US Material Events SEC 8-K Filings — May 28, 2026

28-05-2026

Transglobal Management Group, Inc. (TMGI) acquired Continuum Software Technologies, Inc. (CSTI) on March 20, 2026, in a share exchange transaction. TMGI issued 50,645,000 shares of restricted common stock to CSTI shareholders in exchange for all outstanding CSTI shares, making CSTI a wholly owned subsidiary. The acquisition provides TMGI with a cloud-based golf management software platform, but the filing does not disclose any financial terms, revenue, or profitability of CSTI, and the transaction resulted in significant dilution to existing TMGI shareholders (TMGI had only 12,702,045 common shares outstanding prior to the deal).

• · The acquisition is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.
• · The Exchange Shares were issued in reliance on exemptions from registration under Section 4(2) of the Securities Act and Rule 501 of Regulation D, as all CSTI shareholders are accredited investors or have sufficient financial knowledge.
• · No underwriting discounts or commissions were paid in connection with the share issuance.
• · TMGI's common stock is quoted on the OTC Markets under the symbol 'TMGI'.
• · The filing does not disclose any revenue, net income, or other financial metrics for CSTI or the combined entity.

28-05-2026

Alamo Group Inc. entered into a Fourth Amended and Restated Credit Agreement on May 27, 2026, replacing its existing credit facility. The new agreement provides aggregate commitments of up to $602,500,000 to finance working capital, general corporate purposes, and transaction fees. The facility is led by Bank of America as administrative agent, with Wells Fargo and PNC as co-syndication agents, and includes a revolving credit facility and term loan options.

• · The agreement amends and restates the Third Amended and Restated Credit Agreement dated October 28, 2022.
• · The facility includes a revolving credit facility and a term loan facility, with swingline and letter of credit subfacilities.
• · The agreement permits borrowings in multiple currencies including Canadian Dollars, Euros, Sterling, and Australian Dollars for letters of credit.
• · The agreement includes customary representations, warranties, affirmative and negative covenants, and events of default.
• · The borrower is Alamo Group Inc., a Delaware corporation, with certain subsidiaries acting as guarantors.

28-05-2026

ENDRA Life Sciences Inc. entered into a securities purchase agreement on May 27, 2026, to raise approximately $3.8 million in gross proceeds through a private placement of 578,387 shares (or prefunded warrants) and warrants to purchase up to 1,156,774 shares at $6.57 per share. The company concurrently entered into a side letter agreement that restricts use of the proceeds and grants the investor board observer rights, while also requiring a cash balance equal to the purchase price in a segregated account until a strategic alternative is closed or a payment obligation is met. However, the company remains non-compliant with Nasdaq's minimum stockholders' equity requirement (reporting $2.26 million as of December 31, 2025), and while it believes the offering brings equity above $2.5 million, it is awaiting formal Nasdaq confirmation and faces delisting risk if the Panel disagrees.

• · The private placement includes prefunded warrants exercisable at $0.0001 per share and common warrants exercisable at $6.57 per share.
• · Exercisability of 324,372 prefunded warrant shares and all common warrants is contingent on stockholder approval.
• · The side letter requires the company to maintain a cash balance equal to the purchase price in a segregated bank account until a strategic alternative closes or the payment obligation is paid.
• · The company has granted the investor the right to designate one board observer.
• · The company received a Nasdaq delisting notice on April 20, 2026, due to stockholders' equity of $2,260,120, below the $2.5 million minimum.
• · The company has requested a hearing before the Nasdaq Hearings Panel, which stays delisting pending a decision.

28-05-2026

Ares Management Corp's subsidiary Ares Holdings L.P. entered into Amendment No. 14 to its Sixth Amended and Restated Senior Credit Agreement, dated May 21, 2026, with JPMorgan Chase Bank as Agent and a syndicate of 25 lenders. The amendment modifies the credit agreement and replaces Schedule C-1 (Revolver Commitments), with adjustments to lender commitments and outstanding advances. No specific financial amounts or material changes to terms are disclosed in the filing.

• · The amendment was executed on May 21, 2026, and filed on May 28, 2026.
• · The credit agreement was originally dated April 21, 2014, and has been amended 14 times.
• · The amendment replaces Schedule C-1 (Revolver Commitments) and adjusts lender commitments and outstanding advances pro rata.
• · The borrower represents that no Event of Default or Unmatured Event of Default exists.
• · The amendment is governed by New York law and includes a jury trial waiver.
• · The filing includes a blacklined version of the amended credit agreement as Annex I and the new Schedule C-1 as Annex II, but these are not publicly available in the filing text.

28-05-2026

Braemar Hotels & Resorts Inc. appointed Eric Batis to its Board of Directors on May 21, 2026, to serve until the next annual meeting. Concurrently, directors Stefani Danielle Carter and Rebecca Musser resigned effective the same date, with no disagreements cited. No additional compensation or material transactions were reported for Mr. Batis.

• · Mr. Batis was not appointed to any committee at the time of his appointment.
• · Mr. Batis serves as COO of Ashford Inc., overseeing day-to-day operations.
• · No additional compensation will be paid to Mr. Batis for his board duties.
• · Resignations of Carter and Musser were not due to any disagreement with the company.

28-05-2026

Nature's Miracle Holding Inc. (NMHIW) entered into a Settlement Agreement on May 19, 2026, with 1800 Diagonal Lending LLC to resolve claims of default on four convertible promissory notes totaling approximately $791,323.32. The settlement reduces the obligation to $575,000, payable through a combination of cash installments and conversion rights, and requires NMHI to reserve 222,000,000 shares of common stock for 1800 Diagonal. While the settlement avoids further litigation and reduces the debt by about 27%, the company faces significant cash payment obligations through November 2026 and must increase its authorized share capital by July 31, 2026, indicating ongoing financial strain.

• · The settlement reduces the total debt from $791,323.32 to $575,000, a reduction of approximately 27.3%.
• · NMHI must reserve 222,000,000 shares of common stock exclusively for 1800 Diagonal and increase authorized share capital by July 31, 2026.
• · The first $50,000 payment is due within 5 business days of the agreement (by May 27, 2026) and is an absolute condition with no cure period.
• · The September Note requires installment payments of $50,000 on July 15, August 15, September 15, October 15, and $25,000 on November 15, 2026.
• · The October Note requires an additional $50,000 payment by June 15, 2026.
• · Default interest rate on the Notes is 22% per annum.
• · The Court retains jurisdiction to enforce the Settlement Agreement.
• · Upon full payment or conversion, the Notes will be cancelled and the Action dismissed.

28-05-2026

GigCapital7 Corp. completed its business combination with Hadron Energy, effective May 22, 2026, after shareholder approval on May 7, 2026. The combined company, now named Hadron Energy, Inc., will trade on Nasdaq under symbols 'HDRN' (common stock) and 'HDRNW' (warrants) starting May 26, 2026. Hadron Energy is a pioneer in MMR (Micro Modular Reactor) technology, developing the Halo MMR for 10 MWe continuous power, targeting AI data centers and industrial hubs. No financial terms of the transaction were disclosed.

• · GigCapital7 units will cease trading as a separate security; each unit will separate into one share of common stock (HDRN) and one warrant (HDRNW).
• · Advisors: Cohen & Company Capital Markets (financial advisor to Hadron Energy), Duane Morris LLP (legal advisor to Hadron Energy), DLA Piper LLP (US) (legal advisor to GigCapital7).
• · Forward-looking statements caution about risks including Nasdaq listing standards and sufficient capital for Hadron Energy's operations.

28-05-2026

Hanmi Financial Corp (HAFC) held its 2026 Annual Meeting on May 27, 2026, where shareholders voted on four items, including the election of ten directors, an advisory vote on executive compensation, approval of the 2026 Employee Stock Purchase Plan (ESPP), and ratification of Crowe LLP as auditor. All proposals passed with strong support; however, director Gideon Yu resigned from the Board effective May 22, 2026, prior to the meeting, and did not stand for reelection. The resignation was not due to any disagreement with the company.

• · Gideon Yu resigned from the Board of Hanmi Financial Corporation and Hanmi Bank effective May 22, 2026, and did not stand for reelection at the 2026 Annual Meeting.
• · Yu had served on the Board since 2021 and was a member of the Nominating and Corporate Governance Committee and Risk, Compliance and Planning Committees at the time of his resignation.
• · The 2026 Employee Stock Purchase Plan (ESPP) was approved by shareholders with 24,886,127 votes 'For', 12,400 'Against', and 5,448 'Abstain' (excluding broker non-votes).
• · Advisory vote on executive compensation received 24,534,573 'For', 361,059 'Against', and 8,343 'Abstain' (excluding broker non-votes).
• · Ratification of Crowe LLP as auditor for FY 2026 received 26,350,596 'For', 68,179 'Against', and 2,224 'Abstain' (no broker non-votes for this proposal).

28-05-2026

Axalta Coating Systems Ltd. and Akzo Nobel N.V. have entered into Amendment No. 1 to their Merger Agreement, dated May 27, 2026, which restructures the transaction to include a second merger and a contribution step, and updates the governance structure of the combined company (MergeCo) to an 11-member board. The amendment also clarifies the intended U.S. federal income tax treatment as a tax-free reorganization under Section 368(a) of the Code. No financial terms or changes to the overall deal value were disclosed in this amendment.

• · The amendment introduces a second merger step where the Surviving Corporation merges into AkzoNobel Sub 2, with shares cancelled for no consideration.
• · The combined company (MergeCo) will have a one-tier board of 11 members: 2 executive directors, 9 non-executive directors, including 3 independent joint nominees.
• · The parties intend the Mergers and Contributions to qualify as a tax-free reorganization under Section 368(a) of the Code, with no gain recognized under Section 367(a) for certain shareholders.
• · No financial consideration or changes to the original merger consideration were disclosed in this amendment.

28-05-2026

Hyperscale Data, Inc. (NYSE American: GPUS) terminated its ATM Issuance Sales Agreement, which had raised approximately $24.7 million in gross proceeds from the sale of about 137.6 million shares at an average price of ~$0.1793 per share. The termination process began May 27, 2026, and will take effect June 8, 2026, with no further sales under the ATM. The company may evaluate future capital markets options. Separately, it expects the divestiture of Ault Capital Group (ACG) to occur in Q2 2027, which would transition the company to a pure-play AI data center and digital asset holder. However, the ATM sale was executed at a heavily dilutive price (approximately $0.18/share), and the divestiture remains more than a year away, introducing execution risk.

• · The average sale price per share under the ATM was approximately $0.1793, indicating heavy dilution.
• · The official termination date for the ATM agreement is June 8, 2026.
• · The divestiture of ACG is expected to occur in Q2 2027, more than 12 months away.
• · Hyperscale Data issued 1,000,000 shares of Series F Preferred Stock on December 23, 2024, to facilitate the eventual divestiture.
• · The company is considering future capital markets options but has no current commitments.

28-05-2026

FrontView REIT appointed Timothy G. McHugh, Co-President and CFO of Welltower Inc., to its Board of Directors as an independent director, effective May 28, 2026. McHugh brings extensive public REIT leadership, capital markets, and net-lease investment experience to FrontView as the company continues to scale its differentiated platform. No financial metrics or performance data were disclosed in this filing.

• · McHugh has served as Co-President and CFO of Welltower, the largest REIT in the S&P 500 by market capitalization.
• · He joined Welltower in 2016 and has held roles including Treasurer, SVP of Capital Markets, and EVP and CFO.
• · FrontView's portfolio as of March 31, 2026, consisted of 309 direct frontage properties across 36 states, leased primarily to service and necessity-based tenants across 16 industries.
• · The appointment is effective May 28, 2026.

28-05-2026

Caesars Entertainment, Inc. (CZR) has entered into a definitive agreement to be acquired by Fertitta Entertainment in an all-cash transaction valued at approximately $17.6 billion, including the assumption of about $11.9 billion of Caesars' outstanding debt. Shareholders will receive $31.00 per share, representing a 49% premium over the unaffected share price as of February 25, 2026. The transaction is expected to close subject to shareholder approval, regulatory approvals, and other customary conditions, with a go-shop period through July 11, 2026.

• · The transaction is not subject to a financing condition; financing includes equity from Fertitta Entertainment, assumed debt, and new committed debt from a group of 10 banks.
• · The Carano family, owning approximately 5% of Caesars' outstanding shares, has agreed to roll a portion of their equity into Fertitta Entertainment.
• · Caesars' current management team, including CEO Tom Reeg, CFO Bret Yunker, and President/COO Anthony Carano, is expected to remain in their roles post-acquisition.
• · The go-shop period runs through July 11, 2026, allowing Caesars to solicit alternative proposals.
• · Upon completion, Caesars' common stock will be delisted from NASDAQ.
• · Advisors: PJT Partners (financial), Latham & Watkins (legal), Skadden (antitrust) for Caesars; Morgan Stanley and Goldman Sachs (financial), White & Case (legal) for Fertitta Entertainment; Freshfields for Carano family.

28-05-2026

iRhythm Holdings, Inc. held its 2026 Annual Meeting on May 27, 2026, with 89.69% of shares represented. Stockholders approved all proposals, including the election of nine directors, the 2026 Equity Incentive Plan (replacing the 2016 plan), an amended certificate of incorporation removing the pass-through voting provision, ratification of KPMG LLP as auditor, and an advisory vote on executive compensation. Notably, director Bruce Bodaken received 7,092,364 votes withheld (the highest among nominees), and the advisory vote on executive compensation had 748,553 abstentions, indicating some shareholder dissent.

• · Bruce Bodaken received 7,092,364 votes withheld, the highest withheld count among all director nominees.
• · The advisory vote on executive compensation had 748,553 abstentions, indicating notable shareholder concerns.
• · Proposal 3 (removing pass-through voting provision) passed with 27,297,969 votes for and only 21,366 against.
• · KPMG LLP was ratified as auditor with 29,446,860 votes for and 16,853 against, with no broker non-votes.
• · The 2026 Equity Incentive Plan replaces the 2016 Equity Incentive Plan and was approved with 26,812,921 votes for.

28-05-2026

First Business Financial Services, Inc. (FBIZ) announced the appointment of Scott M. Ferris to its Board of Directors, effective June 1, 2026. Mr. Ferris brings extensive experience from BMO Financial Group, where he served as Managing Director leading commercial banking within the Financial Institutions Group until his retirement in January 2025. The appointment is expected to support the company's long-term growth strategy.

• · Scott M. Ferris retired from BMO Financial Group in January 2025 after serving as Managing Director leading commercial banking within the Financial Institutions Group since November 2006.
• · Mr. Ferris joined BMO in 1985 and held various roles in commercial and corporate banking before advancing to senior leadership.
• · He brings expertise in credit, liquidity, market, and operational risk management, as well as experience with banking and market regulators.

28-05-2026

Neurocrine Biosciences held its 2026 Annual Meeting on May 27, 2026, where stockholders elected three Class III directors (Kevin C. Gorman, Gary A. Lyons, Johanna Mercier) for terms expiring in 2029, approved the Amended 2025 Equity Incentive Plan, ratified Ernst & Young as independent auditor for FY2026, and approved executive compensation on an advisory basis. All four proposals passed with strong majority support, though director Johanna Mercier received the highest number of votes withheld (10,094,338) among the nominees.

• · The Amended 2025 Plan was approved with 79,131,622 votes for, 5,568,926 against, and 65,732 abstentions.
• · Ratification of Ernst & Young LLP received 83,880,185 votes for, 6,170,483 against, and 67,957 abstentions (no broker non-votes).
• · Advisory vote on executive compensation passed with 78,993,894 for, 5,669,155 against, and 103,231 abstentions.
• · Class I Directors (Rastetter, Morrow, Norwalk, Poon) continue until 2027; Class II Directors (Gano, Pops, Sharp, Sherwin) continue until 2028.
• · The filing date is May 28, 2026, and the event date is May 27, 2026.

28-05-2026

Ondas Holdings Inc. filed a Certificate of Amendment with the Nevada Secretary of State to increase its authorized common shares from an unspecified prior amount to 1,200,000,000 shares (par value $0.0001 per share), while authorized preferred shares remain at 10,000,000 shares. The amendment was approved by 87% of votes cast and is effective upon filing. This change may be preparatory for future capital raising activities.

• · The amendment was filed under NRS 78.385 and 78.390 (after issuance of stock).
• · The filing date is May 28, 2026.
• · The entity's Nevada Business Identification Number is E0640082014-2.
• · The amendment deletes and replaces Section 4.1 of Article IV of the Articles of Incorporation.

28-05-2026

On May 27, 2026, First United Corp appointed Jason B. Rush, age 55, as Chairman of the Board. Mr. Rush, who was elected to the Board at the 2026 annual meeting on May 7, 2026, also serves as the Corporation's President and CEO (appointed effective January 1, 2026). No transactions requiring disclosure under Item 404(a) have occurred since the beginning of fiscal 2024, and none are proposed for the remainder of fiscal 2026.

• · Mr. Rush was elected to the Board by shareholders at the 2026 annual meeting on May 7, 2026.
• · He has been employed by First United since October 1993, starting as a Management Trainee.
• · His prior roles include Senior Vice President & COO (Jan 2017 – Dec 2025), Senior Vice President & Chief Risk Officer and Director of Operations and Support (2006–2017).
• · His compensatory arrangements are incorporated by reference from the definitive proxy statement filed March 26, 2025.
• · No reportable transactions with Mr. Rush or his affiliates occurred since the start of fiscal 2024, and none are proposed for the remainder of fiscal 2026.

28-05-2026

Red Robin Gourmet Burgers announced the sale of 30 company-owned units in Washington and Western Idaho to Evergreen Dining LLC for $23.5 million in cash, with proceeds primarily used to pay down debt and support the company's 'First Choice Plan'. The transaction is expected to close in the second half of 2026. While the refranchising strengthens the balance sheet and capital structure, it reduces the company's company-operated store base and shifts future revenue from these locations to franchise royalties.

• · The 30 units are located in Washington and Western Idaho.
• · Evergreen Dining's principals have operated more than 100 restaurants across multiple national brands over nearly three decades.
• · Evergreen Dining's support center provides accounting, HR, IT, marketing, payroll, purchasing, and real estate services.
• · Red Robin expects to update guidance following the close of the transaction.
• · Parties interested in other franchising opportunities should contact Brookwood Associates.
• · Red Robin was founded in 1969 and operates nearly 500 locations in the U.S. and Canada.

28-05-2026

Kinder Morgan, Inc. entered into an Amended and Restated Revolving Credit Agreement on May 21, 2026, replacing its existing $3.5 billion facility. The new agreement extends the maturity date from August 20, 2026 to May 21, 2031, and increases swingline loan availability from $50 million to $400 million. The facility size remains unchanged at $3.5 billion, indicating no expansion of total borrowing capacity.

• · The Amended Credit Facility amends and restates the $3.5 billion Revolving Credit Agreement dated August 20, 2021.
• · The facility size remains unchanged at $3.5 billion; no increase in total borrowing capacity.
• · The swingline loan availability increased from $50 million to $400 million, a 700% increase.
• · The maturity date was extended from August 20, 2026 to May 21, 2031, adding approximately 5 years.
• · Barclays Bank PLC serves as administrative agent for the facility.

28-05-2026

Provident Financial Holdings, Inc. announced the resignation of David S. Weiant as Senior Vice President and Chief Lending Officer of its subsidiary, Provident Savings Bank, F.S.B., effective July 15, 2026, due to retirement. The company expressed appreciation for his 19 years of service and stated that current management and staff will assume his duties until a successor is named. The resignation was not due to any disagreements with the company.

• · David S. Weiant's resignation is effective July 15, 2026.
• · A search has been initiated for Mr. Weiant's successor.
• · Current management and staff will assume Mr. Weiant's duties until a successor is named.
• · The retirement was not the result of any disagreements with the Corporation or the Bank.

28-05-2026

Royalty Pharma plc entered into a $1.8 billion revolving credit agreement on May 22, 2026, with Bank of America as administrative agent and several co-syndication agents. The facility provides loans and letters of credit to Royalty Pharma Holdings Ltd, with Royalty Pharma plc as holdings company and Royalty Pharma Manager, LLC as a party. The agreement includes customary representations, covenants, and events of default.

• · The credit agreement is dated May 22, 2026 and filed as an 8-K on May 28, 2026.
• · The facility is a revolving credit agreement with an aggregate principal amount not to exceed $1,800,000,000.
• · The borrower is Royalty Pharma Holdings Ltd, a private limited company incorporated in England and Wales.
• · The agreement includes an expansion option (Section 2.19) and extended revolving commitments (Section 2.21).
• · The agreement contains financial covenants (Section 6.06) and negative covenants including limitations on funded debt, liens, and fundamental changes.

28-05-2026

Beeline Holdings, Inc. (BLNE) disclosed on May 28, 2026 that Board member Eric Finnsson resigned effective June 30, 2026, reducing the Board from six to five directors. The resignation was not due to any disagreement with the company on operations, policies, or practices. With the departure of a director who was part of the legacy Eastside board brought in post-October 2024 merger to aid integration, the transition suggests the company is moving to a leaner governance structure.

• · Eric Finnsson was a member of the Eastside Board of Directors prior to the October 2024 merger.
• · The Company believed it was important to maintain an additional director position to facilitate the integration process.
• · The resignation is effective June 30, 2026, and the filing was made on May 28, 2026.

28-05-2026

On May 8, 2026, Michael Zapata resigned as CEO and Chairman of Schmitt Industries, Inc., with no disagreement cited. Following his departure, Charles Davidson is the sole remaining director and will fill board vacancies and conduct business per Oregon law.

• · Resignations were effective May 8, 2026.
• · Neither resignation resulted from any disagreement with the company.
• · Charles Davidson is the sole remaining board member.
• · The company's common stock trades under the symbol SMIT with no par value.

28-05-2026

EnerSys announced a realignment from four to three operating segments (NIS, IMS, PPS) effective Q1 FY2027, consolidating New Ventures and redistributing corporate charges. The company reaffirmed its unchanged Q1 FY2027 guidance issued on May 20, 2026, and provided recast prior-year segment financials. No financial impact or performance metrics were disclosed, resulting in a neutral sentiment.

• · New Ventures will no longer be a separate operating segment; its sales will be reported within the segments where they occur.
• · Prior costs associated with New Ventures have been allocated as part of corporate charges.
• · Corporate charges are being redistributed across all lines of business based on a new allocation method.
• · The company provided a recast of comparable prior year segment unaudited financial information for fiscal years 2025 and 2026.
• · Consolidated balance sheets, income statements, and statements of cash flows are not affected by the realignment.

28-05-2026

Sidus Space, Inc. announced the pricing of a $100 million registered direct offering of 19,685,039 shares of Class A common stock (or pre-funded warrants in lieu thereof) at $5.08 per share in a best-efforts offering. The proceeds are earmarked for working capital and general corporate purposes, with ThinkEquity acting as sole placement agent and the offering expected to close on May 29, 2026.

• · The offering is being conducted under a shelf registration statement on Form S-3 (File No. 333-292839) filed January 20, 2026 and declared effective February 4, 2026.
• · The offering is a best-efforts, not a firm commitment, underwriting structure.
• · The offering price of $5.08 per share was priced at-the-market under Nasdaq rules.
• · Sidus Space operates a 35,000 sq. ft. facility on Florida's Space Coast.

28-05-2026

On May 21, 2026, the Compensation Committee of Eagle Materials Inc. approved long-term incentive equity awards under the 2023 Equity Incentive Plan for named executive officers, including CEO Michael R. Haack (target award value $6.0M). The awards consist of performance-vesting restricted stock units (PSUs), performance-vesting stock options, time-vesting RSUs, and time-vesting stock options, with performance conditions based on average return on equity and total stockholder return over a three-year period ending fiscal 2029. Vesting for time-based awards is ratable over three years (2027–2029), and performance awards range from 50% (threshold) to 200% (maximum) of target.

• · Half of the target value of awards is allocated to performance awards (PSUs and performance-vesting options) and half to time-vesting awards (RSUs and time-vesting options).
• · Maximum performance scenario: CEO Haack would receive 15,066 PSUs (double target) and 39,394 performance-vesting options.
• · Time-vesting awards vest ratably on three dates: May 21, 2027; March 31, 2028; and March 31, 2029.
• · PSUs accrue dividend-equivalent restricted stock units during the performance period, payable in shares only if PSUs are earned.
• · Eric Cribbs and Tony Thompson received only PSUs and RSUs (no stock options) as part of their awards.

28-05-2026

Ashford Hospitality Trust completed the sale of the 378-room Sheraton Indianapolis City Centre Hotel for approximately $16.5 million in net cash, using $14.6 million to repay a mortgage loan secured by nine hotels. The disposition resulted in a non-recurring loss of $2.0 million for FY2025 and a net loss attributable to common stockholders of $60.7 million for Q1 2026 on a pro forma basis, compared to a historical loss of $71.1 million. The sale reduces total assets by $20.3 million and indebtedness by $14.5 million.

• · The mortgage loan repaid was secured by nine hotels including the Sheraton Indianapolis.
• · Pro forma adjustments include a non-recurring loss of $2.0 million for FY2025 and write-off of loan costs of $128,000 for FY2025 and $83,000 for Q1 2026.
• · The sale reduced total assets from $2.605B to $2.583B and total liabilities from $3.044B to $3.024B as of March 31, 2026.
• · Pro forma net loss per share improved from -$35.99 to -$35.50 for FY2025 and from -$11.03 to -$9.42 for Q1 2026.

28-05-2026

MAXIMUS, Inc. entered into a Second Amendment to its Amended and Restated Credit Agreement on May 27, 2026, establishing $325 million in Tranche B-1 Term Loans. The proceeds will be used to repay revolving loans, repurchase capital stock, fund working capital, and pay fees and expenses. The amendment also cures certain identified inconsistencies in the credit agreement, with no defaults or events of default continuing as of the effective date.

• · The amendment was entered into on May 27, 2026, and became effective on the Second Amendment Effective Date upon satisfaction of conditions including receipt of legal opinions from four law firms, a solvency certificate, and lien search results.
• · The Tranche B-1 Term Loans are structured as a fungible increase to the existing Initial Tranche B Term Loans.
• · The amendment cures jointly identified inconsistencies in the credit agreement, with notice provided to Required Lenders on May 13, 2026, and no written objections received.
• · The borrower represented that no Default or Event of Default has occurred and is continuing as of the effective date.

28-05-2026

Karyopharm Therapeutics held its 2026 Annual Meeting on May 21, 2026, where stockholders approved an amendment to the 2022 Equity Incentive Plan increasing authorized shares by 3,000,000, elected Barry E. Greene and Christy J. Oliger as Class I directors, and ratified Ernst & Young as auditor. Subsequently, on May 22, 2026, the Compensation Committee approved a broad-based retention program granting performance-based restricted stock units (PSUs) totaling 3,838,380 shares to employees, including named executive officers and the CEO, with vesting tied to clinical milestones and continued service. However, the Second PSU Award also requires stockholder approval of an additional 950,000 share increase by May 31, 2027, introducing conditional risk.

• · Stockholders approved a 1,400,000 share increase to the Employee Stock Purchase Plan.
• · Advisory vote on named executive officer compensation passed with 10,025,198 for vs. 1,388,274 against (87.8% approval).
• · Ratification of Ernst & Young as auditor received 16,695,588 votes for, 86,550 against, and 59,428 abstentions.
• · The Second PSU Award for all participants requires stockholder approval of an additional 950,000 share increase by May 31, 2027.
• · The Retention Program PSUs vest based on clinical milestones, not time-based vesting.

28-05-2026

BorgWarner Inc. appointed Stefan Demmerle as Vice President, President and General Manager of Battery Energy Systems, and Chief Technology Officer, effective July 1, 2026. He previously served as Vice President and President and General Manager of BorgWarner PowerDrive Systems since 2015. No changes were made to his compensatory arrangements.

• · Appointment effective July 1, 2026.
• · Mr. Demmerle had been Vice President and President and General Manager of BorgWarner PowerDrive Systems since 2015.
• · No changes to compensatory arrangements.

28-05-2026

Autodesk (NASDAQ: ADSK) announced a definitive agreement to acquire MaintainX, a maintenance and operations solution, for approximately $3.6 billion in an all-cash transaction funded by cash on hand and debt financing. The acquisition aims to strengthen Autodesk Operations Solutions (AOS) by connecting design, make, and operate workflows, leveraging MaintainX's high growth—expecting over $135 million in ARR for CY2026 with >50% growth. However, the deal is subject to regulatory approvals and customary closing conditions, with risks including integration challenges and increased debt servicing obligations.

• · MaintainX expects to exceed $135 million in annualized recurring revenue (ARR) for calendar year 2026.
• · MaintainX's expected ARR growth is in excess of 50% for calendar year 2026.
• · The acquisition is expected to close later in fiscal year 2026, subject to regulatory reviews and customary conditions.
• · Autodesk will fund the transaction using a combination of cash on hand and debt financing.
• · The acquisition is intended to expand Autodesk’s addressable market and extend asset/system duration from years to decades.
• · AOS includes existing capabilities: Tandem, Flexsim, Fusion Operations, and Factory Design Utilities.

28-05-2026

Guardian Pharmacy Services, Inc. (GRDN) entered into the Eighth Amendment to its Third Amended and Restated Loan and Security Agreement with Regions Bank, Bank of America, and The Huntington National Bank, dated May 21, 2026. The amendment modifies the existing credit agreement and related pledge agreement, with conditions including no default, reaffirmation of obligations, and compliance with financial covenants. No specific new borrowing amounts or financial figures were disclosed in this filing, and the amendment appears to be a routine refinancing or covenant modification.

• · The amendment is the eighth modification to the original Third Amended and Restated Loan and Security Agreement dated April 23, 2018.
• · Regions Bank acts as both administrative agent and a lender; Regions Capital Markets is the sole lead arranger and sole bookrunner.
• · Bank of America, N.A. and The Huntington National Bank (successor by merger to Cadence Bank) are also lenders under the agreement.
• · Conditions precedent for the amendment included delivery of officer certificates, good standing certificates, and compliance with know-your-customer requirements under the PATRIOT Act and Beneficial Ownership Regulation.
• · The borrower represented that no Event of Default or Default existed before or after giving effect to the amendment.
• · The amendment is governed by the laws of the State of Georgia.

28-05-2026

At Verizon's 2026 Annual Meeting on May 21, 2026, shareholders approved the 2026 Long-Term Incentive Plan and elected all nine director nominees, with Carol Tomé receiving the highest support (2.73B votes for) and Shellye Archambeau the most opposition (241.5M against). However, two shareholder proposals—on climate change oversight and independent board chair—were both defeated by wide margins, and the executive compensation advisory vote passed with 2.40B for but 355.7M against (12.9% opposition).

• · The shareholder proposal on climate change oversight was defeated with 2.26B votes against vs. 440.8M for.
• · The shareholder proposal for an independent board chair was defeated with 2.31B votes against vs. 434.9M for.
• · Ernst & Young LLP was ratified as independent auditor with 3.16B votes for and 248.0M against.
• · The advisory vote on executive compensation passed with 2.40B for and 355.7M against (12.9% opposition).
• · The shareholder proposal regarding risks of non-fiduciary executive compensation metrics was withdrawn and not presented.

28-05-2026

Ferrellgas Partners, L.P. announced board updates and succession planning developments, including the appointment of Andrew Safran to the Board and Pamela A. Breuckmann as Vice Chair, effective May 21-22, 2026. The company also highlighted recent financial achievements such as the renewal of its Credit Agreement, refinancing of Senior Notes due 2026, and conversion of all outstanding Class B Units into Class A Units, which have improved financial flexibility and simplified the capital structure. No negative or flat financial metrics were disclosed in this filing.

• · Ferrellgas serves propane customers in all 50 states, the District of Columbia, and Puerto Rico.
• · The company filed its Annual Report on Form 10-K for fiscal year ended July 31, 2025, on October 15, 2025.
• · Jim Ferrell has led the company since 1965, transforming it from a small local operation into a Fortune 1000 company.
• · Andrew Safran brings over 30 years of investment banking and private equity experience in natural resources and energy infrastructure.

28-05-2026

Polaryx Therapeutics closed a $10 million PIPE financing on May 28, 2026, consisting of 2,502,696 shares at ~$4.00 per share, to fund the launch of its Phase 2 SOTERIA basket trial (PLX-200 in four LSD indications). The company expects the proceeds to extend its operating runway through Q2 2027. However, the financing is non-dilutive in the sense that no registration statement for resale will be filed, but the share issuance itself is dilutive to existing shareholders.

• · SOTERIA is an open-label, single-arm Phase 2 trial assessing safety, tolerability, and clinical activity in four LSDs (CLN2, CLN3, Krabbe, Sandhoff) representing ~25% of the LSD population.
• · FDA Fast Track Designation has been granted for all four planned indications.
• · FDA safe-to-proceed letter received October 2025.
• · Trial initiation planned for H2 2026 in US, Europe, and Asia.
• · CLN2 and CLN3 cohorts will use natural history data as control arm.
• · Company may seek conditional marketing authorization if data show compelling clinical activity.
• · No registration statement will be filed for resale of PIPE shares.

28-05-2026

FOXO Technologies Inc. (OTC: FOXO) entered into an exclusive license agreement with LongevityFP Technologies, LLC (LFP) to commercialize its epigenetics technology, including two patents and related IP. LFP will pay FOXO a 3% royalty on net revenues capped at $1.3 million, and has a 10-year option to acquire majority ownership of FOXO Labs in exchange for a 40% equity interest in the resulting enterprise. The agreement resolves prior matters and provides FOXO a royalty stream and potential upside, but the royalty cap is low and the option's value depends on future commercialization success.

• · The agreement resolves all prior matters between the parties.
• · FOXO's epigenetics technology has not been commercialized in recent years under the current corporate structure.
• · FOXO's core healthcare services operations include a critical access hospital, a behavioral health facility, and a biospecimen sourcing provider.
• · Jon R. Sabes is the named inventor on the platform's core patents and the original architect of the epigenetics underwriting platform.

28-05-2026

PBF Holding Co LLC, a subsidiary of PBF Energy Inc., issued $500.0 million in aggregate principal amount of 7.250% Senior Notes due 2034 on May 28, 2026. The net proceeds of approximately $492.7 million will be used, together with available cash, to redeem the outstanding 6.00% senior unsecured notes due 2028. The new notes are senior unsecured obligations and rank equally with the company's existing senior indebtedness, including its asset-based revolving credit facility.

• · The Notes and guarantees are senior unsecured obligations and rank equally with the Issuers' and Guarantors' existing and future senior indebtedness, including the Revolving Credit Facility and the outstanding 7.875% and 9.875% senior unsecured notes due 2030.
• · The Notes are effectively subordinated to any secured indebtedness (including the Revolving Credit Facility) to the extent of the collateral value.
• · The Notes are structurally subordinated to any indebtedness of subsidiaries that do not guarantee the Notes.
• · Interest on the Notes is payable semi-annually on June 1 and December 1, beginning December 1, 2026.
• · The Notes mature on June 1, 2034.
• · The Indenture contains customary covenants for non-investment grade debt, including limitations on incurring additional debt, making restricted payments, transactions with affiliates, creating liens, mergers, and designating unrestricted subsidiaries.
• · Many covenants will cease or be modified if the Notes achieve investment grade rating.
• · Prior to June 1, 2029, the Issuers may redeem up to 40% of the Notes with net cash proceeds from equity offerings at 107.250% of principal, provided at least 60% of the original principal remains outstanding.
• · On or after June 1, 2029, the Issuers may redeem all or part of the Notes at specified redemption prices.
• · Prior to June 1, 2029, the Issuers may redeem all or part of the Notes at a make-whole redemption price.
• · Upon a change of control with ratings decline, the Issuers must offer to purchase the Notes at 101% of principal plus accrued interest.
• · Prior to a covenant termination event, the Issuers may be required to use net cash proceeds from certain asset dispositions to offer to purchase the Notes at 100% of principal plus accrued interest.
• · The Issuers may issue additional Notes from time to time under the Indenture.

28-05-2026

The Hershey Company announced the appointment of Mitchell Arends as Chief Supply Chain Officer, effective June 22, 2026, succeeding Jason Reiman who is retiring after a 30-year career. Reiman will remain through April 2027 to ensure a smooth transition. Arends brings over 25 years of supply chain leadership from UTZ Brands and Kraft Heinz, and will focus on accelerating digital integration and automation.

• · Arends previously served as EVP, Principal Operating Officer, and Chief Integrated Supply Chain Officer at UTZ Brands with full operational accountability for a $1.5B business.
• · Prior to UTZ, Arends was Chief Supply Chain Officer of North America at Kraft Heinz, responsible for a $22B supply chain.
• · Reiman joined Hershey as an intern and built a career spanning the full breadth of the supply chain over 30 years.
• · Reiman's contributions include bringing core capacity and expanded confection capabilities in-house, standing up two fully digitally integrated manufacturing facilities, and building the salty snacks network that is now 80% insourced.
• · Hershey generates more than $11.7 billion in annual revenues with over 20,000 employees worldwide across more than 85 brands in approximately 65 countries.

28-05-2026

Blue Owl Technology Finance Corp. (OTF) entered into a Loan Financing and Servicing Agreement dated May 21, 2026, through its subsidiary Athena Funding III LLC as borrower, with Deutsche Bank AG, New York Branch as facility agent and State Street Bank and Trust Company as collateral agent and custodian. The agreement establishes a secured financing facility backed by collateral obligations, with OTF acting as both equityholder and services provider, but no specific dollar amounts, interest rates, or facility size were disclosed in the filing.

• · The agreement was executed on May 21, 2026, and filed as an 8-K on May 28, 2026.
• · The facility is structured as a secured borrowing facility with collateral obligations pledged by the borrower.
• · The agreement includes standard provisions for advances, yield, fees, repayment, prepayments, and facility termination events.
• · The borrower is a Delaware limited liability company (Athena Funding III LLC), a wholly owned subsidiary of OTF.
• · The facility agent is Deutsche Bank AG, New York Branch; the collateral agent and collateral custodian is State Street Bank and Trust Company.
• · No financial terms (e.g., facility amount, interest rate, maturity) were disclosed in the exhibit.

28-05-2026

Etsy and eBay have entered into a Letter Agreement amending their existing Sale and Purchase Agreement (SPA) due to a prolonged regulatory approval process and strong competitive pressures in the US and Australia. The agreement establishes a tiered Business Disruption Fee payable by eBay to Etsy if the SPA is terminated after certain dates, ranging from $34 million to a maximum of $136 million, with no fee due if termination occurs on or before June 15, 2026. The fee is not payable if eBay terminates due to Etsy's willful breach or fraud.

• · The Letter Agreement is dated May 21, 2026, and amends the SPA originally dated February 15, 2026.
• · The Business Disruption Fee is payable within two business days following termination of the SPA, except in cases of Etsy's willful breach or fraud.
• · No interest accrues on any payment under this agreement.
• · The agreement automatically terminates upon the earliest of: Closing, payment of the Business Disruption Fee, or termination of the SPA under Section 2 (willful breach/fraud by Etsy).
• · The agreement cites strong competitive pressure in several countries, specifically mentioning the US and Australia.

28-05-2026

Stratus Properties Inc. (STRS) disclosed via an 8-K filing that its subsidiary, Brixmor Operating Partnership LP, has entered into a definitive agreement to acquire the Jones Crossing Shopping Center in College Station, Texas for $46.5 million. The transaction involves the purchase of ground leasehold interests and improvements from College Station 1892 Properties, L.L.C., with a $930,000 total earnest money deposit. The acquisition is subject to standard due diligence and a right of first refusal held by anchor tenant H-E-B, which has already been declined, though a re-offer could terminate the deal.

• · The agreement was dated May 21, 2026, and filed on May 28, 2026.
• · The property includes ground leasehold estates under a Master Ground Lease and an HEB Separated Ground Lease, but excludes a Multi-Family Separated Ground Lease.
• · H-E-B holds a right of first refusal (ROFR) on the sale, which was declined prior to the effective date; however, if a re-offer is required and H-E-B exercises it, the agreement automatically terminates and earnest money is returned.
• · The inspection period runs until 5 business days after the effective date (May 21, 2026), with Purchaser having sole discretion to terminate for any reason.
• · Purchaser has already conducted due diligence under a prior Access and Indemnity Agreement dated March 23, 2026.
• · The purchase price is payable in full in immediately available funds at closing.

28-05-2026

Woodward, Inc. (WWD) filed an 8-K on May 28, 2026, disclosing entry into a Third Amended and Restated Credit Agreement with Wells Fargo, Bank of America, Citibank, and JPMorgan. The new unsecured revolving credit facility provides a $1.0 billion aggregate commitment, replacing the previous credit agreement.

• · The credit agreement includes a letter of credit facility and a swing line loan facility.
• · The agreement provides for up to $1.0 billion in revolving loan commitments, with the ability to increase under certain conditions.
• · Four series of senior notes issued under the 2018 Note Agreement (Series Q, R, S, T) total $315 million in combined principal, with maturities from 2027 to 2033.
• · 2016 Senior Notes of €40 million (Series M) are due September 23, 2026.
• · The credit agreement is governed by New York law and includes standard representations, warranties, covenants, and events of default.
• · Foreign subsidiary borrowers are initially Woodward Aken GmbH (Germany) and Woodward Swiss Holding GmbH (Switzerland).

28-05-2026

Cineverse Corp. (CNVS) announced the departure of CFO Mark Lindsey effective May 10, 2026, and entered into a separation letter and consulting agreement. The company will pay Mr. Lindsey his base salary for 12 months in equal monthly installments, while he will continue to vest restricted stock units through the consulting term ending September 13, 2027. No financial performance metrics or period-over-period comparisons are provided in this filing.

• · Separation letter signed May 21, 2026, dated as of May 8, 2026.
• · Consulting agreement signed May 21, 2026, dated as of May 9, 2026.
• · Consulting term ends September 13, 2027.
• · Mr. Lindsey will provide senior financial consulting services in exchange for continued vesting of restricted stock units.

28-05-2026

Intuitive Surgical announced the promotion of Taylor Patton to Chief Commercial and Marketing Officer effective July 1, succeeding Henry Charlton who will become SVP of Global Business Operations. Patton has nearly two decades at Intuitive and led the global launch of the Ion platform. The transition aims to support continued global growth and customer support.

• · Patton has held leadership positions in commercial, marketing, and clinical application engineering.
• · Charlton has been with Intuitive since 2003.
• · Patton will join Intuitive's Executive Leadership team.
• · The transition is effective July 1, 2026.

28-05-2026

Tennessee Valley Authority (TVC) filed an 8-K on May 28, 2026, disclosing a material agreement related to a basic lease for the Cumberland facility. The lease requires semi-annual rent payments from November 15, 2026, through May 15, 2056, with a debt portion of $62,416,544 per payment for the first 20 years, increasing to $69,944,911 for the remaining 10 years, and an equity portion ranging from $5,708,444 to $20,608,000. The filing indicates a long-term financing obligation with no period-over-period comparisons available.

• · Lease term spans from November 15, 2026 to May 15, 2056 (30 years).
• · Debt portion increases from $62,416,544 to $69,944,911 after May 15, 2046.
• · Equity portion varies: $5,708,444 (first payment), $7,310,866 (most payments), $6,934,725 (2046-2055), and $20,608,000 (final payment).
• · No prior period data or comparative financial metrics are provided in this filing.

28-05-2026

TXO Partners, L.P. filed an 8-K with pro forma financial statements reflecting the disposition of oil and gas properties of Cross Timbers Energy, LLC to multiple buyers in April and May 2026. Pro forma results show that for the year ended Dec 31, 2025, net income would have been $28.454M (vs historical net loss of $21.619M), but for the three months ended Mar 31, 2026, the pro forma net loss was $74.314M, only slightly improved from the historical net loss of $74.336M. Total pro forma assets decreased from $1.321B to $1.163B, and long-term debt was reduced by $100M to $177.1M.

• · The CTE Disposition involved selling oil and gas properties to multiple buyers in April and May 2026.
• · Pro forma oil reserves decreased from 47,191.9 MBbls to 39,663.9 MBbls at Jan 1, 2025 due to the disposition.
• · Pro forma total proved reserves at Dec 31, 2025 were 52,959.1 MBbls of oil, 14,453.3 MBbls of NGL, and 234,140.3 MMcf of natural gas.
• · The pro forma adjustments include removal of a management fee paid by CTE to TXO Partners and interest expense savings from debt reduction using disposition proceeds.
• · For the year ended Dec 31, 2025, pro forma operating income improved from a loss of $30.581M to income of $14.989M (historical vs pro forma).
• · Pro forma basic net income per unit for FY2025 was $0.57 vs historical loss of $0.43 per unit.
• · For Q1 2026, pro forma basic net loss per unit remained $1.35, essentially unchanged from the historical loss.

28-05-2026

UGI Corporation announced that Kathleen Shea Ballay, General Counsel and Chief Legal Officer, intends to resign effective July 3, 2026. Her duties will be assumed by internal legal team members until a successor is named. The filing does not provide any financial or operational metrics, so no period-over-period comparisons are available.

• · Resignation effective date: July 3, 2026
• · Successor not yet named; internal legal team will assume duties in the interim

28-05-2026

Hexcel Corporation redeemed all $400 million of its outstanding 3.950% Senior Notes due 2027 on May 28, 2026, using net proceeds from a new $400 million issuance of 4.900% Senior Notes due 2031 and cash on hand. This refinancing extends the company's debt maturity profile by four years but at a higher coupon rate (4.900% vs. 3.950%).

• · The 2027 Notes were originally issued under an Indenture dated August 3, 2015, as supplemented by a Second Supplemental Indenture dated February 16, 2017.
• · The redemption was funded with net proceeds from the new notes issuance plus cash on hand.
• · The new notes have a maturity of 2031, extending the debt maturity by four years compared to the 2027 notes.

28-05-2026

CleanCore Solutions, Inc. (ZONE) announced the resignation of David Enholm from the Board of Directors effective May 21, 2026, though he remains CFO. The Board simultaneously appointed CEO Tyler Hassen to fill the vacancy, effective immediately.

• · Mr. Enholm's resignation was not due to any disagreement with the company on operations, policies, or practices.
• · Tyler Hassen, age 43, has served as CEO since March 16, 2026.
• · Mr. Hassen founded Stable Crest Holdings in November 2025 and previously held roles at Basin Holdings and Morgan Stanley.
• · Mr. Hassen holds an undergraduate degree from Princeton University.
• · No arrangements or understandings exist between Mr. Hassen and any other person regarding his director selection.
• · No family relationships exist between Mr. Hassen and any other director or executive officer.
• · No reportable transactions under Item 404(a) of Regulation S-K.

28-05-2026

Blue Ridge Bankshares, Inc. (BRBS) announced that M. Dean Brown will step down as Chief Operations and Technology Officer, effective June 30, 2026, as part of his retirement. Mr. Brown will also resign from all officer and fiduciary positions at both the Company and its wholly owned subsidiary, Blue Ridge Bank, National Association. No successor or interim replacement has been disclosed in this filing.

• · The separation agreement was reached between the board of directors and Mr. Brown.
• · Mr. Brown's resignation from all officer and fiduciary positions is effective June 30, 2026.
• · The filing does not disclose any compensatory arrangements or severance terms related to the separation.