US Material Events SEC 8-K Filings — August 21, 2026

21-08-2026

BJ's Wholesale Club Holdings, Inc. reported strong Q2 FY2026 results with net sales increasing 15.9% YoY to $6.1B and adjusted EPS rising 19.3% to $1.36, beating expectations. Comparable club sales, excluding gasoline, grew 3.1% YoY while total comparable sales jumped 11.9%, driven by a 30% surge in digitally enabled sales. However, merchandise gross margin rate declined 20 bps due to pricing investments, and SG&A expenses rose 8.2% to $851.2M. The company raised full-year adjusted EPS guidance to $4.60–$4.80.

• · Digitally enabled comparable sales growth was 30% in Q2, with a two-year stacked comp of 64%.
• · The company opened three new clubs and one new gas station during Q2.
• · Merchandise gross margin rate decreased 20 bps due to pricing investments, partially offset by tariff refund benefits.
• · SG&A increase was driven by labor and occupancy costs from new clubs and gas stations, and higher depreciation from owned clubs, partially offset by a gain on a sale-leaseback.
• · In the first six months of FY2026, net income grew only 5.4% YoY, a slower pace than the 15.4% Q2 growth.
• · Fiscal 2026 outlook: comparable club sales ex-gas growth of 2.0% to 3.0%, adjusted EPS $4.60–$4.80, and capex of ~$800M.
• · As of Aug 1, 2026, the company had $30.0M in cash and equivalents and $230M in short-term debt.
• · The repurchase authorization had $422.1M remaining as of Q2 end.

21-08-2026

Intercontinental Exchange, Inc. (ICE) entered into the Fourteenth Amendment to its existing Credit Agreement dated August 20, 2026, with Wells Fargo Bank as Administrative Agent and a consortium of lenders including the Required Lenders and MarketAxess Lenders. The amendment modifies the original 2014 credit agreement (as previously amended thirteen times) by deleting and adding text, restating Schedule 1.1(a), and adding new Exhibits A-5, F, and G. The amendment becomes effective upon satisfaction of several conditions, including execution by lenders holding at least 66.67% of aggregate Revolving Commitments, payment of fees to BofA Securities, delivery of corporate and legal documents, and representations that no Default or Event of Default exists.

• · The original Credit Agreement was dated April 3, 2014 and had been amended thirteen times prior to this Fourteenth Amendment (most recently May 31, 2024).
• · The Fee Letter between Bank of America, N.A., BofA Securities, Inc., and the Borrower is dated July 29, 2026.
• · Effectiveness requires satisfaction of PATRIOT Act / KYC documentation, a Beneficial Ownership Certification (or exclusion certification), and a customary legal opinion from Allen Overy Shearman Sterling US LLP and in-house counsel.
• · The amendment allows any Lender who did not initially execute to become a ‘Later Consenting Lender’ after the effective date by signing a consent letter.

21-08-2026

Liberty Broadband Corp filed an 8-K on August 21, 2026, reporting the termination of a material agreement and the adoption of new bylaws for a wholly owned subsidiary, Fusion Merger Sub 2, Inc., indicating an upcoming merger or acquisition. The filing includes standard corporate governance provisions for the merger subsidiary but provides no financial details or performance metrics.

• · The filing includes Items 1.02 (Termination of a Material Agreement), 2.01 (Completion of Acquisition or Disposition of Assets), 3.01 (Notice of Delisting or Failure to Satisfy a Continued Listing Rule), 3.03 (Material Modification to Rights of Security Holders), 5.01 (Changes in Control of Registrant), 5.02 (Departure of Directors or Certain Officers), 5.03 (Amendments to Articles of Incorporation or Bylaws), and 9.01 (Financial Statements and Exhibits).
• · The bylaws establish the registered office at 251 Little Falls Drive, Wilmington, Delaware, with Corporation Service Company as registered agent.
• · The board of directors initially consists of one person and may be fixed thereafter by the board.
• · Stockholder meetings require a majority of voting power for a quorum; directors are elected by plurality vote.

21-08-2026

Northann Corp. announced the resignation of Lin Li as CEO, President, Secretary, Treasurer, and director, effective August 13 and 18, 2026. The Board appointed Kurtis W. Winn as President, Secretary, and Treasurer, and François Vachon as CEO and director. Mr. Vachon will receive a base salary of $7,000 per month for the first three months and $10,000 per month thereafter, with a one-year term and no equity or bonus compensation.

• · Mr. Vachon has over 20 years of financial-services-industry experience, specializing in corporate governance, compliance and risk management.
• · Mr. Vachon studied Business Administration and Management at Laval University and holds FLMI and ACS designations from LOMA.
• · Mr. Vachon is not entitled to an annual bonus, equity award, or other stock-based compensation in connection with his appointment.
• · The Board may consider a future equity award under the Company’s equity incentive plan, subject to separate Board approval and any stockholder or NYSE American approval.
• · Mr. Vachon’s primary responsibilities include establishing and maintaining compliance with NYSE American standards, strengthening public-company governance, overseeing remediation of delinquent Exchange Act reports, and supervising relations with the independent auditor and listing adviser.

21-08-2026

GSI Technology, Inc. (GSIT) filed an 8-K on August 21, 2026, reporting two key events. First, its Taiwan subsidiary entered a three-year factory lease extension (Sept 2026 – Aug 2029) for its 25,250 sq ft facility in Chu-Pei City at NT$605,640/month (~US$19,015). Second, at the August 20, 2026 annual meeting, all five director nominees were elected, the appointment of BDO USA as auditor was ratified with overwhelming support (25.3M for vs 236K against), and the advisory say-on-pay resolution passed with 15.3M for vs 868K against. The lease renewal is a routine operational matter, while the meeting results show strong shareholder support for the board and auditor, though say-on-pay faced notable opposition (5.4% of votes cast against).

• · Lease term: 3 years, commencing September 1, 2026, expiring August 31, 2029.
• · Director election results: Elizabeth Cholawsky received 15,450,100 For votes; Haydn Hsieh 15,086,815; Ruey L. Lu 14,807,220; Lee-Lean Shu 15,458,859; Ronald R. Steger 15,453,726. All had broker non-votes of 9,535,179.
• · Ratification of BDO USA: 25,328,122 For, 236,149 Against, 174,637 Abstentions, 0 broker non-votes.
• · Advisory say-on-pay: 15,296,402 For, 868,466 Against, 38,861 Abstentions, 9,535,179 broker non-votes.

21-08-2026

United Fire Group, Inc. declared a quarterly cash dividend of $0.20 per share, payable September 18, 2026, to shareholders of record as of September 4, 2026. The company also appointed Teresa 'Terri' Brown as an independent Class C director, effective August 21, 2026, bringing over 35 years of property and casualty insurance experience to the board. The dividend continues a long history of quarterly payments dating back to March 1968, and the board will now consist of 12 members.

• · Dividend payable September 18, 2026, to shareholders of record as of September 4, 2026.
• · Brown is a fellow of the Casualty Actuarial Society and board certified by the National Association of Corporate Directors.
• · Brown currently serves as a senior advisor at Boston Consulting Group and previously served as EVP and CFO at Grange Insurance from 2016 to 2024.
• · AM Best assigns a rating of 'A-' (Excellent) for members of the United Fire & Casualty Group.
• · Company is licensed as a property and casualty insurer in 50 states and the District of Columbia.

21-08-2026

NEXGEL announced a leadership transition with Brian Kieser appointed as Interim CEO effective August 21, 2026, replacing Adam Levy who is departing. The Board also formed a Special Committee for Strategic Review and Value Creation to evaluate non-core assets, liquidity, and operational efficiency, with an initial framework expected within 30-45 days. While the company highlights growth opportunities in BioNX Surgical and hydrogel technologies, the strategic review signals potential divestitures or restructuring, and the departure of the prior CEO introduces execution risk.

• · The Special Committee is authorized to evaluate strategic alternatives for non-core assets, capital structure, operational efficiency, and a formal restructuring plan.
• · Adam Levy's transition assistance includes knowledge transfer, customer/supplier relationship transition, and cooperation on public company reporting, but he will not receive additional compensation beyond separation benefits.
• · The company expects the Special Committee to present a comprehensive strategic framework to the Board within 30 to 45 days.
• · NEXGEL's most significant growth opportunities are cited as BioNX Surgical, BioNX Regenerative Eye Health & Aesthetics, and advanced hydrogel technologies.

21-08-2026

Jefferson Capital, Inc. subsidiary issued $100M in 8.250% Senior Notes due 2030 to repay revolving credit facility borrowings and for general corporate purposes. The notes mature May 15, 2030, pay semi-annual interest, and are guaranteed by three intermediate holding companies. The offering was conducted as a private placement under Rule 144A/Regulation S.

• · The notes are unsecured senior obligations guaranteed by three intermediate holding companies.
• · Interest payable semi-annually on May 15 and November 15, starting November 15, 2026.
• · Issuer may redeem notes at any time on or after May 15, 2027 at specified prices; prior to that date, redemption requires a make-whole premium.
• · Up to 40% of the notes may be redeemed before May 15, 2027 with net cash proceeds from equity offerings at 108.250% of principal.
• · The indenture contains customary events of default and negative covenants.
• · The notes have not been registered under the Securities Act and are offered only to QIBs and non-U.S. persons.

21-08-2026

BSTR Holdings, Inc. announced the termination of its business combination agreement with Cantor Equity Partners I, Inc. (Nasdaq: CEPO), citing challenging market conditions for Bitcoin and publicly listed Bitcoin treasury vehicles. The company stated that pricing pressure and capital market dislocations have limited the efficient use of key amplification strategies such as convertible bonds and perpetual preferred equity instruments. Despite the termination, BSTR emphasized that it continues to see substantial demand for Bitcoin returns and will persist in building institutional-grade Bitcoin treasury management capabilities.

• · The business combination agreement was originally dated July 16, 2025.
• · BSTR was created to pursue active Bitcoin treasury management with yield strategies (seeking recurring income in fiat and/or in-kind Bitcoin) and alpha strategies (seeking returns above passive Bitcoin holding).
• · The company plans to continue designing, building, and scaling institutional-grade investment strategies focused on Bitcoin returns and Bitcoin capital markets.
• · BSTR's strategy includes large-scale, programmatic accumulation of Bitcoin and compounding Bitcoin per share over time.

21-08-2026

Albemarle Corporation appointed Max W. Hood as Chief Accounting Officer, effective August 24, 2026, succeeding the prior officer. Mr. Hood brings experience from roles including co-CFO at The ODP Corporation and leadership positions at General Electric and Deloitte. His compensation includes a $400,000 base salary, a 50% target bonus, and a $200,000 sign-on RSU grant.

• · Mr. Hood most recently served as co-Chief Financial Officer of The ODP Corporation, a publicly traded provider of business services and workplace products.
• · He joined ODP in 2018 and held roles including Vice President, Accounting and Treasury, Chief Accounting Officer and Controller before becoming co-CFO in December 2024.
• · No family relationships or transactions requiring disclosure under Regulation S-K Items 401(d) or 404(a) exist.
• · The sign-on RSU grant vests in three equal increments on the first, second, and third anniversaries of the grant date.
• · Mr. Hood is also eligible to participate in standard benefit programs.

21-08-2026

Qnity Electronics appointed semiconductor finance veteran Ken Rizvi as Senior Vice President and CFO, effective October 1, 2026. Michael Goss, who served as interim CFO, will transition to VP of Finance and Controllership. Rizvi brings over 25 years of experience, including CFO roles at Synaptics, Smart Global Holdings, UTAC Group, and Isola Group.

• · Ken Rizvi's appointment is effective October 1, 2026.
• · Michael Goss will become VP of Finance and Controllership on the same date.
• · Rizvi most recently served as CFO of Synaptics, a publicly traded semiconductor company.
• · Rizvi's experience spans semiconductor design, manufacturing, memory, packaging, and supply-chain businesses.

21-08-2026

Synaptics announced the immediate resignation of CFO Ken Rizvi, who will remain in an advisory role through September 30, 2026. The company will not conduct a search for a successor due to its pending merger with onsemi; President and CEO Rahul Patel will serve as principal financial officer, while former Chief Accounting Officer Kermit Nolan returns as a consultant. The transition is positioned as ensuring continuity through the merger, but the sudden departure of a key executive introduces leadership uncertainty during a critical transaction period.

• · The pending merger with onsemi was announced on June 25, 2026.
• · Kermit Nolan has a 20-year tenure at Synaptics and previously served as acting CFO.
• · Rahul Patel stated that strategic priorities in Edge AI and Physical AI markets remain unchanged.

21-08-2026

Craig Conway, a member of the Board of Directors of Paylocity Holding Corporation, notified the Company on August 20, 2026, that he will not stand for re-election at the 2027 annual meeting of stockholders, expected on December 3, 2026. He will continue serving through his current term, and his decision was not due to any disagreement with the Company. No financial metrics are associated with this event.

• · The 2027 annual meeting of stockholders is expected to be held on December 3, 2026.
• · Mr. Conway's decision was not the result of any disagreement with the Company on matters of operations, policies, or practices.
• · The filing was signed by CFO Ryan Glenn.

21-08-2026

Crystal Heter resigned from the Board of Directors and all committee positions (Audit, Compensation, and Nominating/Corporate Governance Committees) of Forum Markets, Incorporated (formerly ETHZilla Corp) effective August 19, 2026. The resignation was not due to any disagreement with the company but because Ms. Heter was appointed President and CEO of Tallgrass Energy, LP in March 2026 and stepped down to focus on that role.

• · Ms. Heter served on the Audit, Compensation, and Nominating/Corporate Governance Committees before resignation.
• · The company was formerly named ETHZilla Corp until August 15, 2026 (name change to Forum Markets).
• · The resignation was not due to any disagreement with the company's operations, policies, practices, or strategy.

21-08-2026

RenX Enterprises Corp. (NASDAQ: RENX) announced that a joint venture in which its subsidiary holds a 50% interest has entered into a purchase and sale agreement to sell the Norman Berry property, a 7.7-acre parcel in East Point, Georgia, for $2.6 million. The proceeds are expected to provide non-dilutive funding for core operations at Myakka City and reduce existing real estate debt. However, the closing is subject to multiple conditions, including the purchaser's due diligence, securing state program allocations, and obtaining financing, with allocation determinations not expected until the first half of 2027, creating significant uncertainty about the transaction's completion.

• · The purchaser is a Florida-based real estate development company.
• · The agreement is effective as of August 17, 2026.
• · Closing is subject to conditions including purchaser's due diligence, securing state program allocations, and obtaining financing.
• · The purchaser's program application is expected to be submitted in the second half of 2026, with allocation determinations expected in the first half of 2027.
• · The purchaser has agreed to make earnest money deposits under the agreement.
• · There can be no assurance that the conditions to closing will be satisfied or that the transaction will close on the terms described or at all.

21-08-2026

Enova International, Inc. announced that its indirect subsidiary, NetCredit Combined Receivables B, LLC, issued $300,886,000 in aggregate principal notes (the 2026-A Notes) in a securitization transaction. The notes consist of $240,709,000 Class A Notes (5.88% coupon), $44,341,000 Class B Notes (7.68% coupon), and $15,836,000 Class C Notes (10.64% coupon), backed by approximately $316.72 million of unsecured consumer installment loans. The transaction is a routine financing activity and does not indicate any material change in the company's financial health or performance.

• · The 2026-A Notes are not guaranteed by Enova International, Inc. and represent obligations of the Issuer only.
• · Net proceeds will be used to acquire the Securitization Receivables, fund a reserve account, and pay fees and expenses.
• · The final maturity date of the 2026-A Notes is September 20, 2032.
• · The notes were offered only to qualified institutional buyers under Rule 144A and to persons outside the U.S. under Regulation S.
• · The Indenture will be filed as an exhibit to Enova's Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.

21-08-2026

Palo Alto Networks, Inc. filed an 8-K on August 21, 2026, disclosing the adoption of amended and restated bylaws effective August 20, 2026. The amendments primarily update advance notice procedures for stockholder proposals and director nominations, including revised timing deadlines and enhanced disclosure requirements. No financial metrics or officer changes were reported in this filing.

• · The amended bylaws were initially adopted on March 2, 2005, and restated on August 20, 2026.
• · Stockholder notices for business or nominations at annual meetings must be received between 120 and 90 days before the anniversary of the prior year's annual meeting.
• · If no annual meeting was held in the prior year or the meeting date shifts by more than 30 days earlier or 60 days later, the notice window adjusts accordingly.
• · The bylaws include proxy access provisions for director nominations (Section 2.15).
• · Special meetings of stockholders may only be called by the board, chairperson, CEO, or president (in absence of CEO).
• · The filing includes standard provisions on indemnification of directors and officers (Article VIII).

21-08-2026

Adient plc, through its subsidiaries, entered into Amendment No. 6 to its Term Loan Credit Agreement on August 20, 2026, incurring $500 million in incremental Term B-2 loans. The new loans have identical terms to existing Term B-2 loans, including maturity and interest rate, and the proceeds will be applied per the amended agreement. The amendment became effective upon satisfaction of customary conditions, including legal opinions and no default.

• · The amendment was executed under Section 2.21 of the Credit Agreement, which permits incremental term loans with lender consent.
• · The 2026 Incremental Term B-2 Loans are treated as an increase to the existing Term B-2 tranche, not a separate tranche.
• · Conditions to effectiveness included delivery of executed counterparts, legal opinions, secretary certificates, and payment of fees.
• · The initial interest period for the new loans ends on August 31, 2026.

21-08-2026

Planet Green Holdings Corp. (PLAG) disclosed that its ATM Sales Agreement with Curvature Securities, LLC was terminated by the agent effective August 24, 2026. No shares were ever sold under the agreement, which was entered into just over a month earlier on July 13, 2026. The termination represents a setback to the company's equity financing plans, though it had no prior sales activity under the facility.

• · The Sales Agreement was entered into on July 13, 2026 and terminated on August 18, 2026, effective August 24, 2026.
• · No shares of common stock were sold under the Sales Agreement prior to termination.
• · The termination was initiated by the Agent, Curvature Securities, LLC, via written notice.

21-08-2026

The Home Depot, Inc. announced expanded responsibilities for three senior executives: William D. Bastek (EVP – Merchandising) now oversees product development and private brands; Jordan Broggi (EVP – Interconnected Retail) now leads loyalty, credit services, and payments; and Richard V. McPhail (EVP & CFO) now heads the Office of Pro Acceleration to coordinate across Home Depot Pro, HD Supply, SRS Distribution, and Construction Resources. To recognize these expanded roles, each executive received a restricted stock award with a grant date fair value of $500,000, vesting on the second anniversary. The filing does not include any financial performance data, so no period-over-period comparisons are available.

• · The restricted stock awards vest on the second anniversary of the grant date (August 20, 2028), subject to continued employment.
• · The expanded responsibilities were previously announced on July 30, 2026.
• · The filing is under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers).

21-08-2026

Michael A. Creel notified Williams Companies that he will not stand for reelection to the Board of Directors at the 2027 Annual Meeting, retiring upon expiration of his current term. The departure is not due to any disagreement with the company on operations, policies, or practices. No financial impact or performance metrics are disclosed in this filing.

• · Michael A. Creel's decision is not the result of any disagreement with the company.
• · His retirement will occur upon the expiration of his current term at the 2027 Annual Meeting.
• · The filing includes a cover page interactive data file (XBRL) as an exhibit.

21-08-2026

Applied Optoelectronics, Inc. (AAOI) entered into an Equity Distribution Agreement with Raymond James & Associates and Needham & Company to sell up to $600 million of its common stock in at-the-market offerings. The Sales Agents will receive 2% compensation on gross sales, and the company may suspend or terminate the offering at any time. This filing reflects a significant capital-raising initiative but does not indicate any operational or financial performance changes.

• · The agreement is filed as Exhibit 1.1 to the 8-K.
• · The offering is registered under an automatic shelf registration statement on Form S-3ASR (Registration No. 333-283905).
• · The company may designate the maximum number of shares, time period, minimum price, and daily sales limitations in each placement notice.
• · The Sales Agents have no obligation to sell any shares; they will use commercially reasonable efforts.
• · The agreement can be terminated by either party at any time.

21-08-2026

Bleichroeder Acquisition Corp. II entered into an amended advisory services agreement with MJP Advisory Group LLC, an affiliate of CEO Marcello Padula, on August 19, 2026. The agreement provides for a monthly fee of $18,000, a one-time closing fee of $1,850,000 upon completion of an initial business combination (the Pasqal Business Combination), or a liquidation fee of $600,000 if the company liquidates. No payments may be made from the trust account for public shareholders.

• · The A&R Agreement was approved by the Board of Directors on August 19, 2026.
• · Mr. Padula's appointment as CEO was effective April 29, 2026.
• · The Pasqal Business Combination Agreement was dated February 28, 2026, and involves Bleichroeder Acquisition France Merger Sub 2 and Pasqal Holding SAS.
• · If the company terminates without cause, MJP receives monthly fees for an additional six months (or until business combination, whichever is shorter) plus the applicable closing/liquidation fee.
• · No payments may be made from the trust account for public shareholders.

21-08-2026

IMAX Corp extended Chief Legal Officer Robert D. Lister's employment agreement through December 31, 2029, with compensation and severance terms unchanged aside from modifications to equity award vesting upon certain termination scenarios. The amendment introduces more favorable treatment for Mr. Lister if he resigns with six months' notice or if the company does not offer to renew on similar terms after the term, allowing unvested awards to continue vesting. No financial figures were disclosed or changed.

• · The amendment extends Mr. Lister's employment term from previous expiry to December 31, 2029.
• · If terminated for cause or resignation without Good Reason before December 31, 2029, all unvested equity awards are cancelled without consideration, except if written notice of resignation is provided at least six months in advance.
• · If after December 31, 2029 the company does not offer continued employment on substantially similar terms, unvested awards as of that date continue to vest per original schedule.

21-08-2026

Hinge Health, Inc. entered into a long-term office lease for approximately 119,278 rentable square feet at 300 Mission Street, San Francisco, with aggregate base rent payments of approximately $86.0 million over the lease term, which expires February 28, 2037. The lease includes a tenant improvement allowance of up to $17.9 million and requires a $2.8 million standby letter of credit. The company also has a one-time early termination right effective January 31, 2035, subject to conditions.

• · Lease commencement is anticipated five business days after August 18, 2026.
• · Lease grants one five-year renewal option.
• · Early termination right effective January 31, 2035, requires payment of a termination amount.
• · Company must pay share of operating expenses, taxes, insurance, and other additional operating costs.
• · Full lease terms will be filed as an exhibit to the Quarterly Report on Form 10-Q for the period ended September 30, 2026.

21-08-2026

Virtu Financial appointed Barbara Finigan as an independent Class I director on August 19, 2026, effective immediately. Finigan brings extensive legal and governance experience from her roles at Hasbro and Fuze Health. The Board now consists of eleven directors, with no material changes to compensation or governance structure.

• · Finigan served as Chief Legal Officer at Hasbro from December 2010 to March 2019.
• · As of August 2025, she is Chief Legal Officer at Fuze Health and serves as director/advisor to two private companies.
• · She holds a BA from College of the Holy Cross and a J.D. from Marquette University Law School.
• · Compensation for non-employee directors is described in the Definitive Proxy Statement filed April 29, 2026.
• · Indemnification agreement entered in substantially the same form as previously filed with SEC.

21-08-2026

Alexandria Real Estate Equities, Inc. entered into Supplemental Indenture No. 3 on August 21, 2026, establishing the terms for $7.250% Series A Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057. The notes are issued under an existing indenture dated February 13, 2025, and the filing also includes legal and tax opinions. No financial amounts or period-over-period comparisons are provided in this filing.

• · Supplemental Indenture No. 3 was executed on August 21, 2026.
• · The notes are junior subordinated and due in 2057.
• · The indenture was originally dated February 13, 2025.
• · Legal opinions were provided by Venable LLP and Morrison & Foerster LLP.
• · A tax opinion was also provided by Morrison & Foerster LLP.

21-08-2026

On August 17, 2026, Gravitics, Inc. entered into a $1,000,000 unsecured credit facility with BZH SPO LLC for working capital pending completion of a proposed public offering. Non-Invasive Monitoring Systems, Inc. (NIMU) executed a Guarantee of Gravitics' obligations that becomes effective upon consummation of a merger between NIMU's subsidiary and Gravitics. The loan bears a 4.0% simple interest per 30-day period plus a 50% original issue discount per period, matures in 60 days, and will be repaid from the offering proceeds.

• · The Guarantee executed by NIMU becomes effective only upon consummation of the reverse merger with Gravitics.
• · Proceeds of the loan are to be used for working capital pending completion of an offering that is expected to repay the Note.
• · The Note ranks pari passu with other unsecured and unsubordinated indebtedness of Gravitics.
• · Mandatory prepayment is triggered by Priority Proceeds, including proceeds from the offering or certain customer contracts.

21-08-2026

James River Group Holdings, Inc. reported Q2 2026 net income to common shareholders of $4.4M, a 59% increase versus Q2 2025, driven by disciplined underwriting in its E&S segment (combined ratio 92.8%). However, the group combined ratio was 100.2%, indicating an overall underwriting loss, and tangible common equity per share was $9.01. The company highlighted a 4% increase in total submissions and 2% increase in total quotes year-to-date, but noted a competitive market environment.

• · 96% of net written premiums originated from E&S lines in 2025.
• · E&S segment accident year loss ratio of 64.9% for Q2 2026.
• · Compounded rate change increased to 99% through the quarter ending June 30, 2026.
• · Claims counts show a pervasive declining trend post-2022, reflecting substantial underwriting changes.
• · The company has an 'A-' (Excellent) A.M. Best rating.
• · Tangible common equity per share was $9.01.

21-08-2026

The filing reports the completion of an acquisition by RocketFuel Blockchain, Inc. on August 21, 2026, under Item 2.01 of Form 8-K. However, the filing does not disclose the target company, deal size, consideration type, or any financial metrics. Without these critical details, the transaction cannot be evaluated for strategic rationale, valuation, or shareholder impact.

21-08-2026

Phillips 66 Receivables LLC, a subsidiary of Phillips 66, entered into a Fifth Amendment to its Receivables Purchase and Financing Agreement (RPFA) dated August 20, 2026. The amendment adds Truist Bank as a new Purchaser/Lender and rebalances capital among the lenders, resulting in a total facility size of $1.3 billion. The transaction is a routine refinancing and expansion of the company's receivables-backed credit facility, with no negative financial impacts reported.

• · The amendment adds Truist Bank as a Purchaser/Lender with a $162.5M commitment.
• · PNC's capital was reduced from $1,114,285,714.29 to $812,500,000 via a $301,785,714.29 repayment.
• · SMBC's capital increased from $185,714,285.71 to $325,000,000 via a $139,285,714.29 non-ratable loan.
• · The total facility size (Aggregate Capital) remained unchanged at $1.3 billion after the amendment.
• · The amendment includes a Reaffirmation, Acknowledgment and Consent of Performance Guarantor from Phillips 66.
• · No Potential Default or Event of Default was outstanding as of the effective date.

21-08-2026

OS Therapies Inc. entered into an Open Market Sale Agreement with Jefferies LLC to conduct an at-the-market offering of up to $75 million of its common stock. The company will pay Jefferies a 3.0% commission on gross proceeds and reimburse certain legal fees up to $100,000. Proceeds are intended to fund clinical development, R&D programs, and potential acquisitions, though no definitive commitments exist.

• · The Sales Agreement can be terminated by either party upon 10 days' prior notice.
• · The ATM offering terminates upon the earlier of sale of all Shares or termination of the agreement.
• · The company may also sell Shares directly to Jefferies as principal at a mutually agreed price.
• · The shelf registration statement (Form S-3, File No. 333-289443) was filed on August 8, 2025 and declared effective on August 25, 2025.
• · The Floor Price for sales is at least $1.00 per share unless Jefferies consents otherwise.

21-08-2026

Gray Media, Inc. completed a $750 million offering of 7.500% senior secured first lien notes due 2034, using net proceeds to redeem $675 million of its higher-cost 10.500% notes due 2029, repay $21 million of revolving credit borrowings, and pay related fees and expenses. The refinancing reduces the company's interest burden on the redeemed portion, though $350 million of the higher-rate 2029 notes will remain outstanding after the expected August 27, 2026 redemption.

• · The new notes were issued at par.
• · Interest on the new notes accrues from August 21, 2026 and is payable semiannually on March 15 and September 15, commencing March 15, 2027.
• · The new notes mature on September 15, 2034.
• · The notes are guaranteed on a senior secured first lien basis by existing and future restricted subsidiaries that guarantee Gray's existing senior credit facility.
• · The offering was conducted under Rule 144A and Regulation S, not registered under the Securities Act of 1933.

21-08-2026

Edgemode, Inc. entered into a Securities Purchase Agreement on August 17, 2026, issuing an OID convertible promissory note with a principal amount of up to $1,150,000 for net proceeds of up to $1,000,000. As of the report date, the company has received $625,000 in net proceeds, which it used to satisfy existing promissory notes (~$328,000) and amounts payable to Blackberry AIF ($225,000). The note carries a 12% interest rate, matures on December 31, 2027, and is convertible into common stock at a 30% discount to the lowest trading price during the 10 days prior to conversion, with a 9.99% beneficial ownership cap.

• · The promissory note is convertible only after the 180th daily anniversary of issuance or upon an event of default.
• · Conversion price is set at 70% of the lowest trading price during the 10 trading days prior to conversion.
• · Events of default include failure to timely make payments, failure to comply with SEC reporting requirements, and cessation of operations.
• · The note was issued in a private placement under Section 4(a)(2) of the Securities Act of 1933.
• · The company's common stock is not registered on any national exchange (trading symbol N/A).

21-08-2026

Sadot Group Inc. entered into a Debt Settlement and Share Issuance Agreement on August 21, 2026, to settle the remaining two February Debentures with an aggregate principal amount of $543,478.26 by issuing 67,936 shares of common stock at $8.00 per share. The settlement was preceded by the assignment of these debentures to a single third-party holder, and consents were obtained from the July Note holder and the EPFA investor. All February Debentures are now fully extinguished.

• · The fixed conversion price of the July Note was adjusted to $8.00 per share following the earlier share issuances.
• · The Settlement Shares are subject to a 4.99% beneficial ownership limitation (can be increased to 9.99% with 61 days' notice), an aggregate exchange cap of 19.99% of outstanding common stock per Nasdaq Listing Rule 5635(d), and a daily leak-out limitation of 15% of daily trading volume.
• · The issuance of Settlement Shares is exempt from registration under Section 3(a)(9) of the Securities Act of 1933.
• · The July Note holder provided a one-time waiver of variable rate transaction and participation provisions of the July SPA, and the Company agreed to reimburse the holder's fees and expenses.
• · The EPFA investor consented to the Proposed Transactions and provided a one-time waiver of applicable EPFA provisions.

21-08-2026

On August 19, 2026, Northrop Grumman's independent board approved a one-time performance-based equity grant of up to 35,910 Market Stock Units (MSUs) to Chair, CEO and President Kathy J. Warden. The award is designed to retain her leadership and align her interests with shareholders, with payout ranging from 0% to 150% of target based on absolute stock price performance through December 31, 2031. The target award requires at least 10% stock price appreciation, while full forfeiture occurs if the stock depreciates more than 25%.

• · Performance period ends December 31, 2031.
• · Award is subject to Ms. Warden's continued service through the performance period.
• · The grant was approved by the independent members of the Board of Directors.

21-08-2026

Boeing appointed Ryan L. Shedd as Senior Vice President and Controller, effective after the filing of its 2026 10-K. He will succeed Michael J. Cleary, who is retiring in 2027 after over 20 years of service. Mr. Shedd will receive a $600,000 base salary, a $300,000 cash sign-on award, and target incentive awards of 70% (annual) and 170% (long-term) of base salary.

• · Mr. Shedd will join Boeing in September 2026 as a Senior Vice President, Finance before transitioning to Controller.
• · Mr. Cleary has served as Senior Vice President and Controller since March 2023 and plans to retire in 2027.
• · Mr. Shedd, age 41, has nearly two decades of experience at Ernst & Young LLP, most recently as an Assurance Partner since July 2021.
• · Mr. Shedd will be based in Seattle, Washington and eligible for relocation benefits.

21-08-2026

Elutia completed the sale of its SimpliDerm business to Cellution Biologics for up to $11 million, receiving $8 million at closing and up to $3 million in milestone payments over 18 months. The divestiture adds non-dilutive capital to fund the development and commercial launch of NXT-41x, an antibiotic-eluting biomatrix targeting the $1.5 billion U.S. plastic and reconstructive surgery market. However, the company remains dependent on a narrower product set and faces risks from regulatory clearance (expected first half of 2027) and commercial execution.

• · NXT-41x is designed to provide soft-tissue reinforcement while locally delivering antibiotics to inhibit bacterial colonization at the surgical site.
• · Elutia plans to first commercialize NXT-41x in plastic/reconstructive surgery, then expand into general and oncologic surgeries.
• · The company believes it has sufficient funding to support operations through the first full year of NXT-41x commercial launch in 2028.
• · The sale was led by Dr. Sonali Fonseca, Vice President of Emerging Business.

21-08-2026

New Fortress Energy Inc. (NFE) announced on August 17, 2026, that CFO Christopher S. Guinta will resign effective August 21, 2026. The company will begin a search for a new CFO, considering both internal and external candidates. This leadership change introduces near-term uncertainty in financial management.

• · CFO resignation effective August 21, 2026, just four days after announcement.
• · Search process for new CFO will include both internal and external candidates.
• · No interim CFO has been named; Chief Accounting Officer Frederick W. Hundt signed the filing.

21-08-2026

Mangoceuticals, Inc. (MGRX) and Nuclea Energy Inc. mutually terminated their Business Combination Agreement dated July 29, 2026, because the required PIPE financing minimum of $15,000,000 could not be raised by the August 21, 2026 outside date. The termination is effective August 19, 2026, with no admission of breach by either party and each bearing its own costs. This represents a failed acquisition attempt that leaves MGRX without the anticipated capital infusion and business combination.

• · Business Combination Agreement was signed on July 29, 2026, and terminated less than one month later on August 19, 2026.
• · The termination is by mutual written consent under Section 12.1(a) of the BCA.
• · Surviving provisions include Section 9.5 (Access and Confidentiality), Section 12.2, and Article 13 (General).
• · Neither party admits any breach or default; mutual releases are granted except for willful breach prior to termination.
• · Each party bears its own costs and expenses.

21-08-2026

Apimeds Pharmaceuticals US, Inc. (APUS) entered into an Assignment and Transfer Agreement with FreeT Inc. on August 19, 2026, acquiring certain Apitox-related rights originally held by FreeT's predecessor. The assigned rights include 100% of the Apitox market rights for Korean medicine clinics in South Korea, a 25% royalty on U.S. commercialization proceeds, and a 25% revenue participation on overseas rights. The agreement excludes global rights not held by FreeT and any underlying IP ownership, and the company assumes no pre-existing obligations of FreeT. FreeT expressed intent to support further development and global commercialization of Apitox and to facilitate future grants of additional worldwide rights outside the U.S.

• · The Assignment Agreement is governed by the laws of the Republic of Korea, with exclusive jurisdiction in the Seoul Central District Court.
• · The assigned rights are limited to rights actually held by FreeT as of the effective date and only to the extent legally assignable.
• · The agreement expressly excludes any global rights not held by FreeT, any underlying intellectual property ownership in Apitox, and any indication-specific, territorial, manufacturing, regulatory or commercialization rights not granted to FreeT.
• · The company has confirmed that the assigned rights are free and clear of any claims, encumbrances or obligations associated with any prior side letter arrangements, including those involving Lokahi Therapeutics Inc.
• · The company assumed only those obligations, if any, that arise after the effective date and are directly related to the lawful exercise of the assigned rights.
• · FreeT confirmed its intention to use commercially reasonable efforts to facilitate future transactions pursuant to which additional Apitox rights for territories worldwide outside the United States may be granted to the company, subject to separate definitive agreements.

21-08-2026

Dream Finders Homes, Inc. amended its 2021 Equity Incentive Plan on August 20, 2026, to increase the director compensation limit for non-employee directors serving as Chairman, Co-Chairman, or Lead Director to $400,000 per fiscal year, change the governing law from Delaware to Texas, and modify the definition of Fair Market Value. The director compensation limit amendment was approved by the majority shareholder via written consent and will become effective 20 days after the information statement is mailed to shareholders. The administrative amendments are effective immediately.

• · The amendment to the Director Compensation Limit was approved by the holder of a majority of the voting power of the Company's outstanding shares of common stock acting by written consent in lieu of a meeting.
• · The amendment to the Director Compensation Limit will become effective at least 20 calendar days after the Information Statement is first mailed or otherwise furnished to shareholders.
• · The administrative amendments (change of governing law from Delaware to Texas and modification of Fair Market Value definition) are effective as of the date of Board approval (August 20, 2026).

21-08-2026

Faraday Future Intelligent Electric Inc. entered into an Amendment Agreement on August 20, 2026, modifying its existing Securities Purchase Agreement from March 2025. The amendment splits the remaining Fourth Closing into two separate closings, eliminates the company's obligation to issue Common Warrants and Incremental Warrants at future closings, and adjusts the conversion price of the amended unsecured notes to 100% of the Closing Bid Price on specified dates. The original agreement had an aggregate purchase price of $41 million, with approximately $39.5 million in cash and $1.5 million from a previous loan conversion.

• · The original March SPA had four closings; three completed (April 4, May 28, July 11, 2025) and the Fourth Closing had not yet occurred as of August 20, 2026.
• · The amendment eliminates the company's obligation to issue Common Warrants and Incremental Warrants at remaining closings and removes the right of investors to receive them.
• · Conversion price of A&R Notes will be adjusted to 100% of the Closing Bid Price on the trading day immediately prior to: (i) the final closing, (ii) receipt of Stockholder Approval, and (iii) the effectiveness date of the Registration Statement.
• · Interest on the notes accrues at the Interest Rate and can be paid in shares of Common Stock (Interest Shares) or cash at the company's option, subject to Equity Conditions Failure provisions.
• · Upon an Event of Default, the interest rate automatically increases to 18.0% per annum (Default Rate).

21-08-2026

On August 21, 2026, The Oncology Institute, Inc. (TOIIW) disclosed a material credit agreement entered into by its subsidiary Starling Oncology Management, LLC with Gemino Healthcare Finance (d/b/a SLR Healthcare ABL) on August 20. The agreement establishes a secured revolving credit facility of up to $25 million, subject to a borrowing base and other conditions. The filing does not disclose any draw or utilization amount, so the immediate cash impact is unknown.

• · The facility is secured by a first-priority perfected security interest in the collateral.
• · No draw or utilization amount was disclosed as of the filing date.
• · The credit agreement includes joint and several liability among the borrowers.
• · The minimum initial advance is $25,000.

21-08-2026

Nerdy Inc. terminated John Paszterko as Chief Operating Officer effective August 20, 2026. The filing provides no reason for the departure or any financial impact. No financial metrics or period-over-period comparisons are included.

• · John Paszterko's service as COO ended immediately on August 20, 2026.
• · No successor or interim COO was announced.
• · The filing does not disclose any severance or compensatory arrangements.

21-08-2026

GEE Group Inc. (NYSE American: JOB) announced a cooperation agreement with Star Equity Fund, LP, under which the Board will be declassified over the 2027 and 2028 Annual Meetings. In exchange, Star Equity Fund withdrew its director nominee and a proposal to remove two directors at the 2026 Annual Meeting, and agreed to standstill and voting commitments. The agreement reflects constructive engagement between the company and the activist investor, but no financial terms or operational metrics were disclosed.

• · Board declassification will begin at the 2027 Annual Meeting (majority declassified) and be fully declassified by the 2028 Annual Meeting.
• · Star Equity Fund withdrew its director nominee and a business proposal to remove two directors at the 2026 Annual Meeting.
• · The agreement includes customary standstill provisions and voting commitments by Star Equity Fund.
• · No financial terms, monetary amounts, or operational performance metrics were disclosed in the filing.

21-08-2026

Global Water Resources, Inc. (GWRS) entered into a securities purchase agreement on August 20, 2026, to issue and sell 1,129,944 shares of common stock at $8.85 per share to accredited investors, including directors Jonathan L. Levine and Andrew M. Cohn, for aggregate proceeds of approximately $10 million. The private placement was exempt from registration under Section 4(a)(2) and Rule 506. The offering strengthens the company's balance sheet but dilutes existing shareholders by approximately 4.7% based on shares outstanding as of the most recent filing.

• · The purchasers included Levine Investments Limited Partnership and Andrew M. Cohn, both significant stockholders and board members.
• · Jonathan L. Levine owns 50% of the voting shares of Keim Inc., the general partner of LILP.
• · LILP, Mr. Levine, and Mr. Cohn are parties to a standstill agreement with the company dated March 19, 2021.
• · The purchase price of $8.85 per share was equal to the consolidated closing bid price immediately prior to the agreement.
• · The offering was exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506.

21-08-2026

Zeo Energy Corp. amended its Common Stock Purchase Agreement with White Lion Capital, LLC on August 20, 2026. The amendment grants the company discretion to set a floor price for accelerated purchases, a flexibility it previously lacked. The agreement allows Zeo to require White Lion to purchase up to $30.0 million in newly issued Class A Common Stock, but no actual purchases or financial results are reported in this filing.

• · The amendment modifies the definition of 'Accelerated Purchase Price' to be the lowest traded price during the Accelerated Valuation Period, but not lower than a floor price set by the company in its sole discretion.
• · If the floor price is reached during the Accelerated Valuation Period, White Lion may purchase up to any number of Purchase Notice Shares at its sole discretion at the applicable Accelerated Purchase Price.
• · The original Purchase Agreement was entered into on January 27, 2026, as previously disclosed in an 8-K filing.

21-08-2026

Nexalin Technology, Inc. entered into a Note Purchase Agreement with Streeterville Capital, LLC on August 21, 2026, issuing an unsecured promissory note with an initial principal balance of $1,170,000. After a $150,000 original issue discount and $20,000 in transaction expenses, the company received net proceeds of $1,000,000. The note is unsecured and the company has agreed to various covenants, including restrictions on future issuances and asset encumbrances without investor consent.

• · The note is unsecured.
• · The company is restricted from making any 'Restricted Issuance' or granting any lien on assets without the investor's prior written consent.
• · The company must maintain its listing on NYSE, NYSE American, or Nasdaq; a pending Nasdaq hearing or compliance plan does not breach this covenant as long as shares remain listed.
• · The company must timely file all SEC reports for at least 20 trading days after the note is beneficially owned by the investor.

21-08-2026

Peraso Inc. approved 5% salary increases for its top three executives, effective retroactively to July 1, 2026. CEO Ronald Glibbery's salary rose from $400,000 to $420,000, CFO James Sullivan's from $305,000 to $320,250, and COO Bradley Lynch's from $275,000 to $288,750. The increases will also raise target bonus and severance amounts calculated on base salary.

• · Salary increases were approved by the Compensation Committee on August 21, 2026.
• · Increases are effective retroactively to July 1, 2026.
• · Target annual bonus and severance benefits calculated on base salary will be recalculated accordingly.