Executive Summary
The October 2, 2026 filing batch reveals a market actively reallocating capital toward high-growth AI infrastructure and strategic acquisitions, with several large-scale, debt-financed deals (ESCO's $2.3B Megger acquisition, CareTrust's £1.1B UK expansion, Snowflake's $3.5B convertible offering) signaling aggressive expansion despite rising leverage.
Concurrently, a significant number of micro-cap and development-stage companies (ConnectM, Avalon GloboCare, Marquie Group, MineralRite) are executing dilutive financing or restructuring transactions, highlighting a bifurcation between well-capitalized consolidators and cash-strapped entities. Management transitions are widespread, with notable CEO changes at Schneider National, Golden Minerals, and John B. Sanfilippo & Son, while several CFO/COO departures (Velo3D, American Coastal, Seritage) introduce leadership uncertainty. The REIT sector shows robust investment activity, with CareTrust raising guidance and NETSTREIT expanding credit capacity, while Star Holdings' debt management reflects a more cautious approach. Overall, the data suggests a 'barbell' market: large caps pursuing growth through debt and M&A, while smaller companies focus on survival and balance sheet repair.
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Filing types in this digest: 8-K
Tracking the trend? Catch up on the prior US Material Events SEC 8-K Filings digest from September 25, 2026.
Investment Signals (12)
- CareTrust REIT ↓ (BULLISH)▲
Acquired 45 UK care homes for £1.1B, with first closing of 24 homes completed; raised FY2026 guidance, expects mid-to-high 7% yields, accretive to earnings
- ESCO Technologies ↓ (BULLISH)▲
Completed $2.3B acquisition of Megger Group, funded with $922M cash and stock, financed via new $1.5B credit facility; expands test equipment portfolio, accretive to growth
- ChronoScale (EKSO Bionics) (BULLISH)▲
New AI infrastructure contracts expected to drive annualized revenue run-rate to $1B by Q3 2027; divested Ekso Bionics to focus on AI compute
- Flowco Holdings ↓ (BULLISH)▲
Closed $113M acquisition of Lifting Solutions, adding rod and PCP technologies; expected accretive to earnings and FCF per share, funded under ABL facility
- Snowflake ↓ (BULLISH)▲
Announced $3.5B 0.00% convertible notes offering to fund capped calls, repurchase 2027 notes, and for buybacks/strategic investments; opportunistic capital raise at zero interest
- NETSTREIT ↓ (BULLISH)▲
Expanded term loan capacity by $550M, including new $400M delayed draw facility; repaid Tranche A in full, no defaults, strong liquidity position
- BC Partners Lending ↓ (BULLISH)▲
Completed merger with ACIF, creating combined NAV >$223M; expects cost savings and enhanced scale to drive returns
- Star Holdings ↓ (BULLISH)▲
Paid down margin loan from $94.5M to $46.5M using asset sale proceeds, reducing leverage; extended term loan maturity to 2029, improving financial flexibility
- Marquie Group ↓ (BEARISH)▲
Unwind of failed acquisition restores founder's voting control; buyer defaulted on payments, all prior consideration forfeited, but note remains, indicating ongoing obligations
- Avalon GloboCare ↓ (BEARISH)▲
Issued pre-funded warrants with 4.99% ownership cap and restrictive covenants, including ban on variable rate transactions until April 2027; potential dilution risk remains
- Velo3D ↓ (BEARISH)▲
CFO departed abruptly, replaced by interim consultant; leadership uncertainty, no permanent successor named
- Nano Dimension ↓ (BEARISH)▲
Dismissed KPMG after adverse internal control opinion; new auditor PwC Israel engaged, but material weakness in acquisition accounting remains a concern
Risk Flags (10)
- ConnectM Technology Solutions↓ [HIGH RISK]▼
Issued new convertible note with 10% interest and discount to VWAP conversion; potential dilution, monthly amortization payments due by Feb 2027
- Marquie Group↓ [HIGH RISK]▼
Unwind of acquisition due to buyer default; Jacquie Angell Promissory Note remains in force, potential cash outflow
- Avalon GloboCare↓ [HIGH RISK]▼
Pre-funded warrants and restrictive covenants indicate financial distress; ban on variable rate transactions until April 2027 limits financing options
- MineralRite↓ [HIGH RISK]▼
Related-party transaction reduces dilution but company remains pre-revenue with no mineral reserves; limited capital resources
- Nano Dimension↓ [HIGH RISK]▼
Adverse internal control opinion from KPMG; new auditor engaged, but material weakness in acquisition accounting could lead to restatements or regulatory scrutiny
- Velo3D↓ [MEDIUM RISK]▼
CFO departure and reliance on interim consultant (age 70) creates key person risk; consulting agreement has no liability for acts/omissions
- Star Holdings↓ [MEDIUM RISK]▼
Management termination fee increased from $55M to $62.5M, extending period for termination without cause; term loan remains $115M
- Nauticus Robotics↓ [MEDIUM RISK]▼
Sixth Amendment reduces conversion price to $1.488, but only for 2 days; waivers defer default to March 2027, but other defaults remain
- Quince Therapeutics↓ [MEDIUM RISK]▼
Three directors conditionally resigning; board overhaul pending stockholder approval, potential governance instability
- American Coastal Insurance↓ [MEDIUM RISK]▼
COO and CIO resigned effective Oct 1, 2026; no replacement announced, dual role vacancy
Opportunities (10)
- CareTrust REIT↓ (OPPORTUNITY)◆
UK expansion at mid-to-high 7% yields, accretive; raised FY2026 guidance, strong investment pipeline
- ChronoScale (EKSO Bionics) (OPPORTUNITY)◆
AI infrastructure contracts drive $1B revenue run-rate by Q3 2027; divested legacy business to focus on high-growth AI compute
- ESCO Technologies↓ (OPPORTUNITY)◆
Megger acquisition expands test equipment portfolio; $2.3B deal funded with new credit facility, potential synergies and cross-selling
- Flowco Holdings↓ (OPPORTUNITY)◆
Lifting Solutions acquisition adds rod and PCP technologies, expands into Canada and international markets; accretive to earnings and FCF
- Snowflake↓ (OPPORTUNITY)◆
Zero-coupon convertible offering provides cheap capital for buybacks and strategic investments; potential EPS accretion
- NETSTREIT↓ (OPPORTUNITY)◆
Increased liquidity with $550M new term loans; delayed draw facility provides flexibility for future acquisitions
- BC Partners Lending↓ (OPPORTUNITY)◆
Merger with ACIF creates scale and diversification; NAV >$223M, potential for improved returns
- UGI Corp↓ (OPPORTUNITY)◆
$50M private placement at 5.95%-6.05% rates to refinance debt; fixed-rate, long-dated notes lock in low cost
- Trimble↓ (OPPORTUNITY)◆
New $1.5B term loan facility at competitive rates (0.875%-1.75% over SOFR) for acquisitions; strong balance sheet flexibility
- Hines Global Income Trust↓ (OPPORTUNITY)◆
Leadership transition with new Co-CEO and President; business has grown ~20% CAGR since 2018, private wealth doubled
Sector Themes (6)
- AI Infrastructure Boom◆
ChronoScale's $1B revenue target and Snowflake's $3.5B capital raise highlight massive investment in AI compute; expect continued M&A and capex in this space
- REIT Expansion via Debt◆
CareTrust and NETSTREIT are aggressively expanding using debt, with CareTrust raising guidance and NETSTREIT increasing credit capacity; watch for rising leverage ratios
- Micro-Cap Distress◆
Multiple micro-caps (ConnectM, Avalon, Marquie, MineralRite) are engaging in dilutive financing or restructuring, indicating widespread financial stress; investors should scrutinize cash positions and dilution risk
- Management Turnover Wave◆
High frequency of C-suite changes across sectors (CFO at Velo3D, COO at American Coastal, CEO at Golden Minerals, COO at Seritage) suggests potential strategic shifts or performance issues
- Convertible Debt as Preferred Financing◆
Snowflake and ConnectM both used convertible notes, but for different reasons (growth vs. survival); zero-coupon converts are attractive for large caps, while distressed converts signal risk
- M&A Activity in Energy Services◆
Flowco's acquisition and ESCO's Megger deal indicate consolidation in energy and industrial services, driven by need for scale and technology diversification
Watch List (8)
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Special Meeting on Oct 6, 2026 to approve board changes and share increase; watch for approval and potential governance shifts
- ChronoScale (EKSO Bionics)👁
Monitor progress toward $1B revenue run-rate by Q3 2027; watch for contract announcements and execution risks
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Remaining 21 UK homes to close throughout 2027; watch for regulatory approvals and lease-up progress
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Convertible offering pricing and use of proceeds; watch for buyback announcements and impact on EPS
- 👁
Search for permanent CFO; watch for any further executive departures or strategic changes
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Monitor for any restatements or SEC inquiries related to material weakness; watch for auditor transition completion
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Watch for further debt paydowns and any changes to management agreement; term loan maturity extended to 2029
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Waiver expires March 31, 2027; watch for potential default triggers and conversion activity
Filing Analyses
(50)
02-10-2026
ConnectM Technology Solutions, Inc. entered into Amendment No. 1 to its Securities Purchase Agreement with Ascent Partners Fund LLC, issuing a new Senior Secured Convertible Promissory Note (Two-A) with a principal amount of $1,388,888.89 (purchase price $1,250,000) and a 10% interest rate. The amendment also includes a Lock-Up Agreement and a Share Purchase Side Letter, with the Note convertible into Common Stock at a discount to VWAP under certain conditions. The company also amended its Registration Rights Agreement to extend the filing deadline for the initial registration statement to 60 days after the Listing Event.
- · The Amendment deletes Section 4.1 (Right of First Refusal) and Section 4.2 (Most Favored Terms) of the Purchase Agreement upon the occurrence of the Listing Event, replacing them with 'Reserved.'
- · Note Two-A matures on September 28, 2027, subject to automatic acceleration to the 30th day following the Lock-Up Termination Date.
- · The Company is required to make monthly amortization payments commencing on the earlier of the Listing Event or the date Blue Cloud Shares become freely tradeable (no later than February 28, 2027).
- · The Lock-Up Agreement restricts certain holders from offering, selling, or transferring Lock-Up Securities during the Lock-Up Period, subject to customary exceptions.
- · The Side Letter commits the Purchaser to purchase shares in the Listing Event Offering, subject to conditions including no Event of Default and effective registration statement.
- · The securities were issued in reliance on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, with the Purchaser representing accredited investor status.
02-10-2026
FiEE, Inc. appointed Angel Colon to its Board of Directors effective September 30, 2026, filling the vacancy created by the resignation of David Natan. Mr. Colon will also serve as chairperson of the Audit Committee and as a member of the Nominating and Corporate Governance and Compensation Committees. He will receive a cash fee of $12,500 per quarter for his service as a director.
- · Mr. Colon is 52 years old and has served as Managing Director of NY Capital Management Group, LLC and Turing Funds, LLC since 2017.
- · He previously served as Managing Director of Entoro Capital LLC and Entoro Securities, LLC from 2019 to 2025.
- · Mr. Colon currently serves as an Independent Director of Sentage Holdings Inc. (Nasdaq: SNTG), Horizon Space Acquisition I Corp. (OTCMKTS: HSPO), and Netclass Technology Inc (Nasdaq: NTCL).
- · The Board determined Mr. Colon is independent under SEC and Nasdaq rules, qualifies as an 'audit committee financial expert', and meets enhanced independence requirements for compensation committee members.
- · No arrangements or understandings exist between Mr. Colon and any other person regarding his selection as a director, and no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K were identified.
02-10-2026
Avalon GloboCare Corp. (via Change Agents Corporation) entered into a Note Purchase Agreement with purchasers including C/M Capital Master Fund, LP on September 30, 2026. The agreement involves the issuance of pre-funded warrants for 100,000 shares at $0.0001 per share, subject to a 4.99% beneficial ownership limitation, and includes restrictive covenants such as a prohibition on debt incurrence without majority holder consent and a ban on variable rate transactions until April 2027. The company also granted purchasers a most-favored-nation clause and a roll-over right into future financings, indicating significant investor protections and potential dilution risk.
- · The agreement includes a Most Favored Nation clause allowing purchasers to amend terms if the company issues more favorable non-convertible debt to a third party.
- · The company is prohibited from entering into Variable Rate Transactions until April 2027 without majority holder consent; violation is an immediate Event of Default.
- · The company must reserve 100% of the maximum shares issuable upon full exercise of Pre-Funded Warrants, including those from a prior August 14, 2026 issuance.
- · If authorized shares are insufficient, the company must take action within 60 calendar days to increase them.
- · The agreement is governed by Delaware law with exclusive jurisdiction in Delaware state or federal courts.
02-10-2026
UGI Corp's subsidiary Mountaineer Gas Company issued $50M in private placement senior notes on September 28, 2026, comprising $30M of 5.95% Series H notes due 2038 and $20M of 6.05% Series I notes due 2041. Proceeds will primarily refinance existing debt and for general corporate purposes. The notes carry standard covenants and events of default, including financial covenants such as a minimum tangible net worth of $70M and a maximum debt-to-capitalization ratio of 0.65:1.
- · Pricing of the Notes occurred on June 30, 2026.
- · Interest payments are semiannual on March 28 and September 28.
- · Notes are unsecured and unsubordinated, ranking pari passu with existing and future unsecured indebtedness.
- · Notes are callable at any time at 100% principal plus make-whole amount; after June 30, 2038 (Series H) and June 30, 2041 (Series I) at 100% without make-whole.
- · Holders can require prepayment upon change of control if Mountaineer's debt rating falls below BBB- (Fitch/S&P) or Baa3 (Moody's) or if rating declines within 60 days.
- · Covenants include maintenance of existence, tax payment, compliance with laws, OFAC compliance, insurance, and change in control provisions.
- · Events of default include failure to pay interest within 5 business days, failure to comply with affirmative covenants within 30-day grace period, and bankruptcy/insolvency events.
02-10-2026
ChronoScale Holdings Corporation (NASDAQ: CHRN) announced two new AI infrastructure customer agreements that, together with existing contracts, are expected to drive annualized revenue run-rate to $1 billion by calendar Q3 2027. The company also completed the sale of its Ekso Bionics business unit to sharpen focus on its core accelerated compute and AI infrastructure business. While the new agreements signal strong demand, the company cautioned that achieving the contracted revenue is subject to risks including timely deployment, power availability, and access to capital.
- · The two new agreements include a contract extension with an existing AI infrastructure customer and a separate agreement with a new customer.
- · ChronoScale was formed through the strategic combination of Applied Digital’s cloud business and EKSO Bionics Holdings, Inc.
- · The company's strategy focuses on delivering scalable accelerated computing capacity for large-scale AI deployments.
- · The forward-looking statements caution that actual results could vary materially due to risks such as the ability to raise capital, customer concentration, and slower-than-expected industry growth.
02-10-2026
Outdoor Holding Co (POWWP) filed an 8-K on October 2, 2026, disclosing its conversion from a Delaware corporation to a Texas corporation, effective [●], 2026. The new certificate of formation authorizes 210,000,000 shares (200,000,000 common, 10,000,000 preferred) and includes provisions on director removal, special meetings, and exclusive forum. The filing also names five initial directors and confirms the designation of the 8.75% Series A Cumulative Redeemable Perpetual Preferred Stock.
- · The company converted from Delaware to Texas, with the new registered office at 211 East 7th Street, Suite 620, Austin, Texas 78701.
- · The certificate of formation includes a provision requiring a two-thirds shareholder vote to remove directors (with or without cause).
- · Shareholders holding at least 50% of outstanding voting stock can request a special meeting.
- · Quorum for shareholder meetings is set at one-third of outstanding voting stock.
- · The company elects to be governed by Section 21.419 of the Texas Business Organizations Code.
- · The certificate includes an exclusive forum provision (Article XI).
02-10-2026
Marquie Group, Inc. (TMGI) has entered into an Unwind and Settlement Agreement effective September 30, 2026, to reverse the January 19, 2026 Second Amended and Restated Purchase Agreement due to Buyer's default on required payments. Under the unwind, the 200 Series A Preferred Control Shares held by Buyer's designees (Jeff Foster and Kelly Kirchhoff) will be surrendered and reissued to Marc Angell, restoring his majority voting control. All prior consideration paid to Sellers is forfeited, while the Jacquie Angell Promissory Note remains in full force and effect.
- · Buyer (GetGolf.com, LLC) admitted default on one or more required payments, which remained uncured for at least 90 days.
- · All consideration previously paid under the Amended Agreement is forfeited and nonrefundable.
- · The Jacquie Angell Promissory Note (dated September 20, 2022) is expressly preserved and remains in full force and effect.
- · The divestiture of Music of Your Life, Inc. to Marc and Jacquie Angell is confirmed and will not be reversed.
- · The cancellation of 666,700 TMGI common shares held by the Angell Family Trust remains effective.
- · Stand-by-Golf will remain with the Company after the unwind.
- · Jeff Foster will resign from all officer and director positions; Kelly Kirchhoff will resign from all officer positions but continue as a board member under a deferred resignation.
- · Buyer must deliver all Company books and records to Marc Angell within two business days of signing.
- · The Company will instruct its transfer agent to record the surrender of the existing Control Shares and the new issuance of 200 Series A Preferred Shares to Marc Angell.
- · The Bates Agreement (dated September 3, 2025) permits David Bates to unwind the acquisition of Stand-by-Golf through March 3, 2027.
02-10-2026
CyberloQ Technologies, Inc. entered into a joint venture with Michigan Secure Capital Group Corp. on September 29, 2026, to develop and commercialize cybersecurity, authentication, and related products. Each party holds a 50% economic interest, with MSCG managing operations. CyberloQ contributed 200,000,000 shares of its Class B Non-Voting Common Stock to the venture, but retains significant control over those shares, including requiring reconveyance upon an uncured material breach by MSCG or the venture.
- · The joint venture is manager-managed, with MSCG having operational authority, subject to specified matters requiring CyberloQ's approval.
- · Neither member transfers ownership of its pre-existing intellectual property merely by permitting its use or integration.
- · CyberloQ may require the venture to reconvey all previously contributed shares free and clear of liens upon an uncured material breach by MSCG or the venture.
- · The venture or MSCG cannot sell, pledge, or otherwise dispose of contributed shares without CyberloQ's prior written consent.
02-10-2026
Columbus Acquisition Corp. issued a $50,000 convertible promissory note to WISeSat.Space Corp. in connection with their Business Combination Agreement. The note funds 50% of two extension payments and can convert into securities at $10.00 per unit or, under certain termination scenarios, at $5.00 per share. The note is non-interest bearing and includes a trust account waiver, limiting recourse to the trust account.
- · The note is issued under Section 8.19 of the BCA to fund 50% of two Extension Payments.
- · The note matures on the earliest of: BCA termination (other than by Maker under Section 10.1(e)), consummation of the business combination, or winding up of Maker.
- · No interest accrues on the note.
- · Upon an Event of Default, the unpaid principal becomes immediately due and payable, and Maker agrees to pay collection costs including reasonable attorneys' fees.
- · The note is governed by New York law, with exclusive jurisdiction in New York County courts.
- · Payee irrevocably waives any claims against the Trust Account established for public shareholders.
02-10-2026
Hines Global Income Trust (HGIT) announced a leadership transition effective January 1, 2027: Adam Hines will join Laura Hines-Pierce as Co-CEO, David Steinbach becomes President, Alfonso Munk becomes Global CIO, and Jeff Hines becomes Chairman. Laura will also replace Jeff as CEO and Chair of HGIT, with Adam joining its Board. The discretionary business has grown at approximately 20% CAGR since 2018, and the Private Wealth business has doubled in size. However, the filing does not provide any financial metrics for HGIT itself, and the transition is a planned succession rather than a response to performance issues.
- · Leadership changes effective January 1, 2027.
- · Laura Hines-Pierce has been Co-CEO for over five years.
- · David Steinbach will be the firm's first President.
- · Jeff Hines will become Chairman and step back from day-to-day management.
- · An independent External Advisory Board will be established with no governance authority; Investment Committee authority unchanged.
- · Hines has 4,600 employees in 29 countries and manages approximately $91B in assets (as of June 30, 2026).
- · Private Wealth business has doubled in size under Adam Hines' vision.
02-10-2026
Flowco Holdings Inc. (FLOC) closed its acquisition of Lifting Solutions Energy Services Inc. for approximately US$113 million in cash, funded under its ABL facility. The deal adds continuous rod and PCP technologies, expands Flowco's artificial lift portfolio, and provides a platform in Canada and international markets. The transaction is expected to be accretive to earnings and free cash flow per share, with sellers eligible for up to C$10 million in contingent consideration based on 2027 performance.
- · The acquisition was structured on a cash-free, debt-free basis.
- · Flowco funded the cash consideration with borrowings under its ABL facility.
- · The exchange rate used was 0.71 CAD/USD.
- · A conference call and webcast will be held on October 2, 2026 at 7:30 a.m. ET.
02-10-2026
CareTrust REIT announced a definitive agreement to acquire 45 new UK care homes from LNT Care Developments for approximately £1.1 billion, with the first closing of 24 homes for £576 million (~$764 million) completed on October 1, 2026. The transaction is structured with a lease-up phase followed by a transition to a RIDEA/SHOP structure, expected to be accretive and generate mid-to-high 7% yields. The company also closed ~$488 million of other investments and raised its full-year 2026 guidance, reflecting strong investment activity, though the remaining 21 homes are subject to development and regulatory approvals.
- · First closing of 24 homes occurred on October 1, 2026; one additional home is completed and operating but closing subject to regulatory approval expected in October 2026.
- · Remaining 21 homes are under development, with closings expected on a rolling basis throughout 2027.
- · All homes will be leased to Crystal Care under triple-net leases with fixed annual escalators and renewal options during the Lease-up Phase.
- · SHOP Phase expected to begin between years two and four after each home's completion, with first transition anticipated by Q4 2027.
- · LNT has granted CareTrust an option to acquire the LNT platform in its entirety in the future.
- · Revised FY2026 guidance: net income $1.54-$1.57 per share, Normalized FFO $2.06-$2.09 per share, Normalized FAD $2.02-$2.05 per share.
- · Company has deliberately run below target leverage to maintain capacity for strategic opportunities.
- · LNT founder Lawrence Tomlinson has built more than 250 care homes; LNT delivers at a pace approaching 30 homes per year.
02-10-2026
Angel Studios, Inc. (ANGX) entered into a Second Amended and Restated Agreement and Plan of Merger to acquire Toothy Cow Productions, LLC through a merger of the company into its wholly owned subsidiary, Angel TCP Merger Sub, LLC. The merger consideration will be paid in shares of Angel Studios Class A Common Stock valued at $5.65 per share, with the transaction intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code. The agreement was signed on September 17, 2026, and amends prior agreements dated November 14, 2025, and June 29, 2026.
- · The merger is structured as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.
- · The agreement is the second amendment and restatement of the original merger agreement dated November 14, 2025.
- · Key Operators of Toothy Cow Productions will execute Support Agreements and Key Operator Restriction Agreements.
- · The Buyer Stock Price is fixed at $5.65 per share of Buyer Common Stock.
- · The accounting firm for the transaction is Tanner LLP.
02-10-2026
Omnitek Engineering Corp. acquired Hard Rock Ready Mix, LLC via an Exchange Agreement on September 29, 2026, issuing 10,000 shares of Series A Preferred Stock to Hard Rock Holdco, LLC, making Hard Rock a wholly-owned subsidiary. Concurrently, the company issued a warrant to Hawkeye Digital, Inc. for 16,666,667 common shares at $0.004 per share for consulting services. In leadership changes, Werner Funk resigned as President, CEO, CFO, and Secretary on October 1, 2026, and was replaced by Kevin Jay Hayes Jr., who also became a director; Brett Kiker was also appointed as a director. No financial performance data is provided in this filing.
- · The Exchange Agreement closed on October 1, 2026.
- · Warrant has a cashless exercise feature and customary anti-dilution adjustments.
- · Werner Funk was appointed Vice President after his resignation as President/CEO/CFO/Secretary.
- · Kevin Jay Hayes Jr. is the sole owner of Hard Rock Holdco, LLC, which holds 15,000 shares of Series A Preferred Stock.
- · No financial statements or pro forma financials were filed with this 8-K.
02-10-2026
Nauticus Robotics, Inc. (KITTW) entered into a Sixth Amendment to its Senior Secured Term Loan Agreement, effective September 30, 2026, reducing the Conversion Price to $1.488 for a limited period ending October 2, 2026. The amendment also imposes trading volume limitations on the Lender, capping sales at 10% of average daily trading volume. The Company reaffirmed all liens and security interests under the existing agreements.
- · The Sixth Amendment is dated September 30, 2026, and filed on October 2, 2026.
- · The Conversion Price reduction is effective only for the period from the Effective Date (September 30, 2026) to October 2, 2026.
- · The trading volume limitation applies until October 2, 2026.
- · The amendment requires execution of Other Lender Amendments and an Agent Consent to become effective.
- · The Company reaffirmed all liens and security interests under the Security Documents.
- · The amendment is governed by New York law.
02-10-2026
Nauticus Robotics, Inc. received waivers from a holder of its Series B and Series C Convertible Preferred Stock, deferring the September 30, 2026 trigger event until March 31, 2027. The waivers avoid immediate default-related penalties, including a dividend rate increase to 18% per annum and a 125% conversion premium, but do not waive other defaults or rights. The event provides temporary relief from a specific convertible preferred stock default, averting near-term financial consequences.
- · The waiver period runs from September 30, 2026 through March 31, 2027.
- · The holder waived the dividend rate increase to 18% per annum (default rate), related incremental dividends, and the 125% conversion premium (25% premium) for the waiver period.
- · The waivers do not affect the existing 120% conversion amount calculation, ordinary conversion rights, or Alternate Optional Conversion rights.
- · The waivers apply only to the signing holder and do not bind other holders or waive rights under other instruments.
02-10-2026
Hyliion Holdings Corp. (HYLN) adopted a Nonqualified Deferred Compensation Plan on September 28, 2026, allowing select management, highly compensated employees, and non-employee directors to defer settlement of restricted stock unit and performance share awards. The plan is designed to comply with Section 409A of the Internal Revenue Code and will be administered by the Compensation Committee, with initial enrollment expected in December 2026. This is a routine compensatory arrangement with no immediate financial impact or material change to the company's operations.
- · The plan is unfunded and does not provide for company contributions.
- · Deferral elections for performance-based awards may be made no later than six months before the end of the applicable performance period.
- · Distributions can be made as in-service, retirement, or change-in-control distributions, with installment options ranging from 1 to 10 annual payments.
- · Upon a participant's death before payment commencement, the account is paid to beneficiaries in a lump sum.
- · The plan permits 409A-compliant hardship distributions.
02-10-2026
Seritage Growth Properties (SRG-PA) announced the departure of Eric Dinenberg as Chief Operating Officer, effective September 30, 2026, following a mutually agreed extension of his previously established separation date. He will receive severance and other amounts per his employment agreements, subject to a release of claims, and will provide consulting services to the company post-separation.
- · Eric Dinenberg's employment ended on September 30, 2026, under the terms of his Amended and Restated Employment Offer Letter Addendum dated October 23, 2023, as amended on November 21, 2025.
- · The separation date was extended from September 15, 2026 to September 30, 2026 by mutual agreement.
- · Mr. Dinenberg will provide consulting services to the Company after the separation date.
- · Severance is contingent upon execution and non-revocation of a general release of claims.
02-10-2026
NETSTREIT L.P., the operating partnership of NETSTREIT Corp., entered into a First Amendment to its Term Loan Agreement on September 28, 2026, securing an additional $550 million in aggregate principal amount of loans. The amendment includes a $100 million incremental increase to the existing Tranche C Term Loan, a $50 million increase to Tranche D, and a new $400 million senior unsecured delayed draw term loan facility (Tranche E). The company also repaid its Tranche A Term Loans in full, and no defaults or events of default were reported.
- · The amendment was dated September 28, 2026, and filed on October 2, 2026.
- · Manufacturers and Traders Trust Company joined as a new lender.
- · The Tranche A Term Loans under the Revolving Credit Agreement were repaid in full substantially concurrently with the closing.
- · The company delivered a pro forma Compliance Certificate for the fiscal quarter ending June 30, 2026.
- · No Default or Event of Default existed as of the amendment date or after giving effect to the amendment.
02-10-2026
United States Antimony Corp (UAMY) announced a permanent CFO appointment and the termination of its prior CFO. Shawn P. Winkler, previously Interim CFO, was appointed Senior Vice President and CFO effective September 30, 2026, replacing Richard R. Isaak, whose employment was terminated without cause. Mr. Winkler brings significant investment banking and energy-industry CFO experience.
- · Mr. Winkler previously spent 15 years as an investment banker at BMO Capital Markets and Deutsche Bank Securities, advising on over $10 billion in M&A transactions in the natural resources sector.
- · He has an MBA from Rice University’s Jones Graduate School of Management and a BA from Rice University.
- · No family relationships or reportable transactions exist between Mr. Winkler and the Company.
02-10-2026
United States Antimony Corp (UAMY) entered into a three-year employment agreement with Gary C. Evans, effective August 1, 2026, to continue as CEO. The agreement provides an annual base salary of $430,000, eligibility for annual bonus, five weeks of paid vacation, and severance benefits of 1.5x base salary plus target bonus in case of qualifying termination. The agreement includes non-compete and non-solicitation covenants.
- · Employment agreement effective August 1, 2026, with a three-year term.
- · Severance of 1.5x base salary plus target bonus payable over 18 months in case of qualifying termination.
- · Non-compete and non-solicitation covenants apply during employment and for 1-2 years post-termination.
02-10-2026
Quince Therapeutics announced the conditional resignation of three directors (June Bray, David Lamond, Christopher Senner) effective upon stockholder approval of key proposals at a Special Meeting on October 6, 2026. The board conditionally appointed four new directors (Catherine Bonuccelli, Leone Patterson, James Valentine, Drayton Wise) to take effect at the same time, with committee assignments. The resignations were not due to any disagreement with the company.
- · The Special Meeting of Stockholders is scheduled for October 6, 2026.
- · The resignations are conditional upon stockholder approval of three proposals: Conversion Proposal, Minimum Price Proposal, and Authorized Shares Proposal.
- · The Authorized Shares Proposal seeks to increase authorized common stock from 250,000,000 to 275,000,000 shares.
- · The resigning directors' decisions were not due to any disagreement with the company.
- · Incoming directors will serve on specific committees: Bonuccelli (Audit, Compensation), Patterson (Audit Chair, Compensation Chair), Valentine (Audit, Nominating & Corp Gov Chair), Wise (Nominating & Corp Gov).
- · Leone Patterson is a Certified Public Accountant (inactive).
- · James Valentine previously worked at the U.S. FDA.
- · Drayton Wise led the global launch of ARIKAYCE at Insmed.
02-10-2026
Fortress Net Lease REIT increased its total credit facilities by $30 million to $1.98 billion through a New Lender Joinder Agreement with Associated Bank, effective September 29, 2026. The revolving credit facility grew from $1.585 billion to $1.600 billion, and the term loan facility increased from $365 million to $380 million. The filing does not disclose any negative or flat performance metrics, as it solely covers a routine debt facility expansion.
- · The Joinder Agreement was entered into on September 29, 2026, and the 8-K was filed on October 2, 2026.
- · Associated Bank became a new Lender under the existing Credit Agreement dated August 13, 2024.
- · The increase was effected under Section 2.15 of the Credit Agreement.
02-10-2026
Live Nation Entertainment entered into an amended employment agreement with CEO Michael Rapino, extending his term through December 31, 2031. The agreement maintains his $3M base salary and $17M target cash bonus, while introducing new annual equity grants totaling $40M (including $15M in time-based RSUs and $15M in performance-based PSUs tied to relative TSR). The compensation structure is 70% performance-based, 25% time-based equity, and 5% guaranteed salary. While the agreement provides retention stability, the heavy reliance on performance metrics (including a 0% payout if TSR falls below the 25th percentile) introduces significant variability in realized compensation.
- · The Employment Agreement is effective October 1, 2026 and ends December 31, 2031.
- · The existing employment agreement continues to govern Mr. Rapino's 2026 annual cash bonus, performance-based equity award, and prior equity awards.
- · Annual Time-Based RSU Awards vest 20% per year over five years.
- · Annual PSU Awards have a three-year performance period based on relative TSR vs S&P 500, with vesting at the end of the period.
- · Upfront RSUs vest 40% on first anniversary, then 20%, 20%, 10%, 10% over five years.
- · Severance on termination without cause or for good reason includes 2x (base salary + most recent bonus + most recent Annual Performance Shares) plus full equity acceleration (PSUs at target).
- · Severance on death or disability includes 1x (base salary + most recent bonus) plus full equity acceleration (PSUs at target).
- · Non-renewal by CEO (with notice by June 30, 2031) allows continued vesting of existing equity but no cash severance.
- · Non-renewal by Company or mutual failure to agree results in full vesting of all unvested equity and PSUs at target for 2030 and 2031 grants.
- · Change in control triggers full vesting of all equity, with PSUs measured through the change in control date.
02-10-2026
Coinbase Global, Inc. announced on September 29, 2026 that Chief Accounting Officer Jennifer Jones will retire, effective upon the transition of her duties to a successor. The company has initiated a search for her replacement, and Ms. Jones will assist with a smooth handover. Her retirement is not due to any disagreement with Coinbase's operations, policies, or practices.
- · Jennifer Jones notified Coinbase of her retirement on September 29, 2026.
- · She will continue serving as Chief Accounting Officer and principal accounting officer until a successor is appointed.
- · Coinbase has initiated a search for potential candidates for the role.
- · The retirement is not the result of any disagreement with Coinbase on matters relating to its operations, policies, or practices.
02-10-2026
TPG Twin Brook Capital Income Fund, through its subsidiary Twin Brook Capital Funding XXXIII SMPV, LLC, entered into a Credit Agreement dated September 28, 2026, establishing a revolving credit facility (Class A Loans) and subordinated term loans. Sumitomo Mitsui Banking Corporation serves as Administrative Agent, and Computershare Trust Company, N.A. acts as Collateral Agent, Collateral Administrator, Custodian, and Collateral Custodian. The proceeds will be used to acquire collateral loans, and the facility is secured by pledged collateral, though the subordinated term loans are unsecured.
- · The Borrower is Twin Brook Capital Funding XXXIII SMPV, LLC, a Delaware limited liability company.
- · The facility includes revolving Class A Loans and Subordinated Term Loans.
- · Subordinated Term Loans are unsecured obligations of the Borrower.
- · The Collateral Agent holds a security interest in pledged collateral including Collateral Loans, accounts, and related property.
- · The agreement includes provisions for increased commitments and additional loans.
02-10-2026
Trimble Inc. entered into a Term Loan Credit Agreement on October 2, 2026, with Bank of America as administrative agent, providing up to $1.5 billion in term loans. The facility is intended for general corporate purposes, including acquisitions, and carries interest rate margins ranging from 0.875% to 1.750% over Term SOFR depending on Trimble's credit ratings and leverage ratio. The agreement includes a maximum leverage ratio financial covenant set at levels corresponding to the pricing grid.
- · The credit agreement includes a maximum leverage ratio covenant that adjusts pricing categories.
- · Interest rates are determined by a pricing grid based on both Moody's/S&P ratings and leverage ratio.
- · Proceeds may be used for acquisitions, with specific provisions for acquisition indebtedness including special mandatory redemption requirements.
02-10-2026
Snowflake announced a proposed private placement of $3.5 billion in 0.00% convertible senior notes, consisting of $1.3 billion due 2029 and $2.2 billion due 2031, with an additional $500 million available via initial purchasers' options. The company expects to use proceeds to fund capped call transactions, repurchase a portion of its existing 2027 notes, and for general corporate purposes including potential stock buybacks and strategic investments. The offering is subject to market conditions and is not registered under the Securities Act.
- · The notes are 0.00% interest, unsecured, and principal does not accrete.
- · 2029 notes mature on October 15, 2029; 2031 notes mature on October 15, 2031.
- · Upon conversion, Snowflake may pay cash, shares of common stock, or a combination.
- · Capped call transactions are expected to reduce potential dilution upon conversion.
- · Option counterparties may engage in derivative transactions affecting Snowflake's stock price.
- · The offering is not contingent upon the note repurchase transactions of the 2027 notes.
- · The notes and any conversion shares are not registered under the Securities Act.
- · Forward-looking statements involve risks detailed in Snowflake's SEC filings.
02-10-2026
Katapult Holdings, Inc. filed an 8-K on October 2, 2026, disclosing the entry into a Seventh Amendment to its Second Amended and Restated Revolving Credit Agreement, dated September 30, 2026. The amendment involves CCF OpCo LLC as borrower, with Sunflower Bank, N.A. replacing The Huntington National Bank as administrative agent, and BP Funding Trust, Series SPL-V as Class B Agent. The filing does not provide specific financial terms or quantitative impacts of the amendment.
- · The Seventh Amendment was entered into on September 30, 2026.
- · The amendment replaces The Huntington National Bank (successor by merger to Vertix Community Bank) as resigning administrative agent with Sunflower Bank, N.A.
- · BP Funding Trust, Series SPL-V continues as Class B Agent.
- · Certain schedules and similar attachments have been omitted per Item 601(a)(5) of Regulation S-K, but will be furnished supplementally upon SEC request.
02-10-2026
Hayward Holdings, Inc. appointed Jared Arrowood as Chief Accounting Officer and principal accounting officer, effective October 1, 2026. Eifion Jones, the CFO, ceased serving as principal accounting officer but remains CFO and principal financial officer. Mr. Arrowood's compensation includes a $300,000 base salary, a 35% target cash bonus, and a $120,000 long-term incentive equity award.
- · Jared Arrowood, age 42, joined Hayward in August 2023 as Assistant Corporate Controller and was promoted to Vice President, Corporate Controller in July 2024.
- · Prior to Hayward, Arrowood served in finance leadership roles at SPX FLOW, Inc., most recently as Vice President of Finance, Mixing Solutions.
- · Arrowood has entered into the company's standard form of indemnification agreement for directors and officers.
- · No arrangements or understandings exist between Arrowood and any other person regarding his appointment, and no family relationships with any director or executive officer.
02-10-2026
Schneider National, Inc. (SNDR) entered into Amendment No. 7 to its Amended and Restated Receivables Purchase Agreement (RPA) and Performance Undertaking, effective September 30, 2026. The amendment updates the terms of the receivables purchase facility, including an increase in the Aggregate Commitment (subject to conditions), and involves PNC Bank and Wells Fargo Bank as purchasers. The amendment is a routine financing arrangement update and does not indicate any adverse regulatory action or acquisition.
- · The amendment is effective as of September 30, 2026.
- · The amendment includes a re-balancing of outstandings (reserved).
- · Effectiveness is subject to conditions including amendment of the Senior Credit Agreement to permit the increase in Aggregate Commitment.
- · The amendment reaffirms the Performance Undertaking and representations.
- · The facility is governed by New York law.
02-10-2026
SL Investment Fund II LLC entered into an omnibus amendment to its loan and servicing agreement, effective September 30, 2026. The amendment formalizes the resignation of UBS AG London Branch as administrative agent and the appointment of UBS AG Stamford Branch as successor, and adds Pinnacle Bank (d/b/a Synovus Bank) as a new lender. The filing is a routine administrative and governance update with no disclosed financial impact or performance metrics.
- · The amendment was dated September 30, 2026 and filed on October 2, 2026.
- · The original Loan and Servicing Agreement was dated October 10, 2024.
- · The amendment was previously conformed through Omnibus Amendment No. 2 dated October 28, 2025.
- · The Joining Lender, Pinnacle Bank (d/b/a Synovus Bank), became a Lender under the agreement as of the amendment date.
- · The Borrower represented that no Default or Event of Default was continuing as of the amendment date.
- · Conditions precedent included delivery of a legal opinion from Dechert LLP and evidence of good standing for the Borrower and Servicer.
02-10-2026
Rimini Street, Inc. granted equity awards to EVP and Chief Revenue Officer Steven Hershkowitz to restore forfeited unvested awards after his reinstatement. The awards include 210,084 stock options, 233,180 RSUs, and 32,258 PSUs, all with an exercise price of $4.29 per share. This is a compensatory arrangement with no financial results or performance metrics disclosed.
- · Options vest over 1-3 years with various schedules; RSUs vest over 1-3 years; PSUs tied to 2026 adjusted EBITDA and revenue goals.
- · Options have a 10-year term from October 1, 2026.
- · PSUs are subject to performance conditions per the 2026 LTI Plan, with service-based vesting after earning.
02-10-2026
American Coastal Insurance Corporation announced the resignation of Christopher Griffith as Chief Operating Officer and Chief Information Officer, effective October 1, 2026, to pursue another opportunity. The departure was disclosed in an SEC Form 8-K filed on October 2, 2026, and signed by President & CEO B. Bradford Martz. No replacement or interim appointment was announced in the filing.
- · Resignation effective date: October 1, 2026
- · Filing date: October 2, 2026
- · Mr. Griffith held dual roles as COO and CIO
- · No successor or interim appointment disclosed
02-10-2026
Golden Minerals Company announced the appointment of Keith Laskowski as Executive Vice President of Exploration and Barbara Henderson as Corporate Secretary, effective October 1, 2026. Additionally, David Watkins has assumed the role of President and CEO following the resignation of Pablo Castanos from his positions as President, CEO, and Director, effective September 30, 2026. The board thanked Mr. Castanos for his service and improvements to the company's financial position, while expressing confidence in the new leadership team to drive future growth.
- · Keith Laskowski holds an MSc in Geology from the Colorado School of Mines (1987) and has been a registered Qualified Person with the Mining and Metallurgical Society of America since 2006.
- · Barbara Henderson holds a B.Sc. in Earth Sciences from the University of Waterloo and an M.Sc. in Economic Geology from the University of Alberta, and is a registered Professional Geologist.
- · Golden Minerals holds a 67% majority control in the Desierto 1 & 2 concessions and a 51% joint venture interest in the Sarita Este concession in Argentina, and a 60% interest in the Sand Canyon project in Nevada.
02-10-2026
KKR FS Income Trust Select entered into a Second Amendment to its Senior Secured Revolving Credit Agreement on September 30, 2026, increasing borrowing costs, extending maturities, and expanding capacity. The amendment raises applicable margins, extends the commitment termination date to September 30, 2030, and the maturity date to September 30, 2031, while increasing revolving commitments from $325 million to $375 million and the accordion to $800 million. The company also reset its minimum shareholders' equity test.
- · Commitment termination date extended from July 2, 2028 to September 30, 2030
- · Maturity date extended from July 2, 2029 to September 30, 2031
- · Second Amendment dated September 30, 2026, filed as Exhibit 10.1
02-10-2026
Star Holdings (STHO) amended its term loan credit agreement with Safehold Inc., extending the maturity by one year to March 31, 2029 (with an option to extend further to September 30, 2029), and paid a $2.4 million extension fee. The company also voluntarily paid down its margin loan facility from $94.5 million to $46.5 million using asset sale proceeds and restricted cash. While the amendments provide financial flexibility, the outstanding term loan remains at $115.0 million and the management termination fee increased from $55.0 million to $62.5 million, reflecting ongoing obligations.
- · The Company agreed not to make any additional borrowings under the margin loan facility.
- · The termination fee under the Management Agreement increased from $55.0M to $62.5M, less management fees paid prior to termination.
- · The period during which a termination without cause requires payment of the Termination Fee has been extended to March 31, 2029.
- · No outstanding borrowings on the incremental facility as of September 29, 2026.
02-10-2026
Blackstone Private Equity Strategies Fund (TE) L.P. amended its limited partnership agreement to redesignate existing Class S, D, and N units into Series I units and to introduce new Series E unit classes (Class S-Series E, D-Series E, N-Series E, I-Series E, and I-Series IV). The amendment also updates definitions for Hurdle Amount, Loss Carryforward Amount, Performance Participation Allocation, and Total Return, and adjusts the performance fee structure to differentiate between Series I units (12.5% allocation above hurdle) and Series E/other units (11.5% allocation above hurdle). The General Partner determined the changes will not have a material adverse effect on limited partners.
- · The amendment was made as of October 1, 2026, and filed on October 2, 2026.
- · The General Partner has discretion to convert, reclassify, or exchange units without limited partner consent.
- · The Performance Participation Allocation accrues monthly and is paid quarterly (Quarterly Allocation) or upon redemption.
- · The Loss Carryforward Amount (High Water Mark) ensures past losses must be recouped before performance fees are earned.
- · The amendment does not involve any financial amounts, acquisitions, or regulatory actions.
02-10-2026
Amentum Holdings, Inc. disclosed an amendment and restatement of Executive Chair Steven J. Demetriou's employment agreement, effective September 28, 2026. The new agreement sets a base salary of $625,000, a bonus/short-term incentive of 100% of base salary, and a long-term incentive target value at grant of $1,250,000. The agreement removes severance obligations but provides for a pro-rata bonus and full accelerated vesting of outstanding LTI awards upon termination.
- · Initial term of the employment agreement ended on September 27, 2026; the agreement now continues until terminated by the Company or Mr. Demetriou.
- · No severance obligations, except for pro-rata bonus and full accelerated vesting of outstanding LTI awards.
02-10-2026
BC Partners Lending Corporation (BCPL) completed its merger with Alternative Credit Income Fund (ACIF), with BCPL as the surviving company. The combined company has a net asset value in excess of $223 million as of September 26, 2026. Management expects to leverage enhanced scale, portfolio diversification, cost savings, and improved liquidity to deliver compelling risk-adjusted returns.
- · ACIF conducted a one-time discretionary repurchase offer for up to 15% of its outstanding shares at NAV as of September 24, 2026, prior to the merger closing.
- · Exchange ratios vary by ACIF share class: Class A ~0.4571, Class C ~0.4647, Class I ~0.4568, Class L ~0.4579, Class W ~0.4567 BCPL shares per ACIF share.
- · BCPL is a non-diversified, closed-end management investment company treated as a business development company under the Investment Company Act of 1940.
- · BCPL's investment objective is current income and capital appreciation primarily through debt investments in private middle-market companies.
02-10-2026
Prothena Corporation plc announced that Chad J. Swanson, Ph.D., Chief Development Officer, will resign effective October 9, 2026, to join a strategic partner and lead a program partnered with Prothena. The departure is amicable and related to a business relationship, with no financial terms disclosed.
- · Dr. Swanson's resignation is effective October 9, 2026.
- · He will assume a leadership role over a program partnered with Prothena at the strategic partner.
- · No successor has been announced.
02-10-2026
Nocopi Technologies' COO Terry Stovold resigned effective October 1, 2026, transitioning to a limited non-executive role through July 1, 2029, with monthly compensation of $8,000 and a $90,000 lump-sum payment upon completion. The company expects to fill the vacancy but has not yet appointed a successor, and the departure is part of a planned transition.
- · Transition period runs from October 1, 2026 to July 1, 2029.
- · Non-compete and non-solicitation obligations extended through July 1, 2031.
- · Employment agreement dated April 1, 2011 remains in effect except as modified.
- · Successor to COO position has not been formally appointed as of filing date.
02-10-2026
John B. Sanfilippo & Son, Inc. (JBSS) completed its previously announced leadership transition on October 1, 2026. Jeffrey T. Sanfilippo moved from CEO to Executive Chair, Jasper B. Sanfilippo, Jr. became CEO, and Frank Pellegrino was appointed President and CFO. Pellegrino's new compensation includes a base salary of $700,000, a 100% target bonus, and equity awards totaling $1.35 million for fiscal 2027.
- · The transition was previously disclosed in a July 16, 2026 8-K filing.
- · Pellegrino's severance benefits are either one times or two times the sum of salary and target bonus, contingent on termination without cause or for Good Reason.
- · The Employment Letter includes customary releases and restrictive covenants for severance/equity acceleration.
02-10-2026
ESCO Technologies Inc. completed the acquisition of Megger Group Limited for approximately $2.3 billion, funded with $922 million in cash and 5.10 million shares of ESCO common stock. The acquisition was financed through a new $1.5 billion senior secured credit facility (comprising $500 million each in revolving credit, Term Loan A, and Term Loan B facilities), which replaced the existing credit agreement. In connection with the deal, the board was expanded to nine members with the appointment of Jeremy P. Abson as an independent director, and a shareholder agreement with seller TBG AG provides for board representation, transfer restrictions, and other governance rights.
- · The purchase price is subject to a post-closing adjustment based on net debt and working capital of Megger Group, payable in cash.
- · The shareholder agreement grants TBG AG the right to designate one board member as long as it holds at least 50% of the Consideration Shares.
- · Consideration Shares are subject to transfer restrictions: 50% released after 6 months, the remainder after 12 months.
- · Standstill provisions limit TBG AG from acquiring more than 24.5% of ESCO's outstanding common stock without board consent.
- · The New Credit Agreement matures on October 1, 2031 for the Revolving Credit Facility and Term Loan A, and October 1, 2033 for Term Loan B.
- · The New Credit Agreement includes financial covenants (leverage ratio, interest coverage ratio) and restrictions on incurring debt, granting liens, and asset sales.
- · Financial statements and pro forma financial information will be filed by amendment within 71 calendar days.
- · Mr. Abson was appointed as a Class III director with term ending at the 2029 annual meeting; Mr. Khilnani was reclassified from Class III to Class I director.
02-10-2026
On September 28, 2026, Jon McGarity resigned from the Board of Greenland Mines Ltd. (formerly Klotho Neurosciences, Inc.), and the Board appointed Peter Love and Blair Jordan as new directors to fill the vacancies. The resignations were not due to any disagreement with the company. The appointments bring mineral exploration and corporate finance expertise (Love) and public company executive, investment banking, and legal experience (Jordan) to the board.
- · Peter Love, age 47, has over 18 years of experience in mineral exploration and corporate finance; he is Executive Chairman and co-founder of Torino Metals.
- · Blair Jordan, age 57, is CEO and director of Tungsten Reserve Corp. and independent director and Audit Committee Chair of Standard Uranium Ltd.
- · Blair Jordan previously led a restructuring at Forum Markets, Inc. and completed a $425 million private placement for its Ethereum treasury strategy.
- · Neither Love nor Jordan has been appointed to any Board committees, has family relationships with company officers, or has any reportable transactions under Item 404(a).
- · The company is an emerging growth company and has elected not to use the extended transition period for new accounting standards.
02-10-2026
Velo3D, Inc. filed an 8-K reporting the departure of CFO James Suva on September 28, 2026, and the immediate appointment of Terence P. Wynn, age 70, as Interim CFO through a consulting services agreement with KongBasileConsulting LLC (KBC). The company will pay KBC a monthly fee of $32,500 for Mr. Wynn's services, who will serve as a consultant, not an employee. While the filing notes the separation was not due to any disagreement, the sudden departure of a key financial officer and reliance on an interim consultant introduces leadership uncertainty for investors.
- · Mr. Wynn, age 70, is an inactive CPA in California and has served as an independent CFO consultant through KBC since 2020.
- · The Services Agreement continues until terminated; the Company may terminate at any time on written notice, while KBC must give 60 days' notice.
- · KBC has no liability for Mr. Wynn's acts or omissions, except for its own negligence and services under a separate Engagement Agreement dated January 25, 2021.
- · The Company will indemnify KBC against specified third-party claims and will cover Mr. Wynn under its D&O liability insurance on the same basis as other executive officers.
- · Mr. Wynn does not have any family relationships with any of the Company's directors or executive officers.
02-10-2026
Voya Financial announced an executive leadership change: Santhosh Keshavan, currently Chief Technology and Operations Officer, will become Chief Risk and Global Operating Officer effective January 1, 2027. Rajat Kalia will succeed him as Chief Technology Officer. The filing does not disclose any financial figures or performance metrics.
- · The effective date of the role changes is January 1, 2027.
- · Mr. Keshavan's new role is explicitly not that of the principal operating officer under Item 5.02 of Form 8-K.
02-10-2026
MineralRite Corporation (OTC: RITE) completed a transaction with related party Abstract Concepts 1618 LLC that reduces potential dilution by nearly 2 billion common shares and caps the Series NMC sinking-fund obligation at approximately $269 million. The company repurchased approximately 3.9 million Series NMC Preferred shares through a non-cash integrated exchange involving a $106.7 million promissory note that was subsequently cancelled, while Abstract irrevocably exercised warrants for 6.9 million Series NMC Preferred shares and 53,500 Series D Preferred shares. However, the company remains in early development stages with no revenue-generating operations, no established mineral resources or reserves, and limited capital resources, and the transaction did not generate any cash proceeds for RITE.
- · Abstract Concepts 1618 LLC is a related party because it beneficially owns more than 5% of RITE's common stock.
- · The transaction was structured as a non-cash exchange: RITE issued a $106.7M promissory note to Abstract, which Abstract applied toward repurchasing royalty interests and exercising warrants, fully satisfying and cancelling the note.
- · RITE received no cash proceeds from the warrant exercises.
- · The Restated Certificate of Formation will set authorized Series D Preferred at 60,000 shares and Series NMC Preferred at 10,000,000 shares without increasing total authorized preferred stock.
- · The company has no revenue-generating operations, no established mineral resources or reserves under SEC Regulation S-K Subpart 1300, and is in early development stages.
- · The sinking-fund cap is a contractual agreement between RITE and Abstract; repurchases under the sinking fund remain contingent on availability of sufficient funds.
02-10-2026
Grove Collaborative Holdings appointed Flip van den Bosch as principal financial officer and principal accounting officer effective October 1, 2026. The appointment includes a $25,000 cash retention bonus payable if he remains through May 15, 2027, an annual base salary increase to $261,397, and a grant of 30,000 restricted stock units vesting in two tranches in 2027. The filing does not disclose any financial results or performance metrics, so no positive or negative trends are available.
- · Mr. van den Bosch, age 38, has served as Controller since March 2025 and previously worked at PwC from September 2012 to October 2022, including as senior manager from July 2020.
- · He holds a Master of Laws (LLM) in Tax Law and a Master of Science in Economics from Radboud University and is a CPA.
- · No family relationships or reportable transactions exist between Mr. van den Bosch and the company's directors or officers.
02-10-2026
Nano Dimension Ltd. dismissed KPMG as its independent auditor on September 28, 2026, and simultaneously engaged PwC Israel as its new auditor. KPMG's audit report for FY2025 contained an adverse opinion on internal controls due to a material weakness related to insufficient accounting resources for acquisitions and discontinued operations. No disagreements or other reportable events occurred between the company and KPMG during the relevant periods.
- · KPMG's adverse opinion on internal control over financial reporting as of December 31, 2025 was due to insufficient resources with appropriate accounting knowledge, training, and experience, leading to ineffective controls over acquisition-related accounting and disclosures.
- · The company authorized KPMG to fully respond to PwC Israel's inquiries regarding the material weakness.
- · No consultations occurred between the company and PwC Israel prior to engagement regarding accounting principles or disagreements/reportable events.
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