US Merger & Acquisition SEC Filings — July 01, 2026

USA M&A & Takeover Activity

By Gunpowder Editorial ·

26 high priority 26 total filings analysed

Executive Summary

The July 1, 2026, M&A filings reveal a surge in deal completions across healthcare, financials, and technology, with 15 of 26 filings representing closed transactions. A key theme is the strategic repositioning of companies through divestitures and acquisitions, such as National Healthcare Corp.

(NHC) acquiring 35 facilities from National Health Investors (NHI) for $560M, and Belden acquiring RUCKUS Networks for $1.846B to expand its networking solutions. SPACs show mixed activity, with Plum Acquisition Corp. IV seeking an extension and Allegro Merger Corp. pursuing a quantum computing merger, while Arogo Capital Acquisition Corp. extended its deadline by an unusually long 78 months. Insider activity is limited, but the absence of insider selling in most deals suggests management confidence. Forward-looking data highlights significant synergy targets, including QXO's $300M annual synergies by 2030 from its TopBuild acquisition. Capital allocation trends show a mix of cash and stock deals, with several transactions funded through debt and equity, indicating a healthy M&A market. Period-over-period comparisons are limited as most filings lack financial metrics, but the scale of deals and premium valuations (e.g., Select Medical at 18% premium) point to robust buyer appetite.

Materiality, sentiment, and priority are scored by Gunpowder’s analysis pipeline. How we score filings →

Filing types in this digest: 8-K · DEFM14A

Tracking the trend? Catch up on the prior US Merger & Acquisition SEC Filings digest from June 24, 2026.

Investment Signals (10)

  • Acquired 35 facilities for $560M, expected to be accretive to earnings and cash flow, enhancing operational control across seven states. The deal leverages existing leasing relationships since 1991, reducing integration risk.

  • Completed acquisition of RUCKUS Networks for $1.846B, establishing a leading end-to-end IT/OT networking solutions provider. Forward-looking guidance indicates improvements in adjusted EPS, gross margin, and EBITDA margin, with a materially expanded addressable market.

  • Acquired Renesas' timing business, accelerating path to $1B revenue. The acquired business has ~70% gross margins and is expected to generate at least $300M revenue over the next 12 months, with over 10,000 customers.

  • Completed acquisition of TopBuild Corp, becoming #1 in insulation and waterproofing. Plans to generate at least $300M in annual synergies by 2030, with the deal expected to be substantially accretive to earnings.

  • Select Medical Holdings (SEM) (BULLISH)

    Acquired by management and WCAS for $16.50/share, an 18% premium over unaffected price and 25% over 90-day VWAP. The $3.9B deal takes the company private, with current officers continuing to lead, suggesting strong insider conviction.

  • Cumberland Pharmaceuticals (CPIX) (BULLISH)

    Sold branded pharmaceutical line to Apotex for $100M cash, with over 99% shareholder approval. The cash strengthens financial position to focus on rare disease pipeline, including ifetroban with FDA Orphan Drug and Fast Track designations.

  • Merger with SeeQC, a quantum computing company, supported by a $65M PIPE at $5.00/share and requirement for $75M public offering at $6.50/share. The deal offers exposure to high-growth quantum computing, but warrant holder approval is a risk.

  • Prosperity Bancshares (PB) (BULLISH)

    Completed merger with Stellar Bancorp, creating a combined entity with $43.6B in assets and 311 locations. The deal is immediately accretive, with Stellar's CEO joining leadership and operational integration scheduled for March 2027.

  • Acquired Adirondack Bancorp, expanding to 57 branches with $5.4B in assets. The deal strengthens footprint in northeastern New York and Mohawk Valley, with former Adirondack CEO joining the board.

  • Richmond Mutual Bancorporation (RMBI) (BULLISH)

    Completed merger with The Farmers Bancorp, issuing 6.25M shares. Combined bank operates under First Bank Midwest name, with administrative headquarters in Frankfort, Indiana, enhancing scale in the Midwest.

Risk Flags (8)

  • Extended deadline to 78 months from offering close, an unusually long period that may indicate difficulty finding a target. Multiple amendments since 2021 raise governance concerns and suggest potential liquidation risk.

  • Seeking shareholder approval to extend business combination deadline to January 2027, with non-redemption agreements to reduce redemptions. Failure to complete a deal could lead to liquidation, and the sponsor's conversion of Class B shares may dilute existing holders.

  • Cumberland Pharmaceuticals (CPIX) [HIGH RISK]

    Divesting its branded revenue stream to focus on rare disease pipeline with no approved products. Ifetroban is in Phase II for Duchenne Muscular Dystrophy and Idiopathic Pulmonary Fibrosis, introducing significant execution risk and potential revenue gap.

  • Warrant amendment requires 65% approval, but only 48.8% have committed, leaving a 16.2% shortfall. Failure to secure approval could derail the merger with SeeQC, leading to liquidation.

  • TopBuild Corp (BLD) [MODERATE RISK]

    Acquired by QXO, with shares ceasing to trade on NYSE. The filing lacks specific financial terms, and the formation of 'Titanium MergerCo 2, LLC' suggests complex deal structure, potentially masking risks.

  • Bed Bath & Beyond (BBBY) [MODERATE RISK]

    Acquired TwoPonds, Inc. for 7.2M shares of voting common stock, structured as a tax-free reorganization. The deal closed same-day, suggesting urgency, and the use of stock as consideration may dilute existing shareholders.

  • International Isotopes (INIS) [MODERATE RISK]

    Subsidiary Radnostix acquired product lines from Lucerno Dynamics with undisclosed purchase price and earnout payments. Lack of financial disclosure and contingent payments create uncertainty about deal value and future performance.

  • Marchex (MCHX) [MODERATE RISK]

    Acquired Archenia for $10M in convertible notes and potential earn-out shares. The conversion price of $1.80/share and earn-out based on revenue/EBITDA targets introduce dilution risk and integration challenges.

Opportunities (9)

  • SiTime Corp (SITM) (OPPORTUNITY)

    Acquisition of Renesas' timing business with ~70% gross margins and $300M revenue run-rate. Trading at a discount to high-growth semiconductor peers, the deal could drive significant revenue growth and margin expansion.

  • Belden Inc. (BDC) (OPPORTUNITY)

    RUCKUS Networks acquisition positions Belden as a leading IT/OT networking provider. Forward-looking guidance for improved margins and EPS, combined with a diversified manufacturing footprint, offers upside potential.

  • QXO, Inc. (QXO) (OPPORTUNITY)

    Post-acquisition of TopBuild, QXO is #1 in insulation and roofing with $300M synergy target by 2030. The stock may re-rate as synergies materialize, with potential for significant earnings accretion.

  • Acquisition of 35 facilities for $560M is expected to be accretive to earnings and cash flow. The deal enhances operational control and complements existing continuum of care, with potential for margin improvement.

  • Cumberland Pharmaceuticals (CPIX) (OPPORTUNITY)

    $100M cash infusion from Apotex deal provides runway for rare disease pipeline. Ifetroban has multiple FDA designations, and Phase II data for Idiopathic Pulmonary Fibrosis is favorable, offering high upside if approved.

  • Merger with SeeQC offers exposure to quantum computing, a high-growth sector. The $65M PIPE at $5.00/share provides a floor, and the $75M public offering at $6.50/share indicates institutional interest.

  • Prosperity Bancshares (PB) (OPPORTUNITY)

    Merger with Stellar Bancorp creates a $43.6B asset bank with 311 locations. The deal is immediately accretive, and operational integration by March 2027 could drive cost savings and revenue synergies.

  • Acquisition of Adirondack Bancorp expands footprint to 57 branches with $5.4B in assets. The combined entity benefits from scale in northeastern New York, with potential for cost synergies and deposit growth.

  • Richmond Mutual Bancorporation (RMBI) (OPPORTUNITY)

    Merger with Farmers Bancorp increases scale in the Midwest, with combined bank operating under First Bank Midwest name. The exchange ratio of 3.40 shares per Farmers share suggests a fair valuation, and the deal could enhance earnings per share.

Sector Themes (5)

  • Healthcare M&A Surge

    Three healthcare deals closed on July 1, 2026: NHC's $560M facility acquisition, Select Medical's $3.9B take-private, and Cumberland's $100M divestiture. This indicates strong consolidation in healthcare, driven by scale and focus on high-growth areas like rare diseases and post-acute care.

  • Financial Sector Consolidation

    Three bank mergers closed on July 1: Prosperity/Stellar ($43.6B assets), Arrow/Adirondack ($5.4B assets), and Richmond/Farmers (6.25M shares issued). Regional banks are consolidating to achieve scale and cost efficiencies, with combined entities benefiting from expanded footprints.

  • Technology and Industrial Expansion

    Belden ($1.846B), SiTime ($300M revenue run-rate), and QXO ($300M synergies) completed transformative acquisitions in networking, timing, and building products. These deals highlight a trend toward vertical integration and market leadership in niche technology segments.

  • SPAC Activity with Mixed Signals

    Two SPACs (Plum and Arogo) are seeking extensions, while Allegro is pursuing a quantum computing merger. The high failure rate and extended deadlines suggest a challenging environment for SPACs, but Allegro's PIPE-backed deal offers a potential path to completion.

  • Cash and Stock Deal Mix

    Most transactions used a combination of cash and stock (e.g., Prosperity/Stellar, Marchex/Archenia), while others were all-cash (e.g., Belden/RUCKUS, Select Medical). This indicates a healthy M&A market with diverse financing options, though stock deals may dilute existing shareholders.

Watch List (8)

  • Shareholder meeting on July 10, 2026, to approve extension. Watch for redemption levels and non-redemption agreement details, as failure could lead to liquidation.

  • Warrant holder consent solicitation underway, with 48.8% committed. Deadline for 65% approval is critical; failure could derail SeeQC merger. Monitor for updates on warrant holder votes.

  • Extended deadline to 78 months, but multiple amendments suggest difficulty finding a target. Watch for any business combination announcement or further extensions.

  • Cumberland Pharmaceuticals (CPIX)
    👁

    Phase II data for ifetroban in Idiopathic Pulmonary Fibrosis expected. Favorable results could drive stock upside, given FDA Fast Track and Orphan Drug designations.

  • Integration of TopBuild and realization of $300M synergies by 2030. Monitor quarterly earnings for synergy progress and revenue growth.

  • Integration of RUCKUS Networks and impact on adjusted margins and EPS. Watch for guidance updates in upcoming earnings calls.

  • Integration of 35 facilities and accretion to earnings. Monitor occupancy rates and margin trends in upcoming quarters.

  • Revenue contribution from Renesas timing business and path to $1B. Watch for customer adoption and margin expansion in next earnings report.

Filing Analyses (26)
Plum Acquisition Corp, IV 8-K neutral materiality 5/10

01-07-2026

Plum Acquisition Corp. IV filed an 8-K announcing an extraordinary general meeting on July 10, 2026, to approve an extension of its deadline to complete an initial business combination to January 16, 2027 (or up to July 16, 2027 with monthly extensions). To reduce redemptions, the Sponsor plans to enter into non-redemption agreements with unaffiliated shareholders, offering Class B ordinary shares as an incentive, and intends to convert substantially all of its Class B shares into Class A shares. The filing does not disclose specific financial figures or performance metrics, so no positive or negative trends can be identified.

  • · The deadline for Class A ordinary shareholders to submit redemption requests is 5:00 p.m. Eastern time on July 8, 2026.
  • · The Sponsor holds 5,650,000 Class B ordinary shares and 1,010,000 Class A ordinary shares.
  • · The Sponsor intends to convert substantially all Class B ordinary shares into Class A ordinary shares on a one-to-one basis, which will not be entitled to trust account redemptions.
  • · The form of Non-Redemption Agreement is filed as Exhibit 10.1.
Aptose Biosciences Inc. 8-K neutral materiality 10/10

01-07-2026

Aptose Biosciences Inc. was acquired by Hanmi Pharmaceuticals Co. Ltd. via a statutory plan of arrangement completed on June 30, 2026. Shareholders received C$2.41 per share in cash, with aggregate consideration of approximately USD$3.47M for 2,043,719 shares not already owned by Hanmi. All directors resigned, the stock will be delisted from the TSX, and the company will terminate its SEC reporting obligations.

  • · The arrangement was approved by the Court of King’s Bench of Alberta on March 31, 2026.
  • · Locust Walk Securities, LLC provided a fairness opinion to the Special Committee of the Board.
  • · Common shares are expected to be delisted from the TSX on or about July 3, 2026.
  • · The company will file a Form 15 to terminate or suspend its SEC reporting obligations.
PROSPERITY BANCSHARES INC 8-K positive materiality 8/10

01-07-2026

Prosperity Bancshares completed its merger with Stellar Bancorp on July 1, 2026, issuing 0.3803 shares and $11.36 in cash per Stellar share. Stellar's CEO and President joined Prosperity's leadership, and Stellar's banking offices will operate under the Stellar name until operational integration in March 2027. The combined entity operates 311 full-service banking locations across Texas and Oklahoma, with total assets of $43.619 billion as of March 31, 2026.

  • · Stellar operates 52 banking offices in Houston, Beaumont, East Texas, and Dallas.
  • · Stellar banking locations will continue under the Stellar Bank name until operational integration scheduled for March 2027.
  • · Prosperity operates 311 full-service banking locations across Texas and Oklahoma as of June 30, 2026.
  • · Prosperity's total assets were $43.619 billion as of March 31, 2026.
ARROW FINANCIAL CORP 8-K positive materiality 8/10

01-07-2026

Arrow Financial Corporation completed its strategic acquisition of Adirondack Bancorp, Inc., merging Adirondack Bank into Arrow Bank. The combined company holds approximately $5.4 billion in total assets, $4.8 billion in deposits, and $4.1 billion in gross loans as of March 31, 2026, expanding Arrow's footprint to 57 branches across northeastern New York and the Mohawk Valley. Rocco F. Arcuri Sr., former President and CEO of Adirondack, has been appointed Senior Vice President, Regional President, Mohawk Valley, and to the Arrow Board of Directors. Integration of banking systems is expected later in 2026, with no specific financial performance metrics or cost savings disclosed.

  • · Arrow Financial Corporation is celebrating its 175th anniversary in 2026.
  • · The acquisition extends Arrow's footprint into Oneida, Herkimer, and Franklin counties, and strengthens its commitment to Essex and Clinton counties.
  • · Customers will begin to see Arrow Bank branding at Adirondack branch locations starting July 1, 2026.
  • · Conversion and integration of banking systems to Arrow Bank's platform is expected later in 2026.
  • · No purchase price, cost savings, or revenue synergy targets were disclosed in the filing.
Stellar Bancorp, Inc. 8-K neutral materiality 9/10

01-07-2026

Stellar Bancorp, Inc. was acquired by Prosperity Bancshares, Inc. effective July 1, 2026. Stellar shareholders received 0.3803 Prosperity shares plus $11.36 cash per Stellar share. Stellar stock was delisted from the NYSE, and its directors and officers resigned, with two directors joining Prosperity's board. In connection with the closing, Stellar sold approximately $466.4 million of securities as part of a balance sheet repositioning.

  • · Stellar stock options with exercise price below the Per Share Merger Consideration Value were cancelled for cash; those at or above were cancelled for no consideration.
  • · Performance unit awards vested at 100% of target (200% for 2024 grants).
  • · Stellar's Second Amended and Restated Certificate of Formation and Amended and Restated Bylaws ceased to be in effect; Prosperity's governing documents continue.
  • · Stellar notified NYSE of delisting on June 30, 2026, and trading was suspended before July 1, 2026 opening.
EXXON MOBIL CORP 8-K neutral materiality 8/10

01-07-2026

ExxonMobil completed its redomiciliation reorganization from New Jersey to Texas on July 1, 2026, via a merger with ExxonMobil Holdings Corporation. Each share of ExxonMobil common stock was exchanged for one share of the new Texas corporation, which will trade under the same ticker 'XOM' starting July 2, 2026. The directors and executive officers remain the same, and all equity awards were converted on a one-for-one basis with identical terms.

  • · ExxonMobil's authorized common stock was reduced from 9,000,000,000 shares to 100 shares.
  • · ExxonMobil's board size was adjusted to a range of 3 to 5 directors.
  • · ExxonMobil Holdings Corporation fully and unconditionally guaranteed all of ExxonMobil's payment obligations under the Indenture and Notes via a Second Supplemental Indenture.
  • · ExxonMobil's former directors resigned and three new directors were elected by ExxonMobil Holdings Corporation as sole shareholder.
  • · ExxonMobil's named executive officers ceased to hold their offices; James R. Chapman became President and Treasurer, Susan E. Buchanan became Vice President and Controller.
Arogo Capital Acquisition Corp. 8-K neutral materiality 7/10

01-07-2026

Arogo Capital Acquisition Corp. filed a Fifth Amendment to its Certificate of Incorporation, extending the deadline to consummate an initial business combination to 78 months from the closing of its offering and revising stockholder action-by-written-consent provisions. The amendment was approved by at least 65% of outstanding common stock at a stockholder meeting. The extension signals the company has not yet completed a merger or acquisition and needed additional time, though the length of the extension (78 months from offering close) is unusually long and may raise governance concerns.

  • · The original certificate was filed June 9, 2021; the first amendment was March 28, 2023; the second amendment September 28, 2023; the third amendment July 10, 2024; the fourth amendment December 29, 2024.
  • · Section 7.3 now permits stockholder action by written consent if signed by holders with at least the minimum votes needed at a meeting.
  • · The 78-month deadline replaces any earlier date that might have been in the prior amendment.
  • · If no business combination occurs by the deadline, the company will cease operations, redeem 100% of Offering Shares at a per-share cash price equal to Trust Account balance (net of taxes, less up to $100,000 for dissolution expenses), then dissolve.
  • · Public stockholders retain redemption rights if the substance or timing of Section 9.2(d) is amended in the future.
QXO, Inc. 8-K positive materiality 9/10

01-07-2026

QXO, Inc. completed its acquisition of TopBuild Corp., significantly expanding its scale in building products distribution. The deal is expected to be substantially accretive to earnings, with plans to generate at least $300 million in annual synergies by 2030. However, the acquisition was funded with cash and stock, and no specific financial terms were disclosed; the company also faces integration risks and the departure of board member Jared Kushner.

  • · QXO is now #1 in insulation, #2 in roofing, #1 in waterproofing, and #1 or #2 in lumber/building materials in key geographies.
  • · TopBuild shares stopped trading on NYSE before market open on July 1, 2026.
  • · Morgan Stanley acted as lead financial advisor; Barclays and Wells Fargo as additional advisors.
  • · TopBuild is now a wholly owned subsidiary of QXO.
  • · Brad Jacobs stated the acquisition expands exposure to fast-growing end markets like data centers.
Sila Realty Trust, Inc. 8-K positive materiality 9/10

01-07-2026

Blue Owl Capital Inc. completed its acquisition of Sila Realty Trust, Inc. for $30.38 per share in cash, representing an approximately 19% premium over the closing price on April 17, 2026. The transaction was approved by over 98% of votes cast at Sila's special meeting on June 26, 2026. Sila's common stock has been delisted from the NYSE.

  • · Sila's portfolio comprises high quality tenants in geographically diverse facilities positioned to capitalize on dynamic healthcare delivery.
  • · Blue Owl's Real Assets platform will integrate the Sila portfolio, benefiting from institutional scale and investment expertise.
  • · Advisors included BofA Securities for Sila, and Citigroup Global Markets Inc., Truist Securities, Inc., and Newmark Group, Inc. for Blue Owl.
SITE Centers Corp. 8-K neutral materiality 5/10

01-07-2026

SITE Centers Corp. completed the sale of its ground leasehold interest in The Pike Outlets (Long Beach, CA) for $50.0 million in cash, with net proceeds of approximately $46.5 million. The transaction closed on June 30, 2026.

  • · Purchase Agreement dated May 1, 2026
  • · Property located in Long Beach, California
  • · Seller is a subsidiary of SITE Centers Corp.
TopBuild Corp 8-K neutral materiality 8/10

01-07-2026

TopBuild Corp filed an 8-K on July 1, 2026, reporting the formation of a Delaware LLC named 'Titanium MergerCo 2, LLC' on March 27, 2026, which is a typical structure for a merger or acquisition transaction. The filing includes multiple items (1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01) indicating a significant corporate event, but no specific financial terms or performance metrics are disclosed.

  • · The Certificate of Formation was filed with the Delaware Secretary of State on March 27, 2026.
  • · The registered office is at 1209 Orange Street, Wilmington, Delaware 19801.
  • · The registered agent is The Corporation Trust Company.
  • · The filing includes items 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, and 9.01, indicating a material definitive agreement, termination of a material agreement, completion of an acquisition, creation of a direct financial obligation, notice of delisting, material modification to security holder rights, changes in control, departure/election of directors, amendments to articles of incorporation, and other events.
CUMBERLAND PHARMACEUTICALS INC 8-K mixed materiality 9/10

01-07-2026

Cumberland Pharmaceuticals closed a strategic transaction with Apotex, selling its branded pharmaceutical line for $100 million in cash, with over 99% shareholder approval. The deal strengthens Cumberland's financial position to focus on its rare disease pipeline, including ifetroban for Duchenne Muscular Dystrophy, Systemic Sclerosis, Idiopathic Pulmonary Fibrosis, and Cancer Metastasis. However, the company is divesting its existing branded revenue stream, shifting to a development-stage pipeline with no approved products, which introduces execution risk.

  • · Cumberland retains its majority ownership in Cumberland Emerging Technologies Inc.
  • · Ifetroban has FDA Orphan Drug, Rare Pediatric Disease, and Fast Track designations for Duchenne Muscular Dystrophy Cardiomyopathy.
  • · Phase II study for Idiopathic Pulmonary Fibrosis is actively enrolling with favorable interim safety findings.
  • · Cancer Metastasis pilot study showed a favorable trend in fewer deaths due to metastatic disease with ifetroban vs. placebo.
MARCHEX INC 8-K neutral materiality 8/10

01-07-2026

Marchex, Inc. completed the acquisition of 100% of Archenia, Inc. on July 1, 2026, issuing $10 million in convertible promissory notes (6% interest, convertible at $1.80/share) and potential earn-out shares of up to 2 million shares per each of two 12-month periods based on revenue/EBITDA and integration targets. The transaction was approved by approximately 99.9% of both the simple majority and majority-of-the-minority votes. The filing includes audited and unaudited financial statements of Archenia and pro forma financial information, but no specific revenue or profit figures are disclosed in this 8-K.

  • · The Notes are payable in three equal tranches on the 12-, 18-, and 24-month anniversaries of the Closing Date.
  • · Conversion price of Notes is $1.80 per share of Marchex Class B common stock.
  • · Earn-out shares of up to 2 million shares per period are contingent on Archenia's revenue or Adjusted EBITDA exceeding prior 12-month levels and achieving integration/customer retention targets.
  • · Russell C. Horowitz and Michael Arends are both Sellers and directors of Marchex, creating related-party transaction considerations.
  • · Audited financial statements of Archenia for year ended Dec 31, 2025, and unaudited for Q1 2026 are included as exhibits.
FortuneX Acquisition Corp 8-K neutral materiality 3/10

01-07-2026

FortuneX Acquisition Corporation filed an 8-K on July 1, 2026, announcing that holders of its units may elect to separately trade the ordinary shares and warrants included in the units, effective July 1, 2026. The units will continue to trade on Nasdaq under the symbol FXACU, while separated ordinary shares and warrants will trade under the symbols FXAC and FXACW, respectively. This is a procedural step for a SPAC's security structure and does not reflect financial performance or completion of a business combination.

  • · Separate trading of ordinary shares and warrants began on or about July 1, 2026.
  • · Holders must have their brokers contact Continental Stock Transfer & Trust Company to separate units.
  • · The exercise price for warrants is $11.50 per share.
  • · The ordinary shares have a par value of $0.0001 per share.
NATIONAL HEALTHCARE CORP 8-K positive materiality 9/10

01-07-2026

National Healthcare Corporation (NHC) completed the acquisition of real estate for 35 facilities (32 skilled nursing and 3 independent living) from National Health Investors (NHI) for $560 million. The deal is expected to be accretive to earnings and cash flow, enhancing operational control and complementing NHC's existing continuum of care across seven states. However, four Florida skilled nursing facilities will continue to be operated by a third party, limiting NHC's direct control over those assets.

  • · NHC had been leasing and operating these facilities under a Master Agreement to Lease with NHI originally entered into in 1991.
  • · The acquired facilities are located in Alabama, Florida, Kentucky, Missouri, South Carolina, Tennessee, and Virginia.
  • · Four Florida skilled nursing facilities will continue to be subject to a third-party operator’s lease.
  • · NHC affiliates operate 80 skilled nursing facilities with 10,323 beds, 26 assisted living communities with 1,413 units, 9 independent living communities with 775 units, 3 behavioral health hospitals, 34 homecare agencies, and 33 hospice agencies.
Allegro Merger Corp. DEFM14A mixed materiality 9/10

01-07-2026

Allegro Merger Corp. is soliciting stockholder and warrant holder written consents to approve its merger with SeeQC, Inc., a quantum computing company. Under the merger, each share of Allegro common stock will convert into one share of SeeQC common stock, and Allegro warrants will be amended to convert into 0.1 share of SeeQC common stock. The transaction is supported by a $65 million PIPE investment at $5.00 per share and requires SeeQC to complete a public offering of at least $75 million at $6.50 per share. However, the warrant amendment requires approval from 65% of warrant holders, and currently only 48.8% have committed to vote in favor, leaving a shortfall of 16.2% that must be obtained through the solicitation.

  • · The Allegro Board set June 12, 2026 as the record date for determining holders entitled to execute written consents.
  • · The consent solicitation statement/prospectus is dated July 1, 2026 and first mailed on or about July 1, 2026.
  • · Allegro stockholders have appraisal rights under Section 262 of the DGCL if they do not consent and comply with statutory procedures.
  • · The Allegro Warrant Amendment requires approval by 65% of outstanding warrants; currently only 48.8% have committed, leaving a 16.2% shortfall.
  • · The PIPE Investment is a condition to the merger, and the public offering condition requires gross proceeds of at least the lesser of 150% of PIPE proceeds or $75.0 million.
  • · The SEEQC Support Agreement covers holders of more than 66.7% of SEEQC Preferred Stock and more than 50% of SEEQC capital stock.
  • · The Allegro Support Agreement covers holders of more than 50% of Allegro Common Stock.
NATIONAL HEALTH INVESTORS INC 8-K neutral materiality 8/10

01-07-2026

National Health Investors, Inc. (NHI) completed the sale of 35 properties (32 skilled nursing and 3 independent living facilities) to NHC/OP, L.P., a subsidiary of National HealthCare Corporation (NHC), for $560 million. The transaction closed on July 1, 2026, and resulted in the termination of the Master Lease for all facilities except four skilled nursing facilities in Florida, which were assigned to an NHC subsidiary. The sale was approved by a Special Committee of independent directors due to NHC's stockholder relationship with NHI.

  • · The Master Agreement to Lease was originally dated October 17, 1991.
  • · The Special Committee unanimously approved the Transaction.
  • · The Master Lease was terminated for all facilities except the four Florida skilled nursing facilities.
  • · NHC owned 1,630,642 shares of NHI common stock as of December 31, 2025.
APOGEE ENTERPRISES, INC. 8-K positive materiality 7/10

01-07-2026

Apogee Enterprises completed its acquisition of Kalwall Companies for up to $115 million, adding differentiated daylighting capabilities and strengthening its position in architectural markets. The transaction was funded through customary closing conditions and is expected to create long-term value.

  • · Kalwall is a vertically integrated manufacturer with a 71-year brand reputation.
  • · Kalwall serves diversified building types under brands including Kalwall, Structures Unlimited, and Kal-lite.
SITIME Corp 8-K positive materiality 9/10

01-07-2026

SiTime Corporation completed the acquisition of Renesas' timing business, accelerating its path to $1B revenue. The acquired business has ~70% gross margins, serves over 10,000 customers, and is expected to generate at least $300M in revenue over the next 12 months. However, the acquisition was funded with debt and equity, and integration risks remain.

  • · Acquisition announced in February 2026, completed July 1, 2026.
  • · Hidetoshi Shibata expected to join SiTime's Board of Directors.
  • · Companies signed a partnership MOU in February 2026 to explore strategic collaboration.
  • · Acquired business has a 30-year legacy in clocking.
  • · Nearly 75% of acquired revenue is in AI-Datacenter-Comms segment.
  • · SiTime has shipped over 4 billion devices.
  • · Precision Timing powers more than 400 applications.
BELDEN INC. 8-K positive materiality 9/10

01-07-2026

Belden Inc. completed its acquisition of RUCKUS Networks from Vistance Networks (Nasdaq: VISN) on July 1, 2026. The deal establishes Belden as a leading end-to-end IT/OT networking solutions provider, materially expanding its addressable market. Forward-looking statements highlight expected benefits including adjusted earnings per share, adjusted gross margin, and adjusted EBITDA margin improvements, though these are subject to integration and market risks.

  • · Belden has manufacturing capabilities in North America, Europe, Asia, and Africa.
  • · Lewis Rice served as lead legal advisor; Joele Frank, Wilkinson Brimmer Katcher as strategic communications advisor.
  • · Risk factors include integration challenges, supply chain disruptions, inflation, cyber-attacks, and the inability to retain key employees.
BED BATH & BEYOND, INC. 8-K neutral materiality 7/10

01-07-2026

Bed Bath & Beyond, Inc. (BBBY) has acquired TwoPonds, Inc. via a merger of its wholly owned subsidiary, SFV Merger Sub, Inc., into TwoPonds, with TwoPonds surviving as a wholly owned subsidiary of BBBY's parent entity, Beyond Home Services, LLC. The aggregate merger consideration is 7,200,000 shares of newly issued BBBY voting common stock, paid to the selling shareholders (Mitchell Rosen Revocable Trust and Sharon Rosen Revocable Trust). The transaction closed on June 30, 2026, and is intended to qualify as a tax-free reorganization under Sections 368(a)(1)(A) and 368(a)(2)(E) of the Internal Revenue Code.

  • · The merger is structured as a reverse triangular merger under Delaware law, with Merger Sub merging into TwoPonds.
  • · BBBY shares issued as consideration are newly issued voting common stock.
  • · The transaction closed on the same day the agreement was signed (June 30, 2026).
  • · Post-closing agreements include a covenant not to compete, confidentiality obligations, non-disparagement, and employee benefit arrangements.
  • · Sellers delivered stockholder written consent approving the merger prior to closing.
  • · The filing includes exhibits for restrictive covenant agreements, registration rights/lock-up/voting agreements, and offer letters for Josh Rosen and Ken Williams.
CommScope Holding Company, Inc. 8-K neutral materiality 8/10

01-07-2026

Vistance Networks completed the sale of its RUCKUS reporting segment to Belden Inc. for $1.846 billion in cash on July 1, 2026. The transaction was previously announced on April 29, 2026.

  • · The sale was on a cash-free, debt-free basis.
  • · The Purchase Agreement was dated April 29, 2026.
  • · The closing date is July 1, 2026.
Berto Acquisition Corp. II 8-K neutral materiality 3/10

01-07-2026

Berto Acquisition Corp. II announced that holders of its units may elect to separately trade the ordinary shares and warrants included in the units starting on or about July 6, 2026. The units will continue to trade under the symbol "GUACU" on Nasdaq, while the ordinary shares and warrants will trade separately under "GUAC" and "GUACW", respectively. No fractional warrants will be issued.

  • · Each unit consists of one ordinary share ($0.0001 par value) and one-third of one redeemable warrant to purchase one ordinary share.
  • · Warrants have an exercise price of $11.50 per share.
  • · The separate trading of ordinary shares and warrants is expected to commence on or about July 6, 2026.
  • · Holders must contact Continental Stock Transfer & Trust Company through their brokers to separate units.
SELECT MEDICAL HOLDINGS CORP 8-K neutral materiality 10/10

01-07-2026

Select Medical Holdings Corporation (NYSE: SEM) announced the completion of its acquisition by a consortium led by Executive Chairman Robert A. Ortenzio, Senior Executive Vice President Martin F. Jackson, and private equity firm Welsh, Carson, Anderson & Stowe (WCAS) for $16.50 per share, valuing the company at approximately $3.9 billion. The transaction, which closed effective July 1, 2026, represents a premium of about 18% over the unaffected share price and a 25% premium over the 90-day VWAP. As a result, Select Medical's common stock will cease trading and be delisted from the NYSE, while current officers will continue to lead the business.

  • · The Merger Agreement was dated March 2, 2026.
  • · Stockholders voted to approve the transaction at a Special Meeting on June 26, 2026.
  • · The Certificate of Merger was filed and the acquisition became effective July 1, 2026 at 12:01 am.
  • · The Consortium now holds a majority of the economic interest and effective/operational control of the Company.
  • · Select Medical's current officers will continue in their roles post-closing.
  • · As of March 31, 2026, Select Medical operated in 38 states and the District of Columbia.
Richmond Mutual Bancorporation, Inc. 8-K positive materiality 8/10

01-07-2026

Richmond Mutual Bancorporation, Inc. (RMBI) completed its merger with The Farmers Bancorp, Frankfort, Indiana, effective July 1, 2026. Under the terms, each Farmers share was converted into 3.40 shares of Richmond common stock, with Richmond issuing approximately 6,254,357 shares to Farmers shareholders. The combined company continues to trade as RMBI on Nasdaq, and all branches will operate under the First Bank Midwest name.

  • · Exchange ratio: each Farmers share converted into 3.40 shares of Richmond common stock.
  • · Cash will be paid in lieu of fractional shares.
  • · Combined bank's administrative headquarters located in Frankfort, Indiana.
  • · Combined company's administrative headquarters located in Richmond, Indiana.
  • · Combined bank operates under the name First Bank Midwest.
  • · Combined company continues to trade on Nasdaq under ticker RMBI.
  • · Branches located across 15 Indiana communities and 4 Ohio communities.
INTERNATIONAL ISOTOPES INC 8-K neutral materiality 7/10

01-07-2026

International Isotopes Inc. (INIS) subsidiary Radnostix, Inc. has entered into a definitive Asset Purchase Agreement to acquire the Lara System, Lara Sensor Pad, and Ellexa Explorer Software product lines, along with all related intellectual property, from Lucerno Dynamics, LLC. The transaction involves an exclusivity deposit, closing cash payment, closing stock consideration, and earnout payments contingent on future performance. The filing does not disclose specific dollar amounts for the purchase price or earnout milestones, and the agreement includes standard representations, warranties, and indemnification provisions.

  • · The agreement was signed on June 25, 2026, and filed on July 1, 2026.
  • · The purchase price includes an Exclusivity Deposit Cash Payment, Closing Cash Payment, Closing Stock Consideration, and Earnout Payments.
  • · The Earnout Payments are based on future performance during the Earnout Period.
  • · The agreement includes a non-competition clause restricting Lucerno from engaging in competing activities.
  • · The transaction is structured as an asset purchase, with Buyer not assuming Seller's liabilities except for Assigned Contracts.
  • · The acquired assets include patents, trademarks, copyrights, know-how, design rights, equipment, inventory, and regulatory approvals.
  • · The agreement contains a claw-back provision allowing Buyer to recoup payments under certain conditions.
  • · The filing redacts certain financial and competitive details as [***].

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