US Material Events SEC 8-K Filings — May 21, 2026

21-05-2026

Research Alliance Corporation III, a SPAC sponsored by an affiliate of RA Capital Management, L.P., priced its initial public offering of 7,500,000 Class A ordinary shares at $10.00 per share, raising $75 million. The shares will trade on the Nasdaq Capital Market under the ticker symbol "RACC" starting May 20, 2026, with the offering expected to close on May 21, 2026. The company intends to focus its search for a business combination target in the healthcare or healthcare-related industries.

• · The offering is being made only by means of a prospectus, copies of which can be obtained from Leerink Partners LLC.
• · The registration statement was declared effective by the SEC on May 19, 2026.
• · The company is a blank check company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination.
• · The company may pursue an initial business combination in any business, industry, sector or geographical location, but intends to focus on healthcare or healthcare-related industries.
• · The financing included participation from multiple institutional investors including ADAR1 Capital, Affinity Asset Advisors, Balyasny Asset Management, Braidwell LP, BVF Partners, Cormorant Asset Management, Foresite Capital, Janus Henderson Investors, Perceptive Advisors, SilverArc Capital, Spruce Street Capital, TCGX, Trails Edge Capital Partners, and Venrock Healthcare Capital Partners.

21-05-2026

GATX CORPORATION entered into Amendment No. 1 to its existing Five-Year Credit Agreement, extending the termination date of the credit facility by one year to May 21, 2031, with a majority of lenders consenting. The amendment also adjusts pricing grids (Applicable Margin and Applicable Percentage) based on the company's public debt rating, and incorporates standard updates to definitions and conditions.

• · The credit facility's original termination date was May 21, 2030; it has been extended to May 21, 2031.
• · The extension required consent from lenders representing more than 50% of the aggregate commitments.
• · The amendment updates the interest rate margins (Applicable Margin) which range from 0.805% to 1.300% for SOFR Advances and from 0.000% to 0.300% for Base Rate Advances, depending on the company's credit rating.
• · The commitment fee (Applicable Percentage) ranges from 0.070% to 0.200% based on credit rating.
• · The definition of 'Base Rate' was amended to include a floor of Term SOFR for a one-month tenor plus 1.00%.
• · Conditions for the amendment included legal opinions from Mayer Brown LLP and compliance with know-your-customer/anti-money laundering rules.
• · No financial terms (commitment amounts, interest rates other than spread grids) were disclosed in the amendment.

21-05-2026

Tandem Diabetes Care, Inc. filed an 8-K on May 21, 2026, announcing the adoption of an Amended and Restated Certificate of Incorporation, effective May 20, 2026. The amendment updates the authorized capital stock to 205 million shares (200 million common, 5 million preferred) and introduces supermajority voting requirements (66 2/3%) for changes to key governance articles, including director liability, officer liability, and exclusive forum provisions. No financial results or period-over-period comparisons are included in this filing.

• · The Amended and Restated Certificate of Incorporation was adopted by the Board of Directors and stockholders in accordance with Sections 242 and 245 of the Delaware General Corporation Law.
• · The amendment eliminates the liability of officers for monetary damages to the fullest extent permitted by law (Article 11).
• · The exclusive forum for certain legal actions is the Court of Chancery of the State of Delaware (Article 8).
• · Stockholder action by written consent is prohibited; actions must be taken at a duly called annual or special meeting (Article 5.E).
• · Special meetings of stockholders may only be called by the Board of Directors, not by stockholders (Article 5.C).

21-05-2026

Jet.AI reported Q1 2026 results with cash of $13.5M (up from $1.8M in Dec 2025) and zero debt, but revenue fell 51.6% YoY to $1.68M and gross loss widened to -$0.23M. The company advanced key AI data center milestones totaling over 1 GW capacity, secured a $5M economic interest in SpaceX, and the flyExclusive merger remains on track for a June 11, 2026 shareholder vote. However, operating loss remained high at $2.87M and accumulated deficit grew to $50.6M, highlighting ongoing cash burn despite the improved liquidity position.

• · Proposed merger with flyExclusive shareholder vote scheduled for June 11, 2026; record date May 8, 2026; S-4 declared effective April 30, 2026.
• · Company sold one HondaJet post-quarter-end in coordination with flyExclusive in preparation for merger close.
• · Consensus Compute JV secured natural gas supply equivalent to 500MW generation capacity for Manitoba campus; third milestone completed.
• · AIIA SPAC valued at approximately $17.23M on balance sheet (Class A + Rights: $1.35M; Class B: $15.88M).
• · Stock-based compensation in G&A was $0.06M in Q1 2026 vs $0.55M in Q1 2025, a significant reduction.
• · Total assets grew 53.4% to $39.4M from $25.7M, primarily due to cash infusion and investment increases.
• · Common shares outstanding surged to 639,738 from 31,413 (Dec 2025), indicating substantial equity issuance.
• · Deposit on aircraft remained at $4.05M, unchanged from December 2025.

21-05-2026

BankUnited, Inc. held its 2026 Annual Meeting on May 21, 2026, where shareholders approved the Amended and Restated 2023 Omnibus Equity Incentive Plan, increasing the share reserve by 1.5 million shares to a total of 2,301,549 shares and extending the plan termination date to May 21, 2036. All nine director nominees were elected, and the appointment of Deloitte & Touche LLP as independent auditor for 2026 was ratified. However, the advisory vote on executive compensation (Say-on-Pay) received only 89.5% support, and the equity plan approval was notably close, with 60.2% for and 39.8% against, indicating significant shareholder dissent.

• · The Amended Plan extends the termination date from May 16, 2033 to May 21, 2036.
• · The equity plan approval received 36,175,265 For votes, 23,906,092 Against, and 993,760 Abstain, with 6,891,801 broker non-votes.
• · The Say-on-Pay proposal received 54,673,360 For, 6,236,321 Against, and 165,436 Abstain, with 6,891,801 broker non-votes.
• · Auditor ratification was overwhelmingly approved with 67,952,223 For, 7,163 Against, and 7,532 Abstain.
• · All director nominees were elected with For votes ranging from 59,527,530 (Sanjiv Sobti) to 60,953,296 (John N. DiGiacomo).

21-05-2026

HCW Biologics Inc. announced the pricing of a $4.0 million private placement of 2,846,975 units at $1.405 per unit to healthcare investors, with E.F. Hutton & Co. as sole placement agent. The company intends to use net proceeds to continue clinical trials for HCW9302, advance IND-enabling studies for its T-Cell Engager HCW11-018b and second-generation immune checkpoint inhibitor HCW11-040, and for general corporate purposes and debt/settlement payments. The offering closed on May 21, 2026, and a registration rights agreement was entered into for resale of shares.

• · The warrants have an exercise price of $1.28 per share, are exercisable immediately, and expire on the five and one-half year anniversary of issuance.
• · Shares of common stock (or pre-funded warrants) and warrants are immediately separable and issued separately.
• · The company entered into a registration rights agreement on May 21, 2026, requiring an initial Form S-1 filing within 60 days of closing.
• · The number of shares issuable to any investor is capped at 4.99% of outstanding common stock after the offering.
• · The company has previously entered into two licensing agreements for exclusive worldwide rights to some proprietary molecules.

21-05-2026

Radian Group Inc. announced the appointment of Michael Weinbach as CEO-Elect effective June 1, 2026, and as CEO and Board member effective August 13, 2026, succeeding Richard G. Thornberry who will retire as CEO and Board member on August 12, 2026. Weinbach will receive a total compensation package including a $1M base salary, a 2026 STI target of $1,166,666, a $6M LTI award, and sign-on equity awards totaling up to $8M in PSUs and RSUs. The company also adopted a new 2026 Inducement Grant Equity Plan reserving 500,000 shares for equity grants to new hires.

• · Weinbach's employment agreement has an initial term through December 31, 2029, with automatic one-year renewals unless 180-day notice is given.
• · Weinbach will receive severance of 2x base salary plus 2x target STI award if terminated without cause or for good reason, plus prorated STI and 18 months of medical coverage reimbursement.
• · The CEO Employment Agreement includes a restrictive covenant with an 18-month non-compete period post-termination.
• · Weinbach must purchase a matching number of shares of Radian common stock to retain the Match Sign-On RSUs.
• · The Inducement Plan was adopted without stockholder approval under NYSE Rule 303A.08.
• · Weinbach holds an MBA from Harvard Business School and a BS in Economics from The Wharton School.

21-05-2026

Veritone, Inc. entered into a Sales Agreement with UBS Securities LLC, Needham & Company, LLC, and Craig-Hallum Capital Group LLC to offer and sell up to $50.0 million of its common stock from time to time in at-the-market offerings. The Sales Agents will receive up to 3.0% of gross sales price as compensation, and the company is not obligated to sell any shares. The filing does not include any period-over-period financial comparisons, so no balanced performance analysis is possible.

• · The Sales Agreement was entered into on May 21, 2026.
• · The offering is made under an existing effective registration statement on Form S-3 (File No. 333-280148) effective June 21, 2024.
• · Sales may be made directly on The Nasdaq Global Market or any other trading market for the company's common stock.
• · The Sales Agents will use commercially reasonable efforts to sell shares based on company instructions.
• · The company will reimburse the Sales Agents for certain expenses and provide indemnification against certain liabilities.
• · The offering may terminate upon election of Sales Agents on adverse events, ten days' advance notice from either party, or mutual agreement.
• · No period-over-period financial data is included in this filing.

21-05-2026

AvalonBay Communities and Equity Residential announced a definitive all-stock merger of equals, creating a combined company with a pro forma equity market capitalization of approximately $52 billion and enterprise value of $69 billion, encompassing over 180,000 rental apartments. The transaction is expected to generate $175 million in gross synergies and $125 million in net synergies, with AvalonBay shareholders receiving 2.793 shares of Equity Residential common stock per share, resulting in 51.2% ownership for AvalonBay and 48.8% for Equity Residential. However, the merger faces execution risks including shareholder approval requirements and integration challenges, and the combined company's initial annualized dividend of $2.81 per share is higher than AvalonBay's current yield but equivalent to Equity Residential's existing dividend.

• · Transaction expected to close in second half of 2026, subject to shareholder approvals and customary conditions.
• · Merger qualifies as a tax-free reorganization for U.S. federal income tax purposes.
• · Combined company will have dual headquarters in Arlington, VA and Chicago, IL, operating under a new name to be announced at closing.
• · Board of Trustees will consist of 7 existing trustees from Equity Residential and 7 existing directors from AvalonBay, with Steve Sterrett as Chairman.
• · Benjamin Schall will serve as President, CEO, and Trustee of the combined company; Mark J. Parrell will retire at closing.
• · Combined company has A3/A- credit ratings from Moody's and S&P respectively.
• · 30% of combined communities include affordable or mixed-income housing, representing about 7,200 affordable units.
• · Both companies intend to maintain regular quarterly dividends until transaction close.

21-05-2026

AvalonBay Communities (AVB) and Equity Residential (EQR) announced a definitive all-stock merger of equals, creating a combined company with a pro forma equity market capitalization of approximately $52 billion and enterprise value of approximately $69 billion, encompassing over 180,000 rental apartments. The transaction is expected to generate $175 million in gross synergies and $125 million in net synergies, with an initial annualized dividend of $2.81 per share. However, the merger is subject to shareholder approvals and other customary closing conditions, with completion expected in the second half of 2026, and involves the retirement of EQR's CEO Mark J. Parrell, introducing leadership transition risk.

• · AvalonBay shareholders will receive 2.793 shares of Equity Residential common stock for each AvalonBay share.
• · The combined company will have dual headquarters in Arlington, VA and Chicago, IL and operate under a new name at closing.
• · The transaction is expected to qualify as a tax-free reorganization for U.S. federal income tax purposes.
• · Both companies intend to maintain regular quarterly dividend payments through completion of the transaction.
• · The combined company currently includes affordable housing in 30% of its communities, representing about 7,200 affordable apartment units.
• · AvalonBay owned or held 319 communities with 98,271 apartment homes as of March 31, 2026.
• · Equity Residential owns 312 properties with 85,211 apartment units.
• · The full management team will be announced prior to closing and is expected to include substantial representation from both companies.

21-05-2026

Sun Communities, Inc. (SUI) has entered into a definitive agreement to sell its UK assets (Park Holidays) to Aermont Capital for an enterprise value of £768M (~$1.03B) in an all-cash transaction expected to close in H2 2026. Post-transaction, North American MH and RV NOI is expected to represent ~95% of total NOI, reinforcing the company's focus on its core North American platform and improving financial flexibility. The sale is subject to UK FCA approval and customary closing conditions, and the company faces execution risks including potential delays or failure to close.

• · The sale is structured as an all-cash transaction with locked box adjustments including cash profits up to closing.
• · Advisors: Lazard Frères & Co. LLC (financial), Jones Day and Taft Stettinius & Hollister LLP (legal) to Sun; Rothschild & Co (financial) and Macfarlanes (legal) to Aermont.
• · Regulatory approval required from the UK Financial Conduct Authority.
• · The company aims to return capital to shareholders as part of its capital allocation strategy.
• · As of March 31, 2026, Sun owned/operated 515 properties with ~179,300 developed sites across the US, Canada, and UK.

21-05-2026

Ivanhoe Electric Inc. disclosed that its majority-owned subsidiary Cordoba Minerals Corp. entered into a consulting agreement with Quentin Markin as interim CEO, effective May 20, 2026. Mr. Markin will receive a monthly fee of $7,500 plus expense reimbursement. The agreement terminates upon appointment of a new CEO or by notice. Mr. Markin continues as EVP of Business Development and Strategy Execution at Ivanhoe Electric and as a Cordoba Minerals director.

• · The consulting agreement was entered into on May 20, 2026, retroactively covering services since Mr. Markin's appointment as interim CEO on March 6, 2026.
• · The agreement can be terminated for cause by Cordoba Minerals or without cause by either party with one month's written notice.
• · Mr. Markin also serves as a director of Cordoba Minerals.

21-05-2026

Charlie's Holdings, Inc. raised $1.27 million through the sale of 6,350,000 shares of common stock at $0.20 per share on May 20, 2026. The offering consisted of $270,000 in cash and $1.0 million in debt forgiveness, with proceeds earmarked for working capital. The transaction was conducted as an unregistered sale under Section 4(a)(2) of the Securities Act.

• · The offering was completed on May 20, 2026.
• · The shares have a par value of $0.001 per share.
• · The subscription agreement is filed as Exhibit 10.1 to the 8-K.
• · The company is not an emerging growth company as defined under the Securities Act.

21-05-2026

Mayville Engineering Company has announced an underwritten public offering of its common stock, with William Blair and Craig-Hallum acting as lead book-runners. Proceeds will be used to reduce borrowings under its senior secured revolving credit facility (including debt from the July 2025 Accu-fab acquisition), fund capital expenditures, and for general corporate purposes. The offering is subject to market conditions and includes a 30-day underwriter option for an additional 15% of shares.

• · MEC has 27 facilities across nine states; 22 are in use
• · Senior secured revolving credit facility matures June 28, 2028
• · Interest rate on the credit facility as of March 31, 2026 was 6.42%
• · Proceeds will partly repay debt from the Accu-fab acquisition completed July 2025
• · Shelf registration statement effective since May 20, 2024
• · Underwriters have a 30-day option to purchase up to an additional 15% of shares offered

21-05-2026

Ford Motor Company entered into a Loan Arrangement and Reimbursement Agreement with the U.S. Department of Energy (DOE) on May 20, 2026, under the Advanced Technology Vehicles Manufacturing (ATVM) Program. The agreement relates to the restructuring of the BlueOval SK joint venture, whereby Ford will acquire two battery manufacturing facilities in Hardin County, Kentucky, and assume related debt, including the Original Note from BOSK. The filing does not disclose the loan amount or financial terms, but the transaction involves the assumption of existing indebtedness and the acquisition of facilities for advanced vehicle battery production.

• · The agreement was executed on May 20, 2026, and filed on May 21, 2026.
• · The transaction involves the restructuring of the BlueOval SK joint venture, with Ford exiting its 50% ownership and acquiring two Kentucky battery facilities.
• · Ford's subsidiary, Ford Energy Battery LLC, will acquire BOSK's leasehold interest in the Kentucky facilities and assume the Original Note.
• · The BOSK Loan Agreement was originally dated December 13, 2024, and amended on November 21, 2025.
• · The facilities are subject to existing mortgages (Existing KY Fee Mortgage and Existing KY Leasehold Mortgage) that secure the Note.
• · The agreement includes standard representations, warranties, and covenants, including a minimum liquidity covenant (Section 9.01).

21-05-2026

Wellgistics Health, Inc. announced a 1-for-50 reverse stock split approved by the board and stockholders to regain compliance with Nasdaq's minimum bid price requirement. The split will take effect on May 26, 2026, reducing outstanding shares from ~125.7 million to ~2.5 million. While the reverse split is intended to boost the stock price above the $1.00 threshold, it does not change the company's fundamental business performance or market capitalization.

• · The reverse split was approved by stockholders on April 2, 2026.
• · No fractional shares will be issued; any fractional share will be rounded up to the nearest whole share.
• · Proportional adjustments will be made to stock options, warrants, convertible securities, and stock incentive plans.
• · The total authorized number of shares will not be reduced.
• · The company's platform connects more than 6,500 pharmacies and 200+ manufacturers.
• · The company's forward-looking statements mention a potential acquisition of WellCare Today, LLC and integration of HealthAssist wearable technologies.

21-05-2026

Skillsoft appointed Ron Kisling as CFO effective immediately, succeeding John Frederick who is retiring. Kisling brings over 40 years of finance experience, including CFO roles at Fastly and Fitbit. The company also announced the sale of its Global Knowledge business unit to Enduring Ventures, expected to close in Q2 fiscal 2026.

• · John Frederick will act as advisor through early September.
• · Frederick's retirement is not related to financial or operating results.
• · Global Knowledge sale is subject to customary closing conditions and regulatory approvals.

21-05-2026

Nocopi Technologies acquired substantially all assets of Polymeric US, Inc. for $2.65 million, funded with $1.75M cash, $0.75M equity (500,000 shares at $1.50/share), and a $0.15M holdback. The acquisition more than triples Nocopi's revenue base, adding over $5M in trailing twelve-month revenue with historically attractive pre-tax margins. However, the company issued 500,000 new shares (diluting existing holders) and appointed Gregory S. Babe as Executive Director of Operations, who along with a Horizon Kinetics affiliate purchased 133,334 shares each at $1.50/share in a private placement.

• · Polymeric was founded in 1993 and has a 30-year operating history.
• · Top 10 customers have an average relationship tenure of more than 5 years.
• · Polymeric generated over $5M in revenue for the trailing twelve months ended March 31, 2026.
• · The acquisition more than triples Nocopi's revenue base.
• · Polymeric will continue to operate under its own brand out of its 25,000 sq ft facility in Kansas City, MO.
• · Gregory S. Babe brings over 40 years of leadership experience and a 'lean growth' philosophy.
• · The private placement involved 266,668 total shares at $1.50/share, raising approximately $400,000.
• · No specific pre-tax margin percentage was disclosed for Polymeric (only described as 'historically attractive').

21-05-2026

Constellation Brands elected Morgan Flatley, Executive Vice President and Global CMO of McDonald's, as an independent director effective May 20, 2026, returning the board to twelve members after Bill Newlands' retirement. Flatley brings extensive global brand-building experience from McDonald's and PepsiCo, which the company expects to support its position as the #1 high-end beer supplier in the U.S. by dollar sales. The filing contains no financial results or negative performance metrics.

• · Flatley has been named to the Forbes World's Most Influential CMOs list multiple times and received Adweek's Brand Genius honor.
• · Prior to McDonald's, Flatley spent 13 years at PepsiCo, most recently as SVP and CMO of Global Nutrition for Quaker, Tropicana, Gatorade, and Naked Juice.
• · Constellation Brands operates in the U.S., Mexico, New Zealand, and Italy.
• · The company describes itself as one of the fastest-growing large CPG companies in the U.S. at retail.

21-05-2026

At the 2026 Annual General Meeting, Aebi Schmidt Holding AG shareholders approved all board proposals, including the election of Barend Fruithof as Chair and an annual dividend of up to $0.10 per share. The Board declared a quarterly dividend of $0.025 per share, payable on June 25, 2026, to shareholders of record on June 5, 2026. The dividend is a return of capital, tax-free for Swiss shareholders.

• · Shareholders elected Barend Fruithof as Chair of the Board; he was previously Vice Chair.
• · The dividend is payable on June 25, 2026, to shareholders of record on June 5, 2026.
• · The dividend is a return of capital, fully paid out of reserves from capital contributions, tax-free for Swiss shareholders.
• · Company employs approximately 6,000 employees and operates production facilities and service centers across Europe and North America.

21-05-2026

HawkEye 360, Inc. entered into a $125 million credit agreement on May 19, 2026, with Bank of America as administrative agent and a syndicate of lenders including Goldman Sachs, Morgan Stanley, and Royal Bank of Canada. The facility provides revolving loans, swingline loans, and letters of credit, with pricing tied to the company's consolidated total net leverage ratio, starting at the most favorable pricing level (Level 4) until the first compliance certificate is delivered. The agreement includes financial covenants, negative covenants, and events of default, with the borrower's subsidiaries acting as guarantors.

• · The credit agreement includes pricing levels based on Consolidated Total Net Leverage Ratio, ranging from Level 1 (>2.50:1) to Level 4 (<1.50:1).
• · Initial Applicable Rate is set at Pricing Level 4 (most favorable) until the first Compliance Certificate is delivered after the first fiscal quarter post-closing.
• · The agreement includes provisions for Incremental Facility Loans, allowing potential future increases in commitments.
• · The borrower's audited financial statements for fiscal year ended December 31, 2025, are referenced as the baseline financials.
• · The agreement contains negative covenants including restrictions on Liens, Indebtedness, Investments, and Dispositions.
• · Events of default include failure to pay, breach of representations, covenant violations, and cross-default provisions.

21-05-2026

Universal Health Services, Inc. (UHS) announced the resignation of Matthew J. Peterson, Executive Vice President and President of Behavioral Health, effective June 19, 2026, to pursue an external non-competitive opportunity. All of his unvested equity awards will terminate, and he will receive no further compensation beyond accrued benefits. CEO Marc D. Miller will assume interim responsibilities for the Behavioral Health Division while a permanent replacement search begins.

• · Mr. Peterson has been with the company since 2019.
• · His resignation is effective June 19, 2026.
• · All unvested stock options, restricted stock units, and performance-based restricted stock units will terminate as of the effective date.
• · No severance or additional compensation beyond accrued benefits and legally required payments.
• · CEO Marc D. Miller will oversee the Behavioral Health Division with the help of Senior Vice Presidents during the interim period.

21-05-2026

Onto Innovation announced the pricing of an upsized private offering of $1.3 billion in 0.00% convertible senior notes due 2031, with an option for an additional $200 million. The company will use approximately $77.1 million for capped call transactions, $205 million to repurchase 0.8 million shares concurrently, and the remainder for general corporate purposes, including potential financing for the acquisition of 27% of Rigaku Holdings Corporation. The notes are zero-coupon and convertible at an initial conversion price of $381.80 per share, representing a 50% premium over the stock's closing price on May 18, 2026.

• · The notes are zero-coupon and do not accrete; they mature on June 1, 2031.
• · Noteholders can convert only upon certain events before March 1, 2031, and at any time after that until two trading days before maturity.
• · Onto Innovation will satisfy conversions by paying cash up to the principal amount and may pay cash, shares, or a combination for any excess.
• · The notes are not redeemable before June 6, 2029; after that, redemption is allowed only if the stock price exceeds 130% of the conversion price for a specified period.
• · Upon a fundamental change, noteholders can require repurchase at principal plus accrued interest.
• · The capped call transactions are designed to reduce potential dilution from conversion, with an initial cap price of $509.06 per share.
• · Option counterparties may engage in hedging activities that could affect the stock price and conversion value.
• · The concurrent share repurchase of $205 million may have increased the stock price, resulting in a higher initial conversion price.
• · The notes and any conversion shares are not registered under the Securities Act and are offered only to qualified institutional buyers.

21-05-2026

ParkerVision announced the appointment of Anthony (Tony) Bowers as a Class II director, filling the vacancy created by the retirement of Lewis H. Titterton, Jr. on May 15, 2026. Mr. Bowers brings over 30 years of corporate and institutional sales experience, including leadership roles at OTR Global and Goldman Sachs, and will support the company's international licensing program and patent enforcement strategy.

• · The vacancy was created by the May 15, 2026 retirement of Lewis H. Titterton, Jr.
• · Mr. Titterton remains a large shareholder and is expected to continue supporting the company.
• · Mr. Bowers holds an MBA in Accounting and Finance from Wharton School and a BA in Economics from Amherst College.
• · ParkerVision is involved in multiple U.S. patent enforcement actions alleging broad infringement.
• · The company's forward-looking statements carry standard risks including those detailed in its 10-K for FY2025 and 10-Q for Q1 2026.

21-05-2026

Direct Digital Holdings, Inc. filed an 8-K to recast portions of its 2025 Form 10-K, reflecting a change in reportable segments from two (buy-side and sell-side) to one consolidated segment (digital advertising), effective Q1 2026, and a 4-to-1 reverse stock split executed on April 27, 2026. The company also unified its buy-side businesses (Orange 142 and Huddled Masses) in October 2024 and launched a new product, Ignition+, in early 2026. No new financial results or performance metrics are provided in this filing.

• · Reverse stock split was 4-to-1, effective April 27, 2026, affecting both Series A and Series B common stock.
• · The company changed from two reportable segments (buy-side and sell-side) to one consolidated segment (digital advertising) effective Q1 2026.
• · Colossus SSP processed over 170 billion average monthly impressions and served approximately 174,000 buyers/advertisers in 2025.
• · The buy-side business (Orange 142) has been in operation since 2013; Colossus Media since 2017.
• · The company completed its IPO in February 2022.
• · The filing does not update any financial results or provide new performance data beyond segment and stock split recasting.

21-05-2026

Jasper Therapeutics, Inc. announced the resignation of board member Christian Nolet effective May 15, 2026, with no disagreement related to company operations. The board appointed Svetlana Lucas, Ph.D. to the Audit Committee. No financial figures or performance metrics were disclosed in this filing.

• · Christian Nolet's resignation was effective immediately on May 15, 2026, and was not due to any disagreement with the company.
• · Svetlana Lucas, Ph.D. was appointed to the Audit Committee of the Board.

21-05-2026

Chenghe Acquisition III Co. announced the resignation of director Ningrong Liu effective May 18, 2026, with no disagreement cited, and the appointment of Zhong Li as an independent Class II director effective the same day. Mr. Li brings over 20 years of experience in finance, regulation, and technology, and will serve on the Audit, Compensation, and Nominating Committees. The filing contains no financial data or period-over-period comparisons.

• · Mr. Li has been designated as a Class II director and will serve until the expiration of that class term.
• · Mr. Li will enter into an indemnification agreement in substantially the same form as other non-employee directors.
• · Mr. Li is not party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.
• · The company is an emerging growth company and has elected not to use the extended transition period for complying with new or revised financial accounting standards.

21-05-2026

Omega Healthcare Investors announced a planned leadership transition: CEO Taylor Pickett will retire on October 1, 2026, and President Matthew Gourmand will succeed him as CEO and join the Board. CFO Bob Stephenson will retire on August 1, 2026, and Chief Accounting Officer Neal Ballew will become CFO. The departures are part of a multi-year succession plan, and both Pickett and Stephenson will remain as consultants after retirement.

• · Pickett's retirement effective October 1, 2026; Stephenson's retirement effective August 1, 2026.
• · Gourmand will join the Board of Directors upon Pickett's retirement.
• · Both Pickett and Stephenson will remain as consultants after retirement.
• · Omega's portfolio grew from 258 assets to 1,124 assets during Pickett's tenure.
• · Omega achieved the highest total shareholder return of all publicly traded REITs over the 25-year period (over 10,000%).
• · Omega's market capitalization increased from approximately $60 million to over $15 billion.
• · Stephenson oversaw the establishment of investment grade credit ratings and a well-laddered maturity schedule with leverage near all-time lows.

21-05-2026

American Tower Corporation declared a quarterly cash distribution of $1.79 per share, payable on July 13, 2026 to stockholders of record on June 12, 2026. The filing also includes director/officer departure/election items, but no details on those changes are provided in the exhibit.

• · Distribution payable on July 13, 2026
• · Record date is June 12, 2026
• · Company is one of the largest global REITs with nearly 150,000 communications sites and a U.S. data center footprint

21-05-2026

Valhi, Inc. declared a regular quarterly dividend of $0.08 per share, payable June 25, 2026 to holders of record June 4, 2026. At the annual meeting, all six director nominees were elected and executive compensation was approved on a nonbinding advisory basis. Following the meeting, Randy L. Hill was appointed to fill the board vacancy caused by the death of W. Hayden McIlroy on April 19, 2026, and was also appointed to the audit committee.

• · Dividend record date: June 4, 2026; payment date: June 25, 2026.
• · All six director nominees were elected for one-year terms.
• · Nonbinding advisory vote on named executive officer compensation was approved.
• · Randy L. Hill was appointed to the board and audit committee following the death of W. Hayden McIlroy on April 19, 2026.
• · Valhi operates in chemicals (TiO2), component products (security and recreational marine), and real estate management/development.

21-05-2026

Addentax Group Corp. entered into a Share Exchange Agreement on May 15, 2026, under which its Hong Kong subsidiary, Yingxi Industrial Chain Investment Co., Ltd., will acquire 41.67% of Riches Family Office Limited from Riches FO Holdings Limited in exchange for 33,500 shares of Addentax common stock issued to Mr. Wu Rui, the company's COO and sole shareholder of Riches FO. The transaction is a related-party deal approved by the audit committee and board, with the share count based on a valuation report from Valtech Valuation Advisory Limited. The closing is subject to Nasdaq notification and customary conditions.

• · The valuation report for Riches Elite Technology (Shenzhen) Co., Ltd. was dated May 13, 2026.
• · The shares will be issued under Regulation S exemption from registration, as Mr. Wu Rui is not a U.S. person.
• · The closing is subject to submission of a Listing of Additional Shares notification to Nasdaq.
• · The transaction was approved by the audit committee and board of directors on May 15, 2026.

21-05-2026

Mohawk Industries held its 2026 Annual Meeting on May 21, 2026, where stockholders approved the 2026 Incentive Plan, elected three directors, ratified KPMG as auditor, and approved executive compensation on an advisory basis. All director nominees received strong support, with Jeffrey S. Lorberbaum receiving 51,075,758 votes for (97.4% of votes cast), while Karen A. Smith Bogart received 42,231,791 votes for (80.3% of votes cast), indicating some shareholder dissent. The advisory vote on executive compensation passed with 48,793,836 votes for (92.9% of votes cast), but 3,732,023 votes against (7.1%) show notable opposition. A stockholder proposal on majority vote standard was not acted upon due to the proponent's absence.

• · The 2026 Incentive Plan will terminate on May 21, 2036, unless extended with shareholder approval.
• · The 2026 Plan allows grants of options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, performance awards, dividend equivalent rights, other equity-based awards, and cash-based awards.
• · Shares reserved under the 2026 Plan are reduced by one share for each share awarded under the Prior Plan after December 31, 2025 and before May 21, 2026.
• · A stockholder proposal regarding a majority vote standard was not acted upon because the proponent or a qualified representative did not attend the Annual Meeting.
• · Broker non-votes totaled 2,725,067 on director elections, advisory compensation, and the 2026 Plan.

21-05-2026

Genvor Inc. (OTCQB: GNVR) announced the appointment of Donald Kalkofen as Chief Financial Officer, effective May 21, 2026. Mr. Kalkofen brings over 20 years of CFO experience in biotechnology, financial services, and technology, including guiding companies through IPOs and complex capital markets transactions. The appointment is intended to support Genvor’s dual-market growth strategy in agriculture and human health, though no specific financial metrics or performance data were disclosed in this filing.

• · Donald Kalkofen is a Certified Public Accountant (inactive) and holds a Bachelor of Arts in Accounting from Washington State University.
• · He led preparations for Alpha Cognition's successful NASDAQ listing and established new banking, audit committee, and investor relations functions.
• · At Protagonist Therapeutics, he supported the company's successful SOX 404(b) implementation.
• · Genvor is developing biological actives for crop protection and plant health alongside consumer-focused peptide solutions.

21-05-2026

ANI Pharmaceuticals held its 2026 Annual Meeting on May 21, 2026, where all seven director nominees were elected, Ernst & Young LLP was ratified as the independent auditor for FY2026, and the say-on-pay proposal was approved on an advisory basis. Stockholders also approved the Amended and Restated 2022 Stock Incentive Plan and voted, on an advisory basis, to hold future say-on-pay votes every one year. However, the say-on-pay proposal received notable opposition with 1,058,460 votes against (7.1% of votes cast), and the Amended 2022 Stock Plan also faced significant dissent with 1,080,387 votes against (7.3% of votes cast).

• · The record date for the Annual Meeting was March 23, 2026.
• · All seven director nominees were elected with the lowest 'For' votes received by Renee P. Tannenbaum (14,063,620) and the highest by Nikhil Lalwani (14,873,796).
• · The ratification of Ernst & Young LLP passed overwhelmingly with 16,874,103 'For' votes and only 7,333 'Against'.
• · The advisory vote on the frequency of say-on-pay resulted in 14,412,299 votes for 'One Year', 4,947 for 'Two Years', 467,236 for 'Three Years', and 11,343 abstentions.
• · The Amended 2022 Stock Plan received 13,806,050 'For' votes, 1,080,387 'Against', and 9,388 abstentions, with 2,030,222 broker non-votes.

21-05-2026

On May 18, 2026, Global Interactive Technologies, Inc. (GITS) appointed CEO Taehoon Kim as Principal Financial Officer and Principal Accounting Officer, effective immediately, following the resignation of CFO Juhyon Shin. Mr. Kim, 52, has a background as CTO and VP at Hanryu Holdings and founder of Rulemakr Inc. No material plan or arrangement was entered into in connection with the appointment, and the only related-party transaction is a short-term $583 loan from the company to Mr. Kim at 0% interest, which matured on January 7, 2026.

• · Mr. Kim was appointed as CTO and VP of Hanryu Holdings on June 1, 2022, and interim CEO on February 26, 2024.
• · He founded Rulemakr Inc. and served as CEO from June 2014 to May 2021.
• · He holds a bachelor's degree in German Language Education (Feb 1997) and an MBA (Feb 2014) from Seoul National University.
• · No family relationships exist between Mr. Kim and any director or executive officer.
• · The short-term loan of $583 at 0% interest was made on January 8, 2025, and matured on January 7, 2026.

21-05-2026

At the May 21, 2026 Annual Meeting, VeriSign stockholders approved an amendment and restatement of the 2006 Equity Incentive Plan, extending its termination date to 2036 without increasing available shares, and ratified all five proposals including the election of directors and advisory approval of executive compensation. Notably, director Matthew J. Desch received a significant vote against his election (over 20.8 million against, or 27% of votes cast), while the stockholder proposal for an independent board chairman was soundly defeated with over 58.6 million votes against. All other directors and proposals passed comfortably.

21-05-2026

Erie Indemnity Company announced on May 21, 2026 that Executive Vice President and CFO Julie M. Pelkowski will retire at the end of 2026 after more than 25 years of service. The retirement is not due to any disagreement or dispute with the company. No successor or interim CFO has been named in the filing.

• · Ms. Pelkowski served as Executive Vice President and CFO since 2023.
• · The retirement is effective at the end of 2026.
• · No successor or interim CFO has been announced.

21-05-2026

At its 2026 annual meeting on May 20, 2026, Reinsurance Group of America, Incorporated (RGA) shareholders approved an amendment and restatement of the Employee Stock Purchase Plan (A&R ESPP), increasing authorized shares by 300,000 to a total of 400,000 shares. All eleven director nominees were elected, and shareholders also approved the advisory vote on executive compensation and ratified Deloitte & Touche LLP as independent auditor for fiscal 2026. The meeting saw strong shareholder turnout of approximately 92% of outstanding voting shares.

• · Shareholder turnout was approximately 92% of outstanding voting shares (60,832,411 shares represented).
• · All 11 director nominees were elected with strong support; the lowest vote total was Shundrawn Thomas with 56,029,149 For votes.
• · Advisory vote on executive compensation passed with 57,446,754 For, 623,075 Against, and 72,108 Withheld.
• · Ratification of Deloitte & Touche LLP as independent auditor for fiscal 2026 passed with 58,349,211 For, 2,468,496 Against, and 14,704 Withheld.
• · The A&R ESPP was approved with 58,059,710 For, 33,921 Against, and 48,306 Withheld.
• · The A&R ESPP increases authorized shares by 300,000 to a total of 400,000 shares.

21-05-2026

Rithm Capital Corp. held its 2026 Annual Meeting on May 21, 2026, where stockholders approved the First Amendment to the 2023 Omnibus Incentive Plan, increasing the share reserve by 35 million shares to 69.24 million shares, and elected two Class I directors (David Saltzman and William D. Addas). Stockholders also ratified Ernst & Young LLP as the independent auditor for fiscal 2026 and approved, on a non-binding advisory basis, the compensation of named executive officers. However, the advisory vote on executive compensation showed significant opposition, with 32.85 million votes against and 4.38 million abstentions, representing about 15% of votes cast (excluding broker non-votes).

• · The First Amendment increased the share reserve by 35,000,000 shares to a total of 69,240,000 shares, less one share for every share subject to an award granted under the 2023 Plan on or after April 1, 2026 and prior to the Annual Meeting.
• · Broker non-votes totaled 146,946,021 shares on director elections, executive compensation, and the plan amendment, indicating significant institutional non-participation.
• · The ratification of Ernst & Young LLP as auditor passed with 368,163,966 votes for, 3,268,629 against, and 3,906,816 abstentions, with no broker non-votes on this routine matter.
• · The advisory vote on executive compensation had 191,163,402 votes for, 32,850,187 against, and 4,379,801 abstentions, reflecting notable shareholder dissent.

21-05-2026

Citigroup Inc. filed an 8-K on May 21, 2026, covering director/officer departure or election matters (Items 5.02 and 5.07). The filing lists Citigroup's various securities registered under Section 12(b) of the Exchange Act, including common stock, depositary shares for preferred stock, trust preferred securities, and multiple series of medium-term senior notes. No financial results or period-over-period comparisons were provided in this filing.

• · The 8-K covers Items 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers) and 5.07 (Submission of Matters to a Vote of Security Holders).
• · Specific details on board changes or shareholder votes were not disclosed in this excerpt; the filing primarily contains the exhibit listing registered securities.

21-05-2026

Victory Capital Holdings, Inc. entered into a Seventh Amendment to its Credit Agreement on May 18, 2026, establishing $980,075,000 in Tranche B-4 Term Loans to refinance all outstanding Tranche B-3 Term Loans. The amendment reduces the Applicable Rate on Term SOFR Loans from the prior rate to 1.75% per annum and on ABR Loans to 0.75% per annum, and eliminates any credit spread adjustment on Term SOFR. The refinancing was executed via a combination of cashless exchanges by converting lenders and cash settlements for non-participating lenders, with Royal Bank of Canada acting as Fronting Bank.

• · The amendment was dated May 18, 2026, and filed on May 21, 2026.
• · The Tranche B-4 Term Loans have an initial Interest Period of three months ending June 30, 2026.
• · The amendment eliminates any credit spread adjustment applicable to the determination of Term SOFR.
• · The refinancing involved cashless exchanges for converting lenders and cash settlements for non-converting and non-participating lenders, with a 30-day period for subsequent purchase of reallocated term loans by participating lenders.
• · The Tranche B-4 Term Commitments terminate immediately after funding on the Seventh Amendment Effective Date, and amounts paid or prepaid may not be reborrowed.

21-05-2026

Hoth Therapeutics announced a restructuring to become Rocket One Inc., pivoting to AI semiconductor infrastructure with exclusive licenses from VCU for nanomagnetic matrix multiplier and spintronic memory technologies. The company will continue its biotech programs in a separate subsidiary. However, the technologies are early-stage, no commercial products exist, and the company faces significant capital needs and competition.

• · The restructuring was unanimously approved by the Board of Directors.
• · The licensed technologies include a patent application that may not issue with broad claims.
• · Risks include government use rights under the Bayh-Dole Act due to federal research funding.
• · The company plans to pursue a capital-efficient growth strategy including partnerships and acquisitions.
• · Biotechnology operations will be placed in a separate wholly-owned subsidiary.

21-05-2026

Alexander's Inc. held its 2026 Annual Meeting on May 21, 2026, where stockholders approved the 2026 Omnibus Stock Plan (replacing the 2016 Plan) and re-elected three directors. The plan authorizes 500,000 shares for issuance, including 477,121 shares remaining from the prior plan. All four proposals passed with strong support, including 93.01% of shares represented at the meeting.

• · Proposal 1: Thomas R. DiBenedetto received 4,133,474 For, 304,109 Withheld; Mandakini Puri received 4,331,357 For, 106,226 Withheld; Russell B. Wight Jr. received 4,148,104 For, 289,479 Withheld.
• · Proposal 2 (2026 Plan): 4,145,387 For, 290,016 Against, 2,180 Abstain.
• · Proposal 3 (Say-on-Pay): 4,158,627 For, 269,192 Against, 9,764 Abstain.
• · Proposal 4 (Auditor Ratification): 4,709,348 For, 40,195 Against, 623 Abstain.
• · Broker non-votes: 312,583 on Proposals 1-3.
• · Directors continuing after meeting: Steven Roth, David M. Mandelbaum, Wendy A. Silverstein, Arthur I. Sonnenblick.

21-05-2026

Trinity Capital Inc. issued $300 million aggregate principal amount of 7.000% Notes due 2031, generating net proceeds of approximately $294.54 million after underwriting discounts and expenses. The company intends to use the net proceeds to repay outstanding secured indebtedness under its credit agreement with KeyBank. The notes are unsecured and rank pari passu with existing unsecured unsubordinated debt.

• · The Notes mature on May 21, 2031 and may be redeemed at the company's option at any time prior to April 21, 2031 at par plus a make-whole premium, and at par on or after April 21, 2031.
• · Interest is payable semi-annually on May 21 and November 21, commencing November 21, 2026.
• · The notes are direct, general unsecured obligations ranking senior to subordinated debt, pari passu with other unsecured unsubordinated debt, effectively junior to secured debt, and structurally junior to all obligations of subsidiaries.
• · The indenture includes covenants requiring compliance with asset coverage requirements under the Investment Company Act of 1940 and to provide financial information if the company ceases to be subject to Exchange Act reporting.
• · Upon a change of control repurchase event, the company must offer to purchase the notes at 100% of principal plus accrued interest.

21-05-2026

White Mountains Insurance Group held its 2026 Annual General Meeting on May 21, 2026, where all four Class II director nominees (Liam P. Caffrey, Mary C. Choksi, John K. Chu, and Weston M. Hicks) were elected. Director Steven M. Yi did not stand for re-election and completed his tenure. The advisory resolution on executive compensation passed with 98% approval (1,993,894 votes for), and PricewaterhouseCoopers LLP was ratified as the independent auditor for 2026. Notably, director Weston M. Hicks received significant opposition with 167,615 votes against (8.2%), the highest against any nominee.

• · Director Weston M. Hicks received 167,615 votes against (8.2% of votes cast), compared to other nominees who received between 28,706 and 112,006 votes against.
• · Broker non-votes totaled 223,336 on all director elections and the executive compensation advisory vote, representing about 9.0% of outstanding shares.
• · The independent auditor ratification (Proposal 3) had no broker non-votes and passed with 2,186,203 votes for, 69,271 against, and 2,180 abstentions.
• · Director Steven M. Yi's departure is due to not standing for re-election, not a contested removal.

21-05-2026

HNI Corp disclosed two key items in its 8-K filing. First, the Board approved a new Change in Control Employment Agreement for CFO Vincent P. Berger II, effective June 1, 2026, with terms substantially identical to the prior agreement. Second, at the May 20, 2026 annual meeting, shareholders elected three directors (John R. Hartnett, Larry B. Porcellato, Dhanusha Sivajee), ratified KPMG as auditor, and approved executive compensation on an advisory basis. All proposals passed with strong support, though director Porcellato received the highest number of against votes (2,685,311).

• · The new CIC Agreement has a ten-year term and replaces the prior agreement that terminates on June 1, 2026.
• · Under the CIC Agreement, severance benefits include a lump-sum payment equal to two times the sum of annual base salary and average incentive compensation for the prior two years.
• · The CIC Agreement includes non-competition provisions for one year post-termination.
• · Shareholder votes: Hartnett received 55,897,303 for and 1,702,351 against; Porcellato received 54,914,744 for and 2,685,311 against; Sivajee received 56,170,539 for and 1,421,163 against.
• · Ratification of KPMG: 63,007,838 for, 370,208 against, 48,582 abstain.
• · Advisory vote on executive compensation: 56,108,616 for, 1,453,871 against, 63,909 abstain.
• · Broker non-votes were 5,800,232 for each director election and the compensation vote.

21-05-2026

Cohen & Steers, Inc. (NYSE: CNS) announced the appointment of Amit Muni as Executive Vice President and Chief Financial Officer, effective June 8, 2026. Muni brings over two decades of experience from CI Financial Corp. (CFO of $550+ billion AUM firm) and WisdomTree, Inc. He will succeed Michael Donohue, who has served as Interim CFO since October 17, 2025 and will return to his role as Controller. The appointment is part of the firm's strategy to expand its global real assets platform and grow in wealth and private markets.

• · Amit Muni will join the firm's Executive Committee and report to CEO Joseph Harvey.
• · Michael Donohue served as Interim CFO since October 17, 2025 and will continue in that role until June 8, 2026, then return to his role as Controller.
• · Muni's prior experience includes senior finance and accounting roles at the International Securities Exchange (ISE), Instinet Group, PricewaterhouseCoopers and National Securities Clearing Corporation.
• · Cohen & Steers was founded in 1986 and is headquartered in New York City with offices in London, Dublin, Hong Kong, Tokyo and Singapore.

21-05-2026

Knife River Corp appointed Peggy S. Rebstock as Vice President, Chief Accounting Officer and Controller effective May 21, 2026, with an annual base salary of $320,000 and target cash incentive of 50% for 2026. Marney L. Kadrmas was named Senior Vice President of Financial Strategy, transitioning from her former role as Vice President and Chief Accounting Officer. At the annual meeting, all three proposals were approved, including the election of directors Karen B. Fagg and Brian R. Gray, advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as auditor.

• · Peggy S. Rebstock, age 53, previously served as Vice President of Financial Planning and Analysis since October 2024.
• · Rebstock's target equity award value for 2027 is expected to be 65% of base salary, subject to Compensation Committee approval.
• · Rebstock is eligible for the Change in Control Severance Plan with a 2x multiple.
• · Marney L. Kadrmas transitioned to Senior Vice President of Financial Strategy effective May 21, 2026.
• · At the annual meeting, Karen B. Fagg received 44,894,087 votes for, 2,265,537 against, 43,546 abstentions, and 4,455,896 broker non-votes.
• · Brian R. Gray received 47,091,577 votes for, 60,554 against, 51,039 abstentions, and 4,455,896 broker non-votes.
• · Advisory vote on executive compensation: 45,322,044 for, 1,777,385 against, 103,741 abstentions, 4,455,896 broker non-votes.
• · Ratification of Deloitte & Touche: 49,836,805 for, 1,769,228 against, 53,033 abstentions.

21-05-2026

Energy Services of America Corporation appointed Troy Taylor, 54, as Chief Operating Officer (COO) on May 20, 2026. Mr. Taylor brings 35 years of construction industry experience and previously served as the company's Chief Operations Manager from 2025 to 2026. No material compensatory arrangements or transactions requiring disclosure were entered into in connection with his appointment.

• · Mr. Taylor is 54 years old.
• · He served as Vice President of CJ Hughes Construction Company, Inc. from 2011 to 2025.
• · His expertise includes construction management, inspection services, equipment management, estimating, business development, and customer relations.
• · No material plan, contract, or arrangement was entered into with Mr. Taylor in connection with his appointment.