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

26-06-2026

Mobility Global Inc. appointed Joseph R. Hinrichs as an independent director and Audit Committee financial expert, effective June 25, 2026, and expects him to become Board Chair after the July 1, 2026 spin-off from S&P Global. The Board also adopted a 2026 Long Term Incentive Plan, an Executive Severance Plan, an Annual Incentive Plan, and a Legacy 401(k) Supplement, while increasing CEO William Eager's base salary to $900,000 and target incentive to 150% of base salary. No negative or flat performance metrics were reported in this governance filing.

• · The spin-off from S&P Global is expected to be effective at 12:01 a.m. New York City time on July 1, 2026.
• · Hinrichs has no family relationships with any Board member or executive officer and no reportable transactions under Item 404(a).
• · CEO William Eager's RSU grant of $2,500,000 is subject to further Board approval and will vest in equal annual installments over three years.
• · Under the Severance Plan, CEO severance in a change-in-control scenario equals 2x base salary plus target annual bonus, paid in a lump sum.
• · The Legacy 401(k) Supplement is frozen to new deferral elections and employer contributions.

26-06-2026

Z Squared, Inc. (Nasdaq: ZSQR) entered a binding letter of intent to acquire a majority membership interest in Paradox Data LLC using newly designated Series D Convertible Preferred Stock with a $5,000,000 aggregate initial liquidation preference (no cash or debt financing). The Union County Campus currently has 8 MW of live on-grid utility connection and the company intends to develop behind-the-meter generation designed to deliver up to 150 MW of continuous firm power and pursue an interconnection request for up to 50 MW of utility power; however the transaction is subject to definitive documentation, due diligence, required approvals (including any Nasdaq stockholder approval), and there is no assurance it will close as described.

• · Total consideration structured entirely as Series D Convertible Preferred Stock with a $5,000,000 aggregate initial liquidation preference and no cash consideration or debt financing.
• · Paradox will continue as a going concern with Z Squared as its majority member upon closing (subject to conditions).
• · Union County Campus site is M-1 zoned, permitted, spans up to 170 acres, and currently has an 8 MW live on-grid utility connection.
• · Company intends a behind-the-meter generation campus targeting up to 150 MW of continuous industrial-grade firm power, but development is forward-looking and dependent on permitting, capital, equipment procurement, and execution.
• · Company intends to pursue acceptance of an interconnection request for up to 50 MW of utility power post-closing.
• · Fuel delivery is supported by two pipelines with a combined capacity of 40,000 dekatherms per day, described as sufficient to support in excess of 150 MW of on-site power generation.
• · Completed fiber buildout delivers dedicated fiber of up to 400 Gbps with multiple carriers for redundant connectivity.
• · Transaction remains subject to negotiation of definitive documentation, due diligence, required consents and approvals, and any Nasdaq stockholder approval; there is no assurance the transaction will close.

26-06-2026

Forgent Power Solutions, Inc. (FPS) announced on June 23, 2026 that its subsidiary, Forgent Power LLC, entered into Amendment No. 1 to its existing Credit Agreement, refinancing $600 million in initial term loans at a reduced interest rate margin and lowering the margin on existing revolving credit commitments. The amendment, which involved both cashless conversions and new lender participation, is expected to lower the company's borrowing costs on its Senior Credit Facilities.

• · The amendment was effective June 23, 2026.
• · Existing term lenders could choose cashless conversion or prepayment from new lender funds.
• · The base rate is defined as the highest of Federal Funds Rate plus 0.5%, one-month Term SOFR plus 1%, or prime rate.
• · Term SOFR has a 0.00% per annum floor for the applicable interest period.
• · The filing was made on June 26, 2026, with the event date of June 23, 2026.

26-06-2026

Domo, Inc. announced the resignation of Daren Thayne, Chief Technology Officer and Executive Vice President of Product, effective July 10, 2026. Mr. Thayne is leaving to accept another executive position elsewhere, and his resignation is not due to any disagreement with the company. Notably, due to advanced negotiations around a potential transaction involving Domo, the company does not plan to immediately replace him; his duties will be assumed on an interim basis by other management members.

• · Daren Thayne's resignation is effective July 10, 2026, and he is expected to assist with transition until then.
• · The company is in advanced negotiations around a potential transaction, which is a new material disclosure.
• · No immediate replacement is planned for the CTO role; duties will be covered by other management members on an interim basis.

26-06-2026

Bio-Techne Corporation has entered into a definitive agreement to be acquired by Merck KGaA, Darmstadt, Germany, through its subsidiary EMD Holdings NewCo, Inc., in an all-cash transaction valued at $73.00 per share. The merger is expected to close following regulatory approvals and shareholder approval, with the company surviving as a wholly-owned subsidiary of Merck KGaA.

• · The merger is structured under the Minnesota Business Corporation Act with Bio-Techne as the surviving corporation.
• · The agreement includes customary representations, warranties, and covenants, including a no-solicitation clause and conditions related to regulatory approvals and shareholder vote.
• · The closing is expected to occur on the fifth business day after all conditions are satisfied or waived.
• · The board of directors of Bio-Techne has unanimously approved the transaction and recommends shareholders vote in favor.

26-06-2026

Oceaneering International priced a private offering of $500 million in 6.875% Senior Notes due 2034, with proceeds intended to fund a concurrent cash tender offer for its 6.000% Senior Notes due 2028. The offering is expected to close on July 6, 2026, and any excess proceeds will be used for general corporate purposes, including debt repayment or repurchase.

• · The 2034 Notes will mature on July 15, 2034.
• · The offering is being made to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.
• · The tender offer was announced on June 24, 2026.
• · The offering is not registered under the Securities Act and cannot be offered or sold in the U.S. without registration or an exemption.

26-06-2026

On June 21, 2026, Andrew Liang resigned from the Board of Directors of Graphene & Solar Technologies Ltd, effective immediately. The company stated the resignation was not due to any disagreement with the company's operations, policies, or practices. No replacement or further board changes were announced.

• · Resignation effective June 21, 2026.
• · Mr. Liang's departure was not related to any disagreement with the company.
• · No successor or interim director was named in the filing.
• · The company is an emerging growth company and has elected not to use the extended transition period for new accounting standards.

26-06-2026

Jeffrey R. Geygan resigned as interim CEO of Rocky Mountain Chocolate Factory, Inc., effective June 26, 2026, but will remain on the Board of Directors. The filing does not disclose a successor or any financial performance data.

• · Resignation effective June 26, 2026.
• · Mr. Geygan notified the Board on June 21, 2026.
• · No successor or interim replacement has been announced.

26-06-2026

ENDRA Life Sciences Inc. disclosed a proposed merger involving Renergen Limited and Noble Africa LLC, with participation from ASP Isotopes Inc. The presentation reveals a complex four-party transaction combining ENDRA, Renergen, Noble Africa (a company focused on helium and LNG in South Africa), and ASPI, resulting in a post-merger entity with a dual-class stock structure. The announcement is forward-looking with significant execution and regulatory risks; no specific financial metrics or historical performance data for any party are included in the filing.

• · The merger involves a four-party combination: ENDRA, Noble Africa LLC, Renergen Limited, and ASP Isotopes Inc.
• · Noble Africa, referenced as the company in the presentation, appears to be the entity whose equity securities are being offered in the private placement associated with the merger.
• · The post-merger entity will have a dual-class common stock structure, concentrating voting power with ASPI and its affiliates, which may limit other stockholders' influence.
• · The presentation lists the Renergen helium project's Phase 1 and 2 as key focus areas, which involve commercial supply of helium and LNG.
• · Placement agents retained for the offering are Lucid Capital Markets, LLC and Ocean Wall Ltd.
• · The transaction is subject to SEC review, shareholder approval via a proxy statement, and other closing conditions; no definitive agreement has been signed yet.
• · ENDRA will file a registration statement on Form S-4 containing a proxy statement/prospectus for shareholder vote on the proposed transactions.

26-06-2026

Lululemon appointed Laura Gentile and Marc Maurer to its Board of Directors, effective June 25, 2026, increasing board size from 9 to 11 members, pursuant to a cooperation agreement with Chip Wilson and related entities. At the annual meeting, all three Class I director nominees were elected, and proposals to ratify PwC as auditor, approve executive compensation (advisory), increase the 2023 Equity Incentive Plan share reserve, and declassify the board were all approved. However, the advisory vote on executive compensation showed significant opposition, with 27,018,492 votes against (36.7% of votes cast), indicating notable shareholder dissent.

• · The board was increased from 9 to 11 members.
• · Laura Gentile and Marc Maurer will serve on the Audit Committee and the Corporate Responsibility, Sustainability and Governance Committee.
• · Both new directors are deemed independent under Nasdaq listing standards.
• · The stockholder proposal to declassify the board passed with 73,105,842 votes for and only 320,258 against.
• · The amendment to the 2023 Equity Incentive Plan to increase the share reserve was approved with 70,484,564 votes for.
• · Ratification of PwC as auditor passed with 71,434,176 votes for.

26-06-2026

Jade Biosciences appointed Mark Eisner, M.D., M.P.H., to its Board of Directors effective June 25, 2026. Dr. Eisner brings over 25 years of leadership in clinical development and immunology, having served as CMO at Vir Biotechnology, Sonoma Biotherapeutics, and FibroGen, and as SVP at Genentech/Roche. The company is advancing a pipeline of antibody-based therapies for autoimmune diseases, with lead candidate JADE101 targeting APRIL for IgA nephropathy, and earlier-stage programs JADE201 (anti-BAFF-R) and JADE301 (undisclosed). No financial figures or period-over-period comparisons were provided in this filing.

• · Dr. Eisner was appointed effective June 25, 2026.
• · He most recently served as EVP and CMO of Vir Biotechnology.
• · He spent nearly 11 years at Genentech/Roche, including as SVP and Global Head of Product Development for Immunology, Infectious Disease, and Ophthalmology.
• · Prior to industry, he was Professor of Medicine and Anesthesia at UCSF.
• · Jade's pipeline includes JADE101 (APRIL-targeting for IgA nephropathy), JADE201 (afucosylated anti-BAFF-R mAb), and JADE301 (undisclosed antibody program).
• · Jade was launched based on assets licensed from Paragon Therapeutics, an antibody discovery engine founded by Fairmount.

26-06-2026

XTI Aerospace, Inc. dismissed its independent registered public accounting firm, CBIZ CPAs P.C., effective June 26, 2026, and engaged KPMG LLP as its new principal accountants. The change was approved by the Audit Committee and was not preceded by any disagreements or reportable events with CBIZ. This marks the second auditor change in just over a year, following the dismissal of Marcum LLP and appointment of CBIZ in April 2025.

• · CBIZ was originally appointed on April 15, 2025, after Marcum LLP was dismissed.
• · CBIZ's audit report for the year ended December 31, 2025 contained no adverse opinion, disclaimer, or qualification.
• · No disagreements or reportable events occurred between CBIZ and the Company during its engagement.
• · The Company did not consult KPMG on any accounting or auditing matters prior to engagement.

26-06-2026

Adtran Holdings, Inc. appointed Anne DelSanto as an independent board member effective July 1, 2026, bringing over 30 years of cloud, SaaS, and AI experience from Salesforce, Oracle, and IBM. The appointment aligns with Adtran's strategic expansion beyond service providers into cloud infrastructure and AI-driven networking. No financial metrics or performance data were disclosed in this filing.

• · Anne DelSanto holds a B.S. in mathematics from St. John's University and an M.S. in administrative studies from Boston College.
• · She completed advanced governance studies at Stanford University Law School's Directors' College.
• · She currently serves on the board of Advanced Energy (NASDAQ: AEIS) and private companies Axonius and StackAdapt.
• · She formerly served on the boards of Juniper Networks and New Relic during their public tenure.

26-06-2026

Myomo, Inc. filed an 8-K on June 26, 2026, announcing the approval by stockholders of the Third Amendment to the 2018 Stock Option and Incentive Plan. The amendment increases the maximum shares reserved for issuance under the plan to 8,114,140 shares (the Initial Limit), with an annual increase starting January 1, 2027, equal to 4% of outstanding shares on the preceding December 31 or a lesser amount determined by the administrator. The amendment also allows for the addition of forfeited or canceled shares back to the plan's available pool.

• · The amendment is effective as of the date of stockholder approval (the Effective Date).
• · The annual increase begins on January 1, 2027, and continues each January 1 thereafter until the plan expires.
• · Shares underlying awards from the Company's 2004 Stock Option and Incentive Plan, 2014 Stock Option and Grant Plan, and/or 2016 Equity Incentive Plan that are forfeited, canceled, or otherwise terminated (other than by exercise) may be added back to the shares available under the 2018 Plan.
• · Shares repurchased by the Company on the open market are not added back to the available pool.
• · The maximum number of shares that may be issued as Incentive Stock Options is capped at the Initial Limit plus annual increases, with each annual increase being the lesser of the 4% annual increase or 1,000,000 shares.

26-06-2026

ALX Oncology Holdings Inc. entered into a $50M secured multi-tranche term loan facility with HSBC Ventures USA Inc., borrowing $10M at closing to refinance existing debt with Oxford Finance and Silicon Valley Bank. The facility includes an additional $20M available through June 2028, up to $10M contingent on Phase 2 ASPEN-09 and Phase 1 ALX2004 milestones, and $10M at the lender's discretion. The loans mature June 1, 2030, with floating interest at the greater of Prime Rate or 6.0%, and carry prepayment fees of 2.0% (year 1) and 1.0% (year 2). The company's obligations are secured by substantially all assets with a negative pledge on IP.

• · The loan agreement includes a negative pledge on intellectual property, meaning IP is not directly collateralized.
• · The term loans amortize in equal monthly installments beginning July 1, 2028, but if an Interest Only Milestone Event occurs, amortization starts July 1, 2029.
• · Prepayment fee is waived if the facility is refinanced by the Lender.
• · The loan agreement contains customary affirmative and negative covenants, including restrictions on asset dispositions, mergers, incurring debt, granting liens, paying dividends, making investments, and affiliate transactions.
• · Events of default include payment defaults, material misrepresentations, covenant breaches, cross defaults with other material indebtedness, bankruptcy, and judgment defaults.
• · The $10M uncommitted portion is at the lender's sole discretion.
• · The existing loan agreement with Oxford Finance and Silicon Valley Bank was terminated upon refinancing.

26-06-2026

Aligos Therapeutics held its 2026 Annual Meeting on June 25, 2026, where stockholders approved an amendment to the 2020 Employee Stock Purchase Plan (ESPP) to add 500,000 shares and eliminate the evergreen provision. All director nominees and advisory proposals were approved, with strong support for the ESPP amendment (2,161,966 votes for vs. 17,797 against). However, the ratification of Ernst & Young as auditor received 3,786,255 votes for, with 7,484 against and 135 abstentions, indicating near-unanimous support.

• · The ESPP amendment eliminates the evergreen provision that previously allowed automatic annual share reserve increases through 2030.
• · The additional 500,000 shares under the Amended ESPP are available for purchase starting from the offering period that began on November 15, 2025.
• · The company will hold future advisory votes on executive compensation on an annual basis until the next stockholder vote on frequency.
• · Broker non-votes totaled 1,613,003 on all non-routine proposals (director election, ESPP amendment, executive compensation).

26-06-2026

ImageneBio, Inc. announced the resignation of Robert Lally, Senior Vice President of Finance and Operations and principal accounting officer, effective July 22, 2026. The resignation is not due to any disagreement with the company. A search for a replacement will be conducted.

• · Resignation effective July 22, 2026
• · No disagreement with the company
• · Company plans to conduct a search for replacement

26-06-2026

Worthington Enterprises reported Q4 FY2026 sales of $371M (+17% YoY) and adjusted EBITDA of $83.5M (down from $85.1M YoY). Full-year sales grew 20% to $1.4B with 9% organic growth, while adjusted EBITDA rose 12% to $296M. However, Q4 adjusted EBITDA declined modestly due to lower ClarkDietrich equity income (-$7M) and margin pressure in cooling and construction from a tough prior-year comparison. Free cash flow hit a quarterly record of $55M and full-year free cash flow was $170M (102% conversion). The company also announced a 5% dividend increase to $0.20/share.

• · Gross margin declined to 27.4% from 29.3% a year ago due to less favorable product mix, purchase accounting impact from LSI inventory step-up, and inflationary cost pressures.
• · Building products Q4 adjusted EBITDA margin was 27.9%, down from prior year.
• · ClarkDietrich equity income contributions were down approximately $7 million in Q4 vs. prior year.
• · Full-year free cash flow conversion was 102% of adjusted net earnings.
• · Capital expenditures were $16M in Q4, including $7M for the modernization project; full-year modernization spend was $25M with $16M remaining.
• · Joint ventures provided $35M in dividends during Q4, representing 90% of equity income.
• · Net debt to trailing adjusted EBITDA ratio was less than 1.0x.
• · The company repurchased 350,000 shares for $18M in Q4.
• · Dividend increased 5% to $0.20 per share, payable in September 2026.
• · ASME tank shipments for data centers were $13M in FY2026; expected to ship at least that much in Q1 FY2027 alone.
• · Balloon Time Mini secured new placement in a majority of Walmart stores.
• · Worthington was named top workplace in Central Ohio for the 14th consecutive year.
• · Brand milestones: Balloon Time 40 years, Amtrol 80 years, BernzOmatic 150 years.
• · SG&A as a percentage of sales reduced by 150 basis points in Q4 and 200 basis points for the full year.
• · Wholly owned businesses full-year adjusted EBITDA grew 62% to $100M with margin expansion of 220 basis points to 11.7%.
• · Building products full-year adjusted EBITDA increased $27M (13%) to $240M despite a $19M decline in ClarkDietrich equity earnings.
• · Cooling and construction business faced a tough comparison due to elevated demand from A2L refrigerant transition in the prior year; management views this as a timing issue, not structural.
• · The company has a $500M undrawn revolving credit facility.
• · Operating cash flow was $72M in Q4 vs. $62M in prior year period.

26-06-2026

HASI issued $1.0 billion of 5.950% green senior unsecured notes due 2033 in a private offering to fund eligible green projects and temporarily repay outstanding borrowings under its credit facilities. The notes are guaranteed by several subsidiaries and carry a change-of-control repurchase provision at 101% of par. The company intends to register the notes for exchange, with a registration deadline of 364 days from issuance, and will pay additional interest if registration obligations are missed.

• · The notes mature on July 15, 2033, with semi-annual interest payments starting January 15, 2027.
• · Optional redemption before May 15, 2033 requires a make-whole premium; thereafter at par plus accrued interest.
• · Guarantees automatically terminate if a guarantor ceases to guarantee any Corporate Indebtedness (other than the notes) and has no outstanding Corporate Indebtedness issued by such guarantor.
• · Proceeds will temporarily repay borrowings under the unsecured credit facility or commercial paper programs; cash equal to net proceeds will be used for eligible green projects within 12 months preceding or two years following issuance.
• · No other current or future subsidiaries are required to guarantee the notes.
• · Registration rights agreement requires the exchange offer to be consummated no later than 364 days after the issue date.

26-06-2026

FedEx Freight Holding Company, Inc. (FDXF) filed an 8-K on June 26, 2026, disclosing executive compensation approvals made by its HRCC on June 24, 2026. The HRCC approved a short-term annual incentive plan (TY26 AIC Plan) for the transition period from June 1 to December 31, 2026, tied to adjusted consolidated operating income, and a long-term equity incentive program (TY26–CY28 LTIP) with performance stock units and restricted stock units. Additionally, the committee awarded spin-off completion bonuses—cash bonuses of $100,000 each to five executives and restricted stock units (RSUs) to multiple executives—and approved a new Equity-Based Retirement Policy, with a notable exception for CTO Michael Rodgers that accelerates vesting upon retirement at or after age 60.

• · The TY26 AIC Plan covers a transition year from June 1 to December 31, 2026; performance below threshold results in no payout; maximum payout is 200% of target.
• · Under the TY26–CY28 LTIP, PSUs are tied 50% to adjusted free cash flow and 50% to adjusted EPS; RSUs vest in three tranches (May 2027, March 2028, Feb 2029).
• · Neither LTIP PSUs nor LTIP RSUs accrue dividend equivalent rights, but Converted PSUs do.
• · The HRCC approved cash bonuses of $100,000 each to Messrs. Klank, Lyons, McCoy, Rodgers, and Witt for successful spin-off completion, plus RSUs of varying target values.
• · CFO Marshall W. Witt received an additional $585,000 cash bonus under his offer letter dated September 30, 2025.
• · The Equity-Based Retirement Policy uses a 70-point age-plus-service threshold (min age 55, min service 10 years) for qualified retirement treatment.
• · An exception was made for Michael Rodgers: his LTIP RSUs fully vest upon retirement at or after age 60 if employed through May 15, 2027; his Spin-Off RSUs fully vest upon retirement at or after age 60.
• · Upon death or disability, LTIP PSUs vest at target level, and LTIP RSUs and Spin-Off RSUs immediately vest.
• · The Converted PSUs held by John Smith ($825,000 target value) and four other executives ($155,000 each) now use the same performance measures as the LTIP PSUs.

26-06-2026

Atara Biotherapeutics announced the departure of Chief Accounting Officer Yanina Grant-Huerta effective July 17, 2026, and appointed Kevin G. Sarney as interim CFO, principal financial officer, and principal accounting officer effective June 26, 2026. Mr. Sarney, a Life Science Practice Leader at Charles River CFO, will serve under a consulting agreement with an hourly rate, receiving no direct compensation from the company.

• · Yanina Grant-Huerta's employment ends July 17, 2026.
• · Kevin G. Sarney, age 61, has over 25 years of finance and accounting experience with life science companies.
• · Mr. Sarney has been a consultant at CRCFO since January 2021.
• · He holds a B.S. in Management from University of Hartford, an M.S. in Accounting from Suffolk University, and an M.B.A. in Finance from Boston University.
• · Mr. Sarney is a licensed CPA in Massachusetts.
• · The consulting agreement may be terminated by either party upon 30 days written notice.
• · No family relationships or related person transactions exist between Mr. Sarney and the company.

26-06-2026

Willow Lane Acquisition Corp. II appointed Joseph Samuels as a Class I director on June 22, 2026. Mr. Samuels, founder and CEO of Islet Management, LP, brings extensive experience from Och-Ziff Capital Management, Pequot, and Merrill Lynch. The appointment was accompanied by standard joinder agreements consistent with the company's IPO terms.

• · Joseph Samuels, age 51, was appointed as a Class I director effective June 22, 2026.
• · Mr. Samuels has served as founder and CEO of Islet Management, LP since January 2018.
• · Previously, he was a Partner at Och-Ziff Capital Management (Dec 2003 – Jul 2016), serving as Co-Head of U.S. Equity Business and Head of Trading.
• · No family relationships or reportable transactions exist between Mr. Samuels and the company.
• · The company entered into a joinder to the letter agreement and indemnity agreement with Mr. Samuels on terms consistent with those filed on February 19, 2026.

26-06-2026

PetMed Express, Inc. disclosed that Director Leah A. Solivan will not stand for reelection at the 2026 annual meeting scheduled for August 11, 2026, and will continue serving until that date. The departure is not due to any disagreement with the company or its board. No financial impact or performance metrics were provided in this filing.

• · Leah A. Solivan's decision not to stand for reelection was not due to any disagreement with the Company or the Board.
• · The 2026 annual meeting of stockholders is scheduled for August 11, 2026.
• · Ms. Solivan will continue to serve as a director until the 2026 annual meeting.

26-06-2026

SmartKem, Inc. issued a convertible promissory note to Ferrox Critical Minerals on June 22, 2026, in connection with a material agreement. The filing includes the note as an exhibit and was signed by CFO Barbra C. Keck. No financial terms were disclosed beyond the existence of the convertible instrument, and the filing does not include financial statements or detailed terms.

• · The convertible promissory note was issued by Ferrox Critical Minerals to SmartKem, Inc., not the other way around.
• · The filing covers Items 1.01 (Entry into a Material Definitive Agreement), 3.02 (Unregistered Sales of Equity Securities), and 9.01 (Financial Statements and Exhibits).
• · No financial statements or material financial terms were provided in this 8-K.

26-06-2026

Advance Auto Parts Inc. disclosed the departure of Kristen L. Soler, EVP and Chief Human Resources Officer, effective June 26, 2026. She will remain in an advisory capacity through July 10, 2026, and will receive severance per her agreement. This senior-level exit may raise questions about leadership stability, though the Company thanked her for her service.

• · Ms. Soler will serve in an advisory role through July 10, 2026.
• · The departure is described as leaving 'to pursue other opportunities,' not performance-related.

26-06-2026

Motorsport Games Inc. (MSGM) announced on June 25, 2026, that its Board of Directors increased the board size to five members and appointed CEO and President Stephen Hood as a Class II director, effective immediately, with a term expiring at the 2028 annual meeting. Hood will not receive additional compensation for his board service and will continue under his existing employment agreement. No other arrangements, family relationships, or reportable transactions were disclosed.

• · The board size was increased from an unspecified number to five individuals.
• · Stephen Hood's director term expires at the 2028 annual meeting of stockholders.
• · No additional compensation will be provided to Hood for his director role beyond his existing employment agreement.
• · No family relationships exist between Hood and other directors or executive officers.
• · No transactions requiring disclosure under Item 404(a) of Regulation S-K were identified.

26-06-2026

Kroger Co. announced that Chairman Ronald L. Sargent will transition to a non-executive role effective July 1, 2026, receiving standard non-employee director compensation plus an additional $250,000 annual incentive share grant for his chairman service. At the 2026 Annual Meeting, shareholders elected all ten director nominees, approved executive compensation and the amended 2019 Long-Term Incentive Plan, ratified PwC as auditor, and rejected a shareholder proposal on GHG emissions reporting. While all director nominees received majority support, Ronald L. Sargent received the lowest 'For' votes (468,967,642) and the highest 'Against' votes (23,737,119) among the slate, and the advisory vote on executive compensation saw 54.6 million against votes (11.1% of votes cast).

• · Ronald L. Sargent served as Chairman since March 2025 and will cease as employee effective July 1, 2026.
• · Shareholder proposal on GHG emissions reductions was rejected with 404,190,678 votes against vs 85,776,050 for.
• · Ratification of PwC as auditor received 510,100,161 votes for, 43,721,635 against, and 2,341,593 abstain.
• · The Second Amended and Restated 2019 Long-Term Incentive Plan was approved with 469,692,587 for and 23,076,470 against.
• · Broker non-votes totaled 61,479,424 on all proposals except auditor ratification.

26-06-2026

Israel Acquisitions Corp (IAC) terminated its business combination agreement with Gadfin Ltd. on June 22, 2026, along with the related Sponsor Support Agreement. The termination follows a series of amendments to the original January 2025 agreement, and no new transaction has been announced.

• · The business combination agreement was originally entered into on January 26, 2025, and was amended multiple times before termination.
• · The agreement contemplated a structure where IAC and Gadfin would become wholly owned subsidiaries of a newly formed Israeli holding company, Gadfin Regev Holdings Ltd.
• · The Sponsor Support Agreement included provisions for forfeiture of up to 1,429,000 Sponsor Shares if the Sponsor's holding exceeded 30% of NewPubco's shares post-closing.
• · No reason for the termination was disclosed in the filing.

26-06-2026

Jaguar Uranium Corp. dismissed Summit Group CPAs, P.C. as its independent auditor and appointed Davidson & Company LLP as its new auditor, effective June 25, 2026. The change was approved by the Audit Committee and Board, with no disagreements or reportable events during the past two fiscal years or subsequent interim period. The filing is a routine auditor change with no adverse financial implications.

• · Summit Group's reports for fiscal years ended December 31, 2025 and 2024 contained no adverse opinion, disclaimer, or qualification.
• · No disagreements or reportable events occurred between the company and Summit Group during fiscal years 2024, 2025, or the subsequent interim period through June 25, 2026.
• · The company did not consult Davidson regarding accounting principles, audit opinions, or any matter that was the subject of a disagreement or reportable event prior to appointment.

26-06-2026

Veea Inc. entered into a Note Conversion Agreement with NLabs Inc., an affiliate of CEO Allen Salmasi, converting $4,132,910.49 in principal and accrued interest under Demand Notes into 41,329 shares of Series A-1 Preferred Stock and warrants to purchase up to 13,331,969 shares of common stock at $0.31 per share. The conversion eliminates debt but significantly dilutes existing common shareholders, as the preferred shares are convertible into up to 13,331,969 common shares at $0.31 per share. The warrants are exercisable from January 1, 2027, through June 25, 2031.

• · The Note Conversion Agreement was entered into on June 25, 2026.
• · The Common Warrants have an exercise price of $0.31 per share and are exercisable from January 1, 2027 to June 25, 2031.
• · The Series A-1 Preferred Stock carries voting rights on an as-converted basis and dividend rights equivalent to common stock.
• · The issuance was exempt from registration under Section 3(a)(9) of the Securities Act.
• · A Certificate of Designation for Series A-1 Preferred Stock was filed with the Delaware Secretary of State on June 25, 2026.
• · The company has 550,000,000 authorized common shares and 1,000,000 authorized preferred shares.
• · The Series A-1 Preferred Stock is convertible into common stock at $0.31 per share, resulting in 323 common shares per preferred share.

26-06-2026

Bristow Group Inc. (NYSE: VTOL) announced a definitive agreement to acquire Berry Aviation, Inc. from Acorn Capital Management for $105 million in an all-cash transaction, expected to close in Q3 2026. The acquisition adds differentiated special mission capabilities and long-term U.S. defense/government customer relationships, shifting Bristow's revenue mix toward more durable contracted government services. However, Bristow also announced plans to exit its Norway Offshore Energy Services business, and the combined pro forma impact on 2025 EBITDA is neutral, highlighting a balanced but mixed strategic repositioning.

• · Berry Aviation's government customers include U.S. Army, U.S. Air Force, U.S. Special Operations Command (SOCOM), U.S. Transportation Command (TRANSCOM) and more.
• · Berry Aviation holds certifications including Commercial Airlift Review Board (CARB), Commission on Accreditation of Medical Transport Systems (CAMTS), Part 135 Airdrop authorization, and ability to operate in GPS-denied airspace.
• · The acquisition is expected to close in Q3 2026, subject to customary closing conditions.
• · Bristow intends to fund the transaction with cash on hand.
• · Berry Aviation's leadership team is expected to remain in their roles post-closing.
• · Bristow expects to continue pursuing other opportunities in Norway, such as those in the Advanced Air Mobility space.
• · The timing and structure of any sale of the Norway business remain subject to market conditions.
• · Bristow currently has customers in Australia, Brazil, Canada, Chile, the Dutch Caribbean, the Falkland Islands, Ireland, the Netherlands, Nigeria, Norway, Spain, Suriname, Trinidad, the United Kingdom and the United States.

26-06-2026

H.B. Fuller Company announced a recommended cash offer to acquire Advanced Medical Solutions Group plc for £2.85 per share, valuing the total enterprise at £715 million (pre-synergy EBITDA multiple of 12.9x). The deal is expected to extend H.B. Fuller's capabilities in high-growth medical segments, increase its total addressable market by $15 billion to $95 billion, and deliver approximately $55 million in run-rate synergies by 2031. However, the transaction is subject to shareholder and regulatory approvals, carries integration risks, and will increase leverage before the company targets deleveraging to 2.5x–3x within two years.

• · Pre-synergy EBITDA multiple is 12.9x based on 2026 AMS consensus EBITDA under IFRS; with full run-rate synergies, the multiple drops to less than 8x.
• · H.B. Fuller expects to deleverage to its target of 2.5x–3.0x within two years after closing.
• · The new medical segment will immediately account for approximately 10% of the combined company's revenues and EBITDA.
• · Since 2023, H.B. Fuller increased EBITDA by 55% and EBITDA margins by over 1,000 basis points across 11 acquired businesses.

26-06-2026

Iron Mountain completed a private offering of $1.5B in 6.250% Senior Notes due 2035, generating net proceeds of approximately $1.482B. The company will use the proceeds to repay revolving credit facility borrowings and for general corporate purposes. The notes are unsecured senior obligations guaranteed by the company's U.S. subsidiaries.

• · The Notes mature on January 15, 2035, unless earlier redeemed or repurchased.
• · Interest is payable semi-annually on January 15 and July 15, with first payment on January 15, 2027.
• · The company may redeem up to 40% of the Notes with net proceeds from certain equity offerings before July 15, 2029, provided at least 50% of the original principal remains outstanding.
• · The Indenture includes customary events of default and restrictive covenants limiting sale-leaseback transactions and liens.
• · The Notes were offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.

26-06-2026

VeriSign completed a registered offering of $550 million aggregate principal amount of 5.100% Senior Notes due 2031. The notes will mature on July 15, 2031, with semi-annual interest payments starting January 15, 2027. The offering provides the company with additional liquidity, but increases its debt obligations.

• · The notes are senior unsecured obligations and rank equally with other senior indebtedness.
• · The indenture includes covenants restricting liens, sale and leaseback transactions, and mergers.
• · Upon a change of control repurchase event, the company must offer to repurchase notes at 101% of principal plus accrued interest.
• · The company may redeem notes prior to June 15, 2031 at a make-whole premium, and on or after that date at 100% of principal.

26-06-2026

Integer Holdings Corp announced the transition of Jim Stephens from President, Cardiac Rhythm Management & Neuromodulation to Executive Vice President, Special Projects, effective June 29, 2026, with the role ending on March 31, 2027. The Compensation Committee approved the change, and Mr. Stephens will not be eligible for short-term or long-term incentive awards in 2027. The filing does not include any financial results or period-over-period comparisons.

• · The new role of Executive Vice President, Special Projects ends on March 31, 2027, unless terminated earlier by Mr. Stephens or the Company.
• · If a Change of Control occurs on or before the Termination Date and Mr. Stephens remains employed through that date, his separation will be treated as a termination without Cause under the Amended and Restated Change of Control Agreement dated May 22, 2026.
• · All other terms and conditions of Mr. Stephens' employment remain unchanged.

26-06-2026

Home Bancorp, Inc. (HBCP) announced the separation of its CEO and President roles effective July 1, 2026. John W. Bordelon will remain CEO and Chairman, while Darren E#. ##.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# # Management succession is framed as supportive of future growth and shareholder value, with no mention of any operational or financial weakness prompting the change.

26-06-2026

Goodyear announced that CFO Christina Zamarro will depart on July 10, 2026, to pursue another opportunity, and appointed Scott Deakin as interim CFO effective July 1. Deakin brings over 25 years of financial experience, including serving as CFO of Gypsum Management & Supply. The company has initiated a search for a permanent CFO.

• · Zamarro served as CFO for three of her 20 years at Goodyear.
• · Deakin previously served as CFO at Gypsum Management & Supply from 2019 to 2026.
• · Goodyear operates two Innovation Centers in Akron, Ohio, and Colmar-Berg, Luxembourg.

26-06-2026

URSB Bancorp, Inc. appointed Michael L. Hammer to its Board of Directors, effective July 29, 2026, to serve in the class with terms expiring in 2026. Mr. Hammer, recommended by community bank investor Lawrence B. Seidman, will also join the Audit and Nominating/Corporate Governance Committees. The filing notes no material transactions involving Mr. Hammer exceeding $120,000.

• · Mr. Hammer is Chief Compliance Officer and Portfolio Manager of Veteri Place Corporation and an Independent Registered Representative of LPL Financial.
• · He previously served on the boards of HV Bancorp, Inc. and Simsbury Bank & Trust Company, Inc.
• · No transactions since the beginning of the Company’s last fiscal year involving Mr. Hammer exceeded $120,000.

26-06-2026

FutureFuel Corp. (NYSE: FF) announced on June 26, 2026 that director Paul M. Manheim will not stand for re-election and will retire from the Board effective at the Company’s 2026 annual meeting; he had served on the Board since 2015 and chaired the Audit Committee while also serving on the Compensation Committee. The Board approved reducing its size to eight members effective at the Annual Meeting and is evaluating committee composition changes — there were no disputes or disagreements leading to the resignation.

• · Resignation is effective as of the Company’s 2026 annual meeting (Annual Meeting).
• · Company states the resignation was not the result of any dispute or disagreement with the Company or the Board.
• · Board will evaluate changes to the composition of its Committees following the reduction in size.

26-06-2026

Universal Logistics Holdings, Inc. (ULH) subsidiary UTSI Finance, Inc. sold a Kearny, New Jersey facility to Lakeshore Ventures LLC for $38.0 million in cash and simultaneously acquired all membership interests of Passaic Ventures LLC, which owns a Newark, New Jersey facility. The transactions were with an affiliate of Chairman Matthew T. Moroun and director Matthew J. Moroun, but were approved by disinterested board members including the Audit Committee.

• · The transactions were consummated on June 24, 2026, the same date the agreements were entered into.
• · The Kearny REPA and Passaic MIPA are filed as Exhibits 10.1 and 10.2 to the 8-K.
• · The cash consideration of $38.0 million is subject to adjustments, prorations, and credits per the Kearny REPA.

26-06-2026

Venture Global, Inc. announced that its subsidiary, Venture Global Shipping Holdings, LLC, has closed a $1.5 billion senior secured vessel financing facility maturing in June 2032. Proceeds will be used to reimburse payments for nine LNG carriers and for general corporate purposes. The company touts over 100 MTPA of LNG capacity across production, construction, or development.

• · The facility matures on June 26, 2032.
• · Deutsche Bank and ING acted as coordinating lead arrangers; ING also serves as facility agent and security trustee.
• · Venture Global began producing LNG from its first facility in 2022.
• · The company's first three projects (Calcasieu Pass, Plaquemines LNG, CP2 LNG) are located in Louisiana.
• · The filing includes forward-looking statements with standard risk disclaimers.

26-06-2026

RMX Industries, Inc. extended the maturity date of its Initial Senior Secured Convertible Note from May 30, 2026 to August 31, 2026, via email agreement with the institutional investor on June 22, 2026. The Note, originally issued on November 5, 2025, has an aggregate principal amount of $2,020,000 and carries a 15% interest rate. This extension provides short-term liquidity relief but indicates potential cash flow challenges, as the company has already extended the maturity once before.

• · The Initial Note was originally set to mature on March 31, 2026, and was previously extended to May 30, 2026.
• · The extension was agreed via email, indicating an informal amendment process.
• · The company is an emerging growth company and has elected not to use the extended transition period for complying with new accounting standards.

26-06-2026

Cboe Global Markets, Inc. has amended and restated its €1.5B facility agreement dated 1 July 2020, with effect from 23 June 2026. The amendment adjusts lender commitments, including the cancellation of one outgoing lender's commitment and changes to continuing and reducing lenders. The company confirms that existing security and guarantees continue in full force and effect under the amended terms.

• · The amendment effective date is 26 June 2026, subject to satisfaction of conditions precedent.
• · One outgoing lender's commitment is cancelled in full; continuing lenders' commitments are adjusted (some reduced, some increased).
• · The amended agreement incorporates security under English, Irish, and Swedish law governed documents from prior restatements.
• · Cboe's latest audited financial statements referenced are for the year ended 31 December 2025.

26-06-2026

Stratus Properties Inc. completed the sale of the retail component of Jones Crossing in College Station, Texas for $46.5 million in cash, generating pre-tax net cash proceeds of approximately $21.7 million after selling costs and loan repayment. This is the company's fourth recent sale of a stabilized retail project as part of its plan of complete liquidation and dissolution, approved by stockholders on June 1, 2026. While the sale marks continued progress in monetizing assets, Stratus retains the 21-acre multi-family component of Jones Crossing, and the ultimate amount and timing of distributions to stockholders remain uncertain.

• · Stockholders approved the Plan of Liquidation at the 2026 annual meeting on June 1, 2026, and the Board had previously approved it.
• · The sale includes 154,092 sq ft of retail space, two retail pad sites subject to ground leases, and approximately 22 undeveloped commercial acres.
• · Stratus retains the 21-acre multi-family component of Jones Crossing, including the ground lease underlying the multi-family property.
• · The company has a development portfolio of approximately 1,500 acres of commercial and residential projects under development or undeveloped land.
• · Risks include unexpected transaction costs, delayed closings, liquidation costs, and the ability to market and sell all assets.

26-06-2026

Dominari Holdings Inc. (DOMH) dismissed CBIZ CPAs P.C. as its independent registered public accounting firm on June 24, 2026, effective immediately, and concurrently engaged Grassi & Co., CPAs, P.C. as its new auditor for the fiscal year ending December 31, 2026. The dismissal follows the prior appointment of CBIZ CPAs in April 2025 after Marcum LLP was dismissed. CBIZ CPAs' reports for the period did not contain adverse opinions, but the Company disclosed material weaknesses in internal control over financial reporting, including lack of personnel, insufficient fair value accounting review, lack of segregation of duties, IT control deficiencies, and inadequate control documentation.

• · CBIZ CPAs was appointed on April 25, 2025 after Marcum LLP was dismissed, and served only until June 24, 2026 — a period of about 14 months.
• · Material weaknesses disclosed include: lack of personnel for accurate and timely close, insufficient fair value transaction review, lack of segregation of duties, IT user access control deficiencies, and inadequate control documentation.
• · Neither the Company nor anyone on its behalf consulted with Grassi regarding accounting principles or audit opinion prior to engagement for fiscal years 2025, 2024, or the interim period through June 24, 2026.
• · CBIZ CPAs agreed with the statements made by the Company in the Form 8-K, as confirmed in a letter to the SEC dated June 26, 2026.

26-06-2026

Firefly Neuroscience, Inc. (AIFF) and an accredited investor mutually terminated the securities purchase agreement dated May 6, 2026, effective June 25, 2026. The agreement had provided for the sale of up to 666,667 units at $1.50 per unit for aggregate gross proceeds of up to $1,000,000, but no funds were raised before termination.

• · The Purchase Agreement was governed by Section 5.3 for mutual termination.
• · The original Purchase Agreement was disclosed in an 8-K filed on May 12, 2026.
• · No proceeds were received before the termination.

26-06-2026

Ernexa Therapeutics Inc. (ERNA) announced the resignation of Sandra Gurrola, Senior Vice President of Finance, effective July 3, 2026. The resignation is not due to any disagreement with the company. A search for a successor has been initiated, and the company will use outside support for finance, accounting, and reporting matters in the interim.

• · Resignation effective date: July 3, 2026.
• · Transition assistance offered through filing of Q2 2026 10-Q (quarter ended June 30, 2026).
• · Compensation for transition services not yet determined.
• · Company will use additional outside support for finance, accounting, and reporting until a successor is appointed.

26-06-2026

Contango Silver & Gold Inc. (CTGO) dismissed Baker Tilly US, LLP as its independent auditor and appointed BDO Canada LLP as its new independent registered public accounting firm, effective June 24, 2026. The change was approved by the Audit Committee and was not due to any disagreements or reportable events; Baker Tilly's audit reports for fiscal years 2024 and 2025 were unqualified. BDO will audit the company's financial statements for the fiscal year ending December 31, 2026.

• · The dismissal and appointment were both approved by the Audit Committee on June 24, 2026.
• · No disagreements or reportable events occurred during fiscal years 2024, 2025, or the subsequent interim period through June 24, 2026.
• · Baker Tilly's audit reports for the years ended December 31, 2025 and 2024 were unqualified (no adverse opinion, disclaimer, or modification).
• · The company provided Baker Tilly with a copy of the 8-K prior to filing and requested a letter to the SEC; Baker Tilly's letter is filed as Exhibit 16.1.
• · Neither the company nor anyone on its behalf consulted BDO regarding accounting principles, audit opinions, disagreements, or reportable events prior to engagement.

26-06-2026

Healthcare Triangle, Inc. filed a Certificate of Designations creating 23,000 shares of Series C Convertible Preferred Stock, each with a stated value of $1,000 per share. The shares are convertible into 430.2 shares of common stock per preferred share at the company's option, subject to stockholder approval. The Series C ranks senior to all other capital stock but junior to all indebtedness, and holders are not entitled to dividends.

• · The Series C Convertible Preferred Stock has no maturity date, no sinking fund, and no mandatory redemption.
• · Upon liquidation, holders receive the amount they would have received if converted to common stock immediately prior to liquidation, subject to senior securities.
• · Conversion is at the corporation's option, not the holder's, and only after stockholder approval is obtained.
• · The conversion ratio is subject to anti-dilution adjustments for stock dividends, splits, and combinations.
• · No fractional shares are issued upon conversion; the company rounds up to the next whole share.
• · The company must reserve sufficient authorized common shares for conversion of all outstanding Series C shares.
• · Any converted or reacquired shares resume status as authorized but unissued preferred stock.

26-06-2026

Charles & Colvard, Ltd. (CTHR) entered into an Overbid Purchase Agreement with AJS Creations, Inc. on June 22, 2026, as disclosed in an 8-K filed June 26, 2026. The filing contains extensive forward-looking statements and risk factors related to the company's Chapter 11 bankruptcy process, including risks to liquidity, employee retention, and court approvals. No financial terms of the agreement were disclosed.

• · The Overbid Purchase Agreement was entered into during the company's Chapter 11 bankruptcy proceedings.
• · The filing includes extensive cautionary language about risks including ability to obtain court approval, increased legal costs, liquidity constraints, and employee attrition.
• · No financial details or purchase price were disclosed in this filing.
• · The agreement was signed by CFO Clint J. Pete on behalf of the registrant.