US Material Events SEC 8-K Filings — May 05, 2026

05-05-2026

Emerson reported second quarter FY2026 net sales of $4,562 million, up 3% YoY reported and 0.5% underlying, driven by Software & Systems (+4% reported) and Safety & Productivity (+5%), but Intelligent Devices grew only 2% reported and -1% underlying, with regional declines in Europe (-4%) and Asia, Middle East & Africa (-5%). Pretax earnings rose to $793 million with 320 bps margin expansion to 17.4%, and adjusted EPS increased 4% to $1.54 amid 15% underlying orders growth, though operating cash flow ($779 million) and free cash flow ($694 million) both declined 6% YoY. The company updated FY2026 outlook to ~4.5% net sales growth, adjusted EPS of $6.45-$6.55, operating cash flow $4.0B-$4.1B, and ~$2.2B cash return to shareholders via $1B repurchases and $1.2B dividends.

• ·Six months FY2026 net sales $8,908M, up 3% YoY reported and 1% underlying.
• ·Q2 FY2026 adjusted segment EBITA margin 27.6%, down 40 bps YoY.
• ·FY2026 Q3 adjusted EPS guidance $1.65-$1.70; full year operating cash flow $4.0B-$4.1B.
• ·Quarterly dividend $0.555 per share, payable June 10, 2026.
• ·Total debt (short-term + long-term) increased to $13,359M from $13,116M as of Sept 30, 2025.

05-05-2026

Avis Budget Group, through ABRCF, executed the Fourth Amendment to the Series 2010-6 Supplement, extending the Class A Scheduled Expiry Date to April 30, 2028 (from April 1, 2027) and Class B to April 30, 2027 (from April 30, 2026), while pushing the Reduction Date to November 1, 2026 (from November 1, 2025). The amendment revises enhancement rates downward post-Interest Rate Cap Expiry Date (e.g., Class A DBRS Below Investment Grade Non-Program from 38.25% to 37.50%), introduces a 10% cap on Electric Vehicle Net Book Value, and replaces Tesla-specific limits with broader Electric Vehicle definitions. These changes enhance financing facility longevity amid adjustments for interest rate caps and vehicle composition.

• ·Deleted definitions: Series 2010-6 Excess Tesla Percentage and Series 2010-6 Maximum Tesla Amount.
• ·New Series 2010-6 Required Liquidity Amount post cap expiry uses Series 2010-6 Interest Rate Cap Liquidity Percentage.
• ·Amendment dated April 30, 2026; SEC filing May 05, 2026.
• ·Revised Schedule I and Exhibit J attached to amendment.

05-05-2026

Drugs Made In America Acquisition Corp (DMAA), a publicly traded SPAC, entered into a definitive merger agreement with Power Analytics Global Corp (PAGC), a private AI and analytics company, dated April 29, 2026, targeting a $1B enterprise value for PAGC with a $300M floor valuation. Post-merger ownership is expected to be approximately 90% held by former PAGC shareholders and 10% by DMAA shareholders prior to PIPE dilution, subject to final capitalization including trust account funds net of redemptions, PIPE financing, and verified revenue contracts. The transaction requires PAGC to be debt-free at closing and provide evidence of commercial traction via revenue contracts, with DMAA using reasonable efforts to deliver minimum cash amid potential redemption risks and market conditions.

• ·PAGC holds a GSA CAGE Code evidencing eligibility for U.S. federal government contracts.
• ·Merger structure: PAGC merges into DMAA or a wholly-owned subsidiary, with PAGC as the surviving entity (NEWCO).
• ·Closing conditions include DMAA stockholder approval, no Material Adverse Effect, and Contract Revenue Condition for commercial traction evidence.

05-05-2026

Bowhead Specialty Holdings Inc. reported robust Q1 2026 financial results, with gross written premiums surging 24.0% YoY to $216.7 million, led by 313.9% growth in Baleen Specialty to $11.4 million and increases in Casualty (20.4% to $147.3 million), Healthcare Liability (28.0% to $30.4 million), and Professional Liability (6.4% to $27.7 million). Net income rose 40.1% to $16.0 million, supported by a 43.5% increase in net investment income to $18.0 million and an improved expense ratio of 28.4% (down 2.0 points YoY), resulting in a combined ratio of 95.3% (improved from 97.3%); however, the loss ratio remained flat at 66.9% YoY.

• ·Book value per share $13.98 and diluted book value per share $13.80 as of March 31, 2026.
• ·Investment portfolio book yield 4.6% and new money rate 4.7%; weighted average effective duration 3.2 years; average rating 'AA-'.
• ·Return on equity 14.1% and adjusted return on equity 14.1% for Q1 2026 (up from 12.0% and 12.1% YoY).
• ·Ceded written premiums increased 31.5% YoY to $76.4 million.
• ·Interest expense and financing fees $3.2 million, up 1180.2% YoY.

05-05-2026

InTest Corporation reported Q1 2026 revenue of $33.9 million, up 27.2% YoY from $26.6 million and 3.2% QoQ from $32.8 million, driven by growth in Defense/Aerospace, Life Sciences, Auto/EV, and Semi, though partially offset by lower Industrial QoQ and Other YoY. Gross margin expanded to 45.5% (up 400 bps YoY), with net earnings of $0.8 million ($0.06 EPS) versus a prior-year loss, but orders of $31.8 million grew 25.4% YoY while declining 15.2% QoQ, and backlog of $51.8 million rose 35.5% YoY but fell 3.9% QoQ. The company raised full-year 2026 revenue guidance to $130-135 million and Q2 revenue to $32-34 million on improving market conditions.

• ·69% of Q1 2026 revenue from non-semiconductor end markets
• ·Approximately 50% of backlog expected to ship beyond Q2 2026
• ·Cash down $2.4M QoQ to $15.7M; term debt reduced by $1.0M
• ·$30.0M available under delayed draw term loan; no REVOLVER borrowings
• ·$2.8M U.S.-based debt outstanding at Q1 end; facility amended May 4, 2026 to extend draws to Aug 28, 2026
• ·Q2 2026 guidance: revenue $32-34M, gross margin ~45%, op ex $13.8-14.2M
• ·FY 2026 guidance: op ex $55-57M, amortization $2.6M, interest $0.3M, tax rate ~18%, capex 1-2% of revenue

05-05-2026

Energizer Holdings reported fiscal 2026 Q2 net sales of $643.3 million, down 3.0% YoY from $662.9 million, with organic net sales declining 5.5% due to 6.1% volume decreases from battery order timing shifts, slower auto care season start, and Middle East conflict impacts. However, adjusted gross margin expanded 360 basis points to 44.4% from 40.8%, driven by a $47.6 million tariff refund and $11.7 million production tax credits, resulting in adjusted EPS of $0.94 (up from $0.67) and adjusted EBITDA of $158.6 million (up from $140.3 million). The company updated FY2026 outlook to low single-digit net sales growth, roughly flat organic net sales, and the high end of prior adjusted EPS ($3.30-$3.60) and EBITDA ($580-$610 million) ranges.

• ·SG&A excluding restructuring and acquisition costs increased to 19.8% of net sales ($127.1M) from 18.8% ($124.5M) YoY, driven by APS contribution and investments offset by $4M Project Momentum savings.
• ·A&P expense decreased $1.8M to 3.0% of net sales from 3.1%.
• ·Operating cash flow for six months ended March 31, 2026 was $147.8M.
• ·Q3 FY2026 outlook: low single digit organic net sales growth, adjusted EPS $0.75-$0.85.
• ·APS acquisition completed May 2, 2025, contributed $2.1M to Q2 net sales.

05-05-2026

Sotera Health delivered strong Q1 2026 results with net revenues up 10.0% YoY (6.5% constant currency) to an implied $280 million, net income of $27 million ($0.09 per diluted share) versus a $13 million loss prior year, and Adjusted EBITDA up 10.5% (6.9% constant currency), driven by Sterigenics (revenues +9.7% to $186 million, +6.1% CC) and Nordion (revenues +29.0% to $42 million, +25.8% CC). However, Nelson Labs revenues declined 0.7% to $52 million (-3.8% CC) with segment income down 11.5% to $15 million. The company reaffirmed its FY2026 outlook for 5.0%-6.5% constant currency net revenue growth ($1.233-$1.251 billion) and 5.5%-7.0% Adjusted EBITDA growth ($632-$641 million), announced a planned CEO transition, and added two independent directors to the Board.

• ·Net cash provided by operating activities of $29 million, inclusive of a $34 million legal settlement
• ·Interest expense outlook $135 million to $145 million
• ·Tax rate applicable to Adjusted Net Income 27.0% to 29.0%
• ·Adjusted EPS outlook $0.93 to $1.01
• ·Weighted-average fully diluted share count outlook 289 million to 291 million shares
• ·Capital expenditures outlook $175 million to $225 million

05-05-2026

Compass Diversified (CODI) completed the sale of its subsidiary Sterno's food service business to Archer Foodservice Partners on May 1, 2026, for an enterprise value of $292.5 million, receiving approximately $280 million in proceeds after adjustments and allocations. CODI plans to use the net proceeds to repay senior secured debt, targeting a senior secured net leverage ratio below 1.0x by June 30, 2026, to avoid excess leverage fees. CEO Elias Sabo described the transaction as a meaningful deleveraging step executed at a favorable valuation despite macroeconomic challenges.

• ·Raymond James acted as financial advisor to Sterno; Jefferies as financial advisor to CODI; Brownstein Hyatt Farber Schreck, LLP as legal counsel to Sterno and CODI.
• ·Forward-looking statements note risks including potential fees if leverage not reduced per senior credit facility milestones and impacts on Rimports business.

05-05-2026

CH4 Natural Solutions Corporation, a SPAC sponsored by affiliates of Riverstone Earth LLC, announced the pricing of its IPO of 20,000,000 units at $10.00 per unit, for gross proceeds of $200,000,000. Units will trade on the NYSE under ticker MTNE.U starting May 1, 2026, with separate trading of Class A ordinary shares (MTNE) and warrants (MTNE.WS) to follow; Santander serves as sole book-running manager. The underwriters have a 45-day option to purchase up to 3,000,000 additional units.

• ·IPO registration statement declared effective by SEC on April 30, 2026
• ·Units consist of one Class A ordinary share and one-half of one redeemable warrant
• ·Company focuses on merger targets with real-asset footprint in nature-based systems, agriculture, land management, energy and industrial supply chains

05-05-2026

Avista Corp reported Q1 2026 GAAP net income of $92 million ($1.11 per diluted share), up from $79 million ($0.98) in Q1 2025, driven by higher utility margins and investment gains; non-GAAP utility earnings rose to $91 million ($1.10 per share) from $82 million ($1.01). While natural gas utility margin increased by $4 million after-tax and overall utility earnings grew $9 million, electric utility margin declined slightly to $185 million net of tax from $187 million due to Colstrip cost recovery removal. The company confirmed its 2026 non-GAAP utility earnings guidance of $2.52-$2.72 per diluted share.

• ·Expected base capital expenditures: 2027 $635M, 2028 $800M, 2029 $680M, 2030 $710M.
• ·2026 guidance assumptions include normal weather, ERM negative impact of ($0.10) per diluted share, 12% effective tax rate, $615M capex.
• ·Non-regulated other business income $1M in Q1 2026 vs losses of $3M in Q1 2025.

05-05-2026

ARC Group Acquisition I Corp, a blank check company (SPAC), announced the pricing of its $105,000,000 initial public offering of 10,500,000 units at $10.00 per unit, expected to list on Nasdaq under 'ARCLU' starting April 30, 2026, with closing on May 1, 2026. Each unit includes one Class A ordinary share, one redeemable warrant (exercisable at $11.50), and one right to 1/4 Class A share upon business combination. Underwriters have a 45-day option for 1,575,000 additional units; the company targets acquisitions in technology, healthcare, and logistics.

• ·Units expected to begin separate trading with symbols ARCL (shares), ARCLW (warrants), ARCLR (rights).
• ·S-1 registration (File No. 333-288410) effective April 27, 2026.
• ·Company incorporated as British Virgin Islands business company.

05-05-2026

Helix Energy Solutions Group, Inc. (NYSE: HLX) sold all equity interests in its Gulf of America-focused Shallow Water Abandonment business to C-Dive, LLC (Chouest group) for $107.5 million cash at closing, adjustable for working capital and other expenses; the deal was signed and closed on May 1, 2026. This divestiture sharpens Helix's strategic focus on deepwater well intervention, decommissioning, robotics, and offshore services, aligning with its proposed merger with Hornbeck Offshore Services, Inc. No declines or flat metrics are reported in the announcement.

• ·Transaction supports focus on deepwater operations, robotics, well intervention, and decommissioning
• ·Helix achieved record financial performance in the divested business since acquisition
• ·SEC filings referenced: Form 10-K (filed Feb 26, 2026), 10-Qs, proxy for 2026 annual meeting (filed Apr 1, 2026), upcoming Form S-4

05-05-2026

iAnthus Capital Holdings, Inc. appointed Jason Ware as Chief Financial Officer effective immediately on April 29, 2026, bringing over twenty years of finance leadership experience from companies including Genesco, Nutrafol, Victoria’s Secret, and L Brands. This follows the resignation of prior CFO Justin Vu, who had served in the role since January 6, 2025, and will continue in a consulting capacity for up to six weeks. CEO Richard Proud expressed enthusiasm for Ware's addition to drive operational performance and capital strategy amid the company's multi-state cannabis operations and premium brand portfolio.

• ·Justin Vu served as Interim CFO since April 5, 2024, and Senior Vice President of Finance since early 2023.
• ·Contact: Jason Ware, 1-646-518-9418, investors@ianthuscapital.com

05-05-2026

Integra LifeSciences Holdings Corporation announced Stuart M. Essig, current Chairman, as its new President and Chief Executive Officer effective May 1, 2026, succeeding Mojdeh Poul who is pursuing other opportunities; Essig previously served as CEO from 1997 to 2012. The company also appointed Michael McBreen, former EVP and President of Codman Specialty Surgical, as the newly created Chief Commercial Officer to strengthen commercial focus and revenue growth. The leadership transition emphasizes continuity, execution on priorities like quality remediation and operational resilience, with Essig addressing it on the Q1 2026 earnings call.

• ·Stuart Essig has over 30 years of experience in medical technology; served as Integra director since 1997 and Chairman since 2012.
• ·Michael McBreen has over 30 years of commercial experience in medical technology.
• ·Q1 2026 financial results conference call at 8:30 a.m. Eastern time on May 5, 2026, with live webcast on company website.

05-05-2026

Onity Group Inc. reported Q1 2026 net income attributable to common stockholders of $7 million (diluted EPS $0.74, ROE 4%), with total revenue up 18% YoY to $294 million, adjusted revenue up 26% YoY to $278 million, originations volume up 2x to $14 billion, and ending servicing UPB up 11% to $338 billion. However, the company posted an adjusted pre-tax loss of $6 million (annualized adjusted ROE of -4%) due to mortgage interest rate volatility, higher-than-expected refinancing activity, and elevated FHA delinquencies. Updated 2026 adjusted ROE guidance to 10%-15% from prior 13%-15%, while reaffirming servicing UPB growth, MSR hedge effectiveness, and operating efficiency.

• ·Book value per share of $75, up $17 vs Q1 2025.
• ·Servicing advances reduced 28% to $431M while owned forward servicing UPB grew 32% since Q1 2024.
• ·Funded recapture volume up 4x vs Q1 2025.
• ·Raised additional $200M from high yield debt offering.

05-05-2026

FTC Solar reported Q1 2026 revenue of $17.3 million, down 47.5% QoQ and 17.0% YoY, with a GAAP gross loss of $1.2 million (7.1% of revenue) and Non-GAAP gross loss of $0.4 million (2.2%), though gross margins improved YoY from -16.6% GAAP. GAAP net income was $32.6 million driven by a $48.7 million warrant gain, but adjusted EBITDA loss widened to $8.2 million from $2.3 million QoQ. The company appointed Anthony Carroll as CEO, secured a 1GW tracker award from a new customer, grew contracted backlog to $543 million, and expects full-year 2026 revenue growth of ~40% over 2025.

• ·Cash and cash equivalents declined to $5.6 million from $21.1 million at Dec 31, 2025.
• ·Total assets $97.8 million at March 31, 2026, down from $111.8 million at Dec 31, 2025.
• ·Q2 2026 revenue guidance $22.0M – $26.0M.
• ·Q1 2026 GAAP operating expenses $10.8 million, up from $7.1 million YoY.

05-05-2026

DigitalOcean reported Q1 2026 revenue of $258 million, up 22% YoY, with ARR reaching $1,032 million (+22% YoY), AI Customer ARR at $170 million (+221% YoY), and Million+ Dollar Customer ARR at $183 million (+179% YoY), while delivering record $62 million in incremental organic ARR. However, net income fell 59% YoY to $16 million and operating income declined 3% YoY to $37 million, with net cash from operating activities dropping to $47 million (18% margin) from $64 million (30% margin) in Q1 2025. The company raised its FY2026 revenue growth outlook to 26% ($1.130-$1.145 billion) and FY2027 to over 50%, launched DigitalOcean AI-Native Cloud, acquired Katanemo Labs, and added 60 MW of data center capacity.

• ·RPO of $243 million as of Q1 2026, with $167 million expected over next 12 months (vs $14 million in Q1 2025).
• ·$100K+ customers represent 30% of total revenue.
• ·$500K+ and $1M+ customers represent 21% and 18% of total revenue, respectively.
• ·Added approximately 60 MW of incremental committed data center capacity coming online throughout 2027.
• ·Completed follow-on offering of 11.9 million shares.

05-05-2026

AdaptHealth Corp. reported first quarter 2026 net revenue of $819.8 million, up 5.4% YoY from $777.9 million, with 9.1% organic growth across all segments driven by the largest de novo expansion in home medical equipment history serving over 10 million members of a new partner. However, Adjusted EBITDA declined 5.3% to $121.2 million from $127.9 million, net loss attributable to the company widened to $16.0 million from $7.2 million, cash flow from operations slightly decreased to $93.7 million from $95.5 million, and free cash flow deteriorated to negative $27.5 million from negative $0.1 million, partly due to $12.0 million in elevated labor expenses expected to normalize. The company raised FY2026 net revenue guidance to $3.45 billion to $3.52 billion while maintaining Adjusted EBITDA ($680 million to $730 million) and free cash flow ($175 million to $225 million) outlook.

• ·In April 2026, completed $1.1 billion refinancing of senior secured credit facility, reducing near-term amortization and cost of debt.
• ·In April 2026, completed disposition of remaining custom rehabilitation assets to focus on core Sleep and Respiratory Health businesses.
• ·Total assets as of March 31, 2026: $4.424 billion, up from $4.317 billion as of December 31, 2025.

05-05-2026

On May 4, 2026, Fermi Inc. elected Mr. Larry Kellerman, its Chief Power Officer, to the Board as a Class III director to fill the vacancy created by Mr. Neugebauer’s previously announced departure, pursuant to the Director Nomination Agreement dated September 30, 2025. Vicksburg Equity Holdings, LLC (controlled by Mr. Neugebauer) exercised its nomination right as assignee from TMNN Manager LLC. No changes were made to Mr. Kellerman’s compensation in connection with the appointment.

• ·Mr. Kellerman’s initial term expires at the Company’s 2028 annual meeting or until earlier resignation, death, or removal.
• ·Information required by Items 401(b), 401(d), and 404(a) of Regulation S-K with respect to Mr. Kellerman incorporated by reference from Amendment No. 1 on Form 10-K/A filed April 30, 2026.
• ·Company formerly known as Fermi LLC; name change effective 2025-06-05.

05-05-2026

On May 4, 2026, the Compensation Committee of FibroBiologics, Inc. granted stock options under the 2022 Stock Plan to purchase 92,410 shares of common stock to CEO Pete O’Heeron and 61,607 shares each to CFO Jason D. Davis, CSO Hamid Khoja, Ph.D., and General Counsel Ruben A. Garcia, all at an exercise price of $1.38 per share. The options vest with one-fourth on the one-year anniversary of the grant date and the remainder in 36 equal monthly installments thereafter, subject to continued service. No financial performance metrics or period-over-period comparisons were reported.

• ·Filing date: May 5, 2026; Earliest event date: May 4, 2026
• ·Registrant is an emerging growth company
• ·Common stock trades under symbol FBLG on Nasdaq

05-05-2026

Hilton Worldwide Holdings Inc. announced on May 5, 2026, that Christopher W. Silcock, President, Global Brands & Commercial Services, intends to retire in the first quarter of 2027. In preparation, effective later in 2026, Laura Fuentes will transition to Chief Brand Officer, Chris Wilroy will join the Executive Committee, and the company will conduct an external search for a new Chief Technology Officer.

• ·Leadership updates effective later in 2026.
• ·Outside search underway for new Chief Technology Officer.

05-05-2026

MSA Safety Incorporated (NYSE: MSA) has entered a definitive agreement to acquire Autronica Fire and Security for approximately $555 million, expanding its fire and gas detection capabilities into a $3 billion+ total addressable market. Autronica reported $160 million in 2025 revenue with a 20% adjusted EBITDA margin, employs about 500 people, and is expected to be accretive to MSA's adjusted EPS in the first full year post-acquisition. The transaction aligns with MSA's Accelerate strategy, with closing anticipated in Q3 2026 subject to approvals.

• ·Expected closing in third quarter of 2026, subject to customary conditions and regulatory approvals
• ·Funded through combination of cash on hand and borrowings under existing credit facility
• ·Autronica headquartered in Trondheim, Norway; founded in 1957
• ·MSA Safety headquartered in Cranberry Township, Pennsylvania; founded in 1914

05-05-2026

Apimeds Pharmaceuticals US, Inc. appointed Sungjoon Chae as Co-Chief Executive Officer effective May 4, 2026, pursuant to a stockholder nomination approved by the board. Mr. Chae, who holds a Master of Architecture in Urban Design from Harvard University (2013), specializes in real estate development and urban regeneration projects in South Korea and the United States. There are no family relationships, related party transactions, or finalized compensation arrangements disclosed.

• ·No arrangements or understandings between Sungjoon Chae and any other persons for his selection other than the stockholder nomination.
• ·No family relationships between Sungjoon Chae and any officers or directors.
• ·No related party transactions with Sungjoon Chae requiring disclosure under Item 404(a) of Regulation S-K.
• ·Material terms of compensation arrangements not yet determined and will be disclosed once finalized.
• ·Company is an emerging growth company; common stock (par value $0.01) trades as APUS on NYSE American LLC.

05-05-2026

BrightView reported Q2 FY26 net service revenues up 6.1% YoY to $702.9 million, driven by 4.0% growth in Landscape Maintenance revenue to $333.0 million and 28.5% surge in Snow Removal to $221.6 million, achieving record Adjusted EBITDA of $79.1 million (up 7.6%, margin 11.3%). However, net income declined 73.4% to $1.7 million (margin 0.2%), and Development Services revenue fell 13.0% to $149.6 million with Adjusted EBITDA down 44.2% (margin 6.4%). The company raised FY26 total revenue guidance to $2.745-$2.795 billion and Land Maintenance to +2% to +3% growth, but lowered Development Services to -5% to 0%; it also repriced its revolving credit facility and repurchased 1.1 million shares.

• ·6M FY26 net cash provided by operating activities $82.3M, down 45.7% YoY
• ·6M FY26 Adjusted Free Cash Flow $(24.5)M, down from $67.0M inflow YoY
• ·6M FY26 capital expenditures $113.5M, up 23.0% YoY (8.6% of revenue)
• ·Total Net Financial Debt to Adjusted EBITDA ratio 2.5x as of March 31, 2026 (up from 2.3x at Sep 30, 2025)
• ·FY26 Development Services revenue guidance revised down to ~ (5%) to ~ 0% from ~ 0% to ~ +2%

05-05-2026

Westwood Holdings Group Inc filed an 8-K on 2026-05-05 disclosing Item 5.02 on departures or appointments of directors/officers and compensatory arrangements, Item 5.07 on submission of matters to a vote of security holders, and Item 9.01 on financial statements and exhibits. No specific details on individuals, reasons for changes, vote outcomes, or quantitative metrics are disclosed in the provided filing summary. No positive or negative metrics reported.

05-05-2026

Mountain Crest Acquisition 6 Corp., a blank check company (SPAC), announced the pricing of its $60 Million initial public offering of 6,000,000 units at $10.00 per unit, with each unit consisting of one ordinary share and one right entitling the holder to 1/4 of one ordinary share upon initial business combination. Units are expected to begin trading on Nasdaq under 'MCAHU' on April 30, 2026, with closing anticipated on May 1, 2026, subject to customary conditions. D. Boral Capital LLC serves as sole book-running manager, with a 45-day option to purchase up to 900,000 additional units.

• ·Registration Statement on Form S-1 (File No. 333-294891) declared effective by SEC on April 29, 2026
• ·Expected separate trading of ordinary shares (MCAH) and rights (MCAHR) on Nasdaq after units separate

05-05-2026

Option Care Health, Inc. announced on May 5, 2026, that Christopher L. Grashoff will depart as Chief Growth Officer, effective May 8, 2026. Mr. Grashoff is entitled to separation benefits under the Company's Amended and Restated Executive Severance Plan, conditioned on a general release of claims and compliance with restrictive covenants. The filing was signed by Collin Smyser, General Counsel and Corporate Secretary.

05-05-2026

Splash Beverage Group, Inc. received an NYSE notice on April 29, 2026, stating non-compliance with minimum shareholders’ equity continued listing standards, requiring a compliance plan submission by May 29, 2026, with a potential cure period to January 29, 2027. The company has entered a letter of intent for a potential business combination (Merger) with Medterra CBD, LLC, delivering a draft merger agreement and awaiting comments, which it hopes will aid compliance restoration. While facing delisting risk, management emphasizes balance sheet strengthening amid forward-looking uncertainties including capital needs and third-party approvals.

• ·Merger subject to due diligence, definitive Merger Agreement, shareholder approval, repayment of Medterra’s indebtedness, lender agreement on warrants, and third-party consents.
• ·Risk factors detailed in Form 10-K for year ended December 31, 2025.

05-05-2026

PRA Group, Inc. amended and extended its European Credit Agreement on April 30, 2026, maintaining the €730 million commitment and pushing maturity to April 2031 from the original November 2027. This action supports the PRA 3.0 strategy by staggering debt maturities, with no maturities until 2028 and ample liquidity. CFO Rakesh Sehgal noted the continued support from lending partners with no changes to commitment level or pricing.

• ·Original maturity date: November 2027
• ·Investor contact: (757) 431-7913, IR@PRAGroup.com

05-05-2026

Vireo Growth Inc. (VREOF) announced an all-stock acquisition of FLUENT Corp. (CNTMF), with FLUENT shareholders receiving 0.0705359 Vireo subordinate voting shares per FLUENT share, expected to expand Vireo's Florida operations to approximately 74 stores and 144,000 square feet of cultivation/production canopy following regulatory approvals. FLUENT's Florida operations generated approximately $71.5 million in revenue in 2025, and the deal includes a $30 million debt equitization and an operating budget for right-sizing non-core assets and cost reductions. The transaction has unanimous board approvals (with abstentions), a fairness opinion, and 38.3% voting support but remains subject to shareholder vote in Q2 2026, regulatory approvals, and court sanction, with closing targeted for Q4 2026.

• ·FLUENT operates in Florida, New York, and Texas with 8 cultivation/manufacturing facilities and 35 active retail locations.
• ·Transaction approved unanimously by FLUENT Board (interested directors abstaining) and Vireo Board (one interested director abstaining), supported by independent fairness opinion from ATB Cormark.
• ·Chris Hagedorn resigned from FLUENT Board effective with announcement.
• ·Expected FLUENT shareholder meeting in Q2 2026 requiring 2/3 approval and majority of minority if applicable.

05-05-2026

On May 5, 2026, Edgemode, Inc. appointed Simon Kiero-Watson to its Board of Directors to fill a vacancy created by a prior director's resignation in September 2025; he will serve until the next annual stockholder meeting or earlier resignation/removal. Mr. Kiero-Watson, Head of Markets at Tokenise Group since April 2021 and director of several Tokenise-related entities since June 2018, will receive 10,000,000 shares of restricted common stock as compensation under an Independent Director Agreement, with standard indemnification. No arrangements, understandings, or material transactions involving Mr. Kiero-Watson and the Company were disclosed.

• ·Vacancy on Board created by prior director's resignation in September 2025.
• ·Mr. Kiero-Watson has held directorships since June 2018.
• ·No transactions with the Company in which Mr. Kiero-Watson had or will have a direct or indirect material interest per Item 404(a) of Regulation S-K.

05-05-2026

Unusual Machines, Inc. (NYSE American: UMAC) initiated approximately $75 million in strategic purchase orders for materials and inventory across its NDAA-compliant drone component product lines to support expanding production and supply chain scalability. The company recently raised approximately $150 million to fund these investments, positioning it to meet demand from U.S. drone procurement programs like the Department of War’s Drone Dominance efforts over the next 12 months. CEO Allan Evans highlighted the focus on overcoming supply chain constraints amid strong market demand.

• ·Global drone accessories market currently valued at $17.5B, projected to top $115B by 2032 per Fact.MR.
• ·Company retails through Rotor Riot ecommerce store and seeks to be Tier-1 parts supplier in U.S. drone industry.

05-05-2026

Forefront Tech Holdings Acquisition Corp announced the pricing of its $100,000,000 initial public offering of 10,000,000 units at $10.00 per unit, with trading to commence on Nasdaq under 'FTHAU' on April 30, 2026, and closing expected on May 1, 2026. Each unit includes one Class A ordinary share and one-half of one redeemable warrant exercisable at $11.50 per share. The company granted underwriters a 45-day option to purchase up to 1,500,000 additional units and plans to focus on technology sector targets including blockchain-enabled AI, digital trade identities, and robotics.

• ·BTIG, LLC acting as sole book-running manager.
• ·Winston & Strawn LLP as legal counsel to the Company; Loeb & Loeb LLP as legal counsel to BTIG.
• ·Registration statement effective April 29, 2026.

05-05-2026

Finance of America Reverse LLC, an indirect subsidiary of Finance of America Companies Inc., entered into an amendment on April 30, 2026, to prior agreements with Onity Mortgage Corporation for the acquisition of mortgage servicing rights (MSRs) on approximately 20,000 HECM loans with a $5.1 billion unpaid principal balance as of March 31, 2026, along with OMC's reverse mortgage loan pipeline as of closing. FAR will assume certain OMC US-based reverse originations employees in May and July 2026, and pay the estimated book value of the assets at closing subject to adjustments. OMC will subservicer the MSRs for three years with automatic one-year renewal, while discontinuing its reverse originations business except for recapture activities; the deal is subject to GNMA consent and customary conditions, with termination possible by August 1, 2026.

• ·Amendment dated April 30, 2026, modifies Asset Purchase Agreement and Reverse Mortgage Servicing Rights Purchase and Sale Agreement originally dated November 17, 2025.
• ·OMC subservicing agreement: three-year term with automatic one-year renewal unless 180 days' non-renewal notice.
• ·FAR to assume certain US-based reverse originations employees in May 2026 and additional in July 2026.
• ·Transaction subject to GNMA consent without adverse modifications and customary closing conditions.
• ·Either party may terminate if not consummated by August 1, 2026.

05-05-2026

CommScope Holding Company, Inc., through its subsidiary Vistance Networks, Inc. (Seller), entered into a Purchase Agreement dated April 29, 2026, with Belden Inc. (Buyer) to sell the RUCKUS reporting segment, including Purchased Assets, Purchased Shares, and Assumed Liabilities. The transaction encompasses the design, production, and sale of specified product categories, excluding Shared Services, subject to customary representations, warranties, covenants, and closing conditions. No purchase price or financial terms are disclosed in the provided filing excerpt.

• ·Agreement Date: April 29, 2026
• ·Filing Date: May 05, 2026
• ·Reference balance sheet date: December 31, 2025
• ·Transaction structure: Asset Purchase and Share Purchase

05-05-2026

Kimberly-Clark Corporation announced that Andrew Scribner, Vice President and Controller, will depart effective May 22, 2026, after notifying the company on May 1, 2026. Nelson Urdaneta, Senior Vice President and Chief Financial Officer, will serve as interim principal accounting officer in addition to his current duties. No permanent replacement details were provided.

• ·Departure notification date: May 1, 2026
• ·Additional information on Nelson Urdaneta available in Form 10-K for year ended December 31, 2025 and 2026 Proxy Statement

05-05-2026

On April 29, 2026, J. Ross Franklin notified Atlantic American Corporation of his resignation as Vice President, Chief Financial Officer, and Secretary, effective May 27, 2026. The resignation is not due to any disagreement with the Company’s operations, policies, or practices. The Company has commenced the process to name a successor CFO.

05-05-2026

On April 30, 2026, the Board of Directors of Core Scientific, Inc. appointed Jorge Ray, age 43, as Principal Accounting Officer, effective May 7, 2026; he has served as Chief Accounting Officer since March 2026. Mr. Ray brings extensive experience, including roles as Corporate Controller at Raymond James Financial, Inc. (April 2025–March 2026) and Executive Vice President and Chief Accounting Officer at BankUnited, Inc. (May 2017–April 2025), along with prior work at KPMG LLP and PricewaterhouseCoopers LLP. His compensation package includes an annual base salary of $400,000, target bonus opportunity of 40% of base salary, a one-time $600,000 restricted stock unit grant vesting over three years, and a $193,000 signing bonus (including $71,000 for relocation).

• ·Jorge Ray holds a Master of Business Administration from the MIT Sloan School of Management.
• ·No arrangements or understandings with other persons for the appointment; no family relationships with directors or executive officers; no disclosable transactions under Item 404(a) of Regulation S-K.

05-05-2026

Kinsale Capital Group, Inc. announced the retirement of Diane Schnupp from her role as Executive Vice President and Chief Information Officer, effective April 29, 2026. The company entered into a severance agreement with Ms. Schnupp, providing payments of $20,833.33 per pay period from April 30, 2026 to July 31, 2026, and $1,041.67 per pay period from August 15, 2026 to March 1, 2028, with equity awards continuing to vest until March 2, 2028. No other operational or financial impacts from the departure are disclosed.

• ·Retirement Agreement to be filed as an exhibit to the Company's Form 10-Q for the quarterly period ended June 30, 2026.
• ·Event reported on April 29, 2026; 8-K filed on May 5, 2026.

05-05-2026

Klaviyo reported strong Q1 FY26 results with revenue of $358.0 million, up 28% YoY, non-GAAP operating margin of 16% (record as public company), total customers over 196,000, customers generating over $50,000 ARR up 38% YoY to 4,175, and NRR of 110% (up 2pp YoY). The company raised FY26 revenue guidance to $1.514-$1.522 billion (23-24% YoY growth) and authorized a $500 million share repurchase program. However, CFO Amanda Whalen will step down effective August 21, 2026, transitioning to an advisory role through November.

• ·Authorized $500 million share repurchase program, with $100 million accelerated share repurchase completed in April.
• ·Q2 FY26 guidance: Revenue $359-$363 million; Non-GAAP Operating Income $47.5-$50.5 million (13.0%-14.0% margin).
• ·Fully diluted shares outstanding estimated at 328.3 million as of March 31, 2026.

05-05-2026

Alight, Inc. filed an 8-K on 2026-05-05 disclosing an officer change under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers), alongside results of operations and financial condition (Item 2.02), Regulation FD disclosure (Item 7.01), and financial statements and exhibits (Item 9.01). Specific details on the officer position, name, appointment or resignation, reasons, or timing are NOT_DISCLOSED. No quantitative financial metrics, period-over-period comparisons, or other numerical data are provided.

05-05-2026

Viskase Holdings, Inc. (formerly Enzon Pharmaceuticals, Inc.) announced that its Board adopted a Section 382 Rights Plan (Tax Benefits Preservation Plan) to protect significant U.S. federal and state NOL carryforwards and tax credits from limitation due to an ownership change under Section 382 of the Internal Revenue Code. The plan deters any person or group from acquiring beneficial ownership of 4.9% or more of outstanding common stock (or increasing existing stakes above that for current 5% holders), with rights becoming exercisable to allow other shareholders to acquire shares at a 50% discount. The plan expires on May 4, 2029, unless terminated earlier, and includes Board discretion to exempt transactions or persons.

• ·Ownership change under Section 382 occurs if 5%+ stockholders collectively increase aggregate ownership by more than 50% over a three-year period.
• ·Current 4.9%+ owners may retain shares but cannot acquire additional shares without triggering the plan.
• ·Rights initially trade with common stock and Board may exempt persons or transactions.

05-05-2026

Perrigo Company plc held its 2026 Annual General Meeting on April 30, 2026, where shareholders elected all nine nominated directors, ratified Ernst & Young LLP as independent auditor for the year ending December 31, 2026, approved executive compensation on an advisory basis, and approved the 2026 Long-Term Incentive Plan replacing the 2019 plan. All proposals passed with strong majority support, though directors Orlando D. Ashford (11,591,846 against) and Albert A. Manzone (15,132,058 against) faced notable opposition. Additional approvals included renewing the Board's authority to issue shares and opt-out of pre-emption rights under Irish law.

• ·Board approved 2026 Plan on February 18, 2026, subject to shareholder vote.
• ·Proxy statement filed March 20, 2026.
• ·All director elections had 8,926,588 broker non-votes.
• ·Advisory vote on executive compensation: 105,407,787 for, 1,748,436 against, 131,490 abstain.

05-05-2026

International Media Acquisition Corp., a Delaware SPAC (Parent), entered into an Amended and Restated Merger Agreement dated April 30, 2026, superseding a prior agreement from April 3, 2025, to acquire VCI Holdings Limited (BVI) and its subsidiaries Ethanol Quang Nam Production Company Limited (EQN) and Vietnam Biofuels Development Joint Stock Company (VNB) in the biofuels sector. Under the restructured transaction, Valix Limited (Purchaser) will acquire 100% of VCI shares in exchange for Purchaser shares, followed by a reincorporation merger of Newbio Merger Limited (Merger Sub) into Parent (with Parent surviving as Purchaser's subsidiary) and redomestication of Parent to the British Virgin Islands. No financial consideration details or performance metrics are disclosed in the filing.

• ·VNB is a joint stock company incorporated under Vietnam laws; EQN is a limited liability company under Vietnam laws
• ·Prior to Closing, Company (VCI) will own 100% of EQN following Restructuring
• ·Parent (IMAQ) is a blank check company; Purchaser formed to act as publicly traded holding company
• ·Agreement filed as Exhibit 2.1 in 8-K on May 05, 2026 under Items 1.01 and 9.01

05-05-2026

Amkor Technology, Inc. entered into an additional call option transaction confirmation (capped call) with a dealer, related to its issuance of 0.000% Convertible Senior Notes due 2031 with an aggregate initial principal amount of USD 1,000,000,000, potentially increasing by up to USD 150,000,000 upon exercise of the initial purchasers' option. The transaction features a strike price of USD 106.3683, cap price of USD 139.5000, Free Convertibility Date of April 15, 2031, and Expiration Date of July 15, 2031. This supplements the base call option confirmation dated April 30, 2026, under an ISDA agreement tied to the notes' indenture dated May 5, 2026.

• ·Indenture dated May 5, 2026 with U.S. Bank Trust Company, National Association as trustee
• ·Offering Memorandum dated April 30, 2026
• ·Option Entitlement: product of Applicable Percentage and 9.4013
• ·Exchange: Nasdaq Global Select Market

05-05-2026

Alphatec Holdings, Inc. (ATEC) entered into a new credit facility including a $125M revolving credit facility and $175M Term Loan A, led by JPMorgan Chase Bank, N.A. and TD Securities (USA) LLC, refinancing existing debt with Braidwell LP, Pharmakon Advisors LP, and MidCap Financial Trust. The facility simplifies capital structure, reduces borrowing costs with SOFR + 275 bps rate, extends maturities to 2031, and is expected to save more than $6M in annual interest expense and over $35M over its life, with a $150M accordion feature. No declines or flat metrics reported; transaction reflects strong operating performance.

• ·Maturities extended to 2031.
• ·Additional information including credit agreement to be filed in subsequent 8-K.
• ·Company vision: Standard Bearer in Spine.

05-05-2026

Brixmor Operating Partnership LP entered into an underwriting agreement dated April 30, 2026, with representatives J.P. Morgan Securities LLC, PNC Capital Markets LLC, Scotia Capital (USA) Inc., and TD Securities (USA) LLC for the issuance and sale of $400,000,000 aggregate principal amount of 5.375% Senior Notes due 2036. The notes will be issued under an Indenture dated January 21, 2015, as supplemented by the Sixteenth Supplemental Indenture dated May 5, 2026, with The Bank of New York Mellon as trustee. No financial performance metrics or period-over-period comparisons are provided in the filing.

• ·Preliminary prospectus supplement dated April 30, 2026
• ·Base Prospectus dated October 28, 2025
• ·Base Indenture dated January 21, 2015

05-05-2026

Lunai Bioworks, Inc. entered into an Agreement and Plan of Merger dated April 27, 2026, whereby Neurobridge IP Holdings Incorporated (owned 62.5% by Oncotelic Inc. and 37.5% by Pelerin Therapeutics Inc.) will merge into a wholly-owned subsidiary of Lunai, with Lunai issuing 8 shares of Series B Convertible Preferred Stock as merger consideration with an aggregate Stated Value of $20,000,000 ($12,500,000 to Oncotelic and $7,500,000 to Pelerin). The preferred stock is convertible into common stock at a fixed price of $1.50 per share, subject to a Conversion Gate requiring stockholder approval and structured for Nasdaq Rule 5635 compliance. No additional consideration is payable, and the deal includes patent assignments and restrictive covenants.

• ·Merger effective upon filing Certificate of Merger with Delaware Secretary of State post-Closing.
• ·No fractional shares issued; rounded down with no cash in lieu.
• ·Holders must provide administrative deliveries (stock certificates, IRS Form W-9/W-8, patent assignments) post-Closing, but failure does not prevent issuance.
• ·Structured with non-voting Series B Preferred (except as required by law), no governance rights, and no economic adjustments tied to stockholder approval delay.
• ·Closing remotely via electronic signatures upon satisfaction of conditions in Article VII.

05-05-2026

Modine Manufacturing Company entered into Amendment No. 2 to its Sixth Amended and Restated Credit Agreement on April 30, 2026, with Airedale International Air Conditioning Limited as co-borrowers and JPMorgan Chase Bank, N.A. as administrative agent. The amendment facilitates the separation, disposition, and spin-off of the Company's Performance Technologies business (PT Transaction) pursuant to an Agreement and Plan of Merger dated January 29, 2026, by permitting indebtedness incurrence by a new subsidiary with proceeds held in escrow and mandating prepayment of existing loans upon release. No financial metrics or performance changes were disclosed.

• ·Original Credit Agreement dated July 10, 2025
• ·Amendment filed as Exhibit 4.1

05-05-2026

Latham Group reported Q1 2026 net sales of $117.3 million, up 5.3% YoY, driven by growth in covers (+6.0%) and liners (+9.1%), with in-ground pools up modestly (+3.4%) aided by the Freedom Pools acquisition and Florida double-digit growth, though organic in-ground sales remained steady due to adverse weather. Adjusted EBITDA rose 9.2% to $12.2 million with margin expansion, but net loss widened to $8.5 million from $6.0 million amid 19.5% higher SG&A from investments and integration costs. The company reaffirmed FY2026 guidance for 9.0% net sales growth ($580-610M) and 12.7% Adjusted EBITDA growth ($105-120M) at midpoints.

• ·Net debt leverage ratio of 2.8x at Q1 end.
• ·Capital expenditures included $17.6M for four fiberglass production sites and $4.9M for ongoing projects.
• ·FY2026 capex guidance $42-48M.