US Material Events SEC 8-K Filings — July 23, 2026

23-07-2026

Gentherm reported record quarterly revenue of $416.2 million for Q2 2026, up 11.0% YoY (9.5% ex-FX), driven by strong Automotive Climate and Comfort Solutions growth of 14.1%. However, gross margin contracted to 23.2% from 23.9%, and cash flow from operations dropped sharply to $2.3 million from $31.7 million, partly due to restructuring and M&A expenses. The company raised its full-year 2026 revenue guidance to $1.55B–$1.65B, completed the acquisition of Innovative Medical Equipment, LLC, and announced a new $400 million stock repurchase program.

• · Automotive New Business Awards totaled $690 million in Q2 2026.
• · Selected by two leading North American furniture brands for climate and comfort solutions; fourth consecutive quarter of new home and office customer wins.
• · Automotive Climate and Comfort Solutions outperformed S&P Global's light vehicle production report in relevant markets by 14 percentage points.
• · GAAP diluted EPS was $0.14 vs $0.02 in prior year; adjusted diluted EPS was $0.75 vs $0.54.
• · Full year 2026 guidance raised: Product Revenues $1.55B–$1.65B (from $1.5B–$1.6B), Adjusted EBITDA $185M–$200M (from $175M–$195M), Adjusted Free Cash Flow $85M–$100M (from $80M–$100M).
• · Planned combination with Modine Performance Technologies remains on track to close by early Q4 2026.
• · New stock repurchase program of up to $400 million replaces prior program effective July 27, 2026, with three-year term.
• · Medical revenue ex-FX declined 0.2% YoY, essentially flat.
• · Cash flow from operations decreased sharply to $2.3M from $31.7M due to restructuring and M&A expenses.

23-07-2026

CVB Financial Corp. (CVBF) announced the appointment of Michael J. Maddox as a Director of CVBF and its subsidiary Citizens Business Bank, effective July 22, 2026. Mr. Maddox brings over 20 years of banking experience, including former CEO roles at CrossFirst Bankshares and Busey Bank. The board size increases from 10 to 11 members. No financial metrics or performance data were disclosed in this filing.

• · Mr. Maddox served as CEO of CrossFirst Bankshares from June 2020 until its merger with First Busey Corporation in March 2025.
• · He then served as President and Vice Chairman of First Busey Corporation and CEO of Busey Bank from March 2025 to January 2026.
• · CVBF is one of the ten largest bank holding companies headquartered in California with more than $20 billion in total assets.
• · The filing contains no financial results, guidance, or performance metrics.

23-07-2026

Venu Holding Corporation (VENU) secured a $20 million bridge loan facility with Ryan, LLC to fund construction of its Sunset Amphitheater in McKinney, Texas, which is targeted to open in Q1 2027. The non-dilutive financing bridges VENU to permanent financing expected to close in Q3 2026. The company continues its capital strategy of funding growth through public-private partnerships and fractional ownership structures rather than equity offerings.

• · The bridge loan is with Ryan, LLC, which has served as a national expansion partner since 2023 and also serves as Official Tax Partner.
• · Permanent financing is expected to close in Q3 2026 and fully fund the remaining construction balance for the McKinney venue.
• · VENU's capital strategy includes public-private partnerships and fractional ownership structures to avoid equity dilution.
• · VENU has venues operating or in development across Colorado, Georgia, Oklahoma, Tennessee, and Texas.

23-07-2026

Bleichroeder Acquisition Corp. II has filed Amendment No. 3 to its business combination agreement with Pasqal Holding SAS, a French quantum computing company. The amendment revises the terms of the post-closing equity incentive plan (LTIP), capping the share reserve at 10% of the fully-diluted outstanding shares and requiring further negotiation of vesting criteria based on performance conditions. The transaction continues to progress toward closing, with no changes to the overall deal structure or valuation disclosed.

• · Amendment No. 3 is dated July 22, 2026, and was filed on July 23, 2026.
• · The original Business Combination Agreement was dated February 28, 2026, with prior amendments on May 26, 2026 (Amendment No. 1) and June 25, 2026 (Amendment No. 2).
• · The LTIP will include founder’s warrants (BSPCEs) or free shares (actions gratuites).
• · The LTIP share reserve is capped at 10% of the aggregate number of Surviving Corporation Shares issued and outstanding immediately after the Closing on a fully-diluted and as-converted basis (after giving effect to Parent Shareholder Redemptions).
• · Further edits to the LTIP, including vesting criteria based on performance conditions, will be negotiated in good faith based on recommendations from the Company’s compensation consultant, subject to board approval.

23-07-2026

B&R Technology Merger Corp. priced its initial public offering of 32,500,000 units at $10.00 per unit, raising $325 million. The units will trade on Nasdaq under the symbol BRTMU starting July 21, 2026. The company is a blank-check company formed for mergers or acquisitions, with Citigroup as sole bookrunner.

• · Each unit consists of one Class A ordinary share and one-third of one warrant.
• · Warrants have an exercise price of $11.50 per share.
• · Class A ordinary shares and warrants will trade under symbols BRTM and BRTMW after separate trading begins.
• · Underwriters have a 45-day option to purchase up to 4,875,000 additional units.
• · The registration statement has been declared effective by the SEC.

23-07-2026

Coastal Financial Corporation announced that CFO Brandon Soto will step down on August 15, 2026 to become CEO of another financial institution. Longtime former CFO Joel Edwards will serve as interim CFO while the company conducts a search for a permanent replacement. The transition appears orderly with Soto remaining through the Q2 2026 10-Q filing, and the company emphasized continuity given Edwards' deep familiarity with the business.

• · Brandon Soto joined Coastal Financial in 2025 and served as CFO for approximately one year before departing.
• · Joel Edwards served as CFO from 2012 until his retirement in 2025 and currently serves as an advisor to the company.
• · The company will consider both internal and external candidates for the permanent CFO role.
• · Soto will remain with the company through the filing and certification of the Q2 2026 Form 10-Q.

23-07-2026

Mobileye Global Inc. announced that founder Prof. Amnon Shashua intends to step down as CEO after 27 years, with the Board initiating a comprehensive search for a successor. The Board has offered Shashua the role of Chairman once a new CEO is appointed. The transition is positioned as a planned evolution to ensure continuity of leadership and strategy, with Shashua focusing on long-term technology trends and humanoid robotics.

• · Mobileye was founded in 1999 and launched its IPO in 2014 (largest Israeli IPO ever at the time).
• · The company was sold to Intel in 2017 and relisted in an IPO in 2022.
• · Intel beneficially owns approximately 77% of Mobileye.
• · In 2026, Mobileye acquired Mentee Robotics to pursue physical AI and humanoid robots.
• · Prof. Shashua was elected to the U.S. National Academy of Engineering in 2026 and included in the TIME100 AI list in 2025.

23-07-2026

Visteon reported Q2 2026 net sales of $960M (down ~1% YoY from $969M) and net income attributable to Visteon of $49M (down 31% from $71M in Q2 2025). Adjusted EBITDA was $116M (12.1% margin). The company announced a $200M accelerated share repurchase (ASR) program under its existing $800M authorization. While new business wins of $2.0B and 4% growth-over-market were positive, profitability declined sharply due to higher costs and lower gross margins.

• · Gross margin declined 16.3% YoY to $118M from $141M, with margin pressure from higher supplier costs and engineering investments partially offset by customer recoveries.
• · H1 2026 adjusted free cash flow was negative $3M, compared to positive cash generation in prior periods.
• · The company launched 24 new products across 11 customers in Q2, including a vehicle control unit for Royal Enfield's first electric motorcycle (Flying Flea).
• · New business wins of $2.0B included a next-gen SmartCore HPC award with another premium Chinese OEM brand.

23-07-2026

United Therapeutics Corporation announced the appointment of Victor Dzau, M.D., to its Board of Directors, effective July 22, 2026. Dr. Dzau brings extensive experience from his recent 12-year tenure as President of the National Academy of Medicine and prior leadership roles at Duke, Harvard, and Stanford. The appointment is part of a concerted Board refreshment effort, with no financial metrics or performance data disclosed in the filing.

• · Dr. Dzau's term with the National Academy of Medicine expired at the end of June 2026.
• · In July 2026, he returned to Duke University as James B. Duke Distinguished Professor of Medicine, Chancellor Emeritus for Health Affairs, and Director of the Mandel Center.
• · He also serves as Co-Chair of the G20 High-Level Independent Panel on Financing Pandemic Preparedness and Response.
• · The appointment is the latest step in a concerted Board refreshment effort.

23-07-2026

Albertsons Companies, Inc. announced the planned retirement of President and CFO Sharon McCollam later this year. McCollam will remain in her role until a successor is named and will stay in an advisory capacity through the end of fiscal year Feb. 27, 2027. The company has initiated a search for a transformational leader to succeed her.

• · McCollam joined the company in 2021 and has played a critical role in shaping financial, operational and strategic priorities.
• · The company operates 2,240 retail stores, 1,708 in-store pharmacies, 408 fuel centers, 22 distribution centers and 19 manufacturing facilities across 35 states and D.C. under 22 banners.
• · In 2025, the company and its foundation contributed $497M in food and financial support, including $56M through its Nourishing Neighbors Program.

23-07-2026

Franklin Resources granted one-time special retention equity awards of approximately $15 million each to CEO Jennifer Johnson, Co-Presidents Daniel Gamba, Terrence Murphy, and Matthew Nicholls, and allocated carried interest incentives to CEO Johnson and Executive Chairman Gregory Johnson. The awards are designed to retain the core leadership team over the next five years and align compensation with long-term financial performance and private markets growth. The filing does not include any negative or flat performance metrics, as it focuses solely on compensation actions.

• · PSUs vest on a three-year cliff (fiscal years 2027-2029) and convert to stock on December 1, 2029.
• · RSUs vest on a five-year cliff and convert to stock on August 31, 2031.
• · Awards are not eligible to vest based on retirement and are subject to forfeiture on termination except in limited circumstances.
• · Carry incentives vest over five years (one-third each in years three, four, and five) and are forfeited upon termination before vesting (with exceptions for death/disability).
• · Carry incentives are 100% at-risk and require fund returns to exceed pre-specified performance hurdles before any distributions.
• · The awards are not part of regular annual compensation and will not be awarded on a regular basis.

23-07-2026

Canton Strategic Holdings, Inc. (the parent of Tharimmune, Inc.) sold its wholly owned subsidiary Gravitas Life Sciences, LLC to Gravitas Collective Corp. for a $3.5M unsecured promissory note bearing 15% interest, plus potential development milestone payments. The divestiture significantly reduces operating losses: pro forma net loss for FY2025 improves from $(35.9M) to $(25.8M), and for Q1 2026 from $(47.3M) to $(45.5M). However, the company retains a large deferred tax liability of $113.7M and continues to incur substantial unrealized losses from digital asset holdings ($15.0M in Q1 2026).

• · The company retained certain bispecific antibodies assets via Tharimmune SPV1 under a Bill of Sale.
• · Pro forma basic and diluted net loss per share for FY2025 improves from $(1.12) to $(0.81); for Q1 2026 from $(0.23) to $(0.22).
• · Weighted average shares outstanding for FY2025 were 32,049,310; for Q1 2026 were 207,705,905 (reflecting significant dilution).
• · Unrealized loss from digital assets holdings was $15.0M in Q1 2026 and $22.0M in FY2025, unchanged by the divestiture.
• · The promissory note matures on July 17, 2029, with interest payable in kind and compounding semi-annually.

23-07-2026

LightPath Technologies has signed a definitive agreement to sell its China subsidiary, LPOIZ, for $4.5 million in installments over five years, completing its transition to a fully Western-aligned manufacturing footprint. The divestiture will deconsolidate approximately $4.5 million in annual revenue from the China operation, but the purchaser will continue as a third-party supplier to ensure continuity for commercial customers. The transaction is expected to close in the coming weeks, subject to customary conditions.

• · The purchaser is an entity owned by certain of the facility's incumbent management team.
• · LightPath will have no facilities or operations based in China after closing.
• · The divestiture reinforces LightPath's position as a provider of NDAA-compliant optics and imaging solutions.
• · The company's primary manufacturing footprint is in Orlando, Florida, with additional facilities in Texas, New Hampshire, and Latvia.

23-07-2026

ClearSign Technologies Corporation completed a private placement of 500,000 shares of common stock at $3.54 per share with an existing stockholder, raising gross proceeds of $1,770,000. The company intends to use the net proceeds for working capital, R&D, marketing, and general corporate purposes. The transaction closed on July 22, 2026.

• · The placement price of $3.54 per share was based on the average closing price on Nasdaq for the five trading days ending June 21, 2026.
• · The securities were issued in an unregistered transaction under the Securities Act of 1933.

23-07-2026

HF Foods Group Inc. (HFFG) announced a definitive agreement to acquire Searay Foods Inc., a Canadian importer and distributor of ethnic and specialty frozen seafood, for total consideration of approximately CAD$47.9 million (approximately US$35 million), representing approximately 5.0x Searay's 2025 Adjusted EBITDA of approximately CAD$9.6 million. The transaction marks HF Foods' first international expansion into Canada, is expected to be immediately accretive to margins and EPS, and is expected to close in Q3 2026. While the acquisition targets a high-growth, high-margin business (Searay's revenue CAGR of ~15% from FY2019 to FY2024 and Normalized EBITDA margins of ~14-15%), HF Foods' own consolidated Adjusted EBITDA margin target of 4.5%-5.0%+ over the next three to five years remains relatively low, highlighting the potential for significant margin improvement but also the current low base.

• · Searay's revenue CAGR of approximately 15% from FY2019 to FY2024.
• · Searay's Normalized EBITDA margins of approximately 14-15%.
• · Seafood category represents approximately 36% of HF Foods' existing net revenue.
• · Searay sources from more than 80 suppliers worldwide.
• · Searay's existing management team, led by incoming CEO Derick Ngan, is expected to continue to lead day-to-day operations.
• · The transaction is expected to close in Q3 2026.
• · HF Foods reaffirmed its target of expanding consolidated Adjusted EBITDA margin to 4.5%-5.0%+ over the next three to five years.

23-07-2026

FreeCast, Inc. announced the appointment of Eric Seidel as a new independent director and as the second member of the Audit Committee, effective July 17, 2026, expanding the board from three to four members. The move addresses Nasdaq's audit committee composition requirements, though the company remains non-compliant with the three-member minimum. No financial figures or period-over-period comparisons were disclosed.

• · Eric Seidel, age 62, co-founded Kinloom in June 2025 and serves as its CEO.
• · Seidel previously served as President and CEO of Web-Est until its acquisition by The Beekman Group in January 2024.
• · He was President and CEO of eAutoclaims, Inc. from January 2000 to January 2007 and a board member from June 2000 to January 2008.
• · Seidel has held civic roles including Mayor and City Council Member of Oldsmar, Florida, and President of JCI USA (United States Jaycees).
• · The board determined Seidel is independent under Nasdaq Rule 5605(a)(2) and SEC Rule 10A-3.
• · The Audit Committee still has only two members, short of the Nasdaq-required three, though the company is utilizing a phase-in period for newly listed companies.

23-07-2026

Bridgecrest Auto Funding LLC filed an 8-K on July 23, 2026, to file substantially final versions of transaction documents for the Bridgecrest Lending Auto Securitization Trust 2026-3. The filing includes an underwriting agreement, indenture, purchase agreement, sale and servicing agreement, and other standard securitization documents. No financial results or material changes in business operations were disclosed.

• · Underwriting Agreement dated July 21, 2026, among BAF, BAC and BMO Capital Markets Corp.
• · Closing Date documents include Indenture, Purchase Agreement, Sale and Servicing Agreement, Receivables Contribution Agreement, Administration Agreement, Amended and Restated Trust Agreement, Amended and Restated Grantor Trust Agreement, and Asset Representations Review Agreement.
• · Asset Representations Review Agreement involves Clayton Fixed Income Services LLC as asset representations reviewer.
• · Depositor Certification for shelf offerings of asset-backed securities filed as Exhibit 36.1.

23-07-2026

Eva Live Inc. (GOAI) entered into a Securities Purchase Agreement with Streeterville Capital, LLC on July 21, 2026, issuing a Secured Convertible Promissory Note with an original principal amount of $2,160,000. The company received $2,000,000 in purchase price (after a $160,000 original issue discount and $8,500 in transaction expenses). The note is secured by collateral under a separate Security Agreement and is convertible into common shares. The filing also includes a reinvestment right for an additional note of the same terms.

• · The Note is secured by collateral as defined in the Security Agreement (Exhibit B).
• · The Company must file timely SEC reports for at least 20 Trading Days after Investor beneficially owns any Note.
• · The Company is restricted from making any 'Restricted Issuance' (variable-rate debt or equity) without Investor's prior written consent.
• · The Company must ensure its Common Shares are listed on NYSE or Nasdaq and that trading is not suspended.
• · The Company may be required to file a DEF14C with the SEC for stockholder approval if needed.

23-07-2026

Raymond T. White resigned from the board of directors of NN, Inc. effective July 20, 2026. The resignation was not due to any disagreement with the company, its management, or the board. No replacement or further details were disclosed.

• · Resignation was effective immediately on July 20, 2026.
• · No disagreement cited as reason for departure.
• · No successor or interim director announced.

23-07-2026

Vireo Growth Inc. has entered into a definitive agreement to acquire certain cannabis cultivation, manufacturing, and retail assets of The Cannabist Company Holdings Inc. for up to $35 million (up to $18.75 million cash at closing and up to $16.25 million in seller notes). The transaction will deepen Vireo's presence in Colorado and add operations in four new states (Illinois, Massachusetts, New Jersey, West Virginia), expanding its pro forma retail footprint to approximately 230 dispensaries across 15 states. However, the acquisition is subject to regulatory approvals and closing conditions, and Cannabist is operating under CCAA proceedings and Chapter 15 bankruptcy protection, introducing execution and integration risks.

• · The transaction is expected to close in stages through calendar year 2026 and into calendar year 2027.
• · Cannabist commenced CCAA proceedings on March 24, 2026, and Chapter 15 proceedings on March 25, 2026, with recognition obtained on May 9, 2026.
• · The acquisition was unanimously approved by Cannabist's Special Committee and Vireo's board of directors.
• · Vireo noted that additional divestitures could follow closing depending on regulatory review and portfolio optimization.
• · The Cannabist Company was formerly known as Columbia Care.

23-07-2026

Lionsgate Studios Corp. disclosed that its Compensation Committee approved a three-month extension of CFO James W. Barge's employment agreement, moving the term end date to October 31, 2026. The amendment was signed on July 20, 2026, and filed via an 8-K on July 23, 2026. No other officer changes or compensatory adjustments were reported.

• · The extension is effective from the original term end date through October 31, 2026.
• · The amendment was approved by the Compensation Committee of the Board of Directors.
• · The filing includes Exhibit 10.1 (Employment Agreement Extension) and an Inline XBRL cover page.

23-07-2026

ZeroStack Corp. closed a private cryptocurrency financing on July 20, 2026, acquiring 142,232,948 native tokens of the Zero Gravity (0G) blockchain. Investors contributed the tokens to a newly formed subsidiary, Texas Blocker Corp., in exchange for 9,104,614 common shares of ZeroStack. The transaction involved a related party, as Executive Chairman Michael Heinrich is also CEO of Zero Gravity Labs Inc., which received 4,608,864 common shares (50.6% of the blocker shares).

• · The financing was previously announced on March 31, 2026.
• · Shareholder approval was obtained via 'Proposal 6 - Approval of the Continuance Proposal' at the 2026 Annual and Special Meeting.
• · Texas Blocker Corp. became a wholly-owned subsidiary of ZeroStack after the exchange.
• · The transaction is a related-party deal due to Michael Heinrich's dual roles.

23-07-2026

Southern Cross Acquisition I Corp. (NASDAQ: NCOOU) announced the pricing of its $100 million initial public offering of 10,000,000 units at $10.00 per unit, with the units expected to trade on Nasdaq starting July 21, 2026. The SPAC will search for a merger or business combination target without industry or geographic restrictions. The offering is expected to close on July 22, 2026, subject to customary conditions.

• · Each unit consists of one ordinary share, one redeemable warrant, and one right to receive one-fourth of one ordinary share upon consummation of an initial business combination.
• · Each whole redeemable warrant entitles the holder to purchase one ordinary share at an exercise price of $11.50 per share.
• · Once separate trading begins, ordinary shares, warrants, and rights will trade under 'NCO', 'NCOOW', and 'NCOOR', respectively.
• · The underwriters have a 45-day option to purchase up to 1,500,000 additional units to cover over-allotments.
• · The registration statement on Form S-1 (File No. 333-296723) was declared effective by the SEC on July 20, 2026.
• · NCO is a blank check company with no specific industry or geographic target restrictions.

23-07-2026

ADM appointed Jeff Rowe as Executive Vice President and Chief Operating Officer, a newly created role effective August 17, 2026. Rowe, former CEO of Syngenta Group, brings over 30 years of experience in science-based agriculture and will oversee commercial businesses, global manufacturing, and R&D. The appointment strengthens ADM's leadership bench to advance its growth strategy, with no negative or flat metrics reported.

• · Rowe will report to Juan Luciano, Chair of the Board and CEO.
• · Rowe holds a Bachelor of Science in Agricultural Economics from Iowa State University, a Juris Doctorate from Drake Law School, and a Global Executive MBA from NYU Stern School of Business and London School of Economics.
• · Rowe is a fifth-generation farmer and his family farm employs regenerative agriculture practices.
• · Rowe started his career at DuPont Pioneer in 1995 in Supply Management.

23-07-2026

Coinbase Global, Inc. announced on July 22, 2026 that Chief People Officer Lawrence Brock will step down effective August 17, 2026, with a transition period through September 1, 2026. The company expects to appoint Dominique Baillet as the new Chief People Officer. Brock will receive a lump sum payment equal to three months of his base salary and continued vesting of restricted stock units scheduled for November 20, 2026, under an advisor agreement through November 30, 2026.

• · Lawrence Brock's resignation effective August 17, 2026, with transition assistance through September 1, 2026.
• · Dominique Baillet expected to be appointed as Chief People Officer.
• · Advisor Agreement signed July 23, 2026, covering advisory services from September 2, 2026 to November 30, 2026.
• · Brock entitled to lump sum payment equal to three months of current base salary, payable after the Advisory Period.
• · Continued vesting of restricted stock units scheduled to vest on November 20, 2026, subject to continued services under the Advisor Agreement.

23-07-2026

On July 19, 2026, the Compensation Committee of Vulcan Infrastructure and Power Inc. (formerly Greenidge Generation Holdings Inc.) approved one-time equity awards of restricted stock units (RSUs) to its CEO, President, and CFO, recognizing their contributions to the company's strategic transformation, including a $39.4 million strategic investment announced on July 20, 2026. The awards, totaling 210,000 RSUs, vested immediately on July 23, 2026. The filing does not provide any financial results or performance metrics, so no period-over-period comparisons are available.

• · The RSUs were granted under the company's Third Amended and Restated 2021 Equity Incentive Plan.
• · Each RSU represents a contingent right to receive one share of the company's Class A common stock.
• · The awards vested on July 23, 2026, the same date as the filing.

23-07-2026

Cingulate Inc. eliminated the Chief Legal Officer position effective August 3, 2026, resulting in the departure of Nilay Patel. The termination is treated as without cause under his employment agreement, and the company does not plan to hire a replacement. No financial figures or period-over-period comparisons are included in this filing.

• · The Board eliminated the Chief Legal Officer position on July 17, 2026.
• · Nilay Patel's separation is effective August 3, 2026.
• · Termination is treated as without cause per his employment agreement.
• · No replacement will be hired for the Chief Legal Officer role.

23-07-2026

Crisp Momentum Inc. entered into a Loan Assignment and Share Repurchase Agreement with Partum AG on July 22, 2026. The Company assigned its rights under a loan to Nexvers Co., Ltd. (outstanding principal of $1.5M plus accrued interest) to Partum in exchange for 20,000,000 shares of Crisp Momentum common stock held by Partum. The transaction closed on the same day, effectively repurchasing the shares and removing the loan asset from the Company's books.

• · The Loan Agreement with Nexvers was dated November 13, 2025.
• · The Assignment and Repurchase Agreement was entered into on July 22, 2026 and closed the same day.
• · Partum held 20,000,000 shares of Crisp Momentum common stock prior to the transaction.
• · The Company assigned all its right, title, and interest in the Loan Documents to Partum, making Partum the sole lender and holder of the Loan Documents.
• · The transaction is described as a share repurchase, with the Company receiving its own shares in exchange for the loan assignment.

23-07-2026

Workhorse Group Inc. approved a Short-Term Incentive Plan (STIP) effective January 1, 2026, tying cash bonuses for top executives to adjusted EBITDA and revenue (each weighted 50%). CEO Scott Griffith, CFO Jody Davis, and EVP Joshua Anderson each have a target payout of 50% of base salary, with actual payouts ranging from 0% to 150% of target based on performance. The plan includes clawback provisions and requires employment on the payment date, with exceptions for death, disability, retirement, or change in control.

• · STIP is effective January 1, 2026, and was approved by the Human Resource Management and Compensation Committee on July 20, 2026.
• · The Committee retains authority to change target payouts, amend or cancel bonuses before they are earned, and adjust performance targets and methodology.
• · Payouts are subject to the Company's forfeiture, recoupment, or clawback policy.
• · No financial results or prior-period comparisons are provided in this filing.

23-07-2026

GridAI Technologies Corp. made a $2,000,000 secured convertible loan to Pronghorn Resources, LLC on July 17, 2026. The loan bears 7% annual interest and matures on December 31, 2026, or upon a change of control. Upon default, GridAI can convert the loan into 10% of Pronghorn's fully diluted membership interests.

• · The note is secured by all of Pronghorn's assets under a Security Agreement.
• · The note ranks pari passu with Pronghorn's existing indebtedness.
• · Maturity date is the earlier of December 31, 2026 or a Change of Control Transaction.
• · Interest calculated on a 360-day year basis.
• · Default Amount includes principal, accrued interest, and other costs minus any converted amounts.
• · Event of Default includes payment defaults (5-day cure for interest), covenant breaches (20 business days or 7 calendar days cure), and cross-defaults under Transaction Documents.

23-07-2026

GE HealthCare announced CFO Jay Saccaro will step down for an expanded role outside medtech; George Newcomb (Controller & CAO) named interim CFO. The company reported preliminary Q2 2026 results with revenue growth of 5.7% YoY to $5,295M and organic revenue growth of 3.5%, while reaffirming full-year 2026 guidance. Adjusted EPS performance exceeded prior expectations, reflecting business momentum.

• · CFO transition: Jay Saccaro will remain through August 14, 2026 to assist with handover.
• · George Newcomb has 38+ years of finance experience, served as Controller since Feb 2016 and CAO since 2023 spin-off.
• · Full-year 2026 guidance reaffirmed (previously provided on April 29, 2026).
• · Complete Q2 2026 results will be reported on July 29, 2026, with an earnings call at 8:30 am ET.
• · Preliminary results are unaudited and subject to change.

23-07-2026

Four Leaf Acquisition Corporation amended its charter to extend the deadline to complete an initial business combination from June 22, 2026 to June 22, 2027, with up to twelve additional one-month extensions available. Each monthly extension requires a $75,000 deposit into the trust account. The amendment was approved by the board and stockholders.

• · Original deadline for business combination was June 22, 2026; now extended to June 22, 2027.
• · Extension requires a $75,000 deposit into the trust account per month, with five business days advance notice.
• · Up to $100,000 of trust interest may be used for dissolution expenses.
• · Amendment was adopted under Section 242 of the Delaware General Corporation Law.

23-07-2026

Five Star Bancorp (FSBC) announced the launch of an underwritten public offering of its common stock, with Keefe, Bruyette & Woods as bookrunner and several co-managers. The net proceeds will be used for general corporate purposes, including investments in its banking subsidiary to support growth and working capital. The offering is made under an effective S-3 registration statement, and a preliminary prospectus supplement has been filed with the SEC.

• · The underwriters have a 30-day option to purchase additional shares of common stock.
• · The offering is made pursuant to a registration statement on Form S-3 (File No. 333-293089) declared effective by the SEC on February 9, 2026.
• · The company has ten branches in California, following the opening of a branch in Lodi in July 2026.

23-07-2026

Virtu Financial, Inc. announced that its subsidiaries closed incremental term loans of $500 million, increasing the total term loan balance under its senior secured credit facility to $2,030 million. The loans bear interest at Term SOFR + 250 basis points and were issued at par, with proceeds intended for general corporate purposes. The filing reflects a routine debt financing event with no indication of financial distress or operational change.

• · The incremental term loans were priced and closed by subsidiaries of Virtu Financial, Inc.
• · The loans bear interest at Term SOFR + 250 basis points and were issued at par.
• · Proceeds may be used for general corporate purposes.
• · The Term Loans are guaranteed by Virtu Financial LLC and certain of its subsidiaries.
• · Virtu operates in over 50 countries and multiple asset classes including equities, ETFs, foreign exchange, futures, fixed income, cryptocurrency, and commodities.

23-07-2026

Summit Therapeutics Inc. entered into a distribution agreement with J.P. Morgan Securities LLC on July 23, 2026, to sell up to $380,000,000 of its common stock in at-the-market offerings. The company will pay a 3.0% commission on sales but is not obligated to sell any shares and may suspend offerings at any time.

• · The distribution agreement is filed as Exhibit 1.1 to the 8-K.
• · The shares are offered under the company's effective Form S-3 registration statement (File No. 333-296642) filed June 9, 2026.
• · A prospectus supplement was filed with the SEC on July 23, 2026.
• · Baker & Hostetler LLP provided a legal opinion on the validity of the shares, filed as Exhibit 5.1.

23-07-2026

Western Union disclosed that EVP and Chief Legal Officer Benjamin Adams will retire effective November 2, 2026, under the company's Voluntary Retirement Program. He will receive six months of base salary, a prorated 2026 target annual incentive, and continued vesting of outstanding equity awards. The departure is part of a broader program for eligible U.S.-based employees, with no financial impact disclosed.

• · Benjamin Adams notified the company on July 20, 2026, of his intention to retire.
• · Effective date of departure: November 2, 2026.
• · Voluntary Retirement Program eligibility: U.S.-based employees at least 50 years old with at least 5 years of service and combined age and service of at least 60 years, electing to retire on or before December 31, 2027.
• · Benefits: six months base salary, prorated 2026 target annual incentive, continued vesting of outstanding equity awards under the 2024 and 2015 Long-Term Incentive Plans.
• · Adams will continue to oversee legal, privacy, public policy, and enterprise risk functions during the notice period and assist with transition.

23-07-2026

ImageneBio appointed Yanina Grant-Huerta as CFO effective July 20, 2026, with a $450,000 base salary, 40% bonus target, and equity grants of 65,000 RSUs and 95,000 stock options. However, the company also disclosed that Chief Medical Officer Benjamin Porter-Brown will transition to a consulting role effective July 24, 2026, signaling a leadership change in a key clinical development position.

• · CFO appointment effective July 20, 2026; CEO had been serving as interim principal financial officer.
• · Yanina Grant-Huerta previously served as Chief Accounting Officer at Atara Biotherapeutics from March 2025 to July 2026 and spent 14 years at Amgen.
• · RSU grant vests 25% on one-year anniversary, then 1/12th quarterly; option grant vests 25% on one-year anniversary, then 1/36th monthly.
• · Severance benefits include 12 months base salary plus 100% target bonus (during change in control) or 12 months base salary (outside change in control), plus health benefits.
• · CMO Benjamin Porter-Brown transitions to consulting role effective July 24, 2026.

23-07-2026

Albemarle Corporation appointed Eduardo Bartolomeo to its Board of Directors effective July 21, 2026. Bartolomeo brings over 30 years of leadership experience in mining and logistics, having served as CEO of Vale S.A. from 2019 to 2024. He will join the Audit & Finance Committee and the Safety, Sustainability, Operations & Capital Committee. The filing contains no financial results or period-over-period comparisons.

• · Bartolomeo holds an MBA from MIT and Katholieke Universiteit Leuven, and a bachelor's in metallurgical engineering from Universidade Federal Fluminense.
• · He also serves on the Board of Directors of Boston Metal, Inc.

23-07-2026

Fermi Inc. appointed George Wentz as General Counsel, Anna Bofa as Chief Commercial Officer, Jacobo Ortiz as Chief Operating Officer, and Rob Masson as Chief Financial Officer, effective July 22, 2026. The Board approved five-year employment agreements with annual base salaries of $500,000 for Wentz, Bofa, and Ortiz, and $650,000 for Masson, plus target bonuses of 100% of base salary and long-term incentive awards ranging from $2.25M to $3M. No negative or flat performance metrics were reported in this filing.

• · Officer appointments effective July 22, 2026.
• · Employment agreements have an initial term of five years.
• · Each officer eligible for target annual bonus equal to 100% of base salary, maximum bonus 200% of target.
• · Severance includes 18 months base salary plus 1.5x target bonus, unpaid bonus for preceding year, and up to 18 months COBRA subsidy.
• · Anna Bofa and Rob Masson eligible for accelerated vesting of sign-on equity award as part of severance.
• · Anna Bofa also eligible for additional lease-related and incremental sales-related equity awards subject to performance thresholds.
• · LTIP awards consist of 30% restricted stock units and 70% performance stock units.
• · George Wentz founded MAD Energy in January 2020 and has been a partner at Davillier Law Group since January 2008.
• · Company entered into standard indemnification agreements for directors and officers with each officer.

23-07-2026

XMax Inc. (XWIN) disclosed that its wholly owned subsidiary, Xmax Beta Holdings Ltd., increased its interest in Preamble X Capital I to over 99.9% via an additional subscription of $8.32 million. Subsequently, Preamble X Capital I subscribed for approximately 48% interests in a private investment fund for $8.0 million, which intends to invest substantially all of its assets in shares of Figure AI Inc. The transactions were completed on July 17 and July 22, 2026, respectively.

• · The applicable management fee percentage for the Company in Preamble X Capital I is 0%.
• · The Fund Manager intends to invest substantially all of its investable assets in shares of common or preferred stock of Figure AI Inc.

23-07-2026

ADTRAN Holdings, Inc. announced a new senior secured credit facility led by JPMorgan that refinances existing debt, enhances liquidity, lowers borrowing costs, extends maturities, and improves covenant flexibility. The company highlights strong lender confidence and a strengthened financial foundation to support long-term growth and strategic investments.

• · The facility is a senior secured credit facility led by JPMorgan Chase Bank, N.A. as Administrative Agent.
• · The facility refinances the company's existing credit arrangements.
• · The syndicate includes a premier group of global financial institutions.
• · The company is the majority shareholder of Adtran Networks SE.

23-07-2026

Pioneer Bancorp, Inc. appointed Michael T. Keegan, a recently retired M&T Bank executive with over 40 years of experience, to its Board of Directors effective July 23, 2026. Keegan will also serve on the Audit and Compensation Committees and join the boards of Pioneer Bancorp, MHC and Pioneer Bank, National Association. The appointment is a routine board addition with no financial impact or performance data disclosed.

• · Keegan retired from M&T Bank in 2025 after 31 years of service.
• · He co-founded In Medio Advisors, LLC and is a Partner in Innovative Micro Grid Technologies.
• · He holds a bachelor's degree from University of Massachusetts Amherst and an MBA from Union College.
• · Pioneer has over $2 billion in assets and operates 23 offices in New York's Capital Region.

23-07-2026

Red Robin Gourmet Burgers, Inc. appointed Michael Kappitt, Chief Operating and Insights Officer at Subway, to its Board of Directors, effective July 24, 2026. The Board was expanded from seven to eight members to accommodate the appointment. Mr. Kappitt will serve as an independent director until the 2027 Annual Meeting and will not serve on any committees initially.

• · Mr. Kappitt has served as Chief Operating and Insights Officer at Subway since March 2020.
• · Prior to Subway, he held leadership roles at Bloomin' Brands, Inc. from 2011 to 2020, including President of Carrabba's Italian Grill and Global Chief Marketing Officer.
• · There are no reportable transactions between the Company and Mr. Kappitt under Item 404(a) of Regulation S-K.
• · Mr. Kappitt was not selected pursuant to any arrangement or understanding with any other person.

23-07-2026

Arq, Inc. amended CEO Robert Rasmus's employment agreement on July 23, 2026, setting a term through July 23, 2029, and reducing his annual salary to $50,000 while eliminating his eligibility for annual bonuses and long-term incentive compensation. In conjunction, the Compensation Committee granted 600,000 time-based RSUs and 600,000 performance-based RSUs under the 2026 Omnibus Incentive Plan, with performance-based RSUs tied to stock price targets of $3.00, $6.00, and $9.00 per share. Additionally, the performance period for 400,000 inducement RSUs granted in 2023 was extended to July 17, 2029.

• · Time-based RSUs: 300,000 vest on second anniversary of grant date, remainder on third anniversary.
• · Performance-based RSUs: 200,000 vest at 30-day VWAP of $3.00, 200,000 at $6.00, and 200,000 at $9.00, all within three years.
• · Performance-based RSUs that meet thresholds before first anniversary do not vest until first anniversary.
• · Inducement RSU performance period extended from July 17, 2026 to July 17, 2029.
• · All RSUs accelerate upon change in control or termination without cause, for good reason, or due to death/disability.

23-07-2026

Auddia Inc. entered into senior unsecured bridge notes with four target companies (Thramann Holdings, LT350, Influence Healthcare, and Voyex) to provide interim funding while its pending merger with McCarthy Finney, Inc. is being finalized. The bridge notes total up to $1.4M in potential funding, with interest at 8% per annum and automatic conversion into equity at an 80% discount upon qualified financings. The merger, which would make McCarthy Finney a publicly traded holding company under ticker MCFN, is subject to stockholder approval at a special meeting in late August 2026, and includes a closing condition that Auddia's net cash be at least $12M.

• · Bridge notes are unsecured senior obligations of each target company.
• · Thramann Holdings bridge note is non-convertible; the other three are convertible upon a qualified financing.
• · Any advance over $50,000 requires Audit Committee approval.
• · No further funding if the merger agreement is terminated.
• · Merger closing condition: Auddia's net cash at closing must be at least $12M, and bridge note advances are credited toward that condition.
• · Special stockholder meeting for merger approval is planned for late August 2026.

23-07-2026

NextBoat Inc. (NYSE: NXB) announced the resignation of director Michael Kosloske effective July 17, 2026, with no disagreement with the company. The Board appointed Zebulon Z. Hadley, IV, a 44-year-old award-winning entrepreneur and CEO of National Coatings, Inc., to fill the vacancy effective July 23, 2026. Hadley will also serve as Chair of the Compensation Committee.

• · Mr. Kosloske's resignation was not due to any disagreement with the company.
• · Mr. Hadley founded National Coatings, Inc. in 2006 and previously founded Xstream Pressure Cleaning (2003-2012).
• · Mr. Hadley attended North Carolina State University (2001-2003) studying Agricultural Business Management.
• · Mr. Hadley is a recipient of the 2023 Ernst & Young Southeast Entrepreneur of the Year award and the 2025 Triangle Business Journal CEO of the Year award.
• · Mr. Hadley serves on the boards of the American Cancer Society (North Carolina), the General Hugh Shelton Leadership Center Advisory Board, the Greater Raleigh Chamber of Commerce Board of Advisors, and Children’s Flight of Hope.
• · No family relationships or material interests in transactions requiring disclosure under Item 404(a) of Regulation S-K.
• · Standard non-employee director compensation will apply to Mr. Hadley.

23-07-2026

On July 21, 2026, the Board of Faeth Therapeutics, Inc. approved one-time supplemental grants of performance-based stock options to current employees, including CEO Anand Parikh (398,018 options), General Counsel Christopher Gerry (84,766 options), and SVP Finance Josiah Craver (30,824 options). The options vest only if a $70.00 stock price hurdle is achieved within four years, and are forfeited if the hurdle is not met or employment terminates before vesting. Notably, the Board determined in June 2026 that Gerry and Craver are no longer executive officers, despite being named executive officers for FY2025.

• · The performance options vest in a single tranche on the later of the Stock Price Hurdle achievement date and the first anniversary of grant, subject to continued service.
• · The Stock Price Hurdle is defined as the average closing price over any 30 consecutive calendar days equaling or exceeding $70.00, measured within a four-year performance period.
• · In a change of control, the hurdle is deemed achieved if per-share consideration is at least $70.00; otherwise, options are forfeited.
• · The Board determined in June 2026 that Christopher Gerry and Josiah Craver are no longer executive officers under Rule 3b-7, despite being named executive officers for FY2025.

23-07-2026

FG Merger II Corp. (FGMC), a blank-check company, filed its audited financial statements for the year ended December 31, 2025, along with an 8-K reporting the entry into material agreements related to its IPO. The company completed its IPO on January 30, 2025, raising $80.0M in gross proceeds and placing $80.8M into a trust account, generating investment income of $3.0M. However, the company reported a net loss from operations of $(972,161) and general and administrative expenses of $972,161, reflecting the costs of operating as a pre-business-combination SPAC with no operating revenues.

• · The company's common stock has par value $0.0001; 100,000,000 shares authorized; 2,295,800 issued and outstanding (excluding 8,000,000 shares subject to possible redemption) as of December 31, 2025.
• · The company has not yet commenced any operations and will not generate operating revenues until after a Business Combination.
• · The trust account funds are invested in a money market fund meeting Rule 2a-7 under the Investment Company Act.
• · The company must complete a Business Combination with target(s) having fair market value at least 80% of net assets in the trust account, and must acquire 50% or more of voting securities or a controlling interest.
• · The $15 Private Warrants are exercisable for a period of 10 years from the Business Combination date and are non-redeemable.
• · The company issued 40,000 underwriter units and 7,500 advisor units.
• · 300,000 founder shares were forfeited due to no over-allotment exercise by the underwriter.
• · Total stockholders' equity turned positive from $(2,632) at December 31, 2024 to $389,529 at December 31, 2025.
• · Accounts payable increased from $25,728 to $57,171 year over year.
• · Tax liability of $137,747 was recorded in 2025; none in 2024.

23-07-2026

Victory Capital Holdings, Inc. announced the resignation of Dominique Carrel-Billiard from its Board of Directors, effective July 23, 2026, due to his departure from Amundi. Concurrently, the Board appointed Nicolas Calcoen, Deputy CEO and Head of Strategy, Finance and Control at Amundi, as a Class III Director with a term expiring at the 2027 Annual Meeting. The changes are routine board succession events with no financial impact disclosed.

• · Nicolas Calcoen holds a bachelor's degree in Public Service and Administration and a Master of Science in Economics and International Business from Institut d’Études Politiques – Paris, plus a postgraduate professional degree from the National School for Administration for State & Senior Civil Service.
• · The appointment was recommended by the Board’s Nominating & Governance Committee.
• · Mr. Calcoen will serve as a Class III Director with a term expiring at the Company’s 2027 Annual Meeting of Stockholders.

23-07-2026

Paymentus Holdings, Inc. announced the resignation of director Adam Malinowski effective July 23, 2026, and the immediate appointment of Gregory Williams to fill the vacancy. Mr. Williams, a Managing Director at Accel-KKR (AKKR), was elected as a Class II director with a term expiring at the 2029 Annual Meeting. The changes are routine board transitions under AKKR's nomination rights and do not involve any disagreement with the company.

• · Mr. Williams holds an M.B.A. from the Darden School at the University of Virginia and an A.B. in History from Harvard College.
• · Mr. Williams will not receive any cash retainer fees or equity awards for his board service, consistent with AKKR-nominated director compensation practices.
• · Mr. Williams is not expected to be appointed to any committee of the Board.
• · The appointment was made pursuant to the Stockholders Agreement dated May 24, 2021, among the company, AKKR affiliates, and Dushyant Sharma and his affiliates.