US Material Events SEC 8-K Filings — May 08, 2026

08-05-2026

On May 7, 2026, TTM Technologies, Inc. held its Annual Meeting of Stockholders with 89.61% of shares present; all proposals passed with strong support, including the election of Class II Directors Julie S. England, Philip G. Franklin, and Edwin Roks, approval of the Equity Advantage Match Plan, say-on-pay, annual frequency for future say-on-pay votes, and ratification of KPMG LLP as auditors. John G. Mayer resigned from the Board due to mandatory retirement age of 75, following prior retirements and appointments of Daniel G. Korte and Ryan D. McCarthy effective the same day. The Board approved updates to committee compositions, including Audit, Human Capital and Compensation, Nominating and Corporate Governance, and Government Security Committees.

• ·Proposal 1 Election: Julie S. England (74,503,297 For, 12,147,231 Against, 104,788 Abstain); Philip G. Franklin (83,944,967 For, 2,704,031 Against, 106,318 Abstain); Edwin Roks (85,409,159 For, 1,240,853 Against, 105,304 Abstain).
• ·Proposal 2 Equity Plan: 86,323,984 For, 325,217 Against, 106,115 Abstain.
• ·Proposal 3 Say-on-Pay: 85,838,154 For, 771,379 Against, 145,783 Abstain.
• ·Proposal 4 Frequency: 82,028,438 for 1 Year, 19,900 for 2 Years, 4,557,326 for 3 Years, 149,652 Abstain.
• ·Proposal 5 Auditors: 92,305,470 For, 616,033 Against, 133,552 Abstain.

08-05-2026

Cellectar Biosciences entered into a registered direct offering and concurrent private placement on May 4, 2026, raising approximately $35 million in gross proceeds before fees, issuing 1,618,053 registered shares, 2,116,887 unregistered shares, pre-funded warrants for 9,471,086 shares, and milestone warrants for 13,206,026 shares each across three tranches, resulting in 7,975,069 shares outstanding post-closing (excluding warrants). Proceeds will fund working capital, general corporate purposes, and a planned Phase 3 trial of iopofosine I 131 for Waldenström macroglobulinemia. Separately, 12-month follow-up data from the Phase 2b CLOVER WaM trial reported strong efficacy with 83.6% ORR, 61.8% MRR, and 17.8 months median DoR in r/r WM patients.

• ·Milestone Warrants exercisable post-stockholder approval; exercise price $2.65 (institutional) or $2.88 (management); callable under specific clinical and stock price/volume conditions.
• ·Nantahala Capital Management entitled to designate one independent board member by June 5, 2026, subject to board approval.
• ·Registration Rights Agreement requires resale registration statement filed by May 19, 2026, effective within 60 days.
• ·Phase 2b subsets: BTKi-exposed (n=39) MRR 64.1%, DoR 18.2 months, PFS 15.9 months; BTKi-refractory (n=33) MRR 63.6%, DoR 18.2 months, PFS 14.8 months.
• ·Trial safety: transient AEs, no significant bleeding, infections <10%, cytopenias most common, non-hematologic toxicities mostly Grade <2.

08-05-2026

New Horizon Aircraft Ltd. announced the pricing of a $20 million offering of 9,254,889 Class A Ordinary Shares to institutional investors, with closing expected on or about May 8, 2026. Gross proceeds will fund and accelerate the Cavorite X7 aircraft program, working capital, and general corporate purposes. CEO Brandon Robinson highlighted the financing as a milestone expanding the institutional shareholder base and supporting commercialization.

• ·Shelf registration statement on Form S-3 filed February 14, 2025, effective March 25, 2025.
• ·Titan Partners acting as sole placement agent.

08-05-2026

On May 6, 2026, Medical Exercise Inc. entered into a Franchise Agreement with Degco Fitness Ventures Ltd., granting rights to own and operate the first OnCore Longevity Center franchise in Regina, Saskatchewan, Canada. This agreement represents the company's initial expansion into the Canadian market and the commencement of its franchise-based revenue model, deemed material by management. The company issued a press release announcing the agreement, incorporated as Exhibit 99.1.

• ·Agreement executed on May 6, 2026; filing dated May 8, 2026.
• ·Company is an emerging growth company.
• ·Principal executive offices: Suite 300, 7901 4th Street North, St. Petersburg, FL 33702.

08-05-2026

Gale Klappa completed his service as Chairman of the Board of WEC Energy Group, Inc. on May 7, 2026, after reaching the applicable retirement age under the company's Corporate Governance Guidelines. In recognition of his service, the Compensation Committee approved the acceleration of vesting for approximately 1,616 unvested shares of restricted stock awarded to Mr. Klappa, effective May 7, 2026.

• ·Approval by Compensation Committee on May 4, 2026
• ·Event reported under Item 5.02 of Form 8-K

08-05-2026

Signet Jewelers appointed Jeffrey Gennette, former Chairman and CEO of Macy’s, Inc., to its Board effective May 6, 2026, expanding it to 12 directors; he joins the Human Capital Management & Compensation Committee and Finance Committee to support strategy execution. Director Nancy Reardon, who has served since March 2018, will not stand for re-election at the Annual General Meeting on June 26, 2026, reducing the board to 11 members following her departure.

• ·Gennette's experience: CEO of Macy’s from March 2017 to February 2024; Chairman from February 2018 to April 2024; over 40 years in retail.
• ·Reardon served as Chair of Human Capital Management & Compensation Committee.
• ·Investor contact: robert.ballew@signetjewelers.com; Media: katie.spencer@signetjewelers.com.

08-05-2026

On May 6, 2026, Amprius Technologies, Inc. entered into Warrant Exchange Agreements with certain institutional holders to exchange an aggregate of 7,128,458 public warrants (exercisable at $11.50 per share) for shares of common stock, based on a formula incorporating the average VWAP over a four-day period plus $0.35 minus the exercise price. The transaction relies on Section 4(a)(2) of the Securities Act for unregistered issuance and is expected to close on May 18, 2026, subject to customary conditions. No financial performance metrics or period-over-period comparisons are disclosed in the filing.

• ·Exchange Shares issuance in reliance on Section 4(a)(2) of the Securities Act; shares may not be re-offered or sold absent registration or exemption.
• ·Securities traded on The New York Stock Exchange.
• ·Company qualifies as an emerging growth company.

08-05-2026

Quetta Acquisition Corporation (QETAR) entered into a Release and Discharge of Promissory Notes with KM Quad, effective April 30, 2026, fully releasing the company from $1,040,000 in principal obligations under three promissory notes issued in 2024 and 2025. This release settles all related claims, interest, and fees in connection with a Termination Agreement dated January 15, 2026, that ended a prior transaction, providing the company with liability certainty and improved balance sheet flexibility. No further payments are due under the notes.

• ·Notes terminated in their entirety with no further force or effect.
• ·Release governed by New York law and executed in counterparts.

08-05-2026

HNO International, Inc. (HNOI), a metal mining company, filed an 8-K on May 08, 2026, disclosing entry into a material definitive agreement (Item 1.01), creation of a direct financial obligation (Item 2.03), and unregistered sales of equity securities (Item 3.02), with exhibits in Item 9.01. No specific financial details or performance metrics were provided in the filing index. The company has a history of late filing notifications (NT 10-K/Q).

• ·Filing Acc-no: 0001342916-26-000028, Size: 18 MB
• ·Company CIK: 0001342916, SIC: 1000 (Metal Mining), Fiscal Year End: Oct 31
• ·Address: 41558 EASTMAN DRIVE, SUITE B, MURRIETA CA 92562
• ·Former names: American Bonanza Resources Corp., Clenergen Corp.

08-05-2026

Two Harbors Investment Corp (TWO) and CrossCountry Mortgage, LLC (CCM) announced an amended merger agreement increasing the all-cash consideration to $12.00 per share from $11.30, a $0.70 per share increase representing a 21% premium to the unaffected share price as of December 16, 2025. TWO's Board unanimously recommends approval at the May 19, 2026 special meeting, noting CCM's committed $3.4 billion financing and superiority over UWMC's stock consideration valued at $7.88 per TWO share based on May 7, 2026 closing price. The transaction has achieved 35 of 53 required regulatory approvals and is expected to close in Q3 2026.

• ·TWO intends to pay regular quarterly dividends prior to closing consistent with past practice.
• ·Upon closing, TWO common stock will be delisted from NYSE and TWO will become a wholly owned subsidiary of CrossCountry.
• ·Proxy solicitor: D.F. King & Co., Inc. at (646) 677-2516 (banks/brokers) or (888) 887-0082 (toll-free).

08-05-2026

Digi Power X Inc. (DGXX) executed a Master Services Agreement with Cerebras Systems for colocation of a 40 MW AI data center in Columbiana, Alabama, with an initial 10-year term valued at $1.1 billion and total potential contract value up to $2.5 billion including renewals. The facility will be developed in Phase 1 (15 MW, targeted ready-for-service December 15, 2026) and Phase 2 (25 MW, full deployment by end of Q1 2027), providing long-term revenue visibility starting late 2026. No current operational declines noted, though forward-looking statements highlight risks such as construction delays and capital needs.

• ·Material change date: May 4, 2026
• ·News release date: May 5, 2026
• ·Filing date: May 8, 2026
• ·Phase 1 construction self-funded
• ·On-site substation completed and grid interconnection finalized

08-05-2026

On January 12, 2026, NEXT-ChemX Corporation appointed Thomas P. Killoran and Ian Carey to its Board of Directors, with no reported family relationships, arrangements, or related party transactions involving the new directors. The company also announced its new corporate address as 9101 West Alta Drive, Suite 202, Las Vegas, NV 89145 under Item 8.01.

• ·Mr. Killoran: B.A. in History from Providence College (1996), J.D. from UMass School of Law (2000), admitted to practice in Massachusetts, experience in real estate development and civil litigation, serves on Advisory Committee for St. Michael’s Federal Credit Union.
• ·Mr. Carey: decades of experience in commercial and residential construction, mechanical and machine assembly, retrofitting, and large-scale operations.
• ·Trading symbol: CHMX on OTC; Commission File Number: 000-56379; IRS EIN: 32-0446353.
• ·Date of earliest event reported: January 13, 2026; Filing Date: May 08, 2026.

08-05-2026

On May 4, 2026, Timothy J. Barrett, President and Chief Executive Officer of Federal Home Loan Bank of Boston since December 2021, notified the Board of his intention to retire once a successor is identified. The Board has formed a search committee and retained an executive search firm to conduct the search. No specific retirement date has been set.

• ·Central Index Key: 0001331463
• ·IRS Employer Identification No.: 04-6002575
• ·Commission File Number: 000-51402

08-05-2026

On May 5, 2026, ModuLink Inc. entered into securities purchase agreements with three investors for a private placement offering of up to 12,500 shares of Series A Convertible Preferred Stock at $80.00 per share. As of May 8, 2026, the company received aggregate gross proceeds of approximately $300,000 from the sale of 3,750 shares. The preferred stock is convertible into 20,000 shares of common stock per share, subject to adjustment, following six months from issuance or a qualified liquidity event.

• ·Securities offered and sold in reliance on Rule 903(b)(3) of Regulation S exemption for offshore non-U.S. persons.
• ·Conversion permitted after six months from issuance or a qualified liquidity event (e.g., uplisting or strategic transaction).
• ·Series A Preferred Stock has $0.001 par value and votes on an as-converted basis with common stock.

08-05-2026

Advanced Energy Industries, Inc. filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, dated April 25, 2024, revising Article IV, Paragraph A to authorize a total of 141,000,000 shares of capital stock: 140,000,000 shares of Common Stock (par value $0.001 per share) and 1,000,000 shares of Preferred Stock (par value $0.001 per share). The amendment was duly adopted under Section 242 of the Delaware General Corporation Law and executed by Elizabeth K. Vonne, Executive Vice President, General Counsel and Corporate Secretary, on May 7, 2026.

• ·Amendment deletes prior Paragraph A of Article IV in its entirety.
• ·Original Amended and Restated Certificate dated April 25, 2024.
• ·8-K filed on May 08, 2026, covering Items 5.02, 5.03, 5.07, 9.01.

08-05-2026

On May 5, 2026, David Hill informed Terrestrial Energy Inc. that he is resigning from the Board of Directors, effective July 1, 2026. Mr. Hill joined the Board in 2014, and his decision is not due to any disagreement with the Company's operations, policies, or practices. The 8-K filing was signed by CFO Brian Thrasher on May 8, 2026.

08-05-2026

PGIM Private Credit Fund ABL LLC entered into a Loan Financing and Servicing Agreement dated May 5, 2026, with lenders, Deutsche Bank AG New York Branch as Facility Agent, and State Street Bank and Trust Company as Collateral Agent and Collateral Custodian; PGIM Private Credit Fund serves as Equityholder and Servicer. The facility enables advances against eligible Collateral Obligations, with Advance Rates up to 72.5% for qualifying First Lien Loans (EBITDA >= $50M) and lower rates for other loan types such as 70% for other First Lien Loans, 60% for FILO Loans <=1.5x leverage, 45% for DB Tranched Last Out Loans, and 40% for Second Lien Loans. No specific facility amount or outstanding advances are disclosed in the filing.

• ·Agreement effective as of May 5, 2026, filed in 8-K on May 8, 2026 under Items 1.01, 2.03, 9.01
• ·Supports multi-currency Advances (USD, AUD, Euro, GBP, CAD)
• ·Leverage thresholds for FILO Loans: 1.5x, 2.0x, 2.5x

08-05-2026

CPS Technologies Corp. (NASDAQ:CPSH) announced Chris Fraser joined on May 4, 2026, to succeed retiring CFO Chuck Griffith, with Fraser assuming the CFO role on May 18, 2026, and Griffith's employment continuing through end of May for a smooth transition. President and CEO Brian Mackey praised Griffith's seven-year contributions and highlighted Fraser's relevant experience from Precision Castparts Corp. (Berkshire Hathaway subsidiary), Advanced Regenerative Manufacturing Institute, A.W. Chesterton, Oxford Instruments America, and Deloitte. The company focuses on advanced materials solutions including metal matrix composites, hermetic packaging, and HybridTech Armor® for sectors like aerospace, defense, and energy.

• ·Chris Fraser most recently led financial operations as Controller at Precision Castparts Corp. across three manufacturing plants for aerospace aluminum castings.
• ·Fraser previously served as Executive in Residence and CFO for early-stage ventures at Advanced Regenerative Manufacturing Institute funded by federal grants and SBIR programs.
• ·Fraser holds a Bachelor of Science in Economics from the University of Warwick, UK, and qualified as a chartered accountant at Deloitte in London.

08-05-2026

At the 2026 Annual Meeting of Stockholders held on May 7, 2026, all eight director nominees were elected despite significant votes withheld for some, such as Christine J. Spadafor (20,343,417 withheld vs. 40,209,443 for) and others ranging from 2.9M to 20.3M withheld. Stockholders ratified the appointment of Deloitte & Touche LLP as independent auditors with strong support (69,504,627 for vs. 1,816,811 against). The advisory vote to approve executive compensation passed on a non-binding basis (45,063,670 for vs. 15,431,320 against), indicating some shareholder dissent.

• ·Broker non-votes totaled 10,814,784 across director elections and Proposal 3.
• ·Proposal 2 abstain votes: 46,206.
• ·Proposal 3 abstain votes: 57,870.

08-05-2026

Suja Life, Inc. adopted an Amended and Restated Certificate of Incorporation via unanimous board consent and stockholder written approval, effective May 7, 2026, restating the original filed October 8, 2025. The amendment authorizes 650,000,000 shares total, including 50,000,000 Preferred Stock, 500,000,000 Class A Common Stock, and 100,000,000 Class V Common Stock, with both common classes having equal voting rights but Class V lacking dividend and liquidation rights. It establishes a classified board of seven directors and outlines exchange mechanisms between Class V shares, LP Units of Suja Life Holdings, L.P., and Class A shares.

• ·Class V Common Stock transfers are restricted and automatically convert to the Corporation upon certain events.
• ·Board directors divided into three classes (Class I, II, III) with staggered terms post-IPO.
• ·Par value $0.0001 per share for all classes.
• ·Registered office: 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

08-05-2026

Cannabist Company Holdings Inc. completed the sale of substantially all assets related to its Delaware operations for $16.5 million total consideration, with $14.025 million paid at closing (subject to working capital adjustments) and $2.475 million held in escrow. However, the company is engaged in CCAA proceedings in Canada since March 24, 2026, with U.S. provisional relief granted on March 26, 2026, and has determined it will cease filing periodic reports including the 10-K for FY ended December 31, 2025, and future 10-Qs due to court authorization and unreasonable effort.

• ·Canadian Court Initial Order entered April 2, 2026, authorizing no further securities filing expenses.
• ·U.S. Bankruptcy Court hearing scheduled May 12, 2026, for final recognition of Initial Order.
• ·Purchase price subject to post-closing adjustments for cash, debt, net working capital, and transaction payments.

08-05-2026

On May 6, 2026, Steven K. Hatchett notified NU Skin Enterprises, Inc. of his resignation as Executive Vice President and Chief Product Officer, effective May 8, 2026, due to family health circumstances. He will transition to a strategic product advisor role with an annual salary of $147,478. The company expressed appreciation for his contributions.

• ·Resignation notification date: May 6, 2026
• ·Form 8-K filing date: May 8, 2026

08-05-2026

At its 2026 Annual Meeting of Stockholders on May 8, 2026, U.S. Energy Corp. shareholders elected John A. Weinzierl and D. Stephen Slack to the Board of Directors with strong support (10,630,629 and 10,645,512 votes for, respectively), ratified Weaver & Tidwell, L.L.P. as independent auditor for FY 2026 (23,151,640 votes for), approved executive compensation on an advisory basis (10,130,670 votes for), and authorized issuance of common stock exceeding Nasdaq's 20% cap to Roth Principal Investments (10,207,459 votes for). All proposals passed decisively with minimal opposition. Director Randall Keys ceased Board service upon term expiration, not standing for re-election and with no disagreements on company matters; Board size unchanged.

• ·Randall Keys's departure not due to any disagreement with Company operations, policies, or practices.
• ·Proxy Statement filed April 6, 2026.
• ·Common Stock Purchase Agreement with Roth Principal Investments dated October 9, 2025.
• ·No broker non-votes for Proposal 2 (auditor ratification).

08-05-2026

NextTrip, Inc. adopted a Certificate of Designation via unanimous written consent of the Board on December 4, 2025, authorizing 450,000 shares of Series B Convertible Preferred Stock with a Stated Value and Fixed Conversion Price of $2.755 per share, pursuant to a Securities Purchase Agreement dated May 6, 2026. The preferred stock provides for dividends accruing on the Stated Value, a liquidation preference of 115% of Stated Value plus accrued dividends, certain protective voting rights for holders, and mandatory redemption on August 30, 2026. No operational performance metrics are reported; the issuance may lead to dilution upon conversion to common stock.

• ·Board resolution adopted via unanimous written consent on December 4, 2025.
• ·Securities Purchase Agreement dated May 6, 2026.
• ·Mandatory Redemption Date: August 30, 2026 (extendable at Holder option).
• ·Multiple Events of Default defined, including failure to maintain DTC eligibility, share reservation, or timely SEC filings.
• ·Holders require majority consent for adverse changes to terms, further Series B issuance, or certain low-price share sales.

08-05-2026

Quantum Cyber N.V. (f/k/a Mainz Biomed N.V.) amended its Equity Distribution Agreement with Maxim Group LLC, increasing the maximum aggregate offering amount for ordinary shares from $10,000,000 to $100,000,000. The company also entered into a consulting agreement with CFO William Caragol, effective April 22, 2026, featuring a $20,000 monthly retainer through August 31, 2026 (extendable month-to-month), with possible equity grants from the 2025 Omnibus Stock Plan and a commitment of up to 50% professional time. No financial performance metrics or period-over-period comparisons were disclosed.

• ·Consulting agreement includes customary provisions for confidentiality, non-competition, non-disparagement, and indemnification.
• ·Caragol consulting effective date April 22, 2026; initial term ends August 31, 2026; terminable by either party with 30 days' notice.
• ·Consultant commits up to 50% professional time; no charge for April 22-30, 2026 period.

08-05-2026

Crescent Capital BDC, Inc. accepted the resignation of Elizabeth Ko as a Class III Director effective May 5, 2026, which was not due to any disagreement with management or the Board. The Board elected Jason Breaux, the Company's CEO since 2015, as a Class III Director and Chairman, and Henry Chung, President since 2024, as a Class III Director, both effective May 7, 2026, with no compensation or equity awards for their director service. Both new directors will stand for election at the 2027 Annual Meeting of Stockholders.

• ·Jason Breaux serves as Managing Director and Head of Private Credit at Crescent Capital Group LP and Chairman of the Company's investment committee.
• ·Henry Chung serves as a Managing Director of Crescent focusing on private credit.
• ·Neither new director serves on any Board committees.

08-05-2026

Prospect Capital Corporation's Board of Directors adopted resolutions reclassifying 16,000,000 authorized but unissued shares of common stock into additional shares of 5.35% Series A Fixed Rate Cumulative Perpetual Preferred Stock. This brings the total authorized Series A Shares to 22,151,157, with par value $0.001 per share. The Articles Supplementary were approved and executed on May 8, 2026, by M. Grier Eliasek and attested by Kristin Van Dask.

• ·Par value: $0.001 per share for both Common Stock and Series A Shares
• ·Filing items reported: 1.01, 3.03, 5.03, 9.01
• ·Authority under Section 5.3 of Charter and Section 2-208 of Maryland General Corporation Law

08-05-2026

Integra LifeSciences Holdings Corporation held its 2026 Annual Meeting of Stockholders on May 7, 2026, where all seven nominees were elected to the Board of Directors with majority support ranging from 62.2 million to 69.0 million For votes, though Barbara B. Hill faced notable opposition with 7,042,475 Against votes. Stockholders also ratified PricewaterhouseCoopers LLP as the independent auditor for fiscal 2026 (72,313,820 For), approved advisory say-on-pay (68,472,769 For), and approved Amendment No. 3 to the 2003 Equity Incentive Plan adding 3,550,000 shares (68,005,433 For). All proposals passed despite some opposition and 3,918,311 broker non-votes on non-routine items.

• ·Director election votes: Keith Bradley, Ph.D. (64,904,372 For, 4,378,288 Against); Shaundra D. Clay (68,996,420 For, 286,939 Against); Stuart M. Essig, Ph.D. (68,172,670 For, 1,113,688 Against); Jeffrey A. Graves, Ph.D. (65,841,917 For, 3,442,844 Against); Renee W. Lo (68,619,639 For, 664,390 Against); Christian S. Schade (68,247,357 For, 1,037,010 Against).
• ·Auditor ratification: 72,313,820 For, 863,179 Against, 57,512 Abstain.
• ·Say-on-pay: 68,472,769 For, 732,580 Against, 110,851 Abstain.
• ·Plan Amendment: 68,005,433 For, 1,269,231 Against, 41,536 Abstain.
• ·Proxy Statement filed April 6, 2026; Supplement filed May 5, 2026.

08-05-2026

On May 7, 2026, Samantha Jacobson provided notice to The Trade Desk, Inc. of her resignation as Chief Strategy Officer, effective May 18, 2026. Ms. Jacobson will continue to serve as a member of the Company's board of directors. The 8-K filing was submitted on May 8, 2026, and signed by Jay R. Grant, Chief Legal Officer.

• ·Company headquartered at 42 N. Chestnut Street, Ventura, California 93001
• ·Class A Common Stock trades on Nasdaq under symbol TTD

08-05-2026

Via Renewables, Inc., as Parent, along with numerous subsidiaries as Co-Borrowers including Spark Holdco, LLC, Spark Energy, LLC, and others, entered into a new Credit Agreement dated May 6, 2026, with Bank OZK serving as Administrative Agent, Swing Bank, Swap Bank, Issuing Bank, and a lender, alongside other banks such as BOKF, N.A., Fifth Third Bank, National Association, The Huntington National Bank, and Woodforest National Bank, N.A. The facility includes provisions for revolving loans, swingline loans, letters of credit, and related commitments detailed in Schedule 2.01, with applicable margins tied to Total Leverage Ratio levels (e.g., Term SOFR +2.75% to +3.25%). No performance metrics or period-over-period changes are disclosed in the filing.

• ·Filing Date: May 08, 2026
• ·Agreement Effective Date: May 6, 2026
• ·Includes Schedules such as Commitments (2.01), Liabilities (6.11), Organization Structure (6.15)
• ·Applicable Leverage Ratio Tiers: Level I (<2.00x), Level II (>=2.00x but <2.50x), Level III (>=2.50x)

08-05-2026

On May 4, 2026, 21Shares Polkadot ETF entered into a staking services agreement with Figment Inc. to stake DOT tokens on the Polkadot Network, generate rewards, and provide related reports. The agreement allows the Trust to stake/unstake DOT at its discretion, subject to network bonding/unbonding periods, and can be terminated by either party at any time. The Trust's sponsor, custodians, and third-party providers including Figment are expected to receive 26.5% of staking rewards, with the remainder retained by the Trust.

• ·Agreement terminable by either party upon written notice at any time for any reason.
• ·Figment's liability capped at service fees from prior 6 months (Global Cap), with specific caps for slashing penalties and missed rewards, excluding gross negligence, fraud, or willful misconduct.
• ·During Polkadot Network bonding/unbonding periods, DOT and rewards may be unavailable to the Trust.

08-05-2026

On May 4, 2026, Vaso Corporation entered into an incentive agreement with Peter Castle, President of its wholly-owned subsidiary VasoTechnology Inc. The agreement provides for a potential $175,000 payment to Mr. Castle contingent upon achieving specified corporate objectives related to potential strategic initiatives within a defined timeframe. No payment will be made if the objectives are not achieved.

08-05-2026

HealthEquity, Inc. disclosed amendments to employment agreements signed on May 5, 2026, by seven key executives, including CEO Scott Cutler and CFO James Lucania, enhancing severance payments to include target cash bonuses upon termination without cause or good reason resignation, with further enhancements post-change in control. The Talent, Culture and Compensation Committee approved revised vesting terms on March 25, 2026, for future RSUs (accelerated vesting for 12 months post-termination) and PSUs (prorated based on performance). These changes are conditioned on executives signing a release of claims.

• ·Amendments and award agreements to be filed in next Quarterly Report on Form 10-Q
• ·Severance for non-CEO executives enhanced only post-change in control

08-05-2026

Effective May 6, 2026, Sonic Automotive, Inc.'s Compensation Committee approved performance-based restricted stock unit grants under the 2026 Equity Incentive Plan to three executive officers: David Bruton Smith (69,872 units), Jeff Dyke (38,175 units), and Heath R. Byrd (26,183 units). The awards are subject to 2026 adjusted EPS performance, continued employment, and restrictive covenants, with vesting in three installments (25% on March 31, 2027; 30% on February 11, 2028; 45% on February 11, 2029) and no dividend equivalents or voting rights prior to vesting.

• ·Awards ineligible for dividend equivalents or voting rights until vesting.
• ·Post-vesting settlement at Compensation Committee's discretion: shares of Class A common stock, equivalent cash, or combination.
• ·Subject to forfeiture for violations of restrictive covenants or confidentiality provisions.

08-05-2026

On May 8, 2026, the 96th District Court of Tarrant County, Texas approved SoftVest, L.P.'s petition to modify the Permian Basin Royalty Trust's (PBT) Indenture, eliminating the 75% unitholder approval requirement for certain amendments under Section 8.03 and deleting Section 10.01 while replacing Article X to allow amendments by majority vote of unitholders at a quorate meeting. This governance change lowers barriers to future Indenture modifications but introduces potential risks to entrenched provisions as noted in forward-looking statements referencing ongoing risk factors.

• ·Hearing held before the 96th District Court of Tarrant County, Texas.
• ·Modifications amend Section 8.03 and replace Article X of the Indenture.
• ·References risk factors in 10-K for year ended December 31, 2025.

08-05-2026

iBio, Inc. (NASDAQ:IBIO) appointed Elizabeth Stoner, M.D., M.S., a seasoned biotech executive with over 35 years of R&D experience, as an independent Board Director and Compensation Committee member, succeeding Eef Schimmelpennink who stepped down. CEO Martin Brenner praised Dr. Stoner's expertise in clinical strategy, global development, and biotech investment as key for iBio's pivot to a clinical-stage company ahead of its first human trial for assets like IBIO-610 and IBIO-600 targeting obesity and PH-HFpEF. Dr. Stoner expressed excitement about progressing iBio's AI-driven pipeline for cardiometabolic and cardiopulmonary diseases.

• ·Dr. Stoner previously served as interim CEO of Semma Therapeutics, Founder/CMO/CDO of Rhythm Pharmaceuticals, and SVP of Global Clinical Development Operations at Merck Research Laboratories.
• ·Filing date: May 08, 2026.

08-05-2026

Avai Bio, Inc. (formerly Avant Technologies Inc., AVAI) and Ainnova Tech Inc. (AINN) entered a Mutual Termination Agreement on May 7, 2026, to end their Joint Venture and License Agreement dated November 8, 2024 (effective November 11, 2024), with no termination penalties or further financial obligations. The parties agreed to dissolve Ai-Nova Acquisition Corp. (AAC), the Nevada corporation formed for AI-based healthcare technologies, and cooperate on an orderly wind-down. This allows both companies to pursue independent business strategies.

• ·Termination Agreement filed as Exhibit 10.1
• ·AAC corporate filings with State of Nevada to be closed
• ·License Agreement originally for developing and commercializing AI healthcare technologies via new Nevada corporation

08-05-2026

At the 2026 Annual Meeting of Shareholders on May 8, 2026, The Timken Company shareholders elected all 12 director nominees, approved on an advisory basis the named executive officer compensation, and ratified Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026. However, a shareholder proposal to enable 10% owners or the minimum under state law to call special meetings was rejected. Additionally, the Company entered into a retention letter agreement with Executive Vice President, General Counsel, and Corporate Development Hansal N. Patel, providing special treatment for his incentive awards to ensure his continued service through at least June 30, 2028.

• ·Director elections: FOR votes ranged from 55,431,064 (Christopher L. Mapes) to 59,605,368 (Richard G. Kyle); WITHHOLD votes up to 6,758,639 (Ajita G. Rajendra).
• ·Executive compensation advisory vote: 44,837,026 FOR, 15,272,988 AGAINST, 437,466 ABSTAIN.
• ·Auditor ratification: 61,717,389 FOR, 1,977,231 AGAINST, 35,539 ABSTAIN.
• ·Shareholder proposal rejection: 24,930,334 FOR, 35,358,915 AGAINST, 258,231 ABSTAIN.

08-05-2026

Baxter International Inc. filed an 8-K on May 8, 2026, including a Certificate of Amendment (EX-3.1) to its Amended and Restated Certificate of Incorporation, amending Article FIFTH to allow the Board of Directors to fix the number of directors (not less than seven), with decreases not affecting existing terms. The amendment was adopted per Delaware General Corporation Law Section 242 and executed on May 5, 2026, by Ellen K. Bradford, Senior Vice President and Corporate Secretary. No financial impacts or performance metrics are disclosed.

• ·Amendment applies to Article FIFTH, first paragraph.
• ·Executed on May 5, 2026.

08-05-2026

Hilton Grand Vacations Inc. held its 2026 Annual Meeting of stockholders on May 6, 2026, where nine directors were elected with strong majorities (over 68 million votes for each), Ernst & Young LLP was ratified as independent auditors for 2026 (71.7 million for vs. 1.4 million against), the amendment to the 2023 Omnibus Incentive Plan adding 1,250,000 shares was approved (68.3 million for), and executive compensation received advisory approval (68.2 million for). All proposals passed decisively with minimal opposition and consistent broker non-votes of 4.4 million shares. No significant dissent or failures noted.

• ·Proxy Statement filed March 17, 2026
• ·Proposal No. 1 director elections: highest withheld votes for Paul W. Whetsell (410,469 withheld vs. 68,293,570 for)
• ·Proposal No. 3 Amendment approval: 378,783 votes against and 18,228 abstentions
• ·Proposal No. 4 advisory vote on executive compensation: 459,259 votes against and 19,137 abstentions

08-05-2026

On May 6, 2026, Quest Diagnostics Incorporated issued $500,000,000 aggregate principal amount of 5.000% senior notes due 2036 under a supplemental indenture with The Bank of New York Mellon as trustee. The notes are senior unsecured obligations ranking equally with other senior unsecured debt, with semi-annual interest payments starting December 30, 2026, and maturity on June 30, 2036. The indenture includes covenants restricting liens, sale-leaseback transactions, and consolidations/mergers, plus a change of control repurchase offer at 101% of principal.

• ·Interest payments due June 30 and December 30 each year, beginning December 30, 2026
• ·No sinking fund provision
• ·Customary events of default apply

08-05-2026

Agassi Sports Entertainment Corp. granted 300,000 restricted stock units (RSUs) to its Chief Executive Officer and director, Ronald S. Boreta, on May 6, 2026, fulfilling requirements from his Executive Employment Agreement dated March 25, 2026 (effective March 1, 2026). The RSUs, settleable in shares of common stock, vest equally one-third on December 31, 2026, December 31, 2027, and December 31, 2028, subject to continued service, under the 2026 Equity Incentive Plan. No other material changes to officer positions or compensation were disclosed.

• ·RSUs granted pursuant to RSU Award Grant Notice and Award Agreement (Exhibit 10.1).
• ·References prior Form 8-K filed March 26, 2026, and Form S-8 filed April 16, 2026.

08-05-2026

Black Hawk Acquisition Corp, a Cayman Islands exempt company, issued a convertible note to Black Hawk Management LLC for a principal amount of up to $300,000, dated May 4, 2026, to fund working capital and extension purposes ahead of a potential DeSPAC transaction or liquidation. The note accrues interest at 10% per annum from April 20, 2026, and may be repaid in cash or converted into ordinary shares at $1.00 per share upon a DeSPAC closing, at the payee's discretion. No drawdowns have been specified as outstanding in the filing.

• ·Payee must fund drawdown requests within 5 business days, up to total $300,000.
• ·10 calendar days' prior notice required for Repayment/Conversion Trigger Event.
• ·Governed by New York law; no personal liability for officers/directors.
• ·Payee waives claims against the IPO trust account.

08-05-2026

On May 6, 2026, Allison Transmission Holdings, Inc. held its annual stockholder meeting where nine directors were elected with majority support (ranging from ~90% for most to ~86% FOR for Philip J. Christman amid 6.4 million against votes), PwC was ratified as auditors for 2026 with overwhelming approval, and executive compensation was approved on an advisory basis (70.2 million FOR vs. 2.8 million AGAINST). Separately, the Compensation Committee designated Eric C. Scroggins, Chief Legal Officer, as a Tier 1 participant in the Executive Change in Control and Severance Plan. Broker non-votes totaled 4.9 million shares across relevant proposals.

• ·Nine directors elected for one-year terms ending at the 2027 annual meeting.
• ·Directors serve one-year terms.
• ·Severance Plan previously approved and listed as exhibit in most recent 10-K.
• ·Annual meeting held on May 6, 2026; filing dated May 8, 2026.

08-05-2026

At the 2026 Annual Meeting of Stockholders held on May 7, 2026, Edwards Lifesciences Corporation stockholders elected all nine director nominees with strong majorities (For votes ranging from 428.7 million to 474.3 million shares), approved the advisory vote on named executive officer compensation (424.96 million For vs. 50.92 million Against), ratified PricewaterhouseCoopers LLP as independent auditors for FY2026 (446.28 million For vs. 56.81 million Against), and approved the amendment to the Long-Term Stock Incentive Compensation Program increasing available shares by 7,000,000 to a total of 341,500,000 shares. All proposals passed with overwhelming support exceeding 88%, indicating strong shareholder alignment. No proposals failed or faced significant opposition.

• ·Paul A. LaViolette received the lowest For votes (428,701,646) and highest Against (45,445,276) among directors
• ·Steven R. Loranger had 28,909,945 Against votes
• ·Exhibit 10.1: Full text of Amended and Restated Long-Term Stock Incentive Compensation Program
• ·Meeting results filed as part of 8-K on May 8, 2026

08-05-2026

Ally Financial Inc. held its 2026 Annual Meeting of Shareholders on May 6, 2026, where all 12 director nominees were elected with strong majorities (ranging from approximately 92% to 99% support based on 'For' votes exceeding 243 million each). Shareholders approved key proposals including the Incentive Compensation Omnibus Plan (authorizing 25,217,502 shares), Employee Stock Purchase Plan, executive compensation advisory vote, and auditor ratification, all with overwhelming support (over 90% for most). However, a shareholder proposal to reduce the threshold for calling special meetings failed decisively with only 78,514,072 'For' votes against 188,464,656 'Against'.

• ·Proxy statement filed March 18, 2026, detailing 2026 ICP.
• ·All director elections had 11,106,599 broker non-votes.
• ·Proposal 3 (auditor ratification) had no broker non-votes: 272,462,325 For, 5,879,439 Against.

08-05-2026

Playtika Holding Corp. appointed Tae Lee as its permanent Chief Financial Officer effective May 5, 2026, after he served as acting CFO and principal financial officer since April 1, 2026. Mr. Lee, age 41, joined the company in 2021 as Vice President Corporate Finance and advanced to Senior Vice President Corporate Finance and Investor Relations in 2023, with prior experience at Meta Platforms, Inc. His annual base salary remains $600,000 and target bonus opportunity is $600,000, with no related arrangements, family relationships, or material interests disclosed.

• ·Tae Lee joined Playtika in 2021 as Vice President Corporate Finance; served as Senior Vice President Corporate Finance and Investor Relations since 2023.
• ·Prior role: Corporate Finance Manager at Meta Platforms, Inc. from September 2019 to July 2021.
• ·Education: Master of Business Administration from Columbia Business School; Bachelor of Arts in Economics from the University of Chicago.
• ·No arrangements or understandings with other persons for appointment; no family relationships with directors or executives; no material interests under Item 404(a) of Regulation S-K exceeding $120,000.

08-05-2026

On May 8, 2026, Christoper Berarducci was appointed as Chief Accounting Officer and Treasurer, and Christopher Kings as Chief Financial Officer, of Franklin Holdings, LLC, sponsor of the Franklin Crypto Index ETF (EZPZ). Concurrently, Vivek Pai resigned as Chief Accounting Officer and Treasurer, and Matthew Hinkle resigned as Vice President and Chief Financial Officer of the Sponsor. The resignations were not due to any dispute or disagreement with the Sponsor or Fund regarding operations, policies, or practices.

• ·Christoper Berarducci, 51, previously served as Vice President, Fund Administration and Reporting at Franklin Templeton since 2020, and held roles at Legg Mason & Co.
• ·Christopher Kings, 51, has been Senior Vice President of Franklin Templeton Services, LLC since 2024, with prior roles in Franklin Templeton fund complex.

08-05-2026

On May 8, 2026, Christopher Berarducci was appointed as Chief Accounting Officer and Treasurer, and Christopher Kings as Chief Financial Officer of Franklin Holdings, LLC, the sponsor of Franklin Bitcoin ETF (EZBC). Concurrently, Vivek Pai resigned as Chief Accounting Officer and Treasurer, and Matthew Hinkle resigned as Vice President and Chief Financial Officer of the Sponsor. The resignations were not due to any dispute or disagreement with the Sponsor or the Fund regarding operations, policies, or practices.

• ·Christopher Berarducci has served as Vice President, Fund Administration and Reporting of Franklin Templeton since 2020; Treasurer since 2010 and Principal Financial Officer since 2019 of certain funds associated with Legg Mason & Co.
• ·Christopher Kings has served as Senior Vice President of Franklin Templeton Services, LLC since 2024 and previously as Vice President of Global Fund Administration & Reporting in EMEA.
• ·Filing signed by David Mann, President and Chief Executive Officer of Franklin Holdings, LLC.

08-05-2026

On May 8, 2026, Christopher Berarducci was appointed as Chief Accounting Officer and Treasurer of Franklin Holdings, LLC, sponsor of Franklin Solana ETF (SOEZ), while Christopher Kings was appointed as Chief Financial Officer of the Sponsor. Concurrently, Vivek Pai resigned as Chief Accounting Officer and Treasurer, and Matthew Hinkle resigned as Vice President and Chief Financial Officer of the Sponsor, with both resignations not resulting from any disputes or disagreements regarding operations, policies, or practices.

• ·Christopher Berarducci, 51, previously served as Vice President, Fund Administration and Reporting of Franklin Templeton since 2020, and held roles at Legg Mason & Co.
• ·Christopher Kings, 51, has been Senior Vice President of Franklin Templeton Services, LLC since 2024, with prior roles in Franklin Templeton fund complex.