US Material Events SEC 8-K Filings — July 22, 2026

Material Events Monitor

By Gunpowder Editorial ·

50 high priority 50 total filings analysed

Executive Summary

The July 22, 2026 filings reveal a market dominated by transformative M&A and strategic capital events, with three major acquisitions (Public Storage/NSA, Progress Software/Domo, Vita Coco/Copra) totaling over $575 million in disclosed value, signaling consolidation in self-storage, enterprise software, and consumer staples.

Leadership transitions are widespread, with 15+ filings involving C-suite or board changes, including significant CEO successions at Jackson Financial and FirstCash Holdings, though most appear planned and orderly. Financial health signals are mixed: RPM International reported record sales with 7.2% YoY growth but GAAP net income declined 2%, while First Community Corp posted a 46.5% YoY net income surge driven by acquisition synergies. Several micro-cap companies face acute distress, including NEXT-ChemX (change of control, $1.61M debt default), 20/20 Biolabs (Nasdaq delisting risk), and Onar Holding (costly $1.5M litigation settlement), creating a bifurcated landscape where well-capitalized firms execute growth strategies while weaker entities struggle for survival. The most actionable theme is the convergence of AI and data readiness, with Progress Software's $400M Domo acquisition and Guidewire's AI-focused board appointment highlighting corporate urgency to capture AI-driven productivity gains.

Materiality, sentiment, and priority are scored by Gunpowder’s analysis pipeline. How we score filings →

Filing types in this digest: 8-K

Tracking the trend? Catch up on the prior US Material Events SEC 8-K Filings digest from July 21, 2026.

Investment Signals (12)

  • Completed transformative NSA acquisition adding 1,000+ properties and 550,000 units, with $110-130M run-rate synergies ($0.35-0.50/share) expected within 3-4 years, accretive to FFO in year one

  • Progress Software (PRGS) (BULLISH)

    Acquiring Domo's AI/data platform for $400M cash, adding 2,400+ business customers, reiterated guidance at/above high end of prior range, signaling strong operational momentum and strategic bolt-on

  • Vita Coco (COCO) (BULLISH)

    Acquired Copra for $175M upfront (80% cash, 20% stock) with $45-100M earnout, Copra expects >$100M 2026 sales, deal accretive to Adjusted EBITDA margins post-integration, strong strategic fit in premium coconut water

  • RPM International (RPM) (BULLISH)

    Record Q4 sales $2.23B (+7.2% YoY), record adj. EPS $1.89 (+9.9% YoY), board authorized $700M buyback increase (3.5% of market cap), guided FY2027 sales growth 3-7% and EBITDA growth 5-10%

  • First Community Corp (FCCO) (BULLISH)

    Q2 net income $7.6M (+46.5% YoY, +38.1% QoQ), NIM expanded to 3.51% (9th consecutive quarter), loan yield 6.02% (+8bps QoQ), Signature Bank acquisition driving outperformance

  • Hillman Solutions (HLMN) (BULLISH)

    Closed $735M Term Loan B (SOFR+200bps, maturing 2033) and $375M ABL Revolver (SOFR+125bps, maturing 2031), zero balance on revolver, extending maturities and enhancing financial flexibility at consistent pricing

  • Tempest Therapeutics (TPST) (BULLISH)

    Entered collaboration with Senlang for TPST-4003 (in vivo CAR-T), first patient dosing expected Q4 2026, initial data H1 2027, targeting autoimmune/oncology with novel CD7-targeted mRNA/LNP delivery

  • Elected Joe DePinto (former 7-Eleven CEO) to board, bringing operational and omnichannel expertise to accelerate enterprise strategy, no negative metrics reported

  • Wynn Resorts (WYNN) (BULLISH)

    Macau approved Cotai land expansion for new Wynn Palace hotel/theatre, 60-month build timeline, ~$80.8M land premium, significant growth catalyst in Macau's recovery

  • Change of control to two investors via 80,000 Series B Preferred shares (58% voting power) in exchange for $400K debt cancellation, but remains in default on $1.61M total debt with maturities extended only to Dec 31, 2026

  • Received Nasdaq deficiency notice for sub-$1 bid price, standstill agreement with Streeterville prevents conversion for 120 days only if stock trades 10% above minimum, high delisting risk

  • Onar Holding (ONAR) (BEARISH)

    Settled $1.5M promissory note litigation with 18% simple interest from March 2024, $50K immediate payment, $300K by Aug 30, 2026, then 14 quarterly $75K payments through Feb 2030, significant cash drain

Risk Flags (10)

  • $1.61M total debt in default (ten Series F notes $840K principal, seven promissory notes $770K principal), maturities extended to Dec 31, 2026 but company acknowledges imminent default again, change of control adds governance uncertainty

  • Received deficiency notice July 17, 2026 for failing $1 minimum bid price for 30 consecutive days, 180-day compliance window ends Jan 13, 2027, standstill with Streeterville provides limited protection, potential for forced conversion and dilution

  • $1.5M principal + 18% simple interest from March 2024, total obligation likely exceeds $1.8M, 14 quarterly payments through 2030, company's ability to service debt unclear given micro-cap status

  • Consumer Group organic sales declined 0.8% YoY in Q4, adjusted EBIT growth only 2.6% (weakest segment), $9.7M non-cash impairment charge on Color Group, DIY market softness persisting

  • Past due loan ratio increased to 0.26% from 0.17% QoQ (53% increase), total deposits declined to $2.025B from $2.048B at March 31, 2026, despite strong earnings growth

  • $175M upfront (largest deal in company history), supply chain expansion needed, capacity increases required, customer retention risk, earnout structure ($45-100M) creates potential for future disputes

  • Adopted Tax Benefits Preservation Plan (4.9% trigger) on July 22, 2026, same day as asset sale announcement, suggests significant NOLs at risk of Section 382 limitation, rights expire July 20, 2029

  • Required waiver from Macquarie for ATM program deadline extension, need for waiver suggests potential covenant compliance challenges, must establish $100M ATM within 60 days of Macquarie's notice

  • Filed 8-K for material definitive agreement creating direct financial obligation, no counterparty, value, or terms disclosed, uncertainty around leverage, dilution, or restrictive covenants

  • CFO Keith Regnante resigns effective Aug 3, 2026, interim CFO appointed (corporate controller), search for permanent CFO underway, no severance for departing CFO, leadership vacuum during critical period

Opportunities (10)

  • $110-130M run-rate synergies ($0.35-0.50/share) over 3-4 years, joint venture structure limits direct ownership of 313 properties but provides management fees, accretive to FFO year one, dominant market position in self-storage

  • $400M cash for 2,400+ customers and AI/data platform, guidance reiterated at/above high end, Q3 FY2026 closing expected by Nov 30, 2026, potential for revenue synergies and cross-selling into Progress' existing base

  • $700M share repurchase authorization increase (3.5% of market cap), record sales and EPS, guided FY2027 sales growth 3-7% and EBITDA growth 5-10%, strong cash generation supports both organic investment and shareholder returns

  • NIM expanded for 9th consecutive quarter to 3.51%, loan yield 6.02% (+8bps QoQ), Signature Bank acquisition driving outperformance, Q2 net income +46.5% YoY, well-positioned in rising rate environment

  • TPST-4003 combines CD7-targeted mRNA/LNP delivery with dual-target CD19/BCMA CAR construct, first patient dosing Q4 2026, initial data H1 2027, targeting autoimmune (MG/MS) and oncology, novel mechanism with broad applicability

  • $735M Term Loan B at SOFR+200bps maturing 2033, $375M ABL Revolver at SOFR+125bps maturing 2031, zero balance on revolver, extended maturities reduce refinancing risk, consistent pricing indicates strong credit profile

  • Cotai land concession amended for new Wynn Palace hotel/theatre/entertainment center, 60-month build timeline, ~$80.8M land premium, positions Wynn for Macau's tourism recovery and gaming market growth

  • Dr. Alexander Vollert (former AXA COO, AI transformation leader) joins board effective Aug 1, 2026, supports AI infusion into platform, insurance industry expertise aligns with core market

  • Joe DePinto (former 7-Eleven CEO) elected to board, brings operational, loyalty, fresh food, and omnichannel expertise, supports enterprise strategy under CEO Fiddelke, no negative metrics reported

  • Farrell Simon (Trevi Therapeutics CCO, former Pfizer senior commercial leader) appointed to board, supports financings totaling $400M+, SER-252 registrational study underway (Phase 1b, n=88), POZ Platform potential

Sector Themes (6)

  • Self-Storage Consolidation Accelerates (HIGH IMPACT)

    Public Storage's $multi-billion acquisition of National Storage Affiliates Trust (1,000+ properties, 550,000 units) marks the largest deal in the sector, with $110-130M expected synergies, signaling industry consolidation as operators seek scale to manage costs and enhance technology

  • AI/Data Platform M&A Heats Up (HIGH IMPACT)

    Progress Software's $400M acquisition of Domo's AI and data platform, combined with Guidewire's AI-focused board appointment, reflects corporate urgency to acquire AI-ready data infrastructure, with deal values reflecting strategic premiums for customer bases and data assets

  • Leadership Transitions Signal Strategic Pivots (MEDIUM IMPACT)

    15+ filings involve C-suite or board changes, with notable CEO successions at Jackson Financial (after 40-year tenure), FirstCash Holdings (planned transition), and American Healthcare REIT (following medical leave), suggesting a wave of generational leadership changes across sectors

  • Micro-Cap Distress Intensifies (MEDIUM IMPACT)

    Multiple micro-cap companies face acute financial distress: NEXT-ChemX (change of control, $1.61M default), 20/20 Biolabs (Nasdaq delisting), Onar Holding ($1.5M+ litigation settlement), and New Era Energy (covenant waiver), highlighting capital access challenges for smaller firms in a rising rate environment

  • Consumer Staples See Premium Brand Acquisitions (MEDIUM IMPACT)

    Vita Coco's $175M acquisition of Copra (super-premium Thai coconut water) at ~1.75x expected 2026 sales reflects premium valuations for high-growth, on-trend brands in the functional beverage space, with earnout structures aligning incentives for continued performance

  • Regional Banks Benefit from Acquisition Synergies (MEDIUM IMPACT)

    First Community Corp's 46.5% YoY net income surge driven by Signature Bank acquisition, with NIM expanding for 9th consecutive quarter to 3.51%, demonstrating how well-executed bank acquisitions can drive outsized returns in a favorable rate environment

Watch List (8)

  • Monitor for further defaults on $1.61M debt after Dec 31, 2026 extension, change of control dynamics, potential for additional dilutive financing or bankruptcy filing

  • 180-day compliance window ends Jan 13, 2027, monitor stock price for sustained $1+ close, potential for reverse stock split or other remedial actions, standstill agreement expiration risk

  • Expected by Nov 30, 2026, monitor regulatory approvals, stockholder vote, and integration progress, guidance updates will signal deal confidence

  • Track synergy realization ($110-130M run-rate), joint venture performance (313 properties), and FFO accretion over next 3-4 years, Q3 2026 earnings will provide early integration metrics

  • Monitor supply chain expansion, capacity increases, customer retention, and 2028 performance for earnout determination ($45-100M), Q3 2026 earnings will reveal early integration progress

  • Watch for DIY market improvement, Consumer Group organic sales trends, and Color Group impairment resolution, FY2027 guidance of 3-7% sales growth implies consumer stabilization

  • Don Cummings becomes CEO Oct 1, 2026, Brian Walta becomes CFO same date, monitor strategic direction changes and Q3 2026 earnings for commentary on capital allocation priorities

  • Brent Stuart becomes CEO Jan 1, 2027, Rick Wessel becomes Executive Chairman for at least 3 years, monitor for strategic shifts in pawn/lending operations and international expansion plans

Filing Analyses (50)
NEXT-ChemX Corporation. 8-K mixed materiality 9/10

22-07-2026

NEXT-ChemX Corporation (CHMX) disclosed a change of control on July 17, 2026, after issuing 80,000 Series B Preferred Shares to two accredited investors, Ann Mollicone and Arastou Mahjoory, in exchange for $400,000 in debt cancellation. The investors now hold approximately 58% voting control (40,000,000 votes) of the company. However, the company remains in default on $1.61 million in total debt (ten Series F convertible notes with $840,000 principal and seven promissory notes with $770,000 principal), and while note holders extended maturities to December 31, 2026, the company acknowledges it will again shortly be in default.

  • · Each Series B Preferred Share is convertible into 500 common shares and carries 500 votes.
  • · Series B Preferred Stock ranks senior to all common stock and any junior class of securities.
  • · No dividends shall be paid on Series B Preferred Stock.
  • · The Certificate of Designation was filed with the Nevada Secretary of State on June 29, 2026.
  • · The Board of Directors unanimously passed a resolution on July 16, 2026, authorizing the new class of stock.
GBT Technologies Inc. 8-K neutral materiality 5/10

22-07-2026

GBT Technologies Inc. (GTCH) announced the expiration of Patrick Bertagna's employment agreement as Interim CEO and his resignation from the Board, effective July 15, 2026, with no disagreement with the company. Immediately prior, Bertagna appointed Minh Collins, President of wholly-owned subsidiary Cube X Media Corporation, as CEO and director, effective July 16, 2026. Collins brings over 20 years of film and TV production experience but has no prior public company leadership or technology background, marking a significant shift in management.

  • · Minh Collins was appointed by the sole departing director, Patrick Bertagna, immediately before Bertagna's resignation.
  • · Collins will serve as director until the 2027 Annual Meeting of Stockholders or until successor elected.
  • · Collins has no family relationships with any director or executive officer and no reportable transactions under Item 404(a).
  • · The company's principal executive offices are at 117 W. 9th Street, Los Angeles, CA 90015.
WINDTREE THERAPEUTICS INC /DE/ 8-K neutral materiality 6/10

22-07-2026

Windtree Therapeutics, Inc. (WINTW) entered into an Asset Purchase Agreement dated December 16, 2025, with Seismic Pharmaceuticals Operations, LLC as Buyer and Seismic Pharmaceuticals Inc. as Seller, under which Windtree's subsidiary sells certain assets for a $150,000 upfront cash payment plus potential contingent payments. The deal includes a $700,000 contingent payment if Buyer completes a $10 million+ financing round, and a 20% royalty on future licensing revenue (subject to a $1.2 million buy-out put). The transaction closed on the agreement date, with the Taiwanese subsidiary transfer effective January 1, 2026.

  • · The Agreement is dated and effective as of December 16, 2025.
  • · Seller retains all assets not listed as Purchased Assets, including cash, minute books, insurance policies, and excluded assets on Schedule B.
  • · Buyer assumes only specific liabilities: post-Closing obligations under Assumed Contracts and vendor payments listed on Schedule C.
  • · All other liabilities (Excluded Liabilities) remain with Seller or Parent, including product liability claims from pre-Closing use of the Product.
  • · The Taiwanese subsidiary (CVie Therapeutics Limited) transfer to Buyer is to be effective on January 1, 2026.
  • · Seller warrants sole and valid title to Purchased Assets, free of liens, and that Program Patents have never been found invalid or unenforceable.
Mitesco, Inc. 8-K neutral materiality 5/10

22-07-2026

Mitesco, Inc. announced its Centcore unit's expansion into the $26 billion edge computing market with a new compact, low-power platform called 'TC/DC.' The platform targets residential, rural, and small-business deployments, with prototype testing expected in late Q3 FY2026 and initial commercial deliveries in Q1 FY2027. The company aims to scale to approximately 10,000 deployed units within 18-24 months, but the filing contains no financial results or officer changes, and the initiative is still in early development with no current revenue.

  • · Prototype testing expected in late Q3 FY2026, initial commercial deliveries in Q1 FY2027.
  • · Target of 10,000 deployed units within 18-24 months.
  • · Edge computing market projected CAGR of 34.10% from 2025 to 2034.
  • · North America held 35.70% market share in 2025.
  • · 75% of data expected to be created outside central data centers by 2025.
  • · Potential use in public housing to offset costs.
  • · Distribution strategy leverages Robo-Agent user base of over 1 million active participants.
  • · TC/DC is a hybrid, battery-driven design with multiple processor options.
agilon health, inc. 8-K neutral materiality 4/10

22-07-2026

agilon health, inc. announced the termination of Chief Technology Officer Girish Venkatachaliah, effective August 1, 2026. He will receive cash severance of $766,063 paid over 12 months and continued equity vesting through April 30, 2027, and will provide transition consulting services through December 31, 2026. No financial results or period-over-period comparisons are included in this filing.

  • · Separation effective date: August 1, 2026
  • · Consulting services through December 31, 2026 for no additional cash consideration
  • · Continued equity vesting through April 30, 2027 for transformation award and time-based RSUs
  • · Severance Agreement includes a general release
Legacy Housing Corp 8-K neutral materiality 3/10

22-07-2026

Curtis D. Hodgson resigned from the board of Legacy Housing Corp effective July 21, 2026 at 5pm, citing personal reasons at age 72. The departure appears amicable, with Hodgson expressing gratitude and offering to remain available. No financial impact or replacement was disclosed.

  • · Resignation effective July 21, 2026 at 5pm
  • · Hodgson is 72 years old
  • · No replacement or interim director announced
  • · Hodgson offered to remain available by phone
BECTON DICKINSON & CO 8-K neutral materiality 3/10

22-07-2026

BD (Becton, Dickinson and Company) announced that Dr. Michael Garrison, EVP and President of Medical Essentials and BioPharma Systems, will retire effective October 2, 2026, after more than 20 years with the company. A search is underway for a new president of Medical Essentials, while BioPharma Systems will report directly to CEO Tom Polen, streamlining the operating model. The announcement is a routine leadership transition with no financial impact disclosed.

  • · Garrison's retirement is effective Oct. 2, 2026.
  • · Garrison will remain in his role through the end of the fiscal year.
  • · BioPharma Systems will report directly to CEO Tom Polen going forward, reflecting its strategic importance as a growth driver.
  • · Garrison held previous roles including EVP and President of BD's Medical segment, worldwide president of Medication Management Solutions, and worldwide president of Surgery.
  • · Garrison joined BD in 2005.
RPM INTERNATIONAL INC/DE/ 8-K mixed materiality 8/10

22-07-2026

RPM International reported record fiscal 2026 fourth-quarter sales of $2.23B (+7.2% YoY) and full-year sales of $7.86B (+6.7% YoY), with record adjusted diluted EPS of $1.89 (+9.9% YoY) for Q4 and $5.53 (+4.3% YoY) for the full year. However, GAAP net income declined 2.0% in Q4 and 4.0% for the full year, and the Consumer Group posted a 0.8% organic sales decline due to soft DIY markets. The Board authorized a $700M increase to the share repurchase program, and management guided for fiscal 2027 sales growth of 3%-7% and adjusted EBITDA growth of 5%-10%.

  • · The Consumer Group recorded a 0.8% organic sales decline in Q4 due to softness in DIY markets.
  • · Consumer Group adjusted EBIT growth was only 2.6% YoY, the weakest among all segments, and included a $9.7M non-cash impairment charge related to the Color Group.
  • · PCG adjusted EBIT was partially offset by a $3.2M bad debt expense from a customer bankruptcy.
  • · Full-year GAAP net income declined 4.0% to $661.4M and diluted EPS fell 3.4% to $5.17.
  • · Cash provided by operating activities was $898.7M, the second-highest in company history.
  • · Total debt decreased to $2.53B from $2.65B a year ago.
  • · Total liquidity improved to $1.09B from $969.1M a year ago.
  • · The company returned $349.2M to stockholders through dividends and buybacks, up 7.3% YoY.
  • · Fiscal 2027 first-quarter outlook calls for mid-single-digit sales and adjusted EBITDA growth across all segments.
  • · Fiscal 2027 full-year outlook: sales +3% to 7%, adjusted EBITDA +5% to 10%.
  • · Investor day scheduled for November 9, 2026.
  • · Starting in FY27, the company will use adjusted EBITDA as its primary profit measure instead of adjusted EBIT.
ALPHA MODUS HOLDINGS, INC. 8-K neutral materiality 5/10

22-07-2026

Alpha Modus Holdings appointed Alexander (Sasha) Asgary as Chief Strategy Officer effective July 1, 2026, and entered into a consulting agreement with his entity, 9185-5759 Quebec Inc., for $250,000 per year plus $250,000 in common stock warrants as a sign-on award. Concurrently, Chris Chumas was moved from Chief Strategy Officer to Executive Vice President of the subsidiary Alpha Modus Financial Services, LLC. The filing does not disclose any financial results or period-over-period comparisons.

  • · Mr. Asgary previously served as Vice President of Corporate Communications of the Company since October 2025.
  • · Mr. Asgary is founder and President of Giant MGMT (since 2007) and Giant Financial Labs (since January 2024).
  • · The consulting agreement includes performance-based fees or awards and expense reimbursement.
  • · The agreement may be terminated earlier than the 5-year initial term as provided in the agreement.
Prairie Operating Co. 8-K neutral materiality 3/10

22-07-2026

Prairie Operating Co. (PROP) announced the appointment of Jennifer M. Grigsby to its Board of Directors, effective immediately. Ms. Grigsby brings over 30 years of experience in energy finance, corporate governance, and capital markets. Concurrently, Stephen Lee stepped down from the board to focus on his role as Co-CEO of Renewa. The changes are part of Prairie's ongoing strategy to strengthen board oversight and support disciplined growth.

  • · Jennifer M. Grigsby currently serves on the boards of First Busey Corporation, Superior Plus Corp., and CompSource Mutual Insurance Company.
  • · She previously served as Executive Vice President and CFO of Ascent Resources, and spent nearly two decades at Chesapeake Energy in senior roles including SVP, Treasurer and Corporate Secretary.
  • · After Ascent, Ms. Grigsby served as Oklahoma's Secretary of Economic Administration.
  • · She holds a B.S. in Accounting from Oklahoma State University, an MBA from Oklahoma City University, and is a CPA, CGMA, and holds NACD Directorship Certification.
  • · Stephen Lee stepped down to focus on his growing responsibilities as Co-CEO of Renewa.
FirstCash Holdings, Inc. 8-K neutral materiality 5/10

22-07-2026

FirstCash Holdings, Inc. announced a CEO transition with Rick Wessel moving to Executive Chairman and Brent Stuart appointed as new CEO effective January 1, 2027. Concurrently, the Board elected Stuart as a director and Chairman Dan Feehan will retire as Chairman but remain on the board.

  • · Transition effective January 1, 2027.
  • · Wessel expected to serve as Executive Chairman for at least three years, subject to re-election.
  • · Stuart will continue to oversee day-to-day operations as CEO.
  • · Stuart has served as President & COO since September 2016 following the Cash America merger.
  • · Stuart was elected to the Board effective July 22, 2026, and will not receive separate board compensation.
  • · Dan Feehan will retire as Chairman on the Transition Date but remain a board member.
  • · Compensation for the new roles has yet to be determined; an amendment will be filed later.
Medalist Diversified REIT, Inc. 8-K neutral materiality 6/10

22-07-2026

Medalist Diversified REIT, Inc. (MDRR) entered into two Purchase and Sale Agreements on July 21, 2026, to acquire two Caliber Collision Center properties in Texas for a combined total consideration of approximately $11.14 million. The Denton Property (Aubrey, TX) will be acquired for $5,494,444 and the Johnson Property (Cleburne, TX) for $5,648,000, with earnest money deposits of $122,000 and $105,000 respectively due within three business days. The company plans to assign the acquisitions to newly formed Delaware statutory trusts (DSTs) and offer beneficial interests to accredited investors in a private placement, with proceeds used to redeem the company's interests for cash. Closings are expected within 60 days, but several conditions remain and there is no assurance the transactions will be completed.

  • · The acquisitions will be structured through to-be-formed Delaware statutory trusts (DSTs) to hold title to the properties.
  • · The company expects to offer beneficial interests in the DSTs to accredited investors via a Regulation D private placement, with proceeds used to redeem the company's beneficial interests for cash.
  • · Under certain conditions, the earnest money deposits may not be returned to the company.
  • · The filing includes cautionary forward-looking statements regarding the closing of the acquisitions and the DST contribution.
FIRST COMMUNITY CORP /SC/ 8-K mixed materiality 8/10

22-07-2026

First Community Corporation reported strong Q2 2026 results with net income of $7.595M, up 46.5% YoY and 38.1% linked quarter, driven by the Signature Bank acquisition and organic growth. The company also announced a leadership transition: J. Ted Nissen will retire as CEO/President of the bank effective Dec 31, 2026, with Vaughan R. Dozier becoming CEO and Joseph A. 'Drew' Painter becoming President effective Jan 1, 2027. However, total deposits declined slightly to $2.025B from $2.048B at March 31, 2026, and the past due loan ratio increased to 0.26% from 0.17% in the prior quarter, indicating some credit quality softening.

  • · Net interest margin expanded to 3.51% in Q2 2026, the ninth consecutive quarter of margin expansion.
  • · Loan yield increased to 6.02% in Q2 2026 from 5.94% in Q1 2026.
  • · Average total deposits increased to $2.019B in Q2 2026 from $1.978B in Q1 2026, despite period-end decline.
  • · Pure deposits (total deposits less CDs) were $1.702B at June 30, 2026 vs $1.727B at March 31, 2026.
  • · Non-interest-bearing deposits were 26.1% of total deposits at June 30, 2026.
  • · Assets under management (AUM) grew to $1.378B at June 30, 2026 from $1.130B at March 31, 2026.
  • · Government Guaranteed Lending: $16.140M in loan production, $8.94M in loans sold, gain-on-sale margin of 7.50% in Q2 2026.
  • · Regulatory capital ratios: Leverage 9.29%, Tier 1 Risk-Based 12.98%, Total Risk-Based 14.13% at June 30, 2026.
  • · Common Equity Tier 1 ratio was 12.98% at June 30, 2026 vs 13.04% at June 30, 2025.
  • · Classified loans plus OREO ratio was 2.55% of total bank regulatory risk-based capital at June 30, 2026.
  • · Purchase accounting amortization on Signature Bank loan portfolio was $178K in Q2 2026 vs $437K in Q1 2026.
  • · No shares were repurchased under the $7.5M buyback plan during Q2 2026.
  • · J. Ted Nissen will serve in a consulting role through December 31, 2027 after retirement.
  • · The CEO/President split at the bank level is effective January 1, 2027; Mike Crapps remains CEO/President of the holding company.
Northfield Bancorp, Inc. 8-K neutral materiality 9/10

22-07-2026

Northfield Bancorp, Inc. (NFBK) was acquired by Columbia Financial, Inc. in a merger completed on July 20, 2026. Each share of Northfield common stock was converted into the right to receive either $14.25 in cash or 1.425 shares of Columbia Financial common stock, or a combination thereof. As a result, Northfield Bancorp ceased to exist as a separate entity, its common stock was delisted from NASDAQ, and its directors and officers were replaced by Columbia Financial appointees, including Steven M. Klein as Senior Executive Vice President and COO.

  • · The merger was effective as of July 20, 2026.
  • · Northfield common stock was delisted from NASDAQ and trading was suspended after the close on July 20, 2026.
  • · Columbia Financial intends to file Form 15 to deregister Northfield common stock and suspend reporting obligations.
  • · All outstanding Northfield restricted stock and performance-based RSUs fully vested immediately prior to the Effective Time.
  • · Northfield stock options were converted into options to purchase Columbia Financial common stock, with adjusted number of shares and exercise price.
  • · The Certificate of Incorporation and Bylaws of Northfield Bancorp ceased to be in effect; Columbia Financial's organizational documents remain.
Goosehead Insurance, Inc. 8-K neutral materiality 3/10

22-07-2026

Goosehead Insurance, Inc. filed an 8-K on July 22, 2026, reporting results of operations (Item 2.02) and an officer change (Item 5.02). The filing does not disclose specific financial metrics, the name of the departing or appointed officer, or the reason for the change. The lack of detail limits the ability to assess materiality or direction of impact.

  • · Filing date: July 22, 2026
  • · SEC Accession Number: 0001726978-26-000056
  • · File size: 537 KB
  • · Items triggered: 2.02, 5.02, 9.01
  • · No specific officer name, title, or reason for departure/appointment disclosed in the provided summary.
  • · No financial results or operational metrics disclosed in the provided summary.
Tempest Therapeutics, Inc. 8-K positive materiality 7/10

22-07-2026

Tempest Therapeutics announced a development collaboration with Senlang Biotechnology for TPST-4003, a next-generation in vivo CAR-T candidate targeting CD7 for autoimmune and oncology indications. The partnership includes an investigator-initiated trial in China for approximately 10 patients with myasthenia gravis or multiple sclerosis, with first patient dosing expected in Q4 2026 and initial data anticipated in H1 2027. The agreement also grants Senlang an exclusive option to negotiate a license for TPST-4003 in China. No financial terms were disclosed, and the company faces risks including the need for additional capital and potential clinical trial uncertainties.

  • · TPST-4003 combines CD7-targeted mRNA/LNP delivery with a dual-target CD19/BCMA CAR construct.
  • · The initial trial will assess safety, cellular kinetics, and pharmacodynamic activity in MG or MS patients.
  • · Key assessments include treatment-emergent adverse events, CAR-T cell generation, CAR transgene copy number, and B-cell depletion.
  • · Exploratory assessments may include detection of CAR-positive immune cells in cerebrospinal fluid and B-cell depletion in lymphoid tissue.
  • · Senlang has end-to-end capabilities including CAR design, vector development, GMP manufacturing, and clinical trial execution.
  • · Tempest's additional preclinical programs leverage advanced payloads for a modular in vivo CAR-T portfolio.
New ERA Energy & Digital, Inc. 8-K neutral materiality 6/10

22-07-2026

New Era Energy & Digital, Inc. entered into a Waiver and Consent Letter with Macquarie Equipment Capital Inc. on July 17, 2026, waiving certain requirements under the existing Term Loan Agreement. The key modification extends the deadline for the company to establish an at-the-market (ATM) program with an aggregate offering price of at least $100 million, now requiring it within 60 days of written notice from Macquarie or within five business days after filing the next quarterly or annual report. This provides the company with additional flexibility to raise equity capital, though the need for a waiver suggests potential covenant compliance challenges.

  • · The Consent Letter was entered into on behalf of Texas Critical Data Centers LLC, a subsidiary of New Era Energy & Digital, Inc., as the Borrower.
  • · The original Term Loan Agreement was dated April 8, 2026.
  • · The ATM program deadline extension is contingent on the company receiving written notice from Macquarie or its permitted successors and assigns.
  • · Under certain circumstances, the deadline is five business days following the filing of the company's next quarterly or annual periodic report.
NewAmsterdam Pharma Co N.V. 8-K neutral materiality 4/10

22-07-2026

NewAmsterdam Pharma Company N.V. announced that COO Douglas Kling will resign effective August 14, 2026, to become CEO of another clinical-stage biotech company. The company expects to enter into a separation agreement and an advisor agreement with Kling for transition and advisory services related to its PREVAIL clinical trial of obicetrapib and other programs. No financial terms or performance metrics were disclosed in this filing.

  • · Resignation effective date: August 14, 2026
  • · Kling is leaving to become CEO of another clinical-stage biotech company
  • · Advisor agreement will cover transition and advisory services for PREVAIL trial and other clinical programs
  • · Material terms of separation and advisor agreements to be disclosed in a future 8-K amendment
SHENANDOAH TELECOMMUNICATIONS CO/VA/ 8-K neutral materiality 3/10

22-07-2026

On July 20, 2026, Tracy Willis, Vice President and Chief Accounting Officer of Shenandoah Telecommunications Company, notified the company of her resignation effective August 6, 2026. James Volk, the company's Senior Vice President and Chief Financial Officer, will assume the role of principal accounting officer upon her departure. Ms. Willis' resignation was not due to any disagreement with the company regarding operations, policies, or financial disclosures.

  • · Resignation effective date: August 6, 2026
  • · James Volk will serve as both principal financial officer and principal accounting officer after Ms. Willis' departure
  • · No disagreement cited as reason for departure
QuantumScape Corp 8-K neutral materiality 6/10

22-07-2026

QuantumScape Battery and PowerCo amended their collaboration agreement as of July 16, 2026, replacing the prior SOW-1 with SOW-2 to reflect changes in scope, milestones, and deliverables for QSE-5 solid-state battery development. Key provisions include PowerCo's right to produce up to 500 MWh of QS battery technology cells for demonstration fleets, and the termination of SOW-1 (with PowerCo's obligation to pay agreed invoices continuing). No financial amounts or performance metrics for the current or prior period were disclosed, making a period-over-period comparison of financial performance impossible.

  • · The amendment replaces Annex 1A and Annex 1B (sample and cell specifications and KPIs) in their entirety.
  • · PowerCo may produce up to 500 MWh of QS Battery Technology cells for demonstration fleets, at its sole discretion regarding timing and vehicle selection.
  • · SOW-1 is terminated, but PowerCo's obligation to pay all agreed invoices under SOW-1 continues.
  • · A new notice address for PowerCo in Mountain View, CA, was added.
  • · Specific milestones, cost structures, and KPIs are redacted as confidential.
  • · No financial figures, revenue, or cash amounts were disclosed in the filing.
CREDIT ACCEPTANCE CORP 8-K neutral materiality 3/10

22-07-2026

Credit Acceptance Corporation announced the resignation of director Kenneth S. Booth from its board, effective July 21, 2026. Booth's departure was not due to any disagreement with the company. In connection with his resignation, the board size was reduced from six to five directors. This is a routine board change with no immediate financial impact.

Corvus Pharmaceuticals, Inc. 8-K neutral materiality 3/10

22-07-2026

Ian T. Clark resigned from the board of directors of Corvus Pharmaceuticals, effective July 22, 2026, after over nine years of service. The company expressed gratitude for his contributions. No financial impact or replacement details were disclosed.

  • · Resignation effective July 22, 2026, one day after notice was given.
  • · Mr. Clark served on the board for over nine years.
  • · No reason for resignation or immediate replacement was provided.
Keros Therapeutics, Inc. 8-K neutral materiality 5/10

22-07-2026

Keros Therapeutics announced the resignation of CFO Keith Regnante, effective August 3, 2026, to pursue other opportunities, with no disagreement related to accounting or financial reporting. The company appointed Annita Tanini, Corporate Controller and VP of Finance, as interim principal financial and accounting officer effective August 4, 2026, and has commenced a search for a permanent CFO. Ms. Tanini will receive an annual base salary of $302,300 and a target bonus of 30% of base salary, while Mr. Regnante is not entitled to any additional severance beyond accrued pay and benefits.

  • · Mr. Regnante's resignation is effective August 3, 2026; Ms. Tanini's appointment effective August 4, 2026.
  • · Ms. Tanini has been with the company since May 2019, previously as Corporate Controller and VP of Finance.
  • · Ms. Tanini holds a B.S. in finance and accounting and an M.B.A. from University of Massachusetts Lowell.
  • · Mr. Regnante is not entitled to any additional severance payments beyond accrued salary and expense reimbursement.
  • · The company has commenced a search for a new CFO.
BayCom Corp 8-K neutral materiality 5/10

22-07-2026

BayCom Corp adopted a 2026 Performance Stock Unit (PSU) Program for senior executives, with initial awards granted. PSUs vest based on a market price condition and settle 50% in stock and 50% in cash after three years. The program includes provisions for death, disability, termination, and change in control.

  • · PSUs represent the right to receive one-half of one share of common stock and a cash payment equal to the Fair Market Value of one-half of one share.
  • · Market Vesting Condition: volume-weighted average price per share equals or exceeds a specified threshold for 20 consecutive trading days.
  • · Settlement occurs on the third anniversary of the grant date.
  • · In case of death or disability, settlement within 60 days of termination.
  • · Involuntary termination without cause or resignation for good reason: if market condition met, settlement within 60 days; if not, pro-rata portion retained and subject to condition.
  • · All other terminations result in immediate forfeiture.
  • · Change in control: if no qualifying replacement award, settlement on effective date; if replacement award, continues under replacement terms.
Guidewire Software, Inc. 8-K positive materiality 5/10

22-07-2026

Guidewire Software appointed Dr. Alexander Vollert to its Board of Directors, effective August 1, 2026. Dr. Vollert brings deep insurance industry expertise, having served as COO of AXA SA and CEO of AXA Group Operations, and is recognized as an AI transformation leader. The appointment is expected to support Guidewire's focus on infusing AI into its platform and applications.

  • · Dr. Vollert served as CEO of AXA Germany starting in 2016 and previously held senior leadership roles at Allianz SE, including CEO of its German P&C business.
  • · He spent nine years at McKinsey & Company advising financial services clients.
  • · Since 2026, he has served as senior advisor to the Group Management Committee at AXA.
  • · Guidewire serves more than 570 insurers in 43 countries and has completed 1,700+ successful projects.
TARGET CORP 8-K positive materiality 5/10

22-07-2026

Target Corporation announced the election of Joe DePinto, former president and CEO of 7-Eleven, Inc., to its Board of Directors, effective August 1, 2026. DePinto will serve on the Infrastructure & Finance and Audit & Risk committees, bringing expertise in operations, loyalty, fresh food, and omnichannel capabilities as the company pursues growth under CEO Michael Fiddelke. The appointment is a strategic move to accelerate Target's enterprise strategy, with no negative or flat metrics reported in the filing.

  • · DePinto has over three decades of leadership experience in retail and consumer products.
  • · He previously served on the boards of Brinker International, Jo-Ann Stores, and OfficeMax.
  • · Target operates more than 2,000 U.S. stores and serves millions of families weekly.
American Healthcare REIT, Inc. 8-K neutral materiality 5/10

22-07-2026

American Healthcare REIT, Inc. (NYSE: AHR) announced leadership changes effective July 22, 2026. Jeff Hanson, previously Interim CEO since February 2026, has been named CEO while continuing as Chairman; Gabe Willhite has been elevated to President in addition to his COO role; Danny Prosky has retired as CEO after a 35-year career and remains a director and advisor; and Scott Estes has been appointed Lead Independent Director. The changes follow Prosky's medical leave and reflect a planned transition aimed at accelerating platform-enhancing strategies.

  • · Jeff Hanson served as Interim CEO since February 2026 when Danny Prosky began a medical leave of absence.
  • · Danny Prosky co-founded the company with Jeff Hanson and Mathieu Streiff over two decades ago.
  • · Scott Estes previously served as CFO of Welltower Inc. (2006-2017) and raised over $24 billion in equity and unsecured debt capital.
  • · Gabe Willhite joined the company in 2016 as Senior Vice President, Assistant General Counsel, and was promoted to COO in 2022.
STAG Industrial, Inc. 8-K neutral materiality 5/10

22-07-2026

STAG Industrial Operating Partnership, L.P. entered into a Fourth Amended and Restated Term Loan Agreement dated July 16, 2026, amending and restating its existing Term Loan A and Term Loan F agreements. The agreement, with Wells Fargo as administrative agent and a syndicate of lenders, re-evidences outstanding obligations and provides for committed loans, incremental term loans, and sustainability adjustments. The filing does not disclose the principal amount of the loans or any material changes in financial terms, making the materiality of the event unclear.

  • · The agreement amends and restates the Third Amended and Restated Term Loan Agreement (dated September 1, 2022) and the Second Amended and Restated Term Loan Agreement (dated March 25, 2024).
  • · The agreement includes provisions for Acceptable Properties, Acceptable Ground Leases, and Adjusted NOI calculations.
  • · The agreement contains financial covenants, negative covenants, and events of default typical for a term loan facility.
  • · The filing does not specify the total commitment amount, interest rate, maturity date, or any fees associated with the facility.
Intellicheck, Inc. 8-K neutral materiality 3/10

22-07-2026

Intellicheck, Inc. announced the departure of Chief Technology Officer Jonathan Robins for personal family reasons, effective July 18, 2026. He will remain on unpaid leave through October 16, 2026, when his employment terminates. The company will pay for his healthcare benefits during leave and COBRA coverage through March 2027, but no financial impact or replacement plan was disclosed.

  • · Mr. Robins notified the company on July 16, 2026, and his unpaid leave began July 18, 2026.
  • · Final employment date is October 16, 2026.
  • · Company will pay full cost of healthcare benefits (medical, dental, vision, short-term disability, long-term disability, life insurance) during unpaid leave; active health coverage ends October 31, 2026.
  • · If Mr. Robins elects COBRA, company will pay full cost from November 1, 2026 through March 31, 2027.
  • · Mr. Robins must execute a separation agreement releasing all claims on or about his final employment date.
  • · No successor or interim CTO has been announced.
Onar Holding Corp 8-K negative materiality 8/10

22-07-2026

Onar Holding Corp (ONAR) disclosed a Settlement Agreement and Mutual Release resolving litigation with the Jeffrey L. Feinberg Personal Trust over a $1.5M promissory note. The company will pay $1.5M in principal plus 18% simple interest from March 2024, with an initial $50,000 payment, a $300,000 payment by August 30, 2026, and 14 quarterly installments of $75,000 through February 2030. The settlement avoids a potentially costly legal judgment but imposes a significant long-term payment obligation on the company.

  • · The settlement resolves litigation filed November 7, 2025 in Delaware Superior Court (C.A. No. N25C-11-060 SPL).
  • · The Trust and Feinberg are prohibited from short selling ONAR Holding securities or selling more than 10% of average daily volume per day until the settlement is fully paid.
  • · The agreement includes mutual releases of all claims prior to the effective date, including unknown claims under California Civil Code § 1542.
  • · Non-disparagement clause carries $50,000 liquidated damages per breach.
  • · The settlement payment schedule extends through February 2030, creating a multi-year liability.
RAYONIER ADVANCED MATERIALS INC. 8-K neutral materiality 3/10

22-07-2026

Rayonier Advanced Materials Inc. (RYAM) announced that R. Colby Slaughter, Senior Vice President, General Counsel and Corporate Secretary, will resign effective August 7, 2026, to pursue another professional opportunity. The departure is a senior leadership change but does not include any financial impact or performance metrics.

  • · Resignation effective date: August 7, 2026
  • · Reason: to pursue another professional opportunity
  • · Filing date: July 22, 2026
  • · No financial or operational metrics disclosed
AXT INC 8-K neutral materiality 3/10

22-07-2026

AXT, Inc. announced the appointment of Jia-Bin Duh to its Board of Directors, effective July 16, 2026, expanding the board from five to six members. Duh brings over 30 years of senior leadership experience at Hewlett-Packard, Microsoft, and Cisco Systems, with deep expertise in Greater China markets, which is expected to support AXT's global growth and its subsidiary Tongmei in China. The filing contains no financial results or period-over-period comparisons, so no positive or negative financial metrics are present.

  • · Duh served as President of Cisco Systems China from 1998 to 2005 and Corporate Vice President of Cisco Systems Inc.
  • · Duh served as President of Microsoft China from 1993 to 1998.
  • · Duh holds a Bachelor of Science in Control Engineering from National Chiao Tung University, an MBA from Kellogg School of Management at Northwestern University, and an MBA from Hong Kong University of Science and Technology.
  • · AXT's end markets include AI/data center connectivity, 5G infrastructure, passive optical networks, LED lighting, lasers, sensors, power amplifiers for wireless devices, and satellite solar cells.
  • · AXT has partial ownership in over ten companies in China producing raw materials for its manufacturing process.
DOMO, INC. 8-K neutral materiality 9/10

22-07-2026

Domo, Inc. has entered into a Voting and Support Agreement with Progress Software Corporation in connection with an Asset Purchase Agreement dated July 22, 2026, under which Progress will acquire substantially all of Domo's assets. Key stockholders representing a majority of voting power have agreed to irrevocably consent to and approve the transaction, waive appraisal rights, and refrain from transferring shares or soliciting competing proposals. The deal is structured as an asset sale, with the stockholder support ensuring a swift path to closing.

  • · The agreement requires covered stockholders to execute a written consent within one hour of the Purchase Agreement's execution.
  • · Covered stockholders have waived all appraisal rights under Section 262 of the DGCL.
  • · The agreement prohibits any transfer of covered shares except for bona fide margin loans or pledges as listed on Schedule 2.
  • · Covered stockholders must notify the buyer promptly of any additional shares acquired during the term.
  • · The company represents it has all necessary corporate authority to enter the agreement and that no conflicts exist with its organizational documents or applicable law.
PROGRESS SOFTWARE CORP /MA 8-K positive materiality 8/10

22-07-2026

Progress Software (PRGS) announced it will acquire substantially all of Domo's (DOMO) AI and data platform business for $400 million in cash, expected to close by November 30, 2026. The acquisition adds over 2,400 business customers and complements Progress' data platform offerings to improve AI data readiness. Progress reiterated guidance that Q3 FY2026 revenue and non-GAAP EPS will be within or above the high end of previously issued guidance.

  • · Transaction is structured as an asset purchase, with Progress assuming certain liabilities of Domo.
  • · Progress expects to finance the acquisition with a combination of cash and its existing revolving credit facility.
  • · The acquisition is expected to close within Progress' fiscal year ending November 30, 2026, subject to regulatory approvals and customary closing conditions.
  • · Progress will host a conference call at 5 p.m. EDT on July 22, 2026 to review transaction details.
  • · Citi served as exclusive financial advisor to Progress; DLA Piper LLP (US) as legal counsel. Jefferies LLC advised Domo; Goodwin Procter LLP as legal counsel.
  • · Progress reiterated that Q3 FY2026 revenue and non-GAAP EPS will be within or above the high end of previously issued guidance (provided June 30, 2026). Full Q3 results will be discussed on September 30, 2026.
Jackson Financial Inc. 8-K neutral materiality 6/10

22-07-2026

Jackson Financial Inc. announced the retirement of CEO Laura Prieskorn effective end of 2026, with CFO Don Cummings succeeding her as President and CEO on October 1, 2026. Brian Walta will become EVP and CFO on the same date. The leadership transition is planned to ensure continuity, with Prieskorn serving as an advisor through December 31, 2026.

  • · Laura Prieskorn has nearly 40 years with Jackson.
  • · Don Cummings joined Jackson in 2020 as Chief Accounting Officer and Controller, promoted to CFO in 2024.
  • · Brian Walta joined Jackson in 1997 and holds a CFA, FSA, and is a member of the American Academy of Actuaries.
  • · Prieskorn led Jackson through its demerger and oversaw significant growth during her tenure.
Vita Coco Company, Inc. 8-K mixed materiality 8/10

22-07-2026

Vita Coco Company, Inc. (NASDAQ: COCO) announced on July 22, 2026 the acquisition of Copra, Inc., a super-premium Thai Nam Hom coconut water producer. The transaction closed with upfront consideration of $175,000,000 paid at closing (80% cash, balance in Vita Coco common stock) and an additional earnout in 2029 based on 2028 performance with a floor of $45,000,000 and a cap of $100,000,000; Copra expects full-year 2026 Net Sales to be greater than $100,000,000. Vita Coco expects the deal to be accretive to Adjusted EBITDA margins post full integration, but integration and execution risks remain (supply chain expansion, capacity increases, customer retention).

  • · Transaction closed on July 22, 2026.
  • · Initial purchase price was comprised of 80% cash on hand with the balance paid in Vita Coco common stock.
  • · Earnout consideration to be paid in 2029 is tied to 2028 financial performance (floor $45,000,000; cap $100,000,000).
  • · Vita Coco expects the acquisition to be accretive to its Adjusted EBITDA margins after full integration.
  • · Copra's sales are predominately in the Americas with opportunities to expand internationally and grow the branded business.
  • · Advisors: Evercore (financial advisor to Vita Coco), Ballard Spahr LLP (legal advisor to Vita Coco); Whipstitch Capital (financial advisor to Copra), Cooley LLP (legal advisor to Copra).
OXO, Inc 8-K neutral materiality 3/10

22-07-2026

OXO, Inc. appointed Gemma Hemsworth, Fiona Callering, and Alistair Pemberton as directors on July 22, 2026. No compensation or committee assignments were provided at this time, and no material interests or arrangements were disclosed.

  • · New directors have not been appointed to any Board committees.
  • · New directors will not receive compensation for their service at this time.
  • · No arrangements or understandings exist with any other person regarding their appointment.
  • · None of the new directors have any direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K.
Hillman Solutions Corp. 8-K positive materiality 7/10

22-07-2026

Hillman Solutions Corp. closed a refinancing of its credit facilities, consisting of a $735 million Term Loan B maturing in 2033 (SOFR+200bps) and a $375 million ABL Revolver maturing in 2031 (SOFR+125bps). Proceeds were used to refinance existing debt and pay fees. The refinancing extends debt maturities and enhances financial flexibility, with pricing consistent with prior facilities. The ABL Revolver currently has a zero balance.

  • · Term Loan B priced at SOFR +200 basis points, ABL Revolver at SOFR +125 basis points, consistent with prior facilities.
  • · ABL Revolver currently has a zero balance.
  • · Jefferies Finance LLC acted as Lead Left Arranger for Term Loan B; U.S. Bank as lead arranger and administrative agent for ABL Revolver.
  • · Hillman has over 111,000 SKUs and a field sales team of 1,200+ associates.
NOVAGOLD RESOURCES INC 8-K neutral materiality 6/10

22-07-2026

NOVAGOLD RESOURCES INC (NG) entered into a Voting Agreement with New NovaGold Corporation in connection with a proposed arrangement and related transactions, including a contribution agreement with Paulson Advisers LLC. The agreement requires the securityholder to vote all subject shares in favor of the arrangement and against any competing acquisition proposals. No specific financial amounts or performance metrics were disclosed in this filing.

  • · The Voting Agreement is part of a larger transaction involving a Master Implementation Agreement, Contribution Agreement, and Investor Rights Agreement.
  • · The securityholder irrevocably appoints New NovaGold as proxy to vote shares if the securityholder fails to vote in favor of the arrangement by the applicable deadline.
  • · The securityholder agrees not to transfer subject securities except to a wholly owned entity that agrees to be bound by the agreement.
  • · The securityholder waives any rights of appraisal or dissent with respect to the arrangement.
20/20 Biolabs, Inc. 8-K negative materiality 9/10

22-07-2026

20/20 Biolabs, Inc. (AIDX) entered into a standstill agreement with Streeterville Capital, LLC on July 16, 2026, under which Streeterville agreed not to convert its Series E convertible preferred stock into common stock for 120 days unless the stock trades at least 10% above the Nasdaq Minimum Price. However, on July 17, 2026, the company received a Nasdaq deficiency notice for failing to maintain a $1.00 closing bid price for 30 consecutive business days, triggering a 180-day compliance period ending January 13, 2027. The stock is at risk of delisting if it does not regain compliance.

  • · The standstill agreement terminates immediately upon any breach or Event of Default under the Certificate of Designation.
  • · If the standstill terminates or expires, Streeterville may convert without the 10% above Minimum Price condition.
  • · The company may be eligible for a second 180-day compliance period if it meets other Nasdaq Capital Market initial listing standards.
  • · The conversion price floor is set at 20% of the Nasdaq Minimum Price, subject to adjustment.
Shutterstock, Inc. 8-K neutral materiality 3/10

22-07-2026

Shutterstock filed an 8-K on July 22, 2026, reporting an officer change under Item 5.02, along with other events (Item 8.01) and exhibits (Item 9.01). The filing does not disclose specific names, positions, reasons, or financial metrics. No quantitative data or scheduled events are provided. The lack of detail limits analysis.

WYNN RESORTS LTD 8-K mixed materiality 7/10

22-07-2026

Wynn Macau announced that the Macau government has approved an amended land concession contract for its Cotai land, allowing the company to expand Wynn Palace with a new five-star hotel, theatre, and entertainment center. The expansion must be completed within 60 months and requires a one-time additional land premium of ~$80.8 million, plus higher annual rent. The company sees this as a positive growth opportunity, though it also involves significant upfront capital outlay and ongoing cost increases.

  • · The amended contract replaces the existing Land Concession Contract in its entirety.
  • · The additional guarantee must be provided by deposit or bank guarantee equal to the annual rent.
  • · Annual rent may be reviewed by the Macau government every five years.
  • · The Land Concession Contract originally had a 25-year term from 2 May 2012 to 1 May 2037.
  • · Wynn Macau is required to operate and manage gaming operations on the Cotai Land as a gaming concessionaire.
  • · The additional land premium of ~$80.8M was satisfied out of available cash.
NewHold Investment Corp IV 8-K neutral materiality 3/10

22-07-2026

NewHold Investment Corp IV announced the resignation of CFO Polly Schneck effective July 22, 2026, and the immediate appointment of John Boone as her successor. Schneck's departure is not due to any disagreement with the company, and Boone brings over a decade of public equity, private equity, and investment banking experience. Compensation arrangements for Boone have not yet been finalized.

  • · Polly Schneck's resignation was effective immediately on July 22, 2026.
  • · John Boone served as an Executive in Residence at Unity Partners from January 2026 to July 2026.
  • · Boone was a Partner at Isomer Partners from October 2022 to March 2025.
  • · Boone holds a B.S. in Commerce with Distinction from the McIntire School of Commerce at the University of Virginia.
  • · There are no family relationships or reportable transactions between Boone and the company.
Datavault AI Inc. 8-K neutral materiality 3/10

22-07-2026

Datavault AI Inc. filed an 8-K on July 22, 2026, reporting a material definitive agreement (Item 1.01) that created a direct financial obligation (Item 2.03). The filing does not disclose the counterparty, transaction value, or specific terms of the agreement. While the entry into a new agreement could signal strategic progress, the lack of financial details and the creation of a new obligation introduce uncertainty and potential dilution or leverage risk.

  • · The filing is a multi-item 8-K covering Items 1.01, 2.03, and 9.01.
  • · No exhibits or financial statements were attached to the filing (Item 9.01 is listed but no content provided).
  • · The filing does not specify whether the obligation is secured, unsecured, or convertible.
  • · No forward-looking statements or risk factors were included in the filing.
BETA Technologies, Inc. 8-K neutral materiality 3/10

22-07-2026

BETA Technologies, Inc. disclosed on July 22, 2026, that the Security Control Agreement (SCA) with QIA Industrials Holding, LLC and the U.S. Department of Defense was terminated on July 14, 2026, as it is no longer required. The SCA was originally implemented to address foreign ownership concerns due to QIA's prior board representation, which has since ended. This termination removes a prior regulatory oversight mechanism but does not involve any financial impact or operational changes.

  • · The SCA was originally dated June 15, 2025.
  • · QIA no longer has representation on BETA's Board of Directors.
  • · The termination was effective July 14, 2026, and the 8-K was filed on July 22, 2026.
Public Storage 8-K positive materiality 9/10

22-07-2026

Public Storage completed its acquisition of National Storage Affiliates Trust (NSA) on July 22, 2026, adding over 1,000 properties and 550,000 units to its portfolio. The transaction is expected to be accretive to FFO per share within the first year, with run-rate synergies of $110–$130 million anticipated over three to four years, contributing $0.35–$0.50 per share. However, the company also formed a joint venture for 313 properties where legacy NSA limited partners own approximately 80%, limiting Public Storage's direct ownership of those assets.

  • · Public Storage's pre-acquisition portfolio as of March 31, 2026: 3,546 facilities in 40 states with ~259 million net rentable square feet in the U.S., plus a 35% common equity interest in Shurgard (333 facilities in 7 Western European countries).
  • · The joint venture obtained ~$2 billion in secured mortgage financing from Goldman Sachs Bank USA and Wells Fargo Bank, and $237 million in mezzanine financing from Public Storage.
  • · Public Storage will exclusively manage the joint venture portfolio and earn customary property management, asset management, and tenant reinsurance income.
  • · The transaction marks the first major milestone of the PS4.0 Value Creation Engine.
National Storage Affiliates Trust 8-K neutral materiality 8/10

22-07-2026

National Storage Affiliates Trust (NSA-PB) filed an 8-K on July 22, 2026, reporting the termination of a material agreement and disclosing changes in control, amendments to articles, and director/officer changes. The filing includes the formation of Pelican Merger Sub I, LLC, a Maryland limited liability company, which suggests a merger or acquisition transaction is being structured. No financial terms or specific transaction details were disclosed in this exhibit.

  • · Filing includes Items 1.02 (Material Agreement Termination), 2.01 (Completion of Acquisition or Disposition), 3.01 (Notice of Delisting or Failure to Satisfy Listing Rule), 3.03 (Material Modification to Rights of Security Holders), 5.01 (Changes in Control), 5.02 (Departure of Directors or Principal Officers), 5.03 (Amendments to Articles of Incorporation or Bylaws), and 9.01 (Financial Statements and Exhibits).
  • · Pelican Merger Sub I, LLC was formed on March 12, 2026, under Maryland law, with its principal office in Baltimore, MD, and registered agent CSC-Lawyers Incorporating Service Company.
  • · The company's purpose is to engage in any lawful act or activity for which LLCs may be organized in Maryland.
DOMO, INC. 8-K neutral materiality 7/10

22-07-2026

Domo, Inc. adopted a Tax Benefits Preservation Plan (poison pill) on July 22, 2026, to protect its net operating losses (NOLs) and other tax attributes from being limited by an 'ownership change' under Section 382 of the Internal Revenue Code. The plan declares a dividend of one preferred stock purchase right per outstanding share of Class A and Class B common stock, exercisable at $17.50 per right, and triggers if a person or group acquires beneficial ownership of 4.9% or more of the company's securities. The rights expire on July 20, 2029, unless earlier redeemed or exchanged.

  • · The plan is designed to prevent an 'ownership change' under Section 382 of the Internal Revenue Code, which would limit the company's ability to use its NOLs and other tax attributes.
  • · The rights become exercisable and trade separately from the common stock upon the Distribution Time, which occurs 10 days after a Stock Acquisition Date or 10 business days after the commencement of a tender/exchange offer that would result in an Acquiring Person.
  • · An Acquiring Person does not include the company, its subsidiaries, officers, directors, employees, employee benefit plans, or persons whose ownership is determined by the Board not to jeopardize the NOLs.
  • · If a Flip-in Event occurs, holders of Rights (other than the Acquiring Person) can purchase Class A or Class B Common Stock worth two times the exercise price.
  • · If a Flip-over Event occurs (e.g., merger, asset sale), holders of Rights can purchase common stock of the acquiring company worth two times the exercise price.
  • · The plan includes anti-dilution adjustments and provisions for inadvertent acquisitions.
  • · The rights expire on July 20, 2029, unless earlier redeemed, exchanged, or upon Board determination that the NOLs are no longer materially at risk.
Trane Technologies plc 8-K neutral materiality 4/10

22-07-2026

Trane Technologies plc announced the departure of Mingxiao (Gary) Guo, Senior Vice President and Chief Global Integrated Supply Chain Officer, effective August 1, 2026. The company entered into a Separation Agreement that includes foregoing the clawback of certain sign-on bonus payments made to Mr. Guo upon his employment commencement. The departure is stated to be not due to any disagreement with the company's operations, policies, or financial matters.

  • · Departure effective date: August 1, 2026.
  • · Separation Agreement includes foregoing clawback of certain sign-on bonus payments.
  • · No disagreement with company operations, policies, or financial matters cited as reason for departure.
Serina Therapeutics, Inc. 8-K positive materiality 5/10

22-07-2026

Serina Therapeutics appointed Farrell Simon, Pharm. D., to its Board of Directors, effective immediately, and he will serve on the Audit and Compensation Committees. Dr. Simon brings experience from Trevi Therapeutics and Pfizer, and has supported financings totaling over $400 million. The filing also provides an overview of the SER-252 registrational study design and the POZ Platform.

  • · Dr. Simon currently serves as Chief Commercial Officer at Trevi Therapeutics, Inc.
  • · He spent a decade at Pfizer in senior commercial and strategic leadership roles.
  • · The SER-252-1b study is a randomized, double-blind, placebo-controlled Phase 1b trial with single-ascending-dose (five cohorts of eight; n=40) and multiple-ascending-dose components (up to three cohorts of sixteen; n=48).
  • · The study is being conducted across sites in the United States and Australia, with plans to expand to South Korea and Taiwan.
  • · Serina has a non-exclusive license agreement with Pfizer Inc. to use Serina’s POZ polymer technology in lipid nanoparticle (LNP) drug delivery formulations.

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