US Material Events SEC 8-K Filings — September 02, 2026

02-09-2026

Vertiv Holdings Co. announced a definitive agreement to acquire UtilityInnovation Group (UIG) for approximately $1.45 billion in cash at closing, with up to $1.15 billion in additional earnout consideration tied to EBITDA targets over 12- and 24-month periods. The acquisition is expected to close in Q4 2026 and is anticipated to be accretive to adjusted EPS in the first year post-completion. The deal expands Vertiv's portfolio into microgrid controls and behind-the-meter power architecture, addressing power constraints for AI data centers, but carries execution and integration risks.

• · UIG founded in 2020, headquartered in Raleigh, North Carolina, with European HQ in Dublin, Ireland, and manufacturing in North Carolina and New Jersey.
• · Transaction expected to close in Q4 2026, subject to regulatory approvals and customary closing conditions.
• · Vertiv expects the acquisition to be accretive to adjusted EPS in the first year following completion.
• · The EBITDA multiple is anticipated to be significantly lower if the full earnout is paid.
• · UIG has experience with AI data center operators across the United States and Europe.

02-09-2026

Daktronics reported fiscal Q1 2027 results with EPS of $0.40 (up 21.2% YoY) on sales of $234.6 million (up 7.1% YoY despite one less week) and operating margin of 10.6%. However, new orders fell sharply to $191.8 million from $238.5 million a year ago, and product backlog declined to $311.3 million from $360.3 million, though it remained above $300 million for the sixth consecutive quarter. The company also executed $4.4 million in share repurchases during the quarter.

• · Operating expenses increased to $46.7 million from $41.8 million YoY, driven by $0.8M in XDC/microLED costs, $0.7M consulting, and $2.0M commission on a large International project.
• · Accounts receivable rose to $154.7 million from $118.6 million at end of fiscal 2026, reflecting higher sales volume and timing of billings.
• · Working capital ratio was 2.2 to 1 at quarter end.
• · No advances were drawn under the $71.5 million senior credit facility; letters of credit outstanding were $1.9 million.
• · The company is tracking toward fiscal 2028 targets of 7-10% revenue CAGR, 10-12% operating margin, and 17-20% ROIC.
• · The effective tax rate decreased to 24.3% from 25.9% due to non-recurrence of valuation allowances recorded in fiscal 2026.
• · Interest income net increased to $1.1 million from $0.9 million on higher average cash balance.

02-09-2026

TScan Therapeutics announced a strategic reorganization to focus on in vivo cell therapy for solid tumors, pausing its Phase 3 ALLOHA-2 study of TSC-101 in heme malignancies due to insufficient capital. The company reported positive updated data from Cohort C of the Phase 1 ALLOHA study (100% complete donor chimerism in 13/13 patients tracked), but is reducing its workforce by approximately 75% to extend its cash runway into Q4 2027. While the reorganization is expected to generate $55 million in cumulative cost savings, the pause in the heme program and significant workforce reduction underscore severe capital constraints.

• · Two in vivo-engineered TCR-T candidates for solid tumors (PRAME and MAGE-A4) advanced to IND-enabling studies.
• · Company expects to file first IND in Q3 2027 and initiate Phase 1 development in Q4 2027.
• · Preclinical data for solid tumor program expected in Q1 2027.
• · Cohort C data includes two relapsed patients who converted to complete donor chimerism after third infusion or additional agents.
• · One previously disclosed non-relapse mortality in Cohort C, unrelated to TSC-101.
• · Company is evaluating strategic partnerships for autoimmune program targeting HLA-B*27-associated disorders (e.g., ankylosing spondylitis).
• · Cash, cash equivalents, and marketable securities as of June 30, 2026, expected to fund operations into Q4 2027.
• · Workforce reduction eliminates internal manufacturing organization and significantly reduces research footprint.

02-09-2026

G-III Apparel Group reported Q2 FY2027 results with GAAP net income of $0.46 per diluted share, beating guidance, compared to $0.25 in the prior year. However, net sales declined 10% to $554.1 million from $613.3 million, reflecting the loss of Calvin Klein and Tommy Hilfiger sales. The company completed the acquisition of Marc Jacobs, targeting $1 billion in long-term annual revenue, and raised its GAAP and non-GAAP net income guidance for FY2027, excluding Marc Jacobs, which is expected to be slightly dilutive in fiscal 2027.

• · Go-forward portfolio sales grew high-single digits during Q2 FY2027.
• · Gross margin expanded 440 basis points to 45.2% from 40.8% due to price increases and mix shift to owned brands.
• · Non-GAAP net income per diluted share was $0.26, up from $0.25 in the prior year.
• · The company completed the Marc Jacobs acquisition, targeting $1 billion in long-term annual revenue.
• · Marc Jacobs acquisition is expected to be slightly dilutive in fiscal 2027, with accretion expected after 12 months.
• · FY2027 net sales guidance of $2.71 billion incorporates the loss of approximately $460 million of sales from Calvin Klein and Tommy Hilfiger products.
• · FY2027 GAAP net income guidance raised to $181.0M-$185.0M ($4.10-$4.20 per diluted share) from $67.4M ($1.51) in FY2026.
• · FY2027 non-GAAP net income guidance of $97.0M-$101.0M ($2.20-$2.30 per diluted share) is down from $116.2M ($2.61) in FY2026.
• · FY2027 adjusted EBITDA guidance of $174.0M-$178.0M is down from $192.4M in FY2026.
• · Q3 FY2027 net sales guidance of $870.0M is down 12% from $988.6M in Q3 FY2026.
• · Q3 FY2027 GAAP net income guidance of $59.0M-$64.0M ($1.35-$1.45 per diluted share) is down from $80.6M ($1.84) in Q3 FY2026.
• · Cash and cash equivalents increased 75% to $529.2M from $301.8M.
• · Inventories decreased 13% to $555.0M from $639.8M.
• · Capital returned to shareholders: $7.9M in share repurchases and $4.3M in dividends.
• · IEEPA tariff refund of $122K in Q2 FY2027 and $102.8M in H1 FY2027 was excluded from non-GAAP gross profit.
• · Tax benefit from release of valuation allowance of $9.3M in Q2 FY2027.

02-09-2026

Associated Banc-Corp announced the planned retirement of EVP, General Counsel & Corporate Secretary Randall J. Erickson, effective October 13, 2026, with Angela M.W. Kelley succeeding him. Kelley brings 20 years of corporate law and executive management experience, most recently as CEO of Diversity Lab/Talent Multipliers, and will report directly to President and CEO Andy Harmening. Erickson will remain in an advisory capacity through the end of 2026 to ensure a smooth transition.

• · Kelley, 45, previously served as CEO of Diversity Lab/Talent Multipliers since 2025, EVP Director of Wealth Management at Heartland Financial USA from 2024 until its acquisition by UMB Financial in 2025, and general counsel at PacWest Bancorp (2021-2023) and NBT Bancorp (2019-2021).
• · Erickson, 67, retires after more than 14 years as EVP, General Counsel and Corporate Secretary at Associated.
• · Kelley will be based in Milwaukee and report directly to President and CEO Andy Harmening.
• · Associated Banc-Corp is the largest bank holding company based in Wisconsin with total assets of $52 billion and over 200 banking locations across six states.

02-09-2026

Data443 Risk Mitigation, Inc. (ATDS) announced a definitive business combination agreement with Four Leaf Acquisition Corporation (FORL), a SPAC, dated August 27, 2026, to take the combined company public on Nasdaq. The merger is intended to provide Data443 with a major-market platform to deepen investment in AI-driven threat intelligence, data security, and distributed-ledger validation. However, completion is subject to stockholder approval, SEC effectiveness of the Form S-4, Nasdaq listing approval, and other conditions, with no assurance the transaction will close.

• · Data443 has a multi-year operating record in distributed-ledger infrastructure as an operator within the Unique Node List (UNL) ecosystem, maintaining high-availability validator nodes without participating in token rewards or economic incentives.
• · The combined company intends to pursue a Nasdaq listing to improve visibility with institutional investors and access to capital markets.
• · The business combination is subject to Four Leaf stockholder approval, effectiveness of the Form S-4, Nasdaq approval, and satisfaction or waiver of other closing conditions.
• · Data443 has over 10,000 customers in more than 100 countries.

02-09-2026

BioRestorative Therapies (BRTX) dismissed its auditor CBIZ CPAs P.C. effective August 28, 2026, and engaged Bush & Associates CPA as its new independent registered public accounting firm for FY2026. Simultaneously, the company underwent a leadership transition: Interim CEO/CFO Katharyn Field stepped down and entered a consulting agreement, Mika Grasso was appointed Interim CEO, and Anna Skowron was appointed CFO. The auditor change and officer departures were not due to any disagreements or reportable events, though the prior auditor's report included a going-concern qualification.

• · CBIZ's report on FY2025 financials included an explanatory paragraph expressing substantial doubt about the company's ability to continue as a going concern.
• · No disagreements or reportable events occurred between the company and CBIZ during FY2025 and the subsequent interim period through August 28, 2026.
• · Mika Grasso, age 29, was originally appointed to the Board in June 2026 as a designee of Bowery Group LLC under a Revolving Loan Agreement.
• · Anna Skowron serves as CFO on a non-employee, fractional basis through BPC Consulting Ltd. and also serves as CFO of GridAI Technologies Corp. and Powell Max Limited.
• · The Board approved a form of indemnification agreement for Mr. Grasso, Ms. Skowron, and Ms. Field on September 1, 2026.

02-09-2026

PMV Pharmaceuticals, Inc. announced the pricing of an oversubscribed underwritten public offering of common stock, pre-funded warrants, and accompanying warrants, expected to generate gross proceeds of approximately $50.8 million. The offering includes 22,055,000 shares of common stock and pre-funded warrants for up to 19,900,000 shares, each sold with an accompanying warrant to purchase one share of common stock at an exercise price of $1.21 per share. The offering is expected to close on or about September 2, 2026, with TD Cowen acting as sole book-running manager.

• · The combined public offering price per share of common stock and accompanying warrant is $1.21.
• · The combined public offering price per pre-funded warrant and accompanying warrant is $1.20999.
• · The accompanying warrants have an initial exercise price of $1.21 per share, subject to adjustment after a specified regulatory milestone, are immediately exercisable, and expire five years from issuance.
• · The offering is made under a shelf registration statement on Form S-3 (Reg. No. 333-283349) filed with the SEC on November 20, 2024 and declared effective on November 27, 2024.
• · A preliminary prospectus supplement was filed on August 31, 2026.

02-09-2026

Quantumsphere Acquisition Corp terminated its Agreement and Plan of Merger with SACH Pte. Ltd., originally dated October 3, 2025, due to the target company's failure to cure defaults within the required 30-day period following a Notice of Default issued on July 14, 2026. The Purchaser Parties reserve all rights to seek damages and other legal relief. This termination likely ends the proposed business combination, potentially impacting the SPAC's ability to complete a de-SPAC transaction.

• · Merger Agreement dated October 3, 2025
• · Notice of Default issued July 14, 2026
• · 30-day cure period expired without remedy
• · Termination effective September 1, 2026
• · Purchaser Parties reserve rights to seek damages, costs, expenses, and other legal/equitable relief

02-09-2026

On September 1, 2026, Brad Hively notified Starling Oncology, Inc. (formerly The Oncology Institute, Inc.) of his decision not to stand for re-election to the Board at the 2027 annual meeting. He will continue as a director until the meeting but immediately stepped down as Vice Chairman and from the Compliance Committee. The departure is not due to any disagreement with the company.

• · Brad Hively will continue to serve as a director until the 2027 annual meeting of stockholders.
• · Effective immediately, he is no longer Vice Chairman of the Board or a member of the Compliance Committee or any other Board committees.
• · The decision is not the result of any disagreement with the company regarding operations, policies, or practices.

02-09-2026

cbdMD, Inc. (NYSE American: YCBD) announced a definitive asset purchase agreement to acquire the operating assets and brands of Twinlab, including Twinlab, Reserveage, Metabolife, and Alvita Tea, through an assignment for the benefit of creditors (ABC) proceeding, subject to court approval. The acquisition is expected to increase combined trailing twelve-month revenue to approximately $30 million, a ~40% increase over cbdMD's standalone revenue, and reduce its concentration in the hemp category. However, the transaction is subject to court approval and customary closing conditions, and the combined revenue figure is illustrative and not indicative of future results.

• · Twinlab founded in 1968, serving 50,000 retail outlets including Vitamin Shop and GNC.
• · Acquisition conducted through an ABC proceeding, subject to court approval.
• · Acquisition follows cbdMD's earlier acquisition of Bluebird Botanicals.
• · cbdMD's portfolio includes cbdMD, Paw CBD, Oasis, Bluebird Botanicals.
• · Transaction expected to reduce revenue concentration in hemp category and mitigate regulatory risks.
• · Incremental revenue expected to generate positive contribution after transaction and integration costs.

02-09-2026

MediciNova terminated its Standby Equity Purchase Agreement (SEPA) with YA II PN, LTD. (Yorkville) effective September 8, 2026. The company had the right to sell up to $30.0 million of common stock under the SEPA but only sold 175,000 shares for aggregate proceeds of $0.2 million. No outstanding borrowings, advance notices, or fees remain at termination.

• · The SEPA was originally dated July 30, 2025.
• · Shares were sold at prices ranging from $1.39 to $1.40 per share.
• · Termination becomes effective September 8, 2026.
• · No fees are due by either party in connection with the termination.

02-09-2026

ExlService Holdings, Inc. (EXLS) announced that Vivek Jetley, President and Head of Insurance, Healthcare and Life Sciences, will depart effective October 26, 2026, to become CEO of Hexaware Technologies Limited. Jetley will remain in his role during the transition period. CEO Rohit Kapoor expressed confidence in the leadership team and the company's ability to continue executing its data and AI strategy without disruption.

• · Vivek Jetley has been with EXL for nearly 20 years.
• · Jetley will continue to serve in his current role and assist with transition over the coming months.
• · EXL is headquartered in New York and operates across six continents.

02-09-2026

Bluerock Homes Trust, Inc. (BHM) provided a $33.1M secured loan to an affiliate to fund a portion of the acquisition of Class II Interests in a trust that acquired a 340,496 sq ft Class A office/lab facility in Northern California for $330.8M via a sale-leaseback. The loan bears a 13.0% fixed coupon with a 36-month term, and the company also provided a non-recourse carveout guaranty earning $125K per annum. The transaction was approved by the Audit Committee of independent directors.

• · The loan is secured by a pledge of the Depositor’s interest in the Class II Interests of the Trust.
• · The loan is structured to be repaid by proceeds from syndication of Class I Interests via a private placement.
• · The NRCO Guaranty covers customary non-recourse carveouts including fraud, misrepresentation, misapplication of funds, voluntary bankruptcy, and environmental issues.
• · The DST Manager has agreed to indemnify the company for losses under the NRCO Guaranty resulting from its willful misconduct or gross negligence.
• · The lease provides indemnification for certain environmental matters during the lease term.
• · The tenant is an investment-grade technology company with a 20.5-year bondable true lease.

02-09-2026

Vail Resorts announced that board member Sue Decker will not stand for reelection at the 2026 Annual Meeting after 11 years of service, stepping down to manage her total board commitments. The Board approved a reduction in size to nine members effective at the meeting and is actively searching for an additional independent director, with plans to increase the board back to ten members in early 2027. The company continues its board refreshment efforts, having recently added Bill Hornbuckle, Reggie Chambers, and Iris Knobloch.

• · The Nominating & Governance Committee is conducting a search with a leading independent executive search firm.
• · In July 2026, the company announced the appointment of Bill Hornbuckle to the board.
• · In 2024, the company added Reggie Chambers and Iris Knobloch as board members.
• · Sue Decker joined the boards of Anderson Group, Inc. and Nscale, Ltd. within the last year.

02-09-2026

Acro Biomedical Co., Ltd. announced the resignation of Yu-Ting Su as director, chairman, and CEO effective September 2, 2026, with no disagreement cited. The board appointed Shao-Hsiang Shih as director and chairman, and Jing-Zhou Chen as CEO and CFO, both effective immediately. The new leadership brings experience from publishing, education, and digital platform management, but the company faces a complete turnover of its top management.

• · Yu-Ting Su's resignation was not due to any disagreement with the company.
• · Shao-Hsiang Shih has a background in administrative and education management at Century Publishing Co. and Century Education Center, and holds a Master’s degree in Buddhist Studies.
• · Jing-Zhou Chen founded Dream Born Co., Ltd. in March 2025, which operates a digital lifestyle and short-form video platform with AI-based recommendation technology.
• · Mr. Chen previously led GBT Cloud Kitchen to nearly 100 franchise locations and established centralized food manufacturing and cold-chain distribution.
• · Mr. Chen's earlier career includes semiconductor process engineering at Genes Tech Co., Ltd. and STATS ChipPAC Taiwan.

02-09-2026

On September 2, 2026, Deven Jain resigned as a director of BranchOut Food Inc. (BOF). The resignation was not due to any disagreement with the company regarding its operations, policies, or practices. No financial impact or other material changes were disclosed.

• · The resignation was effective immediately on September 2, 2026.
• · Mr. Jain's departure was not related to any disagreement with the company.

02-09-2026

Blue Acquisition Corp. (BACCU) filed a Fifth Amendment to its Business Combination Agreement with Blockfusion Digital Infrastructure, Inc., extending the Outside Date to November 30, 2026. This marks the fifth extension since the original agreement was signed on November 19, 2025, indicating ongoing delays in closing the merger. The extension reflects the parties' commitment to the deal but also highlights the prolonged negotiation process.

• · The Business Combination Agreement was originally signed on November 19, 2025, and has now been amended five times.
• · The Outside Date was extended from a prior date (effective under the Fourth Amendment) to November 30, 2026.
• · No termination right is available to a party whose breach caused the failure to close by the Outside Date.

02-09-2026

Parabilis Medicines, Inc. announced the mutually agreed departure of Chief Medical Officer Fawzi Benzaghou, M.D., effective September 30, 2026. Dr. Benzaghou will receive severance benefits per his employment agreement. The filing does not disclose any financial terms or replacement plans.

• · Departure is effective September 30, 2026.
• · No successor or interim CMO has been announced.
• · The company is an emerging growth company as defined under the Securities Act.

02-09-2026

NXP Semiconductors N.V., through its subsidiary NXP B.V., has entered into a $250 million Facility A Agreement with the European Investment Bank (EIB) dated September 1, 2026, to strengthen the global gateway chip supply chain. The facility is available for 24 months and carries interest based on EURIBOR or USD Reference Rate plus a margin. The agreement includes standard representations, covenants, and events of default, with certain confidential information redacted.

• · The facility is available for utilization within 24 months from the agreement date (September 1, 2026).
• · Interest is based on EURIBOR for EUR-denominated loans and USD Reference Rate for USD-denominated loans, plus a margin.
• · The agreement includes provisions for voluntary and mandatory prepayment, break costs, and events of default.
• · Certain identified information has been redacted as it is both not material and treated as private or confidential.

02-09-2026

Fuel Tech, Inc. announced that Vincent J. Arnone resigned as Chairman of the Board, effective September 15, 2026, but will remain a director. The Board elected independent director Sharon L. Jones as the new Chairman, effective September 16, 2026. The resignation was not due to any disagreement with the company.

• · Vincent J. Arnone's resignation as Chairman is effective September 15, 2026.
• · Sharon L. Jones' election as Chairman is effective September 16, 2026.
• · Mr. Arnone will continue to serve as a member of the Board after stepping down as Chairman.
• · The resignation was not the result of any disagreement with the company, management, or the Board.

02-09-2026

Coinbase Global, Inc. appointed Anthony Armstrong as a new independent director on September 1, 2026, expanding the Board from nine to ten members. Mr. Armstrong will serve on the Audit and Compliance Committee and receive compensation under the company's standard non-employee director program. The appointment is effective immediately and runs until the 2027 annual meeting or until his successor is elected.

• · Mr. Armstrong and his immediate family members have accounts on Coinbase's platform and use its products and services in the ordinary course, paying transaction and other fees like other customers.
• · The company entered into its standard form of indemnification agreement with Mr. Armstrong, previously filed as Exhibit 10.1 to the 2025 Form 10-K.
• · No arrangements or understandings exist between Mr. Armstrong and any other person regarding his selection as a director, and no family relationships with any director or executive officer.

02-09-2026

INNOVATE Corp. closed the sale of a controlling 75% interest in its Broadcasting segment (HC2) to CONX Corp., retaining a 25% stake. CONX committed up to $75M in equity funding for HC2, and a $105M loan was extinguished. INNOVATE retains an option to buy an additional 15% of HC2 over 18 months, while a CONX affiliate holds a two-year option to acquire up to 80.1% of HC2, which could generate cash proceeds for INNOVATE. The transaction strengthens INNOVATE's balance sheet but leaves it with a minority stake and no immediate cash inflow unless the CONX option is exercised.

• · INNOVATE retains an option to acquire up to an additional 15% ownership interest in HC2 from CONX for 18 months post-closing.
• · A CONX affiliate holds a two-year option (from May 29, 2026) to acquire up to 80.1% of HC2 on a fully-diluted basis; if exercised, INNOVATE may receive cash proceeds.
• · INNOVATE will not receive any cash proceeds from the transaction unless the CONX affiliate exercises its option.
• · HC2 operates more than 260 broadcast television stations and distributes over 50 broadcast networks across more than 40 states.
• · INNOVATE employs approximately 3,700 people across its subsidiaries.

02-09-2026

EVI Industries completed its acquisition of Sudsies, Inc., a Miami-based garment care business, and established a new consumer garment care services division. This marks EVI's first expansion beyond its core commercial laundry business since 2016, with Sudsies serving as the foundational business. The company expects the transaction to be accretive to earnings for fiscal year ending June 30, 2027, while reaffirming its continued commitment to its commercial laundry operations.

• · Sudsies was founded in Miami in 1996 by Jason Loeb and Jorge Baboun.
• · Sudsies is South Florida's premier garment care business, trusted by individual consumers and luxury retail partners.
• · EVI intends for Sudsies to serve as the foundation of a much larger consumer garment care enterprise.
• · EVI reaffirmed its commitment to the commercial laundry distribution and service industry, which remains the foundation of the Company.
• · The acquisition was previously announced in a Form 8-K filed on July 23, 2026.

02-09-2026

AIG announced that Executive Chair Peter Zaffino will step down from the Board effective September 15, 2026, and transition to a Senior Advisor role. Lead Independent Director John Rice has been elected as the new Chair of the Board. The leadership change is part of a planned transition and is not accompanied by any financial results or performance metrics.

• · Peter Zaffino's transition to Senior Advisor is effective September 15, 2026.
• · John Rice has been a member of the AIG Board since March 2022 and served as Lead Independent Director since January 2023.
• · John Rice previously served as Non-Executive Chairman of GE Gas Power (2018-2020) and Vice Chairman of General Electric.
• · The filing contains no financial data, performance metrics, or quantitative comparisons.

02-09-2026

Cogent Biosciences entered into a commercial supply agreement with Hovione FarmaCiencia S.A. to manufacture bezuclastinib spray-dried dispersion and tablets. The agreement includes rolling forecasts, minimum purchase requirements that decrease over time, and an initial five-year term with automatic two-year renewals. No financial terms were disclosed, and the filing does not provide any period-over-period comparisons or performance metrics.

• · The agreement has an initial five-year term with successive automatic two-year renewals.
• · Either party may terminate for uncured breach, prolonged force majeure, insolvency, or specified regulatory/legal developments.
• · The full agreement will be filed as an exhibit to the Form 10-Q for the quarter ending September 30, 2026.

02-09-2026

FiscalNote Holdings, Inc. completed the sale of its FrontierView market intelligence business to Oxford Economics, sharpening its focus on its core AI-driven policy and regulatory intelligence platform, PolicyNote. The company updated its full-year 2026 guidance to reflect the divestiture, now expecting revenue of $74 to $76 million and adjusted EBITDA of $8 to $10 million. The outlook for the core Policy business remains unchanged, and the transaction simplifies operations and strengthens the balance sheet.

• · The divestiture of FrontierView to Oxford Economics was announced and completed on August 27, 2026.
• · The updated full-year 2026 guidance (revenue $74M-$76M, adjusted EBITDA $8M-$10M) reflects the removal of FrontierView from results as of the closing date.
• · The company's core Policy business outlook is unchanged by the transaction.
• · FiscalNote's stock trades on OTC under the ticker NOTE.

02-09-2026

NPK International Inc. (NYSE: NPKI) announced the planned retirement of CFO Gregg Piontek by August 31, 2027, and the appointment of Matthew Warren as Chief Accounting Officer effective August 31, 2026. The company has initiated a formal search for a successor CFO and expects no impact on its financial outlook or strategic priorities.

• · Gregg Piontek has served as CFO since 2011 and has nearly 20 years of service to the company.
• · Matthew Warren was appointed CAO effective August 31, 2026, and will serve as principal accounting officer.
• · Matthew Warren previously served as Vice President of Accounting & Financial Reporting since April 2026, Corporate Controller from June 2022 to April 2026, and Director of Financial Reporting and Assistant Corporate Controller from April 2018 to June 2022.
• · Matthew Warren is a CPA and began his career at Deloitte & Touche.

02-09-2026

Lowe's Companies, Inc. announced several executive officer appointments effective September 1, 2026, to strengthen execution of its Total Home strategy and position the company for its next growth phase. Key appointments include Joseph M. McFarland III as EVP of Pro and Home Services, Quonta D. Vance as EVP of Stores, Seemantini Godbole as EVP and Chief Information and AI Officer, Adam D. Filipponi as EVP of Strategy and Business Development, and Jennifer E. Wilson as EVP and Chief Marketing Officer. The appointments aim to better connect scaled capabilities across Pro, digital, loyalty, fulfillment, and Home Services, establishing clearer accountability and faster execution against growth opportunities.

• · The appointments are effective September 1, 2026.
• · The filing was signed by Juliette W. Pryor, EVP, Chief Legal Officer & Corporate Secretary.
• · The company has invested in and built capabilities across Pro, digital, loyalty, fulfillment, and Home Services over the past several years.

02-09-2026

West Bay BDC LLC entered into a Second Amendment to its Revolving Credit Agreement with Standard Chartered Bank as administrative agent and lender, effective August 28, 2026. The amendment increases the maximum commitment to $460,000,000 and raises the applicable advance rate to 80% from a prior level. No financial performance data or period-over-period comparisons are provided in this filing.

• · The original Revolving Credit Agreement was dated September 25, 2024, and was previously amended on January 30, 2026.
• · The amendment also includes updated schedules and exhibits (Schedule 1.01, Exhibit B-1, B-2, and J).
• · Conditions precedent include delivery of legal opinions from Fried, Frank, Harris, Shriver & Jacobson LLP and Dechert LLP, and a second amended and restated fee letter.
• · The amendment is governed by New York law and includes a jury trial waiver.

02-09-2026

Destination XL Group, Inc. (DXLG) announced the appointment of James E. 'Jimmy' Olsson as Executive Vice President and Chief Growth Officer, effective immediately. Mr. Olsson, who has been consulting with DXL since September 2025, will oversee direct businesses, retail stores, merchandising, planning, global sourcing, and brand strategy to accelerate the company's integrated-commerce growth. The filing also notes a proposed merger with FullBeauty Brands as a forward-looking risk, but no financial metrics or period-over-period comparisons are provided.

• · Mr. Olsson has more than two decades of senior executive, growth, and merchandising leadership across apparel and retail brands.
• · He previously served as CEO and co-founder of Todd Snyder, leading it through acquisition by American Eagle Outfitters.
• · He holds a Bachelor of Science degree in Finance from the University of Massachusetts.
• · The filing references a proposed merger with FullBeauty Brands as a risk factor.

02-09-2026

Senti Biosciences disclosed two material developments: (1) an amendment to its Securities Purchase Agreement authorizing a third tranche of $2.0 million in senior secured convertible notes to NSG BioInnovation Fund, which satisfies a remaining purchase obligation of Celadon Partners SPV 35 Limited under the merger agreement; and (2) receipt of two Nasdaq deficiency notices for non-compliance with the minimum bid price ($1.00) and minimum stockholders' equity ($2.5 million) requirements, with the company's stockholders' deficit at $3.4 million as of June 30, 2026. The company faces potential delisting if it fails to regain compliance by February 23, 2027 (bid price) and must submit a compliance plan by October 11, 2026 (equity). While the funding provides some liquidity, the Nasdaq notices and negative stockholders' equity highlight significant financial distress.

• · Amendment dated September 1, 2026 to the Securities Purchase Agreement originally dated April 27, 2026.
• · The Notes may now be issued in more than two tranches with consent of CPIF II-7 Limited.
• · Closing of the NSG Notes issuance expected within three business days of the Amendment.
• · Minimum Bid Price Notice: stock closed below $1.00 for 30 consecutive trading days as of August 27, 2026.
• · Compliance deadline for bid price: February 23, 2027; requires $1.00 closing bid for 10 consecutive trading days.
• · Stockholders' Equity Notice: stockholders' deficit of $3,401,000 as of June 30, 2026; company did not meet any alternatives as of August 27, 2026.
• · Deadline to submit equity compliance plan: October 11, 2026; possible extension up to 180 days from August 27, 2026.
• · Preliminary proxy statement filed July 21, 2026 regarding Subject Transactions and reverse stock split proposal.
• · Contingent value right may pay up to $60.0 million in cash upon regulatory and sales milestones for SENTI-202.

02-09-2026

Four Leaf Acquisition Corporation (FORL) and Data443 Risk Mitigation, Inc. (ATDS) announced a definitive Business Combination Agreement dated August 27, 2026, to create a combined company focused on AI-driven threat intelligence, collaboration, and data security platforms. The combined entity intends to list on Nasdaq, subject to stockholder approval, SEC effectiveness of Form S-4, and other conditions. However, the transaction is subject to significant risks and uncertainties, including potential failure to close, high redemptions, and Data443's history of losses and need for additional capital.

• · Data443 has over 10,000 customers in more than 100 countries.
• · Data443 operates validator nodes in a major distributed ledger network but does not participate in token rewards or economic incentives.
• · The Business Combination Agreement was signed on August 27, 2026.
• · Completion requires Four Leaf stockholder approval, effectiveness of Form S-4, and Nasdaq approval.
• · Data443 has a history of losses and needs additional capital.
• · The combined company intends to list on Nasdaq, but there is no assurance of completion.

02-09-2026

Venture Global, Inc. announced that its subsidiary VGLNG closed a $3,000,000,000 364-day senior secured revolving credit facility. Proceeds will be used for general corporate purposes and to fund certain project costs for the CP2 and Plaquemines bolt-on expansions prior to their FIDs. The facility is backed by a large syndicate of banks including Bank of America, Goldman Sachs, and J.P. Morgan.

• · The facility is a 364-day revolving credit facility.
• · Bank of America served as Coordinating Lead Arranger, Sole Bookrunner, and Administrative Agent.
• · Venture Global began producing LNG from its first facility in 2022.
• · The company's first three projects (Calcasieu Pass, Plaquemines LNG, CP2 LNG) are located in Louisiana.
• · Venture Global is developing carbon capture and sequestration projects at each of its LNG facilities.

02-09-2026

The Hershey Company announced Dave Hulays as its new Chief Financial Officer, effective September 2, 2026, succeeding Steve Voskuil, who will retire in early 2027 and transition to SVP, Strategic Projects to support the leadership transition. Hulays brings nearly 30 years of financial leadership experience, including 15 years at Procter & Gamble, and has held progressively senior finance roles at Hershey since 2012. The company continues to generate more than $11.7 billion in annual revenues with over 20,000 employees worldwide.

• · Dave Hulays previously served as Senior Vice President, Finance at Hershey.
• · Hulays joined Hershey in 2012 as VP Finance, Canada.
• · Hulays spent 15 years at Procter & Gamble in roles spanning Commercial, Supply Chain, Strategy and FP&A, Global Business Development, and Global Business Services.
• · Steve Voskuil led Hershey's finance organization for the past seven years.
• · Voskuil announced his intent to retire in early 2027.
• · Hulays holds a bachelor's degree from the University of Waterloo and an MBA from York University's Schulich School of Business.
• · Hershey has operated for more than 130 years and founded Milton Hershey School in 1909.

02-09-2026

Inflection Point Acquisition Corp. VIII announced the pricing of its $250 million initial public offering of 25,000,000 units at $10.00 per unit, with the units trading on Nasdaq under the ticker “IPHXU” starting August 28, 2026. The SPAC intends to pursue a business combination with a North American or European business in disruptive growth sectors, led by Chairman Michael Blitzer, CEO Kevin Shannon, CFO Adam Saks, and other directors. The offering is expected to close on August 31, 2026, and the underwriters have a 45-day option to purchase up to an additional 3,750,000 units to cover over-allotments.

• · The registration statement on Form S-1 (File No. 333-298162) was declared effective by the SEC on August 27, 2026.
• · The Company may pursue an initial business combination in any industry, sector, or geographic region, though it intends to focus on North American or European businesses in disruptive growth sectors.
• · The underwriters have a 45-day option to purchase up to an additional 3,750,000 units to cover over-allotments.

02-09-2026

Murphy USA Inc. appointed Anish K. Shah as Vice President & Controller, effective September 1, 2026, succeeding Donald R. Smith, Jr. as principal accounting officer. Mr. Shah brings over 30 years of experience from PwC. His compensation includes a $360,000 base salary, 50% target cash bonus, 80% target equity award, a $25,000 sign-on bonus, and relocation benefits.

• · Mr. Shah, age 53, has over 30 years of experience and previously served as an Assurance Partner at PwC, auditing clients in energy, utilities, and renewables sectors.
• · There are no family relationships between Mr. Shah and any officer or director, and no material interests in transactions requiring disclosure under Item 404(a).

02-09-2026

On August 27, 2026, director Hugh Frater notified Better Home & Finance Holding Company of his intention to resign from the Board if former CEO Vishal Garg assumes any executive role, including a director with executive responsibilities. The filing signals potential governance instability tied to Garg's possible return to management. No financial metrics are provided in this filing.

• · Hugh Frater's resignation is conditional on Vishal Garg taking an executive role.
• · Vishal Garg is the former CEO and currently serves as a director.
• · The filing was signed by Paula Tuffin, General Counsel, Chief Compliance Officer and Secretary.
• · No financial impact or quantitative data is disclosed in this filing.

02-09-2026

SRx Health Solutions, Inc. (SRXH) announced that its subsidiary SRX Global Inc. has purchased senior secured debt in CERo Therapeutics Holdings, Inc. (OTCQB: CERO), an immunotherapy company developing CER-1236 for hematologic cancers. The investment is expected to provide CERo with additional capital to accelerate clinical programs, including the ongoing Phase 1 CERTAIN-T trial. While the debt investment provides CERo with capital, the clinical data remains early-stage with only six patients treated and no dose-limiting toxicities observed in the most recent cohort.

• · The third planned cohort of the CERTAIN-T study is expected to evaluate one billion cells/patient and is currently screening patients for enrollment.
• · The cohort expansion includes patients with myelodysplastic syndromes (MDS) and myelofibrosis (MF).
• · CERo has observed expansion of infused CER-1236 cells following administration, with no dose-limiting toxicities observed in the most recent cohort.
• · Primary endpoints of the CERTAIN-T trial include safety and tolerability; secondary endpoints include pharmacokinetics, overall response rate (ORR), complete response (CR), composite complete response (cCR), and measurable residual disease (MRD).

02-09-2026

Zoom Communications announced the appointment of Jeff Epstein, former Oracle CFO and current Operating Partner at Bessemer Venture Partners, to its Board of Directors effective immediately. Jonathan Chadwick will retire from the board after nearly ten years of service, effective November 19, 2026. The changes bring fresh strategic expertise in B2B software and AI while marking the departure of a long-tenured director.

• · Jeff Epstein holds an MBA from Stanford University Graduate School of Business and a BA from Yale University.
• · Jonathan Chadwick's retirement is effective November 19, 2026.
• · Epstein currently serves on the boards of Autodesk, AvePoint, and Twilio, and previously served on the boards of Okta, Couchbase, Poshmark, and Shutterstock.

02-09-2026

Kroger announced the appointment of Mark Ibbotson as Executive Vice President and Chief Store Operations Officer, effective September 14, 2026. Ibbotson brings extensive experience from senior roles at Walmart and Asda, including expertise in omnichannel retail and operational transformation. The filing provides only the executive hire with no financial performance data for the company concurrently.

• · Ibbotson's start date is September 14, 2026.
• · His most recent role was Senior Advisor at McKinsey & Company (2022–2026).
• · At Walmart, he was EVP of Central Operations and Realty, overseeing store operations, real estate, asset protection, and digital transformation.
• · He joined Walmart U.S. in 2015 as SVP of Innovation.
• · Ibbotson was COO at Asda, overseeing hundreds of stores and expanding eCommerce capabilities.
• · The filing is labeled as a Regulation FD disclosure (Item 7.01) and includes an exhibit.
• · There were no departures or financial metrics reported in this filing.

02-09-2026

VolitionRx Ltd entered into a waiver and consent agreement with Lind Global Asset Management XII LLC on September 2, 2026, allowing the company to sell shares under its ATM Agreement without limit, including amounts exceeding the previous $10 million annual cap. The waiver also adjusts conversion and exercise prices for sales through August 28, 2026, and waives certain default provisions related to past and future ATM sales. This provides VolitionRx with greater financing flexibility but also increases potential dilution for existing shareholders.

• · The waiver removes the $10 million annual cap on ATM sales, allowing unlimited sales under the ATM Agreement.
• · Conversion price of Notes and exercise price of Warrants were adjusted for ATM sales through August 28, 2026.
• · Lind waived remedies for past and future ATM sales, including rights to accelerate obligations or foreclose on collateral.
• · The waiver also covers the company's failure to provide timely notice of above-cap ATM sales prior to the waiver date.

02-09-2026

Cal-Maine Foods, Inc. entered into a Second Amended and Restated Credit Agreement dated August 31, 2026, with BMO Bank N.A. as administrative agent, BMO Capital Markets as sole lead arranger and sole book runner, and Greenstone Farm Credit Services, ACA as syndication agent. The agreement provides a revolving credit facility, swingline loans, and letters of credit, with financial covenants and events of default. No specific financial amounts or period-over-period comparisons are disclosed in this filing.

• · The credit agreement includes a revolving facility, swingline loans, and letters of credit.
• · BMO Bank N.A. serves as administrative agent; BMO Capital Markets is sole lead arranger and sole book runner; Greenstone Farm Credit Services, ACA is syndication agent.
• · The agreement contains standard representations, warranties, covenants, and events of default.
• · No material financial terms (e.g., commitment amount, interest rates, maturity) are disclosed in the exhibit.

02-09-2026

Helix Energy Solutions Group, Inc. completed its business combination with legacy Hornbeck Offshore Services, Inc. on September 1, 2026, converting from a Minnesota corporation to a Delaware corporation and changing its name to Hornbeck Offshore Services, Inc. In connection with the merger, the company dismissed KPMG LLP as its independent registered public accounting firm and appointed Ernst & Young LLP as its new auditor. No disagreements or reportable events occurred with KPMG during the fiscal years ended December 31, 2025 and 2024, and the interim period through September 2, 2026.

• · KPMG's audit reports for fiscal years 2025 and 2024 were unqualified (no adverse opinion, disclaimer, or modification).
• · No disagreements or reportable events occurred with KPMG during the covered periods.
• · The company did not consult with EY on any accounting or auditing matters prior to engagement.
• · The business combination was completed on September 1, 2026, pursuant to an Agreement and Plan of Merger dated April 22, 2026.

02-09-2026

Solidion Technology Inc. appointed three new independent directors—Kimi L. Ellen, Mark N. Schwartz, and Dante W. Robinson—effective August 31, 2026, strengthening the board's financial, audit, and governance expertise as the company advances its battery commercialization strategy. The board now consists of seven directors, a majority of whom are independent. No financial results or operational metrics were disclosed in this filing.

• · Kimi L. Ellen was named to Forbes' Top 200 CPAs in the U.S. in 2024 and 2025 and to '50 Women to Watch for Boards' in 2025.
• · Mark N. Schwartz previously served on the board of directors of Starbucks Corporation.
• · Karin-Joyce Tjon has served as a director since the closing of Solidion's IPO and has over 6 years of executive management experience as a CEO for publicly listed companies.
• · John Davis has a background in battery technology operations, including roles at BTECH, Primet Precision Materials, Global Graphene Group, and BrightVolt.

02-09-2026

Nexalin Technology, Inc. announced the departure of Carolyn Shelton, Senior Vice President of Quality, Regulatory, and Clinical Affairs, effective August 28, 2026. The separation agreement includes one month of base salary, a $20,000 bonus, accelerated stock option vesting, extended exercise period, and health insurance subsidy through September 30, 2026. This executive departure may impact the company's regulatory and clinical operations, though no successor or interim replacement has been disclosed.

• · Departure date: August 28, 2026
• · Separation includes one month of continued base salary
• · Health insurance subsidy runs through September 30, 2026
• · No successor or interim appointment announced
• · Separation agreement includes standard confidentiality, non-disparagement, and cooperation provisions

02-09-2026

DynaResource, Inc. entered into securities purchase agreements with seven purchasers, including Golden Post Rail, Ocean Partners UK, and Gareth Nichol, raising $3,000,000 through the sale of 6,666,666 units at $0.45 per unit. Each unit consists of one share of common stock and a warrant to purchase one additional share at $0.51 per share, with warrant exercise conditioned on stockholder approval to increase authorized shares or effect a reverse stock split. The filing is a straightforward capital raise with no prior period data for comparison, and no positive or negative performance metrics are available to assess.

• · Warrants have an exercise price of $0.51 per share, a 13.3% premium over the unit price of $0.45.
• · Certain stockholders waived preemptive/antidilution rights and agreed not to exercise or convert derivative securities for 120 days post-closing or until the authorized shares condition is satisfied.
• · Golden Post Rail, Ocean Partners UK, and Gareth Nichol entered into voting agreements to vote in favor of the charter amendment.

02-09-2026

PMGC Holdings Inc. (ELAB) subsidiary NorthStrive Biosciences announced a First Amendment to its Development and License Agreement with Yuva Biosciences, launching a three-phase Expansion Program to advance four AI-discovered compounds toward lead nomination in cardiac disease and obesity. The program builds on positive Phase III results from July 2026 and is expected to take approximately 6 months. While the amendment expands NorthStrive's exclusive field of use and grants a right of first refusal for broader cardiometabolic rights, the program remains in early-stage research with no guarantee of successful lead nomination, regulatory approval, or commercial revenue.

• · The Amendment updates the AI Development Program scope, IP framework, field of use definitions, and financial terms.
• · Expansion Phase I will establish a qualified assay and standard operating procedure.
• · Expansion Phase II will confirm ANT1 induction in a more mature muscle model and produce ranked, go/no-go data.
• · Expansion Phase III will profile lead candidates against Yuva's Mitochondrial Biogenesis Panel, quantify cellular ATP output, and deliver an integrated mechanism-of-action hypothesis.
• · The right of first refusal for broader cardiometabolic field lasts during the agreement term and for one year following completion of Phase III.
• · Yuva Biosciences products already on the market include Revive+ by BosleyMD, MitoActive by Arata, and Core100 by Rerise Health.
• · NorthStrive's lead asset EL-22 uses an engineered probiotic approach for muscle preservation during weight loss treatments.

02-09-2026

GoPro, Inc. has entered into a definitive Agreement and Plan of Merger with Action Acquisitions LLC and its wholly owned subsidiary Starman Optical, Inc., under which Merger Sub will merge with and into GoPro, with GoPro surviving as a subsidiary of Parent. The transaction is backed by a commitment letter from Sponsor Midtown Equities LLC to fund the cash consideration. The GoPro Board has approved the merger as fair to stockholders and recommends adoption, but the filing does not disclose the per-share merger consideration or any financial metrics, leaving the valuation and performance context unclear.

• · The merger is structured under Delaware General Corporation Law with GoPro as the surviving corporation.
• · The Company Board has determined the merger is fair to and in the best interests of the Company and its stockholders.
• · Sponsor Midtown Equities LLC has provided a commitment letter to fund the cash consideration, but the amount is not specified in this excerpt.
• · The filing references Company Credit Agreements with Farallon Capital Management, L.L.C. dated August 4, 2025, and January 22, 2021, with multiple amendments.
• · No per-share merger consideration, valuation, or financial performance data is disclosed in this filing.

02-09-2026

Intelligent Bio Solutions Inc. (INBS) announced a private placement of up to $15 million with a single existing institutional investor, including a $5 million upfront closing and a $5 million tranche warrant callable upon FDA 510(k) clearance of its Intelligent Fingerprinting Drug Screening System. The offering consists of 2,036,659 shares (or pre-funded warrants) and two series of warrants at a combined price of $2.455 per unit, with expected gross proceeds of approximately $5.0 million. The company intends to use net proceeds for working capital and general corporate purposes, while the transaction is subject to customary closing conditions and stockholder approval for certain warrants.

• · Series N-1 warrants have an exercise price of $2.33 per share and are exercisable immediately upon issuance.
• · Series N-2 warrants have an exercise price of $2.33 per share and are exercisable upon stockholder approval.
• · Both Series N-1 and N-2 warrants have a term of five years following the effective date of a related SEC registration statement.
• · The Series N-1 warrants are callable at the Company's option following public announcement of FDA 510(k) clearance for the Intelligent Fingerprinting Drug Screening System.
• · The company agreed to file a resale registration statement with the SEC within 15 calendar days and use best efforts to have it declared effective within 45 days.
• · Ladenburg Thalmann & Co. Inc. is acting as exclusive placement agent.
• · Closing expected on or about September 2, 2026.