US Corporate Distress Financial Stress SEC Filings — June 15, 2026

15-06-2026

Innovative Industrial Properties, Inc. issued $402.5 million aggregate principal amount of 6.00% exchangeable senior notes due 2029, including $52.5 million from full exercise of the initial purchasers' option. Concurrently, the company used approximately $80.5 million of net proceeds to repurchase 1,334,466 shares of common stock at $60.34 per share. The notes are senior unsecured obligations of the operating partnership, fully guaranteed by the company, and are exchangeable for cash, common stock, or a combination at an initial exchange price of $69.39 per share.

• · Notes are senior unsecured obligations of the operating partnership, fully and unconditionally guaranteed by the company on a senior unsecured basis.
• · Notes are exchangeable at any time prior to maturity for cash, common stock, or a combination, at the operating partnership's election.
• · Initial exchange rate is 14.4113 shares per $1,000 principal, equivalent to an initial exchange price of $69.39 per share.
• · Company's charter restricts ownership of more than 9.8% of outstanding common stock or capital stock to protect REIT status.
• · Operating partnership may not redeem notes prior to maturity; no sinking fund provided.
• · Holders may require repurchase upon a fundamental change at 100% of principal plus accrued interest.
• · Events of default include payment defaults, exchange failures, covenant breaches, cross-default on >$50M indebtedness, and bankruptcy.
• · Additional interest of 0.5% per annum may apply if the company fails to timely file SEC reports or if notes remain restricted after 365 days.
• · The offering was a private placement under Section 4(a)(2) and Rule 144A; notes and underlying shares are not registered under the Securities Act.

15-06-2026

PureCycle Technologies closed concurrent public offerings of $287.5M in 4.75% convertible senior notes due 2032 and 19.854M shares of common stock, raising aggregate net proceeds of approximately $432.5M. The company plans to use about $246.3M of the net proceeds to repurchase $216.0M aggregate principal amount of its existing 7.25% Green Convertible Notes due 2030, with the remainder for working capital and general corporate purposes. The offerings were fully underwritten by Morgan Stanley and included full exercise of over-allotment options for both tranches.

• · The notes are unsecured obligations with 4.75% annual interest, payable semi-annually on January 1 and July 1 starting January 1, 2027.
• · Notes mature on July 1, 2032, unless earlier converted, redeemed, or repurchased.
• · Initial conversion rate is 90.2242 shares per $1,000 principal, implying an initial conversion price of ~$11.08 per share.
• · PureCycle cannot redeem the notes before July 6, 2029; after that date, redemption is allowed if the stock price is at least 130% of the conversion price for a specified period.
• · Holders may require repurchase on July 8, 2030 or upon a fundamental change at 100% of principal plus accrued interest.
• · The offerings were made under an automatically effective shelf registration statement (File No. 333-296672) filed June 10, 2026.
• · The repurchase of Green Convertible Notes is expected to settle on or about June 15, 2026.

15-06-2026

Nixxy, Inc. entered into a binding letter of intent to acquire Tachyon 9 Corporation in a business combination valued at approximately $1 billion, with Tachyon shareholders expected to hold at least 90% of the combined company. The deal includes a potential PIPE investment of up to $75 million and a 620-acre hyperscale data center campus in North Dakota targeting 1 gigawatt of power capacity. Separately, Nixxy raised $310,000 through a registered direct offering of 484,375 shares at $0.64 per share, indicating a very small capital raise relative to the proposed transaction size.

• · The Binding Letter of Intent is legally binding and enforceable.
• · Completion is subject to approval by Nixxy's board and stockholders, Nasdaq review, PCAOB-audited financials of Tachyon, and securities law compliance.
• · The PIPE Notes will automatically convert into Tachyon stock prior to closing and will be included in the Merger Consideration.
• · If closing does not occur within 12 months, PIPE Notes will terminate and be deemed satisfied upon PIPE holders assuming Tachyon's equipment rights.
• · The registered direct offering was conducted under an effective shelf registration statement (Form S-3, File No. 333-296322) declared effective on June 2, 2026.
• · The purchase price per share in the direct offering was $0.64.
• · Tachyon is entitled to designate one director upon payment of $10 million from PIPE proceeds, and three additional directors at closing.
• · The company's board will obtain a fairness opinion from an independent financial advisor.
• · Nixxy retains the right to pursue equity or debt financing during the exclusivity period, subject to Tachyon's right of first refusal and tag-along rights.

15-06-2026

HCI Group filed an 8-K on June 15, 2026, disclosing Entry into a Material Definitive Agreement (Item 1.01). The filing provides no specific financial terms, names of counterparties, or details regarding the agreement's size or strategic rationale. As a single-item, timely filed disclosure, it alerts the market to a transaction but lacks the quantitative data needed to assess materiality, requiring a watchlist approach pending further clarity.

15-06-2026

AMASS Brands Inc. entered into Amendment No. 2 to its warrant with Streeterville Capital, LLC on June 12, 2026, reducing the exercise price to $3.00 per share for a 90-day period (the Reduced Exercise Price Period), after which the price reverts to $16.00 per share. The company may terminate the reduced price period upon two trading days' notice. This amendment modifies the warrant originally issued under a Securities Purchase Agreement dated March 17, 2026, and previously amended on April 7, 2026 and May 29, 2026.

• · The warrant was originally issued in connection with a Securities Purchase Agreement dated March 17, 2026, and was previously amended on April 7, 2026 and May 29, 2026.
• · The company may terminate the Reduced Exercise Price Period at any time upon two trading days' prior written notice.
• · All other terms and conditions of the Warrant remain unchanged and in full force and effect.

15-06-2026

ERock, Inc. filed an 8-K on June 15, 2026, announcing the adoption of an Amended and Restated Certificate of Incorporation that establishes a three-class capital structure: 800M shares of Class A Common Stock, 350M shares of Class B Common Stock, and 20M shares of Preferred Stock. The filing details the exchange mechanism whereby Class B Units of Enchanted Rock Holdings, LLC can be surrendered along with Class B Common Stock for Class A Common Stock, and includes protective provisions for Class B stockholders. No financial results or performance metrics were disclosed.

• · The original certificate of incorporation was filed on January 20, 2026 under the name 'Enchanted Rock, Inc.' and amended on March 16, 2026 to change the name to 'ERock, Inc.'
• · Class A Common Stock carries one vote per share and dividend rights; Class B Common Stock carries one vote per share but no dividend or liquidation rights.
• · Class B Common Stock is non-redeemable and automatically retired upon exchange of corresponding Class B Units.
• · The Corporation must maintain a one-to-one ratio between Class A Units owned by ER Holdings and outstanding Class A Common Stock (excluding certain shares).
• · Protective provisions require a separate class vote of Class B Common Stock holders to amend Sections 4.7 through 4.12 of the Certificate of Incorporation.

15-06-2026

Digital Brands Group, Inc. (DBGI) filed an 8-K on June 15, 2026, reporting entry into a material agreement (Exhibit 10.1) under Items 1.01, 2.03, 3.02, and 9.01. The filing indicates a significant contractual event, likely involving debt or financing, but no specific financial figures or performance metrics are disclosed in the provided content.

• · Filing includes Exhibit 10.1, which is the material agreement.
• · Items reported: 1.01 (Entry into Material Definitive Agreement), 2.03 (Creation of Direct Financial Obligation), 3.02 (Unregistered Sales of Equity Securities), 9.01 (Financial Statements and Exhibits).

15-06-2026

Enhanced Group Inc. (NYSE: ENHA) announced a $50 million strategic PIPE financing led by Chairman Christian Angermayer's family office Apeiron Investment Group, with participation from CEO Maximilian Martin and institutional investors. The financing is expected to fund operations through profitability targeted for 2027, following the successful inaugural Enhanced Games that engaged over 1 billion global viewers. However, the company is not yet profitable and relies on this capital to reach its profitability target, with the PIPE closing in tranches over 45 days.

• · The PIPE consists of three tranches; initial closing expected on or about June 17, 2026, with remaining two tranches closing within 45 days.
• · The securities sold in the PIPE are unregistered and the company has agreed to file a resale registration statement with the SEC.
• · Management expects the Enhanced Games to be profitable on a standalone basis as early as 2027.
• · The company intends to host more sporting events throughout the year beyond the main annual event.
• · Cantor is serving as exclusive placement agent for the transaction.

15-06-2026

Peabody Energy Corp announced new surety arrangements in the U.S. and Australia, terminating its 2020 Transaction Support Agreement and entering standard indemnification agreements for U.S. reclamation obligations, while establishing asset-backed surety facilities for Australian obligations to replace cash-backed bank guarantees and direct cash deposits. The transactions are expected to reduce total reclamation collateral requirements and eliminate a minimum liquidity covenant, enhancing financial strength and flexibility. The company also recently refinanced its 2028 convertible notes.

• · The 2020 Transaction Support Agreement (as amended) has been terminated.
• · U.S. reclamation obligations are now supported by standard indemnification agreements.
• · Australian reclamation obligations now use asset-backed surety facilities instead of cash-backed bank guarantees and direct cash deposits.
• · A minimum liquidity covenant is eliminated as part of the new arrangements.
• · The company maintains an 'industry leading and well-collateralized global bonding program.'
• · The press release includes forward-looking statements with customary risks and uncertainties.

15-06-2026

Jack in the Box Inc. announced a $500 million securitized financing facility through its indirect subsidiary, issuing Series 2026-1 7.624% Fixed Rate Senior Secured Notes due May 2031. Proceeds will refinance existing higher-rated, lower-coupon debt (Series 2019-1 at 4.476% and Series 2022-1 at 3.445%), increasing the company's interest cost. The company also plans a $150 million variable funding note to replace an existing revolving facility at the same size, indicating no net new borrowing capacity from that tranche.

• · Interest payments on the 2026 Notes are payable quarterly.
• · The 2026 Notes are expected to be issued in a privately placed securitization transaction and will not be registered under the Securities Act of 1933.
• · The closing of the sale is expected in June 2026, subject to satisfaction of various closing conditions; there is no assurance the sale will be completed.
• · The $150 million Class A-1 Variable Funding Notes will replace the existing $150 million Series 2022-1 Variable Funding Senior Secured Notes, Class A-1, maintaining the same revolving borrowing capacity.

15-06-2026

Fox Corporation (FOXA) has entered into a definitive agreement to acquire Roku, Inc. (ROKU) for $160.00 per share in a cash-and-stock transaction, valuing Roku at approximately $22 billion in enterprise value. The deal combines FOX's premium live content (sports, news, entertainment) and Tubi with Roku's leading connected TV platform reaching over 100 million global streaming households. The transaction is expected to close in the first half of calendar year 2027, subject to shareholder and regulatory approvals, and is projected to achieve approximately $400 million in run-rate cost synergies and be accretive to free cash flow per share by the second full year after closing.

• · Roku's platform reaches over 100 million global streaming households, including more than half of all U.S. broadband households.
• · The combined company is expected to become the third-largest player in U.S. television by share of viewing.
• · FOX has obtained $12.0 billion of fully committed bridge financing from Morgan Stanley Senior Funding, Inc.
• · Pro forma net leverage at closing is expected to be approximately 2.8x, inclusive of 50% credit for run-rate cost synergies.
• · Anthony Wood will have an ongoing role at the combined company and will join the FOX Board of Directors following the close.
• · Anthony Wood and certain associated trusts and related entities holding at least a majority of Roku's voting power have agreed to vote in favor of the transaction.
• · The transaction is expected to close in the first half of calendar year 2027.
• · FOX's shareholder capital return program (share buybacks and dividends) will continue uninterrupted and maintain its current investment grade rating.

15-06-2026

Tripadvisor announced it has entered into a put option agreement to sell TheFork, its European online restaurant reservation platform, to American Express for $700 million in an all-cash transaction. The deal is expected to close by the end of 2026 and recognizes value created over more than a decade, while allowing Tripadvisor to focus more on its Experiences strategy. For the last twelve months ended Q1 2026, TheFork reported $232 million in revenue and $28 million in segment adjusted EBITDA, highlighting a relatively low EBITDA margin of ~12.1% and the business's modest profitability relative to the sale price.

• · The transaction is structured as a put option agreement, which gives Tripadvisor the right to sell TheFork to American Express.
• · Potential uses of proceeds include share repurchases, debt paydown, or inorganic investment within the experiences category.
• · The company anticipates minimal tax cost from the sale, with net proceeds expected to closely approximate the gross proceeds.
• · The sale is subject to labor consultation and customary closing conditions, including regulatory approvals.

15-06-2026

Zeo Energy Corp. entered into a Note Purchase Agreement with White Lion Capital LLC on June 9, 2026, securing up to $7.5M in convertible notes, with an initial $1.5M funded at a 10% original issue discount. The notes carry a 5% interest rate, a 24-month maturity, and a conversion price floor of $0.50 per share, but the floor may be removed if the stock trades below $0.50 for 30 consecutive days or if the company completes a dilutive equity raise below $0.50. The company must seek stockholder approval within 60 days to issue shares above a 19.99% conversion cap, and the notes include default provisions that could increase principal by 120%.

• · The Convertible Notes are unsecured and mature 24 months from issuance.
• · Conversion price is the greater of $0.50 (Floor Price) or the lesser of Nasdaq Minimum Price and 95% of the 5-day VWAP prior to conversion.
• · The Floor Price can be removed if: (i) the Company completes an equity raise below $0.50 with a party other than White Lion, (ii) the 30-day average VWAP is below $0.50, or (iii) an event of default occurs.
• · The Company must file a Registration Statement with the SEC within 30 days of the first closing to register the resale of Conversion Shares.
• · The Company is restricted from entering into variable rate debt securities or equity lines of credit with other providers without White Lion's prior consent.
• · The Convertible Notes are repayable at any time without premium or penalty, but White Lion may exercise conversion rights before the prepayment date.
• · The offering was made in reliance on Section 4(a)(2) of the Securities Act as a private placement.

15-06-2026

Quantum Cyber N.V. (QUCY) announced the execution of a definitive exclusive worldwide IP license agreement with Project LightShift, Inc. for patent-protected quantum photonic array technology for defense drone applications. The agreement converts the company's previously stated quantum antenna strategy into a signed transaction, positioning the technology as the core coordination layer of its System-of-Systems autonomous defense platform. While the deal represents a strategic milestone, the technology remains in development with no prototype yet delivered, and the company faces risks including patent approval uncertainty and reliance on Project LightShift's performance.

• · The agreement is dated June 11, 2026, and grants exclusive worldwide rights for defense and national security drone applications.
• · The quantum antenna technology uses nano multi-spectrum lenses with diode lasers and Near Field Quantum electrodynamics principles.
• · Manufacturing methods under development combine self-assembly and epitaxial growth techniques.
• · The license includes a vesting structure and contractual protections allowing Quantum Cyber to retain rights permanently if Project LightShift fails to perform.
• · Quantum Cyber intends to file a separate Form 8-K disclosing the transactions contemplated by the agreement.
• · The company has not yet delivered a demonstrable prototype, and the patent application is provisional (not yet granted).

15-06-2026

Polomar Health Services, Inc. (PMHS) has mutually terminated its merger agreement with Altanine, Inc., originally dated July 23, 2025, and amended October 8, 2025, determining the merger is no longer in the best interests of either company or their stockholders. The termination also ends an intellectual property license between Polomar and Altanine's subsidiary Pinata Holdings, though Polomar's subsidiary may sell existing inhalable sildenafil inventory through September 7, 2026. As part of the settlement, Polomar will pay Altanine $36,000 in three monthly installments of $12,000 each starting June 15, 2026.

• · The merger agreement was originally dated July 23, 2025, and amended October 8, 2025; a proposed second amendment dated April 30, 2026 was never executed.
• · Confidentiality and non-disclosure obligations from the merger agreement survive termination.
• · Polomar's subsidiary Polomar Specialty Pharmacy, LLC may sell, distribute or dispose of all inhalable sildenafil product currently in inventory through September 7, 2026.
• · The mutual release covers all merger-related claims but excludes claims under the termination agreement itself, the IP license (until termination), ordinary-course commercial relationships, and surviving confidentiality obligations.
• · If Polomar fails to pay any installment within 15 days of written notice, Altanine may void the waiver and release of other claims.
• · Each party bears its own costs and expenses; no reimbursement obligations.

15-06-2026

Credit Acceptance Corporation extended the maturity of its revolving secured line of credit facility from June 22, 2028 to June 22, 2029, and reduced the interest rate from SOFR plus 197.5 basis points to SOFR plus 175 basis points. As of June 9, 2026, the company had $270.5 million outstanding under the facility. No other material changes were made to the terms.

• · The facility maturity was extended by one year, from June 22, 2028 to June 22, 2029.
• · The interest rate spread was reduced by 22.5 basis points (from 197.5 bps to 175 bps over SOFR).
• · No other material changes were made to the facility terms.

15-06-2026

PDS Biotechnology Corp. entered into a securities purchase agreement with YA II PN, Ltd. on April 30, 2026, issuing a $6.0M promissory note and a warrant exercisable into 2,158,274 shares of common stock. The purchase price is 96% of the principal amount ($5.76M). The transaction was conducted in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. PDS Operating Corp., a wholly owned subsidiary, will guarantee the note.

• · Warrant exercise price is based on the warrant agreement (not specified here).
• · PDS Operating Corporation is acting as guarantor for the note.
• · The investor is an accredited investor under Rule 501(a)(3) of Regulation D.
• · The securities are being issued under exemptions from registration (Section 4(a)(2) and Rule 506 of Regulation D).
• · The closing will occur remotely on the first business day after satisfaction/waiver of closing conditions.

15-06-2026

Viper Energy, Inc. (VNOM) amended its credit agreement on June 12, 2026, extending the maturity date by one year to June 12, 2031, and increasing total commitments from $1.5B to $2.0B. The amendment also added Sumitomo Mitsui Banking Corporation as a new lender. No negative or flat metrics were reported in this filing.

• · The amendment was executed on June 12, 2026, and filed on June 15, 2026.
• · Sumitomo Mitsui Banking Corporation joined as a new lender with a commitment amount as shown on Annex I.
• · The amendment required satisfaction of several conditions precedent, including receipt of legal opinion from Latham & Watkins LLP and a certificate confirming no Material Adverse Effect since December 31, 2025.
• · The Borrower, Viper Energy Partners LP, is a Delaware limited partnership (successor-by-conversion from Viper Energy Partners LLC).

15-06-2026

Accendra Health (NYSE: ACH), which is a wholly owned subsidiary of Owens & Minor, Inc., announced strong early results of its Exchange Offers and Consent Solicitations for its 4.500% Senior Notes due 2029 and 6.625% Senior Notes due 2030, with 99.9% of 2029 Notes and 99.2% of 2030 Notes validly tendered. The company will issue new 9.000% Senior Secured First Lien Notes due 2032 and 9.750% Senior Secured Second Lien Notes due 2033, with additional $326.25 million in new First Lien Notes to be sold for cash. While the high tender rates demonstrate strong noteholder support, the new higher interest rates (9.000% and 9.750% vs. 4.500% and 6.625%) indicate increased leverage and higher future interest costs.

• · The right to withdraw tenders and revoke Consents expired at 5:00 PM New York City time on June 9, 2026.
• · Expiration Time extended to June 23, 2026; Late Settlement Date expected June 25, 2026.
• · Proposed amendments to indentures eliminate substantially all affirmative and negative covenants, eliminate certain events of default, and modify merger/consolidation provisions.
• · Backstop Parties include certain holders of Existing Notes and existing lenders under a Commitment Agreement dated May 11, 2026.
• · Approximately $22.3M of 2029 Notes tendered by Other Eligible Participants (neither New Money nor Backstop).
• · The New Notes have not been registered with the SEC and are offered only to qualified institutional buyers (Rule 144A) and non-U.S. persons (Regulation S).

15-06-2026

Fox Corporation (Parent) has entered into a definitive Agreement and Plan of Merger to acquire Roku, Inc. (Company) through a two-step merger process, with Roku becoming a wholly owned subsidiary of Fox. The transaction is structured as a tax-free reorganization under Section 368(a) of the Code, and both boards have unanimously approved the deal. The merger is subject to stockholder approvals from both companies and other customary closing conditions.

• · The merger is structured as two sequential mergers: first Merger Sub 1 merges into Roku, then the surviving corporation merges into Merger Sub 2.
• · The transaction is intended to qualify as a tax-free reorganization under Section 368(a) of the Code.
• · Simultaneously with the agreement, Fox entered into a voting agreement with certain Roku stockholders (Sellside Supporting Stockholders) and Roku entered into a voting agreement with a Fox stockholder (Buyside Voting Agreement).
• · The closing is conditioned on approval by Fox's Class B common stockholders (for the issuance of Class A Common Stock) and Roku's stockholders (for adoption of the agreement).
• · The agreement includes customary representations, warranties, covenants, and termination provisions.

15-06-2026

Cushman & Wakefield amended its Credit Agreement, upsizing a term loan tranche by $353 million to $1.2 billion with a 50 basis point pricing reduction to Term SOFR plus 2.25% and maturity extended to 2033. The proceeds funded a $350 million partial redemption of its 6.75% Senior Secured Notes due 2028, reducing near-term debt while keeping gross debt substantially unchanged. The company reported 2025 revenue of $10.3 billion and has approximately 53,000 employees.

• · The amended term loan pricing reduction is the lowest borrowing margin on the term loan since becoming a public company in 2018.
• · The 2028 Notes were redeemed at par, plus accrued and unpaid interest up to the redemption date.
• · Gross debt remained substantially unchanged after the transaction.
• · The company has over 350 offices in nearly 60 countries.

15-06-2026

TETRA Technologies, Inc. (TTI) announced on June 12, 2026, that its wholly owned subsidiary, TETRA Bromine Project LLC, entered into a Master Services Agreement with Diversified Construction & Design, L.L.C. for construction and commissioning services for Phases 2 and 3 of its bromine production facility (Evergreen Project) near Stamps, Arkansas. The estimated remaining capital expenditure for the project is approximately $220 million as of March 31, 2026, with about $95 million expected under this agreement. The agreement includes a liquidated damages cap of $2.0 million for termination by TBP, and the contractor warrants work for 18 months following final acceptance, but no later than December 31, 2029.

• · The Agreement covers construction, commissioning, and related services for Phases 2 and 3 of the Evergreen Project, representing a substantial majority of remaining construction scope.
• · Work orders under the Agreement will specify scope, consideration (fixed-price or rate basis), and completion schedule.
• · Contractor warrants work for 18 months after final acceptance, but no later than December 31, 2029.
• · Liquidated damages for failure to achieve substantial completion accrue on a tiered per-day basis, capped at $2.0 million.
• · TBP may terminate the Agreement or any work order without cause upon 30 days' notice, entitling contractor to demobilization and subcontractor-cancellation costs plus 5% of unpaid contract price.
• · The Company maintains builder's risk insurance and an owner-controlled insurance program for the work.
• · The final investment decision remains subject to conditions, including finalization of additional financing.

15-06-2026

Repay Holdings Corp (RPAY) entered into a First Amendment to its Credit Agreement dated June 1, 2026, amending certain provisions of the existing credit facility. The amendment modifies terms, including the deletion of stricken text and addition of double-underlined text, and adds a new Exhibit I. The Borrower reaffirmed all obligations, guarantees, and security interests under the credit documents. No material financial figures or performance changes were disclosed.

• · The amendment was executed on June 12, 2026, and filed as an 8-K on June 15, 2026.
• · The Credit Agreement dated June 1, 2026, governs the facility.
• · CUSIP numbers: 42010EAK5 (Published Transaction), 42010EAM1 (Published Revolver), 42010EAL3 (Published Term Loan).
• · Conditions to effectiveness included receipt of executed counterparts, payment of invoices, and no existing default.
• · The amendment reaffirms all Liens and security interests under the Collateral Documents remain in full force and effect.

15-06-2026

Red Robin Gourmet Burgers announced two refranchising agreements to sell 86 company-owned restaurants for $72.5 million to Op Burgers (69 units for $62.5M) and Kuber (17 units for $10M). Combined with a prior May 28, 2026 transaction of 30 locations for ~$23.5M, total refranchising value is approximately $96 million. Proceeds will be used to pay down debt and support the 'First Choice Plan' refinancing priorities. The transactions are expected to close in the second half of 2026, subject to customary conditions.

• · The refranchised restaurants will continue operating under the Red Robin brand.
• · Op Burgers is a portfolio company of Alexandrite Management, a special situations private investment firm.
• · Kuber's management team is led by Aman Sharma, an experienced franchise operator in hospitality, travel center, and food service sectors.
• · The Company expects to update guidance following the close of these transactions.
• · Red Robin operates nearly 500 locations in the U.S. and Canada, including franchised units.

15-06-2026

Ares Core Infrastructure Fund, through its subsidiary ACI Rover Parent, LLC, entered into a $910 million senior secured first lien term loan B credit agreement on June 9, 2026, with Morgan Stanley Senior Funding, Inc. as administrative and collateral agent, and with MUFG Bank, Ltd. and Wells Fargo Securities as joint lead arrangers. The proceeds will refinance an existing debt facility in full and pay related transaction costs. This credit facility is tied to ACI Rover Parent's ownership of a 49.9% membership interest in ET Rover Pipeline LLC, which owns 65% of Rover Pipeline LLC, and the recent acquisition from BCP Renaissance Holdco. However, the filing does not disclose the financial terms of the acquisition or the size of the existing debt being refinanced, and no financial performance metrics (e.g., revenue, EBITDA) of the pipeline assets or the borrower are provided, limiting the ability to assess leverage or credit impact.

• · The credit agreement was entered into among ACI Rover Parent, LLC (Borrower), subsidiary guarantors (including ACI Rover, LLC), and lenders, with administrative and collateral agent roles both held by Morgan Stanley Senior Funding, Inc.
• · The acquisition closing occurred subsequent to April 4, 2026, under a Membership Interest Purchase Agreement with BCP Renaissance Holdco, L.L.C.
• · Proceeds from the initial loans will refinance the entire existing debt facility and pay transaction costs.
• · No financial covenants or material financial terms (e.g., interest rate margin, maturity, financial ratios) are disclosed in the exhibit; the agreement references an 'Affiliated Lender Limitation' of 30% of aggregate commitments or loans held by affiliated lenders (other than Sponsor Debt Fund Affiliates).

15-06-2026

On June 15, 2026, Cogent Communications Holdings, Inc. subsidiaries entered into a First Supplemental Indenture to amend their existing senior secured notes indenture, increasing the secured leverage ratio under the Permitted Liens basket from 4.00:1.00 to 4.75:1.00 and requiring that proceeds from certain data center sales be used primarily to repurchase existing indebtedness at a discount (at least 50% toward the 6.500% Senior Secured Notes due 2032). The amendments also restrict the use of such proceeds for restricted payments and prohibit transfers of IRUs to unrestricted subsidiaries. The changes follow consent from a majority of noteholders.

• · The Indenture was originally dated June 17, 2025.
• · The amendments were effective immediately upon execution on June 15, 2026.
• · Proceeds from data center sales must also be used to repurchase or retire other existing indebtedness at a discount (beyond the 50% for the Notes).
• · The supplemental indenture prohibits the transfer of any IRU owned or held by Cogent Group or any guarantor to an unrestricted subsidiary or a non-guarantor restricted subsidiary, subject to limited exceptions.

15-06-2026

Diamondback Energy, Inc. entered into the Seventeenth Amendment to its Second Amended and Restated Credit Agreement, effective June 12, 2026. The amendment extends the maturity date by one year to June 12, 2031, and increases total commitments from $2.5 billion to $3.0 billion, while also adding Sumitomo Mitsui Banking Corporation as a new lender. The amendment reflects improved credit access and liquidity, but no negative or flat performance metrics were disclosed in this filing.

• · The amendment extends the maturity date from June 12, 2030 to June 12, 2031.
• · Sumitomo Mitsui Banking Corporation was added as a new lender under the credit agreement.
• · The amendment was executed on June 12, 2026, and filed with the SEC on June 15, 2026.
• · No event of default existed as of the amendment effective date.
• · The borrower certified that no Material Adverse Effect has occurred since December 31, 2025.

15-06-2026

Kimco Realty OP, LLC issued $600 million principal amount of 3.50% Exchangeable Senior Notes due 2031, including $75 million of option notes, with a full and unconditional guarantee from Kimco Realty Corporation. The notes are senior unsecured obligations, mature on June 15, 2031, and are exchangeable into shares of Kimco Realty Corporation common stock at an initial exchange price of approximately $32.36 per share. The company also entered into a registration rights agreement covering the resale of common stock issuable upon exchange.

• · The notes are exchangeable at the holder's option before March 17, 2031 only upon certain events; after that date, holders may exchange at any time until the second scheduled trading day before maturity.
• · The issuer may redeem the notes on or after June 20, 2029, subject to liquidity conditions and a stock price trigger (130% of exchange price for at least 20 of 30 consecutive trading days).
• · If a Fundamental Change occurs, noteholders may require the issuer to repurchase their notes at par plus accrued interest.
• · The indenture includes cross-default provisions for other indebtedness of at least $125 million.
• · The company agreed to file a resale registration statement covering common stock issuable upon exchange of the notes.

15-06-2026

OGE Energy Corp. filed an 8-K on June 15, 2026, reporting Items 1.01 (Entry into a Material Definitive Agreement) and 2.03 (Creation of a Direct Financial Obligation). The filing indicates the company entered into a material agreement that created a direct financial obligation, but specific transaction details, dollar values, and counterparty names are not disclosed in the summary. No financial metrics, guidance changes, or scheduled events are provided.

• · Filing date: June 15, 2026
• · Filing size: 3 MB
• · AccNo: 0001021635-26-000019
• · Items reported: 1.01, 2.03, 9.01
• · No financial statements or exhibits details provided in summary

15-06-2026

Future FinTech Group Inc. filed an 8-K on June 15, 2026, reporting a material definitive agreement (Item 1.01) and an unregistered sale of equity securities (Item 3.02). The filing does not disclose the counterparty, transaction value, share count, or specific terms of the agreement. While the entry into a definitive agreement suggests a strategic move (potentially a partnership, investment, or acquisition), the lack of quantitative details and the unregistered nature of the equity sale introduce uncertainty and potential dilution risk. The filing is mandatory and timely, but the absence of financial metrics limits a full assessment of materiality.

• · Filing includes Item 9.01 (Financial Statements and Exhibits), but no exhibits are described in the summary.
• · The unregistered sale of equity securities (Item 3.02) may indicate reliance on Regulation D or Section 4(a)(2) exemption, but no specific exemption is cited.
• · No forward-looking statements or risk factors are mentioned in the filing summary.

15-06-2026

Essential Properties Realty Trust, Inc. (EPRT) closed a $400M underwritten public offering of 5.375% Senior Notes due 2036, issued by its subsidiary Essential Properties, L.P. and fully guaranteed by EPRT. The notes were priced at 97.469% of par and carry a 5.375% coupon, with interest payable semi-annually starting January 15, 2027, and maturing July 15, 2036. The offering was conducted under an effective shelf registration statement and underwritten by Wells Fargo Securities and BofA Securities.

• · The Notes are senior unsecured obligations of the Issuer, ranking equally with existing and future senior unsecured debt but effectively subordinated to secured debt and liabilities of subsidiaries.
• · The Issuer may redeem the Notes at any time prior to April 15, 2036 (three months before maturity) at a make-whole redemption price equal to the greater of (i) present value of remaining payments discounted at Treasury Rate plus 20 bps, or (ii) 100% of principal, plus accrued interest.
• · After April 15, 2036, redemption price is 100% of principal plus accrued interest (no make-whole premium).
• · Events of default include: 30-day interest payment default, principal payment default, failure of Guarantee, breach of other covenants (60-day cure period), failure to pay debt >$50M (60-day cure), and bankruptcy/insolvency events.
• · The Indenture includes a covenant requiring the Guarantor to maintain a certain percentage of total unencumbered assets.

15-06-2026

Momentus Inc. announced a $25 million registered direct offering of 1,851,852 shares of common stock priced at-the-market under Nasdaq rules with new and existing institutional investors. The proceeds will be used for working capital and general corporate purposes, with closing expected on or about June 15, 2026.

15-06-2026

Space Exploration Technologies Corp. (SpaceX) filed an 8-K with the SEC on June 15, 2026, announcing its restated certificate of formation as a Texas corporation, following a conversion from a Delaware corporation. The filing details a massive authorized capital structure of 53.857 billion shares across four classes, including 36.132 billion Class A, 5.325 billion Class B, 10 billion Class C common shares, and 2.4 billion preferred shares, with special voting control provisions for Founder Elon Musk and other Qualified Shareholders. The restated certificate does not make any new amendments but supersedes the prior certificate, reflecting the company's reincorporation in Texas.

• · The corporation was originally incorporated in Delaware on March 14, 2002, and converted to a Texas corporation effective February 14, 2024.
• · The registered office in Texas is at 211 East 7th Street, Suite 620, Austin, Texas 78701, with Corporation Service Company as registered agent.
• · Class B Common Stock is subject to strict transfer restrictions, with Permitted Transfers limited to Family Members, Permitted Entities, and certain estate planning vehicles, and automatic conversion to Class A Common Stock if voting control is lost by a Qualified Shareholder.
• · The Board of Directors is authorized to fix the powers, preferences, and rights of any series of Preferred Stock without further shareholder approval.
• · The filing includes items 3.02, 3.03, 5.02, 5.03, 7.01, 8.01, and 9.01, indicating unregistered equity sales and other material events.

15-06-2026

RenX Enterprises Corp. (NASDAQ: RENX) announced a debt-to-equity conversion eliminating approximately $7 million of debt from its balance sheet. The debt was held by company insiders and converted into preferred equity at $2.895 per share, with no immediate dilution to common shareholders. This transaction reduces leverage and cash obligations, strengthening the company's financial profile to support growth in its environmental processing and logistics operations.

• · The preferred stock conversion price is $2.895 per share, which is a premium to the market.
• · The securities issued are restricted and subject to Rule 144 limitations due to affiliate status.
• · RenX operates an 80+ acre organics processing facility in Myakka City, Florida.
• · The company plans to monetize legacy real estate assets to fund its core technology-driven platform.
• · Forward-looking statements caution about risks including ability to maintain Nasdaq listing and potential future dilution from preferred stock conversion.

15-06-2026

Healthcare Triangle, Inc. (HCTI) closed a private placement of 15% original issue discount senior convertible promissory notes with an aggregate principal amount of $4.235 million, generating gross proceeds of approximately $3.6 million. The notes mature on December 12, 2026, and are convertible after six months at a conversion price equal to 85% of the VWAP. Net proceeds will be used for debt repayment, potential acquisitions, and working capital. The offering involves significant dilution risk and high interest cost, but provides immediate liquidity.

• · The notes mature on December 12, 2026, a short-term maturity of approximately 6 months.
• · Conversion is allowed after the six-month anniversary of the original issue date.
• · The conversion price is set at 85% of the VWAP over the three trading days prior to conversion notice, which could result in significant dilution for existing shareholders.
• · WallachBeth Capital LLC acted as placement agent; fees and expenses will reduce net proceeds.
• · The notes and underlying shares are unregistered and subject to Securities Act restrictions.
• · Proceeds are earmarked for repayment of prior indebtedness, potential strategic acquisitions, and general working capital.

15-06-2026

Isabella Bank Corp (ISBA) entered into a merger agreement to acquire Grand River Commerce, Inc. through a two-step merger process, with key shareholders of Grand River agreeing to vote their shares in favor of the transaction and not to solicit competing proposals. The voting agreement includes standard provisions such as restrictions on share transfers, waiver of appraisal rights, and termination upon completion of the merger or termination of the merger agreement.

• · The merger involves two steps: first, Merger Sub merges into Grand River, then the interim surviving corporation merges into Isabella.
• · The voting agreement terminates automatically upon the earliest of: termination of the Merger Agreement, the Effective Time, or mutual written agreement.
• · Shareholders waive appraisal and dissenters' rights under applicable law.
• · The agreement is governed by Michigan law and disputes are to be resolved in Michigan courts.

15-06-2026

Franklin BSP Real Estate Debt, Inc. entered into Amendment No. 2 to its Uncommitted Master Repurchase Agreement with JPMorgan Chase Bank, N.A. on June 11, 2026, through its indirect subsidiary FBRED REIT JWH Seller, LLC. The amendment restated certain defined terms, replaced the guarantor with the Company itself, and added new Change of Control events. The Company also executed an Amended and Restated Guarantee Agreement to guarantee Seller's obligations. No financial amounts or period-over-period comparisons are disclosed in this filing.

• · The Amendment and A&R Guarantee Agreement will be filed as exhibits to the Company's Form 10-Q for the quarter ended June 30, 2026.
• · The Company replaced the prior guarantor under the repurchase agreement.
• · Additional events that would constitute a Change of Control were added to the agreement.

15-06-2026

Teleflex Incorporated issued $500,000,000 aggregate principal amount of 5.875% senior notes due January 2032. The notes are unsecured senior obligations ranking pari passu with existing senior debt and are guaranteed by certain domestic subsidiaries. Proceeds are not specified, but the issuance increases the company's debt leverage.

• · Notes mature on January 15, 2032, with interest paid semi-annually on January 15 and July 15, beginning January 15, 2027.
• · The notes are unsecured and rank pari passu with existing 4.25% senior notes due 2028.
• · Redemption prices after January 15, 2029: 102.938% in 2029, 101.469% in 2030, 100.000% in 2031 and thereafter.
• · Up to 40% of notes may be redeemed with equity offering proceeds at 105.875% of principal, subject to at least 60% of original notes remaining outstanding.
• · Change of control triggering event requires repurchase at 101% of principal plus accrued interest.
• · Covenants limit liens, sale-leaseback transactions, and mergers/asset sales.
• · Guarantees are provided by existing and future wholly-owned domestic subsidiaries that are guarantors under the company's credit agreement.

15-06-2026

Cipher Digital Inc. (formerly Cipher Mining Inc.) subsidiary Stingray Compute LLC completed a private offering of $810.0 million aggregate principal amount of 6.000% Senior Secured Notes due 2031, issued at 99.750% of par. Net proceeds will finance the remaining cost of the Stingray Facility high-performance computing data center in Andrews, Texas, reimburse the company for approximately $61.5 million of prior equity contributions, and fund debt service reserves. The notes bear interest at 6.000% per annum payable semiannually, mature on June 15, 2031, and include customary covenants and a change-of-control repurchase at 101% of principal.

• · Notes issued at 99.750% of principal amount.
• · Interest payable semiannually on June 15 and December 15, beginning December 15, 2026.
• · Principal amortizes semi-annually after the Final Commencement Date to achieve a target debt service coverage ratio.
• · Issuer may redeem notes on or after June 15, 2028 at specified redemption prices; prior to that date, redemption at 100% plus make-whole premium, or up to 40% with equity offering proceeds.
• · Covenants limit additional indebtedness, dividends, investments, liens, asset sales, affiliate transactions, and mergers.
• · Change-of-control repurchase at 101% of principal plus accrued interest.
• · Cipher Digital provides a completion guarantee for the Stingray Facility.
• · No period-over-period comparisons are provided in this filing.

15-06-2026

Comtech Telecommunications Corp. announced a definitive agreement to sell most of its Satellite and Space Communications (S&S) segment to Gilat Satellite Networks Ltd. for $157.5 million, with $10.0 million paid upfront. The company also amended its credit facilities and convertible preferred stock agreements to enhance financial flexibility. Upon closing, Comtech will focus on its Allerium public safety business, which reported net sales of $249.0 million and funded backlog of $554.0 million for the trailing twelve months ended April 30, 2026. However, the retained business had only $2.0 million in operating income for that period, and the company expects to incur $12.0-$14.0 million in transition costs, mostly in fiscal 2027.

• · The transaction was unanimously approved by the boards of both Comtech and Gilat.
• · Comtech will retain certain cyber-focused assets currently within the S&S segment as well as rights to certain S&S accounts receivable collections.
• · The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close in calendar Q4 2026.
• · Upon closing, Comtech will align its operations, strategy and brand with its public safety focus and will transition to the Allerium name.
• · 65% of net proceeds will be used to prepay the majority of its senior secured credit facility, with the remaining 35% to prepay subordinated debt, starting with the subordinated priority term loan.
• · Pro forma Adjusted EBITDA for the trailing twelve months ended April 30, 2026 is estimated between $33.0M and $35.0M, based on retained businesses plus anticipated cost savings.
• · The retained businesses had only $2.0M in GAAP operating income for the trailing twelve months, indicating low profitability before adjustments.
• · Transition costs of $12.0M-$14.0M are expected mostly in fiscal 2027.
• · Annual cost savings after transition are estimated at $11.0M-$13.0M.

15-06-2026

SUN entered into a Master Services and Digital Platform Agreement with Phoenix Dance Theatre, a UK performing arts organization, with an aggregate contract value of approximately $350,000 over a 36-month term. The agreement includes an initial deployment capital of $50,000 due upon project commencement on July 1, 2026, and a structured revenue model from milestones, maintenance fees, and content integration services. While the contract provides a multi-year revenue baseline and validates SUN's strategy in the entertainment and digital media sectors, the relatively modest contract value and lack of prior relationship with the client suggest limited near-term financial impact.

• · The agreement was entered into on June 8, 2026, and reported on June 13, 2026.
• · Phoenix Dance Theatre is an independent arm's-length third party with no prior material relationship with SUN or its affiliates.
• · Primary implementation is scheduled to commence during the third quarter of 2026.
• · The agreement may be terminated earlier in accordance with its provisions.
• · SUN intends to file the full agreement as an exhibit to its Quarterly Report on Form 10-Q for the period ending June 30, 2026.

15-06-2026

Functional Brands Inc. (MEHA) received a Nasdaq Staff Delisting Determination on June 9, 2026, due to its common stock closing at $0.10 or less for ten consecutive trading days, triggering the Low Priced Stocks Rule. Trading will be suspended at the opening on June 16, 2026, and a Form 25-NSE will be filed to remove the securities from Nasdaq. The company may appeal by June 16, 2026, with a $20,000 fee, but a hearing will not stay the suspension, and there is no assurance of success.

15-06-2026

Neumora Therapeutics announced that its Phase 3 KOASTAL-2 and -3 studies of navacaprant for major depressive disorder failed to meet primary or key secondary endpoints, leading to discontinuation of the program. The company will reduce its workforce by approximately 35% to achieve annualized cost savings of about $10 million, with one-time restructuring costs of roughly $2 million. Despite the setback, Neumora is advancing its pipeline including NMRA-511 for Alzheimer's disease agitation, NMRA-898 for schizophrenia, and NMRA-215 for cardiometabolic disease, with cash runway extending into Q3 2027.

• · Navacaprant was safe and well tolerated with a safety profile consistent with prior studies.
• · NMRA-511 multiple ascending dose cohort in healthy elderly volunteers to complete in Q4 2026; Phase 2b dose ranging study planned by end of 2026.
• · NMRA-898 Phase 1 data expected in H2 2026.
• · NMRA-215 13-week rat toxicology study to complete mid-2026; program update with Q2 2026 financial results in August 2026; clinical studies initiation by year end 2026.
• · Cash runway extends into Q3 2027.

15-06-2026

Sensei Biotherapeutics, Inc. completed its name change to Faeth Therapeutics, Inc. effective June 15, 2026, with common stock expected to trade under ticker symbol "FTH" starting June 16, 2026. The company raised approximately $200 million in gross proceeds from a private placement concurrent with its February 2026 acquisition of Faeth, and appointed a new leadership team including Anand Parikh as Chairman, President and CEO. PIKTOR, an all-oral multi-node PI3K/AKT/mTOR inhibitor, is on track for topline Phase 2 data in advanced endometrial cancer in H2 2026 and interim Phase 1b/2 data in HR+/HER2- advanced breast cancer in 2027.

• · Stockholders approved conversion of Series B preferred stock issued in February 2026 acquisition; conversion effective 5:00 p.m. ET on June 15, 2026, subject to beneficial ownership limitations.
• · New board consists of five members: Anand Parikh (Chair), Bob Holmen, Phillip B. Donenberg, Stephen M. Hahn, M.D., and Saira Ramasastry.
• · Dr. Hahn is the 24th Commissioner of the U.S. FDA and a former Faeth director; Ms. Ramasastry is a life sciences strategic advisor and experienced public-company director.
• · PIKTOR is an all-oral combination of serabelisib (PI3K-alpha inhibitor) and sapanisertib (mTORC1/mTORC2 inhibitor).
• · The PI3K/AKT/mTOR pathway is dysregulated in up to 50% of all solid tumors according to published literature.
• · First patient dosed in Phase 1b/2 breast cancer trial in April 2026.
• · Company intends to use its website for material non-public information disclosure under Regulation FD.

15-06-2026

Nuvei has agreed to acquire Payoneer Global Inc. for $7.40 per share in cash, representing a total equity value of approximately $2.75 billion. The combined company is expected to generate approximately $3 billion in annual revenue and process more than $500 billion in annual payment volume for over 2.4 million customers across 190+ countries. The transaction, approved by both boards, is expected to close in mid-2027, subject to shareholder and regulatory approvals.

• · Payoneer holds licensing for online payment services in mainland China and authorization in principle as a cross-border payment aggregator in India under the RBI framework.
• · Nuvei has local acquiring in 52 markets, supports 150 currencies and over 720 alternative payment methods.
• · The transaction is expected to close in mid-2027, subject to Payoneer shareholder approval, regulatory approvals, and other customary conditions.
• · Committed financing is provided by BMO Capital Markets, RBC Capital Markets, Barclays, UBS, and Wells Fargo.
• · Goldman Sachs & Co. LLC is lead financial advisor to Nuvei; Qatalyst Partners is exclusive financial advisor to Payoneer.

15-06-2026

Strategy Inc (formerly MicroStrategy) filed an 8-K on June 15, 2026, announcing an amended and restated certificate of designations for its Variable Rate Series A Perpetual Stretch Preferred Stock, effective June 30, 2026. The amendment modifies terms related to dividends, redemption rights, fundamental change repurchase rights, and voting rights for this perpetual preferred stock series. No financial figures or period-over-period comparisons are provided in this filing.

• · The amendment becomes effective on June 30, 2026.
• · The initial issue date of the preferred stock was July 29, 2025.
• · The preferred stock ranks junior to Perpetual Strife Preferred Stock (Dividend Senior Stock) and equally with Perpetual Stream, Perpetual Strike, and Perpetual Stride Preferred Stock (Dividend Junior Stock).
• · Holders have the right to require the company to repurchase shares upon a Fundamental Change, as defined in the filing.
• · The company retains optional redemption rights, a clean-up redemption right, and a tax redemption right.

15-06-2026

ESS Tech, Inc. received a deficiency notice from the NYSE on June 9, 2026, because its common stock's average closing price fell below $1.00 over 30 consecutive trading days (average $0.98 as of June 8, 2026). The company has six months to regain compliance, and while it plans to consider options including a reverse stock split, there is no assurance of success. The notice does not immediately affect listing or trading.

• · The 30 trading-day average closing share price of common stock was $0.98 as of June 8, 2026.
• · The company can regain compliance if on the last trading day of any calendar month during the cure period, the closing share price is at least $1.00 and the 30-day average closing price is at least $1.00.
• · If shareholder approval is needed for a remedy (e.g., reverse stock split), it must be obtained no later than the next annual meeting.
• · The company issued a press release on June 15, 2026 regarding the deficiency notice.

15-06-2026

Autodesk, Inc. entered into Amendment No. 1 to its existing Credit Agreement, increasing the aggregate commitments from $1.5B to $2.0B, adding $500M in new commitments. The amendment was executed on June 15, 2026, with Citibank, N.A. as administrative agent and multiple existing lenders providing the additional commitments. The amendment also updates certain defined terms and conditions, effective upon satisfaction of standard closing conditions including legal opinions and board resolutions.

• · The amendment was entered into by the Required Lenders (as defined in the original Credit Agreement) and became effective upon satisfaction of conditions including delivery of legal opinion from Hogan Lovells US LLP, board resolutions, and KYC documentation.
• · The amendment updates the Credit Agreement's defined terms and conditions, including changes to the table of contents and certain sections (e.g., Section 1.02, 2.17, 5.03).
• · The original Credit Agreement was dated May 8, 2025, and this is the first amendment to that agreement.
• · The amendment includes a representation that no Default or Event of Default has occurred and is continuing after giving effect to the amendment.

15-06-2026

Super Micro Computer, Inc. (SMCI) filed a Certificate of Designations with the SEC on June 15, 2026, creating a new series of 4,312,500 shares of 7.00% Series A Mandatory Convertible Preferred Stock, authorized by the Board of Directors and a special Preferred Pricing Committee on June 10, 2026. The preferred stock ranks senior to junior stock, on parity with parity stock, and junior to senior stock and existing indebtedness, with mandatory conversion features tied to the common stock's VWAP over a 20-day averaging period ending June 1, 2029. The filing includes detailed standard provisions governing conversion rates, dividend payment dates (quarterly starting September 1, 2026), and fundamental change conversion rights, but does not disclose the initial issue price or total proceeds raised.

• · The preferred stock ranks senior to Junior Stock, on parity with Parity Stock, and junior to Senior Stock and the Corporation's existing and future indebtedness.
• · Dividend Payment Dates are March 1, June 1, September 1, and December 1, commencing September 1, 2026 through June 1, 2029.
• · The Final Averaging Period for mandatory conversion is the 20 consecutive Trading Days beginning on the 21st Scheduled Trading Day immediately preceding June 1, 2029.
• · A Fundamental Change includes events such as a person or group acquiring more than 50% voting power, sale of substantially all assets, stockholder approval of liquidation, or delisting from NYSE/Nasdaq.
• · The Certificate of Designations was signed by Charles Liang on June 15, 2026.

15-06-2026

Safety Insurance Group, Inc. (SAFT) entered into Amendment No. 7 to its Amended and Restated Credit Agreement, increasing the total revolving commitment by $50M (from an undisclosed prior amount to $100M) and releasing two subsidiary guarantors, Safety Management Corporation and Safety Northeast Insurance Agency, Inc., from their obligations under the subsidiary guaranty. The amendment also includes an upfront fee of $193,750 payable to lenders for their pro rata benefit, with Citizens Bank, N.A. serving as administrative agent.

• · The amendment is dated June 9, 2026, with conditions precedent for effectiveness including delivery of a $100M note and payment of a $193,750 upfront fee.
• · Post-closing items must be delivered by June 15, 2026, including legal opinions from DLA Piper LLP, a confirmation agreement, and incumbency certificates.
• · The credit agreement was originally dated August 14, 2008, and has been amended multiple times (this is Amendment No. 7).
• · The released guarantors are irrevocably released from all obligations under the subsidiary guaranty, including liens on their assets.