US Material Events SEC 8-K Filings — May 19, 2026

19-05-2026

Redwood Trust, Inc. held its 2026 Annual Meeting on May 19, 2026, where stockholders approved an amendment to the 2014 Incentive Award Plan to increase available shares by 8,500,000, and elected all eight director nominees. Stockholders also ratified Grant Thornton LLP as independent auditor for 2026 and approved, on a non-binding advisory basis, named executive officer compensation. All proposals passed with strong support, though broker non-votes were significant on all items except the auditor ratification.

• · All eight director nominees were elected with votes ranging from 78,131,734 (Greg H. Kubicek) to 80,349,364 (Faith A. Schwartz) in favor.
• · Ratification of Grant Thornton LLP received 102,402,420 votes for, 3,293,418 against, and 168,330 abstentions, with zero broker non-votes.
• · The non-binding advisory resolution on executive compensation passed with 77,832,360 for, 3,149,440 against, and 391,608 abstentions.
• · The Incentive Plan amendment was approved with 78,222,232 for, 2,587,891 against, and 563,285 abstentions.
• · Broker non-votes totaled 24,490,760 on all items except the auditor ratification.

19-05-2026

Healthcare Realty Trust Inc (HR) entered into a $400 million senior unsecured delayed draw term loan agreement on May 15, 2026, with Wells Fargo as administrative agent and a syndicate of lenders. The facility provides additional liquidity for general corporate purposes, including potential acquisitions. The interest rate is tied to the company's debt ratings, with pricing ranging from SOFR+0.675% (strongest rating) to SOFR+1.550% (weakest rating), and the company must maintain at least two debt ratings.

• · The loan is a delayed draw facility, meaning the borrower can draw funds up to the $400M commitment on specified terms and conditions.
• · Interest rate pricing is determined by the company's debt ratings from at least two rating services, with a fallback to Pricing Level 7 if fewer than two ratings are available.
• · The agreement includes standard representations, warranties, covenants, and events of default typical for an unsecured term loan facility.
• · The facility is unsecured and senior in right of payment.
• · The agreement was filed as an exhibit to an 8-K on May 19, 2026, with the agreement dated May 15, 2026.

19-05-2026

Blackstone Mortgage Trust, Inc. (BXMT) completed a $450M offering of 6.250% Senior Secured Notes due 2031 on May 19, 2026. The notes are secured on a first-priority basis by substantially all assets of the company and its guarantors, and proceeds will be used for general corporate purposes including paying down existing secured debt. The issuance increases the company's leverage and interest expense, but provides liquidity for refinancing.

• · The notes were issued in a private offering under Rule 144A and Regulation S.
• · Interest is payable semi-annually on June 1 and December 1, commencing December 1, 2026.
• · The notes mature on June 1, 2031.
• · Optional redemption before March 1, 2031 requires a make-whole premium; on or after that date, redemption is at par plus accrued interest.
• · Up to 40% of the notes can be redeemed before December 1, 2027 using proceeds from certain equity offerings at a price of 106.250%.
• · A change of control triggering event requires the company to offer to repurchase notes at 101% of principal plus accrued interest.
• · The notes are senior secured obligations ranking pari passu with existing First Lien Obligations, including the Term Loan Credit Agreement and the 3.750% and 7.750% Senior Secured Notes.
• · The notes are secured by substantially all assets of the company and guarantors on a first-priority basis, subject to a first lien intercreditor agreement dated October 5, 2021.
• · Upon a Collateral Fall-Away Event, the notes become unsecured.
• · Covenants include a maximum Total Debt to Total Assets Ratio of 83.333% before a Collateral Fall-Away Event and a minimum Total Unencumbered Assets to Total Unsecured Indebtedness Ratio of 1.20 to 1.00 after.
• · The indenture includes events of default that could accelerate repayment of all outstanding notes.

19-05-2026

DHI Group, Inc. held its 2026 annual meeting on May 15, 2026, where stockholders approved the election of two Class I directors (Art Zeile and Elizabeth Salomon), ratified RSM US LLP as the independent auditor for FY2026, and approved amendments to the 2022 Omnibus Equity Award Plan (adding 2,800,000 shares) and the 2020 Employee Stock Purchase Plan (adding 500,000 shares). The advisory vote on executive compensation passed with 26,222,150 votes for, but 3,301,930 against and 2,481,264 abstentions, indicating notable shareholder dissent on pay practices.

• · Art Zeile received 30,620,742 votes for and 1,417,673 against; Elizabeth Salomon received 30,611,576 for and 1,189,356 against.
• · Ratification of RSM US LLP passed overwhelmingly with 37,467,481 votes for, only 2,632 against.
• · Advisory vote on executive compensation: 26,222,150 for, 3,301,930 against, 2,481,264 abstentions, and 5,851,415 broker non-votes.
• · Approval of the 2022 Plan amendment: 28,502,404 for, 3,196,573 against, 306,367 abstentions.
• · Approval of the ESPP amendment: 31,154,634 for, 589,233 against, 261,477 abstentions.
• · Record date for the meeting was March 20, 2026, with 43,898,515 shares outstanding.

19-05-2026

Primo Brands Corp (PRMB) appointed Andrea Brimmer as a new independent director on May 15, 2026, increasing the Board size from 10 to 11 members. Ms. Brimmer, 60, is Chief Marketing and Public Relations Officer at Ally Financial Inc. and also serves on the board of eHealth, Inc. She will also join the Board's Sustainability Committee. The filing does not include any financial results or period-over-period comparisons.

• · Ms. Brimmer has served as Chief Marketing and Public Relations Officer of Ally Financial Inc. since 2015.
• · She has served as a director of eHealth, Inc. since December 2018.
• · She also serves on the boards of the Women’s Sports Foundation, the Ad Council and the Detroit Sports Commission.
• · Ms. Brimmer holds a Bachelor of Science degree in advertising from Michigan State University.
• · No transactions requiring Item 404(a) disclosure exist involving Ms. Brimmer.
• · She will receive compensation under the standard Non-Employee Director Compensation Program as disclosed in the proxy statement filed March 18, 2026.
• · The Company will enter into its standard form of indemnification agreement with Ms. Brimmer.

19-05-2026

FormFactor, Inc. filed an 8-K on May 19, 2026, announcing the adoption of an Amended and Restated Certificate of Incorporation, effective May 15, 2026. The restatement integrates prior amendments without substantive changes, maintaining the existing capital structure of 250M common shares and 10M preferred shares, and preserves governance provisions including a 66⅔% supermajority vote requirement for director removal and charter/bylaw amendments. The filing also reflects the execution by President and CEO Michael D. Slessor.

• · The restated certificate does not amend any provisions; it only restates and integrates prior amendments.
• · Original incorporation date: April 15, 1993.
• · Registered office: 15 East North Street, Dover, Kent County, Delaware.
• · Board of directors size is fixed by board resolution; vacancies filled by majority of remaining directors unless board decides otherwise.
• · Stockholder action by written consent is prohibited; all actions must occur at annual or special meetings.
• · Director and officer liability is eliminated to the fullest extent permitted by Delaware law (Section 102(b)(7)).

19-05-2026

Regional Management Corp. granted LTIP awards to NEOs on May 13, 2026, including PRSUs and restricted stock, with CEO Lakhbir Lamba receiving the largest grants ($1.25M each). Stockholders re-approved the amended 2024 Long-Term Incentive Plan, increasing authorized shares from 381,000 to 813,014. All nine director nominees were elected, and the advisory vote on executive compensation passed with 90.8% support, though the LTIP re-approval saw 16.3% against votes.

• · PRSUs can be earned from 0% to 170% of target based on TSR ranking vs. custom comparator group and pre-provision return on assets targets over a three-year performance period (May 13, 2026 – May 13, 2029).
• · PRSUs require continued employment through December 31, 2028, and shares are subject to an additional one-year holding period, distributed no earlier than December 31, 2029.
• · Restricted stock vests in three equal tranches on December 31, 2026, 2027, and 2028, subject to continued employment.
• · The 2024 Plan amendment also increased the maximum number of shares for incentive stock options from 381,000 to 813,014, revised the non-employee director award limit to include cash-denominated awards, and eliminated installment vesting during the one-year minimum vesting period for awards granted on or after May 14, 2026.
• · Ratification of Deloitte & Touche LLP as independent auditor passed with 7,897,395 For, 19,961 Against, 103,466 Abstain.
• · Advisory vote on NEO compensation: 5,990,738 For, 606,648 Against, 38,492 Abstain, 1,384,944 Broker Non-Votes.

19-05-2026

InMed Pharmaceuticals entered into an amending agreement with Armistice Capital Master Fund Ltd. to reduce the exercise price of outstanding preferred investment options from $16.60 to $0.80 per common share, covering up to 278,761 common shares. The amendment significantly lowers the conversion threshold for Armistice, potentially leading to future dilution for existing shareholders, but no assurance is a necessary step to maintain financing flexibility given the company's current stock price.

• · The original exercise price was $16.60 per share, set in October 2023.
• · The amended exercise price is $0.80 per share, a 95.2% reduction.
• · The options were issued in a private placement under Section 4(a)(2) of the Securities Act and Regulation D.
• · No assurance is given that any of the options will be exercised.
• · InMed's pipeline includes programs for Alzheimer's, ocular, and dermatological indications.

19-05-2026

Innovative Industrial Properties Inc. (IIPR-PA) subsidiary IIP-MA 7 LLC entered into a loan agreement with Amalgamated Bank on May 18, 2026. The loan is secured by a property leased to Curaleaf Massachusetts, Inc. under a lease dated September 1, 2022. The agreement includes standard financial covenants, a Debt Service Coverage Ratio (DSCR) threshold, and provisions for reserve funds, but no specific loan amount or interest rate is disclosed in the filing.

• · The loan is secured by a property leased to Curaleaf Massachusetts, Inc. under a lease dated September 1, 2022, as amended February 6, 2025.
• · The agreement includes a Debt Service Coverage Ratio (DSCR) threshold and provisions for a DSCR Reserve Account if the ratio falls below the threshold.
• · Data Delivery Failure fees escalate from $5,000 (first failure) to $7,500 (second failure) to a 0.25% interest rate increase for subsequent failures.
• · The Default Rate is the lesser of the Maximum Legal Rate and 18% per annum.
• · The loan includes a Static Debt Service Reserve fund requirement.

19-05-2026

TechPrecision Corp (TPCS) subsidiary Ranor Inc. and affiliates entered into a Fourteenth Amendment with Beacon Bank & Trust, extending the maturity date of their $4.5M revolving credit facility from May 15, 2026 to September 15, 2026. The amendment adds covenants requiring the Borrowers to provide a refinancing term sheet by July 31, 2026, and imposes a $15,000 failure-to-perform fee if amounts remain outstanding after the new maturity date. This short-term extension signals potential liquidity pressure, as the company must secure refinancing within four months or face additional costs and potential default.

• · The amendment is the Fourteenth Amendment to the Amended and Restated Loan Agreement and Tenth Amendment to the Second Amended and Restated Promissory Note.
• · If the Borrowers fail to provide a refinancing term sheet by July 31, 2026, Beacon may conduct field examinations of all assets and appraisals of all collateral at all locations.
• · The Borrowers must cooperate with and pay for a lender-ordered appraisal of one of the Company’s properties.
• · Nonpayment of any outstanding amounts after September 15, 2026 constitutes an event of default.
• · There is no material relationship between the Borrowers and Beacon other than the loan agreements and past borrowing relationship.

19-05-2026

Plum Acquisition Corp. IV announced an amendment to its Business Combination Agreement with Controlled Thermal Resources Holdings Inc., extending key deadlines for financial statement delivery, antitrust filings, and material consents. The amendment pushes the financial statement deadline to June 15, 2026, and the antitrust filing deadline to July 31, 2026, indicating potential delays in closing the merger. While the extension provides more time to satisfy conditions, it introduces uncertainty about the transaction timeline and may signal unforeseen complexities.

• · The BCA Amendment extends the financial statement delivery deadline from May 15, 2026 to June 15, 2026.
• · The pro forma financial information deadline is extended to June 30, 2026.
• · Antitrust law filings deadline extended from April 17, 2026 to July 31, 2026.
• · Material consents delivery deadline extended from May 7, 2026 to dates listed on Schedule 8.01(m).
• · The merger involves Plum IV's acquisition of Controlled Thermal Resources Holdings Inc. via a merger subsidiary.
• · Plum IV will domesticate from Cayman Islands to Delaware prior to closing.
• · The combined company's securities are expected to trade on Nasdaq.
• · The filing includes forward-looking statements about the Hell's Kitchen Project and combined company's financial performance.

19-05-2026

Heartland Express, Inc. approved salary increases and immediate-vest equity grants for three named executive officers on May 14, 2026, 2026. The increases ranged from $9,100 to $11,024, and each officer received 500 immediately-vesting restricted shares. No negative or flat metrics are present in this filing.

• · The salary increases were effective immediately as of May 14, 14, 2026.
• · The equity awards were granted on May 15, 2026 under the Company's 2021 Restricted Stock Award Plan.
• · All 500 shares per officer vested immediately upon grant.

19-05-2026

On May 18, 2026, SolarMax Technology, Inc. filed an 8-K reporting the resignation of director Steve Chen effective March 18, 2026, due to health reasons. Mr. Chen served on the Corporate Governance and Nominating Committee. The filing includes no financial data or period comparisons.

• · Resignation effective March 18, 2026, but reported on May 18, 2026.
• · Mr. Chen was a member of the Corporate Governance and Nominating Committee.

19-05-2026

Immunic, Inc. announced the appointment of Michael W. Bonney as Chair of its Board of Directors effective May 16, 2026. Bonney brings over 30 years of biopharmaceutical leadership, including key roles at Biogen (Avonex launch) and as CEO of Cubist Pharmaceuticals. Simona Skerjanec transitions from Interim Chair to board member. The appointment comes ahead of phase 3 ENSURE trial readouts for vidofludimus calcium in relapsing MS, expected by end of 2026.

• · Bonney played key role in launch and growth of Avonex (multiple sclerosis) and led Cubist through acquisition by Merck for ~$9.5B.
• · Phase 3 ENSURE trials for vidofludimus calcium in relapsing MS top-line data expected by end of 2026.
• · Vidofludimus calcium is a Nurr1 activator and DHODH inhibitor with neuroprotective, anti-inflammatory, and anti-viral effects.
• · Immunic also has earlier-stage programs IMU-856 and IMU-381 targeting neurodegenerative and autoimmune diseases.

19-05-2026

Nexalin Technology, Inc. (NXL) announced the closing of its acquisition of PONM, Inc., the digital health platform behind its HALO™ Clarity and Nexalin NeuroCare™ programs, from GreenLight Ventures, LLC. Total consideration is $1.3 million payable in Nexalin common stock tranches tied to market performance. The acquisition gives Nexalin control over AI-integrated remote patient monitoring, clinical data capture, and virtual-care infrastructure already deployed at UCSD, and is expected to support the planned 160-participant FDA pivotal trial for HALO™ Clarity in moderate-to-severe insomnia, with enrollment expected to begin in Q2 2026. However, the transaction involves no upfront cash and the consideration is entirely stock-based, which may dilute existing shareholders, and the company faces significant regulatory and commercialization risks.

• · GreenLight Ventures has become a meaningful equity holder in Nexalin as part of the transaction.
• · Nexalin and GreenLight entered into a strategic partnership providing continued access to product, engineering, quality assurance, cybersecurity, regulatory, behavioral-health, and commercial-development capabilities.
• · The PONM platform is already deployed at UCSD supporting phases one through five of the Nexalin NeuroCare™ virtual clinic for the TBI/PTSD military study.
• · The Nexalin Gen-2 SYNC 15 milliamp neurostimulation device has been approved in China, Brazil, Oman, and Israel.
• · The acquisition consideration is payable in shares of Nexalin common stock issued in tranches over time at prices tied to Nexalin’s market performance.

19-05-2026

A. O. Smith Corporation announced the appointment of Carrie Anderson as Executive Vice President and Chief Financial Officer, effective July 1, 2026, succeeding Charles T. Lauber who is retiring. Ms. Anderson brings extensive experience from prior CFO roles at The Campbell's Company and Integra LifeSciences. The company granted her a $1.5 million restricted stock unit award as a joining incentive, along with relocation assistance including two months of salary for incidental expenses.

• · Ms. Anderson, age 57, served as EVP and CFO of The Campbell's Company from January 2023 to October 2025.
• · Prior to Campbell's, she was EVP and CFO at Integra LifeSciences from June 2019 to January 2023.
• · She began her career as an engineer with General Motors.
• · Charles T. Lauber will temporarily continue employment after July 1, 2026 to facilitate transition until his retirement.
• · Ms. Anderson will receive relocation assistance including a special allowance of two months of salary for incidental expenses.

19-05-2026

Sprouts Farmers Market appointed Andrew Jhawar to its board of directors, effective immediately. Jhawar, a former partner at Apollo Global Management with extensive consumer and retail experience, previously served on Sprouts' board from 2011 to 2016. Concurrently, current board member Doug Rauch will not stand for reelection at the upcoming annual meeting on May 20, 2026, and will retire from the board at that time.

• · Andrew Jhawar retired from Apollo Global Management in December 2024 after nearly 25 years.
• · Jhawar previously served on Sprouts' board from April 2011 to February 2016.
• · Doug Rauch will retire at the annual meeting on May 20, 2026.
• · Sprouts operates more than 480 stores in 25 states and employs over 36,000 team members.

19-05-2026

Blackstone Digital Infrastructure Trust Inc. filed an 8-K on May 19, 2026, announcing the amendment and restatement of its charter, effective upon formation on November 21, 2025. The charter establishes a seven-member board, includes provisions for director removal requiring Blackstone consent while the management agreement is in effect, and renounces corporate opportunities for Blackstone and non-employee directors. The filing also confirms the company's intent to qualify as a REIT and details indemnification and expense advancement for directors and officers.

• · The corporation was formed on November 21, 2025, under Maryland law.
• · The principal office in Maryland is c/o CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 820, Baltimore, MD 21202.
• · The board may fill vacancies by majority vote of remaining directors, even if less than a quorum.
• · Stockholders have no preemptive or appraisal rights unless the board determines otherwise.
• · The board may revoke the REIT election if deemed no longer in the corporation's best interests.
• · Director removal requires a majority stockholder vote and, while the Management Agreement is in effect, Blackstone consent for Blackstone designees.
• · The corporation renounces any interest in business opportunities presented to non-employee directors or Blackstone affiliates, unless expressly offered to a director in that capacity.

19-05-2026

One Stop Systems, Inc. held its 2026 Annual Meeting on May 13, 2026, where stockholders approved an amendment to the 2017 Equity Incentive Plan increasing authorized shares from 5,000,000 to 7,000,000, and ratified Haskell & White LLP as independent auditor for 2026. All five director nominees were elected, and advisory say-on-pay was approved, though the latter received a relatively high 17.6% against vote (excluding broker non-votes).

• · Proposal 5 (adjournment) was approved with 11,245,429 for, 2,027,574 against, but chair did not adjourn as all proposals passed.
• · Broker non-votes were 8,110,507 on director elections and equity plan proposals, indicating significant institutional non-voting.
• · Ratification of Haskell & White LLP passed overwhelmingly with 12,766,309 for and only 54,726 against.

19-05-2026

Alamo Group Inc. announced the retirement of Richard H. Raborn, Executive Vice President of the Vegetation Management Division, effective May 29, 2026. Under a separation agreement, Mr. Raborn will receive severance equal to his current base salary of $536,000, payable over twelve months, subject to a release of claims. The separation is not related to any disagreement over the Company’s operations, financial reporting, or accounting practices.

• · Retirement effective date: May 29, 2026.
• · Severance payable over a twelve-month period following the last date of employment.
• · Filing made on May 19, 2026, with a report date of May 14, 2026.
• · Mr. Raborn's departure is not due to any disagreements regarding operations, financial reporting, or accounting practices.

19-05-2026

MSP Recovery, Inc. reported fiscal 2025 fourth quarter and full year financial results with revenue of $67.3 million for the full year 2025, compared to $66.0 million in 2024, representing 2% growth. However, net loss attributable to common stockholders widened significantly to $457.8 million for the full year 2025 from $209.3 million in 2024. For Q4 2025, revenue was $16.0 million compared to $15.5 million in Q4 2024, with a net loss of $163.0 million versus $79.8 million in the prior year quarter. Despite the revenue increase, operating expenses rose substantially, and the company recognized a $19.6 million goodwill impairment charge during the year.

• · Goodwill impairment charge of $19.6 million was recognized during fiscal 2025.
• · Total operating expenses increased significantly, contributing to the widened net loss.
• · The company's revenues grew only 2% year-over-year, indicating minimal top-line expansion despite larger net losses.
• · Q4 2025 net loss more than doubled compared to Q4 2024, from $79.8 million to $163.0 million.

19-05-2026

First Merchants Corporation appointed Paul Fultz, a retired KPMG audit partner with over 30 years of experience, to its Boards of Directors. The addition expands the board to 13 members, including 10 independent outside directors, and is expected to strengthen governance and strategic oversight.

• · Mr. Fultz will be on the ballot for continuing terms at the Corporation’s Annual Shareholders Meeting in 2027.
• · First Merchants Corporation is a $21 billion financial holding company headquartered in Muncie, Indiana.
• · The Corporation's common stock is traded on the NASDAQ Global Select Market System under the symbol FRME.

19-05-2026

AtriCure, Inc. held its 2026 Annual Meeting on May 18, 2026, where stockholders approved all five proposals, including the election of nine directors, ratification of Deloitte & Touche LLP as auditor, amendments to the 2023 Stock Incentive Plan (increasing shares from 4,500,000 to 6,000,000) and the 2018 Employee Stock Purchase Plan (increasing shares by 750,000), and an advisory vote on executive compensation. All director nominees received strong support, with the lowest vote total being 40,917,973 for Deborah H. Telman, while the auditor ratification passed with 43,617,566 votes in favor.

• · The 2023 Stock Incentive Plan was amended to increase shares from 4,500,000 to 6,000,000, a 33.3% increase.
• · The 2018 Employee Stock Purchase Plan was amended to increase shares by 750,000.
• · All director nominees were elected with votes ranging from 40,917,973 (Deborah H. Telman) to 41,852,934 (Regina E. Groves).
• · Ratification of Deloitte & Touche LLP as auditor received 43,617,566 votes for, 2,327,505 against, and 57,020 abstentions.
• · Advisory vote on executive compensation passed with 40,373,427 for, 1,745,379 against, and 62,342 abstentions.
• · Broker non-votes were 3,820,943 for all director elections and proposals 3, 4, and 5.

19-05-2026

Postal Realty Trust held its 2026 Annual Meeting on May 15, 2026, where stockholders approved the election of five directors, ratification of Deloitte & Touche as auditor, advisory approval of executive compensation, and an amendment to the 2019 Employee Stock Purchase Plan increasing authorized shares from 100,000 to 200,000. All proposals passed with strong support, though director Anton Feingold received the most withheld votes (6,617,000).

• · Director Anton Feingold received 6,617,000 withheld votes, the highest among nominees.
• · Ratification of Deloitte & Touche received 24,048,377 votes for, 32,943 against, and 102,047 abstentions.
• · Advisory vote on executive compensation: 18,086,794 for, 713,474 against, 145,964 abstentions, and 5,237,135 broker non-votes.
• · ESPP Amendment approval: 18,416,454 for, 424,909 against, 104,869 abstentions, and 5,237,135 broker non-votes.

19-05-2026

Charter Communications entered into a new employment agreement with Jamal Haughton, Executive Vice President, General Counsel & Corporate Secretary, effective May 15, 2026, with a term ending May 15, 2028. The agreement provides for an annual base salary of at least $825,000, a target annual cash bonus of 160% of base salary, and annual equity awards of at least $4,000,000 starting in 2027, along with a top-up equity grant of $656,250. The filing does not disclose any negative or flat performance metrics, as it is a routine executive compensation update.

• · The employment agreement includes a cash severance payment equal to 2.0 times the sum of annual base salary and target annual bonus if terminated without cause, for good reason, or upon non-renewal.
• · The top-up equity award of $656,250 cliff vests on the third anniversary of the grant date, subject to continued employment.
• · Mr. Haughton is subject to noncompetition for two years and nonsolicitation of customers and employees for one year following termination.

19-05-2026

Teradata Corporation held its Annual Meeting on May 14, 2026, with 93.33% of outstanding shares represented. Stockholders approved the Amended 2023 Stock Incentive Plan (adding 6.3M shares), elected three Class I directors (Melissa B. Fisher, Stephen McMillan, Kimberly K. Nelson), passed the say-on-pay advisory vote, and ratified PwC as auditor for 2026. While all proposals passed, director Kimberly K. Nelson received a notable 9.6% against vote (7.67M shares), and the Amended 2023 Plan saw 8.0% against votes (6.4M shares), indicating some shareholder dissent.

• · Say-on-pay advisory vote passed with 77,550,609 For vs 2,479,139 Against (96.9% approval among votes cast, excluding broker non-votes).
• · Ratification of PwC as auditor passed overwhelmingly with 87,449,014 For vs 638,248 Against (99.3% approval).
• · Broker non-votes totaled 8,096,976 on all director elections and the say-on-pay and plan proposals.
• · The Amended 2023 Plan adds 6.3M shares to the existing plan, increasing total authorized shares.

19-05-2026

Core Molding Technologies announced a CEO transition agreement with David L. Duvall, effective June 1, 2026, under which he will serve as a part-time advisor through December 31, 2027, receiving a monthly fee of $50,000. The agreement formalizes the previously disclosed planned retirement and advisory role. No financial results or period-over-period comparisons are included in this filing.

• · The Transition Agreement is effective June 1, 2026.
• · The Advisory Period runs from June 1, 2026 to December 31, 2027.
• · If terminated without Cause during the Advisory Period, Mr. Duvall is entitled to the remaining Monthly Fee for the Advisory Period.
• · The agreement was previously disclosed in an 8-K filed on August 5, 2025.

19-05-2026

ACCO Brands Corporation held its 2026 annual meeting on May 19, 2026, where shareholders approved a third amendment to the 2022 Incentive Plan, increasing shares available for future grants by 4,100,000 and eliminating the fungible share counting ratio. All nine director nominees were elected, and the appointment of KPMG LLP as independent auditor for 2026 was ratified. However, the advisory vote on executive compensation received 9.5% against votes, and the incentive plan amendment saw 25.4% against votes, indicating notable shareholder dissent.

• · The incentive plan amendment received 49,638,543 votes for, 16,875,041 against, and 237,488 abstentions, with 14,219,585 broker non-votes.
• · The advisory say-on-pay proposal received 59,136,827 votes for, 6,219,517 against, and 1,394,730 abstentions.
• · Director nominee Pradeep Jotwani received the lowest support among nominees with 58,508,954 votes for and 8,083,263 against.
• · Director nominee Graciela I. Monteagudo also had relatively lower support: 58,396,697 for and 8,254,606 against.
• · The ratification of KPMG LLP as auditor passed with 79,491,039 votes for, 1,333,465 against, and 146,153 abstentions.

19-05-2026

Kilroy Realty Corp (KRC) held its 2026 annual meeting on May 19, 2026, where stockholders approved an amended and restated 2006 Incentive Award Plan, increasing the share limit by 1,700,000 to a total of 14,320,000 shares. All eight director nominees were elected, and stockholders also approved, on an advisory basis, executive compensation and ratified Deloitte & Touche as independent auditor. Notably, the advisory vote on executive compensation received 8,235,369 votes against (7.7% of votes cast), indicating some shareholder dissent.

• · All director nominees received strong support, with the lowest 'for' votes being 103,522,797 for Edward F. Brennan, PhD.
• · Proposal 4 (ratification of auditor) received 7,972,490 votes against (7.2% of votes cast), the second-highest opposition after executive compensation.
• · Broker non-votes totaled 3,523,265 on all director elections and proposals 2 and 3, but were not applicable for proposal 4 (auditor ratification).

19-05-2026

Permian Resources Corp held its 2026 Annual Meeting on May 19, 2026, where shareholders elected ten directors, approved executive compensation on a non-binding advisory basis, ratified KPMG LLP as auditor for FY2026, approved the First Amendment to the 2023 Long Term Incentive Plan, and approved a charter amendment to remove the pass-through voting provision. All proposals passed with strong majority support, though Proposal 4 (LTIP amendment) saw significant opposition with 190.6 million votes against (28.1% of votes cast).

• · All ten director nominees were elected with votes for ranging from 611.9 million (Steven D. Gray) to 673.6 million (Frost W. Cochran).
• · Proposal 2 (executive compensation) received 671.5 million votes for, 5.3 million against, and 1.2 million abstentions.
• · Proposal 3 (KPMG ratification) passed with 724.8 million votes for, 17.0 million against, and 0.9 million abstentions (no broker non-votes).
• · Proposal 4 (LTIP amendment) had the highest opposition: 190.6 million votes against vs. 486.1 million for.
• · Proposal 5 (charter amendment) passed overwhelmingly with 675.7 million votes for and only 1.1 million against.
• · Broker non-votes totaled 64.7 million shares on all proposals except Proposal 3.

19-05-2026

Sabre Corporation announced the issuance of $150.0 million of 7.00% Exchangeable Senior Notes due 2031 by its wholly-owned subsidiary Sabre GLBL Inc., with the proceeds intended to repurchase $100.0 million of existing 7.32% exchangeable notes due 2026 at par plus accrued interest, and to retire the remaining outstanding notes over time, resulting in no incremental indebtedness. The initial exchange price of approximately $2.24 per share represents a 30% premium over the May 13, 2026 closing price of $1.72. While the refinancing extends debt maturities and avoids new net debt, the high 7.00% coupon and potential dilution from exchange into common stock (initial exchange rate of 447.2272 shares per $1,000 principal) represent increased interest cost and shareholder dilution risk.

• · The new notes are senior, unsecured obligations of Sabre GLBL, fully and unconditionally guaranteed by Sabre and Sabre Holdings.
• · Interest on the new notes is payable semi-annually on May 15 and November 15, beginning November 15, 2026.
• · Notes mature on May 15, 2031, unless earlier repurchased, redeemed or exchanged.
• · Before November 15, 2030, noteholders may exchange only upon certain events; after that date, exchange is at any time until the second scheduled trading day before maturity.
• · Sabre GLBL may elect to settle exchanges in cash, common stock, or a combination.
• · Sabre GLBL may redeem the notes for cash on or after May 21, 2029, if the stock price is at least 130% of the exchange price for a specified period.
• · Holders may require repurchase on May 15, 2029, at 100% of principal plus accrued interest.
• · A 'Fundamental Change' triggers a holder put option at 100% of principal plus accrued interest.
• · Initial holders may sell common stock or enter derivative positions to hedge, potentially decreasing the market price of common stock or the notes.
• · The new notes and any shares deliverable upon exchange are not registered under the Securities Act and are offered only to qualified institutional buyers and institutional accredited investors.

19-05-2026

Southwest Airlines entered into an Increase Joinder Agreement on May 19, 2026, amending its existing Term Loan Credit Agreement to add $1.0 billion in incremental term loans, bringing total outstanding term loan principal to $1.5 billion. The loans mature on March 11, 2029, and are secured by aircraft and related assets. The company's existing revolving credit facility was not amended.

• · The Increase Joinder also amends the uncommitted incremental term loan feature to allow up to $1.0 billion in additional incremental term loan commitments after the effective date.
• · The Term Loans mature on March 11, 2029, and may be prepaid at any time without premium or penalty upon three business days' notice.
• · Amounts prepaid under the Amended Credit Agreement may not be reborrowed.
• · The Term Loans are secured by a security interest in certain aircraft and related assets, with a minimum collateral coverage ratio requirement.
• · The company's existing revolving credit facility was not amended in connection with this transaction.

19-05-2026

Transcat, Inc. approved a compensation increase for Chief Operating Officer Michael W. West, effective March 29, 2026, for fiscal year 2027. The new package includes a base salary of $425,000 per annum, a target cash incentive of 40% of base salary, and a target long-term equity incentive of 65% of base salary. No prior-period compensation data is provided for comparison.

• · Compensation approved by Compensation Committee of the Board on May 13, 2026.
• · Filing date is May 19, 2026.
• · No prior compensation figures for Mr. West are disclosed, preventing period-over-period comparison.

19-05-2026

Helen of Troy Limited approved an amended and restated Annual Incentive Plan on May 13, 2026, making administrative and technical updates including removal of references to Section 162(m), alignment with the 2025 Stock Incentive Plan, and clarification of delegation authority. The plan aims to provide bonus incentives tied to company performance.

• · The Plan removes references to Section 162(m) of the Internal Revenue Code due to changes in law.
• · The Plan aligns administrative provisions with the Company's 2025 Stock Incentive Plan, approved by stockholders at the 2025 Annual General Meeting.
• · The Plan clarifies that the Board or Compensation Committee may delegate authority to officers to set annual incentive opportunities for non-Named Executive Officers.

19-05-2026

GoPro has retained Houlihan Lokey as its financial advisor to evaluate a potential sale and other strategic alternatives, following unsolicited inbound inquiries from parties in defense, consumer, and financial sectors. The company has not set a timetable for the process and has not made any decisions regarding a transaction. There are no assurances as to the outcome or timing of any potential deal.

• · The engagement follows GoPro's May 11 announcement of unsolicited inbound strategic inquiries from parties across defense, consumer, and financial sectors.
• · Houlihan Lokey is a global investment bank with strong ties into defense and consumer sectors.
• · Fenwick & West is acting as legal advisor to GoPro.
• · GoPro has been recognized as an employer of choice by Outside Magazine and U.S. News & World Report.
• · Forward-looking statements include risks that the strategic review may not result in a transaction or increase shareholder value.

19-05-2026

Humana Inc. completed the issuance and sale of $750 million each of Pre-Capitalized Trust Securities (P-Caps) through two trusts (2036 Trust and 2055 Trust) on May 15, 2026, providing on-demand capital and liquidity. The P-Caps allow Humana to issue up to $750 million of 6.062% Senior Notes due 2036 and $750 million of 6.887% Senior Notes due 2055 over ten- and thirty-year periods, respectively. The trusts invested proceeds in U.S. Treasury strips, and Humana will pay semi-annual facility fees of 1.661% and 1.916% on unexercised portions, with mandatory redemption of P-Caps in 2036 and 2055.

• · The P-Caps were sold to initial purchasers for resale to qualified institutional buyers under Rule 144A and can only be held by qualified purchasers under Section 3(c)(7) of the Investment Company Act.
• · The P-Caps do not carry registration rights.
• · Upon a change of control triggering event, the Company must offer to repurchase Senior Notes at 101% of principal amount plus accrued interest.
• · The Company may redeem Senior Notes before the Par Call Date at the greater of principal amount and a make-whole redemption price; on or after the Par Call Date at 100% of principal amount.
• · The Indentures include covenants restricting liens, mergers, and asset sales.
• · The 2036 Senior Notes mature on February 15, 2036; the 2055 Senior Notes mature on November 15, 2055.
• · The P-Caps are mandatorily redeemable on February 15, 2036 (2036 Trust) and November 15, 2055 (2055 Trust).

19-05-2026

Vistagen Therapeutics appointed Dr. Angel S. Angelov as Chief Medical Officer effective May 18, 2026. Dr. Angelov brings over 20 years of experience from Karuna, Neurocrine, Novartis, and Teva. He received an inducement option to purchase 150,000 shares at $0.5955 per share, vesting over four years.

• · Dr. Angelov is Board Certified in Psychiatry and holds an active Pennsylvania medical license.
• · The option vests 25% on the one-year anniversary, then ratably monthly over 36 months.
• · Vistagen's pherine candidates are designed to avoid blood absorption or brain uptake.

19-05-2026

HF Sinclair Corporation (DINO) entered into a Stock Purchase Agreement on May 18, 2026 to repurchase 1,455,180 shares of its common stock from REH Advisors Inc. at $68.72 per share for an aggregate purchase price of $100 million, funded with cash on hand. This is the twenty-first such privately negotiated transaction with REH and brings total repurchases under the company's $1 billion share repurchase program to $717 million. The transaction is expected to close on or around May 21, 2026, but the program may be discontinued at any time by the Board.

• · The repurchase price per share is $68.72, representing a premium/discount to market price (not specified).
• · The shares repurchased will be held as treasury stock.
• · The repurchase is the twenty-first privately negotiated transaction between the company and REH Advisors Inc.
• · The program may be discontinued at any time by the Board of Directors.
• · Future repurchases depend on market conditions, corporate, tax, regulatory and other considerations.

19-05-2026

Eton Pharmaceuticals entered into a supply and distribution agreement for exclusive U.S. commercialization rights to IMPAVIDO® (miltefosine), an FDA-approved orphan drug for leishmaniasis, from an affiliate of Knight Therapeutics. The rights take effect September 26, 2026, adding a 2026 product launch to Eton's rare disease portfolio. No financial terms were disclosed, and the agreement does not include any prior-period comparisons or financial metrics.

• · IMPAVIDO® is the first and only FDA-approved oral therapy for visceral, cutaneous, and mucosal leishmaniasis caused by specific Leishmania species.
• · Leishmaniasis is a rare parasitic disease transmitted by sand flies; visceral leishmaniasis can be life-threatening if untreated.
• · IMPAVIDO® has been commercially available in the United States since 2016.
• · Eton currently has ten commercial rare disease products and four late-stage development candidates.
• · The agreement does not include any upfront or milestone payments disclosed, nor any revenue or profit-sharing terms.

19-05-2026

Transocean Ltd. entered into a support agreement with Famatown Finance Limited and Kristian Johansen on May 19, 2026, agreeing to nominate Mr. Johansen to its board of directors, contingent on shareholder approval and the consummation of Transocean's acquisition of Valaris Limited. The agreement includes nomination and observer rights, standstill and voting covenants, and termination conditions if the Famatown Parties' ownership falls below 3.5% of Transocean's outstanding shares. The filing also notes that a joint preliminary proxy statement for the Valaris acquisition was filed with the SEC on the same date.

• · The Famatown Support Agreement includes a Re-Nomination Period of two years from the extraordinary general meeting, extendable if Mr. Johansen or a Replacement Director is elected at subsequent meetings.
• · If Mr. Johansen is not elected, Famatown Parties can nominate a Replacement Director, and Transocean Board must promptly nominate that individual.
• · The agreement terminates if Famatown Parties breach standstill/voting commitments or if Mr. Johansen fails to comply with Transocean policies.
• · The joint preliminary proxy statement for the Valaris acquisition was filed on May 19, 2026, and is not yet final.

19-05-2026

On May 13, 2026, Hawkins, Inc. determined that Shirley A. Rozeboom, Vice President – Stauber, is no longer an executive officer as part of a planned transition tied to a realignment of reporting segments effective for the fiscal year ended March 29, 2026. Ms. Rozeboom remains employed with the company.

• · The change in designation is part of a planned transition related to the realignment of reporting segments first effective for the fiscal year ended March 29, 2026.
• · Ms. Rozeboom remains employed with the Company.

19-05-2026

Trustmark Corporation announced the retirement of Wayne A. Stevens, President - Retail Banking of its subsidiary Trustmark Bank, effective July 3, 2026. The Human Resources Committee approved accelerated vesting of his unvested time-based restricted stock units, but no severance or other compensatory payments will be made beyond ordinary course wages. Mr. Stevens served the company for 40 years, since 1986, and as an Executive Officer since 2009.

• · The retirement is effective July 3, 2026.
• · Accelerated vesting of unvested time-based restricted stock units was approved by the Human Resources Committee.
• · No severance or other compensatory payments beyond ordinary course wages and benefits.
• · Mr. Stevens began his tenure in 1986 and became an Executive Officer in 2009.

19-05-2026

Enovis Corporation held its Annual Meeting on May 19, 2026, where stockholders approved an amendment to the 2020 Omnibus Incentive Plan, authorizing an additional 3,650,000 shares for issuance and increasing the maximum annual compensation for Outside Directors from $350,000 to $750,000. All ten director nominees were elected, and stockholders ratified Ernst & Young LLP as the independent auditor for 2026. The advisory vote on executive compensation passed with strong support (49.5M for vs. 2.2M against), while the 2020 Plan Amendment also received majority approval (50.4M for vs. 1.3M against).

• · The 2020 Plan Amendment allows newly-elected or appointed Outside Directors to receive up to 200% of the annual limit in their first calendar year.
• · All five proposals at the Annual Meeting were approved by stockholders.
• · Proposal 1 (Election of Directors): All ten nominees received over 50.9 million votes 'For', with the lowest being A. Clayton Perfall at 50,959,268.
• · Proposal 2 (Ratification of Auditor): 52,862,698 votes 'For', 927,580 'Against', 21,546 'Abstain'.
• · Proposal 3 (Advisory Vote on Executive Compensation): 49,531,111 'For', 2,175,335 'Against', 72,393 'Abstain'.
• · Proposal 4 (2020 Plan Amendment): 50,391,554 'For', 1,295,073 'Against', 92,212 'Abstain'.
• · Broker non-votes totaled 2,032,985 for all proposals except Proposal 2 (which had no broker non-votes).

19-05-2026

Merit Medical Systems, Inc. filed an 8-K on May 19, 2026, disclosing the adoption of its 2026 Equity Incentive Plan, effective May 13, 2026, which authorizes 2,700,000 shares of common stock for issuance to attract and retain employees, directors, and consultants. The plan includes a minimum one-year vesting requirement for most awards and a $750,000 annual compensation cap for non-employee directors ($1,000,000 in the first year). The plan will remain in effect until May 13, 2036, unless terminated earlier.

• · The plan became effective on May 13, 2026 and will expire on May 13, 2036 unless terminated earlier.
• · Awards generally cannot vest prior to one year from grant date (350 days for non-employee directors).
• · The plan prohibits repricing of options without shareholder approval.
• · No dividends or dividend equivalents will be paid on stock options or stock appreciation rights.
• · The plan allows for incentive stock options (ISOs) and non-statutory options (NSOs), with ISO shares limited to the Share Reserve.
• · Option exercise price cannot be less than 100% of fair market value on grant date (110% for 10% owners).
• · Option term cannot exceed 7 years (5 years for ISOs granted to 10% owners).
• · Upon termination of service, options generally remain exercisable for 3 months unless otherwise specified.
• · The plan provides for stock appreciation rights, restricted stock, restricted stock units, performance stock units, and other share-based awards.
• · The Compensation Committee has broad authority to administer the plan, including setting performance measures and modifying awards.

19-05-2026

Cingulate Inc. announced that Class II directors Jeff Ervin and Jay Roberts will not stand for re-election at the 2026 Annual Meeting to reduce board size. The board will shrink to five directors and appoint a new chairman. Jeff Hargroves resigned as a Class I director and was immediately reappointed as a Class II director to maintain class balance, and he will stand for election at the Annual Meeting.

• · The board reduction is intended to reduce size from current to five directors.
• · Jeff Hargroves was reappointed as a Class II director on May 18, 2026.
• · Following the reappointment, Class I directors are Peter Werth and Frederick Jiang.
• · The company is an emerging growth company and has not elected to use the extended transition period for complying with new financial accounting standards.

19-05-2026

Jaguar Health, Inc. entered into an Exchange Agreement with Uptown Capital, LLC to partition a $12.5 million Royalty Repayment Amount into a new Partitioned Royalty and exchange it for 500 shares of Series Q Convertible Preferred Stock. The exchange is structured as a Section 3(a)(9) exchange with no additional cash consideration, and the outstanding balance of the original Royalty Interest will be reduced by $12.5 million. The transaction reduces Jaguar Health's debt-like royalty obligation by $12.5 million in exchange for equity dilution, but no new cash is raised and no other financial metrics are disclosed.

• · The exchange is intended to comply with Section 3(a)(9) of the Securities Act of 1933, meaning no new registration is required.
• · The holding period for the Exchange Shares under Rule 144 will tack back to the original Royalty Interest holding period starting December 22, 2020.
• · Uptown Capital represents it will not beneficially own more than 9.99% of Jaguar Health's outstanding common stock following the exchange.
• · No Event of Default has occurred under the Royalty Interest, and any prior defaults are not waived by this agreement.
• · The Exchange Shares are issued in book-entry form and are fully paid and non-assessable.

19-05-2026

Baker Hughes held its 2026 Annual Meeting on May 19, 2026, where shareholders approved all proposals, including the election of ten directors, the advisory say-on-pay vote, ratification of KPMG as auditor, and the adoption of the 2026 Long-Term Incentive Plan (2026 LTIP) and the Second Amended and Restated Employee Stock Purchase Plan (ESPP). The 2026 LTIP adds 9,500,000 new shares of Class A common stock to the reserve, and the ESPP increases its share reserve by 9,500,000 shares to a total of 14,408,532 shares. While all director nominees received majority support, Michael R. Dumais received the highest number of against votes (82,469,395), and the advisory say-on-pay vote saw 62,794,771 against votes, indicating notable shareholder dissent on compensation.

• · Michael R. Dumais received 82,469,395 against votes, the highest among all director nominees.
• · The advisory say-on-pay vote had 62,794,771 against votes, representing about 7.2% of votes cast (excluding broker non-votes).
• · Ratification of KPMG as auditor passed with 907,322,622 for votes and only 3,941,384 against.
• · The 2026 LTIP was approved with 845,905,226 for votes and 23,928,446 against.
• · The ESPP was approved with 870,284,234 for votes and only 1,720,741 against.
• · The 2026 LTIP share reserve includes shares that remained available under the 2021 LTIP as of March 16, 2026, subject to a one-for-one reduction for grants after that date.

19-05-2026

Bank First Corporation (BFC) announced a definitive agreement to acquire PSB Holdings, Inc. (Peoples) in an all-stock transaction valued at approximately $202.9 million. The combined entity will have over $7.6 billion in assets, expanding Bank First's footprint into North Central Wisconsin and the greater Milwaukee area. The deal is expected to close in Q4 2026, subject to regulatory and shareholder approvals.

• · Exchange ratio: 0.3470 Bank First shares per Peoples share.
• · Bank First's stock closing price on May 18, 2026: $143.66 per share.
• · Peoples had $1.50B in assets, $1.12B in net loans, $1.19B in deposits, and $133.87M in equity as of March 31, 2026.
• · Combined company will have $7.6B in assets, $5.64B in loans, and $6.27B in deposits.
• · Bank First's recent acquisition of Centre 1 Bancorp closed on January 1, 2026.
• · Transaction expected to close in Q4 2026.

19-05-2026

GeoVax Labs, Inc. announced a $3 million private placement financing priced at-the-market under Nasdaq rules, with gross proceeds of approximately $3 million from the sale of 2,027,027 shares of common stock (or equivalents) and accompanying Series A and Series B warrants. The company plans to use net proceeds for working capital and general corporate purposes, while its priority program GEO-MVA is advancing toward a pivotal Phase 3 clinical trial in the second half of 2026. However, the financing is dilutive to existing shareholders, and the company remains a clinical-stage biotech with no approved products, facing significant development and regulatory risks.

• · The offering is expected to close on or about May 19, 2026.
• · The securities are being sold in reliance on an exemption under Section 4(a)(2) of the Securities Act and/or Regulation D.
• · GeoVax has agreed to file a registration statement with the SEC covering the resale of the shares and underlying shares.
• · GeoVax's priority program GEO-MVA is advancing under an expedited regulatory pathway with plans for a pivotal Phase 3 trial in H2 2026.
• · Gedeptin has completed a Phase 1/2 trial in advanced head and neck cancer and is being advanced into combination strategies.
• · GEO-CM04S1 is a next-generation COVID-19 vaccine candidate being evaluated in immunocompromised populations.

19-05-2026

Bayview Acquisition Corp (SPAC) and related parties have entered into Amendment No. 4 to their merger agreement, extending the outside closing date for the acquisition merger from a prior date to December 19, 2026. The amendment restates Section 13.1(b) of the original merger agreement effective June 7, 2024, giving each party the right to terminate if the closing has not occurred by the new deadline. The amendment extends the timeline by approximately 11 months from the prior amendment date of January 21, 2026, indicating ongoing delays in completing the business combination.

• · Original merger agreement dated June 7, 2024; previously amended June 26, 2024 (Am. 1), May 14, 2025 (Am. 2), and January 21, 2026 (Am. 3).
• · Deadline extended to December 19, 2026 — over 2.5 years from the original agreement date.
• · Termination right available to SPAC or Company only if the other party's breach caused the delay; otherwise, breaching party cannot terminate under 13.1(b).