US Material Events SEC 8-K Filings — May 12, 2026

12-05-2026

ON Semiconductor Corporation entered into a call option transaction (Confirmation) with an unnamed Dealer to hedge its issuance of [___]% Convertible Senior Notes due 2031 with an aggregate initial principal amount of USD 1,000,000,000, potentially increasing by up to USD 150,000,000 pursuant to an overallotment option. The transaction incorporates 2002 ISDA Equity Derivatives Definitions and references an ISDA Master Agreement, with the Number of Options equal to the number of USD 1,000 principal amount Convertible Notes issued. Key terms include a Modified American option style, Strike Price of USD [_____], Premium of USD [_____], Free Convertibility Date of February 1, 2031, and Expiration Date of May 1, 2031.

• · Trade Date: [_____], 2026
• · Premium Payment Date: [_____], 2026
• · Free Convertibility Date: February 1, 2031
• · Expiration Date: May 1, 2031
• · Exchange: The Nasdaq Global Select Market
• · Number of Options equals the number of Convertible Notes in principal amount of USD 1,000 (1,000,000 Options for base issuance; 150,000 for additional)

12-05-2026

At the 2026 Annual Meeting on May 7, 2026, Cadence Design Systems, Inc. stockholders elected all eleven director nominees with strong majority support ranging from approximately 90-99% for most, though Alberto Sangiovanni-Vincentelli faced 15,237,989 votes against. Stockholders also approved the amendment to the Omnibus Equity Incentive Plan, increasing authorized shares by 5,000,000, an advisory resolution on named executive officer compensation, and ratification of PricewaterhouseCoopers LLP as auditor for fiscal year ending December 31, 2026. All proposals passed with significant majorities.

• · Board approved Omnibus Plan amendment on February 12, 2026, subject to stockholder approval
• · Proxy Statement filed March 25, 2026
• · Omnibus Plan previously set to end April 30, 2030, now continues until terminated by Board or shares depleted

12-05-2026

On May 6, 2026, Ashford Hospitality Trust, Inc. completed the sale of the 150-room Embassy Suites Dallas Near the Galleria for approximately $16.6 million in cash net of selling expenses, while paying approximately $16.0 million to the mortgage lender secured by ten hotels including the sold property. Pro forma consolidated balance sheet as of December 31, 2025 shows total assets declining to $2,821,132 thousand from $2,833,632 thousand and net hotel properties decreasing to $2,072,954 thousand from $2,085,244 thousand. Pro forma statement of operations for the year ended December 31, 2025 reflects total revenue declining to $1,098,114 thousand from $1,104,388 thousand due to removal of the hotel's $6,274 thousand revenue, but net income loss improving to $(180,552) thousand from $(188,159) thousand, and loss per share to $(34.73) from $(35.99).

• · Pro forma adjustments include $16,618 thousand cash received net of $423 thousand working capital and $15,998 thousand mortgage repayment.
• · Embassy Suites Dallas contributed $6,274 thousand total hotel revenue but $(3,284) thousand net loss for the year ended Dec 31, 2025.
• · The mortgage loan is secured by ten hotels including the sold property.
• · Pro forma gain on disposition of $4,323 thousand (preliminary, with related tax effects).

12-05-2026

Dinesh Kumar, M.D., Chief Medical Officer of Astrana Health, Inc., notified the company on May 7, 2026, of his resignation effective June 1, 2026, which is not due to any disagreement. The company thanked Dr. Kumar for his contributions and wished him well. No successor has been announced in the filing.

• · Filing date: May 12, 2026
• · Report signed: May 11, 2026
• · Trading symbol: ASTH (Nasdaq)

12-05-2026

Diodes Incorporated announced the immediate retirement of Chairman Dr. Keh-Shew Lu after more than 25 years of service, during which he scaled the company from $215 million annual revenue in 2005 to a multibillion-dollar semiconductor firm via 10 strategic acquisitions and 34 consecutive years of profitability. The Board elected Angie Chen Button, an independent director since April 2021 and Lead Director since May 2023, as the new Chairwoman, leveraging her 30+ years at Texas Instruments and legislative experience. CEO Gary Yu highlighted her qualifications for driving continued revenue and earnings growth.

• · Dr. Lu joined Diodes in June 2005.
• · Ms. Button served as Chair of Governance and Stockholder Relations Committee and Compensation Committee.
• · Ms. Button served in Texas House of Representatives since 2009, chairs Trade, Workforce, and Economic Development Committee.
• · Ms. Button recognized as 'Top 10 Best Legislator' by Texas Monthly in 2021 and 2023.

12-05-2026

At the Clearwater Paper Corporation 2026 Annual Meeting on May 7, 2026, stockholders elected six directors including Jeanne M. Hillman and John P. O’Donnell, ratified KPMG LLP as the independent auditor for 2026, approved say-on-pay compensation, and approved amendments to the Restated Certificate of Incorporation (exculpation for officers) and Bylaws (forum selection and director nomination requirements). Stockholders also approved the 2026 Stock Incentive Plan establishing a new reserve of 2,000,000 shares, though with a relatively narrow margin of 6,562,984 votes for versus 5,430,608 against. All proposals passed, with strong support for most items but softer approval for the equity plan.

• · Proposal 2 ratification of KPMG: 13,435,154 For, 347,742 Against, 56,012 Abstain.
• · Proposal 3 say-on-pay: 10,189,046 For, 1,808,030 Against, 37,732 Abstain.
• · Proposal 4 Restated Certificate amendment: 10,947,284 For, 1,037,386 Against, 50,138 Abstain.
• · Proposal 5 Bylaws amendment: 10,314,342 For, 1,678,208 Against, 42,258 Abstain.

12-05-2026

BankUnited, Inc. amended and restated its letter agreement with CFO James Mackey on May 11, 2026, converting his prior change-in-control retention bonus to a double-trigger severance benefit. Under the new terms, if terminated without cause or for good reason within two years post-change in control, Mr. Mackey is entitled to a lump sum equal to two times his annual base salary, subject to a release of claims. The amendment supersedes the prior agreement dated July 22, 2025.

• · Amendment approved by Compensation Committee of the Board.
• · Effective two-year window post-change in control.
• · Filed as Exhibit 10.1.

12-05-2026

Sezzle Inc. (NASDAQ:SEZL) announced a new $300 million receivables funding facility with Mesirow Alternative Credit (f.k.a. Bastion), doubling the original $150 million committed facility that was previously expanded to $225 million via accordion. The refinancing reduces the interest rate spread to 3-month Term SOFR + 3.86% (down nearly 290 basis points from prior 6.75%), boosts the advance rate to up to 92.5% (from 90%), lowers minimum utilization to $50 million (from $60 million), and includes a $75 million accordion option over a 3-year term. CFO Lee Brading highlighted improved cost of capital and capacity to support growth.

• · Facility term: 3 years
• · Interest rate: 3-month Term SOFR + 3.86% with 2.0% SOFR floor
• · Advance rate: 85.0% or 92.5% of eligible originations based on performance
• · Unused line fee: 0.50% per annum on unused committed capacity
• · Covenants, representations, warranties, and reporting typical of receivables warehouse facility
• · Company address: 700 Nicollet Mall, Suite 640, Minneapolis, MN 55402

12-05-2026

Functional Brands Inc. entered into a Conversion Price Reduction and Waiver Agreement on May 11, 2026, with holders of its Series C Convertible Preferred Stock, reducing the conversion price to $0.1636 per share during the Fixed Conversion Period and waiving the prohibition on below-price conversions. The agreement mandates filing an amendment to the Series C Certificate within three business days and capitalizes any unpaid Cash Consideration from the March 9, 2026 Exchange Agreement as unsecured additional principal on holders' exchange notes, convertible at 100% of the prior day's market price. This adjustment replaces prior tiered pricing and may increase potential share dilution without offsetting positives disclosed.

• · Series C Certificate originally filed March 12, 2026; Exchange Agreement dated March 9, 2026.
• · Company must file 8-K disclosing agreement within 30 minutes of execution.
• · Add-Back Principal on exchange notes is unsecured and excludes liens or collateral.

12-05-2026

On May 8, 2026, Stephen Curley, Chief Banking Officer for National Business Lines of Western Alliance Bancorporation, provided notice of his resignation to pursue another employment opportunity as Chief Executive Officer within the financial services industry. The company filed an 8-K on May 12, 2026, under Items 5.02 and 9.01, disclosing the departure with no mention of severance or compensatory arrangements.

• · Securities registered: Common Stock ($0.0001 Par Value, WAL on NYSE); Depositary Shares (WAL PrA on NYSE)
• · Company address: One E. Washington Street, Phoenix, Arizona 85004

12-05-2026

SOLV Energy reported first quarter 2026 revenue of $677 million, up 66% YoY from $408 million, with gross profit surging 102% to $119 million (margin 17.6% vs 14.5%) and Adjusted EBITDA rising 174% to $93 million. However, net loss widened to $(27) million from $(1) million, primarily due to a one-time non-cash expense of $521 million related to legacy equity awards. The company announced the $45 million acquisition of Roberson Waite Electric to expand utility services capabilities and raised full-year 2026 Adjusted EBITDA guidance to $435-$455 million, supported by an $8.2 billion backlog.

• · Expected FY2026 revenue guidance: $3.720 billion to $3.820 billion
• · Expected FY2026 Adjusted Gross Profit guidance: $610 million to $650 million (16.4% to 17.0% margin)
• · RWE acquisition expected to close by Q3 2026, subject to customary adjustments
• · Mike Adams joined as VP Investor Relations in May 2026 with over 20 years energy sector experience
• · Since 2008, built more than 500 power plants representing 21 GW of capacity

12-05-2026

HF Sinclair Corp announced the separation of CEO and President Timothy Go effective May 11, 2026, following his voluntary leave since February 17, 2026, with a severance payment of $4,735,000 payable over 12 months and partial vesting of equity awards including 29,616 RSUs and conditional vesting of 163,609 PSUs. Go resigned from the Board with no reported disagreements. Separately, EVP and CFO Atanas Atanasov remains on leave since February 24, 2026, with ongoing but unresolved separation discussions.

• · Separation effective May 11, 2026; Go on voluntary leave since February 17, 2026.
• · Atanasov on leave since February 24, 2026; no assurance of mutually agreeable separation.
• · Go entitled to COBRA continuation at active rates for 12 months if elected.
• · Equity vesting subject to non-revocation of release and compliance with continuing obligations including non-compete.

12-05-2026

Arvinas and Pfizer have entered into a license agreement with Rigel Pharmaceuticals for exclusive global rights to VEPPANU (vepdegestrant), the first FDA-approved PROTAC, receiving $85 million in upfront and transition payments ($70 million upfront + $15 million transition), up to $320 million in milestones, tiered royalties in the mid-teens to mid-20s, and a share of ex-US sublicensing revenue, all split evenly. Rigel will handle US launch and commercialization while contributing up to $40 million to ongoing development activities. The transaction is subject to regulatory approvals including HSR antitrust clearance.

• · VEPPANU approved by FDA for adults with ER+/HER2-, ESR1-mutated advanced or metastatic breast cancer post at least one line of endocrine therapy.
• · NCCN added VEPPANU as Category 2A treatment option on May 8, 2026.
• · Rigel owns global rights with ability to sublicense ex-US; Arvinas and Pfizer entitled to percentage of ex-US sublicensing revenue.
• · BofA Securities, Inc. acting as exclusive financial advisor to Arvinas.

12-05-2026

Achieve Life Sciences closed a private placement of up to $354 million ($180 million upfront and $174 million in milestone warrants) to fund the ORCA-V2 Phase 3 trial, commercialization, and operations. The company appointed Andrew D. Goldberg, MD as CEO, added board members, and partnered with Adare Pharma Solutions for U.S. manufacturing amid a regulatory setback with an expected FDA Complete Response Letter by June 20, 2026 due to prior manufacturer issues, planning NDA resubmission in Q4 2026. Q1 2026 net loss improved to $10.2 million from $12.8 million YoY with lower R&D expenses, but G&A rose and cash fell to $29.3 million (excluding proceeds) from $36.4 million at year-end.

• · FDA PDUFA date June 20, 2026; expect Complete Response Letter due to prior manufacturer OAI classification (not cytisinicline-specific).
• · NDA resubmission planned for Q4 2026 with Adare as primary commercial manufacturer; U.S. launch targeted H1 2027.
• · Tom King last Board day June 8, 2026; Jaime Xinos transition effective May 31, 2026.
• · Conference call held May 12, 2026 at 8:30 AM EDT.

12-05-2026

Mereo BioPharma reported Q1 2026 net loss of $6.7 million, an improvement from $12.9 million in Q1 2025, driven by a $3.3 million decrease in G&A expenses to $4.0 million despite a $0.8 million increase in R&D expenses to $4.7 million. Cash and cash equivalents totaled $36.2 million as of March 31, 2026, down from $41.0 million at year-end 2025, providing runway into mid-2027. Setrusumab Phase 3 studies (Orbit and Cosmic) missed primary endpoints on fracture rate reduction but met key secondary endpoints on bone mineral density and PROs, leading to initiated regulatory discussions; alvelestat partnership talks and vantictumab Phase 2 plans (H2 2026) continue.

• · Setrusumab Phase 3 studies achieved high statistical significance on key secondary endpoint of bone mineral density improvement and reductions in vertebral fractures.
• · Alvelestat Phase 3 anticipated to enroll ~220 patients with independent primary endpoints: SGRQ Total Score (US) and lung density by CT (Europe).
• · āshibio to fund global vantictumab program and holds ex-Europe commercialization rights; Mereo retains EU/UK rights.

12-05-2026

Collegium Pharmaceutical completed the acquisition of AZSTARYS from Corium Therapeutics for approximately $650 million in cash, funded by $350 million of existing cash and $300 million from a delayed draw term loan, with up to $135 million in additional milestone payments, adding a complementary ADHD product expected to generate $60 to $70 million in net revenue for the remainder of 2026 and patent protection through December 2037. The company raised its 2026 full-year guidance to $865 to $895 million in total Product Revenues, Net (previously $805 to $825 million) and $475 to $500 million in Adjusted EBITDA (previously $455 to $475 million), with JORNAY PM guidance unchanged at $190 to $200 million and expected synergies exceeding $50 million annually within 12 months. However, Chief Commercial Officer Scott Dreyer will depart effective end of August 2026, and Chief Medical Officer Thomas Smith, M.D., will depart following a transition period.

• · AZSTARYS supported by six Orange Book-listed patents, most expiring December 2037
• · AZSTARYS expected net revenue $60 to $70 million for remainder of 2026

12-05-2026

Coya Therapeutics, Inc. entered into a Sales Agreement with Leerink Partners LLC on May 12, 2026, enabling the company to offer and sell up to $30,000,000 in common stock through at-the-market offerings on Nasdaq or via negotiated transactions. Leerink Partners will receive a 3.0% commission on gross proceeds from sales, with customary indemnification and expense reimbursements provided. No shares have been sold to date, and the company has no obligation to sell any, with the agreement terminable at any time.

• · Sales conducted pursuant to shelf registration statement on Form S-3 (File No. 333-289511) and prospectus supplement filed May 12, 2026.
• · Agreement terminates upon sale of all Placement Shares or by mutual termination.
• · Leerink Partners' sales efforts subject to customary conditions and Nasdaq rules.

12-05-2026

On May 12, 2026, ACM Research, Inc. entered into a Securities Purchase Agreement with U.S. institutional investors managed by Tekne Capital Management, LLC, to issue and sell 2,884,615 shares of Class A common stock at $52.00 per share in a registered direct offering. The company expects to receive net proceeds of approximately $149,849,980 for U.S. and global expansion as well as general corporate purposes, with closing anticipated on or about May 15, 2026. The agreement includes a 6-month lock-up on the company's Class A common stock, subject to certain exceptions.

• · Prospectus supplement filed with the SEC on May 12, 2026 (File No. 333-278041).
• · Opinion on validity of shares issued by K&L Gates LLP, dated May 12, 2026.
• · Purchase Agreement filed as Exhibit 10.1.

12-05-2026

Dr. Roy Schoenberg resigned from American Well Corporation’s Board of Directors effective May 6, 2026, to pursue a new employment opportunity, with no disagreements on operations, policies, or procedures. The company acknowledged his nearly twenty years of leadership as co-founder and former Executive Vice Chairman, highlighting his impact on growth and success. No financial impacts or other changes were disclosed.

• · Filing submitted on May 12, 2026
• · Resignation effective immediately upon notification on May 6, 2026

12-05-2026

DHI Mortgage Company, Ltd., a subsidiary of D.R. Horton (DHI), entered into a Fifth Amendment to its Fourth Amended and Restated Master Repurchase Agreement effective May 6, 2026, extending the Termination Date to May 4, 2029 and adding an optional extension mechanism for up to three years (not beyond the sixth anniversary of the amendment date) if more than 50% of buyers agree. The amendment introduces a 1.90% Applicable Margin, a 0.20% per annum Non-Usage Fee on unused commitments, a minimum $1,000,000 Purchase Price Decrease, and adds Manufacturers and Traders Trust Co. and The Bank of Nova Scotia, Houston Branch as joint lead arrangers. No declines or negative changes to terms were noted.

• · Outside Transaction Termination Date is 360 days from the Purchase Date for each Transaction.
• · Extension Notices can be given up to 3 times in aggregate, not more than once per calendar year, 30-60 days before Extension Date.
• · Each Buyer decides independently on extensions; non-extending Buyers notified by Notice Date (at least 10 Business Days before Extension Date).

12-05-2026

PROCACCIANTI HOTEL REIT, INC., through its subsidiary PHR TCI LLC, entered into a Change in Terms Agreement dated May 6, 2026, with Beacon Bank & Trust, reducing the interest rate on a $15,600,000.00 loan (original promissory note dated June 6, 2024) to 6.50% through maturity on June 6, 2027. The loan balance remains at $15,600,000.00 and is secured by a commercial mortgage on property at 263 W Grandview Parkway, Traverse City, MI 49684, and all business assets of PHR TCI LLC. No other terms were modified.

• · Original promissory note dated June 6, 2024
• · Collateral: Commercial Mortgage and Assignment of Leases and Rents on 263 W Grandview Parkway, Traverse City, MI 49684, and all business assets of PHR TCI LLC

12-05-2026

Standard Motor Products, Inc. (NYSE: SMP) announced executive leadership changes effective June 1, 2026: James Burke is stepping down as Chief Operating Officer to become Executive Advisor while remaining on the Board of Directors after 47 years with the company. Sunil Bhandari, with over 25 years of global operations experience including 14 years at Eaton Corporation plc most recently as VP Global Aftermarket - Mobility Group, will join as the new Chief Operations Officer. Eric Sills, Chairman and CEO, highlighted Burke's invaluable contributions and expressed confidence in the transition and Bhandari's ability to drive long-term value.

• · Announcement dated May 11, 2026; SEC filing May 12, 2026.
• · Sunil Bhandari's education: M.B.A. from International Institute for Management Development (Switzerland), Masters in Manufacturing Systems from Singapore-MIT Alliance, Bachelor of Mechanical Engineering from University of Madras.
• · Bhandari has lived and worked in North America, Europe, and Asia.

12-05-2026

The Progressive Corporation elected Andrew J. Quigg as Vice President and CFO effective July 4, 2026, succeeding John P. Sauerland who retires on July 3, 2026. At the Annual Shareholder Meeting on May 8, 2026, with 518,130,136 shares represented, all 11 directors were elected with strong support for most but significant opposition for some (e.g., 67,856,698 against Lawton W. Fitt), executive compensation was approved (464,140,742 for vs. 18,782,535 against), and PwC's auditor appointment was ratified (480,124,867 for vs. 33,041,741 against). The Board renewed authorization to repurchase up to 25 million common shares and declared a $0.10 per share quarterly dividend payable July 10, 2026.

• · Annual Meeting held May 8, 2026
• · Broker non-votes: 34,449,589 for director and exec comp proposals
• · Lawton W. Fitt director votes: 410,778,645 For, 67,856,698 Against, 5,045,204 Abstain
• · Auditor ratification abstentions: 4,963,528

12-05-2026

Forum Energy Technologies, Inc. held its 2026 Annual Meeting of Stockholders on May 8, 2026, where Evelyn M. Angelle, John A. Carrig, and Neal A. Lux were elected as Class II directors to serve until the 2029 Annual Meeting. Stockholders approved the Fourth Amendment to the Second Amended and Restated 2016 Stock and Incentive Plan, increasing shares available for grants by 625,000, along with advisory approval of executive compensation and ratification of Deloitte & Touche LLP as independent auditors for 2026, all with overwhelming support.

• · Director election votes: Angelle - Withheld 88,225, Broker Non-Votes 1,633,493; Carrig - Withheld 407,163, Broker Non-Votes 1,628,468; Lux - Withheld 71,616, Broker Non-Votes 1,633,493.
• · Executive compensation: Against 155,102, Abstentions 7,152, Broker Non-Votes 1,633,493.
• · Plan Amendment: Against 229,527, Abstentions 5,579, Broker Non-Votes 1,633,494.
• · Auditor ratification: Against 11,667, Abstentions 9,055.

12-05-2026

Effective April 30, 2026, T. Benjamin Jennings stepped down as Chief Executive Officer of Panamera Holdings Corporation but will continue as Non-Executive Chairman of the Board. On the same date, Cristopher Proler departed as President and Board Member. The Board of Directors will temporarily assume these roles while searching for new candidates to execute the strategic combination with Rain Cage Carbon, Inc.

• · Filing Date: May 12, 2026
• · Principal executive offices: 2000 West Loop South, Suite 1820, Houston, Texas 77056
• · Registrant is an emerging growth company

12-05-2026

At the First BanCorp Annual Meeting of Stockholders on May 6, 2026, all nine director nominees were elected with strong majorities, though Roberto R. Herencia received 36,134,938 votes against compared to 99,373,785 for. Stockholders approved the 2026 Omnibus Incentive Plan authorizing 5,000,000 shares for stock-based awards, non-binding approval of 2025 executive compensation, and ratification of Crowe LLP as auditors for the fiscal year ending December 31, 2026. All proposals passed decisively, with no new awards planned under the prior 2016 plan.

• · Proposal 1 Director Election votes: Juan Acosta Reboyras (133,131,685 For, 2,492,818 Against); Aurelio Alemán (133,994,286 For, 1,627,091 Against); Luz A. Crespo (131,748,820 For, 3,875,113 Against); Tracey Dedrick (135,020,841 For, 603,154 Against); Patricia M. Eaves (133,609,818 For, 1,377,263 Against); Daniel E. Frye (134,888,678 For, 735,050 Against); John A. Heffern (135,032,607 For, 591,127 Against); Roberto R. Herencia (99,373,785 For, 36,134,938 Against); Félix M. Villamil (135,051,354 For, 572,964 Against).
• · Proposal 2 (2026 Plan): 126,365,168 For, 9,200,055 Against.
• · Proposal 3 (Say-on-Pay): 130,973,880 For, 4,597,065 Against.
• · Proposal 4 (Auditor): 142,700,312 For, 917,545 Against.

12-05-2026

Nextpower Inc. reported record FY26 revenue of $3.56 billion, up 20% YoY, with GAAP net income of $586 million and a record backlog exceeding $5.25 billion, while raising FY27 revenue outlook to $3.8-4.1 billion. However, Q4 FY26 revenue declined 5% YoY to $881 million from $924 million and 3% QoQ from $909 million, with Adjusted EBITDA down 16% YoY to $202 million from $242 million. The company highlighted strong bookings, product innovations, and an agreement to acquire power conversion assets.

• · Cash increased to $1,095M from $766M YoY.
• · Achieved investment grade credit rating.
• · FY27 outlook: GAAP Net Income $501-559M, Adjusted EBITDA $825-900M.
• · Q4 FY26 includes $47M of IRA 45X rebates (vs $67M in Q4 FY25).

12-05-2026

On May 11, 2026, the Boards of Directors of EWSB Bancorp, Inc. and its wholly-owned subsidiary East Wisconsin Savings Bank appointed Hope Lundt as a director, subject to applicable regulatory non-objection and approval requirements. No decisions have been made regarding her service on any board committees, and there are no arrangements or understandings pursuant to which she was appointed, nor any related-party transactions under Item 404(a). Upon joining, she will receive the standard compensatory arrangements for non-employee directors as described in the company's 2026 proxy statement.

• · EWSB Bancorp, Inc. is an emerging growth company.
• · Principal executive offices: 109 West Second Street, Kaukauna, Wisconsin 54130.
• · No securities registered pursuant to Section 12(b) of the Exchange Act.

12-05-2026

Booz Allen Hamilton Holding Corp (NYSE: BAH) appointed Ryan P. Nolan to its Board of Directors effective June 1, 2026; he will serve on the audit committee. Nolan, partner and co-head of global technology at BDT & MSD Partners and former Goldman Sachs partner, advised on over $50B in capital market transactions and $100B in M&A deals. The company employs approximately 31,600 people globally as of December 31, 2025, with revenue of $12.0B for the 12 months ended March 31, 2025.

• · Ryan P. Nolan earned a B.B.A. in finance from the University of Notre Dame and a J.D. and M.B.A. from Duke University.
• · Ryan P. Nolan is a Senior Research Fellow at Harvard Kennedy School and a member of the Council on Foreign Relations.
• · Media contact: Jessica Klenk (Klenk_Jessica@bah.com); Investor Relations: Dustin Darensbourg (Investor_Relations@bah.com)

12-05-2026

Fidelity National Financial, Inc. entered into a First Amended and Restated Employment Agreement with Michael J. Nolan, its Chief Executive Officer, effective May 8, 2026, featuring a three-year term with automatic annual extensions. The agreement maintains his annual base salary at $1,100,000, sets his annual incentive target at 200% of base salary, and provides a $2,000,000 restricted stock retention award vesting one-third annually over three years, reflecting the company's strong performance under his leadership.

• · Agreement consistent with prior employment terms except for specified changes.
• · Retention award shares calculated as $2,000,000 divided by NYSE closing price on grant date, rounded up to nearest whole share.
• · Grant of retention award on later of Effective Date or second business day after trading blackout expiration.

12-05-2026

Quanterix Corporation announced the planned departure of Chief Financial Officer Vandana Sriram, who will continue in her role through June 15, 2026, to ensure a smooth transition while a search for her successor is ongoing. The company praised her contributions since joining in 2023 to cost discipline, cash management, and financial evolution, stating it is on solid financial footing with a path to cash flow breakeven. This follows the 2025 acquisition of Akoya Biosciences, adding 1,439 installed instruments to its portfolio.

• · Vandana Sriram joined Quanterix in 2023
• · Quanterix has nearly two decades as a trusted partner to the scientific community
• · Contact: media@quanterix.com for media; ir@quanterix.com for investor relations

12-05-2026

Pono Capital Four, Inc., a Cayman Islands exempted company, entered into a promissory note dated May 6, 2026, with Mehana Ventures LLC for principal up to $100,000 to fund costs related to its initial business combination. The note bears no interest, is repayable upon consummation of the business combination (Maturity Date), and may be drawn down in agreed amounts prior to maturity. The agreement includes standard events of default, a trust account waiver by the Payee, and is governed by New York law.

• · Payee must fund drawdown requests within 5 business days
• · No fees due on drawdowns; payments applied first to collection costs then principal
• · Payee waives all claims to the IPO trust account
• · Exclusive jurisdiction in New York courts

12-05-2026

On May 12, 2026, Piedmont Realty Trust, Inc. held its 2026 Annual Meeting where stockholders elected nine directors to one-year terms expiring in 2027, each receiving over 92.8 million votes in favor amid minimal opposition. Stockholders also ratified Deloitte & Touche LLP as auditors for the fiscal year ending December 31, 2026 (103.6 million for vs. 1.5 million against), approved executive compensation on an advisory basis (92.5 million for vs. 2.3 million against), and approved the Third Amended and Restated Omnibus Incentive Plan increasing shares available for issuance by 5,000,000 from 13,666,667 to 18,666,667 (75.2 million for vs. 19.6 million against). While most proposals passed overwhelmingly, the incentive plan saw notable opposition with approximately 20% of voting shares against.

• · Nine directors elected with vote ranges: For 92,824,350 to 94,704,497; Against 197,357 to 2,059,706; Abstained 102,073 to 1,084,400
• · Executive compensation advisory approval: 92,507,534 For, 2,303,553 Against, 196,632 Abstained
• · A&R Incentive Plan Board approval date: March 9, 2026; Proxy statement filing: March 18, 2026

12-05-2026

Marchex, Inc. (MCHX) entered into a Stock Purchase Agreement dated May 8, 2026, to acquire 100% of the outstanding shares of Archenia, Inc. from related party sellers for base consideration of $10 million in 6% interest-bearing convertible promissory notes, payable in three tranches on the 12-, 18-, and 24-month anniversaries of closing and convertible into Class B common stock at $1.80 per share. The deal includes potential earn-out consideration of 2 million Class B shares per year for the first two post-closing years if Archenia exceeds pre-closing revenue/Adjusted EBITDA and meets integration/customer retention targets. A special committee of independent directors approved the transaction with a fairness opinion from Craig-Hallum Capital Group LLC; closing is subject to majority disinterested stockholder approval and expected early Q3 2026.

• · Notes payable in three equal tranches on 12-, 18-, and 24-month anniversaries of closing.
• · Earn-out contingent on Archenia exceeding pre-closing 12-month revenue/Adjusted EBITDA and achieving integration/customer retention targets.
• · SPA contains customary representations, warranties, covenants, termination rights, and indemnification provisions.
• · Proxy statement with full SPA to be filed with SEC.

12-05-2026

Visa Inc. settled its previously announced exchange offer for outstanding Class B-1 and Class B-2 common stock on May 12, 2026, and entered into Makewhole Agreements effective May 11, 2026, requiring participating holders to reimburse Visa for future U.S. covered litigation escrow deposits after Class B-3 stock depletion. The agreements also impose staged transfer restrictions on Class C common stock received in the exchange. Estimated interchange reimbursement fees at issue in unresolved U.S. covered litigation claims totaled $17.4 billion as of May 11, 2026, excluding certain class actions and opt-outs, with the amount expected to continue increasing.

• · Makewhole Agreements provide for staged transfer of Class C common stock: up to one-third prior to June 25, 2026, and up to two-thirds prior to August 9, 2026.
• · Exchange offer terms described in prospectus dated April 13, 2026 (Form S-4, File No. 333-294062).

12-05-2026

Arteris reported strong Q1 2026 financial results with revenue of $22.9 million, up 39% YoY, record ACV plus royalties of $92.8 million (up 39% YoY), TTM variable royalties of $7.9 million (up 67% YoY), and RPO of $118.3 million (up 33% YoY). However, GAAP operating loss widened to $9.3 million from $7.7 million YoY due to one-time acquisition costs, though non-GAAP operating loss narrowed to $2.5 million from $3.2 million, and net cash decreased to $11.7 million from $33.9 million at year-end; additionally, CFO Nicholas B. Hawkins announced retirement effective August 31, 2026. Updated FY2026 guidance projects revenue of $91.0-95.0 million and non-GAAP operating loss of $4.5-8.5 million.

• · Q2 2026 guidance: ACV + royalties $95.0-99.0M, revenue $23.0-24.0M, non-GAAP operating loss $2.0-3.0M, free cash flow $2.0-8.0M
• · FY 2026 guidance: ACV + royalties $102.0-106.0M, revenue $91.0-95.0M, non-GAAP operating loss $4.5-8.5M, free cash flow $5.0-9.0M
• · CFO Nicholas B. Hawkins retirement effective Aug 31, 2026, due to family illness, no disagreements with company
• · Board initiated search for new CFO

12-05-2026

Flowserve Corporation issued $500 million aggregate principal amount of 5.700% Senior Notes due May 15, 2036, under a Sixth Supplemental Indenture with U.S. Bank Trust Company, to finance the pending Trillium Flow Acquisition. The notes carry semi-annual interest payments starting November 15, 2026, and include a Special Mandatory Redemption at 101% of principal if the acquisition is not consummated by February 4, 2027. No period-over-period financial performance data is provided in the filing.

• · Notes mature on May 15, 2036; Par Call Date is February 15, 2036.
• · Optional redemption prior to Par Call Date at greater of Treasury Rate + 20 bps (discounted to Par Call Date) or 100% of principal.
• · Indenture covenants limit liens on Principal Property and consolidations/mergers.
• · Notes are senior unsecured, rank equally with existing senior unsecured debt, effectively subordinated to subsidiary debt and secured debt.

12-05-2026

OptimizeRx reported Q1 2026 revenue of $19.8 million, down 10% YoY from $21.9 million due to MFN pricing dynamics and macroeconomic factors leading to measured customer spending. However, GAAP net loss narrowed to $(0.5) million from $(2.2) million, adjusted EBITDA increased to $3.3 million from $1.5 million, and non-GAAP net income rose to $2.7 million. The company updated FY2026 revenue guidance to $95-$100 million (unchanged adjusted EBITDA guidance of $21-$25 million), refinanced debt post-quarter for $1.5 million annual interest savings, and launched efficiency initiatives for $3 million annualized savings.

• · Debt outstanding at end of Q1 2026: $23.6 million
• · Cash and cash equivalents decreased to $20.2 million from $23.4 million QoQ
• · Percent of revenue from top 20 pharma manufacturers declined to 52% from 63% TTM
• · Net revenue retention declined slightly to 110% from 114% TTM

12-05-2026

Global Business Travel Group, Inc. announced the termination of employment for EVP and Chief Technology Officer John David Thompson effective May 31, 2026, with his responsibilities allocated to other senior leadership team members. The Compensation Committee approved a separation and release agreement on May 6, 2026, entered into on May 7, 2026, providing Mr. Thompson eligibility for severance benefits under his prior agreement and extended treatment of his equity awards (RSUs, PSUs, and certain stock options) as if employed until November 30, 2026, subject to conditions including release of claims and compliance with covenants.

• · Separation agreement includes general release of claims, subject to re-execution and non-revocation post-Departure Date.
• · Equity awards under 2022 Equity Incentive Plan and Management Incentive Plan; pre-December 2, 2021 stock options exercisable through the later of standard post-termination period or November 30, 2026.

12-05-2026

Alpha and Omega Semiconductor Limited completed the sale of approximately 20.3% of the outstanding equity interest in its joint venture for power semiconductor packaging, testing, and 12-inch wafer fabrication in Chongqing, China, to SIMIC Holdings Co., Ltd. The aggregate cash consideration of $150 million was fully received in four installments, with the final payment on May 11, 2026. The transaction is not significant under Rule 11-01(b)(2) of Regulation S-X, so no pro forma financial statements are provided.

• · Equity transfer agreement originally entered on July 14, 2025
• · Agreement filed as exhibit to Form 10-Q for quarter ended September 30, 2025 (filed November 6, 2025)

12-05-2026

Alaska Airlines, Inc., a subsidiary of Alaska Air Group, Inc., issued $500 million aggregate principal amount of 6.500% senior notes due 2031, fully guaranteed by the parent company. Separately, AS Mileage Plan IP Ltd., an indirect subsidiary, entered into an amendment incurring a new $500 million incremental senior secured term loan facility, secured by collateral from the Atmos Rewards loyalty program and ranking pari passu with existing $750 million term loans and $1.25 billion in loyalty notes. These financings provide additional liquidity but increase overall debt leverage with fixed and variable interest obligations.

• · Senior notes interest payable semiannually on June 1 and December 1, commencing December 1, 2026.
• · Notes redeemable prior to December 1, 2030 at greater of par or present value discounted at Treasury Rate plus 50 basis points.
• · Change of control triggers repurchase offer at 101% of principal.
• · Incremental term loans bear interest at Term SOFR (floor 0%) plus 2.00% margin.

12-05-2026

On May 7, 2026, the Talent & Compensation Committee of Entergy Corporation's Board approved amendments to the System Executive Retirement Plan (SERP) and Pension Equalization Plan (PEP), freezing benefits for participants separating from service after November 30, 2026, as if separation occurred on that date. Affected executives include Andrew S. Marsh (CEO), Haley R. Fisackerly (President and CEO of Entergy Mississippi, LLC), and Phillip R. May, Jr. (President and CEO of Entergy Louisiana, LLC). An additional amendment lowers Marsh's required age for early retirement consent from 65 to 60.

• · Filing signed by multiple Entergy subsidiaries including Entergy Texas, Inc.
• · Amendments subject to all other SERP/PEP provisions, including forfeiture conditions.

12-05-2026

Nick Lynton, Chief Legal and Privacy Officer of Cardlytics, Inc., notified his intent to resign effective the earlier of successor appointment or July 3, 2026, and entered a Transition Agreement on May 10, 2026, replacing his prior separation agreement. Under the agreement, he will continue services and receive current base salary and benefits until the effective date, followed by a $380,000 lump sum separation payment, up to 12 months of COBRA premium reimbursement, and an additional $70,320.21 lump sum in Q1 2027, subject to compliance and a release.

• · Resignation notified on May 10, 2026; Transition Agreement to be filed as exhibit to Q2 2026 10-Q (quarter ending June 30, 2026).
• · Post-successor appointment, Mr. Lynton transitions to non-officer advisory role until effective date.

12-05-2026

SecureTech Innovations, Inc. entered into two convertible promissory notes on May 8, 2026: a $112,500 principal note to Willow Creek Capital Holdings, LLC (net proceeds $100,000 after OID and fees) and a $445,000 principal note to Red Rock Development Group, LLC (net proceeds $400,000), both bearing 10% interest, maturing May 8, 2027, and convertible after six months at 60% of the lowest trading price over the prior 15 trading days. The company fully repaid and terminated a prior $150,000 CFI Capital note on May 11, 2026, for $244,362.33 including interest, prepayment, and standstill fees, with no conversions occurring. While securing $500,000 in net proceeds from the new notes, the deeply discounted conversion terms pose significant potential equity dilution risk.

• · Notes offered and sold under Section 4(a)(2) exemption to accredited investors
• · Company intends to repay both new notes in cash prior to maturity with no anticipated conversions
• · No shares issued under terminated CFI Note

12-05-2026

Amphenol Corporation issued and sold €600,000,000 aggregate principal amount of 3.375% Senior Notes due 2029 and €500,000,000 aggregate principal amount of 3.875% Senior Notes due 2034 on May 12, 2026, receiving net proceeds of approximately €1,093.1 million after underwriting discounts and expenses. The company intends to use the net proceeds to repay borrowings under its U.S. commercial paper program and 364-day unsecured delayed draw term loan credit agreement, as well as for general corporate purposes. The notes are unsecured senior obligations ranking equally with the company's other senior indebtedness.

• · Interest on both notes payable annually on May 12, beginning May 12, 2027.
• · 2029 Notes mature May 12, 2029; redeemable prior to April 12, 2029 with make-whole premium, or at par thereafter.
• · 2034 Notes mature May 12, 2034; redeemable prior to February 12, 2034 with make-whole premium, or at par thereafter.
• · Issued pursuant to Registration Statement No. 333-293923 and Indenture dated March 16, 2023.

12-05-2026

MKS Inc. held its 2026 Annual Meeting on May 11, 2026, where shareholders approved the Amended and Restated 2022 Stock Incentive Plan, increasing authorized common shares by 6,200,000, elected directors Peter J. Cannone III, Joseph B. Donahue, and Wissam G. Jabre, approved say-on-pay, and ratified PricewaterhouseCoopers LLP as auditors for the year ending December 31, 2026. The company's advisory proposal to reduce the special meeting threshold from 40% to 25% passed with strong support (51.7M for), while a shareholder proposal to reduce it to 10% failed overwhelmingly (38.8M against). Joseph B. Donahue received notably higher withheld votes (3,431,374) compared to the other nominees (around 436,000 each).

• · Proxy Statement filed March 31, 2026, detailing Amended Plan.
• · Amended Plan adopted by Board on February 9, 2026, subject to shareholder approval.
• · No broker non-votes on auditor ratification proposal.

12-05-2026

At the Annual Meeting on May 7, 2026, shareholders elected all ten director nominees with strong support, ranging from 35,580,585 to 37,040,256 For votes each and minimal Withheld votes under 1.6 million. Shareholders also ratified KPMG LLP as auditors (38,186,525 For), approved executive compensation advisory (34,868,918 For vs 1,583,310 Against), and approved the amended 2023 Omnibus Incentive Plan increasing shares reserved to 2,525,000 (34,693,675 For vs 1,757,113 Against). All proposals passed decisively with no significant opposition.

• · Proxy statement filed April 3, 2026, referenced for full Omnibus Plan details.
• · KPMG LLP ratified for year ending December 31, 2026.
• · Omnibus Plan prohibits recycling of shares tendered for taxes or exercise price.

12-05-2026

Ameresco, Inc. (NYSE: AMRC) announced the closing of its joint venture, Neogenyx Fuels, with HA Sustainable Infrastructure Capital, Inc. (NYSE: HASI), where Ameresco owns 70% and HASI owns 30%, contributing its biofuels business valued at a $1.8 billion post-money enterprise value. HASI committed $400 million to the JV, with $100 million distributed to Ameresco at closing. The transaction supports growth in advanced biofuels, and Ameresco reaffirmed its FY26 guidance from the May 4, 2026 earnings call.

• · Ameresco founded in 2000 and headquartered in Framingham, MA
• · Additional transaction details in Company’s Current Reports on Form 8-K filed with the SEC

12-05-2026

At its 2026 Annual Meeting of Stockholders on May 7, 2026, Archer-Daniels-Midland Company (ADM) stockholders elected all 13 director nominees, approved on an advisory basis the compensation of named executive officers, ratified Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026, and approved an amendment to the 2020 Incentive Compensation Plan increasing available shares by 9,000,000. A stockholder proposal requesting a report on pesticide use data in regenerative agriculture disclosures failed overwhelmingly. No officer departures or elections were reported.

• · Proposal 1 director election For votes ranged from 375,603,213 (J.R. Luciano) to 387,707,812 (D.R. McAtee II), with Against votes up to 16,250,861 (P.J. Moore).
• · Proposal 2 (executive compensation): For 377,036,214; Against 13,692,455.
• · Proposal 3 (auditor ratification): For 418,977,505; Against 18,167,625.
• · Proposal 4 (IC Plan amendment): For 378,037,433; Against 12,430,162.
• · Proposal 5 (stockholder proposal): For 34,414,743; Against 354,197,019.

12-05-2026

CarMax, Inc. (NYSE: KMX) announced the planned addition of Robert O’Shaughnessy, former EVP and CFO of PulteGroup and Penske Automotive Group, to its Board of Directors, subject to shareholder approval at the 2026 Annual Meeting, alongside the retirements of directors Shira Goodman and Mitchell Steenrod who will not stand for re-election. Post-meeting, the Board will consist of 11 directors, nine independent, with Tom Folliard as non-executive Chair and Mark O’Neil as Lead Independent Director. The company highlighted FY2026 performance including sales of approximately 780,000 used vehicles, 540,000 wholesale vehicles, and $8 billion in auto loan originations adding to a $16 billion portfolio.

• · Robert O’Shaughnessy retired as EVP of PulteGroup in March 2026, served as CFO from May 2011 to February 2025, and previously as CFO of Penske Automotive Group from 2007 to 2011.
• · CarMax has been recognized for 22 consecutive years as one of the Fortune 100 Best Companies to Work For.
• · Annual Meeting of Shareholders scheduled for 2026 to approve O’Shaughnessy’s election.