US Material Events SEC 8-K Filings — May 07, 2026

07-05-2026

Target Hospitality Corp. (Nasdaq: TH) announced the appointment of Paul Hohnsbeen as an independent director to its Board of Directors, effective May 5, 2026, with membership on the Nominating and Corporate Governance Committee. Mr. Hohnsbeen brings over three decades of expertise in data centers, real estate development, construction, energy infrastructure, and AI-enabled workflows, particularly from roles at Aligned Data Centers, Equinix, and others. The appointment supports Target's strategic growth in high-value end markets like AI-driven data centers, as stated by CEO Brad Archer.

• ·Mr. Hohnsbeen's career highlights: COO at Aligned Data Centers (since 2022), VP IBX Operations EMEA at Equinix (2016-2021), Director Business Strategy at Laing O’Rourke (2013-2015), Group COO at Global Switch (2010-2012), Executive Program Director at KEO International Consultants (2009-2010), various executive roles at Lehman Brothers (2002-2008), and senior roles at Deutsche Bank, Morgan Stanley, Gregotti Associati International, and Skidmore, Owings & Merrill.
• ·Bachelor of Arts in Architecture from University of California, Berkeley.
• ·Investor contact: Mark Schuck, (832) 702-8009, ir@targethospitality.com

07-05-2026

On May 6, 2026, SenesTech, Inc. appointed Michael Edell as President and Chief Executive Officer, succeeding Joel L. Fruendt, and also appointed him as a Class III director. The appointment includes an annual base salary of $360,000, a target annual incentive bonus of 60% of base salary (pro-rated for 2026 from April 1), and an option to purchase 5.0% of the Company's outstanding common stock vesting over three years from May 1, 2026, subject to stockholder approval of increased shares under the 2018 Equity Incentive Plan. Concurrently, Jamie Bechtel's role as Interim Executive Chair concluded.

• ·Option vests 1/12th quarterly over three years commencing May 1, 2026, subject to continuous service and stockholder approval of increased shares under the 2018 Equity Incentive Plan.
• ·Severance upon termination without Cause or resignation for Good Reason: up to 12 months base salary continuation, healthcare reimbursement, full Option vesting, and pro-rated bonus based on actual performance.
• ·Mr. Edell previously served as Interim COO from October 2025 to May 1, 2026; no family relationships or special arrangements for his appointment.

07-05-2026

ProPetro Holding Corp. (NYSE: PUMP) priced an upsized $600 million aggregate principal amount of 0.00% convertible senior notes due 2031, increased from the previously announced $500 million, with settlement scheduled for May 7, 2026. Net proceeds are estimated at $581.3 million (or $668.6 million if the $90 million option is fully exercised), to be used for $32.0 million in capped call transactions and general corporate purposes including growth capital for power generation equipment. The notes are senior unsecured obligations with an initial conversion price of $23.17 per share, a 37.5% premium over the May 4, 2026 closing price of $16.85.

• ·Initial conversion rate: 43.1616 shares of common stock per $1,000 principal amount of notes.
• ·Notes mature on November 15, 2031; convertible from August 15, 2031, or earlier upon certain events.
• ·Capped call cap price initially $29.49 per share.
• ·Notes redeemable on or after May 15, 2029, if stock price exceeds 130% of conversion price.
• ·Fundamental change allows noteholders to require repurchase for cash.

07-05-2026

Post Holdings reported second quarter fiscal 2026 net sales of $2,042.9 million, up 4.7% YoY including $152.3 million from acquisitions, with operating profit rising 16.3% to $211.9 million and Adjusted EBITDA increasing 14.0% to $395.0 million; the company affirmed its FY2026 Adjusted EBITDA outlook of $1,550-$1,580 million. However, excluding acquisitions, Post Consumer Brands volumes declined 10.0% (pet food -14.1%, cereal/granola -3.5%), resulting in a 1.8% drop in segment Adjusted EBITDA to $200.2 million, while Weetabix volumes fell 2.6%. Foodservice and Refrigerated Retail segments showed strong growth, with Foodservice Adjusted EBITDA up 47.9% and Refrigerated Retail up 17.6%.

• ·Interest expense, net increased to $105.7 million in Q2 FY2026 from $87.0 million YoY.
• ·Q2 diluted EPS $1.56 vs $1.03 prior year; Adjusted diluted EPS $1.94 vs $1.41.
• ·Board approved new $600 million share repurchase authorization on May 5, 2026.
• ·Acquired 8th Avenue on July 1, 2025; sold its pasta business December 1, 2025; acquired PPI March 3, 2025.

07-05-2026

HWH International Inc. entered a binding term sheet dated May 5, 2026, for a $10M PIPE investment from Smart Dynamics Technology Limited (wholly owned by Value Crepuscular Limited), issuing 20M common shares at $0.50 per share and 160M warrants exercisable at $0.63 (potential $100.8M proceeds if fully exercised). Concurrently, HWH will issue 2M bonus shares to management and employees as non-cash compensation, subject to a 12-month lock-up. The deal grants the investor board appointment rights for three directors, anti-dilution protections for two years, and registration rights, but involves significant dilution for existing shareholders and a potential shift in control, subject to board, shareholder, and Nasdaq approvals.

• ·Warrants expire 48 months from issuance and are exercisable anytime prior
• ·Investor anti-dilution period: 2 years if holding majority of common stock post-closing
• ·Registration statement to be filed within 60 days of closing, effective within 90 days of filing
• ·Term sheet expires in 3 months unless definitive agreement executed
• ·Investor right to appoint 3 board directors persists until ceases to own majority of common stock

07-05-2026

Pediatrix Medical Group, Inc. held its 2026 Annual Shareholders’ Meeting on May 7, 2026, where shareholders elected all nine director nominees, ratified PricewaterhouseCoopers LLP as the independent auditor for fiscal 2026, approved executive compensation on an advisory basis, and approved the Second Amended and Restated 2008 Incentive Compensation Plan increasing available shares by 8,000,000. Of 83,072,104 shares outstanding, 77,330,139 were represented at the meeting. All proposals passed, though director John M. Starcher, Jr. received significant opposition with 25,909,618 votes against compared to 46,296,745 for.

• ·Proposal 1 (Director Elections): Votes ranged from 46,296,745 For (John M. Starcher, Jr.) to 71,922,039 For (Kurt D. Newman, M.D.), with consistent 5,095,808 broker non-votes.
• ·Proposal 2 (Auditor Ratification): 75,519,473 For, 1,794,278 Against, 16,388 Abstain.
• ·Proposal 3 (Executive Compensation): 70,257,832 For, 1,960,931 Against, 15,568 Abstain.
• ·Proposal 4 (Incentive Plan): 65,912,243 For, 6,303,675 Against, 18,413 Abstain.

07-05-2026

Carnival PLC filed an 8-K on 2026-05-07 disclosing the termination of a material definitive agreement (Item 1.02), completion of an acquisition or disposition of assets (Item 2.01), notice of delisting or failure to satisfy listing standards (Item 3.01), unregistered sales of equity securities (Item 3.02), material modifications to rights of security holders (Item 3.03), changes in control of the registrant (Item 5.01), and amendments to articles of incorporation or bylaws (Item 5.03), along with Regulation FD disclosure (Item 7.01) and financial statements/exhibits (Item 9.01). No specific details on transaction parties, structure, valuation, or financial impacts are disclosed. These events indicate a significant corporate restructuring, potentially involving a change in ownership or going private, but lack of quantitative metrics prevents assessment of positive or negative impacts.

07-05-2026

Booking Holdings Inc. executed an Officers’ Certificate on May 7, 2026, for the issuance of $750,000,000 aggregate principal amount of 5.375% Senior Notes due 2036, following an underwriting agreement dated May 5, 2026, with Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC as representatives. The Senior Notes are general senior unsecured obligations, bearing semi-annual interest at 5.375% starting November 7, 2026, and maturing on May 7, 2036, unless redeemed earlier. No period-over-period financial metrics are provided in the filing.

• ·Senior Notes are redeemable prior to February 7, 2036 (Par Call Date) at the greater of 100% of principal or present value of remaining payments discounted at Treasury Rate plus 15 basis points, plus accrued interest.
• ·Indenture includes customary events of default, with acceleration possible by Trustee or holders of 25% of outstanding principal upon non-bankruptcy defaults.
• ·Offering conducted pursuant to shelf Registration Statement (File No. 333-273678).

07-05-2026

Avalo Therapeutics entered into an underwriting agreement on May 5, 2026, to issue and sell 19,730,000 shares of common stock at $17.75 per share and 1,400,000 pre-funded warrants at $17.749 each, with the underwriters fully exercising their option for an additional 3,169,500 shares, expecting net proceeds of approximately $405.0 million. As of March 31, 2026, the company had preliminary cash, cash equivalents, and short-term investments of $82.0 million, and together with the offering proceeds, expects to fund operations into 2029, primarily for advancing abdakibart through Phase 3 topline data release. The offering is expected to close on May 7, 2026, subject to customary conditions.

• ·Pre-Funded Warrants exercisable at $0.001 per share or via cashless exercise, with ownership limit initially set at 4.99% or 9.99%, adjustable up to 19.99% upon 61 days' notice.
• ·Underwriting option exercisable for 30 days after Prospectus Supplement dated May 5, 2026.
• ·Prospectus Supplement filed with SEC on May 6, 2026, under Form S-3 effective January 20, 2026.

07-05-2026

Cross Country Healthcare, Inc. (NASDAQ: CCRN) has entered a definitive agreement to be acquired by Knox Lane for $13.25 per share in an all-cash transaction valued at $437 million, a 31% premium to the May 6, 2026 closing price and 45% premium to the 90-day volume-weighted average trading price. The transaction is expected to close in Q3 2026, subject to stockholder approval and regulatory clearances, after which the company will become privately held and cease trading on Nasdaq. No operating performance metrics were provided, but executives highlighted the strategic fit and growth potential under Knox Lane's ownership.

• ·Advisors: BofA Securities, Inc. (financial) and Davis Polk & Wardwell LLP (legal) for Cross Country; MTS Health Partners (financial) and Kirkland & Ellis LLP (legal) for Knox Lane.
• ·Company will continue operating under the Cross Country Healthcare name and brand post-transaction.
• ·Definitive proxy statement to be filed with SEC; stockholders urged to read for details.

07-05-2026

Faraday Future announced plans to upgrade the FX Super One MPV to a more competitive 800V BEV or accelerate the AIHER hybrid project, pausing the original 400V cooperation and potentially delaying mass-production deliveries until strategic financing is secured. The company has shipped 68 EAI robots as of April 30, 2026, achieving positive gross margins, with May shipments accelerating toward a first-quarter target of 200 units and cumulative 2026 shipments exceeding 1,000 units, supported by $45M in recent financing. This strategic shift prioritizes robotics ramp-up to reduce near-term cash outflows and financial risk, but underscores dependency on future funding and execution challenges.

• ·Super One 800V BEV delivery timeline post-funding: first phase 6-9 months, second 12-15 months, third 21-24 months
• ·AIHER hybrid delivery timeline post-funding: first phase 9-12 months, second 21-24 months, third 24-28 months
• ·Press release dated May 5, 2026; SEC filing May 7, 2026

07-05-2026

On May 1, 2026, Luxfer Holdings PLC entered into new or amended Executive Severance and Change in Control Agreements with named executive officers including CEO Andrew Butcher, CFO Stephen Webster, Howard Mead (VP and GM, Luxfer Gas Cylinders – Composite), and Jeffrey Moorefield (VP and GM, Luxfer Magtech). The agreements are substantially consistent with prior arrangements described in the April 30, 2026 proxy statement but include updates to NEO covenants (e.g., omitting non-competition and non-solicitation for some) and expanded definitions of Change in Control Termination for Mead and Moorefield related to divestitures of over 75% of their primary divisions. Full agreements are attached as Exhibits 10.1-10.4.

• ·Agreements impose responsibilities on NEOs during notice periods and require reasonable assistance to the Company.
• ·Change in Control Termination for Mead and Moorefield now includes qualifying terminations following disposition of >75% of Primary Division assets or equity to an unrelated entity.
• ·Description qualified by full text in Exhibits 10.1 (Butcher), 10.2 (Webster), 10.3 (Mead), 10.4 (Moorefield).

07-05-2026

ITT Inc. announced the departure of CFO Emmanuel Caprais effective May 8, 2026, for personal reasons after nearly 14 years of service, with no disagreements on operations, policies, or practices; he will serve as a business advisor until July 1, 2026. Michael J. Savinelli, age 55 and current Vice President, Treasurer, Chief Tax Officer & Assistant Secretary, was appointed interim CFO effective the same date while a permanent successor is sought. The transition is described as seamless, with Savinelli receiving $300,000 in restricted stock units and a $25,000 monthly cash stipend.

• ·Emmanuel Caprais' departure is not due to any disagreement with company operations, policies, or practices.
• ·Michael J. Savinelli's prior roles: VP & Chief Tax Officer since 2011, Treasurer since 2020; previous experience at Terex, GE Capital, PepsiCo, and Ernst & Young LLP.
• ·Savinelli holds LL.M. in Taxation (NYU), J.D. (Quinnipiac), B.S. in accounting (Fairfield); law licenses in NY and CT, CPA in CT.
• ·No related party transactions for Savinelli under Item 404(a) of Regulation S-K.
• ·Filing signed by Lori B. Marino on May 7, 2026; earliest event date May 2, 2026.

07-05-2026

Americold Realty Trust filed an 8-K on May 7, 2026 (AccNo: 0001193125-26-210231), reporting under Item 1.01 entry into a material definitive agreement, Item 7.01 Regulation FD disclosure, and Item 9.01 financial statements and exhibits. This is a multi-item filing with no specific transaction details, financial metrics, dollar values, or impacts disclosed. No positive or negative metrics, comparisons, or guidance changes are mentioned.

07-05-2026

VSE Corporation completed the acquisition of Precision Aviation Group (PAG) for $2.025 billion in cash and equity, plus up to $125 million contingent earnout, expected to increase VSE's revenue by ~50% on a pro forma 2025 basis and be immediately accretive to Adjusted EBITDA margins. The combination creates a scaled aviation aftermarket platform with 61 locations across 8 countries, including 48 repair facilities and 11 distribution centers. No current quantitative declines or flat metrics are reported, though integration risks and increased indebtedness are noted in forward-looking statements.

• ·Transaction funded using net proceeds from February 2026 equity and tangible equity unit offerings and $900 million Term Loan B maturing in 2033.
• ·PAG's margin profile supports path to exceeding 20% consolidated Adjusted EBITDA margins over time.
• ·Additional details on outlook, capital structure, and integration priorities with first-quarter earnings release on May 5, 2026.

07-05-2026

Pagaya Technologies reported Q1 2026 results with GAAP net income of $25 million (up $17 million YoY), Adjusted EBITDA of $94 million (up 18% YoY), total revenue and other income of $318 million (up 10% YoY), and network volume of $2.6 billion (up 9% YoY, or 23% ex-SFR). However, FRLPC margin contracted 19 basis points YoY to 4.6% due to asset mix shifts and tighter pricing, while the company announced CFO Evangelos Perros stepping down effective June 15, succeeded by Jon Dobres. Full-year 2026 guidance was raised, including GAAP net income to $110-$160 million.

• ·Onboarded 4 partners year-to-date across all three asset classes.
• ·Q2 2026 outlook: Network Volume $2.875B-$3.075B; Total Revenue $345M-$365M; Adjusted EBITDA $100M-$115M; GAAP Net Income $25M-$45M.
• ·FY2026 outlook: Network Volume $11.45B-$13B; Total Revenue $1.4B-$1.575B; Adjusted EBITDA $420M-$460M; GAAP Net Income $110M-$160M.

07-05-2026

AudioEye, Inc. announced a leadership evolution effective immediately, with David Moradi assuming roles as Executive Chairman and Chief Product Officer to focus on capital allocation, strategy, and AI initiatives, while Kelly Georgevich becomes Chief Executive Officer, joins the Board, and continues as CFO during the search for a new CFO. The company highlighted strong historical performance since 2019, including revenues nearly quadrupled, adjusted EBITDA margins approaching 30%, 41 straight quarters of sequential revenue growth, and over 127,000 customers. No declines or flat metrics were reported, positioning the company for continued growth and innovation.

• ·AudioEye serves over 127,000 customers including Samsung, Lands' End, and Samsonite.
• ·Solution includes 24/7 accessibility monitoring, automated WCAG issue testing and fixes, expert testing, developer tools, and legal protection.

07-05-2026

Resolute Holdings reported Q1 2026 GAAP net income attributable to common stockholders of $61.5M ($7.19 diluted EPS) versus a $3.4M loss ($0.39 loss per share) YoY, and Non-GAAP Fee-Related Earnings of $5.9M ($0.69 per share) versus a $0.6M loss ($0.07 loss per share), driven by management fees rising to $12.9M from $1.1M due to the new Husky Holdings agreement and CompoSecure growth. However, consolidated results showed an operating loss of $5.8M versus $25.6M income, with net sales at $407.8M but weighed down by SG&A expenses of $162.6M (up from $28.9M), interest expense $30.1M (from $3.5M), and a $106.8M loss on debt extinguishment, leading to operating cash use of $116.8M versus $18.4M provided. The company repurchased $38.0M in common shares amid balance sheet expansion from GPGI Holdings consolidation.

• ·Consolidated balance sheet total assets increased to $6,215.0M from $333.4M due to GPGI Holdings consolidation.
• ·Long-term debt increased to $2,178.3M from $169.8M.
• ·Cash and cash equivalents decreased to $113.1M from $161.4M QoQ.
• ·Equity-based compensation expense $2.3M in Q1 2026 vs $6.0M YoY.

07-05-2026

On May 4, 2026, the Board of Directors of Nakamoto Inc. approved a revised form of director and officer indemnification agreement and entered into such agreements with each current director and officer, superseding the previous form. The agreements enhance indemnification rights and expense advancement to the fullest extent permitted by Delaware law, subject to limitations for fraud or willful misconduct, and include provisions for insurance maintenance and independent counsel post-change in control. No financial terms or compensation amounts were disclosed.

• ·Agreements filed as Exhibit 10.1.
• ·Securities: Common Stock (NAKA) on Nasdaq; Tradeable Warrants (NAKAW) on OTC Pink.

07-05-2026

Shake Shack Inc. (NYSE: SHAK) announced the appointment of Michelle Hook as Chief Financial Officer, effective May 11, 2026, to lead financial operations including accounting, treasury, FP&A, tax, investor relations, and external reporting. Ms. Hook joins from Portillo’s where she served as CFO since December 2020 and previously spent over 17 years at Domino’s Pizza, Inc. The company operates over 685 locations system-wide, including over 440 in the U.S. and over 245 internationally.

• ·Ms. Hook previously led finance, supply chain, and IT at Portillo’s, helped take it public in 2021.
• ·At Domino’s, Ms. Hook was VP of Finance for global FP&A and investor relations.
• ·Ms. Hook holds an MBA from University of Michigan, B.A. in accounting from Michigan State University, and is a CPA.
• ·Original Shack opened in 2004 in NYC’s Madison Square Park.

07-05-2026

enGene announced updated interim results from the Phase 2 LEGEND pivotal cohort (n=125 BCG-unresponsive NMIBC patients), achieving 54% complete response (CR) rate at any time and 43% at six months, with low progression to muscle-invasive disease (3.2%) and favorable tolerability (55% TRAEs, mostly Grade 1-2; 2.4% discontinuation). However, Kaplan-Meier 12-month CR rate is 25% with median duration of response of 37.3 weeks, below hopes for durability, and recent patients (n=32) showed lower CR rates of 39% at any time and 32% at six months. The company plans FDA engagement for potential BLA filing and presentation at AUA on May 15, 2026.

• ·91% of CRs occurred at first disease assessment
• ·Median DoR: 37.3 weeks (95% CI: 31.6-43.9 weeks)
• ·Of 6-month responders: 37/44 in CR at 9 months; 13/22 at 12 months
• ·Most common TRAEs: fatigue (22%), dysuria (14%), micturition urgency (12%), pollakiuria (12%), bladder spasm (11%)
• ·Webcast held May 7, 2026 at 8:00 a.m. ET; FDA manufacturing validation batches completed; SAP submitted

07-05-2026

Angelini Pharma S.p.A. has agreed to acquire Catalyst Pharmaceuticals, Inc. (CPRX) for $31.50 per share in cash, totaling approximately $4.1 billion USD (equivalent to 3.5 billion euros), representing premiums of 21% to the unaffected closing price and 28% to the 30-day VWAP as of April 22, 2026. The transaction, unanimously approved by both boards, is expected to close in Q3 2026 subject to stockholder approval, regulatory clearances, and customary conditions, marking Angelini Pharma's U.S. market entry. Separately, Catalyst resolved all pending FIRDAPSE patent litigation with Hetero USA, Inc. and affiliates via a settlement agreement.

• ·Acquisition financed with cash and debt; no financing condition.
• ·Catalyst to become wholly owned subsidiary of Angelini Pharma post-merger.
• ·Financial advisors: Centerview Partners (lead for Angelini), J.P. Morgan (sole for Catalyst).
• ·Catalyst's 2026 annual stockholder meeting suspended due to transaction.
• ·Settlement with Hetero terminates all FIRDAPSE patent litigation; to be submitted to FTC and DOJ.

07-05-2026

On May 6, 2026, at Rogers Corporation's annual shareholder meeting, all nine director nominees were elected with strong support exceeding 16 million 'For' votes each and minimal 'Withheld' votes. Shareholders also ratified PricewaterhouseCoopers LLP as the independent auditors for the fiscal year ending December 31, 2026 (16,735,256 For), approved the 2025 named executive officer compensation on an advisory basis (15,944,114 For), and approved the 2026 Employee Stock Purchase Plan authorizing 200,000 shares plus remaining shares from the prior plan. No proposals failed, with opposition below 3% in all cases.

• ·2026 ESPP replaces prior plan for offering periods starting June 16, 2026 (prior plan ends June 15, 2026)
• ·Proxy statement filed March 24, 2026
• ·Detailed voting: 2026 ESPP - 16,315,597 For, 34,691 Against, 32,795 Abstain

07-05-2026

Commerce Bancshares, Inc. announced that Mr. Benjamin F. Rassieur, III retired from its Board of Directors effective May 7, 2026, due to the company's mandatory retirement requirements. He had served as a Board member since 1997 and was a member and former chairman of the Audit and Risk Committee. No successor was mentioned in the filing.

07-05-2026

Arcturus Therapeutics reported Q1 2026 financial results with total revenue of $2.1 million, down $27.3 million or 93% YoY due to lower CSL collaboration and pivot to rare diseases, while operating expenses decreased 33% YoY to $31.0 million; however, net loss widened to $27.0 million from $14.1 million YoY. Positively, the company initiated enrollment earlier than expected for the ARCT-032 12-week Phase 2 CF study (up to 20 Class I participants), received FDA Type C meeting guidance for pediatric ARCT-810 OTC program with EOP2 meeting planned H2 2026, appointed new CMO Alan H. Cohen and CFO Dennis M. Mulroy, and maintained $213.4 million in cash providing runway beyond Q2 2028.

• ·Cash runway extends beyond second quarter of 2028.
• ·ARCT-032 Phase 2 study monitors 10 mg dosing over 12 weeks for safety, ppFEV1, LCI, quality-of-life measures, and HRCT imaging.
• ·Meiji preparing KOSTAIVE® for 2026/2027 season with 2-dose vial.
• ·Earnings call held May 7, 2026 at 4:30 p.m. ET.

07-05-2026

Power Integrations Inc filed an 8-K on 2026-05-07 disclosing an officer change under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers), results of operations and financial condition under Item 2.02, and financial statements and exhibits under Item 9.01. No specific details on the officer involved, nature of the change, reasons, financial metrics, or performance comparisons are disclosed. Sector is not specified.

• ·AccNo: 0000833640-26-000076
• ·Filing size: 781 KB
• ·Event date: 2026-05-07

07-05-2026

BranchOut Food Inc. received $750,000 in cash proceeds from Kaufman Kapital LLC's full exercise of a warrant for 500,000 shares of common stock at $1.50 per share. Concurrently, the parties amended a $3,400,000 senior secured convertible promissory note by extending its maturity from December 31, 2026, to December 31, 2027, and reducing the interest rate from 12% to 8%; however, the amendment restricts the Company from prepaying more than $2,400,000 of principal prior to September 30, 2027, potentially limiting liquidity flexibility. The Company agreed to file a registration statement within 30 days for resale of the warrant shares and, upon request, for shares issuable from interest conversions.

• ·Warrant originally issued to Kaufman on July 15, 2024
• ·Convertible note originally issued on July 15, 2024
• ·Company to file additional registration statement within 30 days of Kaufman's request for interest conversion shares

07-05-2026

The Joint Corp. reported first quarter 2026 revenues of $14.8 million, up 13% YoY from $13.1 million, with consolidated net income rising 34% to $1.3 million and Adjusted EBITDA increasing 22% to $3.5 million. However, system-wide sales declined 4.9% to $126.1 million, comparable sales fell 4.2%, and total clinic count decreased to 943 from 960 at December 31, 2025. The company repurchased $1.1 million in shares and progressed refranchising efforts, including a $2.3 million agreement to sell 45 clinics to Elite Chiro Group.

• ·Cash flow from operating activities improved to $(1.5) million from $(3.7) million YoY.
• ·Free cash flow improved to $(1.7) million from $(4.0) million YoY.
• ·2026 guidance: System-wide sales $519-552 million; system-wide comp sales -3% to 3%; consolidated Adjusted EBITDA $12.5-13.5 million; new franchised openings 30-35 (net clinic count expected lower than 2025 year-end).
• ·Undrawn $20 million line of credit available through August 2029.
• ·Repurchased rights to three regional developer territories.

07-05-2026

Telos Corporation held its annual stockholder meeting on May 7, 2026, where seven directors were elected by plurality vote, PricewaterhouseCoopers LLP was ratified as independent auditors for FY 2026, Amendment No. 2 to the 2016 Omnibus Long-Term Incentive Plan was approved to increase available shares by 5,380,000, and the say-on-pay proposal received majority approval. All proposals passed with strong support, though the incentive plan had notable opposition (5,837,559 against) and broker non-votes (7,719,872). Director elections saw varying levels of support, with David Borland receiving the lowest FOR votes at 44,173,074 amid 10,697,281 withheld.

• ·Director election votes - WITHHELD: John B. Wood (2,331,230), David Borland (10,697,281), Maj. John W. Maluda (2,295,302), Bonnie Carroll (2,830,510), Derrick D. Dockery (2,773,307), Brad Jacobs (1,965,556), Fredrick D. Schaufeld (1,639,801)
• ·Auditor ratification: AGAINST 121,460, ABSTAIN 16,880
• ·Incentive plan: AGAINST 5,837,559, ABSTAIN 23,418
• ·Say-on-pay: AGAINST 1,649,451, ABSTAIN 28,207

07-05-2026

At the 2026 Annual Meeting of Shareholders on May 7, 2026, Steven L. Waechter's term as Class III director ended due to the Company's Corporate Governance Principles requiring directors to be 75 or younger at nomination, with no disagreements on operations; the Board size reduced from 10 to 9 members. Shareholders elected Melvin F. Parker, Ross S. Niebergall, and Jeremy C. Wensinger as Class III Directors for three-year terms, ratified RSM US LLP as independent auditors for fiscal year 2026, and approved named executive officer compensation for fiscal year 2025 on an advisory basis, all with majority support.

• ·Gerard A. Fasano to replace Steven L. Waechter on Compensation and Human Capital Committee effective May 8, 2026.
• ·Nicole B. Theophilus to replace Steven L. Waechter on Nominating and Governance Committee effective May 8, 2026.
• ·Class III Directors elected for terms expiring at 2029 Annual Meeting.
• ·One Class III director position eliminated.

07-05-2026

Entergy Corporation entered into forward sale agreements on May 5, 2026, with Wells Fargo Bank, Citibank, N.A., Barclays Bank PLC, and The Bank of Nova Scotia for an aggregate of 19,247,788 shares of common stock at an initial forward sale price of $110.74 per share, with settlement at the company's election on or prior to April 30, 2028. In connection, forward sellers sold these borrowed shares via an underwriting agreement with representatives including Wells Fargo Securities, LLC, granting an option for an additional 2,887,168 shares; the offering closed on May 7, 2026. Physical or net share settlement may result in dilution to earnings per share, while cash settlement could involve payments based on market price versus forward price.

• ·Forward sale price subject to daily adjustments based on overnight bank funding rate less a spread, and decreases on specified dates.
• ·Forward purchasers may accelerate settlement under certain circumstances, including borrowing difficulties, excess dividends, ownership thresholds, extraordinary events, or defaults.

07-05-2026

Devon Energy Corp (DE) filed an 8-K on 2026-05-07 (AccNo: 0001193125-26-211971, size 256 KB) announcing the completion of an acquisition or disposition of assets under Item 2.01, alongside departure/election of directors or officers and compensatory arrangements under Item 5.02, amendments to articles of incorporation or bylaws under Item 5.03, Regulation FD disclosure under Item 7.01, and financial statements/exhibits under Item 9.01. No specific transaction details, parties, values, financial metrics, or performance changes (positive, negative, or flat) are disclosed. The filing is informational on event completion and governance updates without quantified impacts.

• ·AccNo: 0001193125-26-211971
• ·File size: 256 KB

07-05-2026

On May 1, 2026, Adam Appleby informed Conduent Inc. that he is resigning from his position as Executive Vice President, Public Sector Solutions, effective May 19, 2026, to pursue other professional endeavors. He will remain through May 19 to ensure a smooth transition. The resignation is not due to any disagreement with the company's financial reporting, operations, policies, practices, or any other matter.

07-05-2026

GigCapital7 entered into Non-Redemption Agreements and a Forward Purchase Agreement dated May 6, 2026, with certain investors (Sellers) for up to a maximum of 546,219 Ordinary Shares in connection with its pending Business Combination with the Company, under which GigCapital7 will domesticate to Delaware and rename to Hadron Energy, Inc. The agreements provide for prepayment from the Trust Account at the redemption price per share, restrict Seller sales below $12.00 per share until maturity six months post-Closing, and include waivers of redemption rights to reduce redemptions ahead of the shareholder vote. No financial settlement amounts are specified beyond share count and per-share pricing, with physical settlement offsetting the prepayment.

• ·Forward Purchase Agreement Maturity Date is six months following Closing Date
• ·Business Combination Agreement originally entered September 27, 2025
• ·Proxy Statement record date: April 15, 2026
• ·GigCapital7 10-K for FY ended December 31, 2025 filed March 6, 2026
• ·Sellers waive redemption rights during term of Forward Purchase Agreement

07-05-2026

GE Aerospace held its annual shareholders meeting on May 5, 2026, where all nine director nominees were elected with strong majorities (ranging from 93% to 99% support excluding broker non-votes), and management proposals including Say on Pay, Amended LTIP (reserving 50 million shares), ESPP, and auditor ratification passed overwhelmingly. However, the shareholder proposal requesting a report on defense-related products failed decisively with only 64,780,529 votes in favor versus 712,594,807 against.

• ·Director elections showed notable opposition for Thomas Horton (32,645,104 against) and H. Lawrence Culp, Jr. (25,814,583 against).
• ·Auditor ratification (Deloitte & Touche LLP) received 890,062,125 for votes with 0 broker non-votes.
• ·Amended LTIP extends term to May 5, 2036; terms detailed in proxy statement filed March 12, 2026.

07-05-2026

At the 2026 Annual Meeting on May 6, Enbridge Inc. shareholders elected all 12 director nominees with strong support ranging from 95.03% (Steven W. Williams) to 99.09% (M.M. Ashar), approved PricewaterhouseCoopers LLP as auditors at 91.89%, say-on-pay advisory vote at 95.58%, and reconfirmed the Shareholder Rights Plan at 95.82%. All proposals passed decisively, though auditor appointment saw the lowest approval at 91.89% with 8.11% withheld. The amended Rights Plan, effective since 1995, next requires approval in 2029 and triggers rights at 20% ownership thresholds to ensure fair treatment in takeovers.

• ·Rights Plan triggers at 20% ownership acquisition without Board approval, allowing other shareholders to buy shares at 50% discount
• ·Rights Plan must next be approved at 2029 annual meeting or it ceases
• ·Original Rights Plan effective November 9, 1995

07-05-2026

Mastercard Incorporated announced on May 5, 2026, that Sandra Arkell, the Company's Corporate Controller and principal accounting officer, will assume the role of Chief Audit Executive effective August 3, 2026, stepping down from her current position. Chris Mullett, age 52, who joined the Company in November 2017 and has served as Chief Financial Officer, Europe since May 2023, will succeed her as Corporate Controller and principal accounting officer on the same date. Mr. Mullett will receive a base salary and benefits consistent with his position and Company plans.

• ·Chris Mullett previously served as Chief Financial Officer, Technology and Regional Controller, Asia Pacific.
• ·Mr. Mullett is eligible for the Mastercard International Annual Incentive Compensation Plan and Mastercard International Change-in-Control Severance Plan.
• ·Filing signed by Gina Accordino on May 7, 2026.

07-05-2026

Amtech Systems, Inc. appointed Guy Shechter, age 57, as President and Chief Operating Officer effective May 19, 2026, reporting to CEO Robert C. Daigle. Shechter has prior leadership experience at Yield Engineering Systems (2021-2026) and Veeco Instruments (2007-2020). Compensation includes an annual base salary of $400,000, target bonus of 50% of base salary, 50,000 stock options, $10,000 monthly payments for first six months, and up to $25,000 relocation support, with severance provisions for change in control or termination without cause.

• ·Offer letter dated March 9, 2026; at-will employment
• ·Stock options subject to Board approval; vest in three equal annual installments
• ·No arrangements, family relationships, or material interests under Item 404(a) of Regulation S-K
• ·Board approval date: May 5, 2026; filing date: May 7, 2026

07-05-2026

On May 7, 2026, Life Time Group Holdings, Inc. consummated the repurchase of 2,192,500 shares of its common stock for an aggregate purchase price of approximately $62,705,000 from certain selling stockholders, including affiliates of Leonard Green & Partners, L.P., TPG Inc., and Partners Group (USA) Inc., pursuant to a Share Repurchase Agreement dated May 5, 2026. The transaction was executed under the Company's stock repurchase program approved by its board of directors in February 2026. No declines or flat metrics reported in this filing.

07-05-2026

Ocugen, Inc. completed a private offering of $115.0 million aggregate principal amount of 6.75% Convertible Senior Notes due 2034, generating net proceeds of approximately $99.5 million after discounts and expenses. The company used $32.7 million of the net proceeds to fully repay the outstanding principal, accrued interest, prepayment fee, and expenses under the Avenue Loan Agreement, terminating that agreement. As-adjusted cash, cash equivalents, and restricted cash as of March 31, 2026, is estimated at $99.0 million for general corporate purposes.

• ·Notes mature on May 15, 2034; interest payable semi-annually starting November 15, 2026.
• ·Conversion not permitted before earliest of May 15, 2027 or reserved share effective date; initially cash settlement only until reserved share effective date.
• ·Company may redeem notes for cash on or after May 15, 2029 if stock price >=130% of conversion price for specified period.
• ·Holders may require repurchase on May 15, 2032 or upon fundamental change.
• ·Events of default include payment defaults, conversion failures, cross-defaults on >$10.0M indebtedness, and bankruptcy events.

07-05-2026

On May 1, 2026, Wellgistics, LLC, a wholly owned subsidiary of Wellgistics Health, Inc. (WGRX), entered into a Forbearance Agreement with Marco Capital, Inc., acknowledging approximately $1.77 million in outstanding obligations under a November 22, 2024 loan agreement. Marco Capital agreed to forbear from exercising remedies until June 15, 2026, in exchange for bi-weekly payments of $50,000 starting May 5, 2026, and potential repayment from future financing proceeds. The obligations now accrue interest at Term SOFR plus 11.5% per annum from May 5, 2026.

• ·Original loan dated November 22, 2024
• ·Forbearance period ends June 15, 2026
• ·Filing date: May 7, 2026

07-05-2026

Century Casinos Inc. (/CO/) filed an 8-K on 2026-05-07 disclosing an officer change event under Item 5.02, covering departures of directors or certain officers, elections of directors, appointments of certain officers, and compensatory arrangements. Item 9.01 references financial statements and exhibits. No specific details on positions affected, individuals involved, reasons for change, or quantitative data are provided.

• ·AccNo: 0000911147-26-000018
• ·Event date: May 07, 2026
• ·Sector: not specified

07-05-2026

Fox Factory Holding Corp. reported first quarter fiscal 2026 net sales of $368.7 million, up 3.9% YoY to the high end of guidance, with Powered Vehicles Group (PVG) sales rising 17.4% to $143.4 million, Aftermarket Applications Group (AAG) up 2.6% to $114.8 million, but Specialty Sports Group (SSG) declining 8.7% to $110.5 million. Adjusted EBITDA of $35.7 million exceeded guidance but declined from $39.6 million YoY with margin contracting to 9.7% from 11.2%, while gross margin fell to 28.9% from 30.9%; net loss was $15.0 million versus $259.7 million prior year (impacted by goodwill impairment). The company completed divestiture of Phoenix AAG operations (Shock Therapy, Upfit UTV, Geiser) with proceeds for debt reduction and reaffirmed $50 million fiscal 2026 cost savings.

• ·Q2 FY2026 guidance: Net sales $343M-$365M; Adjusted EBITDA $32M-$40M.
• ·FY2026 guidance reaffirmed: Net sales $1.328B-$1.416B; Adjusted EBITDA $174M-$203M.
• ·Total operating expenses $100.4M (27.2% of sales) vs. $360.3M (101.5%) prior year.
• ·Total debt increased to $688.2M from $673.5M QoQ.
• ·Credit agreement amended in May to expand net leverage covenant to 5.0x from 4.5x.

07-05-2026

ARTIVION, INC. filed a Form 8-K on 2026-05-07 under Accession No. 0001628280-26-032097, reporting entry into a material definitive agreement (Item 1.01) and results of operations and financial condition (Item 2.02), with financial statements and exhibits provided (Item 9.01). This is a multi-item filing with no specific transaction details, dollar values, financial metrics, or period-over-period comparisons disclosed in the provided information. No positive or negative performance indicators are available.

07-05-2026

Kodiak AI reported Q1 2026 revenue of $1.8 million, up 74% quarter-over-quarter, with strong operational scaling including 28 Customer-Owned Driverless Vehicles (40% QoQ growth) and over 23,500 cumulative hours of paid driverless operations (120% increase QoQ). The company announced a $100 million PIPE financing to bolster liquidity, which ended Q1 at $90.2 million in cash and marketable securities. However, Q1 net cash used in operating activities was $29.5 million and Free Cash Flow was negative $35.0 million, reflecting high cash burn amid growth investments.

• ·Announced conferences: Bank of America Industrials Conference on May 12, 2026; J.P. Morgan Global Technology, Media, and Communications Conference on May 19, 2026; TD Cowen 54th Annual Technology, Media & Telecom Conference on May 27, 2026.
• ·Property and equipment, net increased to $29.746 million at Q1 end from $26.553 million at Q4 end.
• ·Long-haul driverless launch targeted for late 2026.

07-05-2026

GeoVax Labs, Inc. (Nasdaq: GOVX) entered into a warrant inducement agreement with existing institutional investors for the immediate exercise of existing warrants to purchase 501,144 shares of common stock, generating gross cash proceeds of approximately $595,000 before fees, to be used for working capital and general corporate purposes. In exchange, investors will receive new unregistered warrants to purchase up to 1,002,288 shares at an exercise price of $1.65, exercisable after shareholder approval and expiring five years thereafter. The transaction closing is expected on or about May 8, 2026.

• ·New warrants initially exercisable upon shareholder approval (Approval Date) and expire 5 years following Approval Date.
• ·Private placement relies on Section 4(a)(2) of Securities Act and Regulation D exemption.
• ·GEO-MVA advancing to pivotal Phase 3 trial in second half of 2026.
• ·Gedeptin completed multicenter Phase 1/2 trial in advanced head and neck cancer.

07-05-2026

On May 4, 2026, the Board of Trustees of New Mountain Private Credit Fund appointed Laura C. Holson as interim Chief Financial Officer and Treasurer, effective May 29, 2026, until a permanent successor is identified. Ms. Holson, age 40, continues in her role as Chief Operating Officer of the Company and serves as a Managing Director at New Mountain Capital, L.L.C., where she has worked since 2009. The investment adviser confirmed adequate staffing support, with no arrangements, family relationships, or reportable transactions involved.

• ·Ms. Holson has been Chief Operating Officer of New Mountain Capital’s credit platform since January 2022 and of the Company since February 2022.
• ·Previously held roles including Head of Capital Markets at New Mountain Capital; member of credit team for over 13 years.
• ·Registrant is an emerging growth company.

07-05-2026

Suncrete, Inc. (Nasdaq: RMIX) completed the acquisition of Nelson Bros. Ready Mix, LLC, adding 9 ready-mix plants and 124 mixer trucks across eight North Texas markets to its Hope Concrete platform. This marks Suncrete's second Texas acquisition, expanding its footprint into fast-growing areas around Dallas and Fort Worth. CEO Randall Edgar praised Nelson Bros.' reputation for quality and service since 1951, with no challenges or integration risks highlighted in the announcement.

• ·Nelson Bros. headquartered in Lewisville, Texas, with operations in seven additional Texas cities.
• ·Nelson Bros. is a partner of the Dallas Cowboys.
• ·Nelson Bros. founded in 1951 (75 years of operation).

07-05-2026

Ring Energy reported Q1 2026 average daily sales volumes of 19,351 Boe/d and 12,276 Bo/d of oil, meeting guidance midpoints and up 5% and 2% YoY respectively, though down 6% QoQ; revenues reached $73.7 million, up 10% QoQ but down 7% YoY. The company recorded a net loss of $220.6 million driven by a $162.1 million non-cash ceiling test impairment and $77.0 million unrealized derivative loss, offset by Adjusted Net Income of $7.4 million, Adjusted EBITDA of $38.3 million flat QoQ, and $25.9 million net cash from operations for the 26th consecutive positive quarter. LOE of $10.41 per Boe beat guidance by 3%, while Adjusted Free Cash Flow fell 96% QoQ and 97% YoY to $0.2 million.

• ·Sold ~200 Boe/d non-operated NWS assets for $4.5 million (4.5x estimated NTM cash flow).
• ·Borrowings increased $6 million to $426 million from $420 million at Dec 31, 2025; borrowing base $585 million.
• ·Hedged ~72% of 2026 oil sales guidance at $73.27 average and ~73% natural gas at $3.78 average through Dec 2026.
• ·Q2-Q4 2026 guidance: Total oil sales midpoint 12,950-13,300 Bo/d; total Boe/d 20,200-20,600; capex midpoint $32-21 million.
• ·Drilled 5 horizontal wells in Northwest Shelf (91% WI), completed 1 horizontal DUC and 1 vertical in Central Basin Platform (100% WI).

07-05-2026

A10 Networks, Inc. terminated Sheen Khoury as Executive Vice President, Worldwide Sales and Marketing, effective immediately on April 27, 2026. The company executed a Separation Agreement on May 2, 2026, providing for accelerated vesting of 11,667 restricted stock units and 21,385 performance-based restricted stock units under the 2023 Stock Incentive Plan upon effectiveness, with no other compensation or benefits provided.

• ·Separation Agreement effective on the eighth day after Mr. Khoury signed, provided it is not revoked by either party.
• ·Filing date: May 07, 2026; Date of earliest event: May 02, 2026.