US Material Events SEC 8-K Filings — May 18, 2026

18-05-2026

FOXO TECHNOLOGIES INC. filed an 8-K on May K on May 18, 2026, disclosing Item 1.01 (Entry into a Material Definitive Agreement) and Item 9.01 (Financial Statements and Exhibits). No specific terms, dollar amounts, or strategic details are provided in the summary, making it impossible to assess materiality or directional impact. The filing is multi item but lacks quantitative disclosure.

• · Filing date: May 18, 2026
• · Company: FOXO TECHNOLOGIES INC.
• · 8 K Items: 1.01 and 9.01
• · Size: 9 MB (indicates exhibits likely attached)
• · No dollar amounts, share counts, or percentage changes disclosed in the summary.

18-05-2026

NEXTERA ENERGY INC filed an 8-K on May 18, 2026, disclosing Items 1.01 (Entry into a Material Definitive Agreement), 7.01 (Regulation FD Disclosure), and 9.01 (Financial Statements and Exhibits). The filing size is 11 MB, indicating substantive exhibit attachments, but the specific terms, counterparties, and financial details of the agreement are not provided in the available metadata. Without the filing text, no performance metrics or directional changes can be assessed.

18-05-2026

On May 12, 2026, directors Derek Small and Mark DiPaolo resigned from Innoviva's board to focus on Syndeio BioSciences (a company Innoviva has invested in), with no disagreement related to Innoviva's operations. On May 18, 2026, the board elected Josephine Linden as a new independent director; she will receive initial equity awards totaling $331,250 in restricted stock units and options for 9,166 shares. The changes are part of normal governance adjustments and do not indicate any negative performance trends.

• · The resignations were to allow Messrs. Small and DiPaolo to focus on the growth of Syndeio BioSciences, a company in which Innoviva has made a series of investments.
• · Josephine Linden was a Partner and Managing Director at Goldman Sachs for over 25 years and holds an MBA from the University of Chicago.
• · Linden is expected to serve on the Board's Audit Committee and qualifies as an independent director under SEC and Nasdaq rules.
• · The Initial RSU Award vests in equal annual installments over two years; the Prorated Annual RSU Award and Option vest in a single installment at the earlier of the next annual meeting or one year from the effective date.
• · All unvested RSUs and options will immediately vest upon death, disability, or a change in control of the company.

18-05-2026

Flagstar Bank, N.A. announced a one-year extension of CEO Joseph Otting's employment agreement through March 2028, reflecting board confidence in his leadership and the bank's return to profitability. Richard Raffetto and Lee Smith were appointed Co-Presidents and Co-Chief Operating Officers with expanded responsibilities, while Bao Nguyen became Chief Legal Officer and COO/COO for Consumer and Retail Banking, Sydney Menefee became Chief Audit Executive, and Peter Sullivan became General Counsel. The bank reported $87.1B in assets, $60.7B in loans, $66.8B in deposits, and $8.1B equity as of March 31, 2026.

• · Otting relinquishes the title of President but remains Executive Chairman and CEO.
• · Raffetto will lead all commercial lending, relationship banking, commercial real estate, consumer banking, and private banking.
• · Smith retains CFO role and adds oversight of human resources, information technology, and operations.
• · Nguyen will oversee strategic planning, regulatory affairs, and community investment functions.
• · Menefee will transition to Chief Audit Executive by end of June, reporting to Audit Committee Chair and CEO.
• · Sullivan assumes day-to-day management of the legal department as General Counsel.

18-05-2026

Ideal Power announced a $30.0 million registered direct offering of 5,291,005 shares of common stock (or equivalents) priced at market under Nasdaq rules, expected to close on May 18, 2026. The company intends to use net proceeds to advance commercialization of its B-TRAN bidirectional semiconductor power switch, including customer design-ins, custom development programs, and initial production ramp with strategic partners. While the offering strengthens the balance sheet at a pivotal moment, it will dilute existing shareholders.

• · The offering is made pursuant to an effective shelf registration statement on Form S-3 (No. 333-292492) declared effective on January 9, 2026.
• · A prospectus supplement and accompanying prospectus will be filed with the SEC.
• · The sole placement agent is Titan Partners, a division of American Capital Partners.
• · CEO David Somo highlighted accelerating demand for data centers and power as a driver for the financing.
• · Proceeds will also be used for general corporate and working capital purposes.
• · The offering is priced at market under Nasdaq rules, not a fixed per-share price.

18-05-2026

ImmunityBio entered an exclusive U.S. Development and Supply Agreement with Japan BCG Laboratory for the Tokyo strain of BCG, aiming to address the chronic BCG shortage in the U.S. The agreement follows a positive Phase III readout (SWOG S1602) demonstrating non-inferior efficacy of the Tokyo strain versus TICE BCG in BCG-naïve high-grade NMIBC, with a hazard ratio of 0.82 (95.8% CI 0.63–1.08) against a non-inferiority margin of 1.34. ImmunityBio plans to engage the FDA to pursue U.S. approval and serve as the sole BLA applicant, while continuing its Expanded Access Program for recombinant BCG through its partnership with Serum Institute of India.

• · The Tokyo strain of BCG has been used in Japan for almost 30 years for high-risk NMIBC.
• · SWOG S1602 enrolled 1,000 patients (984 eligible) between February 2017 and December 2020, randomized 1:1:1 to TICE BCG (n=330), intravesical Tokyo-172 BCG (n=327), or intradermal priming + intravesical Tokyo-172 BCG (n=327).
• · Progression-free survival was similar across all arms.
• · The BCG shortage in the U.S. has persisted for over a decade.
• · ANKTIVA is FDA-approved in combination with BCG for BCG-unresponsive NMIBC with CIS; the Tokyo strain is investigational in the U.S.
• · The partnership gives ImmunityBio a second potential BCG source (the first being Serum Institute's rBCG).

18-05-2026

Akamai Technologies proposes to offer $2.6 billion aggregate principal amount of 0% convertible senior notes in two tranches ($1.3 billion due 2030 and $1.3 billion due 2032), with an option for initial purchasers to buy an additional $400 million. Proceeds will fund accelerated capital expenditures for the Cloud Infrastructure Services (CIS) business and a $350 million share repurchase, partially offset by costs of convertible note hedge transactions. The notes carry no regular interest and are unsecured; dilution from conversion will be hedged, but warrant transactions could cause future dilution if the stock exceeds the strike price.

• · The notes are offered only to qualified institutional buyers under Rule 144A and are not registered under the Securities Act.
• · Notes are senior unsecured obligations; no regular interest accrues, only special interest if triggered.
• · Conversion settlement is cash up to principal amount; excess conversion value may be settled in cash, shares, or a combination at Akamai's election.
• · Option Counterparties are expected to enter into share and derivative transactions that could affect Akamai's stock price at pricing and during the life of the notes.
• · If a fundamental change occurs, holders can require repurchase at 100% of principal plus accrued special interest.
• · The offering is subject to market conditions and there is no assurance of completion.

18-05-2026

GMR Solutions Inc. entered into a Tax Receivable Agreement (TRA) on May 14, 2026, with KKR GMR Consolidated Aggregator LLC and other parties, effective upon the IPO closing date. The TRA provides for payments to TRA parties based on realized tax benefits from tax attributes and imputed interest, with payment mechanisms, subordination, and change-of-control provisions. No specific monetary amounts or financial impacts are disclosed in the filing excerpt.

• · The TRA defines 'Change of Control' events (e.g., acquisition of >50% voting power, merger, liquidation) that can trigger accelerated payment obligations.
• · The agreement includes a subordination clause (Article V) prioritizing payments under the TRA over certain other obligations.
• · Disputes under the TRA are to be resolved through an expert determination process (Section 7.9) or litigation in Delaware.
• · The TRA contains confidentiality provisions and a TRA Party Representative (KKR GMR Consolidated Aggregator LLC) to act on behalf of all TRA parties.

18-05-2026

Brand Engagement Network Inc. entered into a definitive Reseller Agreement with Accelevate Solutions on May 14, 2026, granting its subsidiary SKYE AI USA, LLC exclusive rights to the African continent for an initial five-year term, subject to annual renewal based on minimum revenue thresholds. The licensor will receive 35% of gross revenue (excluding hardware) from sales. While this expands the company's footprint in Africa, the revenue-sharing obligation and performance-based renewal introduce future financial commitments and uncertainties.

• · The agreement includes a joint Pricing Committee and standard indemnification and confidentiality provisions.
• · Exclusive rights are subject to annual renewal based on minimum revenue thresholds for subsequent consecutive years.
• · The Company previously disclosed a letter agreement with Accelevate on April 22, 2026, which led to this definitive agreement.
• · The Company is an emerging growth company and has elected not to use the extended transition period for complying with new financial accounting standards.

18-05-2026

Bitcoin Depot Inc. filed an 8-K on May 18, 2026, reporting multiple material events including a bankruptcy or receivership (Item 1.03), triggering events that accelerate direct financial obligations (Item 2.04), and departure of directors or officers (Item 5.02). The filing indicates a severe financial distress leading to bankruptcy proceedings, but specific financial details, dollar amounts, and names are not disclosed in the provided summary.

• · Filing includes multiple 8-K items (1.03, 2.04, 5.02, 7.01, 9.01) indicating a comprehensive material event.
• · Exact dollar amounts, share counts, and specific executive names are NOT_DISCLOSED in the provided summary.
• · Sector not specified; Bitcoin Depot Inc. is a Bitcoin ATM operator (known from public information, but not in filing).

18-05-2026

LiveRamp reported Q4 FY26 revenue of $206M (+9% YoY) and FY26 revenue of $813M (+9% YoY), with record annual operating cash flow of $168M. However, Q4 operating cash flow declined to $59M from $63M in the prior year, and FY26 non-GAAP gross margin compressed by 1 percentage point to 73%. The company also announced a definitive agreement to be acquired by Publicis Groupe for $38.50 per share in an all-cash transaction valued at $2.5B equity, representing a 30% premium to the closing price on May 15, 2026.

• · Q4 FY26 GAAP diluted EPS was $1.12 (benefited from deferred tax valuation allowance release), non-GAAP diluted EPS $0.52.
• · FY26 GAAP diluted EPS $2.24, non-GAAP diluted EPS $2.27.
• · Subscription net retention improved to 107% in Q4; platform net retention was 108%.
• · Q4 FY26 share repurchases totaled 2.8 million shares for $76M; FY26 total 7.1 million shares for $194M.
• · Remaining share repurchase authorization of $262M as of March 31, 2026, expiring December 31, 2027.
• · Appointed Kristi Argyilan to the Board of Directors on February 11, 2026.
• · LiveRamp will not host earnings conference call due to pending acquisition.
• · Transaction expected to close by end of calendar 2026, subject to shareholder approval and customary conditions.
• · Q4 FY26 GAAP operating margin of 7% expanded 14 percentage points YoY; non-GAAP operating margin 20% expanded 7 points.
• · FY26 GAAP operating margin 10% expanded 10 points; non-GAAP 22% expanded 4 points.
• · FY26 GAAP gross margin flat at 71%; non-GAAP gross margin compressed 1 point to 73%.

18-05-2026

Perma-Fix Environmental Services announced an underwritten public offering of common stock to fund capacity upgrades at its Northwest Richland facility, continued development of its patent-pending Perma-FAS technology for PFAS destruction, and general corporate purposes. Craig-Hallum is acting as sole managing underwriter. The offering is subject to market conditions, with no assurance of completion or final terms.

• · The offering is made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-283555) declared effective on December 12, 2024.
• · The preliminary prospectus supplement and accompanying prospectus will be filed with the SEC and available on the SEC's website or from Craig-Hallum.

18-05-2026

Faraday Future announced $25M in new convertible note financing, bringing total financing to $70M over two months (including $45M from April), sufficient to support Phase 1 of its EAI robotics strategy by end of 2026. The company raised its full-year shipment target to 1,500 units and declared a shift from liquidity-driven to capital-structure-driven financing. However, only $12.5M is immediately available to the operating account; the remainder is in controlled accounts subject to conditions, and the company continues to face significant risks including insufficient share capital and Nasdaq compliance requirements.

• · SEC investigation concluded with no penalties.
• · Founding team has fully returned to the company.
• · The $25M convertible notes are unregistered and subject to trading restrictions.
• · Of the $25M, $12.5M is directly in the operating account; the remaining $12.5M is in controlled accounts with conditions for release.
• · The full strategic plan (upgraded from Ten-Punch Combo to Five Key Transformations) will be unveiled in YT's Investor Weekly Report on Sunday.
• · Key application scenarios: education, security inspection, reception and guided tours, performance, and university research.
• · Company expects to move EAI Vehicle business away from high-cost short-term funding toward operating cash flow, industry partnerships, and long-term capital.

18-05-2026

Flux Power Holdings, Inc. entered into a committed equity facility with Roth Principal Investments, LLC, allowing the company to sell up to $40,000,000 of common stock at its sole discretion over a 36-month period. The agreement includes multiple purchase mechanisms (Market Open, Intraday, Pre-Market, Post-Market) and conditions such as a minimum stock price threshold of $0.50 per share. This facility provides potential capital but may lead to dilution for existing shareholders.

• · The per share purchase price for all purchase types is calculated at a fixed 3.0% discount to the applicable VWAP.
• · The registration rights agreement covers up to 38,461,538 shares of common stock.
• · The facility includes a threshold price of $0.50 per share, below which no purchases can be initiated on that trading day.
• · The company may also conduct Intraday Purchases after 10:00 a.m. and before 2:00 p.m. New York City time on qualifying trading days.
• · Pre-Market Purchases are limited to a maximum of 1,000,000 shares and up to 20% of trading volume, with notices delivered between 7:00 a.m. and 8:30 a.m. New York City time.
• · The company has no obligation to sell any shares under the agreement.

18-05-2026

Wyndham Hotels & Resorts CEO Geoff Ballotti disclosed his diagnosis of Multiple Myeloma, a treatable form of bone cancer, which was caught early. He stated his prognosis is favorable and that he will continue working largely as usual while reducing travel, with the full support of the Board. The company reaffirmed its strong start to the year and confidence in delivering value to stakeholders.

• · Geoff Ballotti has been with Wyndham for nearly 20 years.
• · His diagnosis followed two months of chest and back pain initially attributed to an exercise injury.
• · Treatment has begun at Beth Israel/Dana-Farber in Boston, one of the world's leading cancer centers.
• · The Board was notified last week and supports the CEO's continued engagement with reduced travel.

18-05-2026

Context Therapeutics entered into an amendment to its exclusive license agreement with BioAtla for CT-202, its Nectin-4 x CD3 T cell engager. The amendment removes all future milestone and royalty obligations in exchange for a $4.5 million upfront payment and a second $2.0 million payment due by August 1, 2026, granting Context a fully paid-up, non-terminable license. The company expects to initiate a Phase 1 clinical trial for CT-202 in the third quarter of 2026.

• · CT-202 targets Nectin-4, a cell surface protein overexpressed in bladder, colorectal, lung, and breast cancers.
• · CT-202 is a pH-dependent TCE designed for preferential activity within the tumor microenvironment.
• · The clinical trial identifier for the Phase 1 study is NCT07545122.
• · Context's pipeline includes CTIM-76 (Claudin 6 x CD3 TCE) and CT-95 (Mesothelin x CD3 TCE).

18-05-2026

18-05-2026

LanzaTech Global, Inc. entered into a securities purchase agreement to sell 2,000,000 shares of common stock at $10.00 per share in a registered direct offering, generating gross proceeds of $20.0 million. Concurrently, the company amended its existing subscription agreement with LanzaTech Global SPV, LLC, lowering the cash balance threshold for additional share purchases from $40 million to $30 million. Net proceeds from the offering will be used for general corporate purposes.

• · The offering was conducted under an effective shelf registration statement on Form S-3 (File No. 333-279239).
• · Closing of the offering is expected on May 18, 2026.
• · The PIPE subscription amendment also provided that LT Global consented to the offering in connection with its consent rights over future financings.
• · The Company has until May 13, 2027, to require LT Global to purchase up to an additional $20.0 million of shares, subject to the lowered cash requirement of $30 million.

18-05-2026

Gossamer Bio, Inc. filed an 8-K on May 18, 2026, reporting multiple material events including entry into a definitive agreement (Item 1.01), results of operations (Item 2.02), officer changes (Item 5.02), Regulation FD disclosure (Item 7.01), and other events (Item 8.01). However, the filing content is not provided in the query, so specific financial metrics, transaction details, and officer names are unavailable. The filing is multi-item and likely mandatory due to the inclusion of financial results. Without actual data, a directional assessment is not possible.

18-05-2026

AstroNova, Inc. entered into a settlement agreement on May 15, 2026, resolving all claims related to the May 2024 acquisition of MTEX New Solution by AstroNova Portugal. Key terms include the transfer of an industrial property in Porto, Portugal (valued at €2.5 million) to AstroNova Portugal, waiver of lease amounts owed by MTEX, and release of personal guarantees by Mr. Ferreira. Pending arbitration proceedings in Portugal will be terminated upon property registration. The settlement removes legal uncertainties and provides AstroNova with a tangible asset without additional cash outlay.

• · The settlement includes a mutual release of all claims between the parties
• · Atlantiprestigio will waive its right to receive any amounts from MTEX under the lease agreement for the property
• · AstroNova and AstroNova Portugal agreed to cause Mr. Ferreira and his spouse to be released from certain personal guarantees for loans extended to MTEX
• · Pending arbitration proceedings in the Arbitration Center in Oporto, Portugal will be terminated upon definitive registration of the property
• · The settlement also addresses allocation of arbitration costs

18-05-2026

Spring Valley Acquisition Corp. III filed an 8-K on May 18, 2026, disclosing Amendment No. 1 to its Business Combination Agreement with General Fusion Inc. and NewCo (1573562 B.C. Ltd.). The amendment modifies the transaction timeline so that the SPAC Redemption of shares occurs immediately prior to the SPAC Continuation (instead of after), and updates various definitions and conditions. The amendment also adopts a SPAC Equity Incentive Plan reserving 15% of post-closing SPAC Common Shares for issuance.

• · The amendment was executed on May 12, 2026, and amends the original Business Combination Agreement dated January 1, 2026.
• · The SPAC Redemption is now required to occur no later than immediately prior to the SPAC Continuation, rather than at Closing.
• · Redeeming Shareholders must have validly exercised Redemption Rights under Section 53.4 of the SPAC Memorandum and Articles of Association.
• · The SPAC Equity Incentive Plan will be a customary public company rolling evergreen plan, with initial share reserve equal to 15% of shares outstanding immediately after Closing.
• · The Plan of Arrangement and SPAC Closing Articles were replaced with updated versions attached as exhibits to the amendment.
• · The amendment is governed by the laws of British Columbia and attorns to the exclusive jurisdiction of courts in the Province of British Columbia.

18-05-2026

T. Rowe Price announced leadership appointments to advance strategy and innovation. Eric Veiel becomes President effective June 1 while retaining co-head of Global Investments and CIO roles; Sébastien Page becomes co-head of Global Investments and CIO; Wyatt Lee will head Global Multi-Asset effective October 1. The firm reported $1.83 trillion in client assets as of April 30, 2026, with about two-thirds retirement-related.

• · Eric Veiel has been with T. Rowe Price for more than 20 years.
• · Sébastien Page has 25 years of investment experience.
• · Wyatt Lee has over 30 years of investment experience and joined the firm in 1999.
• · Wyatt Lee will be appointed to the Management Committee effective January 1, 2027.
• · Sébastien Page will remain acting head of Global Multi-Asset through September 30.
• · About two-thirds of the $1.83 trillion AUM are retirement-related.

18-05-2026

VIAVI Solutions announced a routine rotation of its Audit Committee chair, with independent director Joanne Solomon replacing Donald Colvin effective May 12, 2026, as part of board refreshment and succession planning. Additionally, independent director Doug Gilstrap was appointed to the Corporate Development Committee. No disagreements were involved in these changes.

• · Donald Colvin will continue to serve as an independent member of the Board and Audit Committee.
• · Joanne Solomon has served as an independent director since February 2022 and qualifies as an 'audit committee financial expert' under Regulation S-K.
• · Doug Gilstrap joined the Board in November 2022 and also serves on the Compensation Committee.

18-05-2026

The filing is an SEC Form 8-K filed by Vishay Intertechnology Inc. on May 18, 2026, covering Items 5.02 (departure/appointment of officers), 5.07 (submission of matters to vote), 8.01 (other events), and 9.01 (financial statements and exhibits). However, the filing summary provided contains no specific details on the nature of the officer change, the individuals involved, or any quantitative data. Without access to the full filing text, no actionable information can be extracted.

18-05-2026

FedEx Freight Holding Company, Inc. filed an 8-K under Item 5.02, including cautionary forward-looking statements regarding its planned tax-free separation of the FedEx Freight business into a new publicly traded company. The filing was signed by C. Edward Klank III as President, though no specific officer departure or election details were provided in the content.

• · The filing date is May 18, 2026, with an event date of May 14, 2026.
• · The forward-looking statements include risks such as potential uncertainty during the pendency of the separation, possibility the separation will not be completed on time or at all, and potential disruption to existing business relationships.
• · The filing references a Registration Statement on Form 10 filed in connection with the separation.

18-05-2026

Inspired Entertainment announced the departure of James Richardson as EVP and CFO, effective May 14, 2026, and the promotion of Craig Wilson, previously VP of Finance and Accounting, to the role. Wilson will assume responsibilities immediately, and Richardson will remain available for a three-month transition. The filing includes no financial results or performance metrics.

• · Craig Wilson joined Inspired in 2025 as VP of Finance and Accounting.
• · Prior to Inspired, Wilson spent six years at Charles River Laboratories as Director of Accounting and Global Consolidations.
• · Wilson was Financial Controller, International Corporate at Walgreens Boots Alliance from 2014 to 2019.
• · Wilson holds a BA in accounting from Napier University and is a chartered accountant with ICAS (certified 2013).

18-05-2026

Addentax Group Corp. completed the acquisition of Time Is Loan Limited on May 15, 2026, through its wholly owned subsidiary Yingxi Industrial Chain Investment Co., Ltd. The acquisition was executed via a share exchange agreement dated April 22, 2026, with the seller, Ms. OR Shan Shan, receiving 137,790 shares of Addentax common stock. The shares were issued under Regulation S exemption, and no cash consideration or financial terms were disclosed.

• · The Share Exchange Agreement was originally filed as an exhibit to an 8-K on April 28, 2026.
• · The issuance of shares was exempt from registration under Regulation S (offshore transaction, non-U.S. person seller).
• · No financial terms (e.g., revenue, profit, valuation) of the target or acquisition were disclosed in this filing.

18-05-2026

AiXin Life International announced the resignation of Xinliang Li (Christopher Lee) from its Board of Directors effective May 18, 2026. Mr. Lee served as Chair of the Audit Committee and as a member of the Compensation Committee and Nominating and Corporate Governance Committee. The resignation was not due to any disagreement with the company on matters relating to operations, policies, or practices.

• · The company provided a copy of this Form 8-K to Mr. Lee prior to filing with the SEC.
• · The company is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
• · Mr. Lee's resignation was not due to any disagreement with the company.

18-05-2026

Cellectar Biosciences announced that director Stefan D. Loren, Ph.D. will not stand for reelection at the 2026 annual meeting and will instead serve as a consultant for one year starting July 8, 2026, receiving $15,000 per quarter and a stock option grant of 15,000 shares. Separately, the company appointed Andrew Gu, designated by Nantahala Capital Management, to the board as a Class III director and Audit Committee member, effective May 18, 2026. No disagreements were cited regarding Loren's departure.

• · Stefan Loren's consulting term is one year, effective July 8, 2026, with options exercisable for 10 years from grant dates.
• · Andrew Gu holds a B.S. in Economics (Finance) and B.A. in Neuroscience from University of Pennsylvania, Vagelos Life Sciences and Management Program, and has been an analyst at Nantahala since June 2021.
• · The Board Designation Side Letter requires Nantahala's designee to be appointed no later than June 5, 2026.
• · The company previously entered into a securities purchase agreement on May 4, 2026 with institutional investors (not detailed in this filing).

18-05-2026

Berto Acquisition Corp. II announced the pricing of its upsized initial public offering of 27,400,000 units at $10.00 per unit, raising $274,000,000. The units began trading on Nasdaq under the symbol GUACU on May 15, 2026, and the offering closed on May 18, 2026. The SPAC, sponsored by Harry You, intends to pursue a business combination, with a particular focus on opportunities in AI and the AI infrastructure supply chain ecosystem.

• · Each unit consists of one ordinary share and one-third of one redeemable warrant; ordinary shares and warrants will trade separately under symbols 'GUAC' and 'GUACW'.
• · The underwriter (Needham & Company) has a 45-day option to purchase up to 4,110,000 additional units to cover over-allotments.
• · Harry You has sponsored ten previous SPACs and assisted in the $67 billion Dell/EMC acquisition and the $92 billion Broadcom/VMware acquisition.
• · The Company has raised over $2 billion in capital across multiple SPAC and deSPAC transactions.
• · Legal counsel to the Company includes White & Case LLP and Ogier (Cayman) LLP; Mintz Levin serves as underwriters' counsel.

18-05-2026

Clear Channel Outdoor Holdings, Inc. entered into a Third Amendment to its ABL Credit Agreement on May 15, 2026, to facilitate its planned merger under a February 9, 2026 Merger Agreement. The amendment extends the maturity date of revolving credit commitments for consenting lenders and adds $50,000,000 in incremental revolving commitments, bringing total revolving commitments to $250,000,000. The company also agreed to reduce its Term/Revolver Credit Agreement commitments to $0 and pay consent fees of 0.20% on existing commitments and 0.30% on incremental commitments.

• · The amendment is conditioned on the closing of the merger under the Agreement and Plan of Merger dated February 9, 2026.
• · Conditions to effectiveness include receipt of legal opinion from Freshfields US LLP, a solvency certificate, and certification of no Default or Event of Default.
• · The Term/Revolver Credit Agreement commitments will be reduced to $0 substantially concurrently with the Third Amendment Effective Date.
• · Consent fees are payable on or prior to the Merger Agreement Closing Date, and only if the closing occurs.
• · The Administrative Agent may require adjustments to participations in Letters of Credit and Swingline Loans to ensure pro-rata allocation among all Lenders after the incremental increase.

18-05-2026

FedEx Corporation announced the resignation of Guy M. Erwin II, Corporate Vice President and Chief Accounting Officer, effective May 31, 2026, to join FedEx Freight Holding Company as Senior Vice President – Chief Accounting Officer. The resignation is not due to any disagreement with the company. Claude F. Russ, currently Enterprise Vice President, Finance and recently named Interim Chief Financial Officer effective June 1, 2026, will serve as Interim Chief Accounting Officer effective June 1, 2026, until a permanent successor is appointed.

• · Mr. Erwin will continue in his current role until May 31, 2026.
• · Mr. Russ has served as Enterprise Vice President, Finance since June 2024 and previously held various senior roles at FedEx Dataworks and FedEx Freight.
• · No family relationship between Mr. Russ and any director or executive officer, and no transactions subject to Item 404(a) of Regulation S-K.

18-05-2026

Old Republic International Corporation priced a $700 million registered public offering of 5.700% Senior Notes due 2036 on May 13, 2026, with Morgan Stanley and PNC Capital Markets as representatives. The notes mature June 1, 2036, bear interest semi-annually, and are issued under an indenture with Wilmington Trust Company. This financing creates a direct financial obligation and includes customary redemption provisions.

• · Underwriting Agreement dated May 13, 2026, with representatives Morgan Stanley and PNC Capital Markets.
• · Base Indenture dated August 15, 1992, supplemented by Ninth Supplemental Indenture dated May 18, 2026.
• · Interest payment dates: June 1 and December 1, starting December 1, 2026.
• · Par Call Date is March 1, 2036 (3 months prior to maturity). Prior to that date, redemption price is greater of 100% of principal or present value at Treasury Rate plus 20 bps; on/after Par Call Date, redemption at 100% of principal plus accrued interest.
• · Registration statement on Form S-3 (No. 333-277713) filed March 6, 2024.
• · Prospectus supplements filed May 13, 2026 (preliminary and final).

18-05-2026

MediaAlpha, Inc. announced the appointment of Lauren StClair to its Board of Directors effective May 15, 2026. Ms. StClair brings over 20 years of technology finance leadership, currently serving as CFO of Slice Technologies and previously as CFO of NerdWallet and senior finance roles at eBay. She will also join the Audit Committee.

• · Ms. StClair holds a Bachelor of Science from Stanford University and an MBA from Duke University's Fuqua School of Business.
• · MediaAlpha operates with more than 1,150 active partners and generated over 141 million Consumer Referrals in 2025.
• · Ms. StClair has over 20 years of finance leadership at technology and digital-commerce companies.
• · Prior to Slice Technologies, she spent more than four years as CFO of NerdWallet (Nasdaq: NRDS).
• · Her earlier career includes 13 years at eBay in roles such as CFO of eBay North America and CFO/Interim GM of StubHub International.
• · The appointment is effective May 15, 2026, and Ms. StClair will also serve on the Audit Committee.

18-05-2026

Builders FirstSource announced a planned leadership succession: Mike Hiller appointed COO-Designate to succeed Steve Herron, who will retire on December 31, 2026. Additionally, Coley O'Brien was appointed Chief Human Resources Officer, succeeding Hiller. The transitions are part of a planned succession to ensure continuity and leverage internal and external talent.

• · Steve Herron joined Builders FirstSource through the 2015 acquisition of ProBuild Holdings and has over 40 years of industry experience.
• · Mike Hiller previously served as Vice President of BMC's Intermountain Region before the 2021 merger, later became President of the Central Division, and most recently was Chief Talent Officer.
• · Coley O'Brien joins from The Wendy's Company, where he served as Chief People Officer since 2007 leading global HR strategy.
• · Builders FirstSource is headquartered in Irving, Texas, operates ~570 locations across 43 states, and serves 48 of the top 50 CBSAs.

18-05-2026

Babcock & Wilcox Enterprises announced the pricing of an underwritten public offering of 10,810,811 shares of common stock at $18.50 per share, with gross proceeds of approximately $200 million. The net proceeds will be used to prepay and reborrow under its Credit Agreement to fund project-related capital, working capital, growth initiatives including AI data center power generation and BrightLoop technology commercialization, potential acquisitions, and balance sheet strengthening. The offering, led by B. Riley Securities, is expected to close on May 18, 2026, but will dilute existing shareholders may face dilution from the new shares and the underwriters' 30-day option to purchase an additional 15%.

• · The offering is being made under a shelf registration statement effective April 8, 2025.
• · Underwriters have a 30-day option to purchase up to an additional 15% of the shares at the public offering price less discounts.
• · B. Riley Securities is the lead book-running manager; Craig-Hallum and Lake Street Capital Markets are joint book-running managers; Northland Capital Markets is co-manager.
• · The offering is expected to close on May 18, 2026.
• · Use of proceeds includes prepaying Credit Agreement amounts and reborrowing to fund project-related capital and working capital needs for steam turbine and boiler production capacity.

18-05-2026

Advanced Energy Industries Inc. entered into a call option transaction (convertible note hedge) with a dealer as part of its offering of Convertible Senior Notes due 2031. The hedge is intended to reduce potential dilution from conversion of the notes, using a Modified American call option structure under an ISDA Master Agreement. Many specific terms (e.g., strike price, premium, number of options) were left as placeholders in the filing, indicating a draft template or that final amounts were not disclosed.

• · The call option is subject to an ISDA 2002 Master Agreement with the laws of New York as governing law.
• · The option is styled as 'Modified American' and can be automatically exercised on conversion dates after the Free Convertibility Date (February 15, 2031).
• · The transaction includes provisions for automatic exercise of remaining repurchase options before the Expiration Date (May 15, 2031).
• · The Shares are AEIS common stock (par value $0.001 per share) listed on the Nasdaq Global Select Market.
• · The confirmation references both a Base Call Option and an Additional Call Option (greenshoe), but the filing does not specify which this covers.

18-05-2026

The filing indicates a Form 8-K covering Items 5.02 (Officer/Board changes) and 5.07 (Shareholder vote) for CVS Health Corp on May 18, 2026. However, the actual filing text is not provided, so no specific individuals, positions, or voting outcomes can be extracted. Without the filing content, no actionable analysis is possible.

18-05-2026

Arrive AI Inc. entered into a Standstill Agreement with investor Streeterville Capital, LLC on May 14, 2026, restricting the investor from delivering Purchase Notices under outstanding Pre-Paid Purchases from May 14, 2026 to December 31, 2026, unless the company's stock trades at a price at least 15% above the Nasdaq Minimum Price. No additional cash or property was exchanged. The standstill terminates upon material breach or default by the Company.

• · Investor may submit purchase notices during the standstill period on any trading day where the stock price is at least 15% greater than the Nasdaq Minimum Price under Rule 5635(d).
• · The standstill period runs from May 14, 2026 to December 31, 2026.
• · No additional cash or other property consideration was exchanged for the Standstill Agreement.
• · Outstanding pre-paid purchases remain in full force and effect except for the delivery restriction during the standstill.

18-05-2026

Penguin Solutions appointed David Heard, President of Network Infrastructure at Nokia, to its board of directors, effective May 18, 2026. Heard brings over three decades of experience in scaling technology infrastructure, optical networking, and global operations. The appointment is intended to strengthen the company's AI Factory Platform strategy as enterprises accelerate adoption of inference and agentic AI workloads. No financial data or performance metrics were disclosed in the filing.

• · David Heard joined Nokia in February 2025 following its acquisition of Infinera, where he served as CEO.
• · Heard holds a Master of Science in Management as a Sloan Fellow from Stanford Graduate School of Business, an MBA from University of Dayton, and a BA in Production and Operations Management from Ohio State University.
• · He previously served on Infinera's board from November 2020 to February 2025 and currently serves on the Max M. Fisher College of Business Alumni Board.
• · The press release includes standard forward-looking statements and risk factors related to the company's growth strategy.

18-05-2026

Blue Bird Corporation's subsidiary entered into an agreement with Pacific Life to transfer pension obligations for 2,044 participants via group annuity contracts, settling approximately $94 million in remaining Plan liabilities as of April end 2026. The company also completed $13 million in lump-sum distributions in April 2026. While this de-risks the pension plan, it expects a material non-cash pension settlement charge in its third fiscal quarter ending June 27, 2026. The transactions are funded entirely by Plan assets with no additional company funding required.

• · The Plan is a frozen defined benefit pension plan qualified under the Internal Revenue Code.
• · The premium paid to Pacific Life is confidential but less than the total current amount of Plan assets.
• · The transaction is expected to close on May 19, 2026, with Pacific Life assuming liability as of August 1, 2026.
• · The material non-cash pension settlement charge will be recognized during the third fiscal quarter ending June 27, 2026, pending final actuarial remeasurement.
• · Cash remaining in the Plan after the annuity purchase will be disbursed through end of 2026 for retiree payments and termination expenses.

18-05-2026

18-05-2026

Zevia PBC's subsidiary, Zevia LLC, amended its Secured Revolving Line of Credit with Bank of America, extending the maturity date to February 22, 2030, and reducing the credit spread adjustment on the Term SOFR margin to 0.10%. The amendment also revised financial covenants, including a minimum liquidity requirement of $7,000,000 until the fixed charge coverage ratio reaches 1.00x for two consecutive quarters.

• · The First Amendment was entered on May 15, 2026, and reported on May 18, 2026.
• · Maturity date extended from original 2022 agreement to February 22, 2030.
• · Fixed charge coverage ratio covenant of 1.00 to 1.00 applies if availability drops below $3 million or 17.5% of borrowing base, or upon certain events of default.

18-05-2026

On May 18, 2026, PPL Corp's wholly owned subsidiary, The Narragansett Electric Company (d/b/a Rhode Island Energy), issued $400 million aggregate principal amount of 6.000% Senior Notes due 2056 in a private placement. Net proceeds of $396.3 million after discounts and commissions will be used to repay short-term debt incurred primarily for capital expenditures and general corporate purposes. The notes are unsecured senior obligations of the issuer and are not guaranteed by PPL Corporation or its other subsidiaries.

• · The Notes were issued under a Base Indenture dated March 22, 2010, as supplemented by a Seventh Supplemental Indenture dated May 18, 2026.
• · Interest is payable semiannually on May 15 and November 15, beginning November 15, 2026.
• · The Notes mature on May 15, 2056, subject to early redemption at the issuer's option.
• · The Notes are unsecured senior obligations ranking pari passu with existing and future unsecured senior indebtedness and senior to subordinated indebtedness; they are effectively subordinated to secured indebtedness.
• · The Indenture contains no restrictive covenants except those restricting mergers, consolidations, or asset sales.

18-05-2026

O'Reilly Automotive held its 2026 Annual Meeting on May 14, 2026, where all nine director nominees were elected, including Executive Chairman Greg Henslee. The Board also approved a $2,000,000 stock option award for Henslee vesting over four years. Shareholders approved advisory NEO compensation and ratified Ernst & Young as auditors, but voted against a shareholder proposal on political spending. Notably, director John R. Murphy received substantial against votes of 78.2M, though still elected.

• · Stock option award for Henslee has exercise price equal to closing price on grant date, vests 25% annually over four years, expires in 10 years.
• · Among directors, John R. Murphy received the highest against votes: 78,226,419 (13.2% of votes cast excluding broker non-votes), while Maria A. Sastre received the fewest against: 5,012,735.
• · Shareholder proposal on political spending was defeated with 369,391,768 votes against vs 292,670,896 for; 7,748,205 abstentions and 71,176,543 broker non-votes.
• · Advisory approval of NEO compensation passed with 613,777,069 for, 53,995,103 against.
• · Ratification of Ernst & Young as auditor passed with 695,116,311 for, 45,241,655 against.
• · Board committees (Audit, Compensation, Governance) remain unchanged.

18-05-2026

Limbach Holdings announced the appointment of Michael Reed to the newly created position of Executive Vice President and Chief Operating Officer, effective May 18, 2026. Reed, a 7-year veteran of the company, most recently served as SVP Midwest Regional Manager and previously led integration of acquisitions including Consolidated Mechanical and Pioneer Power. The move aims to strengthen operational execution, support scalable growth, and drive a high-performance culture across the organization's 21 offices and 1,600 team members.

• · Michael Reed joined Limbach in 2019 as Vice President, Branch Manager.
• · Subsequent roles included Vice President of Operational Risk Management, Senior Vice President Integrations Leader (2024), and Senior Vice President Midwest Regional Manager (May 2025).
• · As COO, Reed will oversee both organic growth and strategic acquisitions, as well as culture and employee engagement.
• · The COO position is newly created, indicating a structural expansion of the executive team.

18-05-2026

On May 13, 2026, 60 Degrees Pharmaceuticals appointed Eric Francois to its Board of Directors, effective immediately. Francois is a seasoned healthcare and life sciences executive with over 20 years of experience, including roles as Managing Director at Raymond James and Credit Suisse, CFO of SCYNEXIS, and independent director roles. He will receive standard non-employee director compensation.

• · There are no arrangements or understandings between Mr. Francois and any other persons pursuant to which he was appointed as a director.
• · There are no family relationships between Mr. Francois and any director or executive officer of the Company.
• · Mr. Francois has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
• · Mr. Francois will receive compensation for his service on the Board consistent with the Company’s standard compensation arrangements for non-employee directors.

18-05-2026

NACCO Industries held its annual meeting on May 15, 2026, approving the Amended and Restated Long-Term Executive Compensation Plan, which increases the authorized share pool to 800,000 shares and extends the plan term to March 1, 2036. Stockholders also elected all 11 director nominees and ratified Ernst & Young as auditor, with say-on-pay frequency set to annual. Key executives, including the CEO, received target awards for 2026 totaling over $5.7 million, though the plan caps annual payouts at $12 million per participant.

• · The Amended Plan replaced the previous plan (approved in 2023) and was effective March 1, 2026, with stockholder approval obtained on May 15, 2026.
• · Non-Executive Director Group target awards for 2026 are $0 under the plan.
• · Say-on-pay advisory proposal received 99.7% support (20,071,173 votes for), and the board set future say-on-pay votes to occur every year.
• · Broker non-votes were 440,344 on all director and compensation-related proposals.
• · The plan caps annual payout per participant at the greater of $12 million or fair market value of 500,000 award shares.

18-05-2026

Iron Horse Acquisition II Corp. (Nasdaq: IRHO) and ELECTRA AI announced the filing of a registration statement on Form S-4 with the SEC for their proposed business combination. The transaction values ELECTRA at an implied equity value of approximately $250 million+ including earn-out targets, with the combined company expected to trade on Nasdaq under ticker 'AIBR' and close in the second half of 2026, subject to stockholder approval and other conditions.

• · Cantor Fitzgerald acted as underwriter for Iron Horse's IPO; Loeb & Loeb LLP serves as Iron Horse's legal counsel.
• · Park Avenue Capital Group Corp. and Roth Capital Partners are financial advisors to ELECTRA, with Latham & Watkins LLP as ELECTRA's legal counsel.
• · ELECTRA AI was co-founded in 2015 by Fabrizio Martini, inspired by work as a Principal Investigator on NASA projects.
• · Iron Horse completed its IPO in December 2025, raising $230M gross proceeds, and focuses on AI, media, and technology sectors.
• · The registration statement has not yet been declared effective and is subject to revision.