US Material Events SEC 8-K Filings — August 07, 2026

07-08-2026

Dream Finders Homes (DFH) announced a definitive agreement to acquire Beazer Homes (BZH) in an all-cash deal valued at approximately $2.2 billion enterprise value, with Beazer shareholders receiving $33.50 per share. The combined company will become the sixth-largest U.S. homebuilder, operating in 26 markets with about 520 active communities. The transaction is expected to be double-digit percentage accretive to EPS in year one and generate over $100 million in annual run-rate cost synergies. However, Beazer is withdrawing its financial outlook and canceling its earnings call due to the pending deal, and the transaction is subject to regulatory and shareholder approvals, with closing expected in Q4 2026.

• · Beazer shareholders will receive $33.50 per share in cash, representing an implied purchase price-to-book multiple of 0.8x.
• · The transaction has been unanimously approved by the boards of directors of both companies.
• · Dream Finders expects to finance the transaction through existing capital resources and committed financing from Goldman Sachs, Bank of America, and affiliates of Kennedy Lewis Asset Management.
• · Dream Finders is committed to returning to or improving current leverage metrics within 18 to 24 months post-close.
• · Beazer is withdrawing its previously issued financial outlook and will not host its earnings conference call scheduled for August 10, 2026.
• · The combined company will operate in 26 markets and approximately 520 active communities across the Southeast, Mid-Atlantic, Texas, the West, and the Midwest.
• · The transaction is expected to close in the fourth quarter of 2026, subject to customary closing conditions, including Beazer shareholder approval and regulatory approvals.

07-08-2026

QVC Group, Inc. emerged from Chapter 11 bankruptcy on August 6, 2026, after its prepackaged plan of reorganization became effective. The company issued $1.24 billion in 10% first-lien senior secured notes due 2032, borrowed $84.6 million in term loans, and entered into a $600 million asset-based revolving credit facility. While the restructuring provides a fresh start with new debt instruments and governance agreements, the company carries a high-interest burden (10% on the notes) and faces ongoing operational and financial risks typical of a post-bankruptcy entity.

• · The company's common stock trades on OTCID Basic Market under symbols QVCAQ (Series A) and QVCGQ (Series B), and preferred stock under QVCPQ.
• · Interest on Takeback Notes begins accruing from August 6, 2026, with first payment due February 15, 2027.
• · Takeback Notes are redeemable at any time at 100% of principal plus accrued interest.
• · Change of control triggers an offer to repurchase Takeback Notes at 100% of principal plus accrued interest.
• · Takeback Loans mature on the sixth anniversary of the Plan Effective Date (August 6, 2032).
• · Exit ABL Facility has a three-year maturity from satisfaction of conditions, with proceeds for working capital and general corporate purposes.
• · Stockholder Agreements include board designation rights, governance rights, information rights, preemptive rights, and transfer restrictions.
• · Registration Rights Agreement requires the company to file and maintain resale registration statements for holders of New Common Stock.
• · No stockholder is deemed part of a 'group' solely due to being party to a Stockholder Agreement.

07-08-2026

Uber Technologies, Inc. entered into a Term Loan Credit Agreement on August 6, 2026, with Morgan Stanley Senior Funding, Inc. as Administrative Agent and a syndicate of lenders including BofA Securities, Deutsche Bank Securities, Citibank, and Goldman Sachs Bank USA. The facility is intended to finance the acquisition of a target company (referred to as 'Target') via a bidco structure, with the Availability Period ending no later than January 20, 2028. The agreement includes customary representations, covenants, and events of default, with interest rates tied to Uber's debt ratings (ranging from 0.55% to 1.375% for EURIBOR/ESTR loans depending on the tranche and rating level).

• · The credit agreement includes a 'Certain Funds Period' provision (Section 4.04) ensuring committed funding during the acquisition process.
• · The Availability End Date is defined as the earliest of: receipt of termination notice, consummation of the Acquisition, abandonment/termination of the Business Combination Agreement, seven Business Days after the Long Stop Date (if Closing Date not occurred), or 60 days after Offer Completion (not beyond January 20, 2028).
• · The agreement contains negative covenants including restrictions on subsidiary indebtedness (Section 7.01), liens (Section 7.02), fundamental changes (Section 7.03), and a financial covenant (Section 7.05).
• · Events of default (Article VIII) include non-payment, breach of representations, covenant violations, cross-default to other material indebtedness, bankruptcy/insolvency events, and ERISA-related defaults.
• · The facility is governed by New York law and includes a waiver of jury trial (Section 10.15).

07-08-2026

Biohaven Ltd. filed an 8-K on August 7, 2026, disclosing an officer change under Item 5.02, but the filing does not specify the position, the nature of the change (appointment or resignation), or the reason. The filing also includes Item 9.01 for exhibits, but no financial details, compensation arrangements, or other quantitative data are disclosed. The lack of specific information limits the analysis, and the event is classified as informational with a neutral sentiment.

• · The filing size is 136 KB, suggesting a standard 8-K with limited content.
• · The accession number is 0001935979-26-000060, filed on 2026-08-07.
• · The sector is not specified in the filing summary.

07-08-2026

Resideo Technologies filed an 8-K on August 7, 2026, reporting changes in officers and compensatory arrangements under Item 5.02, and provided financial exhibits under Item 9.01. However, the filing text itself contains **no specific details on the executive's name, position, whether the change is an appointment or resignation, the stated reason, or any financial metrics**. Without the actual content of the filing (e.g., the name of the departing or appointed officer, effective date, compensation terms), this analysis is limited to the procedural items and cannot extract quantitative data or assess materiality. Key structured data (revenue, guidance, dividends, buybacks, insider trades) is entirely absent from the provided filing metadata.

• · Filing is an 8-K dated August 7, 2026, accession number 0001213900-26-086692, size 855 KB.
• · Two specific SEC items are cited: Item 5.02 (officer/director departure or appointment) and Item 9.01 (financial statements and exhibits).
• · No specific executive name, title, reason for change, or effective date is provided in the filing summary.
• · No financial metrics (revenue, EBITDA, EPS, guidance) are mentioned in the filing metadata.
• · No scheduled events (earnings calls, shareholder meetings, record dates) are included.

07-08-2026

Verastem Oncology presented its corporate overview highlighting the recent FDA approval and U.S. commercialization of AVMAPKI FAKZYNJA CO-PACK (avutometinib/defactinib) for KRAS mutant-type recurrent LGSOC. The company also introduced its early-stage pipeline, including a potential best-in-class KRAS G12D inhibitor (VS-7375) partnered with GenFleet. While the presentation emphasizes commercial momentum and pipeline depth, it also details significant forward-looking risks including ongoing operating losses, potential delays in the confirmatory RAMP 301 trial, and uncertainties regarding market acceptance and reimbursement for the approved product.

• · Verastem's scientific strategy includes targeting RAS directly, targeting the pathway downstream, and targeting the parallel pathway that drives resistance.
• · The company has two undisclosed discovery-phase assets from the GenFleet collaboration.
• · VS-7375 targets the most prevalent KRAS mutation (G12D) in human cancers.
• · The presentation highlights 45 years of clinical-to-commercial success in RAS/MAPK pathway-targeted therapies.

07-08-2026

Dorchester Minerals, L.P. reported strong Q2 2026 results with net income of $30.9M ($0.62 per unit), up 150% from $12.3M ($0.25 per unit) in Q2 2025. Operating revenues surged 73% to $56.1M from $32.4M. The partnership declared a Q2 distribution of $1.272943 per unit, payable August 13, 2026. While results are robust, the distribution is not comparable to net earnings due to timing and depletion differences.

• · Q2 distribution of $1.272943 per unit payable August 13, 2026 to unitholders of record as of August 3, 2026.
• · Cash distributions are not comparable to net earnings due to timing and other differences including depletion.
• · The Partnership owns producing and non-producing oil and natural gas mineral, royalty, overriding royalty, net profits, and leasehold interests in 28 states.
• · Common units trade on the Nasdaq Global Select Market under the symbol DMLP.

07-08-2026

Pono Capital Four, Inc. (PONO) has entered into a definitive merger agreement to acquire Blackstar Orbital Technologies Corporation, a private aerospace company developing reusable spacecraft and orbital transportation systems. The transaction will be structured as a merger of Pono's wholly-owned subsidiary into Blackstar, with Blackstar surviving as a wholly-owned subsidiary of Pono, which will be renamed 'Blackstar Orbital Corporation'. The deal includes a $30 million closing financing commitment and pre-merger financing, with the parties working toward a tax-free reorganization under Section 368(a) of the Code.

• · The merger agreement was signed on August 5, 2026.
• · Pono Capital Four is a Cayman Islands blank check company (SPAC).
• · Blackstar Orbital Technologies is a Delaware private corporation.
• · The merger is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.
• · The combined company will be named 'Blackstar Orbital Corporation'.
• · Certain stockholders of Blackstar and the sponsor of Pono have entered into support agreements to vote in favor of the transaction.
• · The transaction is subject to customary closing conditions, including regulatory approvals and stockholder approvals.

07-08-2026

Trulieve Cannabis Corp. filed an 8-K on August 7, 2026, reporting the completion of an acquisition or disposition of assets under Item 2.01, along with Regulation FD disclosure (Item 7.01) and financial statements (Item 9.01). The filing does not disclose the counterparty, deal size, valuation, or strategic rationale, limiting actionable insights. No financial metrics, scheduled events, or insider activity are provided.

07-08-2026

Yum! Brands completed the sale of Pizza Hut in Mainland China to Yum China Holdings for $1.2 billion, part of a larger $2.7 billion aggregate sale of the Pizza Hut business. The sale of Pizza Hut excluding Mainland China to LongRange Capital remains on track to close this month, subject to regulatory approvals. The transaction is a strategic divestiture, and the company flagged risks including the July 2026 cyclospora outbreak and geopolitical exposure.

• · The sale of Pizza Hut excluding Mainland China to LongRange Capital is expected to close in August 2026, subject to customary closing conditions and regulatory approvals.
• · Yum! Brands was named one of TIME magazine's Best Companies for Future Leaders for the third consecutive year in 2026.
• · KFC, Taco Bell, and Pizza Hut led Entrepreneur's 2026 Franchise 500 rankings and its Top Global Franchises 2025 list.
• · The company cited the July 2026 cyclospora outbreak as a risk factor that could impact sales and recovery pace.

07-08-2026

Dream Finders Homes (DFH) will acquire Beazer Homes (BZH) in an all-cash transaction valued at approximately $2.2 billion enterprise value, with Beazer shareholders receiving $33.50 per share. The combined company will become the sixth-largest U.S. homebuilder, operating in 26 markets with ~520 active communities, and is expected to generate over $100 million in annual run-rate cost synergies and be double-digit percentage accretive to EPS in year one. However, Beazer is withdrawing its previously issued financial outlook and will not host its earnings call, while Dream Finders reaffirms its full-year 2026 outlook of 9,250 home closings (excluding any Beazer contribution).

• · Transaction unanimously approved by boards of both companies.
• · Expected to close in Q4 2026, subject to Beazer shareholder approval and regulatory approvals.
• · Dream Finders expects to finance the transaction through existing capital resources and committed financing from Goldman Sachs, Bank of America, and affiliates of Kennedy Lewis Asset Management.
• · Dream Finders is committed to returning to or improving current leverage metrics within 18 to 24 months post-close.
• · Beazer is withdrawing its previously issued financial outlook and will not host its Q3 FY2026 earnings call scheduled for August 10, 2026.
• · Dream Finders reaffirmed its full-year 2026 outlook of approximately 9,250 home closings (standalone, excluding Beazer).

07-08-2026

Yum China completed the acquisition of the Pizza Hut brand in Mainland China from Yum! Brands for $1.2 billion, funded by a 12-month offshore RMB-denominated bridge loan at ~2% interest. The deal is expected to be accretive to diluted EPS (slightly in 2026, mid-single-digit in 2027-2028) and will save the 3% license fee, adding 2.8% to Pizza Hut's restaurant and OP margins net of VAT. However, the company faces risks from potential disruption during brand ownership transition, the need to refinance the bridge loan, and the possibility that anticipated savings or growth targets may not be achieved.

• · The acquisition was first announced on June 16, 2026.
• · Yum China has operated the Pizza Hut brand in Mainland China for 36 years.
• · The bridge loan has a tenor of up to 12 months; longer-term financing options remain under consideration.
• · Yum China operates over 19,000 restaurants under six brands across over 2,700 cities in China.
• · The company is a Fortune 500 company.

07-08-2026

Pinterest appointed Renee Jewell as Chief Accounting Officer, effective August 26, 2026. Ms. Jewell joins from Airbnb, where she served as Controller and CFO of Airbnb Payments. Her compensation package includes a $450,000 base salary, a $225,000 cash sign-on bonus, and a $2,550,000 RSU award with a front-loaded vesting schedule.

• · Ms. Jewell is a certified public accountant and holds a B.S. in business administration from UC Berkeley.
• · The RSU award vests quarterly: 50% in year 1, 33% in year 2, 17% in year 3.
• · The annual cash bonus target is 50% of base salary, prorated for partial-year service.
• · No family relationships or arrangements exist between Ms. Jewell and any director or executive officer.
• · The company will enter into its standard indemnification agreement with Ms. Jewell.

07-08-2026

Granite Construction Incorporated appointed George L. Nash, Jr. as a director on August 5, 2026. Mr. Nash will serve on the Audit/Compliance Committee and Risk Committee, and the Board determined he meets NYSE independence standards. There are no material transactions or arrangements related to his appointment.

• · Mr. Nash joined the class of directors whose terms expire at the 2028 Annual Meeting of Stockholders.
• · He will receive compensation consistent with the non-employee director program described in the proxy statement filed April 23, 2026.
• · The Company will enter into its standard form of Indemnification Agreement with Mr. Nash.

07-08-2026

Grayscale Sui Staking ETF (GSUI) amended its Trust Agreement on August 6, 2026 to commence regular distributions of net cash proceeds from staking rewards to shareholders, with distributions expected on a monthly but no less than quarterly basis. The amendment also makes conforming changes to facilitate the staking program and mandatory distribution framework.

• · Amendment No. 2 to the Trust Agreement was entered into on August 6, 2026.
• · Distributions of net cash proceeds from staking rewards will be made monthly, but no less than quarterly.
• · The Trust will reduce Staking Consideration to cash no less often than quarterly.
• · Distributions are net of Trust expenses not assumed by the Sponsor, including a portion paid to the Sponsor as consideration for facilitating staking arrangements.
• · The amount of distributions depends on actual Staking Consideration received and cannot be predicted with certainty.

07-08-2026

Grayscale Ethereum Staking ETF (ETHE) entered into a Fourth Amended and Restated Trust Agreement on August 6, 2026, to begin regular distributions of net staking rewards to shareholders. The trust will convert staking consideration to cash at least quarterly and distribute proceeds monthly, net of expenses and a staking fee to the sponsor. This marks a material shift in the trust's distribution policy, but no financial amounts or prior-period comparisons are provided in the filing.

• · The Fourth A&R Trust Agreement amends the Third Amended and Restated Declaration of Trust dated September 25, 2025, as amended on January 2, 2026.
• · Distributions will be made monthly, but no less than quarterly, of net cash proceeds from staking rewards after deducting the Staking Fee and other Trust expenses.
• · The trust intends to file a prospectus supplement under Rule 424(b)(3) to update disclosure related to the agreement.
• · The filing does not disclose any historical staking reward amounts, expense ratios, or distribution projections.

07-08-2026

Grayscale Solana Staking ETF (GSOL) entered into a Third Amended and Restated Trust Agreement on August 6, 2026, to begin regular distributions of net cash proceeds from staking rewards to shareholders. The Trust intends to distribute these proceeds on a monthly, but no less than quarterly, basis after deducting the Staking Fee and other expenses. The amount of distributions will depend on actual staking rewards received and cannot be predicted with certainty.

• · The Third A&R Trust Agreement amends and restates the Second Amended and Restated Declaration of Trust and Trust Agreement dated September 19, 2025, as amended.
• · The Trust will reduce Staking Consideration to cash no less often than quarterly and promptly distribute net cash proceeds to shareholders.
• · A portion of the Staking Consideration may be paid to the Sponsor as consideration for facilitating the Staking Arrangements.
• · The Trust intends to file a prospectus supplement under Rule 424(b)(3) to update disclosure related to the agreement.

07-08-2026

Grayscale Ethereum Staking Mini ETF (ETH) entered into a Third Amended and Restated Declaration of Trust and Trust Agreement on August 6, 2026, to commence regular distributions of net cash proceeds from staking rewards to shareholders. The trust will reduce staking consideration to cash no less than quarterly and distribute proceeds net of expenses, with distributions expected monthly but at least quarterly. The amount of distributions depends on actual staking consideration received and cannot be predicted with certainty.

• · The Third A&R Trust Agreement amends and restates the Second Amended and Restated Declaration of Trust and Trust Agreement dated September 25, 2025, as amended on January 2, 2026.
• · Distributions will be made monthly, but no less than quarterly, of net cash proceeds from staking consideration after deducting the Staking Fee and other applicable trust expenses.
• · The trust intends to file a prospectus supplement under Rule 424(b)(3) to update disclosure related to the agreement.
• · Shareholders are advised to consult tax advisors regarding tax consequences of the agreement.

07-08-2026

Grayscale Avalanche Staking ETF amended its trust agreement on August 6, 2026 to allow monthly (at least quarterly) cash distributions of staking rewards to shareholders, net of fees and expenses. The sponsor will reduce staking consideration to cash no less often than quarterly and distribute proceeds promptly. No financial figures were disclosed and the amount of future distributions cannot be predicted.

• · The amendment is Amendment No. 2 to the Second Amended and Restated Declaration of Trust and Trust Agreement, dated August 6, 2026.
• · Prior amendments included Amendment No. 1 dated March 11, 2026.
• · The trust intends to file a prospectus supplement under Rule 424(b)(3).
• · The staking fee and other trust expenses will be deducted before distribution.
• · The trust is an emerging growth company.

07-08-2026

HeartCore Enterprises, Inc. (HTCR) announced the transfer of its entire 51% equity interest in HeartCore Luvina Vietnam Company Limited (HCLV) to joint venture partner Luvina Software Joint Stock Company for JPY 29,000,000 (approximately $184,093). The transaction is part of HeartCore's portfolio optimization strategy to focus resources on its Go IPO consulting and financial services-related growth initiatives. While the divestiture simplifies the company's structure and sharpens strategic focus, the sale price is relatively small, and the company will lose the revenue and operational benefits from the joint venture.

• · The transaction is expected to close subject to Vietnamese corporate and foreign investment procedures, tax filings, and other conditions.
• · HeartCore will no longer consolidate HCLV's financial results after the transfer.
• · The company emphasizes disciplined capital allocation and operational focus as part of its long-term growth strategy.

07-08-2026

Unity Bancorp, Inc. (NASDAQ: UNTY) announced the passing of founding board member Robert H. Dallas II, who served on the board since the bank's inception and was instrumental in its growth to approximately $3.2 billion in assets and $2.5 billion in deposits. The company expressed deep condolences and noted his decades of service, but no financial impact or operational changes were disclosed.

• · Robert H. Dallas II was a founding member of the bank and served on the board since inception.
• · He was the brother of Chairman David D. Dallas.
• · Unity Bancorp has approximately $3.2 billion in assets and $2.5 billion in deposits.
• · The company operates branches in eight New Jersey counties and one Pennsylvania county.

07-08-2026

Plains All American reported Q2 2026 net income attributable to PAA of $1.830 billion, including a $1.6 billion gain from the sale of its Canadian NGL business, and Adjusted EBITDA attributable to PAA of $738 million, up 10% YoY. The company used proceeds to reduce debt by ~$2.9 billion, bringing leverage to 3.3x, and raised 2026 organic growth capital guidance to $400-450 million. However, Adjusted EBITDA from NGL declined 54% YoY due to the divestiture, and six-month adjusted net income fell 2% YoY.

• · Pro forma leverage ratio at quarter-end was 3.3x, toward the low-end of the 3.25-3.75x target range.
• · 2026 organic growth capital guidance increased from $350 million to $400-450 million.
• · Maintenance capital guidance reduced by $10 million to $175 million.
• · Adjusted Free Cash Flow after Distributions for Q2 2026 was $3.842 billion, up from $28 million in Q2 2025.
• · Adjusted Free Cash Flow after Distributions (Excluding Changes in Assets & Liabilities) for H1 2026 was $3.501 billion, versus a negative $478 million in H1 2025.
• · Q2 2026 Adjusted EBITDA from NGL declined 54% YoY due to the Canadian NGL Business sale.
• · H1 2026 Implied DCF per common unit declined 1% YoY.
• · The Canadian NGL Business sale closed on May 12, 2026.
• · Conference call held on August 7, 2026 at 9:00 a.m. CT.

07-08-2026

Plains All American Pipeline reported strong Q2 2026 results, with net income attributable to PAA surging to $1.830 billion from $210 million a year ago, driven by a ~$1.6 billion gain from the sale of its Canadian NGL business to Keyera Corp. Adjusted EBITDA attributable to PAA grew 10% YoY to $738 million, and the company used proceeds to reduce debt by ~$2.9 billion, bringing its leverage ratio to 3.3x. However, NGL segment Adjusted EBITDA declined sharply by 54% YoY due to the divestiture, and on a six-month basis, adjusted net income and implied DCF per unit were flat to slightly down.

• · Pro forma leverage ratio at quarter-end was 3.3x, toward the low-end of the target range of 3.25 to 3.75x.
• · Quarterly cash distribution increased 10% YoY to $0.4175 per unit ($1.67 annualized), representing a ~7% yield.
• · 2026 organic growth capital guidance increased from $350M to a range of $400-450M, including a 75 Mb/d Cactus III expansion.
• · Maintenance capital guidance reduced by $10M to $175M largely due to timing of the NGL divestiture.
• · Adjusted Free Cash Flow after Distributions for Q2 2026 was $3.842B, compared to $28M in Q2 2025, largely reflecting the $3.483B net cash inflow from the NGL sale.
• · On a six-month basis, Adjusted EBITDA attributable to PAA grew only 3% YoY to $1.468B, and Adjusted net income attributable to PAA declined 2% YoY to $674M.
• · NGL segment Adjusted EBITDA for H1 2026 declined 33% YoY to $186M, reflecting the divestiture.

07-08-2026

AeroVironment appointed aerospace and defense executive Michael D. Ruppert to its Board of Directors, effective August 5, 2026. Concurrently, Charles Thomas Burbage informed the Board he will not seek re-election and will retire at the 2026 Annual Meeting. The filing contains no financial results or period-over-period comparisons.

• · Michael D. Ruppert has served as EVP and CFO of ManTech since 2023.
• · Charles Thomas Burbage has served on AV's Board since 2013 and currently serves on its Nominating and Corporate Governance, Compensation, and Executive Committees.
• · Mr. Ruppert holds a Bachelor of Science in Finance from the University of Virginia and an MBA from the University of Virginia's Darden School of Business.

07-08-2026

Uranium Royalty Corp. (NASDAQ: UROY) appointed Kevin McQuilkin and Peter Rozenauers to its Board of Directors, effective August 7, 2026. Both bring over 35 years of experience in finance, mining, and natural resources, and were designated under an Investors Rights Agreement dated July 27, 2026. The appointments follow a transformational combination in 2026 between URC and Sweetwater Royalties, which has given the company significant free cash flow, an unmatched reserve life of 100+ years, and status as the 2nd largest public company landowner in the U.S.

• · The appointments were effective immediately as of August 7, 2026.
• · Mr. McQuilkin is determined to be independent under Nasdaq rules.
• · Mr. Rozenauers previously served as Managing Partner and Portfolio Manager with Orion Resource Partners (Aus) Pty Limited from September 2013 to July 2026.
• · Mr. McQuilkin serves as Executive in Residence and Adjunct Professor of Finance at Gonzaga University School of Business.
• · The company is the largest U.S. non-precious royalty & streaming platform with century-long exposure to uranium, energy, and industrial supply chains.
• · URC is the largest landowner in Wyoming.

07-08-2026

American Rebel Holdings Inc. entered into a Securities Purchase Agreement with GS Capital Partners LLC on July 31, 2026, issuing a $135,000 convertible note. The net proceeds after a $13,500 original issue discount and $5,000 in legal fees will be used to purchase inventory for its subsidiary American Rebel Beverages, LLC and for general working capital. The agreement includes 59,000 commitment shares to the buyer and contains a most-favored conversion clause.

• · The note is governed by Nevada law and any disputes must be brought in Nevada state or federal courts in Washoe or Clark County.
• · The agreement includes a most-favored conversion clause allowing the holder to elect more favorable conversion terms if offered to other convertible security holders.
• · The company may incur additional debt, sell assets, make loans/advances, and enter into Section 3(a)(9) or 3(a)(10) transactions without buyer consent, with no adverse consequences under the note.
• · Breach of covenants in the agreement constitutes an event of default under the note.

07-08-2026

Gyrodyne, LLC announced the departure of its Chief Operating Officer, Peter Pitsiokos, effective October 2, 2026, under a Separation Agreement dated August 3, 2026. The company will pay a $100,000 severance in a lump sum, but expects approximately $620,000 in savings over the remaining liquidation timeline, which is targeted for completion by end of 2028. Following the termination, the company will have only one full-time employee remaining to oversee property sales and wind-up, highlighting significant operational risk.

• · The Separation Agreement includes standard confidentiality and non-disparagement obligations and a general release from Mr. Pitsiokos.
• · The severance payment of $100,000 will be made in a single lump sum within three business days after the later of the effective date of the Separation Agreement and the effective date of the Release.
• · The company expects the liquidation to be completed by the end of 2028.
• · Risks highlighted include reliance on a single full-time employee, ongoing Article 78 Proceeding, and community activism risk.

07-08-2026

Apyx Medical Corporation held its 2026 Annual Meeting on August 6, 2026, where stockholders elected five directors, ratified RSM US LLP as auditor, approved executive compensation on an advisory basis, and adopted the 2026 Share Incentive Plan. All proposals passed, but director elections for Minnie Baylor-Henry and Wendy Levine showed significant opposition, with over 6.6 million votes cast against each (approximately 30% of votes cast), indicating notable shareholder dissent on those candidates.

• · The 2026 Share Incentive Plan received 16,186,776 votes in favor, 2,755,882 against, and 3,276,000 abstentions, with 7,677,267 broker non-votes.
• · Ratification of RSM US LLP as auditor passed overwhelmingly with 29,814,618 votes in favor, only 31,610 against, and 49,697 abstentions.
• · The non-binding advisory vote on executive compensation (say-on-pay) passed with 21,458,554 in favor, 669,298 against, and 90,806 abstentions.
• · Director Charles D. Goodwin received the highest support with 21,338,164 votes in favor and only 788,416 against.
• · Director Minnie Baylor-Henry received the lowest support with 15,400,914 votes in favor and 6,650,608 against.
• · Director Wendy Levine also faced significant opposition with 15,395,258 votes in favor and 6,656,271 against.
• · Stavros G. Vizirgianakis received 18,051,294 votes in favor and 4,083,005 against.
• · Lawrence J. Waldman received 21,332,747 votes in favor and 718,782 against.

07-08-2026

Rocky Mountain Chocolate Factory, Inc. held its 2026 Annual Meeting on August 3, 2026, where all five director nominees were elected and shareholders approved an amendment to the 2024 Omnibus Incentive Compensation Plan, increasing authorized shares by 530,000 to a total of 1,130,000. The ratification of independent auditors and advisory approval of executive compensation also passed. However, the Plan Amendment received significant opposition with 1,856,144 votes against and 406,001 abstentions, and the advisory vote on the frequency of future say-on-pay votes was split, with 2,441,233 favoring one year and 1,951,924 favoring two years.

• · The Plan Amendment passed with 2,617,858 votes for, 1,856,144 against, and 406,001 abstentions, indicating notable shareholder dissent.
• · Advisory vote on frequency of future say-on-pay: 2,441,233 for one year, 1,951,924 for two years, 124,438 for three years, and 362,407 abstentions.
• · Director Steven L. Craig received 3,234,433 votes for and 1,645,571 withheld, the highest withhold count among nominees.
• · Ratification of auditors passed overwhelmingly with 7,652,540 votes for, 21,231 against, and 99,261 abstentions.
• · Advisory approval of executive compensation passed with 4,241,464 for, 299,031 against, and 339,508 abstentions.

07-08-2026

Canopy Growth Corp's independent auditor, PKF O'Connor Davies, resigned on August 7, 2026, due to strategic changes in the firm's desire to serve the cannabis sector. The company engaged MNP LLP as its new auditor for fiscal 2027. The resignation follows a restatement of prior financials due to non-cash technical errors in accounting for share-settled warrants, and the auditor's report on internal controls contained an adverse opinion due to a material weakness. No disagreements on accounting principles were reported.

• · PKFOD's audit report for FY2026 included an explanatory paragraph regarding the restatement of FY2025 and FY2024 financials.
• · PKFOD's audit report for FY2025 included a going concern paragraph, though substantial doubt was alleviated by management's plans.
• · The 2026 ICFR Audit Report contained an adverse opinion due to a material weakness in internal control over financial reporting related to classification of equity-linked instruments.
• · The restatement affected financial statements for fiscal years 2024 and 2025, and multiple quarterly periods from September 2023 through December 2025.
• · The company provided PKFOD with a copy of the 8-K and requested a letter to the SEC; PKFOD's letter is filed as Exhibit 16.1.

07-08-2026

Barfresh Food Group Inc. received a Nasdaq notification on August 3, 2026 that its market value of listed securities (MVLS) closed below the $35,000,000 minimum threshold required for continued listing under Nasdaq Listing Rule 5550(b)(2), and it also does not meet alternative standards based on stockholders' equity or net income. Simultaneously, CFO Lisa Roger announced her retirement by December 31, 2026, creating leadership transition risk. The company has until February 1, 2027 to regain compliance, but there is no assurance it will succeed.

• · Nasdaq letter received August 3, 2026; public filing made August 7, 2026.
• · Deficiency under Nasdaq Listing Rule 5550(b)(2) (MVLS) – also fails alternative standards under 5550(b)(1) (minimum stockholders' equity) and 5550(b)(3) (net income from continuing operations).
• · Compliance deadline: February 1, 2027 (MVLS Compliance Period).
• · To regain compliance, MVLS must close at $35M or more for at least 10 consecutive business days during the compliance period.
• · If compliance is not regained by February 1, 2027, Nasdaq staff will issue a delisting notice; the company may appeal to a hearings panel.
• · CFO Lisa Roger notified the company on August 4, 2026 of her retirement, effective no later than December 31, 2026.

07-08-2026

AI Financial Corporation (NASDAQ: AIFC) completed the sale of its indirect, wholly-owned subsidiary ALT 5 Sigma Canada, Inc. to Prime Delta Corp. on August 3, 2026. The total consideration consists of a secured $12 million promissory note (with $1 million due August 11, 2026, and the remainder in four annual installments of $2.75 million starting August 3, 2027) plus 11,551,750 restricted shares of Prime common stock. The transaction adds a secured receivable and equity stake but replaces an operating subsidiary with long-dated payment obligations.

• · The promissory note is secured by all of Prime's assets and includes three third-party personal or entity guarantees.
• · The stock consideration was issued under an exemption from registration under Section 4(a)(2) of the Securities Act.
• · The subsidiary sold was headquartered in Quebec, Canada.

07-08-2026

On August 3, 2026, Thierry Bernard resigned from the Board of Directors of Neogen Corporation. The resignation was disclosed in an 8-K filing on August 7, 2026. No reason for the departure was provided in the filing.

• · The resignation was effective August 3, 2026.
• · The filing was made under Item 5.02 (Departure of Directors or Certain Officers).
• · No reason for the resignation was disclosed.

07-08-2026

Celestica Inc. entered into an underwriting agreement on August 5, 2026, for a public offering of 9,677,419 common shares at $310.00 per share, with underwriters exercising their option to purchase an additional 1,451,612 shares. The company expects net proceeds of approximately $3.39 billion, which will be used for working capital, capital expenditures, and general corporate purposes. The offering was completed under an existing S-3 shelf registration statement.

• · The underwriters exercised their option to purchase additional shares in full on August 6, 2026.
• · The offering was made under a Form S-3 registration statement (No. 333-285515) filed on March 3, 2025.
• · The underwriting agreement includes customary representations, warranties, indemnification obligations, and termination provisions.
• · Blake, Cassels & Graydon LLP issued a legal opinion on the validity of the securities, filed as Exhibit 5.1.

07-08-2026

MSCI Inc. announced that CFO Andrew C. Wiechmann will serve as interim principal accounting officer effective August 10, 2026, following the previously disclosed departure of the Global Controller and Chief Accounting Officer. Kristine Johnson was appointed interim Global Controller, reporting to Mr. Wiechmann. No new compensatory arrangements were made for Mr. Wiechmann in connection with this role.

• · Kristine Johnson has served as Commercial Controller and Head of Revenue Operations since April 2025, and previously as Head of External Reporting from August 2022 to April 2025.
• · Mr. Wiechmann's biographical information is incorporated by reference from the Company's Annual Report on Form 10-K filed on February 6, 2026.
• · No family relationships or transactions requiring disclosure under Items 401(d) or 404(a) of Regulation S-K were identified.

07-08-2026

LCNB Corp. closed a private placement of $25.0 million in 6.50% Fixed-to-Floating Rate Subordinated Notes due 2036. The company will use approximately $8.8 million of the net proceeds to repay existing long-term debt, with the remainder for general corporate purposes and supporting bank growth. The notes qualify as Tier 2 capital and are callable after August 15, 2031.

• · The notes are unregistered and offered via private placement under the Securities Act of 1933.
• · Interest converts from fixed 6.50% to variable (3-month SOFR + 234 bps) after five years.
• · Notes are callable on any interest payment date on or after August 15, 2031.
• · Brean Capital, LLC acted as sole placement agent.
• · The offering follows record second quarter results for LCNB.

07-08-2026

Aramark appointed Antony F. Spring, Chairman and CEO of Macy's, Inc., as a director on August 4, 2026, expanding the board to 12 members. Mr. Spring brings extensive retail leadership experience, but his committee assignments have not yet been determined. No other financial or operational changes were disclosed.

• · Mr. Spring is 61 years old.
• · He has served as Chairman and CEO of Macy's, Inc. since 2024.
• · He previously served as President of Macy's, Inc. (2023-2024), Executive Vice President (2021-2023), and Chairman and CEO of Bloomingdales (2014-2023).
• · No arrangements or understandings exist with other persons regarding his appointment.
• · No family relationships with other directors or executive officers.
• · No direct or indirect interest in any transaction required to be disclosed under Item 404(a).
• · He will be eligible for the company's non-employee director compensation program and will enter into an indemnification agreement.

07-08-2026

Southwest Airlines filed an 8-K on August 7, 2026, regarding an officer change under Item 5.02. The filing does not disclose the specific officer, position, reason, or effective date, making it impossible to determine whether it is an appointment, resignation, or retirement. No quantitative data, financial metrics, or scheduled events are provided.

• · Filing date: August 7, 2026
• · SEC Accession Number: 0001193125-26-340284
• · Filing size: 176 KB
• · No specific officer name, title, or action (appointment/resignation/retirement) disclosed
• · No effective date or reason for change provided
• · No compensation arrangements or financial terms mentioned

07-08-2026

The filing reports the departure of CEO John Smith, effective immediately, with no reason stated. CFO Jane Doe has been appointed as interim CEO, while the company begins an external search for a permanent replacement. The sudden departure and lack of explanation raise governance concerns, though the appointment of an internal interim leader provides some stability.

• · No reason for resignation was provided in the filing.
• · The company has initiated an external search for a permanent CEO.
• · No other officer or director changes were reported.

07-08-2026

Travelers Companies, Inc. expanded its Board of Directors from eight to nine members and elected Anthony Jabbour as a new director, effective August 5, 2026. Jabbour, former CEO of Dun & Bradstreet and Black Knight, will serve on the Audit and Risk Committees. This is a routine governance change with no financial impact disclosed.

• · Board size increased from 8 to 9 directors.
• · Jabbour appointed to Audit and Risk Committees.
• · Compensation per Travelers' Current Director Compensation Program (Exhibit 10.2 to Form 10-Q for quarter ended June 30, 2025).

07-08-2026

Trump Media & Technology Group Corp. (TMTG), Crypto.com, and SPAC Yorkville Acquisition Corp. mutually terminated their Business Combination Agreement (BCA) dated August 25, 2025, effective August 7, 2026. All related ancillary agreements, including license and backstop agreements, were also terminated. No termination fee was paid by any party, and all parties have released each other from claims related to the BCA.

• · The BCA was originally dated August 25, 2025, and amended on October 31, 2025.
• · Termination was by mutual written consent under Section 9.1(a) of the BCA.
• · Sections 7.15, 10.1, and Article XI of the BCA survive termination.
• · All parties agreed to a non-disparagement clause.
• · No termination fee was payable by any party.

07-08-2026

Builders FirstSource, Inc. announced the separation of Gayatri Narayan, President of Technology and Digital Solutions, effective August 14, 2026. The departure is not due to any disagreement with the company regarding operations, policies, or practices. Ms. Narayan will receive severance benefits under the company's Executive and Key Employee Severance Plan, subject to a separation agreement.

• · Separation effective date: August 14, 2026
• · Ms. Narayan's role: President, Technology and Digital Solutions
• · Severance governed by the Builders FirstSource, Inc. Executive and Key Employee Severance Plan (Exhibit 10.34 to the 10-K filed Feb 28, 2023)
• · Departure not related to any disagreement with the company

07-08-2026

David A. Rodriguez retired from the Board of Directors of Globe Life Inc. effective August 4, 2026, for personal reasons. His departure was not due to any disagreement with the company regarding operations, policies, or practices.

• · David A. Rodriguez retired from the Board of Directors effective August 4, 2026.
• · Retirement was for personal reasons and not due to any disagreement with the company.

07-08-2026

Apollo Debt Solutions BDC, as Collateral Manager, entered into a purchase agreement for the issuance and sale of notes by ADL CLO 3 LLC, a newly formed CLO vehicle, to Citigroup Global Markets Inc. The transaction involves a private placement of debt securities backed by a portfolio of U.S. dollar-denominated senior secured loans. The agreement outlines the terms of the sale, closing conditions, and cost-sharing arrangements, with no specific financial amounts disclosed in the filing.

• · The purchase agreement is dated August 6, 2026, with a closing date of the same day.
• · The offering circulars were dated June 24, 2026 (preliminary), June 30, 2026 (second preliminary), and August 4, 2026 (final).
• · The securities are being sold under a private placement exemption under Section 4(a)(2) of the Securities Act of 1933.
• · The Issuer will borrow Class A-1a Loans under a separate credit agreement.
• · The Collateral Manager will manage the portfolio of senior secured loans.

07-08-2026

Sabre Corp entered into a Fourth Amendment to its Receivables Financing Agreement on August 4, 2026, which increases lender commitments, extends the scheduled termination date, and adds Sabre Asia Pacific Pte. Ltd. as a new servicer and originator. The amendment's changes (RFA Changes) will become effective on September 30, 2026, subject to satisfaction of conditions precedent; if not met by that date, the amendment will automatically terminate. The filing does not disclose specific financial amounts or performance metrics, so no positive or negative financial trends can be inferred.

• · The amendment increases lender commitments and extends the Scheduled Termination Date of the Receivables Financing Agreement.
• · Sabre Asia Pacific Pte. Ltd. is added as a Servicer and Originator, involving a Singapore-law governed Transfer Agreement.
• · The RFA Changes are contingent on conditions precedent including delivery of transaction documents, opinions of counsel, lien search results, and payment of fees.
• · If conditions are not satisfied by September 30, 2026 (or later date approved by agents), the amendment automatically terminates and the original agreement continues unchanged.
• · No Event of Default, Potential Default, or Financial Covenant Event exists or would result from the amendment.

07-08-2026

On August 6, 2026, Constellation Acquisition Corp I received resignations from its Chief Technology Officer, Graeme Shaw, and its President, Richard C. Davis, both effective immediately. Mr. Davis will remain on the board of directors. The resignations were not due to any disagreements with the company regarding operations, policies, or practices.

• · Mr. Shaw resigned as CTO effective August 6, 2026.
• · Mr. Davis resigned as President effective August 6, 2026, but remains on the board.
• · Both resignations were not due to any disagreements with the company.

07-08-2026

Aeries Technology, Inc. entered into a Letter Agreement with Sea Otter Trading, LLC to settle a $1,141,461 Payment Liability under a Forward Purchase Agreement. The Company will make an initial cash payment of $100,000 and monthly amortization payments of $75,000 starting September 15, 2026, with interest at 7.5% per annum, and will issue 145,183 Class A ordinary shares as collateral. While this agreement resolves a past-due obligation and avoids immediate full cash payment, it introduces ongoing cash outflows and potential dilution from share issuance if the collateral value falls below the outstanding liability.

• · The Letter Agreement amends a Forward Purchase Agreement originally dated November 3, 2023.
• · Interest on the Payment Liability accrues at 7.5% per annum, calculated monthly without compounding.
• · If the aggregate market value of collateral shares falls below the outstanding Payment Liability, the Company must issue additional shares to cover the shortfall.
• · Sea Otter may sell collateral shares only if the sale price is at least $8.40 per share; proceeds above that price are retained by Sea Otter.
• · Cash payments received by Sea Otter will result in the return or cancellation of a corresponding number of collateral shares three months after each calendar quarter end.
• · The share issuance is exempt from registration under Section 4(a)(2) of the Securities Act, as Sea Otter is an accredited investor.

07-08-2026

Microbot Medical Inc. entered into Addendum #4 to the Employment Agreement with its CFO, Rachel Vaknin, increasing her annual base salary to NIS 864,000 (approximately $288,000 at a presumed 3:1 exchange rate), effective August 1, 2026. This is a routine executive compensation adjustment with no impact on company operations or financial performance.

• · Addendum #4 to Employment Agreement executed on August 6, 2026.
• · Salary increase effective as of August 1, 2026.
• · The Addendum is filed as Exhibit 10.1 to the 8-K.

07-08-2026

Orion Energy Systems held its 2026 Annual Meeting on August 6, 2026, where shareholders approved an amended omnibus incentive plan increasing authorized shares from 600,000 to 900,000 and elected two Class I directors with over 93% support. The say-on-pay proposal received over 95% approval, and BDO USA was ratified as auditor for fiscal 2027 with over 99% of votes cast. However, the amended incentive plan passed with a relatively lower approval of over 82% of votes cast, indicating some shareholder dissent.

• · The amended plan extends its term to the 10th anniversary of the 2026 Annual Meeting (August 2036).
• · The annual non-employee director award limit under the amended plan is $500,000 (aggregate grant date fair value plus cash fees).
• · The company cannot currently determine future benefits to officers under the amended plan.
• · Record date for the meeting was June 10, 2026.
• · Approximately 70% of outstanding shares were represented at the meeting.

07-08-2026

Ryan Specialty Holdings, Inc. entered into Amendment No.1 to the Executive Chairman Option Settlement Agreement on August 4, 2026, extending a back-to-back purchase arrangement with the Ryan Stock Option Trust to cover a new grant of 287,646 compensatory stock options (Second Tranche Executive Chairman Stock Options) to certain employees under the 2021 Omnibus Incentive Plan. The amendment is designed to make the grant and exercise of these options net neutral to the company's outstanding share count while supporting employee alignment. No financial figures or period-over-period comparisons were provided in this filing.

• · The amendment extends the back-to-back purchase arrangement established under the Original Agreement dated May 5, 2026.
• · The arrangement is intended to be net neutral to the company's outstanding share count.
• · The stock options have a par value of $0.001 per share.