US Material Events SEC 8-K Filings — September 09, 2026

09-09-2026

Signet Jewelers reported Q2 FY2027 results with same-store sales growth of 2.2% and adjusted operating income rising to $107.2M from $85.4M a year ago. However, total sales were essentially flat at $1,528.1M vs $1,535.1M in Q2 FY2026, and the company guided Q3 same-store sales as low as -1.0%. Management raised full-year adjusted EPS guidance by over 10% to $10.45-$12.15, announced a $125M accelerated share repurchase program, and expanded the share repurchase authorization by $385M to $700M.

• · Q3 FY2027 sales guidance of $1.37B to $1.41B, with same-store sales ranging from -1.0% to +2.0%
• · Full-year FY2027 adjusted EBITDA guidance raised to $730M-$800M from prior $665M-$745M
• · New consumer credit agreement with Bread Financial extends through December 2035, includes profit-sharing and signing bonus
• · Approximately $60M-$80M net revenue reduction expected from James Allen brand transition
• · Annual tax rate guidance of 23%-25%
• · Planned capital expenditures of $150M-$180M
• · Net square footage decrease of low single digit for the year
• · Q2 FY2027 included $0.86 per share negative impact from asset impairments net of taxes
• · Dividend of $0.35 per share declared for Q3 FY2027, payable November 20, 2026
• · After completion of anticipated ASR, approximately $575M in share repurchase authorization would remain

09-09-2026

VSee Health, Inc. entered into a Strata Purchase Agreement with Clearthink Capital Partners, LLC on September 2, 2026, securing a commitment of up to $5.0 million in equity funding over a 36-month period. The company issued 40,000 Commitment Fee Shares to Clearthink as consideration. While this provides a potential capital source, the actual proceeds are uncertain and depend on market conditions, stock price, and the company's ability to meet conditions, with Clearthink having the option to decline purchases if the stock price materially declines.

• · The purchase price is set at 85% of the lowest daily closing price during the 10 trading days preceding the purchase date, representing a significant discount.
• · Clearthink can decline a purchase if the company's share price has materially declined, making the purchase negatively valued at the onset.
• · The company may terminate the agreement at any time at no cost or penalty, with one business day notice.
• · The agreement prohibits sales that would give Clearthink beneficial ownership exceeding 9.99% of outstanding common stock.
• · Proceeds are expected to be used for working capital and general corporate purposes.

09-09-2026

Rallybio Corp announced that CFO Jonathan Lieber will transition to part-time employment effective September 15, 2026, with a reduced base salary of $420,000 and no annual bonus for 2026 or later years. His employment will terminate upon the closing of Rallybio's pending business combination with Avenzo Therapeutics, Inc., unless earlier terminated. The move signals cost-saving measures ahead of the merger, but also indicates a leadership transition that may create uncertainty during the integration period.

• · CFO Jonathan Lieber will remain CFO and Principal Financial Officer with same duties and authority despite part-time status.
• · The employment side letter was signed on September 8, 2026, effective September 15, 2026.
• · Lieber's employment terminates upon closing of the pending business combination with Avenzo Therapeutics, Inc., per the Agreement and Plan of Merger and Reorganization dated May 31, 2026.
• · Upon termination, Lieber is entitled to severance payments per his February 1, 2023 Employment Agreement and the Second Amendment (filed as Exhibit 10.24 to the 2023 10-K and Exhibit 10.8 to the June 1, 2026 8-K).
• · The company is an emerging growth company and has not elected to use the extended transition period for new accounting standards.

09-09-2026

BJ's Restaurants, Inc. appointed Christopher W. Brandt and James D. White as independent directors to its Board, effective September 3, 2026, expanding the board to ten members. Mr. Brandt brings extensive brand and marketing experience from Chipotle Mexican Grill, Bloomin' Brands, and Taco Bell, while Mr. White contributes public company directorship and CEO experience from Jamba Juice and other firms. The appointments are intended to strengthen the board's expertise in brand marketing and operational leadership to support long-term growth.

• · Mr. Brandt will serve on the Governance and Nominating Committee; Mr. White will serve on the Compensation Committee.
• · Mr. Brandt was President, Chief Brand Officer, and Chief Marketing Officer at Chipotle Mexican Grill from 2018 to 2026.
• · Mr. White co-founded JDWhite Design Labs in 2020, advising CEOs on organizational purpose and design.
• · BJ's has earned over 270 brewing medals since 1996, including the 2025 Questex Vibe Vista Award for Best Beer Program and top rankings at the 2026 World Beer Cup and North American Beer Awards.

09-09-2026

Amazon elected Kevin R. Mandia, a cybersecurity veteran and former CEO of Mandiant, to its Board of Directors on September 8, 2026. He was also appointed to the Audit and Security Committees. In connection with his election, he received a restricted stock unit award of 4,086 shares vesting over three years. Additionally, the filing discloses that Kristin Mandia, the sister-in-law of Mr. Mandia, is an Amazon employee with an annual salary of $185,000 and a 103-share RSU award, with compensation stated as consistent with peers.

• · Kevin Mandia served as CEO of Mandiant from June 2016 to July 2024 and as a director from February 2016 to September 2022.
• · Mandiant was acquired by Google LLC in September 2022.
• · Kevin Mandia co-founded Ballistic Ventures and has been a General Partner since June 2024.
• · He founded Armadin, Inc. in September 2025 and serves as its CEO.
• · The RSU award for Kevin Mandia vests in three equal annual installments beginning November 15, 2027.
• · Kristin Mandia's RSU award vests over 1.9 years.
• · The indemnification agreement for directors was filed as an exhibit to Amendment No. 1 to the Company's Registration Statement on Form S-1 (Registration No. 333-23795), filed April 21, 1997.

09-09-2026

Black Pearl Equities completed its tender offer for all outstanding shares of Selectis Health, Inc. at $5.75 per share in cash, with 2,789,027 shares tendered (90.93% of outstanding shares). The acquisition will proceed via a short-form merger under Utah law, converting remaining shares to the same cash price, making Selectis an indirect wholly owned subsidiary. The transaction represents a full acquisition of the company, with no negative financial metrics reported in the filing.

• · Tender offer expired at 5:00 p.m. New York City time on August 31, 2026.
• · Merger will be completed without a stockholder vote under Section 16-10a-1108 of the Utah Revised Business Corporation Act.
• · Selectis operates eight properties in Arkansas and Oklahoma, providing skilled nursing, assisted living, and independent living services.
• · Reimbursement sources include Medicare, Medicaid, and private pay arrangements.
• · Information agent: Laurel Hill Advisory Group (toll-free (844) 305-2265, email [email protected]).
• · Depositary: Broadridge Corporate Issuer Solutions, LLC.

09-09-2026

Unite Acquisition 2 Corp. filed an 8-K on September 9, 2026, including audited consolidated financial statements of Blue Laser Fusion, Inc. for the years ended December 31, 2025 and 2024, as Exhibit 99.1. The filing indicates a business combination transaction between the SPAC and Blue Laser Fusion, a fusion energy company. The financial statements show the company's financial position and results, but no specific revenue or net income figures are provided in the excerpt; the auditor's opinion is unqualified.

• · Auditor: PCAOB-registered firm, served as auditor since 2026.
• · Audit location: San Francisco, California.
• · Audit report date: June 11, 2026.
• · Financial statements include balance sheets, statements of operations and comprehensive loss, changes in convertible preferred stock and stockholders’ deficit, and cash flows.
• · No opinion expressed on internal control over financial reporting.

09-09-2026

Carlyle Credit Solutions, Inc. (the Predecessor Fund) has entered into an Agreement and Plan of Reorganization to merge into a newly created Delaware statutory trust, New Carlyle Credit Solutions (the Successor Fund), in a tax-free reorganization under Section 368(a) of the Internal Revenue Code. Predecessor Fund stockholders will receive one Successor Fund Share for each Predecessor Fund Share, with the Predecessor Fund deemed the accounting and performance survivor. The merger is subject to stockholder approval and other closing conditions, with closing to occur no later than 60 days after conditions are satisfied.

• · The Successor Fund is a newly created Delaware statutory trust with no assets and no business activities prior to the merger.
• · The merger is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.
• · The Predecessor Fund is a closed-end management investment company regulated as a business development company under the 1940 Act.
• · The Adviser will acquire Successor Fund Shares at a price not less than net asset value and, as sole shareholder, approve the advisory agreement and elect trustees.
• · The merger will be effective upon filing articles of merger in Maryland and a certificate of merger in Delaware.
• · The Predecessor Fund's financial statements as of December 31, 2025, have been audited and fairly reflect its financial condition.
• · Closing will occur no later than 60 days after satisfaction or waiver of all closing conditions.

09-09-2026

Xylem Inc. entered into a five-year revolving credit facility agreement dated September 8, 2026, with a syndicate of lenders led by Citibank as administrative agent. The facility includes sustainability-linked pricing adjustments based on key performance indicators, and the company's borrowing costs are tied to its credit ratings. No financial amounts or performance metrics were disclosed in this filing.

• · The credit facility includes a sustainability-linked pricing mechanism with adjustments to spreads and facility fees based on sustainability KPIs.
• · Pricing grid is tied to credit ratings from Moody's, S&P, and Fitch, with spreads ranging from 0.920% to 1.300% for term benchmark loans.
• · The agreement includes provisions for borrowing subsidiaries and a leverage ratio covenant.

09-09-2026

Champion Safe Company, a subsidiary of American Rebel Holdings, participated in the 2026 Nation's Best Sports Fall Semi-Annual Market (Aug 24-27) to deepen dealer partnerships and gather market insights. The company highlighted its focus on manufacturing execution and fulfillment following a recent strategic growth capital investment, with additional resources directed toward production and operations. No specific financial figures or quantitative performance metrics were disclosed in the filing.

• · Champion Safe has been manufacturing safes for over 25 years.
• · NBS represents more than 460 retail members and works with more than 1,500 vendor partners across the U.S., Canada, and Puerto Rico.
• · NBS is celebrating its 70th anniversary in 2026.
• · The company expects insights from the market to inform decisions across sales, marketing, product, and operations for the second half of 2026.

09-09-2026

Zions Bancorporation announced that Brian Stringham (age 51) will succeed Jason Arbuckle as Senior Vice President and Corporate Controller, effective September 7, 2026, becoming the principal accounting officer. Arbuckle will transition to Senior Director of Corporate Finance and Transformation. The filing contains no financial data or performance metrics.

• · Brian Stringham joined the Bank in 2003 and served as Assistant Corporate Controller and Director of External Financial Reporting since 2020.
• · Stringham previously oversaw accounting and reporting of the Bank's credit and lending activities.
• · No family relationships, arrangements, or reportable transactions involving Stringham were disclosed.
• · Stringham will participate in compensation and benefit plans generally available to similarly situated executive officers.

09-09-2026

Coronado Global Resources Inc. terminated Group COO Craig Manz by reason of redundancy, effective November 13, 2026, and restructured the role into two separate interim COO positions for the U.S. and Australia. Brett Holbrook (Interim COO, U.S.) will receive an annual base salary of US$416,000, while Shaun Newberry (Interim COO, Australia) will receive AU$512,569.50 per annum. The restructuring aims to align operational performance at the asset level, but the departure of a senior executive and the interim nature of the appointments introduce transitional risk.

• · Craig Manz's employment terminated by reason of redundancy; he will remain through November 13, 2026 for transition.
• · The Group COO role was restructured into two positions: Interim COO, U.S. and Interim COO, Australia.
• · Brett Holbrook, age 66, has served as Head of Operations (U.S.) since August 2021 and previously as General Manager of Buchanan Mining Complex.
• · Shaun Newberry, age 54, has served as Head of Operations (Australia) since June 2025 and previously held executive roles at Thiess Limited.
• · Holbrook's term expires December 31, 2026, with automatic annual extensions unless notice given by September 30.
• · Newberry's employment may be terminated by either party with three months' notice; redundancy payments follow Australian legislation.
• · Both appointees are subject to one-year post-termination non-compete and non-solicit restrictions.

09-09-2026

Teleflex appointed veteran medical technology executive Sean M. Salmon to its Board of Directors, effective September 8, 2026. Mr. Salmon brings over 30 years of experience, including more than 20 years at Medtronic where he most recently served as Executive Vice President and President of its Cardiovascular Portfolio (fiscal 2025 revenue ~$12.5B). The appointment continues the Board's refreshment, with one third of the Board refreshed in 2026 alone, and the Board now comprises nine directors, eight of whom are independent.

• · Mr. Salmon will serve on the Growth and Operating Committee, established earlier in 2026 to support strategic transformation.
• · Mr. Salmon holds an MBA from the Kellogg School of Management and a B.S. in Applied Physiology from Boston University.
• · Since December 2025, Mr. Salmon has owned Zamboni Holdings, LLC, providing consulting and advisory services.

09-09-2026

Avalanche Treasury Corp expanded its board from three to four directors, appointing Virginia Gambale effective September 8, 2026, and adding her to the audit committee. Concurrently, Gerald Bartholomew Smith resigned from the audit committee but remains on the board. The audit committee now has two independent members, relying on the Nasdaq phase-in period, and both Gambale and Paul Grinberg entered into director services agreements.

• · Virginia Gambale and Paul Grinberg entered into director services agreements (Exhibits 10.1 and 10.2) dated September 8, 2026.
• · Gambale and Grinberg will receive compensation per the company's director compensation policy and reimbursement for reasonable travel and out-of-pocket expenses.
• · The company's standard form of indemnification agreement was previously filed as Exhibit 10.15 to the Form 8-K filed on June 17, 2026.
• · The audit committee's two independent members are permitted during the phase-in period under Nasdaq Rule 5615(b)(1)(B).

09-09-2026

Albertsons Companies, Inc. appointed Meg Whitman as Executive Chair, a newly created role, and Kim Fennebresque transitioned to Lead Independent Director. The board expanded from 10 to 11 members. Whitman brings over 40 years of experience from eBay, HP, and other leadership roles to support CEO Susan Morris in accelerating strategy, AI adoption, and profitable growth.

• · Whitman served as U.S. Ambassador to Kenya from July 2022 to November 2024.
• · Whitman was CEO of Quibi from March 2018 to February 2021.
• · Whitman engineered the turnaround of HP starting in September 2011.
• · Albertsons operates across 35 states and the District of Columbia under 22 banners.
• · In 2025, the company contributed $497M in food and financial support, including $56M through its Nourishing Neighbors Program.

09-09-2026

Independence Realty Trust, Inc. filed an 8-K on September 9, 2026, covering items 1.01 (entry into a material agreement), 5.02 (departure/director changes), 7.01 (regulation FD disclosure), and 9.01 (financial statements/exhibits). The filing includes Exhibit 99.1, but the content of the exhibit is not provided in the text, so no specific financial figures, named entities, or performance metrics can be extracted. The filing appears to be a routine disclosure of a material agreement and related corporate events, but without the exhibit content, the materiality and sentiment cannot be determined.

• · Filing type is 8-K with items 1.01, 5.02, 7.01, and 9.01.
• · Exhibit 99.1 is referenced but its content is not provided in the filing text.

09-09-2026

Twenty One Capital, Inc. appointed David J. Goldschmidt as an independent director and to its Audit Committee, effective September 8, 2026. He will receive an annual cash retainer of $150,000, an annual equity award of $150,000 in Class A stock, and an additional $20,000 per annum for Audit Committee service. The appointment is a routine governance change with no financial performance data to assess.

• · Mr. Goldschmidt's term expires at the 2027 annual general meeting or upon earlier death, resignation, disqualification, or removal.
• · He is restricted from serving on more than two Board committees simultaneously.
• · The initial pro-rated equity award is 15,205 shares of Class A stock, granted under the Twenty One Capital, Inc. 2025 Stock Incentive Plan.
• · The Company must provide director and officer liability insurance coverage within 30 days of the effective date.

09-09-2026

NovoCure Ltd announced the retirement of director Timothy Scannell from its Board of Directors, effective September 2, 2026. Mr. Scannell served for five years and his departure was not due to any disagreement with the company or its management. The filing does not include any financial results or operational metrics.

• · Timothy Scannell's seat was formally vacated under the Company's Articles of Association.
• · The retirement was effective September 2, 2026, while the filing was made on September 9, 2026.

09-09-2026

Genuine Parts Company (GPC) announced leadership teams and board leadership for its planned separation into two independent public companies: GPC (Automotive) and Motion (Industrial), targeted for completion in Q1 2027. Court Carruthers, a current board member, was appointed CEO-elect of GPC, while current Chairman and CEO Will Stengel will become Chairman and CEO of Motion. The separation remains on track, with investor days scheduled for December 8 and 9, 2026, to detail growth and value creation initiatives.

• · The separation is subject to customary conditions, including final Board approval and effectiveness of a Form 10 registration statement.
• · Carruthers holds a Doctor of Business Administration from Pepperdine University and is a CPA (Canada).
• · Howard Yu previously helped lead the separation and IPO of Envista Holdings from Danaher Corporation in 2019.
• · GPC operates over 10,800 locations across 17 countries with more than 65,000 teammates.

09-09-2026

At the 2026 annual meeting held on September 9, 2026, OS Therapies stockholders approved the election of six directors, the amended and restated 2023 Incentive Compensation Plan, and the ratification of MaloneBailey, LLP as independent auditor. The director elections and plan approval received majority support, though the plan approval saw notable opposition (about 16% against) and a significant number of broker non-votes. The company remains an emerging growth company.

• · The Amended and Restated Plan was approved with 4,515,930 votes for, 885,667 against, and 2,002,913 abstentions, with 18,655,392 broker non-votes.
• · The ratification of MaloneBailey, LLP as independent auditor was approved with 25,689,179 votes for, 340,644 against, and 30,079 abstentions.
• · All six director nominees were elected with votes ranging from 7,110,791 to 7,336,925 in favor, with broker non-votes of 18,655,389 for each.
• · The company's principal executive offices are located at 115 Pullman Crossing Road, Suite 103, Grasonville, Maryland 21638.

09-09-2026

Essential Properties Realty Trust announced several executive changes: CEO Pete Mavoides signed a new ~4-year contract, COO Max Jenkins was promoted to President, CFO Rob Salisbury added the role of Chief Strategy Officer, and Chief Investment Officer AJ Peil departed. Craig Vachris was appointed as the new CIO, joining from W. P. Carey. The changes reflect leadership depth and continuity, though the departure of a key executive (CIO) introduces some transition risk.

• · Craig Vachris has over 20 years of commercial real estate and net lease experience, most recently as Chief Credit Officer at W. P. Carey.
• · Mr. Vachris also held roles at Sovereign Investment Company, Gemini Realty Advisors, ABN AMRO, and served as a Lieutenant in the US Army Reserve.
• · He holds a BA from Brown University and a Masters in Real Estate Finance from New York University.
• · As of June 30, 2026, the portfolio was 99.6% leased with a weighted average lease term of 14.3 years and rent coverage of 3.5x.

09-09-2026

RBC Bearings held its annual meeting on September 3, 2026, where stockholders elected all director nominees, ratified Ernst & Young as auditor for FY2027, and approved executive compensation on an advisory basis. Director Frederick J. Elmy retired from the board effective the same date. Notably, Class III director nominee Dolores J. Ennico received a significant 22.9% vote against (6.46M shares), indicating notable shareholder dissent.

• · Auditor ratification passed overwhelmingly with 97.6% of votes cast in favor.
• · Say-on-pay advisory vote passed with 95.8% of votes cast in favor.
• · Director Frederick J. Elmy retired from the board on September 3, 2026.
• · The meeting was held on September 3, 2026, and the 8-K was filed on September 9, 2026.

09-09-2026

Fortune Brands Innovations appointed Peter G. Clifford as EVP and CFO, effective September 21, 2026, bringing over 30 years of finance leadership experience. As an inducement, Clifford will receive a performance-based RSU award for 130,000 shares and a stock option award for 65,000 shares. Ashley George, who served as Interim CFO, will return to her role as SVP, Finance.

• · Clifford served as CFO for Filtration Group Corporation from February 2025 to August 2026.
• · The Performance Award vests 50% on third anniversary and 50% on fourth anniversary, subject to stock price performance goals.
• · The Option Award vests in three equal installments on first three anniversaries.
• · Any shares received must be retained during employment; post-termination, at least 50% must be held for one year.
• · Awards are granted outside the 2022 Long-Term Incentive Plan as inducement under NYSE Rule 303A.08.

09-09-2026

Century Therapeutics appointed Joseph Truitt to its Board of Directors. The company also provided updates on its pipeline: CNTY-813 remains on track for an IND submission in Q4 2026, and CNTY-308 is anticipated to enter the clinic in 2026. No financial results or negative performance metrics were disclosed.

• · Joseph Truitt currently serves as CEO and board member of iECURE, Inc., chairman of Larimar Therapeutics, and board member of Code Biotherapeutics.
• · Truitt previously led BioSpecifics Technologies until its acquisition by Endo International in December 2020, and held senior roles at Achillion Pharmaceuticals before its acquisition by Alexion Pharmaceuticals in January 2020.
• · Truitt served as a Captain in the United States Marine Corps and holds an MBA from Saint Joseph's University and a BS from La Salle University.
• · CNTY-813 is an iPSC-derived islet replacement therapy for type 1 diabetes (T1D).
• · CNTY-308 is a CD19-targeted CD4+/CD8+ αβ CAR-iT cell therapy for B-cell-mediated diseases.
• · Both programs are engineered with Century's Allo-Evasion™ 5.0 platform.

09-09-2026

Andretti Acquisition Corp. II filed an 8-K on September 9, 2026, announcing an amendment to its articles of association that extends the deadline to complete a business combination to 36 months from its IPO. This provides the SPAC more time to find and close a merger target, reducing the risk of liquidation. No financial results, acquisition, or new quantitative data were disclosed in this filing.

• · The deadline for a business combination was extended from 12 months (standard for most SPACs) to 36 months from IPO consummation, subject to possible further extension via a special resolution of members.

09-09-2026

Joby Aviation appointed Sergey Novikov as Principal Accounting Officer effective September 2, 2026. Novikov, 57, has served as the Company's Controller since June 2021 and previously acted as interim principal accounting officer from December 2024 to May 2025. His compensation and arrangements remain unchanged from prior to the promotion.

• · Novikov is a licensed CPA in California and began his career at Price Waterhouse.
• · He served as Sr. Director, Americas Controller at Varian Medical Systems from June 2018 to June 2021.
• · The Company will enter into its standard indemnification agreement with Novikov.
• · No family relationships or reportable transactions exist between Novikov and company directors or officers.

09-09-2026

CenterPoint Energy Inc. entered into a $2.2 billion Third Amended and Restated Credit Agreement on September 9, 2026, with a syndicate of banks led by JPMorgan Chase Bank as administrative agent. The facility replaces the company's prior credit agreement and provides revolving loans, swingline loans, and letters of credit. The pricing grid is tied to the company's credit ratings, with margins ranging from 1.125% to 2.000% for SOFR loans and commitment fees from 0.125% to 0.350%.

• · The credit agreement includes a provision for benchmark replacement (Section 3.9) and a bail-in consent clause for affected financial institutions (Section 2.9).
• · The agreement contains negative covenants (Section 7.2) and events of default (Article VIII) typical for a syndicated credit facility.
• · The facility can be increased under certain conditions (Section 2.6) and has an extension option (Section 2.7).
• · The agreement references the Texas Recovery Law in the definition of 'Applicable Storm'.

09-09-2026

AT&T Inc. announced that its Board of Directors increased the size of the Board from 10 to 11 members and elected Fazal F. Merchant as a new independent Director, effective September 8, 2026. Mr. Merchant will serve on the Audit and Corporate Development and Finance Committees and will participate in the standard non-employee director compensation program. This filing is a routine governance update with no financial results or period-over-period comparisons.

• · Board size increased from 10 to 11 members effective September 8, 2026.
• · Fazal F. Merchant was appointed to the Audit Committee and the Corporate Development and Finance Committee.
• · Mr. Merchant is deemed independent under NYSE standards.
• · No financial results, revenue, or earnings data are included in this filing.

09-09-2026

Diversified Energy Company (DEC) has entered into a definitive Agreement and Plan of Merger to acquire Birch Permian Holdings, Inc. through a merger of its wholly owned subsidiary, DEC Merger Sub, Inc., into the Company. The transaction, valued with a $50 million deposit, is expected to close on November 19, 2026, and is conditioned upon the contemporaneous closing of two related acquisitions: the MIP Interest Sale (acquiring Class B Incentive Units in Birch Permian, LLC) and the Birch II Subsidiary Sale (acquiring interests in Milkwater, LLC and Birch II EOC, LLC). The merger has been unanimously approved by a special committee of the Company's board and by holders of at least 80% of the outstanding common stock.

• · The merger is structured under the DGCL with Merger Sub merging into the Company, leaving the Company as the surviving wholly owned subsidiary of Parent.
• · The closing is scheduled for November 19, 2026, but may be extended if required financial statement delivery obligations are not met by the deadline.
• · The MIP Interest Sale and Birch II Subsidiary Sale are cross-conditioned with the Merger, meaning all three transactions must close simultaneously.
• · The Company Board formed a special committee of independent directors to evaluate and recommend the transaction.
• · The agreement includes extensive representations, warranties, and covenants covering areas such as capitalization, environmental matters, material contracts, and hedging transactions.

09-09-2026

Wrap Technologies, Inc. entered into amended employment agreements with CEO Scot Cohen and President/COO Jared Novick on September 2, 2026, each providing a $200,000 annual base salary, two-year initial terms, and 12-month severance upon qualifying termination. The company also granted performance-based restricted stock awards totaling 6,000,000 shares (4,000,000 to Cohen, 2,000,000 to Novick) with vesting tied to market capitalization milestones ranging from $150 million to $506.25 million, though 2,400,000 of these shares require stockholder approval by March 15, 2027. Additionally, the post-termination exercise period for prior stock option agreements was extended from 3 months to 24 months.

• · The A&R Employment Agreements include automatic renewal for successive 12-month periods unless either party gives 90 days' non-renewal notice.
• · Severance eligibility requires execution and non-revocation of a release and compliance with continuing obligations.
• · The RS Awards include accelerated vesting upon a Corporate Transaction if the purchase price implies a market capitalization meeting a vesting threshold, or if the award is not assumed in the transaction.
• · If the executive is terminated without cause or resigns for good reason, all unvested shares immediately vest, subject to stockholder approval and release conditions.
• · The amendments to prior stock option agreements extend the post-termination exercise period from 3 months to 24 months for all three agreements.

09-09-2026

TruGolf Holdings, Inc. (TRUG) entered into an amendment agreement dated September 8, 2026, effective August 17, 2026, with Polymath Research Inc. and its wholly-owned subsidiary SubCo to modify the calculation of Closing Shares of Parent Convertible Preferred Stock under the original acquisition agreement. The amendment replaces Section 1.1(v) of the Acquisition Agreement with a formula that sets the number of convertible preferred shares equal to ($140,000,000 minus (Closing Shares of Parent Common Stock multiplied by Parent Closing Price)) divided by $1,000. The original acquisition agreement remains in full force and effect except as amended.

• · The amendment is effective retroactively to August 17, 2026, the same date as the original Acquisition Agreement.
• · The amendment was executed by Polymath Research Inc., TruGolf Holdings, Inc., and 18141991 Canada Inc.
• · The amended formula for Closing Shares of Parent Convertible Preferred Stock is: ($140,000,000 minus (Closing Shares of Parent Common Stock multiplied by Parent Closing Price)) divided by $1,000.
• · The original Acquisition Agreement contemplated an amalgamation of Polymath Research Inc. and SubCo under the Canada Business Corporations Act.

09-09-2026

SDR Drone, Inc. (formerly Hallmark Venture Group, Inc.) filed a belated 8-K disclosing that previously issued financial statements for FY2024 and FY2025, plus interim 2025 quarters, should no longer be relied upon due to material misstatements. The restatement increased net loss by $1.57M for FY2025 and $0.83M for FY2024, driven by errors in convertible note accounting, revenue recognition, and vendor accruals. Management also disclosed material weaknesses in internal controls, including lack of segregation of duties and no independent audit committee, though a new Audit Committee was established in June 2026.

• · Restated accumulated deficit at Dec 31, 2025: $5,315,165 (previously $3,745,941)
• · Restated accumulated deficit at Dec 31, 2024: $3,922,221 (previously $3,096,015)
• · Restated basic and diluted net loss per share for FY2024: $(0.56)
• · Material weaknesses: no segregation of duties, no independent audit committee, no documented ICFR assessment
• · Company failed to file Item 4.02 8-K within 4 business days of determinations (April 27 and May 27, 2026); filing is belated
• · Corrections for FY2024 also include discontinued operations presentation for Jubilee Intel, LLC and 1-for-500 reverse stock split adjustment (not errors)

09-09-2026

Parks America, Inc. filed a Form 8-K on September 9, 2026, to report entry into a material definitive agreement (Item 1.01), termination of a prior material agreement (Item 1.02), and creation of a direct financial obligation (Item 2.03). The filing includes Exhibit 10.1, which contains the full agreement. No specific financial figures or performance metrics were disclosed in the filing.

• · Filing type: 8-K
• · Filing date: September 9, 2026
• · Items reported: 1.01 (material definitive agreement), 1.02 (termination of material agreement), 2.03 (creation of direct financial obligation), 9.01 (exhibits)
• · Exhibit 10.1 is the material agreement referenced

09-09-2026

Glucotrack, Inc. entered into a Settlement and Release Agreement on September 4, 2026, resolving disputes with Alto Opportunity Master Fund and related parties over approximately $10.9 million in alleged indebtedness owed by Apimeds Pharmaceuticals US. The company is jointly and severally obligated to pay $2.0 million upfront, issue a $2.0 million convertible promissory note (5% interest, quarterly installments from Nov 30, 2026 to Aug 31, 2027), and cover up to $125,000 of Alto's legal fees. The note is convertible into common stock at $2.98 per share, subject to a 9.99% beneficial ownership limitation and Nasdaq restrictions, with default acceleration and increased interest provisions.

• · The Note is payable in four quarterly installments of $500,000 in principal, beginning November 30, 2026 and ending August 31, 2027.
• · The Note includes an increased interest rate and acceleration upon an event of default.
• · If any required payment is not made when due and the failure continues beyond a five-business-day cure period, unpaid amounts may become immediately due and payable.
• · Alto's release becomes effective only upon payment in full of the amounts required under the Settlement Agreement and the Note.
• · The Note was issued in reliance on the Section 4(a)(2) exemption from registration under the Securities Act of 1933.

09-09-2026

Barinthus Biotherapeutics plc was acquired by Beacon Topco, Inc. via a court-sanctioned scheme of arrangement effective September 9, 2026, becoming a wholly-owned subsidiary of Topco. Shareholders received 0.111 shares of Topco common stock per Barinthus ordinary share, and the company's ADSs were delisted from Nasdaq with plans to deregister and suspend SEC reporting obligations. The transaction marks a change in control and termination of material agreements, including the ADS deposit agreement.

• · The Merger Agreement was originally dated September 29, 2025, and amended on February 22, 2026.
• · The High Court of Justice of England and Wales sanctioned the Scheme on September 1, 2026.
• · The Court Order was delivered to the Registrar of Companies on September 9, 2026, making the Scheme effective.
• · Company equity awards (options and RSUs) were converted into Topco common stock equivalents on the same terms.
• · The company intends to file a Form 15 to suspend reporting obligations under Sections 13 and 15(d) of the Exchange Act.

09-09-2026

TRANSUITE.ORG INC. (TRSO) announced a proposed acquisition of a 51% equity interest in Zhongke Haichuang (Fujian) Technology Co., Ltd., a leading payment technology solutions provider and core partner in the Douyin Pay ecosystem, through a share issuance. The Letter of Intent was signed on September 2, 2026, and the parties expect to execute definitive documents by March 31, 2027. The transaction is subject to due diligence and regulatory conditions, with no guarantee of completion, and represents a strategic move to expand TRSO's global AI business services and cross-border payment capabilities.

• · The LOI was signed on September 2, 2026, and definitive documents are expected by March 31, 2027.
• · Zhongke Haichuang is a Douyin independent software service provider (ISV) and integrated value-added service provider (IVS), with a self-developed technology support system and nationwide operations team.
• · The acquisition is to be funded through the issuance of TRSO common stock (no cash consideration mentioned).
• · Zhongke Haichuang owns dozens of software copyrights and registered trademarks.
• · The transaction is subject to completion of comprehensive due diligence and there is no assurance the deal will close.
• · TikTok had approximately 189 million average monthly users in the EU during H1 2026.

09-09-2026

Lyft announced the appointment of Michael Brous as CFO effective September 28, 2026, succeeding Erin Brewer who will retire and remain as an advisor through December 15, 2026. The company reaffirmed its Q3 2026 guidance for Gross Bookings, Adjusted EBITDA, and Adjusted EBITDA margin. Under Brewer's tenure, Lyft achieved GAAP profitability and generated over $2 billion in free cash flow, while Brous brings extensive operational experience from leading Lyft's micromobility division.

• · Michael Brous has been at Lyft for nearly eight years, joining through the 2018 acquisition of Motivate.
• · Brous previously served as Head of Lyft Urban Solutions and Safety and Customer Care.
• · Under Brous, LUS secured renewals for key markets including London and San Francisco and oversaw the planned acquisition of Serveo's bikeshare business in Spain.
• · Erin Brewer joined Lyft in 2023 and led the company to GAAP profitability.
• · Lyft expects to report Q3 2026 earnings in November 2026.

09-09-2026

WW International, Inc. (Weight Watchers) announced the appointment of Stephen Bye as President, CEO, and Board member, effective fall 2026. Bye, former CEO of Ookla, brings a track record of growing subscription revenue, improving operational efficiency, and creating shareholder value. The filing contains no financial results or period-over-period comparisons, so no balanced quantitative assessment is possible.

• · Bye has more than 30 years of leadership experience.
• · He previously served as EVP and Chief Commercial Officer of DISH Network's wireless business.
• · He was CTO of Sprint, overseeing nationwide network deployment.
• · The Board conducted an extensive search and unanimously supports Bye's appointment.
• · Weight Watchers describes itself as the 'No. 1 U.S. doctor-recommended weight-loss program'.

09-09-2026

GameSquare Holdings entered into a Contribution Agreement to acquire substantially all assets of FanEngine Holdings Ltd. in exchange for shares representing 30% of GameSquare's outstanding common stock post-closing, plus potential earnout shares of up to 10% and cash earnout of up to $50 million. The transaction requires stockholder approval under Nasdaq rules and is subject to customary closing conditions, with a deadline of December 31, 2026. The deal is dilutive to existing shareholders (30%+ potential dilution) but provides exposure to FanEngine's revenue-generating assets with aggressive earnout targets ($3M monthly or $30M annualized revenue for first tranche).

• · Closing must occur by December 31, 2026, or either party may terminate.
• · Issuance of shares exceeding 20% of outstanding stock triggers Nasdaq Listing Rule 5635(a) stockholder approval requirement.
• · Company will file a proxy statement for a special stockholder meeting to approve the issuance.
• · Post-Closing, Seller Securityholders will collectively own 30% of GameSquare's outstanding common stock immediately after issuance.
• · If all earnout milestones are achieved, total dilution could reach 40% of post-Closing outstanding shares.
• · Cash earnout: $0.50 per $1.00 of Earnout Net Income above thresholds, capped at $25M per period.
• · Two Designated Holders can appoint two board members post-Closing, subject to independence and regulatory requirements.
• · The Contribution Agreement may be terminated by mutual consent, material breach (30-day cure), impossibility of conditions, or failure to close by Dec 31, 2026.

09-09-2026

Ball Corporation appointed Darlene J. Nicosia (CEO of Maker's Pride) and Sherry L. Buck (former CFO of W.L. Gore & Associates) to its board of directors, effective September 9, 2026. Nicosia brings over 30 years of operational experience in food and beverage, while Buck adds extensive financial and industrial expertise. The appointments strengthen the board's capabilities in manufacturing, procurement, and finance as the company pursues operational performance and profitable growth.

• · Nicosia will serve on the Nominating/Corporate Governance Committee and Finance Committee.
• · Buck will serve on the Audit Committee and Finance Committee.
• · Nicosia previously served on the Board of Foot Locker, Inc. from 2020 to 2025 and was Chair of the Audit Committee.
• · Buck also serves on the Board of Lennox International, Inc. and is Chair of the Audit Committee.
• · Ball Corporation reported 2025 net sales of $13.16 billion.

09-09-2026

Centerspace (CSR) and Independence Realty Trust (IRT) announced an all-stock merger to create a combined multifamily REIT with an enterprise value of approximately $8.1 billion. The transaction is expected to be ~5% accretive to 2027E Core FFO per share on a leverage neutral basis and generate approximately $24 million in annual synergies. However, the merger is subject to shareholder approvals and other customary closing conditions, with expected completion as soon as the end of Q4 2026.

• · CSR shareholders to receive 3.800 IRT shares per CSR share; holders of CSR common OP units to receive 3.800 IRT OP units per unit.
• · IRT to assume CSR OP preferred units.
• · Combined company will retain IRT corporate name and NYSE ticker (IRT).
• · Pro forma G&A load of 0.37%, reflecting a 24% reduction vs. stand-alone IRT.
• · Combined portfolio adds Midwest and Mountain West exposure (42% of pro forma NOI) to IRT's Sunbelt base.
• · BBB investment grade rated balance sheet maintained.
• · Transaction expected to close as soon as end of Q4 2026.

09-09-2026

electroCore, Inc. appointed Joshua Lev and Mike Fox as Co-Chief Executive Officers and members of the Board of Directors, effective September 8, 2026. The co-CEO structure combines Lev's strategic and financial expertise with Fox's commercial leadership. The filing does not include any financial results or period-over-period comparisons, so no quantitative performance data is available.

• · Joshua Lev has been with the company since 2020, most recently as Interim President and CFO.
• · Mike Fox joined electroCore in April 2026 as COO.
• · Lev will retain CFO responsibilities including strategy, accounting, financial planning, investor relations, R&D, product development, and regulatory functions.
• · Fox will lead sales, marketing, and new market development for both prescription and general wellness business lines.
• · The company's prescription products include gammaCore nVNS and Quell neurostimulator; wellness products include Truvaga and TAC-STIM nVNS.

09-09-2026

Chilean Cobalt Corp. (COBA) completed Phase 2 of its earn-in at the NeoRe Rare Earth Project, earning a 2% NSR royalty and advancing toward a definitive acquisition agreement for 100% of NeoRe. The company also secured a $1.5M strategic investment from Madesal, the controlling shareholder of NeoRe. While Phase 2 milestones were achieved, the acquisition remains subject to negotiation and execution of a definitive agreement, and production targets (first MREC in early 2027) are still contingent on permitting, financing, and construction.

• · Phase 1 and Phase 2 work included scoping-level MRE and PEA.
• · If acquisition closes, the 2% NSR royalties will be extinguished.
• · Madesal previously participated alongside Glencore in investments announced Dec 2025 and May 2026.
• · NeoRe targets first MREC production from MEP-1 in early 2027, subject to permitting, construction, financing, and commissioning.
• · Annualized production run-rate targets: ~50 tonnes MREC in 2027, ~300 tonnes in 2028, and 500-1,000 tonnes ultimately.
• · Heavy REEs (yttrium, dysprosium, terbium) account for nearly 30% of NeoRe REE basket; light magnetic REEs (neodymium, praseodymium) account for nearly 25%.
• · Multiple batches of MREC provided to prospective strategic partners for analysis.

09-09-2026

Limbach Holdings Inc. subsidiary Limbach Facility Services LLC entered into a $300M multi-tranche credit agreement with PNC Bank as administrative agent and other lenders on September 9, 2026. The facility includes a $200M revolving credit facility, a $50M term loan facility, and a $50M delayed draw term loan facility. This entry is a material agreement providing significant additional liquidity but carries no prior-period comparison data.

• · The credit agreement includes a swingline loan subfacility and a letter of credit subfacility within the revolving credit facility.
• · Pricing is based on the Consolidated Net Leverage Ratio, starting at Pricing Level II on the closing date.
• · The agreement contains financial covenants: Maximum Consolidated Net Leverage Ratio and Minimum Consolidated Fixed Charge Coverage Ratio.
• · Mandatory prepayments are required under certain conditions as detailed in Section 5.3.
• · The agreement includes standard representations, affirmative and negative covenants, and events of default.

09-09-2026

MediaAlpha, Inc. entered into an Assignment, Assumption and Termination Agreement on September 9, 2026 to purchase PLX's interest in its Tax Receivables Agreement (TRA) for $12.0 million in cash, a discount of $10.7 million (47%) to the estimated value as of June 30, 2026. The transaction reduces the company's estimated total remaining TRA liability from $54.7 million to approximately $32 million as of September 30, 2026. The purchase was funded from subsidiaries' cash balances, with QLH making a pro rata distribution to its members, including certain directors and executive officers.

• · The TRA was originally dated October 27, 2020.
• · The transaction was approved by the Board of Directors, a majority of which is composed of independent and disinterested directors.
• · The Agreement does not constitute a change of control or an early termination under the TRA.
• · Remaining payments under the TRA will continue with respect to the remaining counterparties.
• · QLH made a pro rata distribution to its members, which included certain directors and executive officers, to provide cash for the purchase.

09-09-2026

Cornerstone Building Brands appointed Matthew Garth as CFO, effective September 14, 2026. Garth brings over 30 years of financial leadership experience from Dentsply Sirona, Scotts Miracle-Gro, Minerals Technologies, and Alcoa. The filing does not disclose any financial metrics or performance data, so no period-over-period comparisons are available.

• · Matthew Garth holds a bachelor's degree in accounting from the University of Delaware and an MBA from Columbia University.
• · Garth's previous roles include Executive Vice President and CFO at Dentsply Sirona, and Executive Vice President, CFO and Chief Administrative Officer at Scotts Miracle-Gro.
• · Cornerstone Building Brands has approximately 19,400 team members across North America.

09-09-2026

Reliance Global Group, Inc. (RELIW) has entered into a Purchase and Contribution Agreement to sell 100% of its subsidiary Southwestern Montana Insurance Center, LLC (SMI) and its insurance book of business to Scali, LLC (dba Scali Insurance Group) for cash consideration. The transaction, effective September 1, 2026, is structured as a combination equity and asset purchase, with SMI becoming a wholly owned subsidiary of Scali. The agreement includes non-compete and non-solicitation covenants, and the closing is subject to payment of the cash consideration by September 11, 2026.

• · The agreement includes reciprocal covenants (non-compete, non-solicitation, confidentiality) that extend until the Departure Date of each Seller's Manager.
• · The transaction is structured as a combination of equity purchase (100% of SMI) and asset purchase (Seller's Book and Other Business Assets).
• · The agreement includes indemnification obligations for both Seller and Buyer, with Buyer's Rights allowing offset of damages against payments due to Seller.
• · The closing is anticipated on or about September 1, 2026, with a deadline of September 11, 2026 for payment of the cash consideration.
• · The Seller's Book includes all commercial, personal, and accident/health insurance accounts, with records to be maintained for 7 years post-closing.
• · The agreement includes provisions for Assumed Employees, with employees electing to continue with Buyer subject to employment agreements.
• · The transaction is subject to the delivery and approval of various schedules (e.g., Assumed Liabilities, Retained Liabilities, Seller Contracts) at closing.

09-09-2026

Lexaria Bioscience Corp. announced the exercise of outstanding warrants for approximately $5.9 million in gross proceeds, with the transaction expected to close on September 9, 2026. The company will issue new Series A and Series B warrants as consideration. CEO Rich Christopher expressed optimism that the proceeds, combined with a $2.6 million tax rebate from the Australian Tax Office, will fund operations and R&D in 2027. The filing does not disclose any negative or flat performance metrics, as it is a financing event rather than an operational update.

• · Original warrant exercise prices ranged from $17.85 to $45.90 per share, reduced to $12.92 per share for immediate exercise.
• · New Series A warrants have an exercise price of $12.67 per share, expire five years from the effective date of the Resale Registration Statement.
• · New Series B warrants have an exercise price of $12.67 per share, expire eighteen months from the effective date of the Resale Registration Statement.
• · The shares issuable upon exercise of the original warrants are registered under multiple Form S-1 and Form S-3 registration statements.
• · The new warrants are being offered in a private placement and are not registered under the Securities Act of 1933.

09-09-2026

The New York Times Company announced that Jacqueline Welch will step down as Executive Vice President and Chief Human Resources Officer, effective January 1, 2027. She will be eligible for severance benefits under the company's Executive Severance Plan and will receive payments under long-term performance awards due to meeting retirement requirements. No financial figures or period-over-period comparisons are provided in this filing.

• · Separation effective date: January 1, 2027
• · Severance benefits under The New York Times Company Executive Severance Plan, subject to execution of a general release and compliance with restrictive covenants
• · Ms. Welch satisfied age and service requirements for 'Retirement' under long-term performance awards granted pursuant to The New York Times Company 2020 Incentive Compensation Plan

09-09-2026

CME Group announced senior leadership appointments in its finance and legal divisions. Jack Tobin, currently Chief Accounting Officer, will become CFO in March 2027, with Matthew Render succeeding him as CAO. John Marchese has been promoted to General Counsel, succeeding Jonathan Marcus. The changes reflect planned succession as current President & CFO Lynne Fitzpatrick becomes CEO.

• · Jack Tobin has been with CME Group since 2002 and has over 35 years of financial experience.
• · John Marchese joined CME Group in 2011 and has been Managing Director & Associate General Counsel, Litigation & IT since 2024.
• · Matthew Render joined CME Group as Deputy Chief Accounting Officer in August 2026.
• · Jonathan Marcus has served as General Counsel since 2022 and is stepping down later this month.
• · Tobin will become Deputy CFO in November 2026 before assuming the CFO role in March 2027.