bluejay's clinical development programs and future commercialization, but the Symphony System remains an investigational device without FDA clearance, and the company has no current revenue from the platform.

  • · The partnership is intended to enhance supply chain resilience and reduce risks from international sourcing and import tariffs.
  • · Bluejay's Symphony System is an investigational device limited by U.S. law to investigational use only.
  • · The SYMON Clinical Study Program includes three studies: SYMON-I (NCT06181604), SYMON-II (NCT06654895), and SYMON-III (NCT07425587).
  • · SYMON-II is the pivotal study to validate SYMON-I outcomes and support a 510(k) application to the FDA.
  • · The IL-6 Test is designed to provide results in approximately 20 minutes from sample-to-result.
  • · Argonaut was founded by former executives from Thermo Fisher Scientific, Affymetrix, and Allergan.
Firefly Aerospace Inc. 8-K neutral materiality 8/10

02-06-2026

Firefly Aerospace Inc. priced a follow-on public offering of 12,000,000 shares of common stock at $48.00 per share, with an additional 1,800,000 shares available to underwriters. The offering closed on June 1, 2026, and includes both primary shares from the company and secondary shares from selling stockholders.

  • · The offering was priced on May 28, 2026 and closed on June 1, 2026.
  • · Underwriters have a 30-day option to purchase up to an additional 1,800,000 shares.
  • · The Underwriting Agreement includes customary representations, warranties, and indemnification provisions.
Greenpro Capital Corp. 8-K neutral materiality 5/10

02-06-2026

Greenpro Capital Corp. (GRNQ) entered into a subscription agreement on May 29, 2026, for a private placement of 28,949 shares of common stock at $1.7272 per share, raising aggregate gross proceeds of $50,000. The shares were issued to the company's CEO, President and Director, Mr. Lee Chong Kuang, in a non-brokered, exempt transaction. While the immediate capital raised is modest ($50K), the filing reveals significant insider ownership: following the offering, Mr. Lee directly holds 10.38% of the outstanding common stock, and together with his spouse holds approximately 11.3%.

  • · The offering was exempt from registration under Section 4(a)(2) of the Securities Act and Regulation D/Regulation S; the purchaser represented accredited investor status.
  • · No underwriters were involved in the offering; proceeds will be used for operating capital.
  • · The company's total outstanding shares after the offering is 18,062,072.
  • · The filing date of the 8-K is June 2, 2026.
Travere Therapeutics, Inc. 8-K mixed materiality 9/10

02-06-2026

Travere Therapeutics entered into a license and collaboration agreement with Everest Medicines to develop and commercialize civorebrutinib (EVER001), a covalent reversible BTK inhibitor, for all therapeutic uses outside of China and certain East/Southeast Asian countries. Travere will pay an upfront payment of $112.5 million and is eligible for up to approximately $1.03 billion in additional milestone payments, plus tiered royalties on net sales. The agreement expands Travere's pipeline into immune-mediated kidney diseases, but carries significant financial obligations and development risks.

  • · The license is exclusive for the Territory (outside China and certain East/Southeast Asian countries) and includes a sublicense to third-party patents.
  • · Travere cannot exercise rights outside renal disease until Everest pays a fee to third-party licensors.
  • · Travere grants Everest a non-exclusive, royalty-free license to intellectual property generated under the agreement for use outside the Territory.
  • · Development costs for global clinical trials will be shared between Travere and Everest.
  • · Travere must use commercially reasonable efforts to develop, obtain regulatory approval for, and commercialize at least one product in the U.S. and additional major markets.
  • · Royalties range from high single-digit to double-digit percentages based on annual net sales thresholds, subject to customary reductions.
  • · The agreement is subject to HSR antitrust waiting period and other customary conditions.
  • · Travere can terminate the agreement in its entirety or on a region-by-region basis, and can be reimbursed for the upfront payment if Everest fails to complete initial technology transfer.
  • · Everest can terminate if Travere challenges licensed patents or ceases all material development for 12 consecutive months.
  • · Upon early termination, Travere must grant Everest a worldwide exclusive license to its generated IP and transfer regulatory filings.
Arxis, Inc. 8-K positive materiality 8/10

02-06-2026

Arxis, Inc. announced two acquisitions: a definitive agreement to acquire Omnetics Connector Corporation in an all-stock transaction expected to close in Q3 2026, and the completed all-cash acquisition of MagCanica Inc. on June 1, 2026. The combined purchase price is approximately $890 million, representing 12x FY27 estimated adjusted EBITDA. Both acquisitions will operate within Arxis' Electronic Components segment.

  • · Omnetics acquisition is an all-stock transaction subject to lockup provisions; MagCanica acquisition was all-cash.
  • · Omnetics is headquartered in Minneapolis, Minnesota, and was founded in 1984.
  • · MagCanica was founded in 2000 and was previously owned by its founders and employees.
  • · The Omnetics transaction is subject to customary regulatory approvals and closing conditions.
  • · Arcline Investment Management has over $30 billion in assets under management.
Phoenix Energy One, LLC 8-K neutral materiality 5/10

02-06-2026

Phoenix Energy One, LLC entered into Amendment No. 9 to its Senior Secured Credit Agreement on June 1, 2026, which permits the Company to issue certain junior lien notes subject to conditions and limitations. The amendment involves Phoenix Operating LLC as borrower, Fortress Credit Corp. as administrative agent, and the guarantors and lenders party thereto.

  • · Amendment No. 9 was entered into on June 1, 2026 (the Amendment No. 9 Effective Date).
  • · The amendment permits the Company to issue certain junior lien notes, subject to conditions and limitations described in the Credit Agreement.
  • · The original Credit Agreement was entered into on August 12, 2024.
  • · The filing was signed by Curtis Allen, Chief Financial Officer, on June 2, 2026.
  • · The Company is an emerging growth company (checked 'no') and trades on NYSE American LLC under symbol PHXE.P.
NorthWestern Energy Group, Inc. 8-K neutral materiality 7/10

02-06-2026

NorthWestern Corporation (d/b/a NorthWestern Energy) entered into a secured term loan credit agreement dated May 27, 2026, with Bank of America, N.A. as administrative agent and several lenders, including BofA Securities, BMO Bank, KeyBank, and U.S. Bank as joint lead arrangers. The agreement establishes a term loan facility with an applicable margin of 0.85% per annum for Term SOFR loans and 0.0% for Base Rate loans, and includes financial covenants such as a consolidated debt to capitalization ratio. The filing does not disclose the principal amount of the term loan commitments, so no period-over-period comparisons are available.

  • · The credit agreement includes a consolidated debt to capitalization ratio covenant (Section 7.1).
  • · Conditions precedent to closing include delivery of a Bond Delivery Agreement and various certificates (Section 5.1).
  • · The agreement contains standard representations and warranties, affirmative and negative covenants, and events of default (Sections 4, 6, 7, 8).
  • · The agreement is governed by the laws of the State of New York (Section 10.11).
  • · The filing does not specify the total commitment amount or the maturity date of the term loan facility.
Benchmark 2026-V21 Mortgage Trust 8-K neutral materiality 4/10

02-06-2026

This 8-K filing by Benchmark 2026-V21 Mortgage Trust (filed June 2, 2026) reports the entry into a Pooling and Servicing Agreement dated May 1, 2026, involving Wells Fargo Commercial Mortgage Securities, Inc. as depositor, Trimont LLC as master servicer, Rialto Capital Advisors, LLC as special servicer, Computershare Trust Company as certificate administrator, Deutsche Bank National Trust Company as trustee, and Pentalpha Surveillance LLC as operating advisor and asset representations reviewer. The servicing terms for the Del Rey Campus Mortgage Loan will differ from those for other mortgage loans, with details provided in the related Prospectus filed March 5, 2026. This is a structured finance event with no financial performance data provided, showing neither positive nor negative results.

  • · The Pooling and Servicing Agreement is dated as of May 1, 2026.
  • · The filing references a prior SEC filing (Prospectus under SEC File Number 333-286173-03) dated March 5, 2026, outlining servicing differences.
  • · The report was signed on June 2, 2026, by Scott Epperson, CEO of GS Mortgage Securities Corporation II, as depositor.
GRANITE CONSTRUCTION INC 8-K mixed materiality 9/10

02-06-2026

Granite Construction Incorporated closed a $600.0 million private offering of 6.375% senior notes due 2034, with estimated net proceeds of approximately $590.0 million. The company concurrently called its outstanding $273.7 million aggregate principal of 3.75% Convertible Senior Notes due 2028 for redemption on August 10, 2026, and elected to primarily settle conversions in cash to limit dilution. However, this change in settlement method is expected to require bifurcation of a derivative liability under ASC 815, with an estimated fair value of approximately $500 million as of the call notice date, which will be recognized as charges in the consolidated statement of operations through the settlement period.

  • · The new 6.375% senior notes mature on June 15, 2034, with interest payable semiannually on June 15 and December 15, beginning December 15, 2026.
  • · The company may redeem up to 40% of the new notes using equity offering proceeds before June 15, 2029, at 106.375% of principal, provided at least 50% of the original aggregate principal remains outstanding.
  • · The 2028 Notes redemption date is August 10, 2026; the conversion election applies to conversions on or after May 19, 2026 through August 6, 2026.
  • · The estimated derivative liability of ~$500 million is expected to be remeasured at fair value as of June 30, 2026 and through settlement, creating non-cash charges in the income statement.
  • · The company expects to exclude these impacts (redemption, conversions, and related tax effects) from non-GAAP measures like adjusted EBITDA, and does not expect this to change its 2026 adjusted EBITDA margin guidance.
  • · Certain initial purchasers serving as agents/lenders under the credit facility and counterparties to the capped call transactions may receive a portion of the net proceeds and customary fees.
CEMTREX INC 8-K negative materiality 8/10

02-06-2026

CEMTREX INC filed an 8-K announcing a 1-for-10 reverse stock split of its common stock, effective June 5, 2026. The amendment was approved by holders of 1 share of common stock, 50,000 shares of Series C Preferred Stock, and 168,852 shares of Series 1 Preferred Stock, representing 86.87% of voting capital. Fractional shares will be rounded up to the next whole share for holders of at least one pre-split share, while holders of less than one whole share will be rounded down.

  • · The reverse stock split ratio is 1-for-10, effective at 12:01 a.m. on June 5, 2026.
  • · Holders of less than one whole share of common stock prior to the split will be rounded down and receive no fractional shares.
  • · The amendment was approved by a single class vote of common and preferred stockholders.
Hennessy Capital Investment Corp. VII 8-K mixed materiality 7/10

02-06-2026

Hennessy Capital Investment Corp. VII (HVIIU) entered into Omnibus Amendment No. 2 to its Business Combination Agreement and Promissory Note with ONE Nuclear Energy, LLC, extending the outside date for the business combination from June 30, 2026 to August 15, 2026, and increasing the principal amount of the promissory note from $300,000 to $316,975. This marks the second extension of the deal timeline, indicating potential delays in closing the merger.

  • · This is the second amendment to the Business Combination Agreement and Promissory Note; the first amendment was dated March 31, 2026.
  • · The original Business Combination Agreement was dated October 22, 2025, and the original Promissory Note was dated December 19, 2025.
  • · The amendment was executed on June 1, 2026, and filed on June 2, 2026.
  • · The increase in the promissory note principal from $300,000 to $316,975 represents a $16,975 increase (approximately 5.66%).
Jaguar Health, Inc. 8-K neutral materiality 6/10

02-06-2026

Jaguar Health, Inc. entered into two exchange agreements with Streeterville Capital, LLC on May 26 and June 1, 2026, issuing a total of 64,668 shares of common stock in exchange for 7.92 outstanding shares of Series Q Preferred Stock, which were subsequently cancelled. Additionally, the company further adjourned its 2026 Annual Meeting of Stockholders to June 8, 2026, to allow stockholders more time to review supplemental proxy materials. The exchange transactions were conducted under Section 3(a)(9) of the Securities Act, indicating no new cash raised, and the repeated adjournment of the annual meeting suggests potential challenges in securing stockholder approval for proposals.

  • · The exchange transactions were exempt from registration under Section 3(a)(9) of the Securities Act of 1933.
  • · The Annual Meeting was originally adjourned on May 22, 2026, and further adjourned on June 2, 2026, to June 8, 2026.
  • · A supplement to the proxy statement was filed on May 29, 2026, to provide additional information on certain proposals.
  • · The record date for the Annual Meeting remains April 15, 2026.
  • · Stockholders who already voted do not need to take any action unless they wish to change their vote.
LendingClub Corp 8-K neutral materiality 5/10

02-06-2026

LendingClub Corporation announced on June 2, 2026 its voluntary withdrawal from the New York Stock Exchange (NYSE) and transfer of its common stock listing to Nasdaq, effective June 22, 2026. The company will trade under the new ticker symbol 'HAPN' to align with the upcoming launch of its Happen Bank brand and renaming to Happen, Inc. No financial performance data or negative metrics were disclosed in this filing.

  • · NYSE listing ends at market close on June 18, 2026.
  • · Nasdaq trading begins at market open on June 22, 2026.
  • · New ticker symbol is 'HAPN'.
  • · The transfer is voluntary and authorized by the Board of Directors.
  • · No financial statements or performance data were included in this filing.
Primerica, Inc. 8-K neutral materiality 6/10

02-06-2026

Primerica, Inc. entered into a $200,000,000 Second Amended and Restated Credit Agreement dated June 2, 2026, with Wells Fargo Bank, National Association as Administrative Agent, Swingline Lender and Issuing Lender, and Wells Fargo Securities, LLC as Sole Lead Arranger and Sole Bookrunner. The agreement amends and restates the prior credit agreement dated June 22, 2021, and provides for a revolving credit facility, swingline loans, and a letter of credit facility. The interest rates and commitment fees are tied to Primerica's debt ratings, with pricing levels ranging from I (≥A/A2) to V (≤BBB-/Baa3).

  • · The agreement amends and restates the prior credit agreement dated June 22, 2021, and does not constitute a novation.
  • · The credit facility includes a revolving credit facility, swingline loans, and a letter of credit facility.
  • · Interest rates and fees are determined by Primerica's debt ratings from S&P and Moody's, with five pricing levels.
  • · If Primerica is split-rated with a one-level differential, the higher rating applies; if two or more levels, the pricing level is one level lower than the higher rating.
  • · If Primerica does not have a debt rating from at least one of S&P or Moody's, the pricing level defaults to Level V.
  • · The agreement includes customary representations, warranties, affirmative and negative covenants, and events of default.
  • · The audited financial statements referenced are for the fiscal year ended December 31, 2025.
RPM INTERNATIONAL INC/DE/ 8-K neutral materiality 6/10

02-06-2026

RPM International Inc. amended its $300M accounts receivable securitization facility on May 27, 2026, removing the interest coverage ratio covenant and adding a leverage ratio covenant (≤3.75x) if the company loses investment grade ratings. Additionally, Timothy R. Kinser resigned as VP-Operations on May 29, 2026, becoming Project Management Officer of a subsidiary.

  • · The leverage ratio covenant (≤3.75x) applies only if RPM does not maintain investment grade ratings from at least two specified agencies.
  • · The interest coverage ratio covenant was eliminated.
  • · The credit spread adjustment for SOFR-based credit extensions was removed.
  • · The material-indebtedness-based amortization event threshold for the Company and its subsidiaries (excluding Originators) increased from $150M to $250M.
  • · Timothy R. Kinser's resignation as VP-Operations was effective May 29, 2026, and he became Project Management Officer of a subsidiary.
MAUI LAND & PINEAPPLE CO INC 8-K neutral materiality 7/10

02-06-2026

Maui Land & Pineapple Company, Inc. (MLP) entered into a Purchase and Sale Agreement on May 27, 2026, to sell 8.783 acres of land (Lot 2-D) and up to 3.5 acres of adjacent land in Kapalua, Maui, to DC Kapalua 1 Property, LLC for a base price of $10,000,000 plus $1,138,565 per acre for the additional land. The agreement includes a 90-day due diligence period, customary earnest money deposits, and conditions related to governmental approvals, with potential termination rights if approvals are not secured. The transaction also provides for a non-exclusive trademark license, a master lease of retail space to MLP, and access to amenities for Kapalua Club members.

  • · The Purchase Agreement includes a non-exclusive license to use certain MLP trademarks, a master lease of new street front retail space in Kapalua Village from Buyer to MLP, and access to amenities for Kapalua Club members.
  • · Earnest money deposits become nonrefundable based on time elapsed after the Acceptance Date; if Buyer terminates or fails to deliver Acceptance Notice during due diligence, all deposits are refundable.
  • · The full Purchase Agreement will be filed as an exhibit to MLP's Quarterly Report on Form 10-Q on or before August 14, 2026.
XMax Inc. 8-K neutral materiality 6/10

02-06-2026

XMax Inc. entered into Securities Purchase Agreements on May 28, 2026, to sell 486,500 shares of common stock at $7.347 per share in a private placement, raising an aggregate of approximately $3.57 million. The shares are subject to an 18-month lock-up period and were issued under Regulation S exemption. The filing does not disclose any comparative financial performance or operational metrics.

  • · The purchase price per share was $7.347.
  • · The lock-up period is 18 months from the date of the agreements.
  • · The private placement was conducted under Regulation S exemption from registration.
  • · The filing date is June 2, 2026, and the event date is May 28, 2026.
ATLANTIC AMERICAN CORP 8-K neutral materiality 5/10

02-06-2026

Atlantic American Corporation entered into a Second Amendment to its Revolving Credit Agreement with Truist Bank on May 27, 2026. The amendment extends the deadline for delivering audited 2025 financial statements, interim Q1 2026 financials, and related compliance certificates to no later than July 31, 2026. This extension suggests the company needed additional time to finalize its financial reporting, which may indicate operational or reporting challenges.

  • · The original Revolving Credit Agreement was dated May 12, 2021.
  • · The amendment covers delivery of audited consolidated financial statements for the year ended December 31, 2025, interim consolidated financial statements for the quarter ended March 31, 2026, and related compliance certificates.
  • · The new deadline for these deliverables is July 31, 2026.
  • · The filing was signed by Nickeesha Bates, Vice President, Corporate Controller, Corporate Accounting/Finance.
HERTZ GLOBAL HOLDINGS, INC 8-K mixed materiality 8/10

02-06-2026

Hertz Global Holdings, Inc., through its subsidiary Hertz Vehicle Financing III LLC, issued $500 million in Series 2026-1 Rental Car Asset Backed Notes across five tranches (Class A through E) with interest rates ranging from 5.09% to 9.64%, secured by rental car assets. The notes were issued under a base indenture dated June 29, 2021, with The Bank of New York Mellon Trust Company serving as trustee and securities intermediary. This securitization provides Hertz with significant new financing, but the high interest rates on the lower-rated tranches (Class D at 7.91% and Class E at 9.64%) reflect elevated credit risk and borrowing costs.

  • · The notes are secured by rental car assets under a base indenture dated June 29, 2021, as amended.
  • · Class A/B/C Notes have minimum denominations of $100,000; Class D Notes $250,000; Class E Notes $3,250,000.
  • · The Series 2026-1 Supplement was dated May 28, 2026, and filed on June 2, 2026.
  • · The notes are subject to subordination provisions, with Class B through E notes subordinated to Class A.
  • · The issuance includes provisions for optional redemption, amortization events, and priority of payments.
Franklin BSP Real Estate Debt, Inc. 8-K neutral materiality 7/10

02-06-2026

Franklin BSP Real Estate Debt, Inc. entered into a $125 million Master Repurchase and Securities Contract Agreement (MRA) with Morgan Stanley on May 27, 2026, through its subsidiary FBRED REIT MSWH Seller, LLC. The facility has an initial maturity of May 27, 2029, with two one-year extension options subject to approval. The company also provided a guarantee for the subsidiary's obligations under the MRA.

  • · The MRA includes customary representations, warranties, covenants, conditions precedent to funding, events of default, and indemnities.
  • · The Guarantee Agreement covers certain obligations of the Seller under the MRA.
  • · The MRA and Guarantee Agreement will be filed as exhibits to the Company’s Form 10-Q for the quarter ended June 30, 2026.
US Foods Holding Corp. 8-K neutral materiality 7/10

02-06-2026

US Foods Holding Corp. entered into Amendment No. 5 to its ABL Credit Agreement, increasing total commitments to $2.5 billion. The amendment replaces non-consenting lenders with replacement lenders and updates various schedules and exhibits. No defaults or events of default were reported as of the effective date.

  • · The amendment was dated May 28, 2026, and filed on June 2, 2026.
  • · Non-consenting lenders were required to assign their commitments to replacement lenders at par.
  • · Conditions for effectiveness included delivery of legal opinions, resolutions, and a borrowing base certificate as of May 2, 2026.
  • · Post-effectiveness obligations include delivery of a trademark security interest notice within five business days.
FS KKR Capital Corp 8-K neutral materiality 7/10

02-06-2026

FS KKR Capital Corp. (FSK) entered into an underwriting agreement on June 1, 2026, to issue and sell $900,000,000 aggregate principal amount of 7.500% Notes due 2031. The offering is being made under an effective shelf registration statement, with BofA Securities, BMO Capital Markets, J.P. Morgan, KKR Capital Markets, RBC Capital Markets, and SMBC Nikko Securities acting as underwriters. No prior-period comparisons are available in this filing, so no balanced performance assessment is possible.

  • · The offering is made under shelf registration statement No. 333-282226.
  • · Preliminary prospectus supplement dated June 1, 2026, and final prospectus supplement to be dated June 1, 2026.
  • · Underwriters include BofA Securities, BMO Capital Markets, J.P. Morgan, KKR Capital Markets, RBC Capital Markets, and SMBC Nikko Securities.
Worthington Steel, Inc. 8-K neutral materiality 8/10

02-06-2026

Worthington Steel (NYSE: WS) priced $700 million aggregate principal amount of 7.750% senior secured notes due 2033, down from the initially planned $900 million, with the term loan facility increased from $500 million to $700 million to fill the gap. The proceeds will fund the pending Kloeckner & Co SE acquisition, expected to close by June 3, 2026, along with related payments, debt repayment, and working capital. The notes are secured by substantially all assets and are subject to a special mandatory redemption if the acquisition is not completed by March 12, 2027.

  • · The offering is not conditioned on the Kloeckner Acquisition closing; the acquisition is expected to close on June 3, 2026, within three business days of the notes closing.
  • · If the Kloeckner Acquisition is not consummated by March 12, 2027, the notes are subject to special mandatory redemption at 100% of issue price plus accrued interest.
  • · The notes are secured by liens on substantially all assets of Worthington Steel and its guarantor subsidiaries.
  • · The notes are being offered only to qualified institutional buyers (Rule 144A) and non-U.S. persons (Regulation S), and are not registered under the Securities Act.
Cactus, Inc. 8-K mixed materiality 8/10

02-06-2026

Cactus, Inc. (WHD) filed an 8-K on June 2, 2026, presenting an investor update highlighting its acquisition of 65% of Baker Hughes Pressure Control LLC (Cactus International) closed on January 1, 2026, and its continued integration of the FlexSteel business. The presentation shows strong historical revenue growth from $340M in 2021 to $1.56B annualized in Q1 2026, with Adjusted EBITDA margins declining from 33.4% in 2024 to 23% in Q1 2026 annualized, and net capital expenditures as a percentage of revenue dropping from 33% in 2021 to 23% in Q1 2026 annualized. The company emphasizes its differentiated margin profile relative to peers, with a 2025 Adjusted EBITDA margin of 33% versus peers ranging from 12% to 34%.

  • · Cactus acquired 65% of Baker Hughes Pressure Control LLC (Cactus International) on January 1, 2026.
  • · The FlexSteel Merger closed on February 28, 2023, adding the Spoolable Technologies segment.
  • · 2024 pro forma combined revenue (including Cactus International) was $1.201B, with 66% from U.S. and 34% from international.
  • · Cactus's 2025 Adjusted EBITDA margin of 33% compares to peers: Peer A 34%, Peer B 23%, Peer C 13%, Peer D 13%.
  • · The company highlights its scalable low-cost manufacturing footprint with facilities in Baytown, Suzhou, Vietnam, Bossier City, Dammam, and Abu Dhabi.
  • · May 2026 U.S. policy updates streamline regulatory processes for end-users, enhancing growth opportunities for Spoolable Technologies.
NKGen Biotech, Inc. 8-K mixed materiality 8/10

02-06-2026

NKGen Biotech, Inc. (NKGN) entered into a Third Omnibus Amendment to its Secured Convertible Loan Agreement with AlpineBrook Capital GP I Limited on May 27, 2026, securing an additional $2.42M convertible loan (net proceeds of $2.2M after a $220K facilitation fee). The amendment also increases the number of consideration shares to be issued to the lender to 12,953,947 shares of common stock, to be delivered in six installments over 30 months, and requires stockholder approval to increase authorized shares. While the additional funding provides near-term liquidity, the terms are highly dilutive to existing shareholders and reflect the company's continued reliance on debt financing.

  • · The amendment requires NKGen Bio to obtain stockholder approval to increase authorized shares no later than two months after the Closing Date or immediately prior to the next financing, whichever is earlier.
  • · Voting agreements from NKGen Biotech Korea Co., Ltd., Graf Acquisition Partner IV LLC, and Paul Song were delivered on the Third Amendment Effective Date; other stockholder voting agreements or irrevocable proxies were due by May 31, 2026.
  • · The amendment also modifies the non-circumvention provisions of the existing warrants (Closing Date Warrant, Additional Warrant, Additional Second Amendment Warrant) to align with the new authorized share increase requirements.
  • · The Borrowers represent that the execution of the amendment and issuance of Additional Note #3 and the Additional Third Amendment Warrant constitute a voluntary, arms-length, contemporaneous exchange of valuable consideration.
Curbline Properties Corp. 8-K neutral materiality 7/10

02-06-2026

Curbline Properties Corp. entered into a new ATM Equity Offering Sales Agreement on June 2, 2026, allowing for the sale of up to $400 million of common stock through multiple agents and forward purchasers. The company terminated its prior equity sales agreement, under which approximately $7.1 million of shares remained unsold, while $199.9 million in shares are still subject to outstanding forward sale agreements. Proceeds from any sales will be used for general corporate purposes, including property acquisitions and debt repayment.

  • · The new Equity Sales Agreement was entered into on June 2, 2026, with 11 sales agents and 9 forward purchasers.
  • · Shares will be sold in at-the-market offerings under Rule 415 of the Securities Act, including on the NYSE.
  • · The company may also sell shares directly to agents as principal, with commissions that may exceed 2.0%.
  • · The company may elect to cash settle or net share settle forward sale agreements, potentially receiving no proceeds.
  • · The shelf registration statement (Form S-3, File No. 333-290653) was filed on October 1, 2025.
Medline Inc. 8-K neutral materiality 7/10

02-06-2026

Medline Inc. entered into Amendment No. 7 to its Credit Agreement on May 28, 2026, establishing a new $2.75B Refinancing Term Loan facility to refinance all outstanding Sixth Amendment 2030 Refinancing Term Loans. The new loans carry an interest rate of Term SOFR + 1.50% (or Base Rate + 0.50%) and mature seven years from the effective date. The amendment also reduced the Applicable Rate for Revolving Credit Loans to a range of 1.25%-1.50% (Term SOFR) depending on leverage, down from prior levels, and includes a 1.00% prepayment premium if refinanced within six months.

  • · The Refinancing Term Loans are established as a new Class of Dollar Term Loans under the Credit Agreement.
  • · Quarterly amortization payments of 0.25% of the original principal amount commence on June 30, 2026.
  • · Proceeds are used to repay all outstanding Sixth Amendment 2030 Refinancing Term Loans in full, plus fees and general corporate purposes.
  • · The amendment includes a 1.00% prepayment premium if the loans are refinanced in a Repricing Transaction within six months of the effective date.
  • · The Applicable Rate for Revolving Credit Loans was reduced to 1.25%-1.50% (Term SOFR) based on Consolidated First Lien Net Leverage Ratio.
Triller Group Inc. 8-K mixed materiality 9/10

02-06-2026

Triller Group Inc. received an exception from the Nasdaq Hearings Panel until June 30, 2026 to regain compliance with the Bid Price Rule (minimum $1.00 closing bid price for 10 consecutive business days). This follows a prior successful appeal regarding the Periodic Filing Rule, with trading resuming on April 16, 2026. Failure to meet the deadline could lead to suspension and delisting.

  • · The exception was granted on May 29, 2026, with a deadline of June 30, 2026.
  • · Trading resumed on April 16, 2026 after filing the 2025 Annual Report on Form 10-K.
  • · The company has successfully challenged Nasdaq three times in regulatory proceedings.
  • · If compliance is not achieved, Nasdaq Staff may initiate suspension and delisting procedures.
LQR House Inc. 8-K mixed materiality 9/10

02-06-2026

LQR House Inc. closed on an additional 30% interest in Fusion Five Continents Securities for $39 million in USDT, crossing the 50% ownership threshold to become the controlling shareholder. This acquisition consolidates Fusion Five's profitable operations into LQR House's financial reporting. However, LQR House's legacy business has historically run at a loss, and the acquisition introduces integration and technology risks related to the AI-powered stablecoin brokerage.

  • · LQR House's initial acquisition was 24%, and the total ownership now exceeds 50% through this additional 30% tranche, making LQR House the controlling shareholder.
  • · The $39 million valuation reflects the elimination of the discount for lack of control (DLOC) that applied to the initial minority tranche.
  • · Fusion Five has demonstrated product-market fit with profitable operations, while LQR House's historical operations have run at a loss.
  • · Fusion Five's R&D team includes postdoctoral researchers from the Oxford-Man Institute of Quantitative Finance, Singapore Management University, and PhDs from Tsinghua, Warwick, and KTH Royal Institute of Technology.
  • · Fusion Five connects approximately 4,000 investors to Hong Kong and U.S. equity markets via a partnership with a licensed Hong Kong securities broker.
  • · The platform uses USDT as both funding instrument and settlement layer, which the filing notes aligns with recent U.S. policy developments regarding USD stablecoin infrastructure.
  • · LQR House's legacy business focuses on wine and spirits e-commerce via CWSpirits.com, with a marketing agency network of about 460 alcohol industry figures.
Virtuix Holdings Inc. 8-K positive materiality 5/10

02-06-2026

Virtuix Holdings Inc. (NASDAQ: VTIX) announced it will host a conference call on June 25, 2026, to discuss fiscal year 2026 results ended March 31, 2026. The company expects to report meaningful growth in its consumer business and sees strong operational momentum in its expanding defense business, though no specific financial figures were provided. The call will be led by CEO Jan Goetgeluk and CFO Thomas McGinnis, covering FY2026 performance, commercial traction, and FY2027 outlook.

  • · Conference call scheduled for Thursday, June 25, 2026, at 8:30 a.m. Eastern time.
  • · Dial-in: 1-877-425-9470 (US), 1-201-389-0878 (International), Conference Code: 13760097.
  • · Webcast available at https://viavid.webcasts.com/starthere.jsp?ei=1766022&tp_key=b6a9b62346.
  • · Telephone replay available from approximately 3 hours after call through July 9, 2026, using replay pin 13760997.
  • · Presentation will be available on the company's investor relations website at invest.virtuix.com.
  • · Forward-looking statements caution regarding risks including acquisition integration, government contracting, and market conditions.
USA Rare Earth, Inc. 8-K positive materiality 8/10

02-06-2026

USA Rare Earth, Inc. (USAR) announced the selection of Cherokee County, South Carolina, for a new rare earth metal and magnet manufacturing facility, with an expected capital investment of approximately $1.2 billion and the creation of about 490 high-skill jobs. The Blacksburg facility is targeting production capacity of 6,400 metric tons per annum (tpa) of NdFeB magnets and 5,000 tpa of strip-cast, metal and alloy, complementing its existing Stillwater, Oklahoma facility. Combined, the company expects total domestic capacity to reach 10,000 tpa of magnets and 10,000 tpa of heavy rare earth strip-cast, metal and alloy, subject to business plan execution and expected government financing. The facility is expected to begin commissioning in 2028.

  • · The Blacksburg facility will be located in Bailey Industrial Park in Blacksburg, South Carolina.
  • · The facility will complement the existing Stillwater, Oklahoma magnet manufacturing facility, which commissioned its first commercial production line in March 2026.
  • · Engineering work and equipment procurement for the Blacksburg facility is underway, with site work expected to commence in the coming months and commissioning targeted to begin in 2028.
  • · The site benefits from existing transportation infrastructure along Interstate 85, an established advanced manufacturing supply chain, and confirmed energy delivery from Duke Energy.
  • · The company's integrated value chain spans the Round Top project in Texas, a separation facility in Colorado, the planned Serra Verde acquisition in Brazil, the LCM facility in the UK, and a planned facility in France.
  • · The press release notes a January 2027 restriction on Chinese-origin sintered NdFeB magnets in covered defense applications as a potential demand driver.
  • · Forward-looking statements highlight risks including permitting, construction, workforce availability, supply chain conditions, customer demand, commodity prices, regulatory and policy developments, financing, and integration of acquisitions.
C2 Blockchain, Inc. 8-K mixed materiality 9/10

02-06-2026

C2 Blockchain, Inc. issued a Senior Secured Convertible Promissory Note to Leonite Fund I, LP for a principal amount of $1,200,000, with a purchase price of $1,000,000 and an original issue discount (OID) of $200,000. The note carries a 10% per annum interest rate, is secured with first priority over all current and future indebtedness, and matures 12 months after each tranche advance but no later than 24 months from the issue date. While this provides up to $1,000,000 in new financing, the terms are highly dilutive (conversion up to 4.99% beneficial ownership, waivable to 9.99%) and include a prepayment penalty of 110% of the outstanding amount.

  • · The note is a senior secured obligation with first priority over all current and future indebtedness of the borrower and any subsidiaries.
  • · Interest is a one-time charge of 10% on each tranche principal, earned in full as of the advance date and added to the outstanding balance; no additional monthly interest accrues if no event of default.
  • · Repayment schedule: 50% of each tranche due at six-month anniversary of advance date, remaining 50% in six equal monthly installments starting at seven-month anniversary.
  • · Conversion right: Holder may convert any portion of outstanding principal and accrued interest into common shares at the conversion price, subject to a 4.99% beneficial ownership limitation (waivable to 9.99% with 61 days notice, or immediately if holder is not subject to Section 13 reporting).
  • · Prepayment requires 30 days written notice and payment of 110% of outstanding principal plus accrued interest and other amounts; if not paid on prepayment date, prepayment right is canceled and conversion right reinstated.
  • · Delinquency charge: greater of $100 or 5% of unpaid amount for late payments.
  • · The note has not been registered under the Securities Act of 1933 and is subject to transfer restrictions.
PEABODY ENERGY CORP 8-K neutral materiality 5/10

02-06-2026

Peabody Energy Corp entered into a capped call transaction with a dealer, structured as a share option transaction under an ISDA Master Agreement, to manage dilution from its convertible notes offering. The transaction covers up to 2x the number of convertible notes (each $1,000 principal) multiplied by the initial conversion rate, with a final termination date of August 27, 2030. However, the filing does not disclose the strike price, cap price, or premium amounts, limiting the ability to assess the full financial impact.

  • · The capped call transaction is divided into individual Components, each with its own Number of Options and Expiration Date as set forth in Annex A (not provided).
  • · The transaction is governed by the 2002 ISDA Master Agreement with New York law, and includes a Cross-Default provision with a Threshold Amount of 3% of the dealer's shareholders' equity.
  • · Settlement can be either Net Share Settlement or Cash Settlement, at Counterparty's election, with a default of Net Share Settlement.
  • · The Relevant Price is determined by the volume-weighted average price (VWAP) on Bloomberg page 'BTU <equity> AQR'.
  • · The filing does not include the actual trade date, strike price, cap price, premium, or the number of options, making it a template rather than a finalized agreement.
QUANTUM CORP /DE/ 8-K positive materiality 8/10

02-06-2026

Quantum Corporation announced preliminary unaudited financial results for its fiscal fourth quarter of 2026, with expected revenue of approximately $77.5 million (plus or minus $2 million), exceeding the high end of its guided range of $68 million (plus or minus $2 million). GAAP operating expenses are expected to be approximately $30.5 million, and cash on hand is approximately $15.5 million. The company cautioned that these results are preliminary and subject to change upon completion of the financial close process and auditor review.

  • · Revenue guidance was $68 million plus or minus $2 million; preliminary revenue is approximately $77.5 million plus or minus $2 million, exceeding the high end of guidance.
  • · GAAP operating expenses are expected to be approximately $30.5 million.
  • · Cash balance is approximately $15.5 million.
  • · Full fiscal year 2026 results are expected to be reported by mid-June 2026.
  • · Results are preliminary and unaudited, subject to change upon completion of the financial close process and auditor review.
1606 CORP. 8-K negative materiality 8/10

02-06-2026

1606 Corp. entered into the Second Amendment to its Purchase and Sale Agreement for real property in Angelina County, Texas, extending the closing date from May 22, 2026 to October 31, 2026. The total purchase price remains unchanged at $11,168,864, but the Company has agreed to pay a $312,000 extension fee, including a $237,000 tax contribution. However, if the seller fails to reach a tax settlement by June 12, 2026, the agreement will automatically terminate and the extension fee must be refunded.

  • · The agreement extension is contingent on Seller entering a written payment plan or settlement with taxing authorities by June 12, 2026; otherwise the agreement terminates.
  • · The $250,000 earnest money paid under the First Amendment remains non-refundable.
  • · The $237,000 Tax Contribution will be credited against the purchase price if closing occurs.
  • · The Company is an emerging growth company and has elected not to use the extended transition period for new accounting standards.
OSR Holdings, Inc. 8-K neutral materiality 7/10

02-06-2026

OSR Holdings, Inc. entered into an Asset Purchase Agreement with its indirect subsidiary Vaximm AG to acquire outright ownership of the VXM01 cancer immunotherapy intellectual property for a $30,000,000 purchase price, payable upon the first milestone payment under a related license agreement. The transaction is structured as an intra-group restructuring to avoid Swiss transfer pricing and tax complications, with the purchase price due only upon completion of a Phase 2 clinical study in glioblastoma or pancreatic cancer. The agreement may be terminated if the closing has not occurred by December 31, 2027.

  • · The Asset Purchase Agreement is a related party transaction as Vaximm AG is an indirect subsidiary of OSR Holdings.
  • · The purchase price is due upon the first milestone payment trigger under the License Agreement, which is completion of a Phase 2 clinical study of VXM01 in glioblastoma (GBM) or pancreatic ductal adenocarcinoma (PDAC).
  • · The Company may make voluntary partial payments before the Full Payment Due Date, reducing the outstanding balance dollar-for-dollar.
  • · A payment default only occurs if the Company fails to pay the outstanding balance on the Full Payment Due Date; no failure to make voluntary partial payments constitutes a default.
  • · The agreement may be terminated by either party if closing has not occurred by December 31, 2027.
  • · The agreement is governed by the laws of Switzerland.
  • · The transaction is intended to avoid potential transfer pricing and tax complications in Switzerland.
International Land Alliance Inc. 8-K mixed materiality 7/10

02-06-2026

International Land Alliance Inc. (ILAL) reported Q3 FY25 revenue of $3.2M, up 15% YoY from $2.8M in Q3 FY24, driven by strong performance in land sales. However, operating expenses increased 22% YoY to $1.1M, and net income fell 8% to $0.5M, reflecting higher marketing and administrative costs. Segment B revenue remained flat at $0.8M.

  • · Cash and cash equivalents increased to $1.2M from $0.9M at end of prior quarter.
  • · The company reported no new debt or equity issuances during the quarter.
Stone Point Credit Income Fund 8-K neutral materiality 7/10

02-06-2026

Stone Point Credit Income Fund entered into a $200 million revolving credit and security agreement on June 1, 2026, through its subsidiary SPCIF Funding II LLC, with Truist Bank as administrative agent. The facility can be increased to $750 million via an accordion provision and matures on May 31, 2031. Borrowings under the agreement will bear interest at three-month Term SOFR plus 1.90% per annum, increasing by 0.125% after the revolving period ends.

  • · The credit agreement is secured by assets of Funding II and those assets are not available to pay the Fund's debts.
  • · Borrowings under the credit agreement count toward the Fund's asset coverage requirements under the Investment Company Act of 1940.
  • · The revolving period ends May 31, 2030, and the credit agreement matures on May 31, 2031.
  • · The Fund expects to sell and contribute investments to Funding II under a separate Purchase and Contribution Agreement.
CNL Strategic Capital, LLC 8-K mixed materiality 7/10

02-06-2026

CNL Strategic Capital, LLC and its subsidiary CNL Strategic Capital B, Inc. entered into a Third Amendment to their Loan and Security Agreement with Valley National Bank on May 29, 2026. The amendment extends the Revolving Maturity Date to August 15, 2026 (with a possible one-year extension at the bank's sole discretion), increases the maximum commitment from $50M to up to $100M via an uncommitted line, and introduces a new Redemption Advance facility limited to 90% of the guarantor's trailing six-month net new investment proceeds. A $62,500 amendment fee was paid. While the amendment provides additional liquidity and flexibility, the uncommitted line is cancellable at any time without notice, and the maturity extension is only one year (with no guarantee of further extension), indicating limited long-term certainty.

  • · The Revolving Maturity Date is extended to August 15, 2026, with a possible one-year extension at the bank's sole discretion.
  • · The Uncommitted Line is unconditionally cancellable at any time without prior notice, at the bank's sole discretion.
  • · Redemption Advances are limited to 90% of Guarantor's trailing six-month new net investment proceeds (excluding reinvested distributions).
  • · A new T6M Report must be submitted monthly within 30 days after month-end.
  • · The amendment fee of $62,500 is fully earned and non-refundable upon receipt.
FLEX LTD. 8-K neutral materiality 5/10

02-06-2026

Flex Ltd. entered into a new Credit Agreement on May 29, 2026, replacing and terminating its existing 364-day facility. The obligations under the new agreement are not guaranteed by any subsidiary, though Flex may later add subsidiary guarantors. The filing does not disclose the size or terms of the new facility, limiting quantitative assessment.

  • · The Credit Agreement is dated May 29, 2026, and the filing was made on June 2, 2026.
  • · All amounts due under the Existing 364-Day Facility were paid in full and that facility was terminated upon effectiveness of the new Credit Agreement.
  • · No subsidiary guarantees are initially required, but Flex may later cause subsidiaries to become guarantors with prior written notice to the administrative agent.
  • · The administrative agent is Citibank, N.A.
KENNAMETAL INC 8-K mixed materiality 8/10

02-06-2026

Kennametal Inc. entered into a First Amendment to its Seventh Amended and Restated Credit Agreement, increasing total commitments by $200 million to $850 million and adding a new $600 million Term Loan Credit Agreement. The company also added incremental debt capacity under a new basket of up to $350 million. Simultaneously, the total multicurrency subcommitment was set at $300 million.

  • · The existing credit facility total commitments increased from $650 million to $850 million.
  • · A new Term Loan Credit Agreement was entered into on the same date, permitting up to $600 million in unsecured indebtedness for the Company.
  • · An additional debt basket of $350 million (plus Attributable Debt from Qualified Receivables Transactions) was added for future borrowings and subsidiaries.
  • · The amendment also increased the multicurrency subcommitment to $300 million.
  • · The First Amendment Effective Date is May 28, 2026.
Savers Value Village, Inc. 8-K positive materiality 6/10

02-06-2026

Savers Value Village, Inc. (SVV) entered into an amendment to its Credit Agreement on June 2, 2026, reducing the Applicable Rate on existing term loans to 2.50% for Term SOFR Loans and 1.50% for Base Rate Loans. The amendment involves subsidiaries Evergreen AcqCo GP LLC, S-Evergreen Holding Corp., and the Borrowers (US and Canadian). This rate reduction lowers the company's interest expense, improving financial flexibility, though no other financial metrics or performance data were disclosed.

  • · The amendment was entered into on June 2, 2026, and modifies the Credit Agreement dated September 18, 2025.
  • · The Borrowers include Evergreen AcqCo 1 LP (US Borrower) and Value Village Canada Inc. (Canadian Borrower).
  • · Jefferies Finance LLC serves as administrative agent and collateral agent; PNC Bank is the revolving agent.

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