US Material Events SEC 8-K Filings — July 24, 2026

24-07-2026

Scancell Holdings plc and Neuphoria Therapeutics Inc. announced an all-share merger in which Scancell will acquire Neuphoria. The combined company will operate as Scancell and list on Nasdaq under the symbol 'SCLT', while retaining Scancell's AIM listing. Alongside the merger, Scancell expects to secure up to $89 million in financing through a private placement ($39.1M), UK placing ($12.0M), retail offer ($3.0M), and debt financing ($25M from BlackRock). Existing Scancell shareholders will own 85.5% of the combined company, while Neuphoria shareholders will own 14.5%. The transaction is expected to close in late Q4 2026, subject to shareholder and regulatory approvals.

• · The combined company will apply to trade on Nasdaq under the symbol 'SCLT'.
• · Scancell's lead asset iSCIB1+ has fast-track designation from the FDA and demonstrated 77% Progression Free Survival at 22 months in the Phase 2 SCOPE study.
• · The Phase 3 iSCIB1+ primary readout is expected in H2 2028, with cash runway extending into 2029.
• · Neuphoria stockholders will receive Contingent Value Rights (CVRs) for potential future cash payments based on milestones from partnered assets, IP monetization, and Australian R&D tax credit.
• · The Merger Agreement may be terminated if not completed by 28 February 2027 (with possible 60-day extension if SEC has not declared F-4 effective).
• · Scancell does not intend to develop Neuphoria's non-partnered assets post-merger.
• · Lock-up agreements for 180 days post-Completion apply to directors and certain shareholders of both companies.
• · The Private Placement is conditional on EGM approval, Merger closing, and Nasdaq listing.
• · The UK Placing and Retail Offer are not conditional on the US Listing Transactions.
• · The Merger is conditional on Neuphoria's net cash at closing being at least $10 million.

24-07-2026

AAR CORP. filed a Form 8-K on July 24, 2026, announcing a special performance-based restricted stock award for fiscal 2027. The award is designed to incentivize leadership through stock price performance goals and service-based vesting conditions. The filing includes forward-looking statements regarding potential achievement of those goals.

• · The special award covers fiscal year 2027 (ending May 31, 2027) and requires the recipient to satisfy both stock price goals and service-based vesting conditions.
• · The filing is dated July 23, 2026, and signed by Jessica A. Garascia as the authorized officer.
• · Exhibit 10.1 contains the form of the restricted stock agreement; Exhibit 104 provides the cover page interactive data file.
• · The company disclaims any obligation to update forward-looking statements, except as required by law.

24-07-2026

Perceptive Capital Solutions Corp (PCSC) completed its business combination with Freenome, Inc. on July 23, 2026, with Freenome as the accounting acquirer. The combined entity, renamed Freenome, Inc., issued 107.4 million pro forma common shares, with Freenome equity holders owning 63.4%. The transaction included a $240 million PIPE investment and conversion of a Roche convertible note. Pro forma cash and cash equivalents total $332.6 million, but the combined company has an accumulated deficit of $1.45 billion.

• · Freenome equity holders hold 63.4% of pro forma common stock; PCSC public stockholders 6.0%; sponsor shares 2.3%; PIPE investors 22.3%; Roche convertible note 6.0%.
• · Pro forma total assets: $722.6 million; total liabilities: $335.3 million.
• · Freenome historical accumulated deficit as of March 31, 2026 was $1.41 billion; pro forma accumulated deficit is $1.45 billion.
• · PCSC had $92.7 million in trust account before redemptions; $8.2 million redeemed for extension and $15.1 million at closing.
• · Freenome had $102.1 million in short-term marketable securities and $156.9 million in property and equipment as of March 31, 2026.

24-07-2026

Hashdex Asset Management Ltd. and CSC Delaware Trust Company entered into a Sixth Amended and Restated Trust Agreement for the Hashdex Nasdaq Crypto Index US ETF (NCIQ) on July 23, 2026, replacing the Fifth Amended and Restated Trust Agreement from January 20, 2026. The amended agreement updates the trust's governing structure, definitions, and operational procedures, including provisions for staking activities on eligible crypto assets like Ether. The filing is a routine administrative update to the trust's legal framework and contains no financial results or performance data.

• · The trust was formerly known as the Hashdex Nasdaq Crypto Index US ETF.
• · The agreement includes provisions for 'Eligible Staking Assets' and 'Net Staking Income' from staking activities.
• · The Index is the Nasdaq CME Crypto Settlement Price Index™ (NCIS) administered by the Index Provider (Nasdaq, Inc.).
• · The Calculation Agent is CF Benchmarks Limited.
• · The Partnership Representative is Bruno Melo Caratori (or his designee).
• · The trust is governed by the Delaware Statutory Trust Act.

24-07-2026

Healthy Extracts Inc. entered into a Securities Purchase Agreement on July 17, 2026, issuing a $258,750 promissory note to LABRYS FUND II, L.P. The note carries a 10% interest rate, a one-year maturity, and includes an original issue discount of $33,750, resulting in net proceeds of $225,000 (minus expenses). The note is convertible after 180 days at a discount to market price, and the company must make monthly amortization payments of $36,964.28 starting January 18, 2027, unless converted. The transaction was conducted as an unregistered sale of securities to an accredited investor.

• · The note may not be prepaid without the Holder's consent.
• · Conversion price is the lesser of $2.00 per share or 75% of the lowest closing bid price during the 15 trading days prior to conversion.
• · Monthly amortization payments of $36,964.28 begin January 18, 2027 and continue for six months.
• · The securities were issued in reliance on Section 4(a)(2) of the Securities Act to an accredited investor.

24-07-2026

Outlook Therapeutics, Inc. granted stock options to CEO Robert C. Jahr (100,000 options) and CFO Lawrence A. Kenyon (210,078 options) at an exercise price of $1.4304 per share, vesting on July 21, 2027. Additionally, the Compensation Committee approved cash bonuses of $420,000 for the CEO and $200,000 for the CFO, payable only if the FDA approves ONS-5010 (bevacizumab-vikg) by July 31, 2026. The awards recognize their contributions to the BLA process and the company's non-payment of 2025 annual bonuses.

• · The stock options were granted under the company's 2024 Equity Incentive Plan.
• · The options vest and become exercisable on July 21, 2027, subject to continued service.
• · The cash bonuses are contingent on FDA approval of ONS-5010 by July 31, 2026, and continued service through payment date.
• · The bonuses were awarded in part due to the company's non-payment of annual bonuses for 2025 service.

24-07-2026

Matador Resources Company announced two strategic acquisitions in the Delaware Basin: the Paloma Permian acquisition for $1.275 billion in cash, adding 16,235 net undeveloped acres and ~11,100 BOE/d of production, and the Ridge Runner Resources acquisition adding ~50,000 contiguous net acres in the Woodford formation. The company also reported successful initial production from its Rae's Creek Woodford exploratory well, exceeding 2,200 BOE/d (72% oil) and performing 20% better than average Woodford wells in Texas on a 60-day cumulative basis. The acquisitions are expected to be funded through cash on hand and borrowings, with a goal of reducing leverage to ~1.0x within 12-18 months of closing.

• · Paloma Acquisition includes 16,235 net undeveloped acres in Eddy and Lea Counties, New Mexico, majority held by production.
• · Paloma adds over 156 net locations (normalized to two-mile laterals), primarily in Bone Spring and Wolfcamp formations.
• · Paloma properties have PV-10 of $816 million and total proved reserves of 55 million BOE.
• · Ridge Runner Acquisition adds over 150 net operated Woodford locations at approximately $1.3 million per net location.
• · Combined Woodford position of ~50,000 net acres acquired at an average cost of $4,000 per acre.
• · Matador expects to generate ~$1 billion in adjusted free cash flow for full-year 2026.
• · Company aims to reduce leverage to ~1.0x within 12-18 months of closing.
• · Rae's Creek well initial production exceeded 2,200 BOE/d (72% oil) during official 24-hour test on June 29, 2026.
• · Well costs expected to be reduced by 30-40% in next 12-18 months.
• · Paloma Acquisition expected to close in Q4 2026.
• · Second quarter 2026 earnings conference call scheduled for August 6, 2026 at 10:00 am Central Time.

24-07-2026

On July 22, 2026, TransDigm Group Incorporated appointed Irina Krasik to its Board of Directors effective immediately. Ms. Krasik is a Managing Director at Stellex Capital Management (since 2021) with prior senior roles at Bregal Investments, The Wicks Group (8+ years), The Carlyle Group and Merrill Lynch; she will receive the Company’s standard non-employee director compensation. No committee assignments, related-person transactions, or special arrangements were disclosed.

• · Date of appointment: July 22, 2026 (report filed July 24, 2026).
• · Ms. Krasik has served at Stellex Capital Management since 2021 and previously spent more than eight years at The Wicks Group.
• · Ms. Krasik holds an M.B.A. from Harvard Business School and a B.S. in Finance from Rutgers University.
• · Ms. Krasik has not been appointed to any Board committees.
• · There are no arrangements or understandings regarding her selection and no related person transactions reportable under Item 404(a) of Regulation S-K.
• · Ms. Krasik will be paid under the Company’s standard compensation arrangements for non-employee directors as set forth in the Company’s 2026 proxy statement.

24-07-2026

Kontoor Brands, Inc. (NYSE: KTB) announced the election of Tom Waldron to its Board of Directors, effective immediately, and an increase in the board size from six to seven directors. Waldron, a former EVP and COO of Kontoor, brings deep expertise in the Wrangler and Lee brands, supply chain, and product development. The appointment is expected to strengthen the company's multi-brand platform and support long-term growth.

• · Tom Waldron previously served as EVP and COO of Kontoor, leading Wrangler and Lee brands globally and overseeing supply chain, product development, and innovation.
• · Waldron also serves as a board member at The LYCRA Company.
• · He earned a bachelor's degree in Management from the University of North Carolina at Greensboro's Bryan School of Business.

24-07-2026

SBA Communications Corporation entered into a new Credit Agreement dated July 23, 2026, with Wells Fargo Bank as Administrative Agent and Citibank as Syndication Agent, establishing a syndicated credit facility. The agreement includes a pricing grid tied to the company's senior unsecured debt ratings, with interest rates ranging from 0.750% to 1.375% for Eurocurrency Rate Loans and commitment fees from 0.08% to 0.20%. The facility provides for loans in multiple currencies and includes provisions for letters of credit, commitment increases, and maturity date extensions.

• · The Credit Agreement is dated July 23, 2026, and was filed on July 24, 2026.
• · The agreement includes a pricing grid with five levels based on senior unsecured debt ratings from S&P and Fitch.
• · Base Rate Loans at Levels I, II, and III have an Applicable Rate of 0%.
• · The agreement references indentures for notes due 2026, 2027, and 2029.
• · The facility supports multiple alternative currencies: Sterling, Euros, Yen, Canadian Dollars, and Australian Dollars.
• · The agreement includes negative covenants including a Consolidated Senior Secured Leverage Ratio and a Consolidated Total Net Leverage Ratio.

24-07-2026

Hewlett Packard Enterprise (HPE) appointed David Goulden to its Board of Directors, effective July 24, 2026. Goulden brings over 35 years of management and financial leadership experience from global technology companies, most recently as CFO of Booking Holdings. He will serve on the Finance & Investment Committee and HR & Compensation Committee.

• · Goulden previously served on the board of VMware, where he was a member of the Audit and Mergers & Acquisitions Committees.
• · He helped manage integration efforts after the EMC transaction, which at the time was the largest technology merger in history.
• · Goulden served as President of the combined company’s Infrastructure Solutions Group, which included its storage, server, and networking businesses, until he joined Booking Holdings.

24-07-2026

Lisata Therapeutics terminated its merger agreement with Kuva Labs (Parent) and its acquisition subsidiary after Kuva failed to fund the tender offer, which expired on July 20, 2026. The deal valued Lisata at $4.00 per share in cash plus up to $3.00 per share in contingent value rights (CVRs). Under the merger agreement, Kuva must pay a $2 million termination fee, and Lisata reserves the right to seek additional damages, though it warns that its limited financial resources and Kuva's potential inability to pay may hinder recovery. Going forward, the Board will evaluate strategic alternatives including a reverse merger, asset sales, dissolution, or other transactions—with no set timeline and no assurance of success.

• · The tender offer expired at 11:59 p.m. New York City time on July 20, 2026.
• · Parent informed Lisata they could not obtain sufficient financing to fund the offer.
• · Equiniti Trust Company will return all tendered shares to holders.
• · The Company has limited financial resources to fund any potential litigation against Parent or Purchaser.
• · There is no assurance that Parent or Purchaser could satisfy a judgment with their existing assets.
• · Lisata's Board has not set a timetable for the strategic review and will not comment further until a definitive course is approved.

24-07-2026

Digital Brands Group, Inc. (DBGI) entered into a Securities Purchase Agreement on July 23, 2026, issuing a $3.53M unsecured convertible promissory note to raise $3.0M in net proceeds for working capital and liability repayment. The company also secured a $100M equity line of credit (ELOC) with the same purchaser, allowing it to sell up to $100M of common stock over three years at a 5% discount to market prices. The financing carries significant costs, including a 20% default interest rate, 120% mandatory default amount, and potential dilution from conversion at a discount to market price.

• · The note matures on January 23, 2027, with four scheduled repayments totaling $3,529,412.
• · Conversion is only permitted during an event of default, at a price equal to the greater of 90% of the lowest closing price in the prior 5 trading days or a floor price.
• · The ELOC allows the company to sell up to $100M of common stock at 95% of the lowest daily VWAP, subject to volume limits and a 19.99% exchange cap.
• · Aegis Capital Corp. received a 3.0% commission on the note placement and will receive 3.0% on future ELOC put share sales.
• · The purchaser received a $1M commitment fee (1.0% of $100M facility) payable in shares or pre-funded warrants.
• · The registration statement must cover 200% of all note shares issuable upon conversion.
• · The ELOC is governed by Wyoming law with mandatory arbitration for disputes.

24-07-2026

Starfighters Space, Inc. (FJET) engaged CBIZ CPAs P.C. as its new independent registered public accounting firm on July 22, 2026, replacing its prior auditor. The change was approved by the Audit Committee and disclosed via a press release on July 24, 2026. The filing confirms there were no disagreements or reportable events with the former auditor, and no prior consultations with CBIZ CPAs on accounting matters.

• · The engagement was effective July 22, 2026, and the press release was issued July 24, 2026.
• · No disagreements or reportable events occurred with the former auditor during the two most recent fiscal years (ended Dec 31, 2025 and 2024) or the subsequent interim period.
• · The company is an emerging growth company and has not elected to use the extended transition period for complying with new financial accounting standards.

24-07-2026

Laser Photonics Corp (LASE) announced the appointment of Rosenfield & Company, PLLC as its new independent registered public accounting firm, replacing Weinberg & Company, P.A., effective July 20, 2026. The change was approved by the Audit Committee and there were no disagreements or reportable events with the former auditor. However, the prior auditor's report for the year ended December 31, 2025 included an explanatory paragraph regarding substantial doubt about the company's ability to continue as a going concern.

• · The prior auditor's report for FY2025 contained an explanatory paragraph regarding substantial doubt about the company's ability to continue as a going concern.
• · The company did not consult with Rosenfield regarding any accounting principles or audit opinions prior to appointment.
• · Weinberg & Company provided a letter to the SEC agreeing with the company's disclosures, filed as Exhibit 16.1.

24-07-2026

Northwest Bancshares, Inc. (NWBI) disclosed in an 8-K filing that its Compensation Committee and Board approved a new award of 125,298 restricted stock units to CEO Lou Torchio on July 22, 2026, effective July 31, 2026. The award replaces a portion of a prior $2,000,000 RSU grant from December 2024 that was rescinded due to exceeding the old plan's individual grant limit, and also compensates for forgone annual grants in 2025 and 2026. The new award is designed to incentivize Mr. Torchio to remain as CEO past his planned retirement age of 65 in 2027, with vesting tied to continued employment and performance conditions.

• · The original $2,000,000 RSU award was approved on November 20, 2024, granted December 20, 2024, and partially rescinded on August 20, 2025 due to exceeding the 2022 Plan's $1,000,000 annual individual limit.
• · The 2026 Plan, approved by shareholders on May 20, 2026, raised the individual grant limit to $5,000,000 per calendar year.
• · The new award of 125,298 RSUs includes shares rescinded from the original award plus shares that would have been granted in March 2025 and March 2026 under the higher limit.
• · Vesting occurs on the fourth anniversary of the grant date (July 31, 2030), with settlement in two installments: on vesting date and six months after termination following vesting.
• · Accelerated vesting applies upon death/disability, or termination without cause/for good reason within 24 months of a change in control, or after age 65.
• · If termination without cause/for good reason occurs before age 65 and outside the change-in-control window, a pro-rated portion vests based on time served during the four-year period.
• · Mr. Torchio will turn 65 in 2027; the award is intended to incentivize him to stay past normal retirement age.

24-07-2026

On July 20, 2026, Stardust Power Inc. director Charlotte Nangolo resigned from the Board and its Audit and Compensation Committees for personal reasons, effective immediately. The company stated the resignation was not due to any disagreement with its operations, policies, or practices. No replacement or further board changes were announced.

• · Resignation effective immediately on July 20, 2026.
• · Ms. Nangolo served on both the Audit Committee and Compensation Committee.
• · The company is an emerging growth company as defined under SEC rules.
• · No extended transition period election for new financial accounting standards was made.

24-07-2026

FedEx Corp announced the approval of a new Executive Severance Plan on July 20, 2026, replacing prior Management Retention Agreements, which will govern all future executive officer separations. The plan includes multipliers of 2x for the CEO, 1.5x for executives with 10+ years of service, and 1x for others, with enhanced 2x multipliers for all executives in the event of a qualifying termination within 24 months after a change of control. Additionally, a one-time special cash bonus pool was established for approximately 1,100 employees in recognition of fiscal 2026 achievements, including above-plan adjusted operating income and structural cost savings exceeding the $1 billion target, with named executive officers receiving bonuses of $1,900,000 (CEO Rajesh Subramaniam) and $850,000 (Brie A. Carere).

• · The Executive Severance Plan conditions benefits on execution of a full release of claims and non-competition/non-solicitation covenants; FedEx may seek recovery of severance if covenants are violated.
• · For termination without cause or with good reason (no change of control), severance includes a lump sum cash payment equal to the multiplier times (annual base salary + annual target cash bonus), a prorated bonus, COBRA subsidy for 18 months, and outplacement/tax preparation services.
• · Executives with 20+ years of service will have their termination deemed a 'Retirement' under the Omnibus Plan for equity award treatment.
• · In a change of control scenario (qualifying termination within 24 months), the multiplier for all executives is 2x.
• · The special bonus pool was established in June 2026 for approximately 1,100 managing directors and above, based on fiscal 2026 achievements including above-plan adjusted operating income and structural cost savings exceeding the $1 billion target.

24-07-2026

CEA Industries Inc. disclosed several key governance changes in an 8-K filed July 24, 2026. A Consulting Agreement with W4 LLC provides Alex Odagiu as Interim President at $25,000/month (32 hours/week), and William B. Miller was appointed Interim Principal Executive Officer (in addition to CFO) with no extra compensation. At the Special Meeting on July 22, 2026, all six director nominees were elected, the auditor was ratified, and advisory say-on-pay passed, but the proposed 2025 and 2026 Equity Incentive Plans both failed—with 12,705,550 against vs 5,979,996 for the 2025 plan and 7,241,066 against vs 10,545,185 for the 2026 plan.

• · Consulting Agreement with W4 LLC can be terminated by the Company only for cause until a new CEO is appointed; after that, either party may terminate on 10 days' notice.
• · Mr. Odagiu recuses himself from any Board vote on termination of the Consulting Agreement.
• · David Namdar’s service as CEO ends no later than August 31, 2026, or earlier upon appointment of a new/interim CEO.
• · Advisory vote on named executive officer compensation passed with 10,032,528 for vs 8,641,418 against (plus 5,994,506 broker non-votes).
• · Proposal 6 (adjournment) passed with 16,259,972 for vs 7,252,130 against.

24-07-2026

Inspire Medical Systems appointed Michael H. Carrel to its Board of Directors effective July 20, 2026. Mr. Carrel, currently President and CEO of AtriCure, brings extensive medical device and public company leadership experience. He will receive standard non-employee director compensation including a $55,000 annual cash retainer and an initial equity award of $300,000 in restricted stock units.

• · Mr. Carrel was appointed as a Class III director with a term expiring at the 2027 Annual Meeting.
• · He will serve on the Organization and Compensation Committee and the Quality, Product Supply and Technology Committee.
• · Mr. Carrel is eligible for indemnification under the company's standard director and officer indemnification agreement.
• · He may elect to receive any portion of his annual cash retainers in shares of common stock.

24-07-2026

Berkshire Hathaway completed its acquisition of Taylor Morrison Home Corp for $72.50 per share in cash, representing a total equity value of approximately $6.8 billion and total enterprise value of approximately $8.5 billion. Taylor Morrison will be integrated with Berkshire's site-built homebuilding operations (Clayton Properties Group) and will continue to be led by CEO Sheryl Palmer. The combined entity delivered nearly 23,000 home closings in 2025, operates in 21 states and 52 housing markets, and is positioned as the fourth largest homebuilding operation in the U.S.

• · Taylor Morrison has been recognized as America's Most Trusted Builder by Lifestory Research since 2016.
• · Taylor Morrison was honored as one of Fortune's World's Most Admired Companies in 2026.
• · The combined entity serves renters, entry-level, move-up, and resort lifestyle segments.

24-07-2026

Microchip Technology Inc. disclosed that COO Richard J. Simoncic will resign effective August 17, 2026, to become CEO of Menlo Microsystems, Inc., a private company. The departure is a voluntary resignation and not due to any disagreement with the company. No replacement or interim COO has been announced, creating a leadership gap in operations.

• · Resignation effective date: August 17, 2026
• · Mr. Simoncic is leaving to become CEO of Menlo Microsystems, a private company in Irvine, California
• · No successor or interim COO has been named in the filing

24-07-2026

Elme Communities provided an update on its liquidation activities, reporting the sale of six properties in 2026 for aggregate gross proceeds of approximately $294 million. The company has entered a new purchase and sale agreement for Riverside Apartments at a contract price of $250 million after a prior deal was terminated, and three other properties remain under contract. However, the estimated total liquidating distribution range has been reduced to $16.41 - $16.61 per share (from $16.74 - $17.02 in May 2026), primarily due to a lower contract price for Riverside Apartments and increased expenses, reflecting ongoing market softening in the D.C. area.

• · The company sold five multifamily properties and one office property in 2026 for ~$294M.
• · A prior purchase and sale agreement for Riverside Apartments was terminated by the buyer on June 17, 2026.
• · The new Riverside Apartments agreement has a contract price of $250M, down from the prior deal price.
• · The remaining three properties (Elme Bethesda, The Kenmore, 3801 Connecticut Avenue) are under contract for ~$168M aggregate, but closings for the two DC properties are subject to TOPA regulatory requirements.
• · Elme Bethesda sale is expected to close no later than August 11, 2026, after obtaining a compliance certificate from Montgomery County.
• · The Term Loan balance was $251M as of July 23, 2026, and is intended to be repaid from proceeds of remaining property sales.
• · The company expects NYSE delisting and dissolution in Q4 2026, but will not voluntarily delist before completing the Riverside sale and repaying the Term Loan.
• · An additional liquidating distribution is expected before delisting, but amount and timing remain at the Board's discretion.
• · If a liquidating trust is formed, shareholder interests will generally not be transferable except by will, intestate succession, or operation of law.

24-07-2026

Constellation Brands held its 2026 Annual Meeting on July 22, 2026, where stockholders approved all proposals including the election of 12 directors, ratification of KPMG as auditor, advisory approval of executive compensation, and the amendment and restatement of the Long-Term Stock Incentive Plan. The Plan was extended through 2036 with a reserve of 6,000,000 shares for future grants. Following the meeting, E. Morgan Flatley was appointed to the Human Resources Committee. Notably, Richard Sands and Robert Sands each received over 16 million votes against their re-election, representing significant dissent.

• · Richard Sands received 128,831,253 votes for and 16,347,364 votes against (11.3% against).
• · Robert Sands received 128,852,826 votes for and 16,325,198 votes against (11.2% against).
• · Jennifer M. Daniels had the highest number of votes against among director nominees at 8,008,448.
• · The advisory vote on executive compensation passed with 137,687,386 for and 7,170,493 against (4.9% against).
• · Ratification of KPMG as auditor passed with 149,792,033 for and 5,651,357 against (3.6% against).
• · The Plan amendment and restatement was approved with 141,885,558 for and 2,943,598 against (2.0% against).
• · Broker non-votes were 10,269,602 on all director elections and the advisory compensation vote.

24-07-2026

Renatus Tactical Acquisition Corp I appointed Lauren Selig as a director effective July 21, 2026, and to its Audit, Compensation, and Nominating and Corporate Governance Committees. Ms. Selig brings over 25 years of experience in entertainment, technology, AI, blockchain, and venture investments. She will not receive cash compensation but will be issued 50,000 Class B ordinary shares by the sponsor as compensation.

• · Ms. Selig was appointed to the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.
• · She has entered into an indemnity agreement and a letter agreement on the same terms as those entered into by directors and officers at the time of the IPO.
• · Ms. Selig has agreed to vote any Class A Ordinary Shares held by her in favor of the Company's initial business combination and to facilitate liquidation if a business combination is not consummated within 24 months (or up to 30 months by Board resolution).
• · There are no family relationships between Ms. Selig and any other director or executive officer, and she was not selected pursuant to any arrangement with any person.
• · Ms. Selig has not engaged in any related party transaction reportable under Item 404(a) of Regulation S-K.

24-07-2026

Uinta Infrastructure Group Corp. filed an 8-K reporting a change in its certifying accountant (Item 4.01) and providing related financial statements and exhibits (Item 9.01). The filing does not disclose the name of the former or new accountant, the reason for the change, or any financial impact. No other material events, transactions, or financial metrics are mentioned.

• · The filing is dated July 24, 2026, and was filed on the same day.
• · The filing size is 199 KB.
• · No specific accountant names, reasons for change, or financial details are disclosed in the summary.
• · The sector is not specified.

24-07-2026

Armour Residential REIT, Inc. filed an 8-K on July 24, 2026, disclosing material U.S. federal income tax considerations for holders of its common and preferred stock, including its qualification as a REIT. The filing details complex tax rules, potential penalties for non-compliance, and the tax treatment of dividends, but does not report any financial results or operational changes. No positive or negative performance metrics are provided, as the filing is purely informational regarding tax status.

• · The filing includes a private letter ruling from the IRS regarding certain hedging matters, but not on other tax issues.
• · REIT dividends received by individual U.S. stockholders are generally taxed as ordinary income, with a 20% deduction available (unless the dividend is qualified dividend income or a capital gain dividend).
• · If the company fails the 75% or 95% gross income tests but still qualifies as a REIT, it faces a 100% tax on the excess income.
• · A 4% nondeductible excise tax applies if the company fails to distribute at least 85% of REIT ordinary income and 95% of REIT capital gain net income annually.
• · The company may be subject to a 100% excise tax on non-arm's-length transactions with its taxable REIT subsidiaries (TRSs).
• · Ownership of a taxable mortgage pool (TMP) could trigger tax on excess inclusion income allocable to Disqualified Organizations at the highest corporate rate.
• · The company must have at least 100 beneficial owners for 335 days per year and no more than 50% of shares owned by five or fewer individuals during the last half of the year.

24-07-2026

On July 23, 2026, NN, Inc. granted performance share units (PSUs) to its top three executives: CEO Harold Bevis (250,000 PSUs), COO Tim French (140,000 PSUs), and CFO Chris Bohnert (110,000 PSUs) under the company's Amended and Restated Omnibus Incentive Plan. The PSUs vest based equally on four metrics (cumulative adjusted EBITDA, free cash flow, net sales, and relative TSR) over a three-year performance period ending December 31, 2028, with payouts ranging from 0% to 200% of target. The grants are designed to reward past performance, motivate strategic achievement, and retain leadership.

• · The PSUs are subject to four equally weighted performance metrics: cumulative adjusted EBITDA, free cash flow, net sales (Jan 1, 2026 – Dec 31, 2028), and relative TSR vs. a peer group over three years from the grant date.
• · Vesting generally requires continued service through the date the Compensation Committee certifies achievement of performance goals.
• · In case of death or disability, PSUs vest at target or based on actual performance, prorated for service time during the performance period.
• · In a Change in Control, vesting is prorated using only the relative TSR component.

24-07-2026

Donaldson Company, Inc. announced that Director Douglas A. Milroy has notified the Board of his resignation, effective July 31, 2026. Mr. Milroy had served on the Board since 2016. The departure is a routine board change with no disclosed disagreement or controversy.

• · Resignation effective July 31, 2026.
• · No reason for resignation disclosed in the filing.
• · No mention of any disagreement with the company.

24-07-2026

Vera Bradley entered into Executive Severance Plan Agreements with COFO Martin Layding and CBO Melinda Paraie on July 24, 2026, providing severance benefits including 12 months base salary, pro-rated bonus, COBRA premiums, and accelerated vesting of equity upon termination without cause or for good reason. Additional 6 months base salary is payable if termination occurs near a Change in Control. The agreements include non-compete, non-solicitation, and non-disparagement covenants.

• · Severance includes 12 months base salary lump sum, unpaid prior year bonus, pro-rated current year bonus (if after Q1), up to 12 months COBRA premiums, immediate vesting of sign-on RSUs, and pro-rated vesting of other RSUs granted on or before Jan 31, 2028 (subject to performance targets).
• · Change in Control provision adds 6 months base salary if termination occurs within 6 months before or 24 months after a Change in Control.
• · Benefits are conditional on compliance with restrictive covenants: non-competition, non-solicitation, non-disclosure, and non-disparagement.

24-07-2026

BayCom Corp announced the resignation of director Sylvia L. Magid from its board and that of its subsidiary United Business Bank, effective July 22, 2026. The resignation was not due to any disagreement with management or the board. This is a routine board change with no financial impact.

• · Resignation effective July 22, 2026
• · No disagreement with boards or management cited

24-07-2026

L3Harris Technologies approved special one-time equity awards (Sustainment Awards) totaling $25M for three top executives to ensure retention and align interests with shareholders. The awards consist of 50% performance share units and 50% restricted stock units, with a three-year cliff vesting period through fiscal year 2029. No financial results or period-over-period comparisons are included in this filing.

• · Awards are granted under the company's 2024 Equity Incentive Plan.
• · PSUs and RSUs cliff-vest at the end of fiscal year 2029, subject to continued employment.
• · In case of involuntary termination without cause, pro-rata vesting applies: one-third after FY2027, two-thirds after FY2028, full after FY2029.
• · No vesting upon voluntary termination or retirement.
• · Grant date is August 3, 2026.

24-07-2026

Carrier Global Corporation appointed Neil Barua, President and CEO of PTC Inc., to its Board of Directors effective July 24, 2026. Mr. Barua will serve on the Technology and Innovation and Compensation Committees, bringing expertise in AI-driven digital transformation for industrial companies. The appointment is a routine board expansion with no financial metrics or performance changes reported.

24-07-2026

Stark Focus Group, Inc. entered into separate Share Purchase Agreements with HCDC LLC and Great Ocean Invest LLC to sell 4,200,000 shares of common stock to each investor at $200,000 per investor. The transactions, representing 45.78% of the company's outstanding shares in aggregate, are expected to close in the next few days and are exempt from registration under Section 4(a)(2) of the Securities Act. No prior period comparisons are available, so performance trends cannot be assessed.

• · The shares have a par value of $0.0001 per share.
• · The transactions are exempt from registration under Section 4(a)(2) of the Securities Act of 1933.
• · The filing date is July 24, 2026, and the event date is July 20, 2026.

24-07-2026

TEN Holdings, Inc. (XHLD) terminated four material advisory and service agreements with RyuShin Advisors, PeakValue, Cherish Gloss Group, and Jipsy Trade, effective July 20, 2026, as part of a strategic shift. Concurrently, director Yuji Ishida resigned on July 23, 2026, and Kevin Cheong Jia Jin was appointed to the board and compensation committee on July 24, 2026. No financial figures or period-over-period comparisons were provided in the filing.

• · Termination of RyuShin Advisors LLC Follow-On Offering Advisory Agreement (dated Feb 18, 2025) effective immediately.
• · Termination of PeakValue, LLC Master Services Agreement (dated Feb 18, 2025) effective immediately.
• · Termination of Cherish Gloss Group Limited Capital Market Services Agreement (dated Feb 18, 2025) effective upon 90 days' notice, i.e., October 18, 2026.
• · Termination of Jipsy Trade Limited Consultancy Agreement (dated Feb 18, 2025) effective upon 30 days' notice, i.e., August 19, 2026.
• · Yuji Ishida's resignation was not due to any disagreement with the company.
• · Kevin Cheong Jia Jin was determined to be independent under NASDAQ rules.
• · No related person transactions involving Mr. Cheong Jia Jin were reported.

24-07-2026

Limbach Holdings, Inc. entered into a Third Amendment to its credit agreement, increasing its revolving credit facility from $100 million to $125 million and obtaining lender consent to acquire CYMCOR, Inc. for total consideration exceeding $25 million. The amendment also adjusts the applicable interest rate margins based on the company's senior leverage ratio.

• · The amendment waives the $25 million total consideration cap for Permitted Acquisitions specifically for the CYMCOR acquisition.
• · The applicable margin for SOFR revolving loans ranges from 1.75% to 2.25% depending on the senior leverage ratio.
• · The applicable margin for Prime revolving loans ranges from -1.25% to -0.75% (negative margin).
• · The commitment fee is fixed at 0.25% regardless of leverage ratio.
• · No Default or Event of Default existed as of the effective date.

24-07-2026

Jennifer Hyman, a Class I director and member of the Audit and Nominating & ESG Committees, will retire from the Board of The Estée Lauder Companies Inc. effective November 16, 2026, to focus on new endeavors. Her departure is not due to any disagreement with the company. The filing does not include any financial metrics or period-over-period comparisons.

• · Jennifer Hyman has served on the Board since 2018.
• · She is a member of the Audit Committee and the Nominating and ESG Committee.
• · Her retirement is effective November 16, 2026, the day before the 2026 Annual Meeting of Stockholders.

24-07-2026

Hercules Capital, Inc. issued $325,000,000 in aggregate principal amount of 6.300% Notes due 2031 through a public offering that closed on July 24, 2026. The notes are unsecured obligations ranking senior to subordinated debt and pari passu with other unsecured liabilities, and will be used to repay existing indebtedness and for general corporate purposes. The offering was underwritten by Goldman Sachs & Co. LLC and SMBC Nikko Securities America, Inc.

• · The notes mature on July 24, 2031, unless redeemed or repurchased earlier.
• · Interest is paid semiannually on January 24 and July 24, commencing January 24, 2027.
• · The notes are unsecured and not guaranteed by any subsidiaries.
• · The notes may be redeemed at the Company's option at par plus a make-whole premium.
• · The offering was made under a shelf registration statement on Form N-2 (No. 333-283735) filed December 11, 2024.
• · The underwriting agreement was entered into on July 21, 2026.

24-07-2026

Acura Pharmaceuticals, Inc. filed an 8-K to disclose an amended loan schedule under a Secured Promissory Note originally dated November 10, 2022 with Abuse Deterrent Pharma, LLC. The amendment adds 63 additional loans totaling $10,894,279 in aggregate principal, including $2,319,279 from the original note and $7,075,000 from prior loans (Loans #1 through #50) plus $1,500,000 in new loans (Loans #51 through #63) advanced between January and July 2026. The filing reflects ongoing debt financing but does not indicate a merger or acquisition.

• · The amended loan schedule includes 63 loans in total, with the original note dated November 10, 2022.
• · New loans (Loans #51 through #63) were advanced in 2026, with individual amounts of $100,000 or $200,000 each.
• · The filing is dated July 24, 2026, but the amendment was signed on July 20, 2026.

24-07-2026

SharonAI Holdings, Inc. announced the appointment of Anuj Goel as Chief Financial Officer, effective August 24, 2026, succeeding Tim Broadfoot who will assist with the transition. Mr. Goel brings over 20 years of experience from Macquarie, most recently as Head of Technology, APAC at Macquarie Capital. The filing is a routine leadership change disclosure and contains no financial results or material financial metrics.

• · Anuj Goel's first day as CFO is August 24, 2026.
• · Tim Broadfoot will work closely with Mr. Goel over the next few months to ensure a seamless transition.
• · Mr. Goel previously spent six years in Macquarie's global Venture Capital team evaluating investments in Europe, North America, and Asia Pacific.

24-07-2026

On July 20, 2026, Jonathan Bock resigned as Co-Chief Executive Officer of Blackstone Secured Lending Fund (BXSL). The departure was not due to any disagreement with the company's operations, policies, or practices. The filing does not disclose any financial impact or replacement details.

• · Resignation effective July 20, 2026
• · No disagreement cited as reason for departure
• · No successor or interim CEO named in the filing

24-07-2026

On July 21, 2026, TWFG, Inc. announced the resignation of Eugene N. Padgett as Chief Accounting Officer, effective immediately. The resignation was not due to any disagreement with the company's accounting practices, financial reporting, or operations. Concurrently, the company appointed Janice Zwinggi, the existing Chief Financial Officer, to also serve as Chief Accounting Officer (Principal Accounting Officer) without any new compensatory arrangements.

• · Eugene N. Padgett's resignation was effective July 21, 2026.
• · Janice Zwinggi's biographical information is referenced from the company's Definitive Proxy Statement filed on April 10, 2026.
• · No new compensatory arrangements were entered into with Ms. Zwinggi for the additional role.
• · There are no family relationships between Ms. Zwinggi and any director or executive officer, and she has no material interest in any transactions requiring disclosure under Item 404(a) of Regulation S-K.

24-07-2026

Lee Enterprises entered into a First Amendment to its Stock Purchase Agreement with a group of investors, modifying standstill provisions to allow certain investors owning more than 10% of outstanding common stock to purchase up to 600,000 shares in open market transactions during the standstill period, with the ability to exceed that limit through a qualified Rule 10b5-1 trading plan approved by the company. The amendment clarifies that investors may elect to make all permitted purchases through such a plan. No financial figures or period-over-period comparisons are provided in this filing.

• · Amendment dated July 24, 2026 modifies standstill provisions of original Stock Purchase Agreement dated December 30, 2025.
• · Investors beneficially owning more than 10% of outstanding common stock may purchase up to 600,000 shares during standstill period.
• · Additional purchases beyond 600,000 shares are permitted if made under a qualified Rule 10b5-1 trading plan approved by the company.
• · Investors may elect to make all permitted purchases (including up to and in excess of 600,000 shares) through such a Rule 10b5-1 plan.

24-07-2026

On July 22, 2026, Hartford Creative Group, Inc. appointed Mr. Kewei Huang as Co-Chief Executive Officer, alongside existing CEO Sheng-Yih Chang. Mr. Huang brings over 20 years of experience in AI, big data, and software engineering, and has a track record in capital markets and public listings. The filing does not disclose any compensation arrangements or changes to existing officer roles.

• · Mr. Huang holds a Ph.D. in Component-Based/Object Technology from the University of New South Wales, Australia.
• · His first startup was acquired by Pactera Inc., a NASDAQ-listed company.
• · He was recognized as a Big Data Specialist by the China Center for Information Industry Development.
• · No family relationships exist between Mr. Huang and any director or executive officer.
• · No arrangement or understanding exists between Mr. Huang and any other person regarding his selection as an officer.

24-07-2026

Cleveland-Cliffs appointed Celso L. Goncalves Jr., the EVP and CFO, as President and CFO effective July 21, 2026. Lourenco Goncalves remains Chairman and CEO but relinquishes the President title. Celso Goncalves also joined the Board with no additional director compensation, and his annual base salary was raised from $884,000 to $1,000,000, with a severance multiple increase from two to three years.

• · Celso Goncalves is the son of Chairman/CEO Lourenco Goncalves; he has been with the company since 2016 and served as EVP/CFO since 2021.
• · Prior to Cleveland-Cliffs, Celso Goncalves held investment banking roles at Deutsche Bank and Jefferies.
• · As an employee director, Celso Goncalves receives no additional compensation for his Board service.

24-07-2026

On July 20, 2026, Jonathan Bock resigned as Co-Chief Executive Officer of Blackstone Private Credit Fund. The departure was not due to any disagreement with the Fund's operations, policies, or practices. The Fund expressed gratitude for his contributions to the Blackstone Credit & Insurance perpetual credit funds platform.

24-07-2026

Consumer Portfolio Services, Inc. (CPSS) announced the closing of its largest-ever securitization, the $716.88 million CPS Auto Receivables Trust 2026-C, on July 22, 2026. The transaction is the company's 60th senior subordinate securitization since 2011 and the 43rd consecutive to receive a triple 'A' rating from at least two agencies on the senior class. The notes, secured by $734.51 million in automobile receivables, were sold to qualified institutional buyers and include five classes with a weighted average coupon of approximately 5.90%.

• · The transaction is a private offering not registered under the Securities Act of 1933 or any state securities law.
• · Class E notes are rated NR (not rated) by S&P and BB by DBRS.
• · The weighted average life of the notes ranges from 0.65 years (Class A) to 4.03 years (Class E).
• · All note classes were priced near par, with prices ranging from 99.97623% to 99.99748%.

24-07-2026

VSee Health entered into a Settlement Agreement and Mutual Release with ADI Funding LLC and M2B Funding Corp. to resolve disputes over a defaulted $271,739 Secured Promissory Note. The settlement requires VSee to pay $50,000 in cash, issue $175,000 in convertible promissory notes, and issue 1,000,000 restricted shares of common stock to the creditors. The agreement is conditioned on the filing of this 8-K and includes strict default provisions with 18% interest and reinstatement of original remedies.

• · The original default was triggered by the Company's failure to file a resale registration statement on Form S-1, failure to file an 8-K related to an ELOC financing, and failure to issue transfer agent instructions for commitment shares.
• · The mutual release is conditioned on payment of the $50,000 cash consideration, issuance of the Settlement Notes, issuance of the Settlement Shares, and filing of this 8-K.
• · Upon an Event of Default under the Settlement Agreement, all obligations accelerate immediately, unpaid notes accrue interest at 18%, conversion rights become immediately exercisable, and ADI's original remedies under the Transaction Documents are reinstated.
• · The Settlement Notes and Shares were issued in unregistered transactions exempt under Section 4(a)(2) and/or Regulation D of the Securities Act.

24-07-2026

Interactive Strength Inc. (TRNR) disclosed that an accredited investor exercised Class B Incremental Warrants on July 21, 2026, purchasing a $2,000,000 senior secured convertible note (the July 2026 Class B Incremental Note) and receiving warrants to buy 305,810 shares of common stock at $5.527 per share. The note matures July 21, 2027, is convertible at $3.597 per share (or at an alternate conversion price with a floor of $0.6148), and carries a 4.99% beneficial ownership cap. This represents additional debt financing with potential dilution, but no prior-period comparison is available to assess performance trends.

• · The July 2026 Class B Incremental Note matures on July 21, 2027.
• · The note's conversion price is $3.597 per share, with an alternate conversion price floor of $0.6148.
• · The Class B Incremental Common Warrants have an exercise price of $5.527 per share and expire on July 21, 2033.
• · The investor is subject to a 4.99% beneficial ownership limitation (may be increased to 9.99% at the investor's option).
• · The securities were issued under exemptions from registration (Section 4(a)(2) and Rule 506 of Regulation D).

24-07-2026

Brownie's Marine Group appointed Mikkel Pitzner, age 58, to its board of directors effective July 16, 2026. Mr. Pitzner will receive $4,500 per quarter in common stock for his board service. The filing contains no financial results or period-over-period comparisons.

• · No family relationships exist between Mr. Pitzner and any other director or executive officer.
• · No reportable transactions under Item 404(a) of Regulation S-K exist between Mr. Pitzner and the Company.
• · The Company's common stock has no trading symbol listed on any national exchange (trading symbol N/A).