US Material Events SEC 8-K Filings — May 22, 2026

22-05-2026

Investar Holding Corporation held its 2026 Annual Meeting on May 20, 2026, where shareholders approved all five proposals, including the election of 13 directors, ratification of BDO USA as auditor, advisory approval of executive compensation, a one-year frequency for future say-on-pay votes, and the Second Amended and Restated 2017 Long-Term Incentive Compensation Plan. The Plan authorizes up to 1,800,000 new shares and extends through May 19, 2036. However, shareholder support for the Plan was relatively modest, with 5,740,224 votes in favor versus 1,353,778 against, representing a significant 19.1% opposition rate among votes cast (excluding broker non-votes).

• · The Plan may be amended or discontinued at any time by the board, subject to shareholder approval for certain amendments; no amendment may materially impair prior awards without consent.
• · No awards may be granted under the Plan after May 19, 2036.
• · The advisory vote on frequency of future say-on-pay votes resulted in 6,964,284 votes for every one year, 93,701 for every two years, 311,861 for every three years, and 63,727 abstentions.
• · The board intends to hold future advisory votes on executive compensation annually until the next required frequency vote, expected at the 2032 Annual Meeting.
• · Ratification of BDO USA as auditor received overwhelming support: 9,715,205 for, 223 against, 33,312 abstentions.
• · Advisory approval of named executive officer compensation passed with 7,321,191 for, 42,699 against, 69,683 abstentions.

22-05-2026

Everspin Technologies held its 2026 Annual Meeting on May 21, 2026, where stockholders approved the amendment and restatement of the 2016 Equity Incentive Plan, adding 1,800,000 shares for issuance. All seven director nominees were elected, and the appointment of Ernst & Young LLP as auditor was ratified. The say-on-pay proposal and the equity plan amendment received stockholder approval, though the equity plan had significant opposition with 3,216,931 votes against.

• · Proposal 4 (equity plan) received 7,462,346 for, 3,216,931 against, 50,102 abstain, and 4,376,160 broker non-votes.
• · Proposal 3 (say-on-pay) received 10,374,156 for, 215,571 against, 139,652 abstain.
• · Proposal 2 (auditor ratification) received 15,056,251 for, 35,168 against, 14,120 abstain.
• · Director Darin G. Billerbeck received 7,326,985 for and 3,402,394 withheld; Douglas Mitchell received 7,695,263 for and 3,034,116 withheld.
• · Committee assignments: Audit Committee chaired by Geoffrey Ribar; Compensation Committee chaired by Glen Hawk; Nominating and Corporate Governance Committee chaired by Douglas Mitchell.

22-05-2026

LiveWire Group, Inc. acquired substantially all assets of Dust Motorcycles, Inc. for total consideration of up to $13.0M, comprising $375k cash, $500k in common stock at closing, three annual $875k stock installments, and up to $11.25M in contingent earn-out stock payments. Separately, LiveWire amended its contract manufacturing agreement with KYMCO, revising exclusivity terms and switching to FOB pricing. At the 2026 Annual Meeting, all seven director nominees were elected and KPMG LLP was ratified as independent auditor for FY2026.

• · The Dust acquisition was consummated on May 18, 2026, the same day the agreement was entered into.
• · Stock issuance for the acquisition relies on Section 4(a)(2) exemption based on Seller being an accredited investor.
• · At the 2026 Annual Meeting, all director nominees received over 181 million votes in favor, with broker non-votes of approximately 11.34 million.
• · Ratification of KPMG as auditor passed with 193,641,297 votes for, 36,746 against, and 1,488 abstentions.
• · The KYMCO exclusivity does not apply to the manufacture of powertrains used in applicable products.
• · After the exclusivity period, LiveWire may terminate for one or more products upon two years' notice, subject to termination charges.

22-05-2026

At its 2026 Annual Meeting on May 19, 2026, First Northwest Bancorp shareholders approved the Amended and Restated 2020 Equity Incentive Plan, increasing authorized shares from 520,000 to 820,000 and raising the annual non-employee director compensation limit from $150,000 to $175,000. However, Proposal 2 to remove supermajority provisions from the Articles of Incorporation failed, receiving only 67.37% of outstanding shares in favor, short of the required 80% threshold. All nine director nominees were elected with strong support (ranging from 87.26% to 93.34% of votes cast).

• · The Amended Plan will terminate 10 years after its effective date, unless terminated earlier by the Board.
• · Proposal 2 (removing supermajority provisions) received 6,399,941.98 votes for (98.85% of votes cast), 68,769.68 against, 5,679 abstain, and 1,267,289 broker non-votes, but failed because it required 80% of outstanding shares (approximately 7,599,440 shares).
• · Proposal 3 (Equity Incentive Plan) received 5,851,403.42 for (90.38%), 275,255.24 against, 347,732 abstain.
• · Proposal 4 (Say-on-Pay) received 5,480,183.31 for (84.64%), 583,739.24 against, 410,468.11 abstain.
• · Proposal 5 (Auditor ratification) received 7,285,594.98 for (94.11%), 392,092.68 against, 63,992 abstain, with zero broker non-votes.
• · All director nominees were elected with support ranging from 87.26% (Sherilyn G. Anderson) to 93.34% (Curt T. Queyrouze) of votes cast.

22-05-2026

XOMA Royalty Corporation amended its Bylaws to opt out of Nevada's controlling interest acquisition statutes and to designate the Eighth Judicial District Court of Clark County, Nevada, as the exclusive forum for internal corporate disputes, while preserving federal court jurisdiction for federal securities law claims. The amendments were adopted on May 22, 2026, and are intended to provide clarity and predictability regarding corporate governance and litigation venues.

• · The amendment adds a new Section 11 to Article VII, making NRS 78.378 to 78.3793 (controlling interest acquisition statutes) inapplicable to the Company and any acquisition of its shares.
• · A new Article IX establishes the Eighth Judicial District Court of Clark County, Nevada, as the exclusive forum for internal corporate disputes, including breach of fiduciary duty claims and actions under Nevada corporate law.
• · The exclusive forum provisions do not apply to claims under the U.S. Securities Exchange Act of 1934 or other claims subject to exclusive federal jurisdiction.
• · If the designated Nevada court lacks jurisdiction, the forum defaults to another state district court in Nevada, then to a federal court in Nevada.
• · The federal district courts of the United States are designated as the exclusive forum for claims arising under federal securities laws.

22-05-2026

Zoetis Inc. held its 2026 Annual Meeting on May 20, 2026, where all 12 director nominees were elected, and shareholders approved executive compensation on an advisory basis, with a preference for annual votes. However, a shareholder proposal to permit action by written consent was not approved. Additionally, Ms. Louise M. Parent retired from the Board effective May 20, 2026.

• · Shareholder proposal for written consent received 167,308,882 votes for and 190,220,865 against, failing to pass.
• · Advisory vote on executive compensation had 306,328,992 for and 51,638,692 against.
• · Ratification of KPMG as auditor passed with 367,031,759 for and 11,450,123 against.
• · Broker non-votes were 20,464,303 for director elections and other proposals except ratification.

22-05-2026

Starfighters Space, Inc. (NYSE American: FJET) announced a $17.5 million strategic equity investment led by global institutional investors to accelerate its STARLAUNCH program, infrastructure expansion, and commercial space development. The financing is expected to close on or about May 27, 2026, and represents a milestone as the company transitions from capability development toward scaled commercial execution. However, the company faces execution risks including regulatory approvals, launch licensing, and development timelines, with a targeted space demonstration flight for STARLAUNCH II still 18 to 24 months away.

• · The company completed its IPO in December 2025.
• · Recent completion of wind tunnel testing for STARLAUNCH I validated key system dynamics and reduced technical risk.
• · STARLAUNCH II has a targeted space demonstration flight timeline over the next 18 to 24 months, subject to regulatory approvals and program execution.
• · The securities sold in the private placement have not been registered under the Securities Act of 1933 and may not be offered or sold in the U.S. absent registration or an applicable exemption.
• · The company has agreed to file a registration statement with the SEC registering the resale of the shares of common stock issued in the private placement.
• · Cantor is serving as exclusive placement agent; DLA Piper LLP (US) is legal advisor to Cantor; McMillan LLP is legal advisor to Starfighters Space.

22-05-2026

Wayfair Inc. held its 2026 Annual Meeting on May 21, 2026, where stockholders approved all four proposals: election of nine director nominees, ratification of PricewaterhouseCoopers LLP as auditor for fiscal 2026, a non-binding advisory vote on executive compensation, and an amendment to the 2023 Incentive Award Plan to increase authorized shares by 20,000,000. While director elections and auditor ratification passed overwhelmingly, the advisory vote on executive compensation and the share plan amendment received notable opposition, with 24.6% and 21.7% of votes cast against, respectively.

• · Broker non-votes totaled 10,775,007 on all director elections and proposals 1, 3, and 4; proposal 2 (auditor ratification) had no broker non-votes.
• · Director Michael Kumin received the lowest support among nominees with 273,900,950 votes for and 34,801,195 abstentions.
• · The auditor ratification passed with 319,440,139 votes for, only 18,316 against, and 18,697 abstentions.
• · The 2026 Annual Meeting was held on May 21, 2026, and the 8-K was filed on May 22, 2026.

22-05-2026

Neuronetics, Inc. appointed Francis X. Brown III as Interim Principal Financial and Accounting Officer effective May 5, 2026, with an initial $25,000 payment. On May 18, 2026, the company amended his consulting agreement to provide ongoing service until a full-time controller and principal financial officer are hired, with monthly compensation of $26,000 in lieu of an hourly rate. The filing reflects a transitional financial leadership arrangement but does not disclose any negative or flat performance metrics.

• · The amended consulting agreement clarifies that Mr. Brown's service as Interim PAO continues until the company employs a full-time controller and a full-time principal financial and accounting officer, or another date agreed in writing.
• · The initial $25,000 payment was made under the original consulting agreement dated April 22, 2026.
• · The filing does not include any financial results, revenue figures, or period-over-period comparisons.

22-05-2026

Vishay Precision Group (VPG) announced the retirement of CFO William M. Clancy effective December 31, 2026, with a transition agreement providing salary continuation through June 2028 and partial vesting of performance-based RSUs. The company also amended CEO Ziv Shoshani's employment agreement to increase his target annual equity award to 225% of base salary and set his annual bonus target at 100% of base salary (max 150%). Additionally, VPG entered into new employment agreements with Chief Business and Product Officer Yair Alcobi (base salary of 1,372,800 NIS/year) and COO Rafi Ouzan (base salary of 1,150,763 NIS/year), both with target bonuses of 65% of base salary. At the 2026 Annual Meeting, all six director nominees were elected, though Sejal Shah Gulati and Nava Swersky Sofer received significant withheld votes (3,951,832 and 3,359,287 votes withheld, respectively).

• · CFO William Clancy's retirement effective December 31, 2026; base salary continuation through June 30, 2028.
• · Clancy's 2024 PBRSUs vest fully on normal date; 2025 PBRSUs vest two-thirds; 2026 PBRSUs vest one-third; all other PBRSUs forfeited.
• · CEO Ziv Shoshani's annual equity award increased to approximately 225% of base salary (from prior level).
• · CAO Amir Tal's annual equity award set at approximately 100% of base salary.
• · CBPO Yair Alcobi and COO Rafi Ouzan each receive 50% of annual LTI in time-based RSUs and 50% in PBRSUs.
• · Severance for Alcobi and Ouzan includes 18 months base salary continuation, full RSU vesting, and pro-rata bonus.
• · At the Annual Meeting, Sejal Shah Gulati received 3,951,832 withheld votes (20.2% of total voting power) and Nava Swersky Sofer received 3,359,287 withheld votes (17.1%).
• · Ratification of Deloitte affiliate as auditor passed with 20,750,950 votes for, 8,343 against.
• · Advisory vote on executive compensation passed with 19,464,194 votes for, 139,403 against.

22-05-2026

Classover Holdings, Inc. (NASDAQ: KIDZ; KIDZW) entered into a $100 million equity purchase facility agreement with Chardan Capital Markets, allowing the sale of up to $100 million of Class B common stock subject to stockholder approval. The company intends to use proceeds to expand into AI compute infrastructure, GPU cloud platforms, and data center ecosystems, and plans to rebrand as 'KIDZ AI Inc.' The strategic shift targets vertical integration in AI infrastructure, but the facility requires stockholder approval and is subject to market conditions, capital availability, and regulatory requirements.

• · The press release contains forward-looking statements that caution about risks including obtaining market acceptance, Nasdaq listing maintenance, and crypto asset price fluctuations (SOL).
• · Classover is currently described as an AI-driven education technology company with live teaching experience and proprietary AI-powered learning systems integrated with AI agents and robotics.
• · The facility is subject to stockholder approval and terms and conditions in the agreement.

22-05-2026

Nine Energy Service, Inc. announced the permanent appointment of Heather Schmidt as Chief Financial Officer, effective May 22, 2026, after she served as Interim CFO since May 11, 2026. Ms. Schmidt, a 14-year company veteran, will receive a base salary of $425,000, a target annual bonus of 75% of base salary, and long-term incentive awards totaling $600,000 in target value (split equally between time-based RSUs and performance-based cash awards). The filing does not include any financial results or period-over-period comparisons, so no negative or flat metrics are present.

• · Ms. Schmidt joined Nine Energy Service in 2012 and most recently served as Senior Vice President of Strategic Development and Investor Relations since November 2024.
• · The performance-based cash award has a maximum payout of 200% of the $300,000 target, based on relative total shareholder return over three annual performance periods.
• · Severance for a Qualifying Termination includes 1x base salary plus target bonus paid over 12 months, increasing to 2x if termination occurs within 24 months after a change in control.
• · No family relationships or reportable transactions exist between Ms. Schmidt and the company's directors or officers.

22-05-2026

Columbus Acquisition Corp. issued a $25,000 convertible promissory note to WISeSat.Space Corp. on May 21, 2026, in connection with a business combination agreement. The note is convertible into units at $10.00 per unit or shares at $5.00 per share, and bears no interest. The filing also includes a trust waiver limiting recourse to the trust account.

• · The note is issued under Section 8.19(a) of the BCA for 50% of an Extension Payment.
• · Conversion price is $10.00 per Conversion Unit (equivalent to CAC Private Units) or $5.00 per Conversion Share in certain termination scenarios.
• · No interest accrues on the note.
• · The note includes a trust waiver, preventing claims against the trust account established for public shareholders.

22-05-2026

VolitionRx Ltd (VNRX) disclosed on May 21, 2026, that it failed to comply with a minimum Market Capitalization Covenant under two senior secured convertible promissory notes held by Lind Global Asset Management XII LLC, with original principal amounts of $7,500,000 (issued May 15, 2025) and $2,400,000 (issued January 7, 2026). The company entered into a waiver with Lind that waives certain rights and remedies arising from the breach, including acceleration and foreclosure, but imposes an additional payment equal to 10% of the outstanding principal of each note. Lind may also convert outstanding principal into common stock at a discounted price, subject to a 4.99% beneficial ownership cap.

• · The waiver was entered into on May 21, 2026, and filed on May 22, 2026.
• · Lind waived rights to declare amounts due, demand immediate payment, accelerate obligations, or foreclose on collateral due to the covenant breach.
• · The conversion price for Lind's conversion demand is the lower of the then-current Conversion Price or 90% of the average of the three lowest VWAPs during the 20 trading days prior to conversion notice.
• · The waiver document will be filed as an exhibit to the company's Quarterly Report on Form 10-Q on or before August 14, 2026.

22-05-2026

Noble Corporation plc (NYSE: NE) announced the appointment of Jeff Miller, Chairman, President, and CEO of Halliburton, to its Board of Directors effective May 21, 2026. The move adds deep offshore and international industry expertise to Noble's board as the company continues to execute its long-term strategy.

• · Mr. Miller will serve as a director on Noble's Board, effective as of the press release date.
• · Charles M. Sledge welcomed Miller, citing his deep industry expertise and strength in strategic planning and international business.
• · Miller has been at Halliburton since 1997 and has held roles including Chief Operating Officer, SVP of Business Development, and regional VP roles in the Gulf of Mexico, Angola, and Indonesia.
• · Miller holds a BS in agriculture and business from McNeese State University and an MBA from Texas A&M University.
• · The press release notes Noble owns one of the most modern, versatile, and technically advanced offshore drilling fleets.

22-05-2026

SM Energy Company held its Annual Meeting on May 21, 2026, where all incumbent directors were re-elected and stockholders approved executive compensation (non-binding) and the ratification of Deloitte & Touche as auditor for 2026. Separately, the Board increased long-term incentive plan targets for CEO Elizabeth McDonald to $5.8M (40% RSUs, 60% PSUs) and COO Blake McKenna to $2.4M (50% RSUs, 50% PSUs), and amended McDonald's change-of-control severance agreement to provide 3x salary plus bonus and 24 months of benefits. While director elections were generally strong, Julio M. Quintana received 20.6 million against votes (10.8% opposed), and the say-on-pay proposal had 9.0 million against votes (4.7% opposed), indicating some shareholder dissent.

• · Director Julio M. Quintana received the highest against vote count at 20,600,130 shares (10.8% of votes cast), while Ashwin Venkatraman had the lowest against count at 293,905 shares.
• · The ratification of Deloitte & Touche as auditor passed overwhelmingly with 215,183,397 for votes and only 325,601 against.
• · The amended change-of-control agreement for CEO McDonald includes a lump sum of 3x base salary plus 3x base salary multiplied by target bonus, plus pro-rated target bonus, plus 24 months of company-paid medical/dental/vision insurance.
• · The Board increased CEO McDonald's LTIP target from a previously disclosed amount (not specified in this filing) to $5.8M, and COO McKenna's to $2.4M.

22-05-2026

Integer Holdings Corporation approved amendments to CEO Payman Khales' employment agreement and named executives' change of control agreements to provide accelerated vesting of performance-based equity awards upon qualifying termination around a change of control. The Board also approved $4,406,100 in aggregate retention bonuses for five executives, payable 50% on Dec 31, 2026 and 50% upon a change of control. Stockholders approved all four proposals at the May 20, 2026 Annual Meeting, including the 2026 Omnibus Incentive Plan (with 1,000,000 new shares plus rollover shares) and the election of all 11 directors, though several directors received notable withhold votes (up to 2.48 million shares withheld).

• · The 2026 Omnibus Incentive Plan expires on May 20, 2036 (10-year term).
• · All incentive compensation under the 2026 Plan is subject to clawback under the Company's Incentive Compensation Recoupment Policy.
• · Proposal 1 (Election of directors): All 11 nominees received majority FOR votes, but Tyrone Jeffers had 2,423,486 withheld, M. Craig Maxwell had 2,482,983 withheld, and Donald J. Spence had 2,430,264 withheld — representing approximately 8.3% of votes cast for those nominees.
• · Proposal 2 (Ratify auditor): FOR 30,439,879; AGAINST 523,970; ABSTAINED 8,137 — strong support.
• · Proposal 3 (Advisory say-on-pay): FOR 28,727,674; AGAINST 393,504; ABSTAINED 10,160; Broker NON-VOTE 1,840,648 — approved with ~98.6% support of votes cast (excluding broker non-votes).
• · Proposal 4 (2026 Plan): FOR 27,750,271; AGAINST 1,378,718; ABSTAINED 2,349; Broker NON-VOTE 1,840,648 — approved with ~95.3% support of votes cast (excluding broker non-votes).
• · The 2026 Plan also includes rollover of shares remaining available under the 2021 Plan plus shares subject to outstanding 2021 Plan awards that later become forfeited or lapse (in addition to the new 1,000,000 share reserve).

22-05-2026

Dynex Capital, Inc. filed an 8-K on May 22, 2026, reporting the adoption of an amendment to its Restated Articles of Incorporation to increase the authorized common stock from an unspecified prior amount to 720,000,000 shares. The amendment was approved by the board and shareholders on May 21, 2026, with 123,760,469 votes cast in favor out of 206,947,054 outstanding shares. The filing also covers director/officer changes (Items 5.02, 5.03, 5.07), but no details on those items are provided in the exhibit.

• · The amendment was adopted on May 21, 2026, and filed with the Virginia State Corporation Commission.
• · The par value of common stock remains $0.01 per share.
• · Shareholders had no preemptive or preferential rights to purchase additional shares under the amended articles.
• · The filing also references Items 5.02 (Director/Officer Departure/Election), 5.03 (Amendments to Articles of Incorporation or Bylaws), and 5.07 (Submission of Matters to a Vote of Security Holders), but the exhibit only covers the amendment.

22-05-2026

Navitas Semiconductor entered into a Settlement, Release and Amendment Agreement with Live Oak Sponsor Partners II, LLC on May 18, 2026, resolving disputes related to Earnout Shares from the 2021 business combination. Under the agreement, Navitas transferred 726,225 Sponsor Earnout Shares to Live Oak Sponsor that are no longer subject to vesting or forfeiture, in addition to 421,000 previously earned shares, while Live Oak forfeited 115,775 shares. The agreement includes mutual releases, confidentiality, and non-disparagement provisions.

• · The Earnout Shares are contingent on the Company's stock price achieving certain price targets before October 19, 2026.
• · The Settlement Agreement includes a general release of claims between the Company and Live Oak Sponsor, including claims related to the Letter Agreement.
• · Live Oak Sponsor agreed to indemnify the Company against claims brought by its equityholders related to the released claims.
• · The agreement was executed on May 18, 2026, and the 8-K was filed on May 22, 2026.

22-05-2026

Crescent Energy Finance LLC entered into the Fifteenth Amendment to its Credit Agreement, increasing the Aggregate Elected Commitment Amount to $2.0B and the Aggregate Maximum Credit Amount to $6.0B, with a new Borrowing Base of $3.5B. The amendment also extends the Initial Maturity Date to the fifth anniversary of the amendment effective date and adjusts financial covenants (leverage ratio from 2.75x to 3.00x, current ratio from 2.50x to 3.00x). The amendment reflects improved credit terms and increased borrowing capacity, but also introduces new senior notes definitions and removes certain existing note references.

• · The amendment removes the definitions of '9.250% Specified Existing Notes' and related indenture.
• · The Fifteenth Amendment Effective Date is May 18, 2026.
• · The amendment adjusts the leverage ratio covenant from 2.75x to 3.00x and the current ratio covenant from 2.50x to 3.00x.
• · The Borrowing Base of $3.5B constitutes the April 1, 2026 Scheduled Redetermination.

22-05-2026

On May 20, 2026, director Someit Sidhu notified Zura Bio of his resignation effective May 21, 2026. The resignation was stated as not due to any disagreement with the company's operations, policies, or practices. The filing includes no financial figures, performance metrics, or data points beyond the director's resignation.

• · Resignation effective May 21, 2026
• · No disagreement cited as reason for resignation
• · Registered office: 1489 W. Warm Springs Rd. #110, Henderson, NV 89014

22-05-2026

Blue Owl Digital Infrastructure Trust, through indirect subsidiaries, entered into three separate Membership Interest Purchase Agreements on May 18, 2026 to acquire 100% of three data center facilities in Gainesville, Virginia from unaffiliated third parties. The aggregate purchase price for the three properties is approximately $2.85 billion ($860.6M for GCDC 1, $1.1B for GCDC 2, and $893.7M for GCDC 3), with closings expected between Q2 2026 and Q1 2027. However, each transaction is independent and subject to customary closing conditions, and there is no assurance that any or all closings will occur on the described terms or at all.

• · All three properties are 100% leased to hyperscale customers.
• · Property 1 (GCDC 1) is a 72 MW facility; Property 2 (GCDC 2) is 72 MW; Property 3 (GCDC 3) is 54 MW.
• · Closings are expected in Q2 2026 (GCDC 1), Q4 2026 (GCDC 3), and Q1 2027 (GCDC 2).
• · Funding will come from cash on hand (primarily proceeds from the Trust's private offering) and new property-level debt currently being negotiated.
• · The termination of any one Purchase Agreement does not terminate any other Purchase Agreement.

22-05-2026

Americold Realty Trust entered into the Fourth Amendment to its Credit Agreement on May 18, 2026, extending the maturity date of its $250 million 2025 Delayed Draw Term Facility from June 19, 2026 to September 19, 2026. The amendment provides a short-term extension of approximately three months, indicating a need for additional time to refinance or repay the facility.

• · The Fourth Amendment was entered into on May 18, 2026, and the 8-K was filed on May 22, 2026.
• · The original Credit Agreement was dated August 23, 2022.
• · The extension is from June 19, 2026 to September 19, 2026, a delay of three months.
• · The facility is part of a broader Credit Agreement with Bank of America as administrative agent.

22-05-2026

Travelers Companies held its annual shareholder meeting on May 20, 2026, where all director nominees were elected and the amendment to the 2023 Stock Incentive Plan was approved, increasing authorized shares by 5,000,000. However, the amendment received relatively low support with only 124,148,482 votes for (73.3% of votes cast excluding broker non-votes) versus 45,264,986 against, indicating significant shareholder opposition. Additionally, two shareholder proposals—on climate-related pricing and independent board chairman—were overwhelmingly voted down.

• · All eight director nominees were elected with votes for ranging from 153,419,673 (Thomas B. Leonardi) to 169,179,519 (David S. Williams).
• · Ratification of independent auditor (PricewaterhouseCoopers likely) passed with 176,385,126 votes for and 13,020,934 against.
• · Non-binding vote to approve executive compensation passed with 157,619,183 votes for (92.7% of votes cast excluding broker non-votes) and 11,431,214 against.
• · The climate-related pricing shareholder proposal received only 24,894,789 votes for (14.8% of votes cast excluding broker non-votes), indicating strong opposition.
• · The independent board chairman proposal received 36,359,133 votes for (21.5% of votes cast excluding broker non-votes), also soundly defeated.
• · Broker non-votes totaled 19,515,425 on all director elections and most proposals except the auditor ratification (which had 0 broker non-votes).

22-05-2026

At its May 20, 2026 Annual Meeting, Babcock & Wilcox Enterprises (BWSN) stockholders approved an amendment to the 2021 Long-Term Incentive Plan, doubling authorized shares for awards from 5,250,000 to 10,250,000. However, a proposal to declassify the Board and move to annual director elections failed to achieve the required 80% supermajority vote (85.7M for vs. 0.4M against, with 16.3M broker non-votes), and a related proposal to reduce the supermajority voting threshold also failed. Directors Alan B. Howe and Rebecca L. Stahl were elected as Class II directors for three-year terms expiring at the 2029 annual meeting.

• · Proposal 1 (Board declassification) received 85,687,295 votes For, 410,247 Against, 736,626 Abstain, and 16,273,304 Broker Non-Votes — below the required 80% of all outstanding shares.
• · Proposal 4 (removal of 80% supermajority amendment provision) received 84,984,584 votes For, 1,052,507 Against, 797,077 Abstain, and 16,273,304 Broker Non-Votes — also failed.
• · Proposal 5 (ratification of BDO USA as auditor) passed overwhelmingly: 102,233,839 For, 63,515 Against, 810,118 Abstain.
• · Proposal 6 (non-binding advisory vote on executive compensation) passed: 77,165,838 For, 8,632,853 Against, 1,053,477 Abstain, 16,273,304 Broker Non-Votes.
• · Proposal 7 (Plan Amendment approval) passed: 75,348,044 For, 9,838,530 Against, 1,647,594 Abstain, 16,273,304 Broker Non-Votes.
• · Director Alan B. Howe received 71,226,304 votes For and 15,607,864 Withheld; Rebecca L. Stahl received 66,181,498 For and 20,652,670 Withheld (both with 16,273,304 Broker Non-Votes).

22-05-2026

Corpay, Inc. (CPAY) announced the completion of a refinancing that increased its revolving credit facility by $925 million to $3.7 billion and its Term Loan A by $420 million to $3.3 billion, both with new 5-year terms and lower USD interest rates (10 basis points lower). The company plans to use $1 billion of the proceeds to pay down a portion of its Term Loan B, reducing it to $2.9 billion (maturing November 2032), resulting in lower annual interest expense. The refinancing extends maturities to 2031 and increases liquidity by over $1 billion, reflecting strong earnings power and attractive pricing.

• · The new facilities have 5-year terms, with the revolving credit facility maturing in 2031 and the Term Loan B maturing in November 2032.
• · The refinancing increases liquidity by over $1 billion.
• · Bank of America, N.A. is the Administrative Agent; multiple banks served as Joint Lead Arrangers and Joint Bookrunners.

22-05-2026

BlackSky Technology Inc. entered into a Sales Agreement with Deutsche Bank Securities Inc. and Craig-Hallum Capital Group LLC on May 22, 2026, allowing the company to offer and sell up to $250,000,000 of its Class A common stock through at-the-market offerings. The Sales Agents will receive up to 3.0% of gross proceeds as compensation. The filing does not include any prior-period financial data for comparison, so no period-over-period performance metrics are available.

• · The Sales Agreement may be terminated by either party upon ten trading days' prior written notice.
• · Sales will be made under the company's shelf registration statement on Form S-3ASR (File No. 333-296167) filed on May 22, 2026.
• · The company is not obligated to sell any shares under the agreement.
• · The company will submit orders to only one Sales Agent at a time.
• · The filing includes a legal opinion from Wilson Sonsini Goodrich & Rosati as Exhibit 5.1.

22-05-2026

Innovative Industrial Properties Inc. entered into a $20 million ATM Advance Agreement with A.G.P./Alliance Global Partners LLC on May 22, 2026, secured by proceeds from its at-the-market equity offering program. The loan matures on October 9, 2026, and requires a $1 million capital markets fee within one year. The agreement includes standard representations, covenants, and events of default.

• · The ATM Advance Agreement is secured by all rights under the ATM Sales Agreement and proceeds from the ATM program.
• · Borrower must deposit all sales proceeds into a segregated account subject to an Account Control Agreement with East West Bank.
• · The Maturity Date is October 9, 2026, unless earlier due to an event of default.
• · Borrower must pay Lender at least $1,000,000 in capital markets fees within one year of closing.
• · The agreement includes a Blackout Period provision that may restrict sales during earnings periods.

22-05-2026

Leggett & Platt disclosed the termination of an Aircraft Time Sharing Agreement with CEO Karl G. Glassman, effective May 30, 2026, as the aircraft is expected to be sold. Shareholders approved the amendment and restatement of the Flexible Stock Plan, increasing shares available for future grant by 4.0 million to approximately 8.2 million, extending the plan term to 2036, and adding a non-employee director annual compensation limit of $750,000. All eight director nominees were elected, and the advisory Say-on-Pay vote passed with 94,779,810 votes for and 5,660,419 against.

• · The Aircraft Time Sharing Agreement was dated May 20, 2024 and filed as Exhibit 10.3 to the Company's Form 8-K on May 21, 2024.
• · The Flexible Stock Plan has a term of 10 years expiring in 2036.
• · The Plan amendments include a requirement for the CEO to hold for at least one year any net shares received from the exercise of stock options or stock appreciation rights.
• · Director Joseph W. McClanathan received the highest number of against votes (11,851,234) among director nominees.
• · The ratification of PwC as auditor received 115,178,397 votes for and 2,605,282 against, with no broker non-votes.
• · Say-on-Pay was approved with 94,779,810 votes for and 5,660,419 against, with 17,351,084 broker non-votes.

22-05-2026

BKV Corporation entered into a Sixth Amendment to its Credit Agreement on May 20, 2026, with BKV Upstream Midstream, LLC as borrower, Citibank as administrative agent, and other lenders. The amendment modifies the terms of the existing credit facility, though specific financial details were not disclosed in the filing. No quantitative data on changes in borrowing capacity, interest rates, or financial covenants was provided.

• · The Sixth Amendment was entered into on May 20, 2026.
• · BKV Corporation acts as guarantor, while BKV Upstream Midstream, LLC is the borrower.
• · Certain subsidiaries of BKV Upstream Midstream, LLC also serve as guarantors.
• · The filing does not disclose the specific terms or financial impact of the amendment.

22-05-2026

Ibotta, Inc. appointed Jared Chomko as Principal Accounting Officer effective May 19, 2026, with no change to his compensation, while Matt Puckett stepped down from the interim role. At the 2026 annual meeting, shareholders elected two Class II directors (Amit Doshi and Larry Sonsini) and approved advisory say-on-pay and a one-year frequency for future votes, with strong support (over 94% of votes cast for each). The company also ratified KPMG as its independent auditor for fiscal 2026.

• · Jared Chomko, 37, has been with Ibotta since February 2021, previously serving as Controller and Vice President of Accounting; he holds a Bachelor's in Business Administration and a Master of Accountancy from Colorado State University and is a CPA.
• · There are no family relationships between Mr. Chomko and any executive officer or director, and no reportable transactions under Item 404(a).
• · The next required advisory vote on the frequency of say-on-pay will occur no later than the 2032 annual meeting.
• · Broker non-votes totaled 3,589,740 on Proposals 1, 2, and 3, representing about 23.1% of shares represented at the meeting.

22-05-2026

Braemar Hotels & Resorts Inc. entered into Amendment No. 3 to its Fifth Amended and Restated Advisory Agreement with Ashford Inc. and Ashford Hospitality Advisors LLC on May 21, 2026. The amendment extends the negotiation period for a revised Base Fee or Incentive Fee through December 31, 2026. No financial figures or period-over-period comparisons are provided in this filing.

• · The amendment extends the negotiation period for revised Base Fee or Incentive Fee through December 31, 2026.
• · The original Fifth Amended and Restated Advisory Agreement was dated April 23, 2018.
• · The amendment was proposed by Ashford Inc. to the independent directors of Braemar's board.

22-05-2026

At its May 21, 2026 annual meeting, Assurant stockholders approved an amendment to the 2017 Long Term Equity Incentive Plan, increasing the share reserve by 480,000 shares, and ratified PricewaterhouseCoopers as auditor for fiscal 2026. All 10 director nominees were elected, and the say-on-pay proposal passed with strong support; however, a stockholder proposal for written consent was rejected by a wide margin.

• · Proposal 1: All 10 director nominees received substantial support; the lowest vote-for count was Elaine D. Rosen with 43,303,901 votes for and 929,632 against.
• · Proposal 2: Ratification of PwC as auditor passed with 44,144,033 votes for and 2,592,908 against.
• · Proposal 3: Say-on-pay for fiscal 2025 compensation passed with 42,958,812 votes for and 1,244,979 against.
• · Proposal 4: Amended ALTEIP approved with 43,536,600 votes for and 663,805 against.
• · Proposal 5: Stockholder proposal for written consent was defeated, with 12,892,508 votes for and 31,302,676 against.

22-05-2026

Sixth Street Lending Partners appointed Michael Fishman as a trustee and Chairman of the Board, effective May 21, 2026. Mr. Fishman brings over 30 years of corporate lending experience, including growing WFCF's assets under management from approximately $2 billion to over $10 billion. The appointment increases the total board size to nine trustees, with five being non-interested persons.

• · Mr. Fishman was appointed as Chairman of the Board effective May 21, 2026.
• · He has not entered into any material plan, contract, or arrangement in connection with his appointment.
• · He does not have a family relationship with any trustee or executive officer.
• · He has not engaged in any transaction with the Company since the beginning of the last fiscal year.

22-05-2026

Ashford Hospitality Trust completed the sale of the 168-room Lakeway Resort and Spa in Austin, Texas for approximately $37.2 million in cash, net of selling expenses. The company also paid approximately $36.3 million to the mortgage lender. The pro forma financial statements show a reduction in total assets from $2.605 billion to $2.582 billion and a reduction in total liabilities from $3.044 billion to $3.006 billion as of March 31, 2026. The pro forma net loss attributable to common stockholders improved from $215.0 million to $198.1 million for the year ended December 31, 2025, and from $71.1 million to $70.2 million for the three months ended March 31, 2026.

• · The mortgage loan is secured by 16 hotels including Lakeway.
• · Pro forma adjustments include a non-recurring gain on disposition of $15.34 million for the year ended Dec 31, 2025.
• · Pro forma adjustments for the three months ended Mar 31, 2026 include a tax effect of $13 thousand.
• · Redeemable noncontrolling interests in operating partnership ownership percentage is 1.43% for both periods.
• · Weighted average common shares outstanding (basic and diluted) were 5.974 million for the year ended Dec 31, 2025 and 6.442 million for the three months ended Mar 31, 2026.

22-05-2026

NeoGenomics held its 2026 Annual Meeting on May 21, 2026, with 89.61% of outstanding shares represented. Stockholders approved all four proposals, including the election of nine directors, advisory approval of executive compensation (83.19% of votes cast in favor), an amendment to the 2023 Equity Incentive Plan to increase authorized shares by 5,000,000 (97.90% of votes cast in favor), and ratification of Deloitte & Touche as independent auditor (99.57% of votes cast in favor). However, the advisory vote on executive compensation showed notable opposition, with 16.80% of votes cast against it.

• · The record date for the Annual Meeting was March 23, 2026.
• · All nine director nominees were elected; Michael A. Kelly received the lowest votes for (104,709,238) and John P. Kenny the highest (110,028,235).
• · Broker non-votes totaled 6,257,933 on all proposals except the auditor ratification (which had no broker non-votes).
• · The advisory vote on executive compensation (Proposal 2) had 18,534,236 votes against and 56,118 abstentions.
• · The Equity Incentive Plan amendment (Proposal 3) had 2,308,922 votes against and 52,772 abstentions.
• · The auditor ratification (Proposal 4) had 494,869 votes against and 32,158 abstentions.

22-05-2026

Clene Inc. entered into an amendment to its August 2025 senior secured convertible promissory notes, extending the maturity date to the earlier of August 13, 2027 or a change in control, and deferring monthly principal and interest payments of $150,000 that were to begin September 13, 2026, with the full balance now due at maturity. Stockholders approved an amendment to the 2020 Stock Plan, increasing the number of shares reserved for issuance by 1,000,000 shares. At the annual meeting, all four director nominees were elected, Deloitte & Touche LLP was ratified as auditor for fiscal year 2026, and executive compensation was approved on an advisory basis.

• · The note amendment extends the maturity date to the earlier of August 13, 2027 or a change in control.
• · Monthly payments of $150,000 that were to begin September 13, 2026 are deferred; the full principal and accrued interest are now due at maturity.
• · Stockholders approved the amendment to the 2020 Stock Plan with 4,204,336 votes for, 475,626 against, and 15,747 abstentions.
• · All three Class III director nominees were elected: Robert Etherington (3,904,259 for), Shalom Jacobovitz (3,711,448 for), Alison H. Mosca (3,675,073 for).
• · Ratification of Deloitte & Touche LLP as auditor for fiscal year 2026 passed with 7,737,513 for, 11,372 against, and 4,285 abstentions.
• · Executive compensation was approved on an advisory basis with 3,973,504 for, 660,734 against, and 61,471 abstentions.

22-05-2026

The filing reports the results of the 2026 Annual Meeting of Stockholders held on May 20, 2026. Stockholders approved a new 2026 Equity Incentive Plan, replacing the prior plan nearing expiration, with 4,000,000 shares reserved for issuance. Additionally, the 12 director nominees were re-elected, executive compensation was approved on a non-binding advisory basis, and Ernst & Young LLP was ratified as independent auditors for FY2026. No financial results were reported.

• · The 2026 Plan was approved by the Board on February 26, 2026, subject to stockholder approval.
• · The Company will file a Form S-8 to register shares under the 2026 Plan and a post-effective amendment to deregister shares under the Prior Plan.
• · All 12 director nominees were re-elected with votes ranging from 116 million to 124 million in favor.
• · Proposal 2 (Say-on-Pay) received 119,464,870 votes for and 5,518,957 votes against.
• · Proposal 4 (Auditor ratification) received 123,705,217 votes for and 6,650,693 votes against with no broker non-votes.

22-05-2026

Akari Therapeutics, Plc entered into a securities purchase agreement on May 20, 2026, to sell 1,470,588 ADSs (or pre-funded warrants) with Series H, I, and J warrants in a private placement expected to generate gross proceeds of approximately $5.5 million. The offering is structured in three tranches with closings on May 27, June 15, and July 15, 2026, and the company will use net proceeds for working capital and general corporate purposes. However, the issuance of Series Warrants and placement agent ADSs is subject to shareholder approval, and the company faces approximately $125,000 in placement agent fees and expenses.

• · The offering is structured in three tranches with closings expected on May 27, 2026, June 15, 2026, and July 15, 2026.
• · The Series Warrants have an exercise price of $3.74 per ADS and will be exercisable immediately after shareholder approval.
• · The company must file a registration statement (Form S-3 or S-1) within 30 days following the Third Closing Date to register the resale of the shares.
• · The securities were offered under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, relying on accredited investor representations.
• · The placement agent will receive 117,647 ADSs (8% of total ADSs issued) in addition to the 2% cash fee.

22-05-2026

Generation Income Properties, Inc. completed the disposition of a Starbucks-occupied single-tenant net-leased retail property in Tampa, Florida on May 22, 2026, for a purchase price of $2,964,000, yielding net proceeds of $1,959,170. The pro forma adjustments show a reduction in total assets by approximately $2.0 million and a decrease in net loss attributable to the company by $6,501 for Q1 2026 and $15,801 for FY 2025. However, the company continues to report significant net losses, with a pro forma net loss of $2,137,636 for Q1 2026 and $10,356,705 for FY 2025, indicating ongoing financial challenges.

• · The property was sold by the Company's indirect wholly owned subsidiary GIPFL 10002 N Dale Mabry, LLC.
• · The buyer was 10002 N Dale Mabry, LLC, a Florida limited liability company managed by Andrew R. Livingstone.
• · Pro forma adjustments include removal of rental income of $42,010 for Q1 2026 and $173,355 for FY 2025.
• · Pro forma adjustments include removal of interest expense of $10,968 for Q1 2026 and $57,421 for FY 2025.
• · Pro forma adjustments include removal of depreciation and amortization of $18,379 for Q1 2026 and $73,517 for FY 2025.
• · The pro forma balance sheet shows a reduction in mortgage loans of $772,708.
• · The pro forma balance sheet shows a reduction in redeemable non-controlling interests of $1,959,170.
• · The pro forma balance sheet shows an increase in accumulated deficit reduction of $1,884,634 (i.e., deficit decreases).
• · The pro forma balance sheet shows a reduction in additional paid-in capital of $1,109,570.

22-05-2026

Peace Acquisition Corp priced its initial public offering of 6,000,000 units at $10.00 per unit, raising $60,000,000. The units will trade on Nasdaq under the ticker "PECEU" starting May 22, 2026. The company is a blank check company focused on businesses throughout Asia, excluding Mainland China, Hong Kong, and Macau.

• · The company is a Cayman exempt company formed as a blank check company for mergers or acquisitions.
• · The company will not undertake a business combination with any entity based in or with principal operations in Mainland China, Hong Kong, or Macau.
• · The registration statement was declared effective on May 14, 2026.
• · Each unit consists of one ordinary share, one right to receive one-fifth of one ordinary share upon completion of a business combination, and one warrant to purchase one ordinary share at $11.50 per share.

22-05-2026

Hyatt Hotels Corporation announced the retirement of director Paul D. Ballew and the reduction of the Board from twelve to ten members, effective May 21, 2026. At the Annual Meeting held on May 20, 2026, stockholders elected three Class II directors, ratified Deloitte & Touche as auditor for fiscal 2026, and approved advisory say-on-pay compensation. A stockholder proposal requesting a report on plastics use was overwhelmingly rejected.

• · Gianni Marostica received 544,479,544 votes FOR and 100,306 WITHHELD; Heidi O'Neill received 543,282,927 FOR and 1,296,923 WITHHELD; Richard C. Tuttle received 528,192,732 FOR and 16,387,118 WITHHELD.
• · Ratification of Deloitte & Touche: 545,128,817 FOR, 877,697 AGAINST, 14,690 ABSTAIN.
• · Advisory say-on-pay approval: 541,786,817 FOR, 2,752,233 AGAINST, 40,800 ABSTAIN.
• · Stockholder proposal on plastics use report was rejected: 2,384,302 FOR, 541,909,225 AGAINST, 286,323 ABSTAIN.
• · Broker non-votes totaled 1,441,354 on director elections and the stockholder proposal.

22-05-2026

Surf Air Mobility Inc. announced that Chairman Carl Albert will not seek re-election at the July 24, 2026 Annual Meeting, and will transition to Chairman Emeritus and advisor under a one-year Advisory Services Agreement. The Board elected Shawn Pelsinger as successor Chairman, effective at the Annual Meeting. Mr. Albert's departure is not due to any disagreement with the Company.

• · The Advisory Services Agreement is for a one-year term starting July 24, 2026, with possible extension by mutual agreement.
• · The agreement may be terminated earlier by either party with 30 days' notice, or immediately by the Company for misconduct.
• · Shawn Pelsinger was elected as successor Chairman on the nomination of Carl Albert, effective at the Annual Meeting.

22-05-2026

Global Indemnity Group, LLC (GBLI) announced the appointment of Michele Colucci to its Board of Directors, effective May 18, 2026. Ms. Colucci, who previously served as a GBLI director from 2019 to 2021, brings expertise in digitalization, innovation, risk management, and technology. The filing contains no financial results or period-over-period comparisons.

• · Michele Colucci previously served as a GBLI director from 2019 to 2021.
• · She is the Founder and CEO of DigitalDx Ventures, a Silicon Valley venture capital firm focused on AI and personalized medicine diagnostics.
• · She also serves on the board of Fox Paine International GP, Ltd., the ultimate controlling party of GBLI.
• · Ms. Colucci holds a J.D. from Georgetown University and a Master's degree in Fine Arts from the American Film Institute.
• · GBLI's insurance carriers are each rated 'A' (Excellent) by AM Best.

22-05-2026

Akamai Technologies entered into a call option transaction agreement with a dealer on May 22, 2026, in connection with its issuance of $1.5 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2030/2032. The transaction allows Akamai to purchase call options on its common stock to hedge the conversion exposure of the notes. The filing includes detailed terms for the option exercise, settlement, and adjustments, but does not disclose specific financial results or performance metrics.

• · The call option transaction is governed by a 2002 ISDA Master Agreement with New York law.
• · Options are exercisable upon conversion of the notes, with automatic exercise provisions after the Free Convertibility Date (January 15, 2030 or 2032).
• · The Expiration Date is May 15, 2030 or 2032, subject to earlier exercise.
• · The filing includes provisions for adjustments in case of market disruption events or late exercise notices.
• · No financial performance data (revenue, profit, etc.) is provided in this filing.

22-05-2026

Nerdy Inc. has formalized the departure of former CFO Jason Pello by entering into a Consulting Agreement, Departure Agreement, and General Release on May 21, 2026. Mr. Pello will serve as a consultant through October 3, 2026, receiving $223,125 in aggregate consulting payments and continued vesting of 333,333 restricted stock units. The agreement includes a release of claims and is effective after the revocation period.

• · Mr. Pello ceased serving as CFO effective April 3, 2026, and was announced on April 6, 2026 via Form 8-K.
• · Consulting period runs from May 21, 2026 through October 3, 2026.
• · The agreement covers multiple entities including Nerdy LLC, Varsity Tutors LLC, Varsity Tutors for Schools LLC, and Live Learning Technologies Shared Resources LLC.
• · The restricted stock units that continue vesting were scheduled to vest on April 15, 2026 and May 15, 2026.

22-05-2026

Powerfleet, Inc. announced that Chief Innovation Officer Mike Powell will depart effective May 29, 2026, with the company receiving notice on May 18, 2026. The company thanked Powell for his contributions and stated it will provide an update on its enhanced technology leadership team at its earnings call on June 15, 2026. No financial details or performance metrics were disclosed in this filing.

• · Effective departure date: May 29, 2026
• · Notice of departure received on May 18, 2026
• · Update on technology leadership team expected at earnings call on June 15, 2026

22-05-2026

ServiceNow held its 2026 Annual Shareholders Meeting on May 21, 2026, where all six proposals were voted on. Shareholders elected nine directors, approved the 2025 executive compensation on a non-binding advisory basis, and voted to hold future advisory votes on executive compensation annually. They also ratified PricewaterhouseCoopers as auditor for 2026, approved amendments to the 2021 Equity Incentive Plan to increase the share reserve by 38,000,000 shares, and voted against a shareholder proposal on the right to act by written consent.

• · Director Eric S. Yuan received the lowest support with 593,805,007 votes for and 173,762,939 against (77.3% for).
• · Director William R. McDermott also had notable opposition with 689,481,259 for and 77,993,257 against (89.8% for).
• · The shareholder proposal on right to act by written consent was defeated with 280,696,983 for and 486,029,473 against (36.6% for).
• · The advisory vote on executive compensation (Say-on-Pay) received 654,688,799 for and 110,903,457 against (85.5% for).
• · The frequency of future advisory votes was set to every 1 year, with 760,882,682 votes for 1 year.
• · Ratification of PricewaterhouseCoopers as auditor passed with 862,140,873 for and 13,985,842 against (98.4% for).
• · The equity plan amendment passed with 736,442,496 for and 30,632,622 against (96.0% for).

22-05-2026

AH Realty Trust (NYSE: AHRT) completed the sale of nine multifamily properties to Harbor Group International for $485 million, with two remaining properties under contract for $77 million. Approximately $465 million of proceeds will be used to pay down debt, accelerating deleveraging toward a 5.5x-6.5x net debt to adjusted EBITDA target. The company is also marketing The Everly and Solis Gainesville for sale while retaining Smith's Landing.

• · Two multifamily properties remain under contract: Greenside ($50M, closing by end of 2026) and Premier ($27M, closing by mid-2027).
• · Company is actively marketing The Everly and Solis Gainesville for sale, and intends to retain Smith's Landing.
• · Long-term leverage target is 5.5x – 6.5x net debt to total adjusted EBITDA.

22-05-2026

On May 22, 2026, three directors—Stephen Brady, Michael Raab, and Christine Pellizzari—resigned from the Board of Tempest Therapeutics. The resignations were not due to any disagreement with the company. Each director entered into a Separation Agreement waiving accrued retainer fees, while their stock options, share ownership, and indemnification rights remain unaffected.

• · The Separation Agreements waive all accrued and unpaid retainer fees under the non-employee director compensation program.
• · Outstanding stock option awards and capital stock ownership are unaffected by the resignations.
• · Indemnification agreements remain in full force, with underlying rights unchanged for six years from separation.
• · The Separation Agreements will be filed as exhibits to the Q2 2026 10-Q.