US Material Events SEC 8-K Filings — June 02, 2026

02-06-2026

Hims & Hers Health, Inc. completed its acquisition of Eucalyptus, advancing its position as the world's largest consumer health platform. The acquisition extends the company's leadership across Australia, Canada, Germany, Japan, and the United Kingdom, building on prior acquisitions of ZAVA and Livewell. The company reaffirmed its long-term targets of $6.5 billion in revenue and $1.3 billion in Adjusted EBITDA by 2030, but faces integration risks and uncertainties related to international expansion and achieving these financial goals.

• · The acquisition closed pursuant to the terms of the definitive agreement.
• · Eucalyptus has served more than 850,000 customers to date (as of May 2026).
• · Hims & Hers now has a leading presence across the US, UK, Australian, and Canadian markets, with a growing presence in France, Germany, Ireland, Spain, and Japan.
• · The company can now reach hundreds of millions of people across four continents.
• · The press release includes cautionary language about forward-looking statements, highlighting risks related to integration, international expansion, regulatory compliance, customer adoption, and achieving long-term financial targets.

02-06-2026

Plains All American Pipeline, L.P. (PAA) announced on June 1, 2026, that Russ Montgomery will be promoted to Vice President, Accounting and Chief Accounting Officer effective September 1, 2026, succeeding Chris Herbold, who is retiring on August 31, 2026. Montgomery has served as Vice President, Controller since 2019 and has been with the company since 2002.

• · Russ Montgomery, age 50, has been with PAA since September 2002, previously serving as Vice President, Controller (2019–present), Controller (2010–2019), Director of Operational Accounting (2008–2010), Manager of Crude Oil Accounting (2005–2008), and SEC and Financial Reporting Senior Analyst (2002–2005).
• · Prior to joining PAA, Montgomery spent four years at Arthur Andersen LLP.
• · Chris Herbold is retiring effective August 31, 2026.

02-06-2026

Weatherford International plc (NASDAQ: WFRD) has entered into a definitive agreement to acquire NCS Multistage Holdings, Inc. (NASDAQ: NCSM) in a stock-and-cash transaction. Under the terms, NCS Multistage stockholders can elect to receive either 0.554 shares of Weatherford common stock or a combination of 0.239 shares plus a cash amount equivalent to 0.137 shares, with a blended consideration of 0.463 Weatherford shares per NCSM share and up to 19.99% payable in cash. The deal is expected to close in the second half of 2026, subject to regulatory approvals, and is expected to be immediately accretive to adjusted free cash flow per share with at least $15 million in annual cost synergies within 18 months of closing. The transaction has been approved by both boards and the controlling stockholder of NCS Multistage, which owns more than 50% of its outstanding common stock.

• · The transaction has been approved by the controlling stockholder of NCS Multistage that owns more than 50% of its outstanding common stock.
• · Weatherford expects to realize at least $15 million in annual run-rate cost synergies within 18 months of closing.
• · The deal is expected to be immediately accretive to adjusted Free Cash Flow per share.
• · NCS Multistage stockholders can elect either 0.554 shares of Weatherford common stock or a combination of 0.239 shares plus cash equivalent to 0.137 shares, subject to proration.
• · Up to 19.99% of the total equity consideration is payable in cash.
• · The transaction is expected to close in the second half of 2026, subject to customary closing conditions including regulatory approvals.
• · Until closing, Weatherford and NCS Multistage will continue to operate as separate, independent companies.

02-06-2026

Hallador Energy acquired approximately 460 MW of Siemens gas turbines and related equipment for $350 million ($760/kW), with an additional $100 million in transportation/refurbishment/logistics costs, to accelerate its Merom natural gas project in MISO Zone 6. The acquisition secures long-lead-time equipment at an attractive valuation, and the project is targeted to begin generating revenue between late 2028 and mid-2029. The company had no outstanding bank debt as of March 31, 2026, maintains a $120 million credit facility, and has a contracted sales book of over $2.1 billion, including a previously announced 12-year capacity agreement valued at over $1 billion. However, the project remains subject to multiple milestones (MISO ERAS study completion by September 2026, GIA receipt, financing, offtake agreements, permits) and Hallador retains the option to sell the equipment or project rather than develop it.

• · The turbines have never been previously fired and are being acquired at what the company believes to be an attractive valuation compared to new equipment alternatives given current delivery windows.
• · The $450 million delivered price represents more than half the estimated total project cost for the Merom simple cycle project.
• · Hallador had no outstanding bank debt as of March 31, 2026.
• · The MISO ERAS study is anticipated to be completed in September 2026, after which Hallador will make a final investment decision.
• · Hallador retains optionality to: advance the full project, sell the project with equipment, or sell the equipment on a standalone basis.
• · The acquisition secures critical long-lead-time equipment in a market with significant supply constraints and extended lead times for new turbine deployment.

02-06-2026

Plains GP Holdings, L.P. announced the promotion of Russ Montgomery to Vice President, Accounting and Chief Accounting Officer effective September 1, 2026, and the retirement of Chris Herbold as Senior Vice President, Finance and Chief Accounting Officer effective August 31, 2026.

• · Russ Montgomery, 50, previously served as Vice President, Controller of PAA since 2019.
• · Montgomery joined PAA in September 2002 and spent four years at Arthur Andersen LLP prior.
• · Chris Herbold's retirement is effective August 31, 2026, and Montgomery's promotion is effective September 1, 2026.

02-06-2026

On June 2, 2026, Genco Shipping & Trading Limited entered into the Third Amendment to its Shareholder Rights Agreement, eliminating the defined term 'Acting in Concert' based on shareholder feedback and board assessment. The amendment does not alter other provisions regarding concerted activity, including group formation under Rule 13d-5(b)(1), and the Rights Agreement remains substantially similar to those of other public companies, intended to protect shareholder long-term value and prevent coercive control without a premium.

• · The Third Amendment was entered into on June 2, 2026.
• · The amendment eliminates the defined term 'Acting in Concert' from the Rights Agreement.
• · Other provisions regarding concerted activity, including group formation under Rule 13d-5(b)(1), remain unchanged.
• · The Rights Agreement was originally dated October 1, 2025.
• · The amendment is intended to enable all shareholders to realize long-term value and provide the Board sufficient time to fulfill fiduciary duties.

02-06-2026

Honeywell appointed Jillian Evanko, CEO of Duravant, to its Board as an Independent Director and Audit Committee member, effective immediately. The appointment comes ahead of the planned spin-off of Honeywell's Aerospace business on June 29, 2026, after which several directors will move to the Aerospace board. Evanko brings over 25 years of industrial and manufacturing experience, including as former CEO of Chart Industries.

• · Evanko, 48, has more than 25 years of experience across industrial and manufacturing sectors.
• · She spent nearly a decade at Chart Industries, most recently as President and CEO and prior as CFO.
• · She holds an MBA from The University of Notre Dame and a BS in Business Administration from La Salle University.
• · Following the Aerospace spin-off on June 29, 2026, Craig Arnold, Bill Ayer, Scott Davis, and Deborah Flint will join the Honeywell Aerospace board.
• · Evanko currently serves as an independent director of Greif, Inc. and previously served on boards of Chart Industries, Parker Hannifin, and Alliant Energy.

02-06-2026

Tempest Therapeutics entered into a warrant exercise and inducement agreement on May 28, 2026, resulting in approximately $2.0 million in gross proceeds from the cash exercise of existing warrants at a reduced price of $1.73 per share. The company issued new warrants to purchase up to 2,344,828 shares at the same reduced price, along with placement agent warrants. The transaction provides immediate cash but significantly dilutes existing shareholders, and the new warrants are subject to stockholder approval before becoming exercisable.

• · Existing warrants were originally issued in November 2025 at an exercise price of $3.50 per share; reduced to $1.73 per share.
• · New warrant exercise price is $1.73 per share, expires May 29, 2028.
• · New warrant exercisable only after stockholder approval under Nasdaq rules.
• · Placement agent warrants have an exercise price of $2.1625 per share.
• · Company must file a resale registration statement within 30 days and use best efforts to have it effective within 45 days (75 days if SEC review).
• · Placement agent receives 7% cash fee and 7% warrant coverage on any future cash exercise of new warrants within 24 months of issuance.
• · Shares from existing warrants were registered under Form S-1 (File No. 333-292026); new warrants and placement agent warrants are unregistered.

02-06-2026

This 8-K filing reports a Seventh Addendum to the Sixth Amended and Restated Service Agreement between Comenity Bank and Comenity Servicing LLC, effective June 1, 2026. The addendum modifies certain services and performance standards related to issues management, including amended service descriptions and new performance metrics (e.g., closing 90% of issues within 250 days, completing 90% of Level 3 consumer containment/remediation within 210 days), while deleting previous containment standards. No financial amounts or quantitative financial data are disclosed in the filing.

• · The addendum amends Appendix A (Services) and Appendix B (Performance Standards) of the existing Sixth Amended and Restated Service Agreement dated January 1, 2025.
• · Previous performance standards for containing non-technical and technology/system-dependent issues impacting customers were deleted.
• · The agreement continues in full force and effect except as amended by this addendum.

02-06-2026

Bluejay Diagnostics (NASDAQ: BJDX) announced a strategic partnership with Argonaut Manufacturing Services to establish scalable U.S.-based manufacturing capabilities for its Symphony™ platform, aiming to reduce reliance on overseas manufacturing and mitigate risks from international sourcing and tariffs. The collaboration supports Bluejay's clinical development programs and future commercialization, but the Symphony System remains an investigational device without FDA clearance, and the company has no current revenue from the platform.

• · The partnership is intended to enhance supply chain resilience and reduce risks from international sourcing and import tariffs.
• · Bluejay's Symphony System is an investigational device limited by U.S. law to investigational use only.
• · The SYMON Clinical Study Program includes three studies: SYMON-I (NCT06181604), SYMON-II (NCT06654895), and SYMON-III (NCT07425587).
• · SYMON-II is the pivotal study to validate SYMON-I outcomes and support a 510(k) application to the FDA.
• · The IL-6 Test is designed to provide results in approximately 20 minutes from sample-to-result.
• · Argonaut was founded by former executives from Thermo Fisher Scientific, Affymetrix, and Allergan.

02-06-2026

Firefly Aerospace Inc. priced a follow-on public offering of 12,000,000 shares of common stock at $48.00 per share, with an additional 1,800,000 shares available to underwriters. The offering closed on June 1, 2026, and includes both primary shares from the company and secondary shares from selling stockholders.

• · The offering was priced on May 28, 2026 and closed on June 1, 2026.
• · Underwriters have a 30-day option to purchase up to an additional 1,800,000 shares.
• · The Underwriting Agreement includes customary representations, warranties, and indemnification provisions.

02-06-2026

Picard Medical, Inc. terminated Bernard Skaggs as CFO effective June 1, 2026, and appointed Georgina Smith, 54, as Chief Accounting Officer on the same date. Smith previously served as Controller of SynCardia Systems, LLC from January 2026 to May 2026 and held accounting leadership roles at Rain Bird Corporation and Tucson Electric Power. No related party transactions or compensatory arrangements were disclosed.

• · Georgina Smith is a Certified Public Accountant in Arizona and holds an MBA and BS in Accounting from the University of Arizona.
• · Smith served as Controller of SynCardia Systems, LLC (a subsidiary) from January 2026 to May 2026 before her appointment.
• · No arrangements or understandings exist between Smith and any other person regarding her selection as CAO.
• · No related party transactions requiring disclosure under Item 404(a) of Regulation S-K were reported.

02-06-2026

Oscar Health, Inc. announced the transition of Mario Schlosser from President of Technology and Chief Technology Officer to Co-Founder & Advisor to the CEO, effective June 1, 2026, under an amended employment agreement. His new role focuses on accelerating the company's AI and digital health initiatives, and he will continue serving on the Board of Directors. The agreement reduces his compensation: base salary is set at $370,000 with no future annual bonuses, no long-term incentive or equity awards, and no severance or healthcare subsidies upon termination.

• · The amended agreement is effective June 1, 2026, and continues until terminated per its terms.
• · Mr. Schlosser will no longer be eligible for annual bonuses starting calendar year 2026.
• · He will not receive any long-term incentive or equity awards during the term, but will continue vesting in previously granted equity awards.
• · No cash severance or company-subsidized healthcare coverage upon termination.

02-06-2026

ESAB Corporation completed its acquisition of Eddyfi Technologies, a global leader in advanced inspection and monitoring technologies, on June 2, 2026. The acquisition aims to extend ESAB's workflow solutions into inspection and monitoring, accelerate growth, and improve margins. ESAB will provide updated FY2026 guidance including one month of Eddyfi's results on its Q2 earnings call.

• · ESAB's Q2 2026 results will include only one month of Eddyfi's financial performance (June).
• · Eddyfi serves customers in more than 110 countries.
• · Eddyfi is headquartered in Québec, Canada.
• · ESAB serves customers in approximately 150 countries.

02-06-2026

Greenpro Capital Corp. (GRNQ) entered into a subscription agreement on May 29, 2026, for a private placement of 28,949 shares of common stock at $1.7272 per share, raising aggregate gross proceeds of $50,000. The shares were issued to the company's CEO, President and Director, Mr. Lee Chong Kuang, in a non-brokered, exempt transaction. While the immediate capital raised is modest ($50K), the filing reveals significant insider ownership: following the offering, Mr. Lee directly holds 10.38% of the outstanding common stock, and together with his spouse holds approximately 11.3%.

• · The offering was exempt from registration under Section 4(a)(2) of the Securities Act and Regulation D/Regulation S; the purchaser represented accredited investor status.
• · No underwriters were involved in the offering; proceeds will be used for operating capital.
• · The company's total outstanding shares after the offering is 18,062,072.
• · The filing date of the 8-K is June 2, 2026.

02-06-2026

StandardAero, Inc. announced a leadership transition, appointing 35-year industry veteran and current Lead Independent Director Paul McElhinney as CEO, effective October 1, 2026, succeeding retiring CEO Russell Ford. Ford will serve as Executive Chairman through December 31, 2026, and remain a director thereafter. The company also confirmed its full-year 2026 guidance, previously issued on May 7, 2026, indicating no change in financial outlook.

• · CEO transition date is October 1, 2026; Chairman transition date is January 1, 2027.
• · Russell Ford's employment and separation date is December 31, 2026 or earlier.
• · McElhinney's employment agreement includes a 5-year initial term with automatic 1-year renewals.
• · Upon a qualifying termination within 24 months after/6 months before a change in control, McElhinney receives 2.0 times base salary plus target bonus, versus 1.5 times for other qualifying terminations.
• · Ford's transition agreement includes continued vesting of restricted shares post-separation and full vesting of restricted stock units and options upon separation.
• · No financial performance metrics (e.g., revenue, profit) were disclosed in this filing; only guidance confirmation.

02-06-2026

Travere Therapeutics entered into a license and collaboration agreement with Everest Medicines to develop and commercialize civorebrutinib (EVER001), a covalent reversible BTK inhibitor, for all therapeutic uses outside of China and certain East/Southeast Asian countries. Travere will pay an upfront payment of $112.5 million and is eligible for up to approximately $1.03 billion in additional milestone payments, plus tiered royalties on net sales. The agreement expands Travere's pipeline into immune-mediated kidney diseases, but carries significant financial obligations and development risks.

• · The license is exclusive for the Territory (outside China and certain East/Southeast Asian countries) and includes a sublicense to third-party patents.
• · Travere cannot exercise rights outside renal disease until Everest pays a fee to third-party licensors.
• · Travere grants Everest a non-exclusive, royalty-free license to intellectual property generated under the agreement for use outside the Territory.
• · Development costs for global clinical trials will be shared between Travere and Everest.
• · Travere must use commercially reasonable efforts to develop, obtain regulatory approval for, and commercialize at least one product in the U.S. and additional major markets.
• · Royalties range from high single-digit to double-digit percentages based on annual net sales thresholds, subject to customary reductions.
• · The agreement is subject to HSR antitrust waiting period and other customary conditions.
• · Travere can terminate the agreement in its entirety or on a region-by-region basis, and can be reimbursed for the upfront payment if Everest fails to complete initial technology transfer.
• · Everest can terminate if Travere challenges licensed patents or ceases all material development for 12 consecutive months.
• · Upon early termination, Travere must grant Everest a worldwide exclusive license to its generated IP and transfer regulatory filings.

02-06-2026

Arxis, Inc. announced two acquisitions: a definitive agreement to acquire Omnetics Connector Corporation in an all-stock transaction expected to close in Q3 2026, and the completed all-cash acquisition of MagCanica Inc. on June 1, 2026. The combined purchase price is approximately $890 million, representing 12x FY27 estimated adjusted EBITDA. Both acquisitions will operate within Arxis' Electronic Components segment.

• · Omnetics acquisition is an all-stock transaction subject to lockup provisions; MagCanica acquisition was all-cash.
• · Omnetics is headquartered in Minneapolis, Minnesota, and was founded in 1984.
• · MagCanica was founded in 2000 and was previously owned by its founders and employees.
• · The Omnetics transaction is subject to customary regulatory approvals and closing conditions.
• · Arcline Investment Management has over $30 billion in assets under management.

02-06-2026

Phoenix Energy One, LLC entered into Amendment No. 9 to its Senior Secured Credit Agreement on June 1, 2026, which permits the Company to issue certain junior lien notes subject to conditions and limitations. The amendment involves Phoenix Operating LLC as borrower, Fortress Credit Corp. as administrative agent, and the guarantors and lenders party thereto.

• · Amendment No. 9 was entered into on June 1, 2026 (the Amendment No. 9 Effective Date).
• · The amendment permits the Company to issue certain junior lien notes, subject to conditions and limitations described in the Credit Agreement.
• · The original Credit Agreement was entered into on August 12, 2024.
• · The filing was signed by Curtis Allen, Chief Financial Officer, on June 2, 2026.
• · The Company is an emerging growth company (checked 'no') and trades on NYSE American LLC under symbol PHXE.P.

02-06-2026

NorthWestern Corporation (d/b/a NorthWestern Energy) entered into a secured term loan credit agreement dated May 27, 2026, with Bank of America, N.A. as administrative agent and several lenders, including BofA Securities, BMO Bank, KeyBank, and U.S. Bank as joint lead arrangers. The agreement establishes a term loan facility with an applicable margin of 0.85% per annum for Term SOFR loans and 0.0% for Base Rate loans, and includes financial covenants such as a consolidated debt to capitalization ratio. The filing does not disclose the principal amount of the term loan commitments, so no period-over-period comparisons are available.

• · The credit agreement includes a consolidated debt to capitalization ratio covenant (Section 7.1).
• · Conditions precedent to closing include delivery of a Bond Delivery Agreement and various certificates (Section 5.1).
• · The agreement contains standard representations and warranties, affirmative and negative covenants, and events of default (Sections 4, 6, 7, 8).
• · The agreement is governed by the laws of the State of New York (Section 10.11).
• · The filing does not specify the total commitment amount or the maturity date of the term loan facility.

02-06-2026

Gogo Inc. held its 2026 Annual Meeting on May 28, 2026, where stockholders approved the Amended and Restated 2024 Omnibus Equity Incentive Plan (A&R 2024 Plan) and ratified Deloitte & Touche LLP as the independent auditor for fiscal 2026. All three Class I director nominees (Oakleigh Thorne, Hugh W. Jones, Charles C. Townsend) were elected, and the non-binding advisory vote on 2025 executive compensation passed. However, the advisory vote on executive compensation received 8,328,531 votes against (8.1% of votes cast), indicating some shareholder dissent.

• · Stockholders approved the A&R 2024 Plan with 101,407,100 votes for, 1,149,179 against, and 41,603 abstentions.
• · Ratification of Deloitte & Touche LLP as auditor received 120,197,773 votes for, 372,519 against, and 15,739 abstentions.
• · All three Class I director nominees were elected with over 99 million votes for each; broker non-votes totaled 17,988,148 for each director.
• · The advisory vote on executive compensation had 94,161,685 votes for, 8,328,531 against, and 107,666 abstentions.

02-06-2026

This 8-K filing by Benchmark 2026-V21 Mortgage Trust (filed June 2, 2026) reports the entry into a Pooling and Servicing Agreement dated May 1, 2026, involving Wells Fargo Commercial Mortgage Securities, Inc. as depositor, Trimont LLC as master servicer, Rialto Capital Advisors, LLC as special servicer, Computershare Trust Company as certificate administrator, Deutsche Bank National Trust Company as trustee, and Pentalpha Surveillance LLC as operating advisor and asset representations reviewer. The servicing terms for the Del Rey Campus Mortgage Loan will differ from those for other mortgage loans, with details provided in the related Prospectus filed March 5, 2026. This is a structured finance event with no financial performance data provided, showing neither positive nor negative results.

• · The Pooling and Servicing Agreement is dated as of May 1, 2026.
• · The filing references a prior SEC filing (Prospectus under SEC File Number 333-286173-03) dated March 5, 2026, outlining servicing differences.
• · The report was signed on June 2, 2026, by Scott Epperson, CEO of GS Mortgage Securities Corporation II, as depositor.

02-06-2026

C.H. Robinson approved a special equity award for Chief Strategy and Innovation Officer Arun Rajan, consisting of $6M in performance stock units and $1.5M in restricted stock units, to drive strategic and talent development outcomes and reward financial overperformance. The award includes milestones for high-quality truckload growth, AI-enabled products, and leadership development, with vesting over five years.

• · Performance stock units vest based on strategic and talent milestones over FY2026-FY2030, plus an outperformance portion based on 2030 adjusted EPS.
• · Restricted stock units vest 20% annually over five years.
• · Award agreements are filed as Exhibits 10.1 and 10.2.
• · Forfeiture provisions apply unless death, disability, or qualifying change-in-control termination occurs.

02-06-2026

Granite Construction Incorporated closed a $600.0 million private offering of 6.375% senior notes due 2034, with estimated net proceeds of approximately $590.0 million. The company concurrently called its outstanding $273.7 million aggregate principal of 3.75% Convertible Senior Notes due 2028 for redemption on August 10, 2026, and elected to primarily settle conversions in cash to limit dilution. However, this change in settlement method is expected to require bifurcation of a derivative liability under ASC 815, with an estimated fair value of approximately $500 million as of the call notice date, which will be recognized as charges in the consolidated statement of operations through the settlement period.

• · The new 6.375% senior notes mature on June 15, 2034, with interest payable semiannually on June 15 and December 15, beginning December 15, 2026.
• · The company may redeem up to 40% of the new notes using equity offering proceeds before June 15, 2029, at 106.375% of principal, provided at least 50% of the original aggregate principal remains outstanding.
• · The 2028 Notes redemption date is August 10, 2026; the conversion election applies to conversions on or after May 19, 2026 through August 6, 2026.
• · The estimated derivative liability of ~$500 million is expected to be remeasured at fair value as of June 30, 2026 and through settlement, creating non-cash charges in the income statement.
• · The company expects to exclude these impacts (redemption, conversions, and related tax effects) from non-GAAP measures like adjusted EBITDA, and does not expect this to change its 2026 adjusted EBITDA margin guidance.
• · Certain initial purchasers serving as agents/lenders under the credit facility and counterparties to the capped call transactions may receive a portion of the net proceeds and customary fees.

02-06-2026

On May 27, 2026, Philippe Busque, Ph.D., the Senior Vice President, Global Sales and Services of Cytek Biosciences, Inc., resigned effective June 5, 2026 to pursue another career opportunity. The resignation is not due to any disagreement with the Company's operations, policies, or practices. This senior leadership departure introduces a period of transition for the global sales organization.

• · Resignation effective date: June 5, 2026
• · Reason for departure: to pursue another career opportunity
• · No disagreement with Company's operations, policies or practices
• · Filed under Item 5.02 (Departure of Directors or Certain Officers)

02-06-2026

Pebblebrook Hotel Trust filed Articles of Amendment to its Declaration of Trust, replacing Section 5.3 to allow trustee resignation by written notice and removal with or without cause by a two-thirds vote of shareholders, subject to preferred share rights. The amendment was approved by the Board and shareholders.

• · Amendment requires two-thirds vote for trustee removal (with or without cause).
• · Preferred share rights to elect or remove trustees are preserved.
• · Articles executed on June 1, 2026, filed June 2, 2026.

02-06-2026

Salesforce appointed Guy Wanger (age 64) as Chief Accounting Officer and principal accounting officer, effective June 15, 2026. Wanger brings extensive 38+ year career at Ernst & Young LLP where he previously served as the company's Lead Audit Engagement Partner from 2016-2021. His compensation package includes a $700,000 base salary, 70% bonus target, a $2 million sign-on cash bonus, and $9 million in restricted stock units vesting over four years.

• · Guy Wanger previously served as the company's Lead Audit Engagement Partner on behalf of EY from 2016 to 2021
• · Wanger most recently served as Partner, West Region Accounting Advisory Leader at WilliamsMarston LLC from March 2025
• · He was Chief Administrative Officer for C3 AI from September 2023 to January 2024
• · Wanger spent 38 years at EY (1985-2023), including as Audit Partner from 1996-2022 and Global Technology Industry Assurance Leader from 2012-2019
• · He is a Certified Public Accountant in California and Nevada and holds a Bachelor of Science in Commerce in Accounting from Santa Clara University
• · No family relationships with directors or executive officers, and no material interest in any reportable transactions

02-06-2026

Jaguar Health, Inc. entered into two exchange agreements with Streeterville Capital, LLC on May 26 and June 1, 2026, issuing a total of 64,668 shares of common stock in exchange for 7.92 outstanding shares of Series Q Preferred Stock, which were subsequently cancelled. Additionally, the company further adjourned its 2026 Annual Meeting of Stockholders to June 8, 2026, to allow stockholders more time to review supplemental proxy materials. The exchange transactions were conducted under Section 3(a)(9) of the Securities Act, indicating no new cash raised, and the repeated adjournment of the annual meeting suggests potential challenges in securing stockholder approval for proposals.

• · The exchange transactions were exempt from registration under Section 3(a)(9) of the Securities Act of 1933.
• · The Annual Meeting was originally adjourned on May 22, 2026, and further adjourned on June 2, 2026, to June 8, 2026.
• · A supplement to the proxy statement was filed on May 29, 2026, to provide additional information on certain proposals.
• · The record date for the Annual Meeting remains April 15, 2026.
• · Stockholders who already voted do not need to take any action unless they wish to change their vote.

02-06-2026

Texas Instruments announced the appointment of Julie Knecht as Senior Vice President and CFO (Chief Accounting Officer), effective August 1, 2026, succeeding Rafael Lizardi, who is retiring after 25 years with the company. Ms. Knecht, a 25-year TI veteran currently serving as VP and Chief Accounting Officer, will receive an annual base salary of $700,000 and $2 million in restricted stock units. The filing notes that Mr. Lizardi's retirement is not related to any financial or reporting concerns.

• · Julie Knecht, age 54, has been with Texas Instruments for over 25 years, most recently as Vice President and Chief Accounting Officer since 2021.
• · Rafael Lizardi's retirement is effective August 1, 2026, after 25 years with the company.
• · The separation agreement with Mr. Lizardi is described on page 46 of the company's 2026 Proxy Statement.
• · The appointment was made by the Board on May 27, 2026.

02-06-2026

Israel Acquisitions Corp entered into a sixth amendment to its business combination agreement with Gadfin Ltd., extending the termination date to June 15, 2026. The amendment was signed on May 31, 2026, and filed on June 2, 2026. No financial terms were disclosed.

• · The sixth amendment extends the termination date of the BCA to June 15, 2026.
• · Previous amendments were dated July 2, 2025, December 31, 2025, March 13, 2026, April 15, 2026, and May 15, 2026.
• · The BCA was originally entered into on January 26, 2025.

02-06-2026

Hennessy Capital Investment Corp. VII (HVIIU) entered into Omnibus Amendment No. 2 to its Business Combination Agreement and Promissory Note with ONE Nuclear Energy, LLC, extending the outside date for the business combination from June 30, 2026 to August 15, 2026, and increasing the principal amount of the promissory note from $300,000 to $316,975. This marks the second extension of the deal timeline, indicating potential delays in closing the merger.

• · This is the second amendment to the Business Combination Agreement and Promissory Note; the first amendment was dated March 31, 2026.
• · The original Business Combination Agreement was dated October 22, 2025, and the original Promissory Note was dated December 19, 2025.
• · The amendment was executed on June 1, 2026, and filed on June 2, 2026.
• · The increase in the promissory note principal from $300,000 to $316,975 represents a $16,975 increase (approximately 5.66%).

02-06-2026

Mastercard announced a series of leadership updates effective August 3, 2026, to sharpen execution and deepen customer focus. Key changes include Ling Hai becoming CFO (succeeding Sachin Mehra), Sachin Mehra moving to a new Chief Business Officer role, and Linda Kirkpatrick becoming Chief Services Officer. The moves aim to unify customer focus and support continued growth, while Tim Murphy will retire as planned in October.

• · Leadership updates are effective August 3, 2026.
• · Tim Murphy, Vice Chair, will retire from Mastercard in October 2026 as planned.
• · Craig Vosburg transitions to Vice Chair and will serve as a global ambassador.
• · Raj Seshadri becomes Senior Strategic Advisor to the CEO.
• · Jorn Lambert continues to lead Consumer Payments, including stablecoin and agentic payments.

02-06-2026

Melar Acquisition Corp. I entered into an Intercreditor Agreement on May 27, 2026, with Agile Capital Funding, Agile Lending, and YA II PN, Ltd., subordinating Agile's claims to Melar and YA lenders. This supports the proposed business combination with Everli Global Inc., which is subject to shareholder approval and regulatory filings.

• · The Intercreditor Agreement governs rights, priorities, and obligations among Agile, Melar, and YA lenders regarding Everli's indebtedness.
• · Agree Parties are subordinated to Melar and YA lenders until the Final Payout Date.
• · Prior to Final Payout Date, Palella Holdings and Palella are restricted from making payments on subordinated obligations.
• · Agree Parties consented to Melar and YA loans and acknowledged no event of default.
• · The Merger Agreement for the Business Combination was dated July 30, 2025, and amended on October 2, 2025, and December 8, 2025.
• · A registration statement on Form S-4 will be filed with the SEC for the Business Combination.

02-06-2026

Maui Land & Pineapple Company, Inc. (MLP) entered into a Purchase and Sale Agreement on May 27, 2026, to sell 8.783 acres of land (Lot 2-D) and up to 3.5 acres of adjacent land in Kapalua, Maui, to DC Kapalua 1 Property, LLC for a base price of $10,000,000 plus $1,138,565 per acre for the additional land. The agreement includes a 90-day due diligence period, customary earnest money deposits, and conditions related to governmental approvals, with potential termination rights if approvals are not secured. The transaction also provides for a non-exclusive trademark license, a master lease of retail space to MLP, and access to amenities for Kapalua Club members.

• · The Purchase Agreement includes a non-exclusive license to use certain MLP trademarks, a master lease of new street front retail space in Kapalua Village from Buyer to MLP, and access to amenities for Kapalua Club members.
• · Earnest money deposits become nonrefundable based on time elapsed after the Acceptance Date; if Buyer terminates or fails to deliver Acceptance Notice during due diligence, all deposits are refundable.
• · The full Purchase Agreement will be filed as an exhibit to MLP's Quarterly Report on Form 10-Q on or before August 14, 2026.

02-06-2026

Tracy Skeans is stepping down from her dual roles as COO and Chief People & Culture Officer at YUM! Brands effective November 1, 2026, and will remain as Senior Advisor until retirement on March 1, 2028. She will receive a $500,000 lump sum payment post-retirement in exchange for waiving claims and forgoing 2027 equity grants, while continuing salary and bonus eligibility (except 2028 bonus) through retirement. This succession event marks a significant leadership transition at the company.

• · Transition Date is November 1, 2026; Retirement Date is March 1, 2028.
• · Ms. Skeans will remain bonus eligible through the Retirement Date but is not eligible for a 2028 fiscal year bonus.
• · No additional equity awards will be granted to Ms. Skeans; outstanding awards will continue vesting through Retirement Date.
• · Ms. Skeans will be retirement eligible on Retirement Date, with equity and benefits administered per terms.

02-06-2026

Cue Biopharma announced the mutual resignation of four directors (Jill Broadfoot, Peter Kiener, Frank Morich, Patrick Verheyen) effective May 29, 2026, with no disagreement cited. The board was reduced from seven to five directors, and two new directors (Daniel Camardo, Viola Meehan) were appointed on May 30, 2026)Skip. Additionally, Sumita Ray was appointed Chief Legal & Compliance Officer and Corporate Secretary, and Michael Meluzio was named Vice President, Principal Accounting Officer, both effective June 1, 2026. The changes reflect a significant board and officer restructuring, but no financial metrics or performance data were provided in the filing.

• · The board size was reduced from seven to five directors effective June 1, 2026.
• · Daniel Camardo serves as President of Immedica North America and teaches at Kellogg School of Management.
• · Viola Meehan retired as CFO of Vanqua Bio in January 2023 and previously held finance roles at AbbVie and Abbott.
• · Michael Meluzio will not receive additional compensation for his role as principal accounting officer.
• · Sumita Ray currently serves on the board of Biomea Fusion, Inc. (Nasdaq: BMEA).

02-06-2026

Cycurion, Inc. announced the appointment of Ana Garcia as Chief Financial Officer, effective June 1, 2026, succeeding Alvin McCoy III, who will step down on May 31, 2026 and transition into a strategic advisory role. Ms. Garcia brings over 20 years of senior finance leadership experience from public and private technology companies, including KLDiscovery, Edelman Financial Services, and MicroStrategy. The transition is described as seamless and positions the company for organic growth and strategic M&A, though no specific financial metrics or performance data were provided in the filing.

• · Ana Garcia most recently served as Vice President of Finance and Interim CFO at KLDiscovery.
• · Earlier roles include senior finance positions at Edelman Financial Services, MicroStrategy, Spacenet, and Savvis.
• · Outgoing CFO Alvin McCoy will transition to a strategic advisory role focused on growth initiatives.
• · Cycurion serves government, healthcare, and corporate clients through subsidiaries Axxum Technologies, Cloudburst Security, and Cycurion Innovation.

02-06-2026

Hertz Global Holdings, Inc., through its subsidiary Hertz Vehicle Financing III LLC, issued $500 million in Series 2026-1 Rental Car Asset Backed Notes across five tranches (Class A through E) with interest rates ranging from 5.09% to 9.64%, secured by rental car assets. The notes were issued under a base indenture dated June 29, 2021, with The Bank of New York Mellon Trust Company serving as trustee and securities intermediary. This securitization provides Hertz with significant new financing, but the high interest rates on the lower-rated tranches (Class D at 7.91% and Class E at 9.64%) reflect elevated credit risk and borrowing costs.

• · The notes are secured by rental car assets under a base indenture dated June 29, 2021, as amended.
• · Class A/B/C Notes have minimum denominations of $100,000; Class D Notes $250,000; Class E Notes $3,250,000.
• · The Series 2026-1 Supplement was dated May 28, 2026, and filed on June 2, 2026.
• · The notes are subject to subordination provisions, with Class B through E notes subordinated to Class A.
• · The issuance includes provisions for optional redemption, amortization events, and priority of payments.

02-06-2026

Primerica, Inc. entered into a $200,000,000 Second Amended and Restated Credit Agreement dated June 2, 2026, with Wells Fargo Bank, National Association as Administrative Agent, Swingline Lender and Issuing Lender, and Wells Fargo Securities, LLC as Sole Lead Arranger and Sole Bookrunner. The agreement amends and restates the prior credit agreement dated June 22, 2021, and provides for a revolving credit facility, swingline loans, and a letter of credit facility. The interest rates and commitment fees are tied to Primerica's debt ratings, with pricing levels ranging from I (≥A/A2) to V (≤BBB-/Baa3).

• · The agreement amends and restates the prior credit agreement dated June 22, 2021, and does not constitute a novation.
• · The credit facility includes a revolving credit facility, swingline loans, and a letter of credit facility.
• · Interest rates and fees are determined by Primerica's debt ratings from S&P and Moody's, with five pricing levels.
• · If Primerica is split-rated with a one-level differential, the higher rating applies; if two or more levels, the pricing level is one level lower than the higher rating.
• · If Primerica does not have a debt rating from at least one of S&P or Moody's, the pricing level defaults to Level V.
• · The agreement includes customary representations, warranties, affirmative and negative covenants, and events of default.
• · The audited financial statements referenced are for the fiscal year ended December 31, 2025.

02-06-2026

Workiva Inc. held its Annual Meeting on May 28, 2026, where stockholders elected three Class III directors (Michael M. Crow, R. Scott Herren, and Julie Iskow) for terms expiring in 2029, and approved the amendment and restatement of the 2014 Equity Incentive Plan, increasing authorized shares from 17,760,000 to 21,660,000 (an additional 3,900,000 shares). The advisory vote on executive compensation passed with 51,575,404 votes in favor, but a significant 22,289,983 votes were against, indicating notable shareholder dissent.

• · The advisory vote on executive compensation (Say-on-Pay) received 22,289,983 votes against, representing approximately 30% of votes cast (excluding broker non-votes), a significant dissent level.
• · Julie Iskow had the highest number of withheld votes among directors at 20,448,075.
• · R. Scott Herren received the strongest support with 73,726,838 votes for and only 316,497 withheld.
• · The equity plan amendment passed with 62,218,607 votes for and 11,806,408 against.

02-06-2026

NexPoint Diversified Real Estate Trust held its Annual Meeting on June 2, 2026, where shareholders approved the 2026 Long Term Incentive Plan, ratified KPMG LLP as auditor for 2026, and elected all seven trustee nominees. A shareholder proposal to liquidate the company's assets was overwhelmingly rejected, with 25.2 million votes against versus 4.6 million in favor. However, the advisory vote on executive compensation passed with 27.0 million for and 2.5 million against, indicating some shareholder dissent.

• · All seven trustee nominees were elected with votes for ranging from 24,208,120 (Scott Kavanaugh) to 27,712,602 (Brian Mitts).
• · The advisory vote on executive compensation passed with 26,993,180 for, 2,516,601 against, and 436,991 abstentions.
• · The 2026 LTIP was approved with 26,945,964 for, 2,833,644 against, and 167,164 abstentions.
• · Ratification of KPMG LLP as auditor received 42,760,080 for, 1,514,886 against, and 108,464 abstentions, with no broker non-votes.
• · The shareholder proposal to liquidate the company's assets was not approved: 4,570,997 for, 25,160,407 against, 215,368 abstentions.
• · The issuance of common shares upon conversion or redemption of Series B Preferred Shares was approved with 27,382,186 for, 2,442,145 against, 122,441 abstentions.
• · Broker non-votes were 14,436,658 on all matters except the ratification of KPMG (which had 0 broker non-votes).

02-06-2026

RPM International Inc. amended its $300M accounts receivable securitization facility on May 27, 2026, removing the interest coverage ratio covenant and adding a leverage ratio covenant (≤3.75x) if the company loses investment grade ratings. Additionally, Timothy R. Kinser resigned as VP-Operations on May 29, 2026, becoming Project Management Officer of a subsidiary.

• · The leverage ratio covenant (≤3.75x) applies only if RPM does not maintain investment grade ratings from at least two specified agencies.
• · The interest coverage ratio covenant was eliminated.
• · The credit spread adjustment for SOFR-based credit extensions was removed.
• · The material-indebtedness-based amortization event threshold for the Company and its subsidiaries (excluding Originators) increased from $150M to $250M.
• · Timothy R. Kinser's resignation as VP-Operations was effective May 29, 2026, and he became Project Management Officer of a subsidiary.

02-06-2026

Ardent Health appointed Dave Caspers as President and CEO, effective immediately, succeeding Marty Bonick who stepped down. Caspers previously served as COO and brings operational experience from Walmart Health, Banner Health, and Target. The company reaffirmed its full-year 2026 Adjusted EBITDA guidance of $485-$535 million despite noting volume softness in Q2 2026, and is accelerating its IMPACT program to improve margins.

• · Dave Caspers joined Ardent Health in March 2025 as COO before being promoted to CEO.
• · Marty Bonick led the company through COVID-19, operational improvements, and the IPO.
• · Volume softness observed in Q2 2026 led to acceleration and expansion of the IMPACT program.
• · Ardent Health operates in six states with 30 acute care hospitals and ~280 sites of care.

02-06-2026

Atlantic American Corporation entered into a Second Amendment to its Revolving Credit Agreement with Truist Bank on May 27, 2026. The amendment extends the deadline for delivering audited 2025 financial statements, interim Q1 2026 financials, and related compliance certificates to no later than July 31, 2026. This extension suggests the company needed additional time to finalize its financial reporting, which may indicate operational or reporting challenges.

• · The original Revolving Credit Agreement was dated May 12, 2021.
• · The amendment covers delivery of audited consolidated financial statements for the year ended December 31, 2025, interim consolidated financial statements for the quarter ended March 31, 2026, and related compliance certificates.
• · The new deadline for these deliverables is July 31, 2026.
• · The filing was signed by Nickeesha Bates, Vice President, Corporate Controller, Corporate Accounting/Finance.

02-06-2026

At its June 2, 2026 annual meeting, Rithm Property Trust Inc. elected four directors (Paul Friedman, Mary Haggerty, Daniel Hoffman, Michael Nierenberg) to serve until the 2027 meeting, despite significant opposition: director Hoffman received more withheld votes (2,451,652) than votes for (2,113,412), and all nominees faced material withhold votes. Stockholders also ratified Ernst & Young as auditor for FY2026 with 99.6% support (6,135,751 votes for, 13,515 against), but rejected the advisory 'say-on-pay' proposal on executive compensation (1,395,661 votes for vs. 3,148,191 votes against – a 69.3% negative vote). The 2026 Omnibus Incentive Plan was approved overwhelmingly (4,371,676 votes for, 96.2% of votes cast).

• · Director Daniel Hoffman received more withheld votes (2,451,652) than votes for (2,113,412), indicating significant shareholder discontent with his re-election.
• · Each director nominee faced broker non-votes of 1,594,031 shares, reflecting substantial unvoted shares in the election.
• · The say-on-pay proposal received only 1,395,661 votes for versus 3,148,191 against, with 21,212 abstentions and 1,594,031 broker non-votes.
• · The 2026 Omnibus Incentive Plan was approved with 4,371,676 votes for, 172,050 against, 21,338 abstentions, and 1,594,031 broker non-votes.
• · No other matters were voted on at the annual meeting.

02-06-2026

XMax Inc. entered into Securities Purchase Agreements on May 28, 2026, to sell 486,500 shares of common stock at $7.347 per share in a private placement, raising an aggregate of approximately $3.57 million. The shares are subject to an 18-month lock-up period and were issued under Regulation S exemption. The filing does not disclose any comparative financial performance or operational metrics.

• · The purchase price per share was $7.347.
• · The lock-up period is 18 months from the date of the agreements.
• · The private placement was conducted under Regulation S exemption from registration.
• · The filing date is June 2, 2026, and the event date is May 28, 2026.

02-06-2026

Global Medical REIT Inc. (GMRE-PB) filed an 8-K on June 2, 2026, announcing the Seventh Amendment to the Agreement of Limited Partnership of Chiron Real Estate LP, which designates up to 1,000,000 shares of 6.00% Series C Convertible Preferred Units. The Series C Preferred Units have a Base Liquidation Preference of $100 per unit and an initial annual return of 6.00%, which can increase to up to 12.00% after four years if outstanding. The units rank senior to common and LTIP units but junior to existing and future indebtedness, with no stated maturity and no mandatory redemption.

• · The Series C Preferred Units have no stated maturity and are not subject to any sinking fund or mandatory redemption.
• · Distributions are cumulative and payable quarterly in arrears on March 31, June 30, September 30, and December 31, beginning September 30, 2026.
• · The Series C Preferred Return increases from 6.00% to 8.00% after four years, then by 2.00% annually up to a maximum of 12.00%.
• · The units rank senior to Junior Units (common units, LTIP units) and on parity with Series A and Series B Preferred Units, but junior to all existing and future indebtedness.
• · The amendment is tied to the issuance of up to 1,000,000 shares of Series C Preferred Stock by the Parent REIT, with net proceeds contributed to the Partnership in exchange for the Series C Preferred Units.

02-06-2026

WESCO International Inc. (WCC) held its Annual Meeting on May 28, 2026, where all ten director nominees were elected and stockholders approved, on an advisory basis, the compensation of named executive officers with over 96% of votes cast in favor. Additionally, the company entered into a consulting agreement with former CFO David S. Schulz effective June 1, 2026, under which he will provide consulting services as a non-employee through December 31, 2026, while his outstanding equity awards continue to vest. The appointment of PricewaterhouseCoopers LLP as independent auditor for 2026 was also ratified.

• · David S. Schulz served as EVP and CFO through February 16, 2026, then as special advisor to the CEO until retirement on May 31, 2026.
• · The consulting agreement with Schulz runs from June 1, 2026 to December 31, 2026, with possible extension by mutual agreement.
• · Schulz will receive an hourly fee for consulting services and his outstanding equity awards will continue to vest during the consulting term.
• · Schulz remains subject to non-competition, non-solicitation, non-disparagement, and confidentiality covenants.
• · All ten director nominees were elected with 'for' votes ranging from approximately 41.3 million to 43.2 million shares.
• · The ratification of PricewaterhouseCoopers LLP as independent auditor received 43,770,836 votes for, 2,652,699 against, and 17,796 abstentions.
• · There were no broker non-votes on the auditor ratification proposal.

02-06-2026

Mattel held its 2026 Annual Meeting on May 28, 2026, where stockholders approved the amendment and restatement of the 2010 Equity and Long-Term Compensation Plan, increasing the share reserve by 2,155,000 shares and extending the plan's termination date to March 19, 2036. All director nominees were elected, and proposals to ratify the auditor and approve executive compensation were also approved. However, several director nominees received significant 'AGAINST' votes, with Dominic Ng receiving the highest opposition at 16,217,908 votes.

• · The 2026 Restatement extends the plan termination date to March 19, 2036.
• · All director nominees were elected, but Dominic Ng received the most 'AGAINST' votes (16,217,908) among nominees.
• · Proposal 2 (ratify auditor) passed with 265,816,715 votes FOR, 4,136,113 AGAINST, and 170,723 abstentions.
• · Proposal 3 (advisory vote on executive compensation) passed with 236,401,260 FOR, 17,292,683 AGAINST, and 289,765 abstentions.
• · Proposal 4 (approve 2026 Restatement) passed with 236,024,891 FOR, 17,624,209 AGAINST, and 334,608 abstentions.
• · Broker non-votes were 16,139,843 for all director elections and proposals 1, 3, and 4.

02-06-2026

Hub Group announced the departure of CFO Kevin Beth and COO Brian Meents, appointing Todd Heeter as interim CFO and Treasurer. The company is conducting a financial restatement for 2023-2025 and expects to file overdue reports by September 14, 2026. While second-quarter 2026 business performance shows balanced demand and stronger pricing, the leadership upheaval and accounting restatement introduce significant uncertainty.

• · Todd Heeter's interim CFO term is six months, extendable at the company's election.
• · The company is restating financial statements for years ended December 31, 2024 and 2023, and quarterly periods ended March 31, 2025, June 30, 2025, and September 30, 2025.
• · Hub Group expects to file its Form 10-K for 2025 and Form 10-Q for Q1 2026 on or before September 14, 2026.
• · COO responsibilities will be absorbed by other senior leaders; no permanent COO search mentioned.
• · Second quarter 2026 to date: successful bid season, balanced demand trends, stronger pricing, increased over-the-road conversion opportunity, significant new business in Logistics, Brokerage volumes reflect focus on profitability and revenue per load.