US Material Events SEC 8-K Filings — May 26, 2026

26-05-2026

NOG announced a strategic entry into Canada with a CA$350 million (~US$259 million) acquisition of a 25% non-operated stake in light oil Duvernay Shale assets from Parallax Energy Operating Inc., with ~CA$113 million (~US$83.5 million) paid in NOG common stock and the remainder in cash. The assets include ~4,000 Boe/d of production (80% light oil) and 75,000 net acres with ~20 years of inventory and breakevens below $50 WTI. The transaction is expected to be leverage neutral and accretive to key valuation metrics, but NOG also updated its 2026 guidance with slightly higher production and oil output while keeping capital expenditures unchanged at $850–$900 million.

• · The effective date for the transaction is April 1, 2026, with closing expected late in Q2 2026.
• · NOG expects to incur up to $40–$45 million in capital expenditures on the assets post-closing in 2026, and $45–$50 million in 2027.
• · Operating costs on the acquired assets are expected to be less than $7.50 per Boe/d, below NOG's corporate average.
• · NOG intends to enter into derivatives transactions to hedge currency fluctuations related to operating costs on a multi-year basis.
• · NOG may repurchase a portion of the stock consideration in the open market depending on market conditions.
• · The contingent consideration of CA$25 million (~US$18.5 million) is payable in Q1 2028 if certain average oil prices are achieved through end of 2027.
• · Gas realization as a % of Henry Hub/MCF was revised downward from 70%–75% to 70.0%–72.5%, indicating slightly weaker gas pricing expectations.
• · Production taxes as a % of oil & gas sales were revised upward from 7%–8% to 7.5%–8.0%.

26-05-2026

Cartesian Therapeutics secured up to $150 million in non-dilutive financing from K2 HealthVentures, with an initial $50 million tranche funded, extending cash runway into 2028. The company expects topline data from the Phase 3 AURORA trial of Descartes-08 in myasthenia gravis in Q1 2027, with a BLA filing planned for mid-2027. However, Chief Medical Officer Miloš Miljković is stepping down for personal reasons, though the company expects continued support from Head of R&D Peter Traber.

• · Descartes-08 is an autologous anti-BCMA mRNA CAR-T designed for outpatient administration without preconditioning chemotherapy.
• · Phase 3 AURORA trial is randomized, double-blind, placebo-controlled with 1:1 randomization, six once-weekly outpatient infusions, and primary endpoint of proportion of patients with ≥3-point MG-ADL improvement at Month 4.
• · Phase 2 TRITON trial in myositis (dermatomyositis and antisynthetase syndrome) initiated April 2026; data from a subset expected in 1H27 to determine path to pivotal trial.
• · Phase 1/2 HELIOS pediatric trial in JDM initiated January 2026; FDA granted Rare Pediatric Disease Designation for Descartes-08 in JDM.
• · Morgan Stanley served as sole structuring agent for the credit facility.
• · Second tranche ($25M) requires achievement of specified clinical and financing milestones; third tranche ($25M) requires approval and sales milestones.

26-05-2026

APA Corporation held its 2026 annual meeting on May 21, 2026, where shareholders approved the Third Amendment to the 2016 Omnibus Compensation Plan, increasing authorized shares by 24,160,000 and extending the plan through May 21, 2036. All 10 director nominees were elected, and shareholders ratified Ernst & Young as independent auditor for fiscal 2026. The non-binding advisory vote on executive compensation ('say on pay') passed with 86.0% support, though 38.8 million votes were cast against, indicating notable dissent.

• · The 2016 Omnibus Compensation Plan term was extended through May 21, 2036.
• · All 10 director nominees were elected with the lowest support for Annell R. Bay (97.2% of votes cast excluding broker non-votes) and highest for H. Lamar McKay (99.5%).
• · Ratification of Ernst & Young as independent auditor received 98.5% support (307,082,415 for, 4,653,628 against).
• · The compensation plan amendment received 96.0% support (266,499,823 for, 10,989,332 against).
• · Broker non-votes totaled 34,089,789 shares on all director elections and proposals except the auditor ratification.

26-05-2026

Trinseo PLC and certain subsidiaries filed voluntary Chapter 11 petitions on May 26, 2026, to implement a prepackaged restructuring plan supported by a significant majority of its debt holders. The restructuring is expected to reduce total debt by approximately $2.0 billion and annual interest expense by approximately $140 million. However, existing equity holders are expected to receive no recovery, with their interests cancelled, and the company cautions that trading in its securities during the Chapter 11 cases is highly speculative.

• · The Chapter 11 cases were filed in the United States Bankruptcy Court for the Southern District of Texas, Houston Division.
• · The company commenced solicitation for approval of the plan on May 25, 2026, prior to filing the petitions.
• · The company filed customary 'first day' motions to continue paying employees, vendors, and customers in the ordinary course.
• · The filing of the Chapter 11 petitions constitutes an event of default under the company's prepetition funded debt agreements, including term loans, a super-priority revolving credit facility, a securitization program, and 7.625% second lien senior secured notes due 2029.
• · The automatic stay under the Bankruptcy Code prevents creditors from enforcing remedies, and supporting creditors have agreed to forbear under the Restructuring Support Agreement.
• · Court filings and information are available at a website maintained by Kroll Inc. (https://restructuring.ra.kroll.com/trinseo) and at www.StrengtheningTrinseo.com.

26-05-2026

Cycurion, Inc. announced the strategic acquisition of Halo Privacy and the full integration of HavenX, expected to close at the end of June 2026, creating a unified AI-driven platform for government-grade privacy, secure communications, and active defense. Halo Privacy generated $7 million in total revenue in 2025, including $5.5 million in high-quality ARR with strong gross margins, and approximately 95% of its business comes from U.S. government agencies. However, the acquisition is subject to closing risks and the company's forward-looking statements caution that actual results may differ materially from expectations.

• · Halo Privacy has been a trusted leader in secure communications since 2015.
• · Halo Privacy has preferred vendor status and an exceptional track record of renewals with U.S. government agencies.
• · A multi-year, multimillion-dollar government contract was awarded to Halo Privacy in March 2026.
• · Halo Privacy's solutions are built by former U.S. government field operators and communications specialists.
• · HavenX specializes in digital investigations, OSINT, attribution, cyber-harassment tracking, and threat actor identification.
• · Cycurion is accelerating expansion into the private sector targeting high-net-worth individuals, investment banks, healthcare, R&D-intensive enterprises, law firms, and C-suite executives.

26-05-2026

Ares Capital Corporation (ARCC) entered into a Seventeenth Amended and Restated Senior Secured Credit Agreement dated May 21, 2026, increasing its revolving credit facility to $5.481 billion from the prior facility. The agreement involves a syndicate of major banks led by JPMorgan Chase as administrative agent and includes provisions for multi-currency borrowings, letters of credit, and swingline loans. The filing does not disclose any negative financial performance metrics, as it is a financing agreement update rather than an earnings report.

• · The agreement amends and restates the existing credit facility originally dated December 28, 2005, as last amended on April 15, 2025.
• · The facility includes multicurrency borrowing options in CAD, GBP, EUR, and potentially other foreign currencies.
• · Non-extending lenders identified include Bank of Communications (2024), Comerica Bank (2025), and Société Générale, Land Bank of Taiwan, First Commercial Bank (2026).
• · The agreement includes provisions for borrowing base calculations, financial covenants, and events of default.
• · The facility is secured and includes representations, warranties, and affirmative/negative covenants typical for such agreements.

26-05-2026

Octave Intelligence plc, a spin-off from Hexagon AB, announced the distribution of its shares to Hexagon shareholders and the commencement of trading on Nasdaq Stockholm (SDRs under 'OCTV SDB') and Nasdaq New York (class B ordinary shares under 'OCTV'), with the first day of regular-way trading on Nasdaq New York expected on May 28, 2026. The company also designated Ireland as its Home Member State for regulatory purposes. The filing highlights the successful separation from Hexagon and the dual listing, but notes forward-looking risks related to operating as an independent public company and market conditions.

• · Share distribution ratio: one class A ordinary share in Octave for every ten Series A shares held in Hexagon, and one class B ordinary share for every ten Series B shares held in Hexagon.
• · Record date for distribution: May 22, 2026.
• · SDRs trade on Nasdaq Stockholm under ticker 'OCTV SDB' with ISIN SE0028329433.
• · Class B ordinary shares trade on Nasdaq New York under ticker 'OCTV' with ISIN IE0003YHD8K8 and CUSIP G22845 104.
• · First day of regular-way trading on Nasdaq New York expected May 28, 2026.
• · SDR conversion to underlying class B ordinary shares is free of charge for the first six months from the first day of trading on Nasdaq Stockholm; thereafter a conversion fee applies.
• · Octave is an Irish company with registered office in Ireland and has chosen Ireland as its Home Member State.
• · Forward-looking statements caution about risks including separation from Hexagon, independent operations, market conditions, and competitive pricing.

26-05-2026

Odyssey Health, Inc. (ODYY) entered into Amendment No. 12 to its Convertible Promissory Note with LGH Investments, LLC, extending the maturity date from an unspecified prior date to September 30, 2026. The original note was dated April 5, 2021, with a loan amount of $1,050,000. This marks the twelfth amendment to the note, indicating repeated extensions and potential ongoing liquidity challenges.

• · The original Convertible Promissory Note was issued on April 5, 2021, for $1,050,000.
• · The maturity date has been extended to September 30, 2026, through this amendment.
• · This is the twelfth amendment to the note, suggesting a pattern of repeated extensions.
• · The amendment was effective as of April 30, 2026.

26-05-2026

OFA Group shareholders approved a 1-for-10 reverse stock split of Class A ordinary shares, the adoption of amended articles of association, and the 2026 Equity Incentive Plan at the Extraordinary General Meeting on May 21, 2026. The reverse split was authorized with overwhelming support (517.5M votes for vs. 59K against), and the equity plan was similarly approved. The board retains discretion on implementing the share consolidation.

• · Share consolidation ratio is 1-for-10 for Class A ordinary shares.
• · Class B ordinary shares have 25 votes per share, Class A have 1 vote per share.
• · The 2026 Equity Incentive Plan was adopted by the Board on May 8, 2026 and became effective upon shareholder approval at the Meeting.
• · All three proposals passed with over 517 million votes in favor and minimal opposition (less than 60,000 votes against each).
• · No broker non-votes were reported for any proposal.

26-05-2026

Encore Capital Group issued $750.0 million in 6.625% senior secured notes due 2032, with interest payable semi-annually starting December 1, 2026. The notes are secured by substantially all assets of the company and its guarantors, and are fully guaranteed by material subsidiaries. The filing does not disclose any negative or flat performance metrics, as it is a debt issuance event.

• · Interest on the notes is payable semi-annually on June 1 and December 1, beginning December 1, 2026.
• · The notes mature on June 1, 2032, unless earlier repurchased or redeemed.
• · The indenture includes subsidiary guarantors and is secured by substantially all assets of the company and guarantors.

26-05-2026

SharonAI Holdings appointed Mr. Andrew Penn AO as non-executive Chairman of the board, effective May 22, 2026. Mr. Penn brings extensive experience from Telstra, AXA Asia Pacific, and McKinsey, and is expected to guide the company's strategic growth. No financial figures or period-over-period comparisons were provided in this filing.

• · Mr. Penn was formerly CEO of Telstra (2015-2022) and CEO of AXA Asia Pacific Holdings (2006-2011).
• · He is currently a non-executive director and Chair of the Audit and Risk Committee of Coles Group, Chair of Visit Victoria, and a Senior Adviser with McKinsey & Company.
• · Mr. Penn was named an Officer of the Order of Australia (AO) in the 2023 Australia Day honours.
• · Sharon AI primarily uses its Investor Relations page for material disclosures and also uses X and LinkedIn for additional dissemination.

26-05-2026

Ares Strategic Income Fund entered into a Third Amended and Restated Senior Secured Credit Agreement dated May 21, 2026 with JPMorgan Chase Bank as Administrative Agent and seven other syndication agents, securing a $4.1 billion credit facility that amends and restates the prior $4.1 billion facility dated April 15, 2025. The facility is a senior secured revolving credit line that refinances existing commitments with largely the same bank syndicate and administrative agent, demonstrating continued strong lender support and access to institutional capital markets.

• · The facility size remains at $4.1 billion, unchanged from the prior Second Amended and Restated facility dated April 15, 2025, indicating stable credit capacity rather than an expansion.
• · The agreement includes multicurrency borrowing capabilities in AUD, CAD, CHF, EUR, GBP, SEK, and Yen, providing significant foreign currency flexibility.
• · The administration of the facility includes JPMorgan Chase as Administrative Agent and a syndicate of seven additional major banks as bookrunners and lead arrangers.
• · Interest rate options include Alternate Base Rate (ABR), Adjusted Term SOFR Rate, Adjusted EURIBOR Rate, Adjusted TIBOR Rate, Adjusted Daily Simple RFR (Sterling, CHF, USD, CAD), and Adjusted Term CORRA Rate, with floors applied to each.
• · The Borrower's outstanding unsecured notes (2028-2032 maturities) remain in place, totaling $4.9B in unsecured debt across eight tranches.

26-05-2026

Wheels Up Experience Inc. announced that lead strategic investor Delta Air Lines has extended its lock-up restriction on all shares issued under the Investment and Investor Rights Agreement for an additional year through May 22, 2027. This extension covers more than 35% of the company's total outstanding shares as of May 22, 2026, and follows Delta's recent commitment for a $100 million term loan, signaling continued confidence in Wheels Up's transformation strategy.

• · Lock-up extension runs through May 22, 2027.
• · Delta's $100 million term loan was first announced on May 11, 2026.
• · Wheels Up provides on-demand private aviation and cargo services to individuals and government organizations.

26-05-2026

ESG Inc. completed a split-off transaction on May 26, 2026, transferring 100% of its ESG China Limited subsidiary in exchange for the surrender and cancellation of 10,432,800 shares of its common stock. Following the transaction, ESG China Limited and its China operations are no longer consolidated with the Company, which now has 15,475,468 shares outstanding and will focus on its North America business through ESG Provisions, Inc.

• · The Split-Off and Share Exchange Agreement was dated April 10, 2026 and filed as Exhibit 10.1 to the Company's 8-K on April 13, 2026.
• · Unaudited pro forma condensed consolidated financial information was included in the Definitive Information Statement on Schedule 14C filed on May 5, 2026.
• · The Company is an emerging growth company as defined under SEC rules.

26-05-2026

UFP Technologies announced the planned retirement of Christopher P. Litterio, General Counsel, Secretary, and Senior Vice President of Human Resources, effective after a transition period. The departure is a key executive change but no financial impact is disclosed.

• · Christopher P. Litterio informed the company of his retirement on May 19, 2026.
• · The retirement is effective after a transition period; no specific date given.
• · No replacement or interim appointment has been announced.

26-05-2026

McCormick & Company appointed Cindy Hoots, former Chief Digital Officer & CIO of AstraZeneca, to its Board of Directors effective June 1, 2026. The board will now consist of 12 directors, 11 of whom are independent. This appointment is part of McCormick's ongoing board refreshment process.

• · Cindy Hoots holds a Bachelor of Science degree from DeVry Institute of Technology.
• · She serves on the Digital Advisory Council at BP and advises startups.
• · McCormick operates in two segments: Consumer and Flavor Solutions.
• · The company was founded in 1889 and is headquartered in Hunt Valley, Maryland.

26-05-2026

NL Industries, Inc. has entered into an Agreement and Plan of Merger to reincorporate from New Jersey to Delaware by merging with its wholly owned subsidiary, NLI Holdings, Inc. The merger is conditioned on approval by two-thirds of the voting stock not owned by parent Valhi, Inc. (the Minority Vote Condition). Each outstanding share of NL common stock will convert one-for-one into shares of the surviving Delaware corporation, and all directors and officers will remain unchanged.

• · The merger is structured as a reorganization under Section 368(a) of the Internal Revenue Code.
• · The Minority Vote Condition requires approval by two-thirds of voting stock not owned by Valhi, Inc.
• · All outstanding equity awards and employee benefit plans will be assumed by the surviving corporation on identical terms.
• · The surviving corporation will be named NLI Holdings, Inc. and governed by Delaware law.
• · Shareholders will exchange New Jersey stock certificates for Delaware certificates on a one-for-one basis.

26-05-2026

On May 21, 2026, NorthEast Community Bancorp, Inc. held its annual meeting where stockholders elected four directors for three-year terms and approved the 2026 Equity Incentive Plan. The appointment of S.R. Snodgrass, P.C. as independent auditor for fiscal year 2026 was also ratified. Director John F. McKenzie received a relatively high number of withheld votes (2,003,337), representing about 22.6% of votes cast, indicating notable shareholder dissent.

• · The annual meeting was held on May 21, 2026.
• · All four director nominees were elected for three-year terms.
• · The 2026 Equity Incentive Plan was approved with 8,177,774 votes FOR, 553,081 AGAINST, and 139,307 abstentions.
• · Ratification of S.R. Snodgrass, P.C. as independent auditor passed with 10,833,710 FOR, 138,801 AGAINST, and 225,861 abstentions.
• · There were 2,328,210 broker non-votes on the director election and equity plan proposals, but none on the auditor ratification.

26-05-2026

Jonathan McNeill notified GM's Board that he will not stand for reelection at the 2026 Annual Meeting on June 2, 2026, and will retire from the Board upon its conclusion. The Board intends to reduce its size from 11 to 10 directors after the meeting. McNeill's retirement is not due to any disagreement with the company.

• · McNeill's retirement is effective at the conclusion of the 2026 Annual Meeting on June 2, 2026.
• · The Board reduction from 11 to 10 directors is intended after the Annual Meeting.

26-05-2026

On May 18, 2026, Milan Rao informed SS Innovations International, Inc. that he would step down as Global Chief Operating Officer and Chief Financial Officer, effective May 25, 2026. The company has initiated a search for a permanent CFO successor. No financial details or performance metrics were disclosed in this filing.

• · The resignation is effective May 25, 2026, and the company is actively searching for a permanent CFO.
• · The filing does not provide any financial impact or performance data.

26-05-2026

Starwood Property Trust, Inc. closed a private offering of $600 million aggregate principal amount of 6.125% unsecured senior notes due 2031 on May 26, 2026. The company intends to use net proceeds to redeem or repay its $400 million outstanding 3.625% Senior Notes due 2026, fund eligible green/social projects, and for general corporate purposes. The notes are senior unsecured obligations and rank pari passu with existing and future senior unsecured debt.

• · The notes were issued in a private offering exempt from SEC registration under Rule 144A and Regulation S.
• · Interest on the notes will be paid semi-annually on June 1 and December 1, starting December 1, 2026.
• · The notes mature on June 1, 2031.
• · The indenture includes a Springing Guarantee Covenant that may require certain domestic subsidiaries to guarantee the notes under specific conditions.
• · Covenants limiting additional indebtedness and requiring a 120% unencumbered asset coverage ratio will terminate if the notes achieve investment-grade ratings and no default exists.
• · Prior to December 1, 2030, the company may redeem notes at a make-whole premium; on or after that date, at par plus accrued interest.
• · Upon a Change of Control Triggering Event, the company must offer to repurchase notes at 101% of principal plus accrued interest.

26-05-2026

Cogent Communications Holdings, Inc. announced a definitive agreement to sell 10 data center facilities to a newly formed entity sponsored by I Squared Capital for $225 million in cash. The transaction is expected to close on or after June 12, 2026, subject to HSR Act waiting period expiration. The sale represents a strategic divestiture of non-core assets, but no financial impact or gain/loss details were disclosed.

• · The 10 facilities are located in Phoenix, AZ; Anaheim, CA; Burbank, CA; Stockton, CA; Atlanta, GA; Chicago, IL; Elkridge, MD; Kansas City, MO; Nashville, TN; and Houston, TX.
• · The transaction is expected to close on the later of June 12, 2026 and the expiration or termination of the HSR Act waiting period.
• · Cogent's all-optical IP network provides services in 306 markets globally.
• · No financial details on expected gain, loss, or use of proceeds were provided.

26-05-2026

Palomar Holdings, Inc. appointed Scott Beiser, Co-Chairman of Houlihan Lokey (NYSE:HLI), to its Board of Directors effective May 21, 2026. Mr. Beiser brings decades of executive leadership, public company experience, and expertise in strategic planning, corporate governance, and capital allocation. He is expected to support the execution of Palomar's "Palomar 2X" growth strategy, with no other material financial or operational metrics disclosed.

• · Scott Beiser served as CEO of Houlihan Lokey from 2003 to 2024 and led its 2015 IPO.
• · Beiser joined Houlihan Lokey in 1984 and has been on its board since 1991.
• · Palomar's insurance subsidiaries hold an A.M. Best financial strength rating of 'A' (Excellent) for PSIC, PSRE, PESIC, and FIA; PCSC has an 'A-' (Excellent) rating.
• · Palomar operates in five product categories: Earthquake, Inland Marine and Property, Casualty, Surety & Credit, and Crop.

26-05-2026

Urban Outfitters, Inc. entered into a Fifth Amendment to its Credit Agreement on May 19, 2026, extending the Maturity Date, terminating the Canadian sub-facility, and releasing URBN Canada Retail, Inc. from its obligations and liens. The amendment requires the company to maintain at least $225 million in aggregate availability after giving effect to the amendment. No financial performance metrics or period-over-period comparisons are provided in this filing.

• · The amendment was dated May 19, 2026, and filed on May 26, 2026.
• · The original credit agreement was dated June 29, 2018, and had been amended four times previously.
• · The amendment includes the release of URBN Canada from all obligations and liens under the credit agreement.
• · Departing Canadian Lenders were paid in full for principal, accrued interest, and fees as of the effective date.
• · Conditions for effectiveness included delivery of legal opinions, secretary's certificates, good standing certificates, and lien search results.

26-05-2026

Assembly Biosciences announced a priced underwritten offering of 3,358,602 common shares at $26.50 per share and pre-funded warrants for 415,000 shares at $26.499 per warrant, expecting approximately $100M in gross proceeds. The offering includes participation from Gilead Sciences, Commodore Capital, and other healthcare investors. Proceeds will fund clinical development and general corporate purposes, but the offering significantly dilutes existing shareholders.

• · Offering price per common share: $26.50; per pre-funded warrant: $26.499
• · Pre-funded warrants have an exercise price of $0.001 per share
• · Underwriters have a 30-day option to purchase up to 566,040 additional shares
• · Shelf registration statement declared effective March 27, 2026
• · Expected closing date for the offering: May 26, 2026
• · Joint book-running managers: Guggenheim Securities, UBS Investment Bank, and Mizuho; Lead manager: H.C. Wainwright & Co.

26-05-2026

Shimmick Corporation completed an underwritten public offering of 4,289,500 shares of common stock at $3.50 per share, raising net proceeds of approximately $14.0 million after underwriting discount and expenses. The offering was conducted via an underwriting agreement with Roth Capital Partners, LLC, and closed on May 26, 2026. The company granted the underwriter a 30-day option to purchase up to 559,500 additional shares, which was fully exercised.

• · The offering was made under the company's effective shelf registration statement on Form S-3 (Registration No. 333-288513), declared effective on July 10, 2025.
• · The underwriting agreement includes customary representations, warranties, conditions to closing, indemnification obligations, and termination provisions.
• · The company is an emerging growth company as defined under the Securities Act.

26-05-2026

Medifast Inc. announced the promotion of Nick Johnson to Chief Executive Officer effective June 8, 2026, with an annual salary of $600,000. His total target compensation increased 69% versus his prior package, including eligibility for a Success Sharing Incentive Plan (target 100% of base salary) and a Long-Term Incentive Plan with an annual target grant value of 250% of base salary starting in 2027. The filing does not disclose any negative or flat performance metrics.

• · Nick Johnson's promotion effective June 8, 2026
• · LTI grants consist of 40% Deferred Restricted Stock Units and 60% Performance Stock Units
• · Success Sharing bonus is discretionary based on Medifast's financial performance
• · LTI Plan and Success Sharing Plan are subject to change by the Company at its sole discretion

26-05-2026

Topgolf Callaway Brands Corp. (MODG) held its 2026 Annual Meeting on May 21, 2026, where shareholders elected nine directors, ratified Deloitte & Touche LLP as the independent auditor for fiscal 2026, and approved executive compensation on an advisory basis. Following the election, the company entered into standard indemnification agreements with newly elected directors Thomas G. Dundon and Mark D. Mandel. While all proposals passed, director Adebayo O. Ogunlesi received a notable 9.7 million against votes (6.6% of votes cast), and the say-on-pay proposal saw 8.9 million against votes (6.1% of votes cast), indicating some shareholder dissent.

• · Director Adebayo O. Ogunlesi received the highest number of against votes among all director candidates at 9,691,484 (6.6% of votes cast).
• · The say-on-pay proposal passed with 136,918,067 for, 8,942,872 against, and 585,222 abstentions, representing 6.1% against votes (excluding broker non-votes).
• · Ratification of Deloitte & Touche LLP as auditor passed with 156,259,310 for, 3,553,082 against, and 561,077 abstentions.
• · Broker non-votes totaled 13,927,308 for all director elections and the say-on-pay proposal.
• · The company entered into standard indemnification agreements with new directors Thomas G. Dundon and Mark D. Mandel on May 21, 2026.

26-05-2026

BlackRock Monticello Debt Real Estate Investment Trust entered into a First Amendment to its Revolving Credit Agreement with JPMorgan Chase Bank, N.A. on May 21, 2026. The amendment extends the stated maturity date to May 20, 2027 (from the original May 22, 2025 date) and adjusts the applicable interest rate margins to 0.85% for ABR loans and 1.85% for Term Benchmark or Daily Simple SOFR loans. The amendment also includes a facility extension fee of [***] basis points per annum on the maximum commitment, prorated through the new maturity date.

• · The amendment was executed on May 21, 2026 and filed on May 26, 2026.
• · The original credit agreement was dated May 22, 2025.
• · The amendment includes a facility extension fee of [***] basis points per annum on the maximum commitment, prorated from the prior maturity date to the new stated maturity date.
• · The borrower represented that no event of default, potential default, or mandatory prepayment event exists as of the amendment date.
• · The extended maturity date is no later than 30 days prior to the termination of the borrower's ability to call capital commitments for repaying obligations.

26-05-2026

Stoneridge, Inc. held its 2026 Annual Meeting on May 19, 2026, where shareholders approved all four proposals, including the election of nine director nominees, ratification of Ernst & Young LLP as auditor, approval of named executive officer compensation, and an amendment to the 2025 Long-Term Incentive Plan increasing authorized shares by 2,650,000. However, the non-binding advisory vote on executive compensation received significant opposition, with 25.5% of votes cast against it, indicating notable shareholder dissent.

• · The ratification of Ernst & Young LLP as independent auditor was overwhelmingly approved with 23,883,582 votes for, 194,854 against, and 88 abstentions.
• · Broker non-votes totaled 2,620,208 on all director elections and the advisory compensation vote, indicating a significant number of shares were not voted on those items.
• · The amendment to the 2025 Long-Term Incentive Plan received 17,773,424 votes for, 3,557,150 against, and 127,742 abstentions, representing about 16.7% opposition among votes cast.
• · The advisory vote on executive compensation had 15,986,309 votes for, 5,458,156 against, and 13,851 abstentions, with 25.5% of votes cast opposing the compensation.
• · All nine director nominees were elected with varying levels of support; Ira C. Kaplan received the highest number of withheld votes at 2,970,367, while Natalia Noblet received the fewest withheld votes at 175,722.

26-05-2026

Editas Medicine announced the pricing of an underwritten public offering of 55,555,556 shares of common stock and accompanying warrants at a combined price of $2.25 per unit, expected to raise approximately $125.0 million in gross proceeds (before expenses), with potential additional proceeds of up to $194.4 million if all warrants are exercised. The offering is set to close on May 27, 2026, and is being managed by Cantor and Wells Fargo Securities. The company is a pioneer in CRISPR gene editing, but the offering significantly dilutes existing shareholders, and the warrants have a conditional expiration tied to clinical data for EDIT-401.

• · Each unit consists of one share of common stock and one warrant, priced at $2.25.
• · Warrant exercise price is $3.50 per share (or $3.4999 for pre-funded warrants).
• · Warrants expire 30 days after public announcement of Phase 1 data for EDIT-401 showing >80% LDL-C reduction in at least 3 patients with ≥1 month follow-up, or 3 years from issuance, whichever is earlier.
• · Pre-funded warrants issued upon exercise of common stock warrants have an exercise price of $0.0001 per share.
• · The offering is being made under an effective shelf registration statement (File No. 333-277471) filed in 2024 and amended in 2025.
• · The company is the exclusive licensee of Broad Institute's Cas12a and Cas9 patent estates for human medicines.

26-05-2026

Bleichroeder Acquisition Corp. II (BBCQU) filed an 8-K with an investor presentation detailing its proposed business combination with Pasqal, a quantum computing company. Pasqal has 7 commercial QPUs installed and 3 in production, with €16.5M in 2025 commercial revenue and €66M+ in booked/awarded business. However, the company is pre-revenue at scale and faces significant competition from better-capitalized peers (e.g., IBM, Google, IonQ) with $550M+ raised versus competitors' $1.2B-$4B+.

• · Pasqal's technology uses neutral atoms, operating at room temperature with only 4 kW power consumption, no deep cryogenics required.
• · Pasqal demonstrated quantum advantage in materials simulation of TmMgGaO4, a real frustrated magnet, with results matching measurements from the MagLab.
• · The company's roadmap targets 10,000+ physical qubits and 200+ logical qubits with 99.9999% fidelity by 2029.
• · Pasqal has 85+ patents (53 hardware, 33 software) and is part of the IBM Quantum Network and Nvidia's NVQLink initiative.
• · Key customers include Aramco (Oil & Gas), Credit Agricole (Financial Services), LG Electronics (Specialty Materials), and CMA-CGM (Logistics).
• · The company has raised $550M+ total, but competitors have raised significantly more: IBM $4B+, Google $1.5B+, IonQ $1.2B+, Quantinuum $1.2B+, D-Wave $350M+.
• · Pasqal's QPU count (10) exceeds competitors: IonQ (6), Quantinuum (3), IBM (3), D-Wave (3).
• · The projected total addressable market for quantum computing is $720B by 2040, with Pasqal addressing all five segments (Advanced Materials & Energy $230B, Life Sciences & Pharma $200B, Logistics & Transport $190B, Financial Services $70B, Cross-Sector $30B).

26-05-2026

World Acceptance Corporation entered into a Consent and Limited Modification to its Fixed Charge Coverage Ratio covenant with Bank of Montreal and required lenders on May 22, 2026. The modification temporarily lowers the required minimum ratio from 2.25x to 2.20x for Q1 FY26 (ending March 31, 2026), 2.10x for Q2 FY26 (ending June 30, 2026), and 2.15x for Q3 FY26 (ending September 30, 2026), before reverting to 2.25x from Q4 FY26 onward. This indicates the company is facing near-term financial pressure, though the covenant relief is limited and temporary.

• · The modification was entered into on May 22, 2026, and filed on May 26, 2026.
• · The Credit Agreement was originally dated July 22, 2025.
• · The modification is with the Required Lenders party to the Credit Agreement, not all lenders.
• · The original covenant level of 2.25x is restored starting Q4 FY26 (December 31, 2026).
• · Except for the modified covenant levels, the Credit Agreement remains in full force and effect.

26-05-2026

Omnicell, Inc. filed an 8-K on May 26, 2026, announcing the adoption of an Amended and Restated Certificate of Incorporation, which was approved by stockholders and filed with the Delaware Secretary of State on May 19, 2026. The amendment updates the company's authorized capital structure to 105 million total shares (100 million common shares and 5 million preferred shares, each with a par value of $0.001) and codifies a classified board structure with three-year staggered terms for directors. The filing also includes supermajority voting requirements (66⅔%) for stockholder amendments to key governance articles and eliminates director and officer liability for monetary damages to the fullest extent permitted by Delaware law.

• · The original Certificate of Incorporation was filed on April 14, 2000, and was previously amended and restated on August 13, 2001, and amended on June 1, 2010.
• · The registered office address is 251 Little Falls Drive, Wilmington, Delaware 19808.
• · The Board of Directors is authorized to fix or alter the designation, powers, preferences, and rights of any wholly unissued series of Preferred Stock without stockholder approval.
• · Vacancies on the Board of Directors (except those filled by stockholders) are filled by a majority vote of the remaining directors, even if less than a quorum.
• · Stockholders cannot act by written consent; all stockholder actions must occur at an annual or special meeting called in accordance with the Bylaws.
• · The amendment eliminates and limits the personal liability of directors and officers for monetary damages for breach of fiduciary duty to the fullest extent permitted by Delaware law.

26-05-2026

Northwest Bancshares, Inc. held its Annual Meeting on May 20, 2026, where shareholders approved the 2026 Equity Incentive Plan and Discounted Stock Purchase Plan, elected directors, ratified KPMG as auditor, and approved executive compensation on an advisory basis. All proposals passed with strong support, though director Amber L. Williams received a notable 5.99 million withheld votes (6.2% of votes cast).

• · All director nominees were elected with over 91 million votes for each, but Amber L. Williams had the highest withheld votes at 5,989,717 (6.2% of votes cast).
• · Ratification of KPMG as auditor passed with 114,141,735 for, 1,967,195 against, and 247,020 abstentions.
• · Say-on-pay advisory vote passed with 89,274,329 for, 7,171,131 against, and 583,625 abstentions.
• · The 2026 Equity Incentive Plan was approved with 92,456,593 for, 4,152,782 against, and 419,710 abstentions.
• · The Discounted Stock Purchase Plan was approved with 93,563,437 for, 3,061,203 against, and 404,445 abstentions.
• · Broker non-votes were 19,326,865 for director elections, say-on-pay, and the two equity plans.

26-05-2026

On May 20, 2026, Middleby Corp's Compensation Committee adopted an Executive Severance Plan (ESP) and an amended Value Creation Incentive Plan (VCIP). The ESP provides severance benefits to named executive officers and other executives, with multipliers ranging from 1x to 3x of base salary plus target bonus depending on tier and termination scenario. The VCIP allows cash incentive bonuses based on performance goals. No financial figures were disclosed.

• · Tier I (CEO) severance: 3x base salary + target bonus; Tier II (named executive officers) severance: 1x (non-CIC) or 2x (CIC) base salary + target bonus; Tier III: 1x base salary + target bonus.
• · COBRA coverage: up to 18 months for Tier I, up to 12 months for Tier II/III (non-CIC); up to 18 months for all tiers (CIC).
• · VCIP replaces 2011 plan; performance period is fiscal year or longer as determined by Compensation Committee.

26-05-2026

Future FinTech Group Inc. (FTFT) entered into Pre-Paid Purchase #3 with Avondale Capital, LLC on May 20, 2026, issuing a $2.16M principal Pre-Paid Instrument in exchange for $2.0M in cash proceeds, reflecting an 8% original issue discount. This is the third tranche under a $10M Pre-Paid Securities Purchase Agreement approved by shareholders in September 2025. The company has now raised a total of $3.8M in gross proceeds across three tranches, with the latest tranche being the largest at $2.0M, indicating increased reliance on dilutive financing.

• · The Pre-Paid Purchase #3 carries an 8% original issue discount ($160K) included in the initial principal balance and deemed fully earned and non-refundable.
• · The Pre-Paid Purchase #3 bears simple interest at 8% per annum, computed on a 360-day year.
• · Company may prepay any portion of the Outstanding Balance at 120% of the amount prepaid, with 10 Trading Days' prior written notice.
• · Investor has the right to convert the Outstanding Balance into Purchase Shares starting six months from the Purchase Price Date or upon effectiveness of the Registration Statement, whichever is earlier.
• · A 9.99% beneficial ownership limitation applies to the Investor and its affiliates.
• · If the Purchase Share Purchase Price falls below the Floor Price, Investor can demand cash payment instead of shares.
• · The Pre-Paid Purchase #3 is unsecured.
• · All shares issued under the Pre-Paid SPA are registered under an effective S-1 Registration Statement filed September 30, 2025.

26-05-2026

Tutor Perini Corporation disclosed the unanimous approval of a new Deferred Compensation Plan for eligible highly compensated employees and named executive officers, and reported the results of its 2026 Annual Meeting where all 10 director nominees were elected and the appointment of Deloitte & Touche as independent auditor was ratified. While all director nominees received majority support, Jigisha Desai received the lowest votes for (36,091,008) and the highest votes against (3,755,431), indicating notable shareholder dissent.

• · The Deferred Compensation Plan is unfunded and intended to comply with Section 409A of the Internal Revenue Code.
• · Eligible participants can defer cash compensation including salaries, bonuses, cash-settled RSUs and PSUs.
• · Participants are always 100% vested in their elective deferrals and earnings; Company discretionary contributions may be subject to a vesting schedule.
• · Distributions can be made in lump sum or installments (2-5 annual installments while in service; 2-10 annual installments after retirement eligibility).
• · Retirement eligibility is defined as age 60 with at least 7 years of cumulative service.
• · The auditor ratification (Proposal 2) received 44,877,918 votes for, 937,200 against, and 12,141 abstentions, with no broker non-votes.
• · The advisory vote on executive compensation (Proposal 3) received 38,631,812 votes for, 952,357 against, and 283,064 abstentions, with 5,960,026 broker non-votes.
• · The Plan document will be filed as an exhibit to the Company's Form 10-Q for the quarter ending June 30, 2026.

26-05-2026

LiqTech International issued $1.1 million in senior promissory notes with a 9.09% original issue discount, netting $1.0 million in proceeds for working capital and general corporate purposes. The notes rank senior to all other indebtedness except trade payables and purchase money debt. The filing does not disclose any comparative financial performance metrics, so no period-over-period analysis is possible.

• · The notes are senior obligations ranking first in right and priority of payment with all other indebtedness (except trade payables and purchase money indebtedness).
• · The Company represented it has not issued any capital stock since its Q1 2026 10-Q filing except for equity awards and consultant/employee issuances.
• · The Company is subject to SEC reporting requirements and has timely filed all required reports to maintain Form S-3 eligibility.
• · The Company represented no material adverse change has occurred since the 10-Q filing date.

26-05-2026

Kiniksa Pharmaceuticals International, plc filed an 8-K on May 26, 2026, reporting Item 1.01 (Entry into a Material Definitive Agreement) and Item 9.01 (Financial Statements and Exhibits). The filing indicates a material agreement was entered into, but no specific financial terms, counterparty, or strategic details are disclosed in the summary. The filing is timely and mandatory, but the lack of quantitative data limits assessment of materiality.

• · Filing date: May 26, 2026
• · Filing size: 241 KB
• · AccNo: 0001730430-26-000025
• · Sector: not specified

26-05-2026

Rising Dragon Acquisition Corp. (RDACU) entered into a $50,000 promissory note with SZG Limited on May 15, 2026, to extend the time available to consummate its initial business combination. The note is non-interest bearing, convertible into private units at $10.00 per unit, and the proceeds must be deposited into the trust account. If the business combination does not close or the merger agreement is terminated under certain conditions, the note will be terminated with no amounts due.

• · The note is non-interest bearing and matures upon the closing of the business combination.
• · Conversion rights allow SZG Limited to convert the note into private units at $10.00 per unit, with no fractional units issued.
• · Proceeds must be deposited into the trust account to extend the time for the business combination.
• · The note is governed by New York law and includes a trust waiver preventing SZG Limited from seeking recourse against the trust account.
• · The merger agreement was signed on January 27, 2025, and the initial public offering prospectus is dated October 10, 2024.

26-05-2026

Angel Oak Financial Strategies Income Term Trust (FINS) completed a $50M private placement of Series A Mandatorily Redeemable Preferred Shares (rated A3/Moody's) and a $40M private offering of Series C Senior Notes (rated A1/Moody's). The proceeds will refinance existing debt and support new investments. The Fund also set a record date of July 10, 2026 and an annual shareholder meeting for September 25, 2026, with proposals including trustee elections, a governance amendment to lower the trustee removal threshold, and ratification of the auditor.

• · MRPS due April 30, 2031; Series C Notes due July 8, 2030, Series B Notes due July 8, 2028.
• · Series C Notes are rated A1; MRPS rated A3 by Moody's.
• · Series C Notes will replace maturing Series A Senior Notes (2.35%, due July 8, 2026) in July 2026 via delayed draw.
• · Repurchase agreement leverage $75.5M (unrated in table).
• · Shareholders vote on six proposals: elect two Class II trustees, MRPS holders elect one Class III trustee, lower removal threshold from 75% to 66.67%, approve adjournments, ratify Cohen & Company as auditor, and other business.
• · Notice deadline for shareholder nominations/business: between 150th and 120th day prior to meeting, or 10 days after public announcement if later.

26-05-2026

Toppoint Holdings Inc. entered into a Securities Purchase Agreement on May 19, 2026, to issue and sell an aggregate of 5,000,000 shares of common stock at $0.83 per share for gross proceeds of $4,150,000. The private placement, expected to close on or around May 28, 2026, was conducted under exemptions from registration provided by Section 4(a)(2) of the Securities Act, Rule 506(b) of Regulation D, and/or Regulation S. The company intends to use the net proceeds for general corporate and working capital purposes.

• · The purchase price of $0.83 per share was the 'Minimum Price' as defined in Section 713 of the NYSE American LLC Company Guide as of May 18, 2026.
• · The shares were offered and sold in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act, Rule 506(b) of Regulation D, and/or Regulation S.
• · Purchasers included both U.S. accredited investors and non-U.S. persons (offshore transactions under Regulation S).
• · The agreement includes customary representations, warranties, covenants, closing conditions, and termination provisions.
• · Closing is expected on or around May 28, 2026.

26-05-2026

Lincoln International, Inc. filed an 8-K on May 26, 2026, announcing the adoption of an Amended and Restated Certificate of Incorporation, effective May 19, 2026. The amendment reclassifies all existing shares into Class A Common Stock and establishes a multi-class capital structure with Class A (1 vote), Class B (1 vote), and Class C (10 votes per share), subject to a sunset provision converting Class C to Class B after 10 years or when LILP Controlling Partners' aggregate ownership falls below 20%. The filing also details restrictions on dividend rights (Class B and C generally non-dividend-bearing) and liquidation preferences favoring Class A holders.

• · The reclassification converts each share of Prior Stock into one share of Class A Common Stock automatically.
• · Class C Common Stock carries 10 votes per share, but converts to Class B (1 vote) on the earlier of 10 years after the IPO registration effective date or when LILP Controlling Partners' aggregate ownership falls below 20% of outstanding Common Stock.
• · Dividends may be declared only on Class A Common Stock (except in connection with a poison pill); Class B and C shares have no dividend rights.
• · Upon liquidation, Class B and C holders receive only $0.00001 per share, while Class A holders share ratably in remaining assets.
• · Class B shares may only be issued to holders of Common Units (excluding the Corporation) and their Permitted Transferees, with the number of shares equal to Common Units held less any Class C shares held.
• · Class C shares may only be issued to LILP Controlling Partners, their estate planning vehicles, or approved Permitted Transferees, with the number of shares equal to Common Units held less any Class B shares held.

26-05-2026

IREN Ltd entered a $1.6bn purchase agreement with Dell for air-cooled Blackwell systems to service a $3.4bn AI cloud contract. The deployment at Childress, Texas is expected to increase ARR from $3.7bn to $4.4bn by early 2027, but the $4.4bn ARR target includes non-contracted revenue and is subject to risks.

• · Payment terms structured on a post-shipment basis.
• · IREN is advancing GPU financing for the agreement.
• · The $4.4bn ARR target includes $1.8bn from planned GPU deployments at British Columbia and Childress sites, which are not fully contracted.
• · Commissioning targeted for early 2027.

26-05-2026

CVB Financial Corp. announced the retirement of Richard Wohl as Executive Vice President and General Counsel, effective June 5, 2026. In recognition of his service since October 2011, the Compensation Committee accelerated the vesting of restricted stock awards totaling 17,904 shares, valued at approximately $364,346 based on the May 22, 2026 closing price of $20.35. No financial performance metrics or period-over-period comparisons were provided in this filing.

• · The accelerated awards include: 3,074 shares originally vesting January 2027; 5,816 shares originally vesting in two equal increments January 2027 and January 2028; and 9,014 shares originally vesting in three equal increments January 2027, January 2028 and January 2029.
• · The acceleration is effective June 5, 2026, the same date as Mr. Wohl's retirement.
• · The awards were granted under the Company's 2018 Equity Incentive Plan.
• · The closing stock price used for valuation was $20.35 on May 22, 2026.

26-05-2026

Trimble Inc. announced the resignation of director Mark S. Peek effective May 26, 2026, reducing the board from nine to eight members. Peek also stepped down as Audit Committee Chair and from the Nominating and Corporate Governance Committee. Thomas Sweet was appointed as Audit Committee Chair to oversee remediation of material weaknesses expected to be completed in 2027.

• · Peek's resignation is not due to any disagreement with the company.
• · The 2026 Annual Meeting of Stockholders is scheduled for May 26, 2026 at 5:00 p.m. Mountain time.
• · Votes cast for Peek at the Annual Meeting will not be counted.

26-05-2026

Quanterix Corp appointed Anthony Catalano as Chief Operating Officer effective May 14, 2026, with an annual base salary of $400,000, a $50,000 cash sign-on bonus, and eligibility for an annual performance bonus of up to 50% of base salary. He also received a long-term equity incentive award of RSUs equivalent to 0.30% of outstanding common stock, vesting over four years. Concurrently, former COO Michael Miller transitioned to the role of Chief Technology and Products Officer.

• · Anthony Catalano previously served as Senior Vice President of Operations at Akoya Biosciences from April 2023 to July 2025.
• · He holds an MS in Chemistry from Brandeis University and a BS in Chemistry from the University of Massachusetts at Lowell.
• · The RSUs vest in four equal annual installments on each of the first four anniversaries of his start date.
• · In a change-in-control termination, all outstanding time-based unvested equity awards become fully vested.
• · Michael Miller transitioned from COO to Chief Technology and Products Officer.

26-05-2026

BurTech Acquisition Corp II announced the pricing of its $80,000,000 initial public offering of 8,000,000 units at $10.00 per unit, with each unit consisting of one Class A ordinary share and one redeemable warrant. The units began trading on Nasdaq under the ticker "BRKHU" on May 22, 2026, and the offering is expected to close on May 26, 2026. The company is a blank check company focused on retail, lifestyle, hospitality, technology, or real estate sectors, led by CEO Shahal M. Khan.

• · The registration statement was declared effective by the SEC on May 13, 2026.
• · Warrants become exercisable 30 days after completion of the initial business combination.
• · The company is a Cayman Islands exempted company.
• · The management team is led by Shahal M. Khan, who also serves as a member of the Board of Directors.
• · The company may pursue a business combination in any sector but will primarily focus on retail, lifestyle, hospitality, technology, or real estate markets.

26-05-2026

Precision BioSciences, Inc. filed an 8-K on May 26, 2026, reporting that stockholders approved an amendment to the company's Amended and Restated Certificate of Incorporation to limit the personal liability of directors and officers for monetary damages for breaches of fiduciary duty, to the fullest extent permitted by Delaware law. The amendment was adopted at a stockholders' meeting and executed on May 22, 2026. No financial figures or performance metrics were disclosed in this filing.

• · The amendment was approved by stockholders at a meeting and certified on May 22, 2026.
• · The amendment modifies Article SEVENTH of the Certificate of Incorporation to eliminate or limit director and officer liability for monetary damages for breaches of fiduciary duty, subject to Delaware law limitations.
• · The amendment does not apply retroactively to acts or omissions occurring before the amendment.