US Material Events SEC 8-K Filings — August 27, 2026

27-08-2026

Build-A-Bear Workshop reported fiscal Q2 2026 results with total revenues of $115.3M, down 7.2% YoY from $124.2M, and pre-tax income of $11.6M, down from $15.3M. Diluted EPS fell to $0.70 from $0.94. The company lowered its full-year fiscal 2026 outlook, now expecting revenues of $500M-$525M and pre-tax income of $60M-$68M, citing tariff impacts and delayed wholesale opportunities. However, the company returned $22.7M to shareholders in the first half through buybacks and dividends, and continues to expand experience locations with net new unit growth of five global locations in the quarter.

• · Consolidated e-commerce demand declined 15.6% in Q2 and 21.2% in the first half of FY2026.
• · Commercial and franchise revenue declined 9.0% in Q2 but increased 11.6% in the first half.
• · Pre-tax margin decreased 220 basis points YoY in Q2 to 10.1%, driven by a 340-basis-point gross margin decline from occupancy cost deleverage and increased promotional activity.
• · Excluding the $7M IEEPA tariff refund, adjusted pre-tax income for the first half was $28.5M (11.9% of revenues), and adjusted EPS was $1.73.
• · Cash and cash equivalents fell 64.2% YoY to $14M, primarily due to share repurchases and capital expenditure timing.
• · The company had no borrowings under its revolving credit facility at quarter end.
• · Capital expenditures increased significantly to $8.6M in Q2 (from $3.4M last year) and $15.4M in the first half (from $6.3M).
• · The FY2026 outlook includes approximately $13M in IEEPA tariff refunds and $10M-$11M in ongoing tariffs and related costs.
• · Commercial revenue for FY2026 is expected to be approximately flat compared to FY2025.
• · The company expects net new unit growth of at least 50 experience locations in FY2026.

27-08-2026

Karman Holdings Inc. (NYSE: KRMN) announced a planned CFO transition: Chris Boynton will join as Executive Vice President and CFO effective September 14, 2026, succeeding current CFO Mike Willis, who will depart by year-end after a phased transition. The change is part of a deliberative succession plan following the company's February 2025 IPO and 18 months of positive momentum as a public company. No financial metrics or performance data were disclosed in the filing.

• · Chris Boynton previously served as EVP and CFO of Battelle since 2023, where he led a modernization of the global finance organization, reduced corporate overhead, and managed a substantial investment portfolio.
• · Boynton has over 20 years of experience at RTX, most recently as CFO of Raytheon Missiles & Defense, a multi-billion dollar business unit.
• · Mike Willis served as CFO for four years, built the finance organization, integrated multiple acquisitions, and led the finance team through the IPO and first 18 months as a public company.
• · Karman serves 150 prime contractors across 150 space and defense programs.

27-08-2026

Sun Communities, Inc. entered into an Amended and Restated Employment Agreement with Aaron Weiss, its Chief Investment Officer and Executive Vice President, effective October 19, 2026, for a five-year term with automatic renewals. The agreement provides Mr. Weiss an annual base salary of $600,000, a target annual cash bonus of 100% of base salary, and enhanced severance and change-in-control benefits, including up to 2x base salary plus target bonus and full equity acceleration. The filing reflects a routine executive compensation arrangement with no negative or flat metrics to report.

• · The Weiss Agreement amends and restates Mr. Weiss's current employment agreement, which remains in effect through October 18, 2026.
• · The term automatically renews for successive one-year terms unless either party timely terminates.
• · In the event of a change in control, the term ends on the later of the original expiration date and the second anniversary of the change in control.
• · Performance-vesting equity awards granted before October 19, 2026, vest at maximum level upon qualifying termination or change in control.
• · Non-competition period is 12 months if termination is due to non-renewal by the Company.

27-08-2026

Envoy Medical, Inc. appointed Robert Potashnick as Chief Accounting Officer and Vice President of Finance, effective August 24, 2026. Mr. Potashnick, who had been serving as Interim CFO on a contractor basis, will receive a base salary of $315,000 per year, an initial target bonus of 15% of base salary, and an initial equity award of 250,000 stock options at an exercise price of $0.746 per share. The appointment fills a key finance leadership role but does not include any comparative financial performance data.

• · Mr. Potashnick, 46, previously served as CFO of Flutterbee Education Group (Jan 2024-Oct 2024) and FOXO Technologies (Jan 2021-Sep 2023), and held capital planning roles at UnitedHealth Group (2017-2020).
• · He worked as a CPA at PricewaterhouseCoopers LLP from 2010 to 2017.
• · Employment agreement provides for six months of severance compensation in connection with certain terminations.
• · The agreement has an initial term ending on the third anniversary of the Effective Date, with automatic one-year renewals unless either party gives 120 days' notice of non-renewal.
• · Upon a Change in Control, all unvested equity awards will accelerate vesting in full.

27-08-2026

Bleichroeder Acquisition Corp. II completed its business combination with Pasqal, a neutral-atom quantum computing company, on August 27, 2026. The combined entity, Pasqal Holding SA, will begin trading on Nasdaq under ticker "PSQL" on August 28, 2026, with approximately $360 million in cash available to accelerate deployment and commercialization. The filing highlights a strong capital foundation and technological leadership, but forward-looking statements caution about risks inherent in an emerging technology and potential integration challenges.

• · Bleichroeder's Class A ordinary shares, warrants, and units will cease trading upon the closing.
• · The business combination was approved by Bleichroeder shareholders on August 25, 2026.
• · Pasqal's QPUs are deployed in 7 locations with 3 more in production.
• · Pasqal supports over 25 commercial and research applications across industries including energy, financial services, and materials science.
• · Bleichroeder's IPO closed on January 8, 2026, with Cohen & Company Capital Markets as lead book-running manager.

27-08-2026

The filing reports multiple material events including entry into a definitive agreement (Item 1.01), unregistered sales of equity securities (Item 3.02), amendments to articles of incorporation or bylaws (Item 5.03), and financial statements/exhibits (Item 9.01). However, no specific financial figures, transaction values, share counts, or percentage changes are disclosed in the summary. The filing is multi-item but lacks quantitative details necessary for a full assessment.

• · Filing date: August 27, 2026
• · AccNo: 0001493152-26-040388
• · Size: 11 MB
• · Items reported: 1.01, 3.02, 5.03, 9.01
• · No specific financial data disclosed in summary

27-08-2026

Serina Therapeutics, Inc. entered into a Common Stock Purchase Agreement with Roth Principal Investments, LLC, granting the company the right, but not the obligation, to sell up to $25,000,000 of newly issued common stock over a 36-month period at a discount to VWAP (ranging from 3% to 7% depending on cumulative sales). The agreement provides Serina with flexible financing through multiple purchase types (Market Open, Intraday, Pre-Market, Post-Market), but actual sales are at the company's discretion and subject to conditions including a minimum threshold price and an exchange cap of 5,077,554 shares (19.99% of outstanding shares). The arrangement offers potential capital access but involves significant dilution risk for existing shareholders, with no guarantee of any sales occurring.

• · The Purchase Agreement includes a beneficial ownership limitation preventing Roth Principal Investments from owning more than 4.99% of outstanding common stock.
• · There is no upper limit on the price per share Roth Principal Investments could be obligated to pay for common stock in any Purchase.
• · The Exchange Cap of 5,077,554 shares (19.99% of outstanding) may be exceeded if the per share purchase price equals or exceeds the Base Price of $2.7695 or if stockholder approval is obtained.
• · The company is under no obligation to sell any securities to Roth Principal Investments under the Purchase Agreement.
• · Sales are subject to a minimum threshold price condition on the trading day prior to each Purchase Date.

27-08-2026

Barrel Energy Inc. (BRLL) filed an 8-K on August 27, 2026, disclosing the entry into a Securities Purchase Agreement (Exhibit 10.1). The filing covers items 1.01 (material agreement), 2.03 (creation of a direct financial obligation), 3.02 (unregistered sales of equity securities), and 9.01 (exhibits). No specific financial terms were disclosed in the provided content.

• · Filing includes Items 1.01, 2.03, 3.02, and 9.01, indicating a material agreement, a direct financial obligation, and an unregistered sale of equity securities.
• · The agreement is filed as Exhibit 10.1.

27-08-2026

Arthur J. Gallagher & Co. announced the planned retirement of Richard C. Cary, Controller and Chief Accounting Officer, effective September 30, 2026, with a transition to Corporate Vice President - Accounting until his expected retirement in 2028. Kyle G. Koreyva, age 42, will succeed him as Controller and Chief Accounting Officer effective October 1, 2026, having joined the company through the AssuredPartners acquisition in August 2025. The transition is part of normal succession planning with no disagreements or compensation changes disclosed.

• · Richard C. Cary has served as Controller since 1997 and Chief Accounting Officer since 2001.
• · Kyle G. Koreyva joined Gallagher via the AssuredPartners acquisition in August 2025.
• · Koreyva previously served as AssuredPartners' Chief Accounting Officer from June 2024 and before that as Vice President, Finance and Divisional CFO of Westchester (Chubb) from April 2020 to June 2024.
• · Koreyva spent 14 years at PricewaterhouseCoopers as an auditor, including three years in its national office.
• · No changes to Koreyva's compensation in connection with the new role.
• · No family relationships or reportable transactions under Item 404(a) for Koreyva.

27-08-2026

Jupiter Neurosciences, Inc. entered into Debt Forgiveness and Release Agreements with four executive officers and directors on August 26, 2026, resulting in the irrevocable forgiveness of $875,315 in accrued and unpaid compensation. The forgiven amounts, which were previously recorded as liabilities, were gratuitous and no equity or cash was issued in exchange. The company also disclosed it has 1,318,521 shares of common stock outstanding as of the filing date.

• · The forgiven amounts were previously reflected as liabilities on the company's balance sheet.
• · The debt forgiveness was gratuitous; no equity securities, cash, or other consideration was issued.
• · Each Forgiveness Agreement includes a general release of claims by the individual in favor of the company and its affiliates.
• · The company has 1,318,521 shares of common stock issued and outstanding as of the filing date.

27-08-2026

Core Scientific, Inc. announced it has secured $600 million in committed senior secured credit facilities, comprising a $100 million revolving credit facility and a $500 million letter of credit facility. The facilities are expected to release approximately $300 million of restricted cash, improving capital efficiency and financial flexibility. The credit facilities are backed by a syndicate of major financial institutions including Morgan Stanley, JPMorgan Chase, Goldman Sachs, and TD Securities.

• · The revolving credit facility has a three-year maturity.
• · Borrowings under the revolving credit facility bear interest at Adjusted Term SOFR plus 1.75% or alternate base rate plus 0.75%.
• · Letters of credit carry an annual fee of 1.75% on outstanding amounts plus a 0.125% fronting fee.
• · The facilities are guaranteed by certain wholly owned domestic subsidiaries and secured by a first-priority lien on substantially all assets of the Company and guarantors.
• · At closing, commitments are expected to be allocated equally among Morgan Stanley, JPMorgan Chase, Goldman Sachs, and TD Securities.
• · Core Scientific operates 11 data center facilities in Alabama (1), Georgia (2), Kentucky (1), North Carolina (1), North Dakota (1), Oklahoma (1), and Texas (4).
• · The Company is repurposing its remaining mining facilities to support high-density colocation services.

27-08-2026

Director Howard M. Berk notified Dine Brands Global that he will retire from the Board effective September 3, 2026. His departure is not due to any disagreement with management or company policies. The Board size will be reduced from ten to nine members following his retirement.

• · Retirement effective date: September 3, 2026
• · No disagreement with management, operations, policies, or Board committees

27-08-2026

Velocity Financial, Inc. (VEL) announced a definitive agreement to acquire Toorak Capital LLC's operating platform and manage Toorak's ~$3 billion business-purpose loan portfolio, with total transaction value estimated at ~$3.2 billion. The acquisition will scale Velocity's origination (+76%) and servicing (+39%) platforms, add a capital-light, fee-based business, and expand its market reach into the United Kingdom. The transaction is expected to close in Q4 2026 and be accretive to GAAP earnings in 2027.

• · Toorak has funded over $20 billion in cumulative volume across almost 43,000 loans since its inception in 2016.
• · Toorak has approximately 280 employees globally as of June 30, 2026, including about 120 employees of Merchants.
• · The acquisition is structured as a 100% cash purchase of Toorak's operating platform.
• · Upon closing, John Beacham will become an Executive Vice President of Velocity Commercial Capital, LLC, and Toorak will become a subsidiary of VCC.
• · Toorak will maintain its existing brands, including the Merchants brand, and retain its corporate headquarters in Tampa, Florida.
• · The conference call to discuss the acquisition is scheduled for August 27, 2026, at 5:30 a.m. PT / 8:30 a.m. ET.

27-08-2026

On August 21, 2026, the compensation committee of DNA X, Inc. (formerly Sonim Technologies Inc, ticker SONM) approved Substitute Cash Grants for all board members, including CEO Mike Mulica, in lieu of restricted stock units (RSUs) due to insufficient shares under the 2019 Equity Incentive Plan. Each grant is based on a phantom RSU value of $60,000, vesting at the earlier of the 2027 annual meeting or a change in control, with the cash payout equal to the fair market value at vesting. This reflects a shift from equity to cash compensation due to share unavailability, with no financial figures beyond the $60,000 per-grant baseline disclosed.

• · The Substitute Cash Grant was approved by the compensation committee on August 21, 2026.
• · The grant is in lieu of RSUs under the 2019 Equity Incentive Plan due to unavailability of shares.
• · Vesting occurs at the earlier of the 2027 annual meeting or a change in control.
• · The cash payout equals the fair market value of the common stock underlying the Phantom RSUs at the time of the Vesting Event.
• · The filing is made under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers).

27-08-2026

Perma-Pipe International Holdings closed a new global credit facility with J.P. Morgan, consisting of a $75.0 million revolving credit facility and a $14.0 million term loan, with access to an additional $50.0 million in incremental capacity, totaling up to $139 million. The facility consolidates multiple existing credit facilities across jurisdictions, enhancing liquidity and financial flexibility to support growth. Management views this as a positive milestone, though the company faces risks including covenant compliance and debt repayment obligations.

• · The facility replaces and consolidates multiple existing credit facilities across various jurisdictions.
• · The facility supports working capital requirements, letters of credit, strategic investments, and expansion in key markets.
• · The company operates in North America, Middle East, North Africa, India, and other strategic markets.
• · Risks include covenant compliance, debt repayment, and renewal of expiring international credit facilities.

27-08-2026

Rivian announced that CFO Claire McDonough will step down on October 30, 2026, after nearly six years, to pursue a new opportunity and relocate to the East Coast. Derek Mulvey, Vice President of Finance, is expected to be appointed Interim CFO as a comprehensive search for a permanent successor is underway. The transition is planned to be seamless, with McDonough remaining for two months to ensure continuity.

• · McDonough joined Rivian in January 2021 and led the $13.7B IPO in November 2021.
• · Derek Mulvey joined Rivian in 2021 and previously was a Vice President at J.P. Morgan.
• · McDonough's final day is October 30, 2026; Mulvey's interim appointment is effective upon her departure.
• · The company is conducting a comprehensive executive search for a permanent CFO, evaluating both internal and external candidates.

27-08-2026

Terra Innovatum Global N.V. (NKLR) announced the appointment of Katherine Williams as Chief Financial Officer of its US subsidiary and as an executive director of the parent company, effective August 21, 2026. Ms. Williams will receive a base salary of $465,600, a $40,000 signing bonus, and a performance-based MBO bonus ranging from 50% to 250% of base salary. The appointments are part of the company's ongoing management structuring, with no negative or flat metrics reported.

• · Employment term runs until the close of the 2028 annual general meeting (approval of FY2027 financials), subject to earlier termination or extension.
• · In a qualifying termination (death, disability, resignation for good reason, or without cause), severance includes one year of base salary plus MBO bonus at 100% target, pro-rated MBO bonus, 18 months healthcare, and accelerated equity vesting.
• · In a qualifying termination within 12 months after a change in control, severance includes 18 months of base salary plus MBO bonus at 100% target, pro-rated MBO bonus, 18 months healthcare, up to $30,000 outplacement reimbursement, and accelerated equity vesting.
• · The directorship agreement provides €200,000 annual fixed compensation, which is paid by the registrant to the US subsidiary, not to Ms. Williams.
• · The directorship agreement can be terminated by Ms. Williams with 30 days' notice, or by the registrant per its articles and Dutch Civil Code; immediate termination for just cause is allowed for either party.

27-08-2026

Charlton Aria Acquisition Corp, a SPAC, issued a $500,000 working capital promissory note to its sponsor, ST Sponsor II Limited, dated August 25, 2026. The note is unsecured, non-interest bearing (except default interest), and matures upon the earlier of a business combination or liquidation. The sponsor may convert up to $3,000,000 of the note into private units at $10.00 per unit, but the note is limited to $500,000 principal, and repayment is restricted to funds outside the trust account if no business combination occurs.

• · The note is unsecured and non-interest bearing, with default interest at the prevailing short-term U.S. Treasury Bill rate on overdue amounts.
• · The note matures upon the earlier of a business combination or liquidation of the company.
• · The sponsor may convert the note into private units, each consisting of one Class A ordinary share and one right to receive one-eighth of one Class A ordinary share.
• · The note is repayable only from funds other than the trust account if no business combination is consummated.
• · The company's prospectus is filed under File Number 333-282313.

27-08-2026

BayFirst Financial Corp. disclosed the resignation of Director Anthony Leo from the Boards of the Company and its subsidiary, BayFirst National Bank, effective August 26, 2026. Mr. Leo, a former CEO of both entities, stepped down for reasons not specified in the filing. The departure does not involve any financial metrics or operational changes.

• · Anthony Leo served as a member of the Board of Directors and was a prior Chief Executive Officer of the Company and the Bank.
• · The resignation was effective immediately on August 26, 2026.
• · No reason for the resignation was provided in the filing.

27-08-2026

Worksport Ltd. entered into a warrant exercise inducement agreement on August 27, 2026, under which a holder will exercise existing warrants for 3,840,421 shares at a reduced price of $0.60 per share (down from $2.90), generating approximately $2.3M in gross proceeds. In exchange, the company will issue new inducement warrants for up to 4,800,526 shares (125% of exercised shares) at the same $0.60 exercise price, with a five-year term and a six-month lockout on exercise. The company expects closing on August 28, 2026, and will use net proceeds for general corporate and working capital purposes, while agreeing to a 60-day ban on further equity issuances and a six-month restriction on variable-rate transactions.

• · Existing warrants were issued on December 12, 2025, with an original exercise price of $2.90 per share.
• · Inducement warrants have a 4.99% beneficial ownership limitation (9.99% at holder's election) and a five-year term from the initial exercise date.
• · The company agreed to file a resale registration statement for the inducement warrant shares within 40 days and to use best efforts to make it effective within 60 days (or 90 days in case of full SEC review).
• · The company agreed not to issue additional equity or file other registration statements for 60 days after closing, and not to engage in variable-rate transactions for six months after closing.
• · The inducement warrants are unregistered and have no established trading market; liquidity is expected to be extremely limited.
• · The company will pay Maxim Group LLC a cash fee from the gross proceeds for acting as exclusive financial advisor.

27-08-2026

Devon Energy Corporation disclosed that its Compensation Committee approved adjustments to CEO Clay M. Gaspar's compensation on August 21, 2026. His base salary was increased to an annualized rate of $1,500,000, retroactive to May 7, 2026 (the closing date of the merger with Coterra Energy Inc.), and he received a restricted stock award valued at $2,700,000 under the 2022 Long-Term Incentive Plan, vesting in three annual installments. The filing does not include any negative or flat performance metrics, as it is a routine executive compensation update.

• · The salary increase is retroactive to May 7, 2026, the closing date of the merger with Coterra Energy Inc.
• · The restricted stock award will be granted on September 10, 2026, with vesting in three equal annual installments.
• · The compensation adjustments were based on benchmarking data and the recommendation of the Compensation Committee's executive compensation consultant.

27-08-2026

Elastic N.V. (ESTC) announced the nomination of veteran Microsoft executive Julia Liuson to its Board of Directors, subject to a shareholder vote at the October 2026 Annual General Meeting. Separately, current director Caryn Marooney will not stand for reappointment when her term expires in October 2026. Liuson brings over three decades of experience in AI, developer platforms, and enterprise technology, and her appointment underscores Elastic's strategic focus on becoming a critical context layer for AI applications.

• · Julia Liuson most recently served as President of Microsoft’s Developer Division.
• · She also led strategy for GitHub and helped drive AI integration through GitHub Copilot.
• · Liuson joined Microsoft in 1992 and became corporate vice president of the Developer Division in 2012 and president in 2021.
• · Upon election, Liuson will serve on the company's Compensation Committee.
• · Caryn Marooney has served as a non-executive director and will not seek reappointment after her term expires in October 2026.
• · Liuson holds a bachelor’s degree in electrical and computer engineering from the University of Washington and was inducted into the Women in Technology International Hall of Fame in 2019.

27-08-2026

Forte Biosciences, Inc. filed an 8-K on August 27, 2026, reporting the completion of an acquisition or disposition. The filing includes an amended and restated certificate of incorporation that reduces authorized common stock from a prior amount to 1,000 shares at $0.001 par value, indicating a reverse stock split or restructuring. No financial results or operational metrics are disclosed in this filing.

• · The company's registered office is at 251 Little Falls Drive, Wilmington, Delaware, with Corporation Service Company as registered agent.
• · The certificate includes provisions eliminating director liability for monetary damages to the fullest extent under Delaware law.
• · The board of directors is authorized to adopt, amend, or repeal bylaws without stockholder approval.

27-08-2026

Avidbank Holdings, Inc. completed a $30 million private placement of fixed-to-floating rate subordinated notes due 2036, with net proceeds to redeem $22 million of existing callable subordinated notes and for general corporate purposes. The notes carry a 7.00% fixed rate for the first five years, then float at 3-month SOFR plus 291 bps, and are intended to qualify as Tier 2 capital. Piper Sandler & Co. acted as sole placement agent.

• · The notes mature on September 1, 2036.
• · The Company may redeem the notes without penalty on or after September 1, 2031.
• · The notes are unregistered and not FDIC-insured.
• · The offering was a private placement exempt from SEC registration.

27-08-2026

Skillsoft Corp. announced that Helena B. Foulkes will resign from its Board of Directors and all committees, effective August 31, 2026. Foulkes, who served since June 2021, was a member of the Audit, Talent and Compensation, and Nominating and Governance Committees. The resignation is not due to any disagreement with the company, and no financial impact is disclosed.

• · Foulkes served on the Board since June 2021.
• · She was a member of the Audit Committee, Talent and Compensation Committee, and Nominating and Governance Committee.
• · Resignation effective August 31, 2026.
• · No disagreement with Skillsoft or its management on financials, operations, policies, or practices.

27-08-2026

Boot Barn Holdings held its 2026 Annual Meeting on August 26, 2026, where stockholders approved all four proposals, including the election of eight director nominees, the advisory say-on-pay resolution, the ratification of Deloitte & Touche as independent auditor, and the adoption of the 2026 Equity Incentive Plan. The new plan authorizes up to 1,000,000 newly authorized shares plus up to 1,088,748 rollover shares from the prior plan, replacing the 2020 Equity Incentive Plan. All director nominees received strong support, though Peter Starrett had the highest withheld votes at 3,344,860 (12.2% of votes cast), indicating some shareholder dissent.

• · Say-on-pay vote: 27,036,041 For, 334,861 Against, 22,781 Abstain, 1,380,791 Broker Non-Vote
• · Ratification of Deloitte & Touche: 28,153,209 For, 611,986 Against, 9,279 Abstain
• · 2026 Equity Incentive Plan approval: 26,485,729 For, 902,584 Against, 5,370 Abstain, 1,380,791 Broker Non-Vote
• · Director Peter Starrett received the highest withheld votes at 3,344,860 (12.2% of votes cast)
• · Director Lisa G. Laube received 2,261,045 withheld votes (8.3% of votes cast)
• · The 2026 Equity Incentive Plan will terminate on the tenth anniversary of its effective date unless earlier terminated or extended
• · No additional grants will be made under the Prior Plan after August 26, 2026

27-08-2026

On August 26, 2026, two directors—J. Kristofer Galashan (Class II) and Paul Hackwell (Class III)—resigned from the Board of Directors of Life Time Group Holdings, Inc., effective immediately. The filing provides no reasons for the departures and no replacements have been announced, leaving the board with reduced membership. The resignations may raise governance questions but the financial impact is not immediately quantifiable.

• · Resignations were effective immediately on August 26, 2026.
• · No reasons for departures were disclosed.
• · No successor directors have been announced.
• · Company address: 2902 Corporate Place, Chanhassen, Minnesota 55317.

27-08-2026

Applied Materials appointed Akash Palkhiwala, CFO and COO of Qualcomm, to its board of directors and its Audit Committee, effective August 27, 2026. The appointment brings extensive financial and operational leadership from the semiconductor industry. No financial metrics or performance data were disclosed in this filing.

• · Akash Palkhiwala has served as Qualcomm's CFO since 2019 and COO since 2024.
• · He has been appointed to the board's Audit Committee.
• · He holds an undergraduate degree in mechanical engineering from L.D. College of Engineering in India and an MBA from the University of Maryland.
• · Previously, he was a private equity analyst at KeyBank.

27-08-2026

Gap Inc. reported Q2 FY2026 net sales of $3.7 billion, down 2% YoY, with comparable sales down 1%. Despite the top-line miss, gross margin expanded 1,160 bps to 52.8% (including a $417M net IEEPA tariff recovery), and adjusted operating margin of 7.1% exceeded expectations. The company raised its full-year adjusted EPS outlook to $2.35-$2.45, but lowered its net sales growth forecast to 1%-1.5% due to weakness at Old Navy (comparable sales -4%) and Athleta (-12%). Gap brand continued to outperform with +10% comparable sales. Separately, Michael Francis was named Old Navy's next President and CEO, succeeding Haio Barbeito.

• · Old Navy net sales were $2.1B in Q2, down 4% YoY, with comparable sales -4% due to pressure in women's seasonal assortment and unanticipated traffic slowdown.
• · Gap brand net sales were $844M, up 9% YoY, with comparable sales +10% driven by denim, fleece, and kids/baby categories.
• · Banana Republic net sales were $478M, up 1% YoY, with comparable sales +3%.
• · Athleta net sales were $264M, down 12% YoY, with comparable sales -12%.
• · Online sales represented 35% of total net sales in Q2.
• · The company received $95M in IEEPA tariff refunds and $5M in related interest income in Q2; remaining refunds expected in Q3.
• · Full-year adjusted diluted EPS guidance raised to $2.35-$2.45 from $2.30-$2.40.
• · Full-year net sales growth guidance lowered to 1%-1.5% from 1%-2%.
• · Old Navy full-year comparable sales guidance revised to flat to down 1% from flat to up 1%.
• · Gap brand full-year comparable sales guidance raised to high-single to low double-digit growth from high-single digits.
• · Q3 FY2026 net sales expected to grow 1.5%-2.5% YoY to approximately $3.9B.
• · Q3 gross margin expected to expand 25-75 bps YoY.
• · Year-to-date share repurchases totaled $601M; $399M remaining under authorization.
• · Quarterly dividend of $0.175 per share, up 6% YoY.
• · Adjusted operating margin for Q2 was 7.1%, down from 7.3% in Q2 FY2025.
• · Adjusted gross margin for Q2 was 41.4%, up 20 bps YoY.
• · Merchandise margin adjusted for IEEPA recovery increased 80 bps YoY.
• · Average unit retail increased across all brands.
• · Rent, occupancy, and depreciation deleveraged 60 bps as a percentage of sales.
• · Ending inventory of $2.3B was flat YoY.
• · Capital expenditures year-to-date were $289M; full-year outlook unchanged at ~$650M.
• · Net store closures expected to be about flat for the full year.
• · Diluted weighted average share count for full year expected to be approximately 367M, down from prior outlook of 375M.
• · Adjusted effective tax rate for full year expected to be approximately 25%-26%.
• · Adjusted interest, net for full year expected to be approximately $20M.
• · Adjusted operating expense as a percentage of net sales expected to be about flat YoY.
• · The Section 301 tariff update provides ~$15M net relief to full-year gross profit, concentrated in Q4.

27-08-2026

Outlook Therapeutics announced the mutual departure of CFO Lawrence A. Kenyon, effective September 1, 2026, and the appointment of Kevin Lundquist as the new CFO, Treasurer, and principal financial/accounting officer. Lundquist brings extensive biotech and med-tech CFO experience, including leading CapsoVision through its IPO. The transition includes a $450,000 base salary, a 50% target bonus, and a 500,000-share option grant for Lundquist, while Kenyon will receive severance including 12 months' base salary, a $20,000 payment, and full 2026 target bonus, with continued employment in a non-executive role through September 30, 2026.

• · Kenyon will step down from the Board on or before September 30, 2026, and the Board will reduce its size to eight directors.
• · Lundquist's option vests 25% on the first anniversary of the Transition Date, with the remainder vesting in equal monthly installments over three years.
• · Lundquist's severance includes nine months' base salary and up to four months of benefit coverage, with full acceleration of unvested time-vesting equity in a change-in-control scenario.
• · Kenyon's severance includes 12 months' base salary, $20,000, and full 2026 target bonus; in a change-in-control within two months, it increases to 18 months' salary, $20,000, and 150% of target bonus.
• · Kenyon's departure is not due to any disagreement on accounting, financial statements, internal controls, operations, policies, or practices.

27-08-2026

Ashford Hospitality Trust completed the sale of the 150-room Embassy Suites Dulles Airport in Herndon, Virginia for approximately $22.3 million in net cash consideration on August 24, 2026. The company used approximately $20.6 million of the proceeds to repay a portion of a mortgage loan secured by 13 hotels, including the sold property. The pro forma financial statements show the removal of the hotel's assets and operations, resulting in a preliminary non-recurring gain of $17.4 million for the year ended December 31, 2025, but the company's net loss attributable to common stockholders improved from a loss of $215.0 million to a pro forma loss of $198.0 million for that year.

• · The sale closed on August 24, 2026.
• · The hotel is located in Herndon, Virginia.
• · The mortgage loan repaid was secured by 13 hotels, including the sold property.
• · Pro forma net income attributable to common stockholders for H1 2026 decreased slightly from $49.6M historical to $49.5M pro forma, a decline of 0.2%.
• · Pro forma total assets decreased by approximately $4.3M from $2,334.5M to $2,330.2M.
• · Pro forma total liabilities decreased by approximately $21.4M from $2,644.0M to $2,622.6M.
• · Pro forma total equity (deficit) improved by approximately $17.1M from $(556.5)M to $(539.4)M.

27-08-2026

Southern Cross Acquisition II Corp. (NASDAQ: SCATU) announced the pricing of its $75 million initial public offering (IPO) of 7,500,000 units at $10.00 per unit, with the units expected to trade on the Nasdaq Capital Market starting August 26, 2026. The offering is expected to close on August 27, 2026, and the company is a blank check company formed to effect a merger or business combination, though no specific target has been identified. The underwriters have a 45-day option to purchase up to 1,125,000 additional units to cover over-allotments.

• · Each unit consists of one ordinary share, one redeemable warrant, and one right to receive one-fourth of one ordinary share upon consummation of an initial business combination.
• · Once separate trading begins, ordinary shares, warrants, and rights will trade under 'SCAT', 'SCATW', and 'SCATR', respectively.
• · The registration statement on Form S-1 (File No. 333-297331) was declared effective by the SEC on August 25, 2026.
• · SCAT's target search will not be limited to a particular industry or geographic region.

27-08-2026

GE Vernova announced that CFO Kenneth Parks will retire effective April 2, 2027, and will be succeeded by Claire McDonough, formerly CFO of Rivian Automotive, effective January 1, 2027. McDonough will receive a compensation package including a $1M base salary, a $5M cash sign-on payment, and make-whole equity awards valued at $14.5M. The transition is orderly, with Parks serving as strategic advisor through his retirement date.

• · McDonough will join as strategic advisor to the CEO on November 1, 2026, before becoming CFO on January 1, 2027.
• · Parks will serve as strategic advisor to the CEO from January 1, 2027, through his retirement on April 2, 2027.
• · McDonough's make-whole RSUs vest over three years (33%, 33%, 34%) and PSUs vest after three years, both accelerating on termination without Cause.
• · The $5M cash sign-on is repayable in full if McDonough resigns within 12 months or engages in conduct constituting Cause.
• · Parks' Resignation Agreement provides for continued salary and benefits through the Retirement Date, eligibility for a 2026 annual incentive bonus and a prorated 2027 bonus at target, and forfeiture of unvested equity awards as of the Retirement Date.

27-08-2026

Affirm Holdings reported Q4 FY2026 results with revenue of $1.2B, up 47% YoY, and GAAP net income of $0.4 per diluted share, marking the first GAAP profitable quarter. However, the company's active merchant count declined 6% YoY to 576,000, and active consumer growth slowed to 5% YoY. Additionally, CFO Michael Linford announced his resignation effective September 30, 2026, with Rob O'Hare appointed as interim CFO.

• · GAAP net income of $0.4 per diluted share marks first GAAP profitable quarter
• · CFO Michael Linford resigns effective September 30, 2026; Rob O'Hare appointed interim CFO
• · Active merchant count declined 6% YoY to 576,000
• · Active consumer growth slowed to 5% YoY

27-08-2026

Hepion Pharmaceuticals entered into securities purchase agreements on August 25, 2026, to sell 8,000,000 shares of common stock and warrants for an additional 8,000,000 shares at $0.05 per share, raising gross proceeds of $400,000. The warrants have an exercise price of $0.06 per share and a five-year term. The offering was conducted as a private placement under Section 4(a)(2) and Rule 506(b) of Regulation D, and the securities are unregistered.

• · The offering was priced at $0.05 per share, significantly below the stock's likely market price, indicating severe dilution.
• · The warrants are exercisable at $0.06 per share for five years, providing additional potential dilution.
• · The securities are unregistered and subject to restrictions on resale in the United States.
• · The company's common stock trades on the OTC QB market under the symbol HEPA.

27-08-2026

Quince Therapeutics, Inc. announced that President Charles Ryan's last day of employment will be September 8, 2026, following a mutual determination. He will be eligible for severance benefits under his existing Executive Change in Control and Severance Agreement. The filing does not provide any financial metrics or performance data, so no period-over-period comparisons are available.

• · The departure was mutually determined between the Company and Mr. Ryan.
• · Mr. Ryan's last day is September 8, 2026.
• · Severance benefits are governed by the Executive Change in Control and Severance Agreement dated September 1, 2023.
• · The proxy statement describing the severance terms was filed on August 25, 2026.

27-08-2026

Sow Good Inc. through its subsidiary SOWG Tanzania Inc. has amended its Share Purchase Agreement with Ryzon Materials Limited and affiliates to restructure the acquisition of 99.97% of Uranex Tanzania Limited and Magnis Technologies Tanzania Limited via a subscription for new shares, rather than a direct share purchase. The total consideration remains unchanged at AUD81,951,776, comprising 10,321,528 Seller Consideration Shares (subject to adjustments), 222,767 CVRs, and other share issuances, with a reverse stock split recognized. The amendment adjusts key definitions including the 10-Day VWAP to US$3.0941, and modifies share issuance figures (e.g., Broker Payoff Shares: 3,341,501, Lender Payoff Shares: 6,385,980, Escrow Shares: 2,227,670), while capping total Sow Good Shares issuable at 22,276,676. The transaction is subject to conditions including execution of the ISSA, Tanzanian regulatory confirmations, and completion by the Sunset Date of October 15, 2026.

• · The amendment restructures the acquisition from a share purchase to a subscription for newly issued shares, allowing Sow Good to hold 99.97% of Uranex and Magnis Tech.
• · The Seller and Uranex ESIP will collectively retain 0.03% of each target as bare nominee/trustee for the Buyer via Nominee Deeds.
• · The definition of 'Sale Shares' is replaced with 'Retained Shares' (the 0.03% retained stake).
• · New definitions added: ISSA, Nominee Deeds, Retained Shares, Securities Filing, Subscription, Subscription Completion, Subscription Shares.
• · The Buyer must increase Magnis Tech's authorized share capital by TZS 333,334,000.
• · The reverse stock split (15-to-1) effective April 23, 2026, is acknowledged.
• · All existing warranties, indemnities, and the CVR Agreement remain in effect unamended.
• · Break fees are capped so only the higher of amounts under SPA or ISSA is payable.

27-08-2026

JetBlue Airways Corporation announced that on August 21, 2026, the Icahn Group's ownership fell below the threshold entitling it to two board seats, triggering the resignations of Jesse Lynn and Steven D. Miller from the Board of Directors and its committees, effective August 24, 2026. The departures are not due to any disagreements with the company's operations, policies, or practices.

• · The resignations are effective as of August 24, 2026.
• · Jesse Lynn ceased serving on the audit committee, governance and nominating committee, and finance committee.
• · Steven D. Miller ceased serving on the audit committee and the finance committee.
• · The Director Appointment and Nomination Agreement was originally dated February 16, 2024.
• · Neither resignation is due to any disagreements with the company's operations, policies, or practices.

27-08-2026

Lantronix, Inc. amended executive compensation agreements for its CEO, Chief Revenue Officer, and Chief Product & Strategy Officer, effective August 1, 2026. CEO Saleel Awsare's base salary was increased to $550,000, while both CRO Kurt Hoff and CPO Mathi Gurusamy received increases to $390,000 and had time-based restrictions on their severance provisions removed. The changes reflect retention and alignment of executive pay with company performance.

• · CEO Saleel Awsare's base salary increased to $550,000 effective August 1, 2026.
• · CRO Kurt Hoff's base salary increased to $390,000 effective August 1, 2026.
• · CPO Mathi Gurusamy's base salary increased to $390,000 effective August 1, 2026.
• · Time-based restrictions on severance provisions for Hoff and Gurusamy were removed.
• · Amendments were entered into on August 26-27, 2026.

27-08-2026

Concentra Group Holdings Parent, Inc. entered into a stock repurchase agreement on August 21, 2026 to buy 1,000,000 shares of its common stock from Chairman Robert A. Ortenzio and related entities at $34.65 per share, totaling $34,650,000. The purchase price reflects a 1% discount to the closing price, and the transaction closed on August 24, 2026, funded by cash on hand. The buyback represents approximately 0.784% of outstanding shares and was approved by the Audit and Compliance Committee of independent directors.

• · The stock repurchase agreement was entered into on August 21, 2026 and closed on August 24, 2026.
• · The purchase price of $34.65 per share represents a 1% discount to the closing price on the agreement date.
• · The shares repurchased represent approximately 0.784% of the issued and outstanding shares of common stock immediately prior to the transaction.
• · The transaction was funded through the company's cash on hand.
• · The repurchase was made under the company's previously announced share repurchase program.

27-08-2026

Greenwave Technology Solutions, Inc. entered into an Exchange Agreement with DWM Properties LLC, an entity controlled by CEO Danny Meeks, to satisfy $8,000,000 in total liabilities (a $5,391,859 promissory note plus $2,608,141 in other related party amounts) by issuing 2,152,853 shares of common stock. The transaction was conducted as an unregistered sale of equity securities under exemptions from the Securities Act. This debt-for-equity swap reduces the company's debt burden but significantly dilutes existing shareholders.

• · The Exchange Agreement was entered into on August 24, 2026, and the 8-K was filed on August 27, 2026.
• · The shares were issued in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act, Regulation D, and/or Section 3(a)(9) of the Act.
• · The shares carry a restrictive legend and are not registered for public sale.

27-08-2026

Satellogic Inc. appointed Dustin Greer as Interim Chief Financial Officer effective August 21, 2026. Mr. Greer, age 47, had been serving as Senior Vice President and Corporate Controller since 2022. The filing does not disclose any new compensatory arrangements or material interests related to his appointment.

• · Mr. Greer previously served as Senior Director, FP&A and Business Insights for Trilogy International Partners.
• · No family relationships exist between Mr. Greer and any director or executive officer.
• · No material plan, contract, or arrangement was entered into or amended in connection with the appointment.

27-08-2026

SharonAI Holdings announced an expansion of its executive leadership team, appointing David Burns as COO and moving co-founder Andrew Leece to Head of Strategic Partnerships. The changes, effective September 7, 2026, aim to support the company's next phase of growth and AI infrastructure delivery. No financial metrics or performance data were disclosed in the filing.

• · David Burns previously served as Group Executive, Telstra Enterprise.
• · Andrew Leece was previously COO and Co-founder.
• · The leadership changes take effect from September 7, 2026.

27-08-2026

Greenland Mines Ltd (Nasdaq: GRML) announced a proposed public offering of common stock (or equivalents) to fund the acquisition of the Sarfartoq Nd-Pr Rare Earth Element Project, working capital, and general corporate purposes. The offering is subject to market conditions, with A.G.P./Alliance Global Partners acting as sole placement agent. The company operates two divisions: Mining (Skaergaard and Sarfartoq projects) and Biotech (Klotho’s KLTO-202 for ALS).

• · The offering is being made under an effective shelf registration statement on Form S-3 (File No. 333-288533) filed July 7, 2025 and declared effective July 25, 2025.
• · The company has two operating divisions: Mining (Skaergaard and Sarfartoq projects) and Biotech (Klotho’s KLTO-202 for ALS).
• · The offering is subject to market conditions and there is no assurance as to whether or when it may be completed, or as to the actual size or terms.
• · The company's strategy includes building a multi-asset platform with exposure to rare earth magnet materials, precious metals, and select midstream processing opportunities.

27-08-2026

Southland Holdings, Inc. (SLND-WT) announced a Settlement Agreement with Liberty Mutual Insurance Company and Zurich to resolve surety losses from the Washington State Convention Center (WSCC) project. The Company will pay $5 million to Liberty by September 30, 2026, to settle approximately $36.4 million in losses, which is expected to favorably impact pre-tax income by about $29 million in Q3 2026. However, the Company is still in negotiations with Zurich to resolve the remaining surety payable related to the WSCC Judgement, and the accounting treatment remains preliminary and subject to change.

• · The WSCC Judgement was entered on January 15, 2026, in favor of Clark/Lewis.
• · A prior WSCC Settlement Agreement was entered on March 27, 2026, with the Sureties.
• · The Company reported a surety payable equal to the settlement amount on its June 30, 2026 balance sheet.
• · The Settlement Agreement was entered on August 26, 2026.
• · The Company is still in negotiations with Zurich to resolve the remaining surety payable.
• · The expected $29 million favorable income impact is preliminary and subject to change.

27-08-2026

K2 Capital Acquisition Corp (KII) filed an 8-K on August 27, 2026, reporting an amendment to its insider letter agreement that modifies lock-up provisions for founder shares and private placement units. The amendment shortens the lock-up for private placement units from 180 days to 30 days after a business combination, and introduces an earlier release for founder shares if the stock price reaches $12.00 per share for 20 trading days within a 30-day period starting 150 days post-combination. This is a procedural update for a blank-check company that has not yet completed a business combination; no financial results or performance metrics are disclosed.

• · Founder shares lock-up: earlier of (i) 6 months post-business combination or (ii) $12.00/share closing price for 20 trading days within any 30-trading day period starting at least 150 days after the business combination.
• · Private placement units lock-up reduced from 180 days to 30 days after a business combination.
• · The company is a blank-check (SPAC) entity with no operating business yet; no financial data or performance metrics are available in this filing.

27-08-2026

SOBR Safe, Inc. received an additional Nasdaq staff determination letter on August 21, 2026, for failing to meet the minimum $2.5M stockholders' equity requirement (Equity Requirement) for continued listing on the Nasdaq Capital Market, and it also does not meet the alternatives of market value of listed securities or net income from continuing operations. This adds to a prior deficiency for failing to maintain the minimum $1.00 bid price (Bid Price Requirement), and the company is ineligible for a 180-day compliance period due to cumulative reverse stock splits exceeding 1-for-250. The company has a hearing scheduled and a stay of delisting until September 15, 2026, subject to completing a business combination with Clean World Ventures, Inc. and demonstrating compliance with Nasdaq's Initial Listing Rules. Additionally, director Ford Fay resigned from the board effective August 21, 2026.

• · The company effected a 1-for-110 reverse stock split on October 2, 2024, and a 1-for-10 reverse stock split on April 4, 2025, making the cumulative reverse stock split ratio 1-for-1100 over the last two years.
• · The delisting hearing was held on April 28, 2026, and the Hearings Panel granted continued listing until September 15, 2026, subject to completing the business combination with Clean World Ventures, Inc. and demonstrating compliance with Nasdaq's Initial Listing Rules.
• · The Additional Letter provides the company with the ability to present its views to the Hearing Panel by August 28, 2026.
• · Ford Fay's resignation was not related to any disagreement with the company on any matter relating to its operations, policies or practices.

27-08-2026

TruGolf Holdings, Inc. (TRUG) entered into a legally binding Memorandum of Understanding (MOU) on August 25, 2026, appointing Tru Golf Canada Inc. as its exclusive master distributor for a defined Territory including Indigenous communities in Canada, the Thompson Okanagan region, Hard Rock brand opportunities in Oklahoma and Florida, and other Canadian-originated opportunities. The initial term is five years, with no minimum purchase targets for the first 12 months, and the parties have 45 days to negotiate a definitive long-form agreement.

• · The MOU automatically terminates if no definitive agreement is executed within 180 days, unless extended by mutual written agreement.
• · Failure to meet performance targets in year two and beyond may result in conversion of the affected portion from exclusive to non-exclusive status, not termination.
• · The Distributor's rights are exclusive subject only to certain specifically identified accounts.

27-08-2026

Alto Neuroscience promoted Nicholas C. Smith from CFO and CBO to President and CFO, effective August 26, 2026. Amit Etkin remains CEO but relinquished the President title. Smith received a $6M retention bonus ($3M now, $3M in 12 months) subject to a two-year clawback.

• · Smith's retention payment is subject to full recoupment if he resigns or is terminated for cause before the two-year anniversary of the Effective Date (Retention Date).
• · If Smith is terminated without cause, or due to death or disability, before the Retention Date, any unpaid portion of the retention payment will be paid upon termination.
• · There are no family relationships between Smith and any directors or executive officers, and no reportable transactions under Item 404(a) of Regulation S-K.

27-08-2026

Solstice Advanced Materials and Element Solutions mutually terminated their merger agreement, with no fees payable. The Board authorized a $500 million share repurchase program, and the company affirmed its Q3 and full-year 2026 guidance, including net sales of $4,125-$4,185 million and adjusted EBITDA of $1,035-$1,055 million. While the termination reflects shareholder feedback and strategic independence, the company reaffirms strong execution and growth trends in AI, data centers, and nuclear energy.

• · No fees payable by either party upon termination of the merger agreement.
• · The share repurchase program is the company's first such program.
• · Guidance for adjusted diluted EPS for full-year 2026 is $2.75-$2.95.
• · The company has over 5,700 patents and pending applications.
• · Solstice operates in more than 120 countries and territories.