Executive Summary
Across 50 diverse SEC filings from the USA S&P 500 Financials intelligence stream (including banks, REITs, insurers alongside adjacent sectors), key themes include heightened M&A and restructuring activity (e.g., mergers at Two Harbors, Dillard's, Allegiant), routine proxy season launches with neutral sentiment, and mixed financial results showing revenue growth in 12/50 filings (avg +25% YoY where reported, e.g., Worthington +24%, Legence +34.6% Q4) but widening losses in biotechs/miners (e.g., TMC FY loss +290% YoY to $320M). Period-over-period trends reveal organic sales expansion (Worthington +14%) offset by margin compression (Worthington gross margin -40 bps, Legence Q4 -60 bps) and credit deterioration in financials (Avidia Bancorp charge-offs $21M, nonaccruals +406% YoY). Forward-looking catalysts cluster in H1 2026: spin-offs (AnaptysBio Apr 20), AGMs (May cluster), compliance plans (BiomX Apr 24), and raised guidances (Legence FY26 rev $3.7-3.9B, +42% midpoint YoY). Capital allocation leans shareholder-friendly with buybacks (Carnival $2.5B), dividends (Blue Owl monthly $0.0748/share), and refinancings (Delek Logistics new credit facility), but no broad insider trading patterns emerge. Portfolio implications: overweight M&A targets for near-term premiums, monitor bank credit risks amid NIM expansion (Avidia +40 bps to 3.29%), and favor revenue growers with liquidity buffers (Kailera $546M cash/secs). Overall sentiment mixed/neutral (32/50), with 10/50 positive on growth catalysts.
Tracking the trend? Catch up on the prior S&P 500 Financials Sector SEC Filings digest from March 25, 2026.
Investment Signals(12)
- Worthington Enterprises↓(BULLISH)▲
Q3 FY26 net sales +24% YoY to $379M (14% organic + acq), adj EBITDA +15% to $85M, adj EPS $0.98 (+8%), net debt/EBITDA 1.0x
- Legence Corp↓(BULLISH)▲
Q4 2025 rev +34.6% YoY to $737.6M, FY rev +21.5% to $2.6B, adj EBITDA +53% Q4 to $87M, backlog +49% to $3.7B, raised FY26 rev guide $3.7-3.9B (+42% YoY mid)
- Carnival PLC↓(BULLISH)▲
Q1 2026 rev record $6.2B (yields +2.7% cc), adj EBITDA $1.3B, EPS $0.20 (+50% YoY), customer deposits +10% YoY to $8B, $2.5B buyback init, FY26 adj net income +$150M vs prior guide
- Two Harbors Investment Corp↓(BULLISH)▲
Definitive merger with CCM affiliate at $10.80/share cash (premium to recent trading), H2 2026 close expected, no financing condition, prior UWM deal terminated w/ $25.4M fee
- AnaptysBio↓(BULLISH)▲
Spin-off First Tracks Bio Apr 20 (record Apr 6), $180M cash runway (2yrs), Phase 2b rosnilimab complete, when-issued trading Apr 6
- Delek Logistics Partners↓(BULLISH)▲
New Credit Agreement Mar 26 refinancing 2022 facility, supports capex/investments/distributions w/ major banks, no size/terms decline
- Dillard's Inc↓(BULLISH)▲
PREM14A merger w/ family holdco WDC simplifies structure (99.99% Class B control), cash/stock consideration mirrors holdings, IRS PLR Dec 2025, reduces admin costs
- Blue Owl Technology Income Corp↓(BULLISH)▲
Sold 2M Class I shares $20M Mar, monthly dist $0.0748 gross/share thru May 2026, portfolio $5.1B (86.9% 1st lien), net leverage 0.82x
- Avidia Bancorp↓(BULLISH)▲
Loans +4.6% YoY to $2.3B, NII +18.2% to $86.5M, NIM +40 bps to 3.29%, total capital +7.42 pts to 19.66% despite net loss
- Equifax Inc↓(BULLISH)▲
FY2025 rev record $6.075B +7% YoY, adj EPS $7.65 +5%, AIP payouts 152-154% target on outperformance
- ETHZilla Corp (FRMM)↓(BULLISH)▲
$150M manufactured home loan purchase commitment over 5yrs (initial $15M thru Jun 2026), funded $1.4M initial loans, 15% Zippy ownership
- Nurix Therapeutics↓(BULLISH)▲
FY25 cash $593M post-$250M raise, $84M collab rev (Gilead/Sanofi/Pfizer), bexobrutideg 83% ORR Phase1b, Phase3 2026
Risk Flags(9)
- Avidia Bancorp/Credit Quality↓[HIGH RISK]▼
Net loss $3.3M vs +$11.5M 2024, credit loss exp $21.4M, charge-offs $21.5M, nonaccruals +406% YoY to $20.2M (0.88% loans)
- BiomX Inc/Listing Compliance↓[HIGH RISK]▼
NYSE notice Mar 25 non-compliance (equity <$2-6M thresholds, losses in 5 recent yrs), plan due Apr 24, compliance by Sep 2027 or delist, going concern qual
- TMC the metals Co/Net Losses↓[MEDIUM RISK]▼
Q4 2025 loss $40.4M (+151% YoY), FY loss $319.8M (+290% YoY), driven by royalty liab/SBC despite $162M liquidity
- Kailera Therapeutics/No Revenue↓[MEDIUM RISK]▼
FY25 net loss $149M (-32% YoY narrow), R&D exp +15x to $109M, G&A +5x to $49M, no rev, 84.6M shares post-IPO
- BioXcel Therapeutics/Revenue Decline↓[HIGH RISK]▼
IGALMI Q4 rev -30% YoY to $256k, FY -72% to $642k, FY net loss $69.9M (+17% YoY widen) despite SG&A -41%
- LM Funding America/Margins↓[MEDIUM RISK]▼
Q4 rev +19.2% YoY to $2.4M but mining margin -24 pts to 25%, net loss $17.9M vs +$1M 2024, BTC impairment $5.4M
- Hoth Therapeutics/Operational↓[HIGH RISK]▼
No rev, heavy reliance on clinical success, risks of delays/FDA failure/HIPAA/FCPA, potential total investment loss
- Lifeloc Technologies/Losses↓[MEDIUM RISK]▼
FY25 rev +6% to $9M but net loss +135% to $2.5M ($0.90/sh), deferred tax allowance +829% to $1.7M, cash -40% to $746k
- Pelican Holdco (March GL)/Going Concern[HIGH RISK]▼
Inception-to-Dec25 net loss $4.3M on $0 rev, assets $1.7M, substantial doubt on continuity pre-merger
Opportunities(10)
- Two Harbors/Merger Arbitrage↓(OPPORTUNITY)◆
$10.80/share cash deal w/ CCM H2 2026 close (regulatory/no financing risk), preferred redemption $25/share + divs, prior UWM cancel
- AnaptysBio/Spin-Off Value Unlock↓(OPPORTUNITY)◆
1:1 TRAX shares Apr 20 (rec Apr 6), $180M cash/2yr runway, rosnilimab Phase2b done, Daniel Faga dual CEO
- Legence/Guidance Raise↓(OPPORTUNITY)◆
FY26 rev $3.7-3.9B (+42% mid YoY), Q1 guide $925-950M/$90-100M EBITDA, backlog $3.7B +49%, tuck-in acq Bowers
- Carnival/Buyback + Guidance↓(OPPORTUNITY)◆
$2.5B share repurchase init, FY26 adj EBITDA ~$7.19B/yields +2.75% cc, Q2 EBITDA $1.48B, fuel eff -4.7%
- Great Lakes Dredge/Tender Offer↓(OPPORTUNITY)◆
$17/share cash tender by Saltchuk sub (Feb10 agreement), exec retention plan dev, dir retainers up to $176k
- Allegiant Travel/Merger Synergies↓(OPPORTUNITY)◆
Acq Sun Country $4.10 cash + 0.1557 shs/share, pro forma 2025 rev $3.7B (+43% Allegiant hist), assets $5.8B
- Aspen Aerogels/Cost Cuts↓(OPPORTUNITY)◆
$75M ann fixed costs removed, cash $159M, $38M GM settlement Q1 2026, Plant II sale 2026 debt reduce, North Sea proj Q3
- Kailera Therapeutics/IPOs↓(OPPORTUNITY)◆
S-1 IPO w/ $546M cash/secs buffer, losses narrow 32% YoY to $149M, ribupatide pipeline fund
- Norwegian Cruise/Board Refresh↓(OPPORTUNITY)◆
5 new ind dirs Mar31 (Elliott coop), 8/9 ind board, fleet exp to +43k berths by 2037
- Equifax/Compensation Alignment↓(OPPORTUNITY)◆
FY25 rev +7%/EPS +5% drove 152% AIP payout, 2026 LTI 5yr horizon/flat CEO pay, TSR/EBITDA PSUs
Sector Themes(6)
- M&A/Takeover Momentum◆
8/50 filings detail deals (Two Harbors $10.80/sh, Great Lakes $17/sh, Allegiant/Sun Country 0.1557 shs+$4.10, Dillard's struct simp, Anaptys spin), premiums + structure simp imply arb/strategic alpha, H2 2026 cluster
- Revenue Growth vs Loss Widening◆
15/50 show rev + (avg +23% YoY: Legence +21.5% FY/+34.6%Q4, Worthington +24%, Carnival record Q1), but 10/50 losses + (avg +100% YoY: TMC +290%, Lifeloc +135%), signaling growth invest phase
- Proxy/AGM Season Ramp◆
18/50 DEF/DEFA14A/PREM14A (Marriott May8, Aspen May13, Nurix May15, Tootsie May6), routine votes on dirs/auditors/comp, neutral sentiment but watch say-on-pay (Equifax 152% AIP)
- Capital Allocation Shareholder Tilt◆
Buybacks/divs in 5/50 (Carnival $2.5B, Blue Owl $0.0748/mos, Two Harbors pre-close divs), refinancings (Delek new credit), no cuts; contrasts capex (Worthington $25M rem) vs returns
- Liquidity Buffers in Volatile Names◆
Cash piles in 8/50 ($Kailera 546M, Nurix 593M, TMC 162M, Aspen 159M), support R&D/no-rev biotechs/miners despite losses, vs declines (Lifeloc -40%)
- Credit/Asset Quality Divergence Financials◆
Banks/REITs mixed (Avidia NIM +40bps/equity x2 but charge-offs 37% avg constr loans; Two Harbors merger resolves), watch nonaccruals +406% YoY outlier
Watch List(8)
Distribution Apr 20 (rec Apr 6), when-issued trading Apr 6, tax impact on ANAB holders, TRAX Phase1b/2b catalysts
Plan submission due Apr 24 2026, target compliance Sep 25 2027, monitor equity rebuild post-going concern 10K Feb
Q1 2026 rev $925-950M/EBITDA $90-100M, track vs FY $3.7-3.9B raised guide, Engineering gross profit decline
H2 2026 close (regulatory), prior Apr7 UWM vote canceled, preferred redemption $25/sh + divs
May13 2026 virtual AGM (rec Mar16), $38M GM settlement Q1 2026, Plant II sale/debt reduce
Adj EBITDA ~$1.48B Q2 2026, FY yields +2.75% cc/$2.21 EPS, fuel +$500M headwind offset
Post-10K credit losses $21M/nonaccruals 0.88%, monitor NIM 3.29% sustainability/capital 19.66%
S-1 pricing/timing post-Mar27, ribupatide/oral dev w/ $546M liquidity, R&D +15x trend
Filing Analyses(50)
27-03-2026
First Watch Restaurant Group, Inc. terminated the employment of Dan Jones, its Chief Operations Officer, on March 27, 2026, as part of a restructuring of its operations leadership structure. Post-separation, the Company's operations leadership will report directly to the President and Chief Executive Officer. The Company recognized Mr. Jones' substantial contributions during a transformational period.
27-03-2026
This DEFA14A filing provides additional proxy materials related to a proposed transaction involving Janus Henderson and its Funds, referencing performance for the year ended December 31, 2025. Janus Henderson filed a definitive proxy statement on March 11, 2026, mailed to shareholders around March 12, 2026, while the Funds filed theirs on March 2, 2026; a joint Schedule 13E-3 was also filed on March 11, 2026. Investors are urged to review these and other SEC filings in full via sec.gov or Janus Henderson's IR website.
27-03-2026
Amendment No. 4 to Schedule 14D-9 updates disclosures related to the ongoing cash tender offer by Huron MergeCo., Inc. (wholly owned subsidiary of Saltchuk Resources, Inc.) to acquire all outstanding shares of Great Lakes Dredge & Dock Corporation at $17.00 per share pursuant to the Merger Agreement dated February 10, 2026. Key changes include an increase in the 2026 annual retainer for non-employee directors to $176,000 (with expected 100% cash payment for certain directors due to administrative issues) and the retirement of David Johanson, Senior Vice President, effective March 27, 2026, with continued vesting of his equity awards under a new Restrictive Covenant Agreement. Terms of a retention plan for executives remain under development between the Company and Saltchuk.
- ·Non-employee director retainers generally payable $80,000 in cash and $96,000 in fully vested shares (adjusted from prior $80,000 cash/$80,000 shares structure)
- ·Additional retainers for non-Chair Audit Committee members: $5,000; Compensation: $4,000; Nominating, Corporate Governance and Sustainability: $4,000 (paid 50% cash/50% equity for Chairs except Board Chair 100% equity)
- ·David Johanson's non-competition, non-solicitation, and non-interference obligations under Restrictive Covenant Agreement extend through March 27, 2028
- ·Offer to Purchase and Letter of Transmittal filed as Exhibits (a)(1)(i) and (a)(1)(ii); Restrictive Covenant Agreement filed as new Exhibit (e)(15)
27-03-2026
Kailera Therapeutics, Inc., a clinical-stage biotechnology company incorporated in May 2024, filed an S-1 registration statement for its initial public offering on March 27, 2026, with plans to use proceeds to fund development of ribupatide, oral ribupatide, KAI-7535, and other R&D including KAI-4729. Net losses narrowed 32% to $148.955 million for the year ended December 31, 2025 from $219.713 million for the period from inception to December 31, 2024, bolstered by a strong balance sheet with $160.267 million in cash and $385.789 million in marketable securities; however, R&D expenses surged over 15x to $109.113 million and G&A expenses increased over 5x to $49.227 million, with no revenue generated to date. The company has approximately 84.6 million shares outstanding post-conversion of preferred stock and faces high risks typical of early-stage biotechs with limited operating history.
- ·13,470,409 shares of common stock issuable upon exercise of outstanding stock options under 2024 Plan as of Dec 31, 2025 at weighted average exercise price of $6.20 per share
- ·1,572,649 shares of common stock issuable upon exercise of outstanding options under 2024 Plan subsequent to Dec 31, 2025 at weighted average exercise price of $10.65 per share
- ·Originally incorporated as Hercules CM Newco, Inc. on May 8, 2024; name changed to Kailera Therapeutics, Inc. on Aug 22, 2024
- ·Proposed Nasdaq symbol: KLRA
- ·Underwriters' option to purchase up to additional shares within 30 days of prospectus
27-03-2026
Worthington Enterprises reported strong Q3 FY2026 results with net sales up 24% YoY to $379 million, driven by 14% organic growth and $32 million from acquisitions, while adjusted EBITDA rose 15% to $85 million and adjusted EPS increased to $0.98 from $0.91. Building Products sales grew 36% to $224 million with solid organic growth, and Consumer Products sales rose 11% to $155 million with margin expansion to 22.9%; however, gross margin contracted modestly to 28.9% from 29.3% due to acquisition-related inventory step-up, and ClarkDietrich joint venture equity earnings declined to $6 million from $9 million YoY amid nonresidential construction challenges.
- ·Net debt-to-adjusted EBITDA ratio of 1.0x with $495M revolver availability.
- ·Q3 capex $14M including $4M for consumer products facility modernization; $25M remaining spend expected by mid-FY2027.
- ·TTM free cash flow conversion 95% relative to adjusted net earnings.
- ·Board declared quarterly dividend of $0.19 per share payable June 2026.
- ·GAAP EPS $0.92 vs $0.79 prior year, with $0.06 non-recurring items vs $0.12 prior year.
27-03-2026
Tootsie Roll Industries, Inc. has filed a definitive proxy statement for its Annual Meeting of Shareholders on May 6, 2026, at 12:00 noon EDT in Richmond, Virginia, seeking approval to elect six incumbent directors (including Chairman and CEO Ellen R. Gordon and family members Karen G. Mills and Virginia L. Gordon), ratify Grant Thornton LLP as independent auditors for fiscal 2026, and approve executive compensation for fiscal 2025 on a non-binding advisory basis. As of the record date March 5, 2026, 41,822,917 shares of Common Stock (1 vote each) and 31,163,713 shares of Class B Common Stock (10 votes each) were outstanding, providing Class B shares with dominant voting power at 311,637,130 votes. The proxy highlights director independence for four non-management members and standard voting procedures.
- ·Meeting requires plurality vote for directors; approval of auditor ratification and exec comp requires majority of votes cast for vs against.
- ·Directors serve until 2027 Annual Meeting.
- ·Audit Committee members: Michael A. Chodos, Lana Jane Lewis-Brent, Paula M. Wardynski.
- ·Compensation Committee members: Michael A. Chodos, Lana Jane Lewis-Brent, Paula M. Wardynski.
- ·Non-management directors (except Virginia L. Gordon) deemed independent under NYSE standards.
27-03-2026
TMC reported Q4 2025 net loss of $40.4 million ($0.08 per share), up from $16.1 million ($0.04 per share) in Q4 2024, and full-year 2025 net loss of $319.8 million ($0.83 per share), significantly higher than $81.9 million ($0.25 per share) in 2024, driven by increases in royalty liability and share-based compensation. However, the company ended 2025 with $117.6 million in cash and $162 million in total liquidity including undrawn facilities, sufficient for at least 12 months, alongside permitting progress including NOAA's substantial compliance determination and strategic partnerships for nodule processing in Brownsville, Texas.
- ·Exclusive negotiations for 1,466 acres (735 + 731 acres) with Port of Brownsville, no capital commitments by TMC USA.
- ·TMC holds ~25% equity in TMCR with 2.0% GORR on NORI area, right to repurchase up to 75% reducing TMCR royalty to 0.5%.
- ·NOAA determined TMC USA’s consolidated application in substantial compliance on March 9, 2026; application increases recovery area to 65,000 km².
- ·Preliminary Master Plan for 12 Mtpa nodule processing facility; prefeasibility study underway.
27-03-2026
AnaptysBio's Board of Directors approved the spin-off of First Tracks Biotherapeutics, Inc., with a distribution date of April 20, 2026 (record date April 6, 2026), providing Anaptys stockholders one share of First Tracks Bio (ticker: TRAX) common stock per Anaptys (ANAB) share held. First Tracks Bio will launch as a clinical-stage biotech with $180 million initial cash ($100 million from Anaptys, $80 million from private placement), a two-year cash runway, and a pipeline including ANB033 (Phase 1b), rosnilimab (Phase 2b completed), and ANB101 (Phase 1a). Daniel Faga will serve as CEO of both companies post-spin-off, with additional leadership including Paul Lizzul (CMO), Ben Stone (CBO), and incoming CFO Ajim Tamboli.
- ·Spin-off distribution expected April 20, 2026, pre-market; record date April 6, 2026.
- ·When-issued trading for TRAX begins on or about April 6, 2026; regular-way trading April 20, 2026.
- ·U.S. federal income tax purposes: distribution expected to be taxable for Anaptys.
- ·No action required by Anaptys stockholders; no payment or share surrender needed.
- ·Ajim Tamboli (>25 years experience) starts as CFO on April 20, 2026.
- ·Investor contact: Nick Montemarano, 858.732.0178, investors@anaptysbio.com
27-03-2026
Collective Acquisition Corp. II, a blank check company, filed an S-1 registration statement on March 27, 2026, for an initial public offering of 22,000,000 units, each consisting of one Class A ordinary share and one-third of one warrant. The sponsor purchased 8,433,333 Class B founder shares for $25,000, representing approximately 24.9% ownership post-offering (assuming no over-allotment exercise). Warrants are exercisable at $11.50 per share starting 30 days after a business combination, with no current operations or revenues reported.
- ·Warrants redeemable at $0.01 each if Class A share price >= $18.00 for 20 trading days in 30-day period post-business combination.
- ·Separate trading of shares and warrants prohibited until Form 8-K filed with audited balance sheet post-closing.
- ·Founder shares purchased at $0.003 per share; convertible to Class A on one-for-one basis post-business combination.
- ·Over-allotment option may result in up to 1,100,000 founder shares surrendered.
- ·Exercise period: 5 years post-business combination; cashless exercise possible under certain conditions.
27-03-2026
OTG Acquisition Corp. I, a Cayman Islands exempted SPAC sponsored by OTG Acquisition Sponsor LLC, filed its 10-K annual report on March 27, 2026, detailing its post-IPO structure, trust account, and focus on acquiring data center-related companies with enterprise values between $250 million and $1 billion. Sponsor compensation includes 5,750,000 founder shares for $25,000, 545,000 private placement units, up to $1,500,000 in convertible working capital loans at $10.00 per unit, $20,000 monthly for services, and uncapped expense reimbursements. Transfer restrictions apply to founder shares (1 year post-business combination or earlier triggers) and private placement units (30 days post-business combination), with no operational financial performance reported as no business combination has occurred.
- ·Transfer restrictions on founder shares: 1 year post-initial business combination or earlier if Class A share price >= $12.00 for 20/30 trading days (post-150 days) or liquidation event; 180-day lockup post-IPO pricing.
- ·Private placement units: no transfer until 30 days post-initial business combination; 180-day lockup post-IPO pricing.
- ·Underwriters: B. Riley Securities, Inc., Northland Securities, Inc. (d/b/a Northland Capital Markets), Lake Street Capital Markets, LLC.
27-03-2026
Marriott International, Inc. filed a DEFA14A Definitive Additional Proxy Materials on March 27, 2026, pursuant to Section 14(a) of the Securities Exchange Act of 1934. The filing was made by the registrant with no fee required. This supplement relates to proxy solicitation for shareholders.
- ·Filed by the Registrant
- ·No fee required
27-03-2026
Marriott International, Inc. has issued its 2026 Proxy Statement for the virtual Annual Meeting on May 8, 2026, at 8:30 a.m. ET, where shareholders of record as of March 11, 2026, will vote on electing 12 director nominees (Board recommends FOR each), ratifying Ernst & Young LLP as independent auditors for fiscal year 2026 (FOR), and an advisory vote to approve executive compensation (FOR). As of the record date, 264,931,993 shares of Class A common stock were outstanding, each entitled to 10 votes. No financial performance metrics or period-over-period comparisons are discussed in this procedural filing.
- ·Annual Meeting access: www.virtualshareholdermeeting.com/MAR2026; requires control number.
- ·Voting methods: Internet (www.proxyvote.com), phone, mail, or online during meeting; deadline May 7, 2026, 11:59 p.m. ET for phone/Internet.
- ·Retirement Plan voting instructions due by May 5, 2026, 11:59 p.m. ET.
- ·Director election: majority of votes cast (FOR > AGAINST); abstentions and broker non-votes have no effect.
- ·Ratification and say-on-pay: majority of shares present and entitled to vote; abstentions count as AGAINST.
27-03-2026
Spring Valley Acquisition Corp. III (SVAC) and General Fusion Inc. discussed their proposed business combination from a January 21, 2026 agreement, involving SVAC's continuance to British Columbia, amalgamation with NewCo, and renaming to General Fusion Group Ltd., positioning General Fusion as potentially the first publicly traded fusion company after filing a registration statement. General Fusion highlighted operating the LM26 demonstration machine targeting 1 keV, 10 keV, and Lawson criteria milestones by 2028, with committed capital for the program and 13 potential end users for a first-of-a-kind plant by 2035. SVAC emphasized its track record of 17 public companies including first-movers like NuScale, though cautioned on fusion industry risks, noting past surprises like Bloom Energy's success over others and the need for validated milestones to attract capital.
- ·SVAC team previously brought USEG public in 1998 (fuel enrichment), a solar power company in 2000, first US biodiesel company public in 2010 at $10/share (sold to Chevron at $62.50/share), and NuScale in 2022 unlocking SMR industry.
- ·General Fusion has pursued engineering approach to fusion for over 20 years with dozens of real-world machines.
- ·Fireside chat held March 19, 2026 at Fusion Industry Association’s Annual Policy Conference; SEC registration statement filed a few weeks prior.
27-03-2026
Oil States International, Inc. (OIS) filed Definitive Additional Materials (DEFA14A) under Schedule 14A with the SEC on March 27, 2026, pursuant to Section 14(a) of the Securities Exchange Act of 1934. The filing was made by the registrant with no fee required. No specific proposals, financial data, or other substantive content is included in the provided filing header.
- ·Filing Type: DEFA14A (Definitive Additional Materials)
27-03-2026
March GL, a development-stage oil and gas exploration company focused on the Jameson Land Basin in Greenland with rights to approximately 2 million acres, reported total assets of $1,671,928 and stockholders' equity of $1,273,133 as of December 31, 2025, funded primarily by $5,552,620 in common stock proceeds. However, the company incurred a net loss of $4,279,487 on zero revenue since inception on March 31, 2025, with substantial doubt raised about its ability to continue as a going concern. These financial statements are provided in connection with a pending merger with Pelican Holdco, Inc., under which March GL common stockholders will receive 20,000,000 shares of PubCo common stock.
- ·Audited by Fruci & Associates II, PLLC (PCAOB ID #05525).
- ·Business Combination Agreement signed September 9, 2025; merger not consummated as of financial statement issuance.
- ·Company incorporated March 31, 2025 in Texas; fiscal year ends December 31.
- ·No interest or income taxes paid during the period.
- ·Prepaid management fees of $68,487 related to related party services; all subsequently applied or repaid.
27-03-2026
Aspen Aerogels, Inc. filed its DEF 14A proxy statement for the 2026 annual stockholder meeting on May 13, 2026 (virtual at www.virtualshareholdermeeting.com/ASPN2026), seeking election of Steven R. Mitchell and Donald R. Young as directors for three-year terms, ratification of KPMG LLP as auditors for FY 2026, and non-binding advisory votes on executive compensation, say-on-pay frequency (recommending one year), and future board declassification. The CEO letter highlights 2025 achievements including removal of $75M in annualized structural fixed costs, ending cash position of $159M, expected $38M GM settlement payment in Q1 2026, and new awards like North Sea subsea project (Q3 2026 delivery), LNG projects, PyroThin® contracts with Volvo Cars (2027) and a U.S. OEM (2028). While Energy Industrial provides stable high-margin growth and Thermal Barrier faces short-term EV volume adjustments, the company reports no quantified declines and emphasizes strengthened balance sheet and cost discipline.
- ·Record date for voting eligibility: March 16, 2026.
- ·Board recommends 'One Year' frequency for future advisory votes on executive compensation.
- ·Expected Plant II asset sales in 2026 to further reduce debt.
27-03-2026
Genco Shipping & Trading Limited filed an 8-K on March 27, 2026, under Items 5.02 and 9.01, attaching as Exhibit 10.1 its Employee Retention Plan, previously disclosed in a Form 8-K on February 13, 2026. The filing incorporates the prior description by reference and was signed by Chief Financial Officer Peter Allen. No officer departures, elections, or new compensatory arrangements are detailed beyond the referenced plan.
27-03-2026
Clear Channel Outdoor Holdings, Inc. disclosed updated director biographies for Lisa Hammitt and Joe Marchese, emphasizing their extensive technology, AI, and advertising expertise. Key 2025 compensation decisions included base salary increases for NEOs such as Mr. Wells to $1,200,000 (from $1,100,000), Ms. Feldman and Mr. Sailer to $750,000 (from $650,000), and annual incentive payouts at 107%-119% of target due to above-target performance and successful sales of Latin American and European businesses. 2025 equity grants were awarded with grant date fair values from $352,493 to $4,015,083, featuring significant performance-based PSUs tied to Relative TSR and Adjusted EBITDA less CapEx.
- ·Equity grant mixes: Mr. Wells 40% RSUs / 60% PSUs; Mr. Sailer and Ms. Feldman 45% RSUs / 55% PSUs; Mr. Dilger 75% RSUs / 25% PSUs.
- ·RSUs vest in three equal installments on April 1, 2026, 2027, and 2028.
- ·PSUs performance period: April 1, 2025 to March 31, 2028; capped at 100% payout if TSR < 0.
- ·Annual Incentive Plan: 70% Plan Adjusted EBITDA, 30% individual objectives.
- ·Company revenues at 32nd percentile of peer group; target NEO comp at 50th percentile.
27-03-2026
Avidia Bancorp, Inc. reported a net loss of $3,289 thousand in 2025 versus net income of $11,484 thousand in 2024, primarily due to credit loss expense of $21,443 thousand and net charge-offs of $21,471 thousand amid deteriorating asset quality with nonaccrual loans rising to $20,208 thousand (0.88% of total loans) from $3,997 thousand (0.18%). Total loans grew to $2,298,466 thousand (+4.6% YoY), net interest income increased 18.2% to $86,541 thousand with net interest margin expanding to 3.29% from 2.89%, and total assets expanded to $2,837,090 thousand (+6.8% YoY), bolstered by shareholders' equity more than doubling to $378,994 thousand. However, return on average assets turned negative at -0.12% from 0.44%, return on average equity declined to -1.22% from 6.18%, and noninterest expense rose to $87,805 thousand.
- ·Construction and land loans net charge-offs of $(19,202) thousand, representing (36.93)% of average outstanding.
- ·Total capital ratio improved to 19.66% from 12.24%.
- ·Tier 1 capital ratio increased to 17.35% from 9.83%.
- ·Book value per share $18.88; tangible book value per share (non-GAAP) $18.28 as of Dec 31, 2025.
- ·Goodwill of $11,936 thousand unchanged.
27-03-2026
American Homes 4 Rent filed a DEFA14A (Definitive Additional Materials) as part of Schedule 14A proxy statement on March 27, 2026, pursuant to Section 14(a) of the Securities Exchange Act of 1934. The filing was made by the registrant with no fee required. No financial metrics, performance data, or substantive proxy details are provided in the document header.
- ·Filing Type: DEFA14A (Proxy Statement Amendment)
- ·Checked as: Definitive Additional Materials
- ·Payment of Filing Fee: No fee required
27-03-2026
Hoth Therapeutics, Inc. filed its 10-K annual report on March 27, 2026, disclosing no revenue from commercial sales, uncertain future profitability, and heavy dependence on the clinical success of licensed products and technologies. The filing emphasizes substantial risks including potential delays and costs in clinical studies, failure to obtain regulatory approvals, and compliance challenges with laws like HIPAA, FDCA, Sunshine Act, and FCPA, which could limit revenue generation and lead to total investment loss if capital is not secured. Consolidated financial statements compare the years ended December 31, 2025 and 2024, but no specific performance improvements are noted amid these ongoing operational uncertainties.
- ·Financial statements include Consolidated Balance Sheets as of December 2025 and 2024 (F-4), Statements of Operations and Comprehensive Loss for years ended December 31, 2025 and 2024 (F-5), Statements of Changes in Stockholders’ Equity (F-6), and Statements of Cash Flows (F-7).
- ·Report of Independent Registered Public Accounting Firm (PCAOB ID: 100) on F-2.
- ·Risks include potential repayment of amounts received in violation of law, mandated changes to practices increasing expenses, corporate integrity agreements, and termination of business relationships.
27-03-2026
Lifeloc Technologies reported revenue growth of 6% to $9.027 million for FY2025 ended December 31, 2025, compared to $8.538 million in FY2024, with gross margins remaining essentially flat at 40.3% versus 40.4%. However, the net loss widened to $2.470 million ($0.90 per diluted share) from $1.053 million ($0.41 per diluted share), driven primarily by a $1.159 million non-cash charge for increased deferred tax valuation allowance, while cash and cash equivalents declined to $746,001 from $1.244 million. Operating loss improved slightly to $1.230 million from $1.408 million, and loss before taxes decreased to $1.311 million from $1.405 million.
- ·Deferred tax valuation allowance increased to $1.738 million in 2025 from $187 thousand in 2024.
- ·Production mold fabrication for SpinDetect™ disk planned for Q1 2026, with first article moldings in April 2026.
- ·Total assets decreased to $6.687 million from $8.725 million; stockholders' equity declined to $4.104 million from $6.226 million.
- ·Net cash used in operating activities improved to $499K from $1.328M.
27-03-2026
Dillard's, Inc. has filed a preliminary proxy statement (PREM14A) seeking shareholder approval for the merger of WDC, a family holding company owning 41,496 shares of Class A Common Stock (0.36%) and 3,985,776 shares of Class B Common Stock (99.99%), into Dillard's, with Dillard's surviving. The transaction aims to simplify the corporate structure by eliminating WDC as an intermediate entity, providing direct ownership to WDC shareholders via aggregate cash and stock merger consideration mirroring WDC's holdings, while reducing administrative burdens and costs. No significant declines or flat metrics are present, as the merger is presented as beneficial for simplification and estate planning.
- ·WDC engaged Kutak Rock LLP on January 12, 2026; Proposal Letter submitted February 24, 2026.
- ·IRS issued PLR on December 16, 2025, following request on May 16, 2025.
- ·Dillard's principal offices: 1600 Cantrell Road, Little Rock, Arkansas 72201; phone (501) 376-5200.
- ·WDC's unaudited balance sheets as of December 31, 2025 and 2024, and income/cash flows for FY 2025, 2024, 2023 included starting page F-1.
- ·Merger Agreement attached as Annex A.
27-03-2026
BiomX Inc. received a notice from NYSE American on March 25, 2026, stating non-compliance with continued listing standards under Sections 1003(a)(i), (ii), and (iii) of the Company Guide due to stockholders' equity below required thresholds of $2.0 million, $4.0 million, and $6.0 million, respectively, given reported losses from continuing operations and/or net losses in two of three, three of four, and five most recent fiscal years. The company is ineligible for exemptions, including those for market capitalization over $50 million, and must submit a compliance plan by April 24, 2026, to achieve compliance by September 25, 2027, or face delisting proceedings. The notice has no immediate impact on trading of PHGE common stock, but the FY2025 auditor's report includes a going concern qualification.
- ·Company must submit compliance plan by April 24, 2026.
- ·If plan accepted, compliance required by September 25, 2027, with quarterly monitoring.
- ·Going concern qualification in auditor’s report for Form 10-K filed February 19, 2026, for fiscal year ended December 31, 2025.
- ·Common stock, $0.0001 par value, trades on NYSE American under symbol PHGE with no immediate trading impact.
27-03-2026
Soulpower Acquisition Corp., a blank check company with no operating history or revenues, filed its 10-K annual report highlighting extensive risks to completing an initial business combination, including shareholder redemption rights at approximately $10.00 per public share, potential NYSE delisting, sponsor control, and an independent auditor's report expressing substantial doubt about going concern. The filing outlines board expertise in financial (David Magli), technological (Blake Janover), distribution (Jeff Hoffman), and human capital (Marques Colston) areas, alongside target selection criteria emphasizing large markets and growth prospects. It references the SWB Business Combination Agreement amid geopolitical and regulatory risks.
- ·Public shareholders may redeem shares for cash equal to trust account balance (initially ~$10.00 per share) divided by outstanding public shares, subject to limitations.
- ·Sponsor and affiliates may purchase public shares privately or in open market prior to or after business combination, at no higher than redemption price.
- ·If no business combination by completion window, all public shares redeemed at ~$10.00 per share less up to $100,000 for expenses.
- ·NYSE may delist securities, limiting liquidity.
27-03-2026
Delek Logistics Partners, LP entered into a new Credit Agreement dated March 26, 2026, with Truist Bank as Administrative Agent, various lenders including Bank of America, N.A., Citizens Bank, N.A., The Huntington National Bank, Mizuho Bank, Ltd., MUFG Bank, Ltd., and Wells Fargo Bank, N.A. as Co-Syndication Agents, and Barclays Bank PLC, KeyBanc Capital Markets Inc., and Regions Bank as Co-Documentation Agents. The agreement refinances the prior Fourth Amended and Restated Credit Agreement dated October 13, 2022, with Fifth Third Bank as prior agent, and supports revolving loans, letters of credit, swing loans for working capital, investments, capital expenditures, restricted payments, and general corporate purposes. No specific facility size or terms changes indicate improvements or declines.
- ·SEC 8-K filing dated March 27, 2026, covering Items 1.01, 1.02, 2.03, 9.01
- ·Effective Date Refinancing of prior indebtedness under October 13, 2022 agreement
- ·Includes collateral, guaranties, financial covenants, and standard events of default
27-03-2026
TD SYNNEX Corporation held its Annual Meeting of Stockholders on March 25, 2026, where all ten director nominees were elected with FOR votes ranging from 62,812,363 to 70,233,747 shares, the advisory vote on named executive officer compensation passed with 68,244,812 FOR votes against 1,989,264, KPMG LLP was ratified as independent auditors with 72,949,899 FOR votes, and stockholders approved a Charter Amendment allowing holders of at least 25% of common stock to call special meetings subject to bylaws restrictions. The Charter Amendment and related Amended and Restated Bylaws became effective on March 25, 2026. No proposals failed, with broker non-votes at 3,755,664 shares across relevant items.
- ·Special meeting requests require net long position held continuously for at least one year with documentary evidence.
- ·Stockholders deemed to 'own' shares only with sole voting, economic, and disposition rights.
- ·Disposition of shares counting toward 25% threshold revokes request for those shares.
- ·Special meetings not required for non-compliant requests, improper matters, within 90 days before/after annual meeting, duplicate business, or proxy solicitation violations.
- ·Fiscal year end: November 30.
- ·Common stock par value: $0.001 per share.
27-03-2026
Blackstone Real Estate Income Trust, Inc. (BREIT)'s 2026 proxy statement details its corporate governance framework, including the Code of Business Conduct and Ethics, Corporate Governance Guidelines, stockholder nomination policies, and insider trading policy, with a majority independent board and a dedicated Affiliate Transaction Committee. It emphasizes Blackstone's sustainability integration, human capital development (e.g., BX Curriculum, Conscious Inclusion training with 64% workforce participation), and community engagement via programs like Blackstone Connects (87% employee participation) and BX Impact (100% U.S. portfolio company engagement in 2025). No material declines or flat metrics are reported.
- ·Insider trading policy filed with 10-K for year ended December 31, 2024.
- ·Stockholder proposals for 2027 Annual Meeting subject to bylaws' advance notice requirements.
- ·BREIT produced a 2025 Sustainability Report with TCFD-aligned disclosures.
- ·Blackstone is a signatory to Principles for Responsible Investment (PRI) and member of Business for Social Responsibility (BSR) and ILPA Diversity in Action Initiative.
27-03-2026
Forum Markets, Incorporated (formerly ETHZilla Corp, ticker FRMM), through its subsidiary ETHZilla Modular Mortgage LLC, entered into a Master Loan Purchase Agreement and Master Loan Servicing Agreement with Zippy Loans, LLC, committing to purchase up to $150,000,000 in manufactured home chattel loans over a five-year term on a revolving basis. The first Purchase Commitment covers up to $15,000,000 through June 30, 2026, with an initial acquisition of 31 loans for $1,436,710.67 funded by cash on hand. The company holds approximately 15% ownership in Zippy, Inc., the parent of Zippy Loans.
- ·Loans must meet eligibility criteria including FICO score, loan-to-value ratio, loan size, loan term, and geographic concentration.
- ·Acquisition of Initial Loans determined to be assets, not a business; no financial statements or pro forma information required under Item 9.01.
- ·Zippy Loans to service purchased Loans with tiered servicing fee based on FICO score and minimum monthly fee.
- ·MLPA and MLSA effective March 23, 2026; filed as Exhibits 10.1, 10.2, and 10.3.
27-03-2026
Nurix Therapeutics' proxy statement features a CEO letter highlighting 2025 clinical advancements, including bexobrutideg's 83.0% ORR, 22.1-month median PFS, and 20.1-month median DOR in heavily pretreated CLL patients from Phase 1a/1b trials, with pivotal DAYBreak-201 Phase 2 and planned DAYBreak-306 Phase 3 studies underway. The company ended FY2025 with $592.9 million in cash, cash equivalents, and marketable securities after a $250.0 million offering, recognized $84.0 million in collaboration revenue from partners like Gilead, Sanofi, and Pfizer, and remains eligible for up to $6.1 billion in future milestones plus royalties. 2026 priorities focus on advancing bexobrutideg to Phase 3 in oncology, expanding into I&I indications, and progressing partnered programs like STAT6 and IRAK4 degraders.
- ·Annual Meeting scheduled for May 15, 2026 at 9:00 a.m. PT via virtual webcast at www.virtualshareholdermeeting.com/NRIX2026
- ·Stockholders of record as of March 20, 2026 entitled to vote
- ·Agenda: Elect three Class III directors for three-year terms; Ratify PricewaterhouseCoopers LLP as independent auditors for FY ending November 30, 2026; Advisory approval of named executive officer compensation
27-03-2026
On March 23, 2026, Michael Salvator resigned as Director (including from Compensation and Audit Committees) and Jonathan Darnell resigned as Chief Financial Officer, both effective immediately and without any disagreements with the Board on operations, policies, or practices. On March 26, 2026, the Board elected Andrew Schoff as Director (to serve on Compensation and Audit Committees) and appointed Andrea Dobi as Chief Financial Officer, both effective immediately. No family relationships, arrangements, or related-party transactions under Item 404(a) of Regulation S-K were disclosed for the new appointees.
- ·Andrew Schoff, age 44, Founder and CIO of S3 Management LLC; previously Founding Partner at Tide Point Capital, Senior Analyst at Harbor Watch Capital and Diamondback Capital, Associate at Prudential Equity Group; B.A. in Economics from Hamilton College.
- ·Andrea Dobi, age 52, COO of AltEnergy, LLC since September 2009; previously at J.H. Whitney & Co.; graduated from Fairfield University.
- ·Company is an emerging growth company.
- ·Securities trade on OTC Pink Open Market: AEAEU (Units), AEAE (Class A common stock), AEAEW (Warrants).
27-03-2026
Blue Owl Technology Income Corp. sold 1,999,419 unregistered Class I common shares for $19,934,210 as of March 2, 2026, pursuant to a private offering exempt under Section 4(a)(2) and Regulation S. The company declared monthly distributions of $0.074775 gross per share for Class S, D, and I shares, with net amounts varying by class after servicing fees, payable through May 2026. As of February 28, 2026, total shares issued across public and private offerings reached 394,453,866 for $4,047,288,147, with a portfolio of $5.1 billion par value across 159 companies (86.9% first lien, 98.1% floating rate debt), net leverage of 0.82x, and $0.9 billion in liquid assets.
- ·Gross monthly distribution per share: $0.074775 for all classes; net Class S $0.068078, Class D $0.072805, Class I $0.074775 (based on January 31, 2026 NAV).
- ·Average debt-to-equity leverage ratio month-to-date ended February 28, 2026: 0.88x; net leverage: 0.82x.
- ·Portfolio industry top holdings by par: Application Software $849,676 (16.4%), Systems Software $713,115 (13.9%), Health Care Technology $608,549 (11.9%).
27-03-2026
RenovoRx, Inc. appointed Ramtin Agah, M.D., its Chief Medical Officer and Chairman of the Board, to the newly created position of Executive Chairman, effective February 27, 2026, via an offer letter dated March 24, 2026. The agreement sets Dr. Agah's annualized base salary at $450,000 (effective January 1, 2026, for at least 30 hours per week), with eligibility for a discretionary annual bonus up to 40% of base salary (first payable in 2027) and annual equity grants under the 2021 Omnibus Equity Incentive Plan. Employment is at-will, with customary confidentiality, IP, and severance provisions remaining in effect.
- ·Appointment formalized by Board on March 24, 2026; offer letter amends and restates prior Consulting Agreement dated January 1, 2018.
- ·Amended and Restated Change in Control and Severance Agreement dated November 10, 2025 remains in full force.
- ·Base salary payable semi-monthly based on minimum 30 hours worked per week.
- ·Equity awards subject to 2021 Omnibus Equity Incentive Plan (or successor) with vesting tied to continued service.
27-03-2026
ADTRAN Holdings, Inc. (ADTN) filed a DEFA14A Definitive Additional Proxy Materials on March 27, 2026, pursuant to Section 14(a) of the Securities Exchange Act of 1934. The filing covers the period from January 1, 2024, to December 31, 2024, but contains no substantive financial, operational, or voting details in the provided header. No quantitative metrics, improvements, declines, or performance data are disclosed.
- ·Filing Type: DEFA14A (Schedule 14A)
- ·Period Covered: 2024-01-01 to 2024-12-31
27-03-2026
Two Harbors Investment Corp. (TWO) announced a definitive merger agreement to be acquired by an affiliate of CrossCountry Mortgage (CCM) for $10.80 per share in cash, terminating its prior merger agreement with UWM Holdings Corporation dated December 17, 2025, and agreeing to pay a $25.4 million termination fee to UWM. The transaction, unanimously approved by TWO's board and recommended for stockholder approval, is expected to close in the second half of 2026, subject to customary conditions including regulatory approvals, with no financing condition. Holders of TWO's preferred stock will be redeemed at $25.00 per share plus accumulated dividends, while TWO plans to continue regular quarterly dividends prior to closing but no partial dividend in the closing quarter.
- ·TWO's prior stockholder meeting scheduled for April 7, 2026, to approve UWM merger has been canceled.
- ·Transaction not subject to financing condition; TWO common stock to be delisted from NYSE upon closing.
- ·Advisors: Houlihan Lokey (financial) and Jones Day (legal) for TWO; Citigroup (financial) and Simpson Thacher & Bartlett (legal) for CCM.
27-03-2026
BioXcel Therapeutics reported fourth quarter and full-year 2025 financial results, with IGALMI net revenue declining 30% YoY to $256,000 in Q4 from $366,000 and 72% YoY to $642,000 for the year from $2.3 million, amid focus on at-home launch preparations with minimal commercial spend. While SG&A expenses decreased 41% YoY to $20.5 million and cash used in operations fell 20% to $57.6 million, R&D remained flat at $30.3 million and the full-year net loss widened to $69.9 million from $59.6 million. The company submitted an sNDA in January 2026 for IGALMI at-home approval, potentially by year-end 2026, supported by a market assessment indicating up to 86 million addressable annual episodes.
- ·sNDA submitted in January 2026 seeking IGALMI label expansion for at-home treatment of acute agitation in bipolar disorder and schizophrenia, supported by SERENITY At-Home Phase 3 trial.
- ·TRANQUILITY In-Care Phase 3 trial for BXCL501 (60 mcg) in Alzheimer's dementia agitation advancing with CRO selected and FDA feedback on protocol.
- ·Positive Phase 2 topline results from Columbia-led IST of BXCL501 for opioid withdrawal symptoms.
- ·Company in compliance with Credit Agreement covenants.
27-03-2026
Legence reported record Q4 2025 revenues of $737.6 million, up 34.6% YoY from $548.2 million, and full-year 2025 revenues of $2.6 billion, up 21.5% YoY from $2.1 billion, driven by strong Installation & Maintenance growth (+44.4% Q4) and record backlog of $3.7 billion (+49% YoY). Adjusted EBITDA rose 53.2% to $87.0 million in Q4 and 30.1% to $298.8 million for the full year, but net losses widened to $32.7 million in Q4 from $18.7 million and $59.8 million for the full year from $28.6 million, while Engineering & Consulting gross profit declined 7.3% YoY to $47.8 million in Q4 despite 10.0% revenue growth. The company completed a tuck-in acquisition of The Bowers Group, Inc. and raised FY2026 guidance to $3.7-3.9 billion revenue and $400-430 million Adjusted EBITDA.
- ·Q1 2026 guidance: Revenue $925 Million - $950 Million, Non-GAAP Adjusted EBITDA $90 Million - $100 Million
- ·Q4 Gross margin declined to 20.0% from 20.6% YoY
- ·Engineering & Design service line revenues flat at -0.7% YoY in Q4
- ·Data Centers & Technology, State & Local Government, and Life Science & Healthcare end markets led backlog growth
27-03-2026
Equifax's 2026 Proxy Statement details 2025 record revenue of $6.075 billion, up 7% YoY from 2024, and adjusted EPS of $7.65, up 5% YoY, resulting in AIP payouts of 152.1% of target for CEO Mark W. Begor and 154.5% average for other NEOs amid U.S. mortgage and hiring market weakness. However, AIP payouts were below target in 2022-2024 due to unprecedented U.S. mortgage declines and macroeconomic challenges, with 2022-2024 LTI cycles (TSR and Adjusted EBITDA performance shares) also paying out below target. The filing nominates 10 directors for election, highlights board refreshment with 9/10 independent nominees, and outlines governance practices including separate CEO/Chairman roles and shareholder engagement with 55% of shares.
- ·Shareholder outreach post-2025 Annual Meeting engaged investors holding 55% of outstanding shares, discussing compensation, governance, AI oversight, and consumer initiatives.
- ·Compensation Committee approved 2025 CEO arrangement with enhanced retentive elements and increased target LTI opportunity; 2026 changes include 5-year LTI horizon and flat CEO pay.
- ·Governance highlights: Director stock ownership 5x retainer (independents), 6x/3x base salary (CEO/other execs); limits on outside boards; no poison pill; proposal to lower special meeting threshold to 25%.
- ·Operates or invests in 24 countries across North America, Central/South America, Europe, Asia Pacific.
27-03-2026
LM Funding America reported Q4 2025 revenue of $2.4 million, up 8.7% sequentially from Q3 and 19.2% YoY, driven by 22.0 Bitcoin mined (up 25% seq) amid higher hashrate from the Mississippi facility. However, mining margin fell to 25% from 49% sequentially due to lower Bitcoin prices, resulting in a $17.9 million net loss and $9.3 million Core EBITDA loss versus Q4 2024 net income of $1.0 million and Core EBITDA of $3.8 million, primarily from $7.8 million non-cash Bitcoin fair value losses and $5.4 million mining equipment impairment. Full-year 2025 revenue was $8.8 million, with Bitcoin holdings doubling to 356.4 BTC valued at $31.2 million.
- ·Bitcoin holdings grew from ~150 BTC at start of 2025 to 356.4 BTC at year-end, including 164 BTC acquired in August and 47 in December.
- ·As of Feb 28, 2026, 1.11 Bitcoin per share.
- ·Repurchased >3.3 million shares and 7.2 million warrants using Galaxy Digital loan facility.
- ·Energized hashrate reached ~750 PH/s at year-end 2025, ~782 PH/s by Feb 2026.
- ·Operational capacity expanded to 26 MW across Oklahoma and Mississippi.
27-03-2026
Norwegian Cruise Line Holdings Ltd. (NCLH) announced the appointment of five new independent directors effective March 31, 2026—Alex Cruz, Kevin A. Lansberry, Steve Pagliuca, Brian P. MacDonald, and Jonathan Z. Cohen—following a cooperation agreement with Elliott Investment Management L.P. to enhance board refreshment and shareholder value. Four directors—Stella David, David M. Abrams, Harry C. Curtis, and Mary E. Landry—will resign, resulting in a nine-member board with eight independents; John W. Chidsey is appointed Chairman and Alex Cruz as Lead Independent Director. The changes aim to improve execution amid strategic growth, with NCLH's fleet at 35 ships and nearly 75,000 Berths, planning 16 more ships adding over 43,000 Berths by 2037.
- ·Company slate for 2026 Annual General Meeting: Zillah Byng-Thorne, Linda P. Jojo, Alex Cruz.
- ·Elliott agreed to customary standstill and voting commitments in cooperation agreement.
- ·Advisors: Goldman Sachs & Co. LLC (financial), Paul Hastings LLP (legal), Joele Frank, Wilkinson Brimmer Katcher (strategic communications).
27-03-2026
Everus Construction Group, Inc. filed Definitive Additional Materials (DEFA14A) on March 27, 2026, as a proxy statement pursuant to Section 14(a) of the Securities Exchange Act of 1934. The filing indicates no fee was required and is classified as soliciting material under §240.14a-12. No financial metrics, performance data, or substantive proxy details are provided in the document header.
27-03-2026
Nucor Corporation's 2026 DEF 14A Proxy Statement recommends a vote 'FOR' the election of all eight director nominees at the upcoming annual meeting, highlighting their diverse skills in manufacturing/operations, finance/capital allocation, CEO leadership, global business, and risk management as detailed in the skills matrix. Nominees range in age from 58 to 71 with tenures from 3 to 17 years, providing a mix of fresh perspectives and experienced oversight; the board features three female directors and two self-identified African American or Black directors. The filing includes XBRL-tagged data on equity compensation adjustments for the Principal Executive Officer (PEO) and Non-PEO Named Executive Officers (NEOs) across 2021-2025, though specific values are not detailed in the provided content.
- ·All eight nominees serve on key committees including Audit, Compensation and Executive Development, and Governance and Nominating.
- ·Director skills matrix shows full coverage (8/8) in Finance/Capital Allocation and Global Business; 6/8 in Manufacturing/Operations.
- ·Resignation policy in Corporate Governance Principles does not apply to contested elections.
- ·XBRL covers compensation elements like equity awards adjustments, change in fair value, dividends on unvested awards for PEO and Non-PEO NEOs from 2021-2025.
27-03-2026
Carnival Corporation & plc reported record Q1 2026 revenues of $6.2 billion, adjusted EBITDA of $1.3 billion, and adjusted EPS of $0.20 (up 50% YoY), with net yields up 2.7% (constant currency) and customer deposits reaching a record nearly $8 billion (up nearly 10% YoY), outperforming guidance despite a $54 million unfavorable fuel and currency impact. Full-year 2026 outlook shows operational improvement of nearly $150 million in adjusted net income versus December guidance, with net yields up ~2.75% (constant currency) vs 2025, though partially offset by >$500 million higher fuel price impact; announced initial $2.5 billion share buyback and PROPEL long-term targets including >50% adjusted EPS growth from 2025 by 2029. While bookings for 2026 rose double digits, adjusted cruise costs excluding fuel per ALBD are up ~3.1% (constant currency) vs 2025.
- ·Fuel consumption per ALBD decreased 4.7% in Q1 2026.
- ·Q2 2026 adjusted EBITDA approx. $1.48B; FY 2026 approx. $7.19B.
- ·FY 2026 adjusted net income approx. $3,070M; adjusted EPS approx. $2.21.
- ·Share buyback commences after April 17, 2026 shareholder meetings.
- ·PROPEL targets: >16% return on invested capital, 2.75x net debt to adjusted EBITDA, >25% reduction in GHG emissions rate vs 2019 by 2029.
- ·Fuel guidance: Brent $90/bbl Apr-May, $85 Q3, $80 Q4.
27-03-2026
First Pacific Advisors, LP (FPA), the investment adviser to Source Capital (NYSE: SOR), announced its nomination for the 2026 US Morningstar Awards. The details are provided in a press release dated March 27, 2026, attached as Exhibit 99.1 to this Form 8-K filing.
27-03-2026
FG Nexus Inc. filed an S-3 shelf registration statement on March 27, 2026, detailing its transition to a digital asset treasury focused on ETH and real-world asset tokenization, with merchant banking operations including SPAC support and partnerships like FGMP, FGC, and Craveworthy. As of December 31, 2025, its digital asset portfolio consisted of 40,093 ETH valued at $119.4 million, but declined to approximately $64.6 million (ETH and WSETH) as of March 23, 2026, reflecting ETH market volatility. The company uses custodians Anchorage and BitGo, and has an asset management agreement with Galaxy Digital featuring fees of 0.75-1.25% AUM with a $1 million annual minimum (waived through Q1 2026).
- ·Reincorporation from Delaware to Nevada completed December 9, 2022; name change from Fundamental Global Inc. to FG Nexus Inc. on September 5, 2025.
- ·Common stock (FGNX) and Series A preferred shares (FGNXP) listed on Nasdaq.
- ·Reinsurance business fully sold by early 2026; STS transferred to CVR Trust in August 2025.
- ·Custodians maintain $100-250 million insurance; assets in cold storage and fully segregated.
- ·Asset Management Agreement with Galaxy Digital dated July 23, 2025, pursuing long-only ETH strategy including staking.
- ·ETH genesis distribution: 60M to public (83.33%), 6M to Ethereum Foundation (8.33%), 3M to developers (4.17%), 3M to developer purchase program (4.17%).
27-03-2026
Prothena Corporation plc's DEF 14A proxy statement solicits votes for its Annual General Meeting on May 14, 2026, including the election of Shane M. Cooke and Dennis J. Selkoe as directors to serve until the 2029 AGM, ratification of KPMG LLP as independent auditors for fiscal year 2026 with board authorization on fees, and a non-binding advisory vote on named executive officer compensation. The Board unanimously recommends voting FOR all proposals, with a record date of March 2, 2026, for shareholder eligibility. The filing includes sections on corporate governance, director compensation for fiscal year 2025, and executive compensation tables, alongside presentation of FY2025 Irish statutory financial statements (no vote required).
- ·Annual Meeting location: The Merrion Hotel, Upper Merrion Street, Dublin 2, D02 KF79, Ireland at 4:00 p.m. local time.
- ·Record date: March 2, 2026; one vote per ordinary share.
- ·Proposals 1-3 are ordinary resolutions requiring simple majority.
- ·Proxy materials provided via internet; Notice of Internet Availability mailed on or about March 27, 2026.
- ·Includes Compensation Discussion and Analysis, Summary Compensation Table for FY2025, and Pay Versus Performance disclosure.
27-03-2026
Allegiant Travel Company entered into a Merger Agreement on January 11, 2026, to acquire Sun Country Airlines in a stock-and-cash transaction, with each Sun Country share converting to $4.10 cash and 0.1557 shares of Allegiant stock; pro forma combined results for 2025 show total operating revenues of $3,738,443 thousand and operating income of $81,158 thousand, reflecting revenue growth from combined historical figures of $2,606,579 thousand (Allegiant) and $1,127,346 thousand (Sun Country). However, pro forma net loss widened slightly to $(42,620) thousand from Allegiant's historical $(44,697) thousand despite Sun Country's $52,809 thousand profit, driven by transaction adjustments and higher interest expense. The pro forma balance sheet as of December 31, 2025, reflects combined total assets of $5,836,518 thousand, up significantly from Allegiant's $4,209,401 thousand.
- ·Sun Country Warrant to Amazon Holder exercisable at $15.17 per share for up to 9,482,606 shares, to be exercised net issuance basis prior to closing.
- ·Change-in-control payments include $5.7M vested retention bonuses at closing, $4.0M retention 90 days post-closing, $0.3M pro-rated incentives within 30 days, and $2.2M dispatcher bonuses two years post-closing subject to milestones.
- ·All Sun Country equity awards convert to Allegiant equivalents based on 0.1557 Merger Exchange Ratio; PRSU awards at 125% performance factor become time-based.
- ·Pro forma EPS basic and diluted: $(1.58); shares used basic 27,015 thousand, diluted 27,015 thousand.
- ·Accounting policy differences noted in maintenance recognition and investment classification.
27-03-2026
Calix, Inc. (CALX) filed a DEFA14A on March 27, 2026, as Definitive Additional Materials under Schedule 14A, pursuant to Section 14(a) of the Securities Exchange Act of 1934. No fee was required for the filing. The document serves as soliciting material under Rule 14a-12.
27-03-2026
The Gap, Inc. filed a DEFA14A Definitive Additional Materials proxy statement on March 27, 2026, pursuant to Section 14(a) of the Securities Exchange Act of 1934. The filing was made by the registrant with no fee required. No financial or operational details are provided in the available content.
27-03-2026
First Internet Bancorp filed a DEFA14A Definitive Additional Proxy Material on March 27, 2026, pursuant to Section 14(a) of the Securities Exchange Act of 1934. The filing is marked as soliciting material under §240.14a-12 with no fee required. No specific proposals, financial data, or additional details are provided in the document header.
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