US Material Events SEC 8-K Filings — June 01, 2026

01-06-2026

Rising Dragon Acquisition Corp. adopted a Second Amended and Restated Memorandum and Articles of Association on May 28, 2026, effective the same date, to govern its operations as a blank-check company. The charter defines a Business Combination as requiring a target with at least 80% of the fair market value of the Trust Account assets and prohibits combinations solely with another blank-check company. The company has authorized share capital of US$5,550 divided into 55,000,000 ordinary shares and 500,000 preference shares, each with a par value of US$0.0001.

• · The company is incorporated in the Cayman Islands with registered office at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104.
• · The Over-Allotment Option allows underwriters to purchase up to an additional 15% of the firm units issued in the IPO at US$10 per unit, less underwriting discounts and commissions.
• · Public Shareholders are entitled to require the Company to redeem their Public Shares via a Redemption Notice, subject to conditions.
• · The company may register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands.
• · The Audit Committee, Compensation Committee, and Nominating Committee are established under the Articles.

01-06-2026

Aircastle Advisor LLC, a subsidiary of Aircastle LTD, entered into a credit agreement dated May 20, 2026, establishing a term credit facility with a syndicate of lenders led by Fifth Third Bank, ICBC New York Branch, Huntington National Bank, and PNC Capital Markets LLC. The facility is intended for working capital and other corporate purposes, with interest margins of 0.30% for Base Rate Loans and 1.30% for Tranche Rate Loans. However, the filing does not disclose the total credit commitment amount, and the agreement includes standard but restrictive covenants such as minimum interest coverage and consolidated net worth requirements, which may constrain financial flexibility.

• · The credit agreement was executed on May 20, 2026, and filed as an 8-K on June 1, 2026.
• · The facility is a term loan, not a revolving credit line.
• · The agreement includes negative covenants such as restrictions on liens, indebtedness, mergers, affiliate transactions, and change of control.
• · Financial covenants include an Unencumbered Asset Ratio, Minimum Interest Coverage Ratio, and Consolidated Net Worth maintenance.
• · The agreement contains standard events of default and provisions for lender assignment and participation.

01-06-2026

GigCapital7 Corp. consummated its business combination with Hadron Energy, Inc. on May 22, 2026, accounted for as a reverse capitalization. For Q1 2026, Hadron reported net income of $13.4M, a significant turnaround from a net loss of $220,351 in Q1 2025, driven primarily by a $13.4M gain from the change in fair value of Simple Agreements for Future Equity (SAFEs). However, the company had an accumulated deficit of $59.0M, negative operating cash flows of $1.2M, and substantial doubt about its ability to continue as a going concern.

• · Hadron Energy was formed on July 8, 2024 as an LLC and converted to a Delaware corporation on October 30, 2024.
• · The Business Combination Agreement was entered into on September 27, 2025, with amendments on December 12, 2025 and April 16, 2026.
• · Shareholders approved the business combination on May 7, 2026, and the deal closed on May 22, 2026.
• · Deferred transaction costs of $2,290,926 as of March 31, 2026 will be reclassified to additional paid-in capital upon closing.
• · The company has substantial doubt about its ability to continue as a going concern, with accumulated deficit of $59.0M and negative operating cash flows.
• · SAFEs liability decreased from $46.4M at Dec 31, 2025 to $34.5M at Mar 31, 2026, contributing a $13.4M gain in other income.
• · General and administrative expenses increased from $148,877 in Q1 2025 to $1,562,910 in Q1 2026, largely due to business combination costs.
• · Stock-based compensation was $2,734,113 in Q1 2026 vs $9,013 in Q1 2025.

01-06-2026

Liberty Star Uranium & Metals Corp. entered into a Securities Purchase Agreement with Monroe Street Capital Partners LP on May 18, 2026, issuing a convertible promissory note with a principal amount of $123,200, including a 10% original issue discount. The note bears 8% interest, matures in one year, and is convertible into common stock. This creates a direct financial obligation for the company.

• · The note matures in one year from the date of the agreement (May 18, 2026).
• · The note is convertible into shares of common stock.
• · The Securities Purchase Agreement is dated April 15, 2026, but the note was issued effective May 26, 2026.
• · The filing includes exhibits: Convertible Promissory Note (Exhibit 3.83) and Securities Purchase Agreement (Exhibit 3.84).

01-06-2026

Lucid Group, Inc. announced that Silvio Napoli has assumed the role of CEO effective June 1, 2026, following a leadership transition previously announced on April 14. Marc Winterhoff, who served as Interim CEO, has resumed his role as Chief Operating Officer and will report to Napoli. The new CEO emphasized a focus on strengthening customer engagement, cost competitiveness, and streamlining operations.

• · Silvio Napoli was previously announced as incoming CEO on April 14, 2026.
• · Napoli most recently served as Chairman and CEO of Schindler Group, bringing experience in global operations and technology-driven businesses.
• · Marc Winterhoff had served as Interim CEO before resuming his role as COO.

01-06-2026

On May 27, 2026, Thomas Earl, Chief Commercial Officer of VG LNG Marketing, LLC (UK Branch), an indirect wholly-owned subsidiary of Venture Global, Inc., notified the company he will step down from his executive role effective June 1, 2026. He will remain an employee in a non-executive capacity for one year. Internal personnel have been identified to assume his duties.

• · Thomas Earl's resignation is effective June 1, 2026.
• · He will remain an employee in a non-executive capacity for a term of one year.
• · Internal personnel have been identified to assume his previous duties and responsibilities.
• · The filing was signed by Jonathan Thayer, Chief Financial Officer, on May 29, 2026.

01-06-2026

FortuneX Acquisition Corp announced the pricing of its IPO of 7,500,000 units at $10.00 per unit, with each unit consisting of one ordinary share and one-half of one redeemable warrant. The units are expected to trade on Nasdaq under the ticker 'FXACU' starting May 21, 2026, and the IPO is expected to close on May 22, 2026. The company has granted underwriters a 45-day option to purchase up to 1,125,000 additional units to cover over-allotments.

• · Each whole warrant entitles holder to purchase one ordinary share at $11.50 per share, subject to adjustments.
• · The registration statement on Form S-1 (File No. 333-295053) was declared effective on May 19, 2026.
• · Polaris Advisory Partners, a division of Kingswood Capital Partners LLC, is acting as sole book-running manager.
• · The ordinary shares and warrants are expected to trade under symbols 'FXAC' and 'FXACW' respectively after separate trading begins.

01-06-2026

XPO, Inc. entered into Amendment No. 11 to its Credit Agreement on May 29, 2026, implementing a $385 million extension offer that converted $271.1 million of existing Term B-2 and Term B-3 Loans into Extended Term B Loans, while also obtaining $113.9 million in new Incremental Term Loans. The combined 2026 Term Loans (2026 Term Loans) totaling approximately $385 million will form a single class of Term B-4 Loans, with proceeds used for general corporate purposes and to refinance existing debt. The amendment closed on May 29, 2026, with no Event of Default continuing and customary representations and warranties satisfied. This transaction is a material refinancing and extension of XPO's debt maturities, but no period-over-period comparisons or negative performance data are present in this filing.

• · Amendment No. 11 was executed on May 29, 2026, with the closing date on the same date.
• · Lenders had until 12:00 PM ET on May 20, 2026, to accept the Extension Offer.
• · Engagement Letter and Fee Letter for the transaction were dated May 26, 2026, between Borrower, Lead Arrangers, and Co-Managers.
• · Prepayment notices were delivered by Borrower on May 26, 2026, for the prepayment of existing loans in connection with the transaction.
• · Borrower and each Credit Party represented no Default or Event of Default was continuing immediately before or after incurrence of the 2026 Term Loans.
• · The incremental term loans commitment amounts are listed on Schedule 1 (not fully reproduced in filing text)
• · Each Extending Term B Lender waived its right to compensation under Section 2.11(b) of the Credit Agreement with respect to the prepayment, exchange or conversion of its Existing Term B Loans.
• · Since the Amendment No. 10 closing date (Feb 26, 2025), the Company has completed a 11th amendment to its credit agreement.

01-06-2026

FedEx Freight Holding Company, Inc. completed its spin-off from FedEx Corporation on June 1, 2026, and began trading on the NYSE under ticker FDXF. The spin-off was effected through a pro rata distribution of 80.1% of FedEx Freight shares to FedEx stockholders (one FDXF share for every two FDX shares), while FedEx retained 19.9% of shares to be disposed of within 24 months. The company positions itself as the largest pure-play LTL carrier in North America with over 26,000 service center doors, nearly 30,000 vehicles, and 40,000 team members, and expects to join the S&P 500 and Dow Jones Transportation Average. No financial performance data or period-over-period comparisons were provided in this filing.

• · FedEx Freight will join the S&P 500 and Dow Jones Transportation Average.
• · FedEx retained 19.9% of FedEx Freight shares, to be disposed of within 24 months via exchanges for debt repayment or distributions to stockholders.
• · FedEx Freight operates across all 50 U.S. states, Canada, Mexico, Puerto Rico, and the U.S. Virgin Islands.
• · The spin-off distribution ratio was one FDXF share for every two FDX shares held as of May 15, 2026.
• · Financial advisors: Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC; legal counsel: Skadden, Arps, Slate, Meagher & Flom LLP.

01-06-2026

MoonLake Immunotherapeutics entered into a Master Commercial Supply Agreement and a Capacity Agreement with Vetter Pharma International GmbH on May 22, 2026, for manufacturing of pre-filled application systems. The agreements include binding capacity commitments with minimum and maximum quantities, and potential compensation obligations if MoonLake fails to meet commitments. No financial terms were disclosed.

• · The Vetter MCSA is a master agreement under which product-specific schedules will detail manufacturing services and pricing.
• · Either party may terminate the Vetter MCSA without cause upon 12 months' written notice.
• · Vetter may terminate if MoonLake undergoes a Change of Control to an acquirer not meeting specified criteria; MoonLake may terminate if Vetter is taken over by a competitor in dermatology/inflammatory diseases before end of 2029.
• · The Capacity Agreement requires MoonLake to provide aggregate demand forecasts, with annual demands for the initial term constituting a binding commitment (MoonLake Commitment).
• · MoonLake may be obligated to pay capacity compensation if it fails to order the Minimum Quantity or fails to provide purchase orders.

01-06-2026

Science Applications International Corp (SAIC) announced the departure of Srinivas Attili, Executive Vice President, Civilian Business Group, effective May 29, 2026, with his final departure on or about June 12, 2026. The departure is in connection with an internal reorganization. Mr. Attili will receive severance compensation under the company's Executive Severance, Change in Control and Retirement Policy, subject to a release of claims and a two-year non-compete agreement. No financial figures or period-over-period comparisons are provided in this filing.

• · Mr. Attili stepped down from his role on May 29, 2026, and will depart the company on or about June 12, 2026.
• · Severance compensation is pursuant to Section 5 of the company's Executive Severance, Change in Control and Retirement Policy.
• · The severance requires execution and non-revocation of a release of claims and a two-year post-employment non-compete obligation.

01-06-2026

FedEx Corp. completed the spin-off of FedEx Freight, creating two independent public companies. FedEx Freight begins trading on NYSE under ticker FDXF. FedEx distributed 80.1% of FedEx Freight shares to stockholders on a pro rata basis (1 share per 2 FDX shares) and retained 19.9%, which it plans to dispose of within 24 months. The spin-off is intended to position both companies for long-term value creation, but forward-looking statements highlight risks including potential disruption and unanticipated costs.

• · Spin-off effective date: June 1, 2026.
• · Record date for distribution: May 15, 2026.
• · FedEx will dispose of retained 19.9% stake within 24 months via exchanges for debt repayment or distributions to stockholders.
• · FedEx aims for carbon-neutral operations by 2040.
• · Forward-looking statements caution about risks including disruption, litigation, and unanticipated costs.

01-06-2026

On May 31, 2026, Tawn Kelley resigned as Chair and a member of the Board of Directors of Champion Homes, Inc., effective immediately, with no disagreement with the company or its management. The Board appointed Michael Berman as Chair and Gary Robinette as Chair of the Nominating and Governance Committee, and reduced the Board size from seven to six directors.

• · Tawn Kelley's resignation was not due to any disagreement with the company or its management.
• · The Board decreased its size from seven to six directors.

01-06-2026

Regal Rexnord announced the appointment of Mark Klossner as EVP & President of Industrial Powertrain Solutions (IPS), effective immediately, succeeding Jerry Morton who will retire on December 31, 2026. Klossner, who joined via the Altra acquisition in 2023, previously led the Couplings and Gearing Divisions with an approximately $1.4B portfolio. The leadership transition reflects internal succession planning, with Morton staying on as EVP until retirement to ensure a smooth handover.

• · Jerry Morton will retire after 11 years with Regal Rexnord and a 39-year career in power transmission, which joined the company via the Emerson acquisition in 2015.
• · Morton served as EVP & President of IPS since 2023 and will remain as EVP until December 31, 2026.
• · Klossner holds an MBA from Kellogg School of Management, a Master of Engineering Management from Northwestern, and a B.S. in Materials Science and Engineering from Cornell.
• · Regal Rexnord operates three segments: Automation & Motion Control, Industrial Powertrain Solutions, and Power Efficiency Solutions.
• · End markets include discrete automation, food & beverage, aerospace & defense, medical, data center, energy, residential and commercial buildings, general industrial, and metals and mining.

01-06-2026

Trilogy Metals Inc. announced an extension of the closing deadline for the previously announced US$35.6M strategic equity investment from the U.S. Department of War (DOW) to July 31, 2026. Key milestones have been completed, including the FOCI risk assessment and the DPA reauthorization, while definitive documentation is progressing. Concurrently, the Arctic Project achieved FAST-41 designation, ensuring a transparent federal permitting timetable, though the investment closing remains delayed, highlighting mixed progress.

• · FOCI risk assessment of Trilogy Metals has been completed by the U.S. Government, allowing finalization of definitive agreements.
• · U.S. Congress reauthorized the Defense Production Act, providing continued statutory foundation for the investment program.
• · The Arctic Project was officially accepted as a 'Covered Project' under FAST-41 on May 15, 2026, triggering statutory permitting timelines.
• · Ambler Metals is a 50/50 joint venture between Trilogy and South32, formed in December 2019.
• · The Arctic Project hosts one of the highest-grade undeveloped copper-zinc-lead-gold-silver deposits in North America.

01-06-2026

Mobilewalla, a provider of data-centric vertical agentic AI solutions, will go public via a business combination with SPACSphere Acquisition Corp. (SSAC) at a $250 million pre-money valuation. The company generates $13.9 million in ARR as of April 30, 2026, with 94% gross retention and 96% monthly recurring revenue mix. However, the transaction is subject to shareholder approval and customary closing conditions, with no guarantee of completion.

• · Mobilewalla founded in 2012 by Dr. Anindya Datta.
• · Data platform built on over 11 years of longitudinal signals.
• · Telescope product in pilot at a F50 telecom company.
• · Transformative M&A pipeline with over $40 million of net new ARR in potential targets.
• · Founder-led with majority ownership; existing stakeholders rolling 100% of equity.
• · Transaction expected to close in second half of 2026.
• · Combined company to be named Mobilewalla, Inc. and listed on a US national exchange.
• · SSAC's trust value per share as of March 13, 2026 used for cash calculation.

01-06-2026

Berkshire Hathaway has agreed to acquire Taylor Morrison Home Corporation for $72.50 per share in an all-cash transaction valued at approximately $6.8 billion in equity and $8.5 billion total enterprise value. The deal represents a 24% premium to Taylor Morrison's closing price of $58.50 on May 29, 2026, and is expected to close in the second half of 2026, subject to shareholder and regulatory approvals. Taylor Morrison will continue to be led by its existing management team, including CEO Sheryl Palmer, and will become a private company upon completion.

• · Taylor Morrison serves entry-level, move-up, and resort lifestyle homebuyers under Taylor Morrison and Esplanade brands, and develops rental communities under Yardly brand.
• · Taylor Morrison also provides financial services including mortgage, title and escrow, and homeowners' insurance.
• · Upon completion, Taylor Morrison will become a private company and its common stock will no longer be listed on the NYSE.
• · Goldman Sachs & Co. LLC and Moelis & Company LLC are serving as financial advisors, Simpson Thacher & Bartlett LLP as legal advisor, and Mayer Brown LLP as financial services regulatory counsel to Taylor Morrison.
• · Taylor Morrison has been recognized as America's Most Trusted Builder by Lifestory Research since 2016, and was honored as one of Fortune's World's Most Admired Companies in 2026.

01-06-2026

IN8bio, Inc. entered into a Capital on Demand Sales Agreement with JonesTrading Institutional Services LLC to issue and sell shares of its common stock from time to time in at-the-market offerings. The agreement allows for aggregate gross sales proceeds up to the lesser of the amount registered on Form S-3 (333-291393), authorized but unissued shares, or the amount permitted under Form S-3. The company will pay the Agent a commission or discount as set forth in Schedule 2 of the agreement.

• · The agreement is filed under Form 8-K items 1.01, 1.02, and 9.01.
• · The Registration Statement on Form S-3 is numbered 333-291393.
• · Sales will be conducted as 'at the market offerings' under Rule 415(a)(4) of the Securities Act.
• · Settlement for sales will occur on the first Trading Day following the sale date.
• · The Company may suspend sales at any time by notice to the Agent, and vice versa.
• · The Agent has no obligation to purchase shares on a principal basis unless otherwise agreed.

01-06-2026

Wheels Up Experience Inc. entered into a $100 million unsecured term loan credit agreement on May 29, 2026, with U.S. Bank Trust Company, N.A. as administrative agent and multiple lenders. The proceeds will be used for working capital, capital expenditures, and general corporate purposes. The loan carries an interest rate of 12% per annum and is guaranteed by the company's subsidiaries.

• · The credit agreement includes negative covenants restricting restricted payments, indebtedness, asset dispositions, affiliate transactions, liens, business activities, mergers, and use of proceeds.
• · Events of default include non-payment, breach of representations, covenant violations, cross-defaults, bankruptcy, and material adverse changes.
• · The loan is unsecured and guaranteed by the borrower's subsidiaries.
• · The agreement was filed as an 8-K on June 1, 2026, with an effective date of May 29, 2026.

01-06-2026

IREN Ltd, through its subsidiary IE US Hardware 3 LLC, entered into financing agreements totaling approximately $3.6 billion to partially fund the acquisition of GPU infrastructure supporting its contract with Microsoft. The financing consists of a $1.5 billion delayed draw term loan facility and $2.1 billion in senior notes at 5.96% interest, secured by the subsidiary's assets including the GPUs and cash flows from the Microsoft contract.

• · The financing has a delayed draw availability period until May 29, 2027, with maturity on December 31, 2031.
• · The DDTL bears interest at term SOFR plus 2.25% per annum with a commitment fee of 0.40% per annum on undrawn commitments.
• · Hardware 3 must maintain a debt service coverage ratio of at least 1.05:1.00, tested quarterly.
• · Mandatory prepayment triggers include DSCR below 1.10:1.00 for six consecutive months and loan-to-cost ratio exceeding 65%.
• · Hedge agreements for interest rate and power costs have been entered with JPMorgan and Goldman Sachs affiliates.

01-06-2026

Eloxx Pharmaceuticals, Inc. filed a Certificate of Amendment to effect a 1-for-11 reverse stock split of its Common Stock, effective as of 5:00 p.m. Eastern time on the filing date (June 1, 2026). The amendment, approved by stockholders and the Board, reduces the authorized Common Stock from an unspecified prior amount to 100,000,000 shares (par value $0.01) and authorized Preferred Stock remains at 5,000,000 shares. No fractional shares will be issued; holders otherwise entitled to a fractional share will receive a cash payment based on fair market value.

• · The reverse stock split was approved by written consent of stockholders.
• · The amendment was adopted under Section 242 of the Delaware General Corporation Law.
• · The par value of Common Stock remains $0.01 per share after the reverse split.
• · The Board of Directors retains authority to issue Preferred Stock in series with varying rights, including redemption, dividends, and conversion.

01-06-2026

HCI Group, Inc. secured comprehensive reinsurance programs for its four insurance subsidiaries for the 2026-2027 treaty year (June 1, 2026 to May 31, 2027) through three fully placed reinsurance towers providing total coverage of up to $1.06 billion, $830.3 million, and $431.5 million per single event, respectively. The company expects net consolidated reinsurance premiums ceded to third parties of approximately $381.2 million, while its captive reinsurers Claddaugh and Fortex Re retain an estimated maximum combined loss of $139.8 million for the first event and $52.3 million for the second event. All private reinsurers are rated 'A-' (Excellent) or better, and the programs include coverage from the Florida Hurricane Catastrophe Fund.

• · All three reinsurance towers are fully placed and satisfy HCI's reinsurance needs for the 2026-2027 treaty year.
• · Reinsurance Tower 1 covers Homeowners Choice policies in central and southern Florida; Tower 2 covers all TypTap policies and Homeowners Choice policies outside Florida; Tower 3 covers Tailrow, CORE, and Homeowners Choice policies in northern Florida.
• · Claddaugh and Fortex Re participations remain subject to approval by the Florida Office of Insurance Regulation.
• · HCI may explore additional risk transfer instruments in the future to further enhance reinsurance protection for the 2026-2027 treaty year.
• · Reinsurance premiums are estimates based on exposure projections and subject to true-up at September 30, 2026.
• · All private reinsurers are AM Best rated 'A-' (Excellent) or better, or have fully collateralized their obligations.
• · The Florida Hurricane Catastrophe Fund agreement covers only storms designated as hurricanes by the National Hurricane Center.

01-06-2026

Athene Holding Ltd. announced the appointment of Matthew Michelini as President, effective July 1, 2026, to drive strategic growth initiatives including reinventing guaranteed lifetime income solutions. Michelini, who has been with Apollo for nearly 20 years and most recently served as Head of Asia-Pacific, will focus on alignment across Athene and expansion into new markets. The company reported total assets of $448 billion as of March 31, 2026, but the filing does not include any financial performance metrics or period-over-period comparisons.

• · Michelini joined Apollo in 2006 and has been with the firm for nearly 20 years.
• · He previously served on the Boards of Athene Holding Ltd. and several other companies.
• · Before Apollo, Michelini was a member of the Mergers & Acquisitions group at Lazard Frères & Co.
• · Athene has operations in the United States, Bermuda, Canada, and Japan.

01-06-2026

Inotiv, Inc. entered into a Second Supplemental Indenture on May 28, 2026, extending the grace period for a missed interest payment on its 3.25% Convertible Senior Notes due 2027 from 44 to 51 days, now expiring June 5, 2026. The company failed to make a $2.139 million interest payment due April 15, 2026, and has now extended the grace period twice, indicating ongoing liquidity stress.

• · The original grace period was 30 days (through May 15, 2026), extended to 44 days (through May 29, 2026) via a First Supplemental Indenture dated May 15, 2026.
• · The Second Supplemental Indenture extends the grace period to 51 days total, through June 5, 2026.
• · Consents were obtained from holders of a majority in aggregate principal amount of the outstanding Convertible Notes.
• · The filing does not disclose whether the interest payment has been made or if the company has sufficient liquidity to make it by the new deadline.

01-06-2026

Hanover Bancorp, Inc. held its annual shareholder meeting on May 28, 2026, where shareholders elected three directors for three-year terms (Michael Katz, John R. Sorrenti, and Philip Okun) and approved the 2026 Equity Incentive Plan. The appointment of Crowe LLP as the independent auditor for fiscal year 2026 was also ratified. All proposals passed with strong shareholder support, though there were 903,723 broker non-votes on the director election and equity plan proposals.

• · The 2026 Equity Incentive Plan was approved with 4,755,228 FOR votes, 27,522 AGAINST, and 43,684 ABSTAIN.
• · Ratification of Crowe LLP as independent auditor received 5,725,927 FOR, 2,908 AGAINST, and 1,322 ABSTAIN, with no broker non-votes.
• · There were 903,723 broker non-votes on both the director election and the equity plan proposal.

01-06-2026

Northern Oil and Gas, Inc. (NOG) completed the Parallax Acquisition on June 1, 2026, acquiring certain oil and gas properties and related assets from Parallax Energy Operating Inc. for total consideration of CA$237.0 million in cash (including a CA$37.5 million deposit) and 3,689,413 shares of NOG common stock. The cash portion was funded with cash on hand, operating free cash flow, and borrowings under its revolving credit facility. Concurrently, NOG entered into a Registration Rights Agreement with the seller to facilitate the resale of the stock consideration.

• · The cash portion of the consideration remains subject to final post-closing settlement between Purchaser and Seller.
• · The Stock Consideration was issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933.
• · The Registration Rights Agreement requires NOG to file a shelf registration statement (or prospectus supplement) on Form S-3ASR covering the resale of the Stock Consideration no later than the later of the first business day after closing or three business days after receiving a completed questionnaire from Seller.
• · The material terms of the PSA were previously disclosed in an 8-K filed on May 26, 2026.

01-06-2026

Microchip Technology appointed Mitch Little, former Senior Vice President of Worldwide Client Engagement, to its Board of Directors effective June 1, 2026. Mr. Little is considered an independent director under Nasdaq rules and will receive the standard non-employee director compensation. He was not appointed to any board committee.

• · Mr. Little retired from Microchip effective May 31, 2022.
• · He founded CUSP Advisory Group and authored two books on client value and leadership.
• · There are no arrangements or transactions requiring disclosure under Item 404(a) of Regulation S-K.
• · Director compensation details are referenced in Microchip's definitive proxy statement filed July 7, 2025.

01-06-2026

ProPetro Holding Corp. announced the resignation of director Alex V. Volkov from its Board, effective May 28, 2026, following the sale by Pioneer Natural Resources Pumping Services LLC (an Exxon Mobil subsidiary) of all its remaining outstanding shares of the company on May 20, 2026. The Board size was reduced from eight to seven directors, and Pioneer no longer retains the right to designate board nominees. The resignation was not due to any disagreement with management or the Board.

• · Pioneer sold all its remaining outstanding shares of ProPetro on May 20, 2026.
• · The resignation was not due to any disagreement with management or the Board.
• · Pioneer no longer has the right to designate nominees for election to the Board.

01-06-2026

ContextLogic Holdings Inc. (OTCQB: LOGC) announced the appointment of Scott Stewart as Chief Financial Officer and Chief Operating Officer, effective June 1, 2026. Mr. Stewart brings extensive experience in acquisitions, integration, and financial infrastructure from his roles at Cantaloupe, Inc. and Intercontinental Exchange. The filing contains no financial results or period-over-period comparisons, so no quantitative performance metrics are available.

• · Mr. Stewart previously served as CFO of Cantaloupe, Inc. (Nasdaq: CTLP), a technology and payments company.
• · He spent 13 years at Intercontinental Exchange, Inc., a Fortune 500 company that owns equity and commodity exchanges including the NYSE.
• · During his tenure at ICE, he supported more than 30 acquisitions and integrations, including the landmark acquisition of the NYSE.
• · Earlier in his career, Mr. Stewart spent four years at Ernst & Young in their audit practice.
• · He holds a Bachelor of Science in Accounting and a Master of Professional Accountancy from Clemson University.
• · The filing includes forward-looking statements regarding the Company's plans to acquire businesses, integrate them, and build financial infrastructure.

01-06-2026

CVB Financial Corp. (CVBF) entered into a Third Amended and Restated Employment Agreement with CEO David A. Brager on June 1, 2026, extending his term through June 30, 2029. The agreement maintains his base salary at $966,000 and provides a target bonus of 120% of base salary, with a maximum of 180%, along with annual equity grants expected at 180% of base salary. The early renewal, originally set to expire in 2027, reflects the Board's confidence in Mr. Brager's leadership, but the extended term and enhanced severance provisions (including 2.5x pay upon change-in-control) increase the company's long-term compensation commitments.

• · Mr. Brager has been employed by the company since 2003 and served as Executive Vice President and Sales Division Manager from 2010 to 2020.
• · The agreement includes a monthly automobile allowance of $2,000 and reimbursement for one country club and one social club membership.
• · Upon death or permanent disability, all unvested options, Time RSUs, and Performance RSUs vest in full (Performance RSUs at target).
• · Severance benefits are conditioned upon execution of a release of claims in favor of the company.
• · The agreement provides for successive one-year renewal terms after June 30, 2029, unless terminated by either party.

01-06-2026

REPAY completed the acquisition of KUBRA for $372 million in cash, expanding its position as a leading consumer bill payment provider. The company raised its FY2026 revenue outlook to $490-$500 million (from $340-$346 million) and Adjusted EBITDA to $168.5-$176 million (from $141-$146 million), but Free Cash Flow Conversion guidance dropped to 30% from 45%. REPAY expects $15+ million in annual run-rate cost synergies and plans an Investor Day in December 2026.

• · Combined net leverage at closing is approximately 4.0x, expected to reduce to below 3.0x within 18 months.
• · REPAY expects approximately $8 million of identified run-rate expense synergies during 2026.
• · Expected revenue opportunities of approximately $5+ million by 2028 from cross-selling.
• · KUBRA was founded in 1992 and is headquartered in Mississauga, Ontario.
• · KUBRA serves over 250 clients in utility, government, and insurance sectors.

01-06-2026

V2X LLC, a subsidiary of V2X, Inc., entered into Amendment No. 6 to its First Lien Credit Agreement on May 29, 2026, refinancing all outstanding 2024 Term B-2 Loans into new 2026 Term Loans with an initial aggregate principal amount of $868,522,978.38. The refinancing was executed with Royal Bank of Canada as administrative agent and includes participation from an additional lender and consenting existing lenders. The amendment became effective upon satisfaction of customary conditions, including repayment of prior loans and delivery of legal opinions and solvency certificates.

• · The amendment is the sixth amendment to the original First Lien Credit Agreement dated December 6, 2021.
• · Prior amendments were dated July 5, 2022, May 31, 2023, October 3, 2023, May 30, 2024, and January 2, 2025.
• · The 2026 Term Loans are guaranteed by the Guarantors and secured by Liens under the Collateral Documents.
• · Conditions for effectiveness included receipt of a solvency certificate from the borrower's CFO and a legal opinion from Reed Smith LLP.
• · The borrower paid all fees and reasonable out-of-pocket expenses to the administrative agent and arrangers.

01-06-2026

Gulfport Energy Corp announced the appointment of Domenic J. Dell'Osso, Jr. as a Board member effective May 28, 2026, following his appointment as President and CEO on May 4, 2026. The company also granted restricted stock units worth $222,500 to SVP Michael Sluiter, and stockholders ratified all proposals at the 2026 Annual Meeting, including the election of six directors and approval of say-on-pay. No negative or flat metrics were reported in this filing.

• · Dell'Osso will receive no additional compensation for his Board role.
• · Dell'Osso served as CEO of Expand Energy from 2021 to February 2026, where the company became the largest U.S. natural gas producer.
• · Dell'Osso holds an MBA in Finance from UT Austin and a BA in Economics from Boston College.
• · Stockholders ratified Grant Thornton LLP as independent auditors for FY2026 with 15,096,966 votes for, 245,452 against, and 38,986 abstentions.
• · Say-on-pay proposal passed with 14,813,750 votes for, 289,761 against, and 47,047 abstentions.
• · All six director nominees were elected with votes ranging from 14,761,123 to 14,955,006 in favor.
• · Broker non-votes totaled 230,828 for each director election and the say-on-pay proposal.

01-06-2026

Penguin Solutions, Inc. announced that CFO Nate Olmstead will step down on July 8, 2026, to pursue an opportunity in another industry, and will be succeeded by Aaron Johnson as Interim CFO effective July 9, 2026. The company reaffirmed its full-year fiscal 2026 outlook, expecting both net sales and diluted EPS at the high end of previously issued ranges, driven by strong agentic AI-driven demand. The company has initiated a search for a permanent CFO with the support of a leading executive search firm.

• · Olmstead's departure is not due to any disagreement with the company on operating performance, financial reporting, accounting, internal controls, operations, policies, or practices.
• · The company expects to report Q3 fiscal 2026 results on July 7, 2026.
• · Penguin Solutions is headquartered in Silicon Valley, California and operates globally through R&D, manufacturing, and sales locations.

01-06-2026

Lantronix, Inc. announced the pricing of an underwritten offering of 4,166,667 shares of common stock at $7.20 per share, with gross proceeds of approximately $30 million. The offering is expected to close on or about June 1, 2026, and includes a 30-day underwriter option for up to an additional 625,000 shares. Needham & Company and Canaccord Genuity are acting as joint bookrunners.

• · Offer price per share is $7.20.
• · The offering is made under a shelf registration statement on Form S-3 (File No. 333-284749) declared effective on February 19, 2025.
• · The underwriters have a 30-day option to purchase up to 625,000 additional shares.
• · The offering is expected to close on or about June 1, 2026.

01-06-2026

Barings BDC, Inc. (BBDC) entered into a Termination and Cancellation Agreement with Barings LLC on May 29, 2026, terminating the existing credit support agreement (CSA) originally established in connection with BBDC's acquisition of Sierra Income Corporation. Under the agreement, Barings LLC will make a cash payment of $67,027,611 to BBDC by June 30, 2026, settling obligations on certain investments, while a new CSA for $10,994,928 will be entered into for remaining investments. The settlement covers investments that have been realized, have a fair value of $500,000 or less, or are in an unrealized loss position as of the agreement date.

• · The original CSA was dated February 25, 2022, and provided up to $100 million in credit support for losses on investments acquired from Sierra in connection with the Merger Transaction.
• · The Cash Payment of $67,027,611 is due on or before June 30, 2026.
• · The Settled Obligation covers investments that have been realized, have a fair value of $500,000 or less, or are in an unrealized loss position as of the agreement date.
• · For investments with fair value of $500,000 or less, the settlement amount was calculated as if those investments had zero value.
• · The Cash Payment will be treated as gain attributable to termination of a right with respect to a capital asset for tax purposes under Section 1234A of the Internal Revenue Code.
• · The agreement is governed by New York law.

01-06-2026

Disciplined Growth Acquisition Corporation announced the pricing of its $150 million initial public offering of 15,000,000 units at $10.00 per unit. The units consist of one Class A ordinary share and one right to receive one-fourth of a Class A ordinary share upon a future business combination. The offering is expected to close on May 28, 2026, with units trading on the NYSE under the symbol DGACU starting May 27, 2026.

• · The underwriter has a 45-day option to purchase up to an additional 2,250,000 units at the IPO price to cover over-allotments.
• · The registration statement was declared effective by the SEC on May 26, 2026.
• · The Company intends to focus its search for a business combination target in financial technology, aerospace and defense technology, clean technology, and other sectors with disruptive market opportunities.
• · The Company's management team is led by Robert Wotczak (CEO and Chairman) and Emma Dell'Acqua (CFO).

01-06-2026

On May 28, 2026, CitroTech Inc. entered into Exchange Agreements with holders of its Series A Preferred Stock, reacquiring all 1,666,667 outstanding shares of Series A Preferred Stock. In exchange, the company issued 103,558 shares of Series C Convertible Preferred Stock to BoltRock Holdings, LLC at closing and agreed to issue 467,012 shares of Series C Preferred Stock to TC Special Investments LLC after 18 months (or earlier upon a change of control, including the appointment of Theodore S. Ralston to the board). The transaction eliminates the Series A Preferred Stock entirely, but the deferred issuance to TCSI introduces future dilution risk.

• · The Exchange Agreements provide board designation or observer rights to holders while they maintain a 10% stake.
• · BoltRock Holdings receives certain limited consent rights for a period after closing.
• · The Series C Preferred Stock issued carries registration rights.
• · The company relied on Section 4(a)(2) of the Securities Act for exemption from registration.
• · Theodore S. Ralston's appointment to the board would trigger an earlier issuance of the TCSI shares under a change of control provision.

01-06-2026

Dmitri Stockton notified Deere & Company's Board on May 26, 2026, that he will not stand for re-election as a director at the 2027 annual meeting. He will serve the remainder of his current term, which expires at the 2027 meeting, and his decision is not due to any disagreement with the company. The Board thanked him for nearly 12 years of service.

• · Mr. Stockton's decision is not the result of any disagreement with the company, its operations, policies, or practices.
• · The Board looks forward to his continued service through the 2027 annual meeting.

01-06-2026

Valmont Industries entered into a separation and release agreement with former CFO Thomas Liguori on May 26, 2026, formalizing his retirement. Liguori will provide consulting services until December 26, 2026, receiving base salary, benefits, and accelerated vesting of equity awards, but no new incentive grants. The agreement includes confidentiality and restrictive covenants.

• · Liguori's retirement effective April 8, 2026, with consulting through December 26, 2026.
• · Accelerated vesting of restricted stock units and stock options on December 26, 2026.
• · Cash payment includes severance (20 weeks base salary plus 2 weeks for service), 2026 short-term incentive, and performance stock unit awards under 2024-2026, 2025-2027, and 2026-2028 plans.
• · Incentive payouts no later than March 15, 2027.
• · Liguori not eligible for new incentive grants.

01-06-2026

Verra Mobility announced a CEO transition, with David Roberts stepping down immediately and Jon Keyser appointed interim President and CEO. The Board cited a need for leadership change to realign cost structure and position for future growth, while a search for a permanent CEO is underway. The company faces a dynamic market and is taking decisive actions to reduce costs and strengthen customer relationships.

• · Jon Keyser has served as Chief Transformation Officer since 2025, driving cost optimization and streamlining business processes.
• · David Roberts had led the company for 12 years, including taking it public.
• · The Board has retained a leading global executive search firm to identify the next CEO, considering both internal and external candidates.
• · Jon Keyser previously served as Vice President and General Counsel of Honeywell Performance Materials and Technologies and as Assistant General Counsel at Harley-Davidson.
• · Jon Keyser is a former intelligence officer in the United States Air Force with combat deployments in Iraq and Afghanistan.

01-06-2026

TDS subsidiary Array Digital Infrastructure (formerly U.S. Cellular) completed the sale of select spectrum assets to Verizon for $1.0 billion in cash on June 1, 2026. Concurrently, Array's Board declared a special cash dividend of $11.00 per share, with TDS holding a combined 70,788,703 shares of Array common and Series A common stock, resulting in a significant cash inflow to TDS.

• · The sale was completed under a License Purchase Agreement dated October 17, 2024.
• · The special dividend record date is June 11, 2026, and the payment date is June 25, 2026.
• · TDS held 33,005,877 shares of Series A Common Stock and 37,782,826 shares of Common Stock of Array as of June 1, 2026.

01-06-2026

Braemar Hotels & Resorts Inc. closed on the sale of the Park Hyatt Beaver Creek Resort & Spa for $176 million, generating a 4.6% capitalization rate on trailing 12-month net operating income (NOI) of $8.0 million. The Company repaid a $70.5 million mortgage loan and its $104.5 million in net proceeds were used in part to fully repay the 4.50% Convertible Senior Notes due June 1, 2026. However, the property's trailing twelve-month net income was a loss of ($3.0) million, and the sale eliminates a near-term debt maturity while strengthening the balance sheet for an ongoing strategic alternatives process.

• · The property sale, combined with other sales in the applicable 12-month and 36-month lookback periods, does not trigger a Change of Control under the advisory agreement with Ashford Inc.
• · The property had trailing 12-month Hotel EBITDA of $9.8 million and capital reserve of $1.8 million.
• · The capitalization rate calculation used net operating income after a 4% of gross revenue capital expense reserve.

01-06-2026

Array Digital Infrastructure completed the sale of select spectrum assets to Verizon for $1.0 billion and additional sales to T-Mobile totaling $168M. The Board declared a special dividend of $11.00 per share, payable June 25, 2026. However, the company does not anticipate any additional dividends in 2026, and the special committee has not yet decided on TDS's acquisition proposal.

• · Array is approximately 82% owned by TDS.
• · The special dividend is payable on June 25, 2026 to shareholders of record on June 11, 2026.
• · The special dividend is expected to be largely designated as an ordinary and qualified dividend for 1099-DIV purposes.
• · The special committee has not made any decision regarding TDS's non-binding proposal to acquire outstanding shares not owned by TDS.

01-06-2026

TechnipFMC appointed Eric D. Mullins, Chairman and CEO of Lime Rock Resources, to its Board of Directors effective June 1, 2026. Mullins brings extensive energy sector experience, public company board expertise, and financial acumen from his 15-year tenure at Goldman Sachs. The filing does not disclose any financial metrics or performance data.

• · Eric D. Mullins co-founded Lime Rock Resources in 2005 and has jointly led the firm since inception.
• · Prior to Lime Rock, Mullins spent 15 years at Goldman Sachs in the Natural Resources Group, including as managing director.
• · Mullins currently serves on the board of Valero Energy Corporation and on the boards of trustees of Baylor College of Medicine and the Greater Houston Partnership.
• · He previously served on the boards of Anadarko Petroleum, PG&E Corporation, ConocoPhillips, and LRR Energy.
• · Mullins holds a bachelor's degree from Stanford University and an MBA from the Wharton School.
• · TechnipFMC is organized into two business segments: Subsea and Surface Technologies.
• · The company uses its website as a channel for distributing material company information.

01-06-2026

LP Building Solutions (LPX) announced the retirement of Executive Vice President and CFO Alan Haughie, effective September 1, 2026, with Aaron Howald appointed as his successor. Haughie will remain in an advisory capacity through February 2027 to ensure a smooth transition. The change is part of a planned succession and does not reflect any negative financial or operational performance.

• · Alan Haughie joined LP in 2019 as Executive Vice President and CFO.
• · Aaron Howald has been with LP for 15 years, most recently as Vice President, Investor Relations and Business Development.
• · Howald holds an MBA from Indiana University Kelley School of Business and a BA in Finance and Economics from Franklin College.
• · LP operates more than 20 manufacturing facilities across North and South America.
• · The company was founded in 1972 and is headquartered in Nashville, Tennessee.

01-06-2026

Bright Horizons Family Solutions LLC entered into a Fifth Amendment to its Second Amended and Restated Credit Agreement on June 1, 2026, securing $375 million in new Term A Loans and increasing its revolving credit commitments to $1.0 billion. The proceeds from the Term A Loans, together with cash on hand, will be used to repay $375 million of existing revolving credit loans and pay related fees and expenses. The amendment also extends the maturity and adjusts terms of the credit facility, reflecting the company's proactive management of its capital structure.

• · The amendment was executed on June 1, 2026, and is effective upon satisfaction of conditions including delivery of legal opinions, good standing certificates, and no existing default.
• · The 2026 Term A Loans are provided by lenders listed on Schedule I, and the 2026 Revolving Commitment Increase is provided by lenders on Schedule II.
• · The 2026 Term A Loans cannot be reborrowed once repaid or prepaid.
• · The amendment includes reaffirmation of obligations by all Loan Parties under the Loan Documents.
• · The Borrower must provide know-your-customer documentation at least three business days prior to the effective date.

01-06-2026

Community Health Systems Inc. completed the sale of four Arkansas hospitals and associated outpatient centers to Freeman-Oak Hill Health System for $110 million in cash on June 1, 2026. The transaction resulted in a pro forma net loss on sale of $48 million after tax, and the company recorded a $55 million pre-tax loss. Pro forma adjustments show the divested facilities contributed approximately $111 million in net operating revenues for Q1 2026 and $415 million for FY 2025, representing about 3.7% and 3.3% of total revenues, respectively.

• · The divested facilities' operations do not meet the definition of discontinued operations under ASC 205.
• · Pro forma adjustments exclude certain general corporate overhead costs previously allocated to the Facilities that will continue post-closing.
• · The pro forma net loss on sale of $48 million is after a $7 million income tax benefit.
• · For FY 2025, pro forma net income attributable to CHS stockholders decreased from $509 million to $472 million, and diluted EPS decreased from $3.77 to $3.50.
• · For Q1 2026, pro forma net loss attributable to CHS stockholders remained unchanged at $58 million, and diluted EPS remained at $(0.43).
• · The company's total assets decreased by $115 million on a pro forma basis, from $13,180 million to $13,065 million as of March 31, 2026.
• · Stockholders' deficit increased by $48 million on a pro forma basis, from $1,225 million to $1,273 million.

01-06-2026

Sera Prognostics announced that board member Jeff Elliott will step down effective June 4, 2026, and will not stand for re-election. The company is in advanced discussions with qualified candidates to fill the vacancy. No financial impact was disclosed.

• · Jeff Elliott served on the board since March 2025.
• · The company expects to announce a new board appointment in the near term.
• · The PreTRM Test is the only broadly validated blood-based biomarker test for preterm birth risk prediction.

01-06-2026

Salesforce held its 2026 Annual Meeting on May 28, 2026, where all 13 director nominees were elected, and stockholders approved amendments to the 2013 Equity Incentive Plan (adding 34 million shares) and the 2004 Employee Stock Purchase Plan. The advisory vote on executive compensation passed with 79.5% support, while a shareholder proposal on cumulative voting was overwhelmingly rejected. Notably, several directors received significant against votes, including John V. Roos (6.6% against), Mason Morfit (5.8% against), and Robin Washington (5.9% against).

• · Directors with highest against votes: John V. Roos (40,064,925 against), Mason Morfit (35,106,845 against), Robin Washington (36,317,035 against).
• · Ratification of Ernst & Young as auditor passed with 663,734,521 for, 49,972,013 against.
• · Amendment to 2004 Employee Stock Purchase Plan passed with 609,941,606 for, 1,918,316 against.
• · Broker non-votes were 102,463,325 for all director elections and most proposals except auditor ratification.