Friday Furnace - 05-09-2025

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📊 Detailed Summaries 📊

Executive Changes 👋

Zoomcar Holdings, Inc. - Zoomcar Holdings, Inc. announced the resignation of Mr. Hiroshi Nishijima as Chief Executive Officer, effective May 2, 2025, with no disagreements cited. The Board appointed Mr. Deepankar Tiwari as the new CEO, effective May 9, 2025; he brings over 25 years of experience in the automotive and mobility sectors, including leadership roles at Tata Group and Uber Technologies. Mr. Tiwari has served as an advisor and board observer for Zoomcar and has no related party transactions or family relationships with current directors or officers.

Capital Bancorp Inc (CBNK - $527.5M) - Capital Bancorp Inc has amended employment agreements to increase the maximum annual incentive opportunities for key executives, with Steven Poynot’s target bonus raised from 30% to 40% of base salary and maximum from 45% to 80%, and Dominic Canuso’s maximum bonus increased from 45% to 60% of base salary. Additionally, Karl Dicker’s maximum annual incentive opportunity was raised from 90% to 120% of base salary, effective with the 2025 bonuses payable in 2026. These changes reflect the Compensation Committee’s decision to significantly enhance executive bonus potential, potentially impacting future compensation expenses.

Pricesmart Inc. (PSMT - $3.1B) - PriceSmart announced the appointment of Gualberto Hernandez as Executive Vice President and Chief Financial Officer effective June 1, 2025, following the resignation of Michael McCleary, who will remain with the Company through September 30, 2025, and provide consulting support thereafter. Mr. Hernandez will receive an annual base salary of $720,000, a $150,000 sign-on bonus subject to forfeiture if he does not complete two years, and a stock award valued at $4.5 million with a mix of time-vesting restricted stock awards and performance stock units tied to fiscal year 2026 metrics. There are no related party transactions or special arrangements related to Mr. Hernandez’s appointment, and his Employment Agreement includes automatic renewal provisions.

Vestis Corp (VSTS - $1.2B) - Vestis Corporation appointed Jim Barber as President and Chief Executive Officer effective June 2, 2025, with an initial base salary of $950,000 and a target annual bonus of 125% of his base salary starting in fiscal 2026. Mr. Barber will receive a $3,000,000 restricted stock unit Sign-On Award vesting over three years and is eligible for annual equity awards under the Long-Term Incentive Plan valued at $4,000,000, subject to Committee approval. This leadership change brings a former UPS executive with extensive operational experience to Vestis’ Board of Directors, potentially impacting the company’s strategic direction and compensation structure.

Leggett Platt Inc. (LEG - $1.3B) - Leggett Platt Inc. shareholders approved an amendment to the Flexible Stock Plan, increasing shares available for future grants by 5.0 million to approximately 6.5 million and extending the Plan’s term to May 7, 2035. The Plan now permits crediting dividends on unvested awards, with payments deferred until vesting, and explicitly grants the Human Resources and Compensation Committee the right to clawback or require forfeiture and repayment of awards under specified conditions. Named executive officers and key employees remain eligible for awards, reinforcing the company’s strategy to attract and retain talent while aligning interests with shareholders.

Nextnav Inc. (NN - $1.7B) - NextNav Inc. appointed Rear Admirals H. Wyman Howard III and Lorin Selby to its Board of Directors, effective May 1, 2025, with cash compensation aligned with other non-employee directors, including a pro-rated payment of $9,000 through the 2025 Annual Meeting. John Muleta was named Lead Independent Director as of May 1, 2025, and will receive a pro-rated cash payment of $20,000 for the same period. There are no indications of resignations, non-compliance, or litigation related to these appointments or compensation decisions.

Ivanhoe Electric Inc. (IE - $803.5M) - Ivanhoe Electric Inc.’s Chief Geophysics Officer and principal operating officer, Mark Gibson, resigned effective May 9, 2025. Glen Kuntz, currently Senior Vice President, Mine Development, was appointed as the new principal operating officer effective the same date. Mr. Kuntz brings over 30 years of mining experience and holds key qualifications as a Professional Geologist and Qualified Person.

Kelly Services Inc. (KELYA - $406.2M) - Kelly Services Inc. announced the adoption of its 2025 Equity Incentive Plan, which was approved by stockholders at the annual meeting on May 8, 2025. The plan's material terms are detailed in the definitive proxy statement filed on April 14, 2025, and are incorporated by reference in this filing. This new Equity Incentive Plan may impact future compensatory arrangements for certain officers and employees.

Telos Corp (TLS - $198.4M) - At the May 8, 2025 annual meeting, Telos Corporation’s stockholders approved Amendment No. 1 to the 2016 Omnibus Long-Term Incentive Plan, increasing the shares available for issuance by 4,900,000. The Amendment also updates the definition of “corporate transaction” to align with current best practices. This change may impact future equity compensation and corporate transaction terms for the Company.

Tactile Systems Technology Inc. (TCMD - $324.1M) - Tactile Systems Technology Inc. announced the approval and effectiveness of its 2025 Equity Incentive Plan, allowing issuance of up to 1,850,000 shares of common stock for awards to employees, consultants, advisors, and non-employee directors. The 2025 Plan replaces the 2016 Plan, with no further awards to be granted under the prior plan following stockholder approval. The plan includes various award types such as stock options and restricted stock units and will be administered by the Compensation and Organization Committee.

LIGHTBRIDGE Corp (LTBR - $191.9M) - At the May 8, 2025 Annual Meeting, Lightbridge Corporation’s stockholders approved an amendment to the 2020 Omnibus Incentive Plan, increasing the number of shares issuable under the plan from 2,500,000 to 5,000,000 shares. This amendment became effective immediately upon stockholder approval. The change potentially dilutes existing shareholders but provides the Company with greater flexibility for equity compensation.

Union Pacific Corp (UNP - $129.4B) - Union Pacific announced the transition of President Elizabeth F. Whited to Strategic Advisor effective July 1, 2025, with a reduced annual salary of $300,000 and continued vesting of existing equity awards, but she will not be eligible for new equity awards or bonuses after 2025. Todd M. Rynaski will cease serving as principal accounting officer and move to a strategic role, while Carrie J. Powers has been appointed as the new Chief Accounting Officer and principal accounting officer, effective immediately. Ms. Powers, a CPA with over 25 years at the company and no related party or conflict issues, assumes full responsibility for financial reporting and compliance functions.

Ampco Pittsburgh Corp (AP - $44.8M) - Frederick D. DiSanto and Stephen E. Paul have resigned from Ampco Pittsburgh Corp’s Board of Directors effective May 15, 2025, reducing the Board size from ten to eight members. Neither resignation is due to any dispute or disagreement with the Corporation or its Board. The Board and shareholders approved an amendment to the 2016 Omnibus Incentive Plan, increasing available shares by 500,000 for equity awards to directors, officers, and employees.

Cpi Aerostructures Inc. (CVU - $43.9M) - Cpi Aerostructures Inc. announced a 4.9% increase in the annual base salary of CEO and President Dorith Hakim, raising it to $405,000, effective May 1, 2025. This adjustment was approved by the Compensation and Human Resources Committee of the Board of Directors. There are no indications of termination, resignation, or other negative changes related to executive leadership in this filing.

Intelligent Protection Management Corp (IPM - $24.6M) - At the May 8, 2025 annual meeting, Intelligent Protection Management Corp. stockholders approved the 2025 Long-Term Incentive Plan (2025 LTIP), which became effective immediately. The 2025 LTIP is designed to provide long-term compensation incentives to certain officers and directors. The full details of the plan are filed as Exhibit 10.1 and incorporated by reference, replacing any prior incentive arrangements.

AEye, Inc. (LIDR - $13.5M) - AEye, Inc. appointed Doron Simon as a Class II director effective April 29, 2025, with his term expiring at the 2026 annual meeting, and he will serve on the Strategic Finance and M&A Committee. Mr. Simon previously provided consulting services to the Company, receiving $261,000 in fees and 33,970 fully vested restricted stock units, with the consulting agreement expected to be terminated by May 14, 2025. He will now receive standard non-employee director compensation, and the Company will enter into its standard indemnification agreement with him.

Tharimmune, Inc. (THAR - $3.3M) - Tharimmune, Inc. announced the appointment of Vincent LoPriore as Executive Chairman of the Board, effective immediately. Mr. LoPriore replaces Randy Milby, who previously served as Chairman of the Board. This leadership change may signal a strategic shift or new direction at the board level.

Janus Henderson Group PLC (JHG - $5.5B) - Janus Henderson Group PLC has entered into a new five-year employment agreement with CEO Ali Dibadj, effective May 12, 2025, replacing his prior agreements set to expire in June 2025. The agreement sets Mr. Dibadj’s annual base salary at $725,000 with a performance-based Target Variable Compensation of $12,775,000 for 2025, subject to malus and clawback provisions. Additionally, he will receive a one-time Special Award of $20 million in performance share units and restricted stock units, vesting over five years and tied to Total Shareholder Return hurdles, aligning his incentives with shareholder value creation.

Dexcom Inc. (DXCM - $31.5B) - Dexcom Inc. announced that its stockholders approved an increase in shares reserved under the Amended and Restated 2015 Equity Incentive Plan by 3,400,000 shares and under the Amended and Restated 2015 Employee Stock Purchase Plan by 8,000,000 shares. The Board had previously approved these amendments contingent on stockholder approval, which was obtained at the 2025 Annual Meeting. Additionally, the Board approved a decrease in its size to nine directors effective May 8, 2025.

Howmet Aerospace Inc. (HWM - $62.3B) - David J. Miller has resigned from the Board of Directors of Howmet Aerospace Inc., effective immediately. His resignation is not due to any disagreement with the Company’s operations, policies, or practices. The Board acknowledges Mr. Miller’s significant contributions and experience during his tenure.

Ecolab Inc. (ECL - $72.3B) - Ecolab Inc. appointed Michel Doukeris to its Board of Directors on February 20, 2025. This filing amends the prior report to disclose that Mr. Doukeris was also appointed to the Audit Committee and the Governance Committee effective May 8, 2025. There are no indications of any resignations or non-compliance related to this appointment.

Crh Public LTD Co (CRH - $66.4B) - At the 2025 AGM, shareholders approved the new CRH plc Equity Incentive Plan, which replaces the 2014 Performance Share Plan and other discretionary share plans except for Savings-related Share Option and Share Participation Schemes. A total of 15 million ordinary shares have been reserved for issuance under this new plan. The full terms and related award agreements are filed as exhibits to the 8-K and incorporated by reference.

Qorvo, Inc. (QRVO - $6.6B) - Qorvo, Inc. appointed Richard L. Clemmer to the Compensation Committee and Chris Koopmans to the Audit Committee of its Board as of May 9, 2025. The Company is actively soliciting proxies for its 2025 Annual Meeting of Stockholders and urges stockholders to review all relevant SEC-filed proxy materials before voting. Directors and executive officers are participants in the solicitation, with their security holdings and interests disclosed in prior proxy statements and updated ownership filings.

Aes Corp (AES - $7.3B) - At the Annual Meeting on May 9, 2025, AES stockholders approved the 2025 Equity and Incentive Compensation Plan, authorizing issuance of 14 million shares plus additional shares related to the Predecessor Plan. The Plan allows grants of various equity and cash-based awards to employees and non-employee directors, with a one-year minimum vesting or performance period and includes diverse management performance objectives such as cash flow, earnings, return on equity, and environmental and social measures. Importantly, the Plan caps non-employee director compensation at $900,000 annually, measured by grant date fair value, to limit excessive equity or cash awards.

Material Agreements Signed 🖋️

FS KKR Capital Corp (FSK - $5.5B) - FS KKR Capital Corp. entered into Equity Distribution Agreements allowing it to issue and sell up to $750 million of common stock through designated Sales Agents. Sales may occur via various methods including “at the market” transactions, with Sales Agents receiving commissions up to 1.5% of gross sales, which the Adviser may subsidize at its discretion without reimbursement. The Company is under no obligation to sell shares and may suspend offerings at any time based on market conditions and capital needs.

Safe Pro Group Inc. (SPAI - $45.8M) - Safe Pro Group Inc. closed a private offering raising $1.05 million through the sale of 1,050 shares of newly designated Series C convertible preferred stock at $1,000 per share, along with three-year warrants exercisable at $2.93 per share. The Series C Preferred Stock carries a liquidation preference of $1,100 per share, non-voting rights, and conversion rights into common stock at a fixed price of $2.25 per share, subject to adjustment. The Company retains the right to redeem the preferred shares at $1,100 per share at any time, while the warrants include ownership limits and restrictions on cashless exercise without an effective resale registration statement.

Grove Collaborative Holdings, Inc. (GROV - $44.3M) - Grove Collaborative Holdings, Inc. entered into Amendment No. 3 to its Loan and Security Agreement with Siena Lending Group LLC, extending the loan maturity date to April 10, 2028. The Amendment eliminates the minimum liquidity financial covenant and replaces the margin grid with a fixed margin of 4.25% for term SOFR loans and 3.25% for base rate loans. This amendment potentially improves Grove’s financial flexibility by removing liquidity constraints and locking in fixed borrowing costs.

Xerox Corp - Xerox Corporation completed a $100 million private offering of 13.500% Senior Secured Second Lien Notes due 2031, issued by its subsidiary, with proceeds intended to partially fund the proposed Lexmark Acquisition and repay Lexmark’s outstanding debt. The Additional Notes will be consolidated with the Original Notes under the same Indenture and bear the same interest rate, with gross proceeds held in an escrow account pending the acquisition’s consummation. If the Lexmark Acquisition is not completed by December 22, 2025, the escrowed funds will be subject to release conditions, potentially impacting the transaction’s financing.

Angel Studios, Inc. - Angel Studios, Inc. entered into a material definitive agreement for a private placement of a subordinated convertible promissory note totaling $5,000,000 with a 15% annual interest rate, due May 1, 2027, and issued a warrant to purchase 30,525 shares of Class C Common Stock at $32.76 per share. The note is convertible at the investor’s option prior to maturity and is non-prepayable by the company, with an Event of Default including failure to pay, bankruptcy, or insolvency triggering immediate repayment. The transaction closed on May 5, 2025, providing the company with capital but also creating significant debt obligations and potential dilution risk upon warrant exercise or note conversion.

Hertz Corp - Hertz Corporation entered into Amendment No. 10 to its Credit Agreement, extending the maturity date of approximately $1.665 billion of revolving credit commitments from June 30, 2026, to March 31, 2028, subject to new additional limitations that, if breached, would cause immediate maturity of these commitments. The company retains access to up to $2 billion under the revolving credit facility until June 30, 2026, after which the available commitments reduce to $1.665 billion until the extended maturity date. Additionally, Hertz’s subsidiary HVF III amended its Series 2021-A asset-backed notes agreement to extend the commitment termination date by one year to May 7, 2027, with adjusted principal amount limits.

Integrated Rail Resources Acquisition Corp - Integrated Rail Resources Acquisition Corp entered into a Crude Oil Supply, Offtake, and Processing Agreement with Shell Trading (US) Company, making Shell the exclusive supplier and purchaser for the Vernal, Utah facility for an initial seven-year term with automatic renewals. The agreement is contingent upon the completion of construction, regulatory approvals, and the closing of the Business Combination, with SPAC bearing all restoration and operational costs and risks. Key contractual terms include pricing tied to market indices with fixed differentials, exclusivity rights, right of first refusal on expansions, and customary termination and indemnification provisions.

Goal Acquisitions Corp. - Goal Acquisitions Corp. stockholders approved an amendment to the Investment Management Trust Agreement, extending the liquidation commencement date of the trust account from May 8, 2025, to February 8, 2026. This amendment delays the timeline for distributing funds held in the trust account established during the Company’s initial public offering. The change could impact the timing of available capital for the Company or its shareholders.

Alliant Energy Corp (LNT - $15.7B) - Alliant Energy Corp entered into a material definitive distribution agreement allowing it to sell up to $1.3 billion of common stock through multiple major financial institutions as agents and forward purchasers. The company may use net proceeds for general corporate purposes, including debt repayment, refinancing, working capital, and acquisitions. Sales may occur via ordinary transactions or block trades on Nasdaq, with forward sales arrangements enabling the company to receive proceeds upon future settlement dates.

Wintrust Financial Corp (WTFC - $7.7B) - Wintrust Financial Corp entered into a Material Definitive Agreement with RBC Capital Markets for a firm commitment public offering of 17 million depositary shares representing Series F Preferred Stock, expected to close on May 22, 2025, raising approximately $414.7 million in net proceeds. The Company intends to use the proceeds for general corporate purposes, including potential redemption of Series D and Series E preferred stock, subject to Federal Reserve approval. The Underwriters and their affiliates have ongoing commercial relationships with the Company, including roles as lenders and registrar, and will receive customary fees and indemnification protections under the agreement.

Constellation Brands Inc. (STZ - $33.4B) - Constellation Brands, Inc. entered into a Material Definitive Agreement on May 9, 2025, establishing a delayed draw Term Loan Credit Agreement with Bank of America and other lenders for up to $500 million to be used for general corporate purposes, including repayment of indebtedness. The Term Loans mature two years after initial borrowing and bear interest based on Term SOFR or Base Rate plus a margin dependent on the Company’s credit rating, with unused commitments incurring a ticking fee starting 30 days after the effective date. The Credit Agreement includes customary affirmative and negative covenants, including maintaining a minimum Consolidated Interest Coverage Ratio of 2.50:1 and a maximum Consolidated Net Leverage Ratio of 4.00:1 (with a step-up post-Material Acquisition), and contains events of default that could lead to acceleration or termination of commitments.

Booking Holdings Inc. (BKNG - $168.9B) - Booking Holdings Inc. has entered into a material definitive agreement to issue €1.75 billion in aggregate principal amount of Senior Notes across three maturities: 2031, 2038, and 2046, with fixed interest rates of 3.125%, 4.125%, and 4.5% respectively. These Senior Notes are general senior unsecured obligations ranking equally with the Company’s other senior unsecured debt, with specified redemption terms allowing the Company to redeem notes prior to maturity under defined conditions. The issuance establishes U.S. Bank Europe DAC as paying agent and U.S. Bank Trust Company as transfer agent, with interest payments commencing May 9, 2026.

TaskUs, Inc. (TASK - $1.2B) - TaskUs, Inc. has entered into a Material Definitive Agreement to merge with Breeze Merger Corporation, with the merger unanimously approved by an independent Special Committee and the Board. Upon completion, all outstanding Class A and Class B common stock, except certain excluded shares, will be automatically canceled and converted into the right to receive $16.50 per share in cash. This transaction consolidates ownership primarily under the Continuing Stockholders, significantly altering the company’s shareholder structure.

Community Health Systems Inc. (CYH - $398.5M) - Community Health Systems, Inc. completed the issuance of $700 million aggregate principal amount of 10.750% Senior Secured Notes due 2033, secured by first-priority liens on collateral also securing existing senior notes. The 2033 Notes are unconditionally guaranteed on a senior-priority secured basis by the Company and its subsidiaries, and are subject to three intercreditor agreements that govern the relative rights of secured parties and restrict actions by the collateral agent. The Issuer may redeem the notes prior to June 15, 2030, at a redemption price including principal, accrued interest, and a make-whole premium.

Nextnrg Inc. (NXXT - $379.7M) - NextNRG Inc. entered into two promissory notes with its CEO and majority shareholder, Michael D. Farkas, totaling $712,000 to support the Company’s working capital needs. Both notes carry a 12% fixed interest rate, mature by May 2026 or upon a cumulative capital raise of $4 million, and include original issue discounts of $72,000 and $12,000 respectively. This related party financing highlights the Company’s reliance on insider funding, which may impact future capital structure and shareholder dynamics.

Friedman Industries Inc. (FRD - $122.1M) - Friedman Industries Inc. entered into a Fourth Amendment to its Amended and Restated Credit Agreement, extending the Maturity Date to August 19, 2026. This extension provides the Company with additional time to meet its debt obligations under the credit facility. The full details of the Amendment will be disclosed in the Company’s upcoming Annual Report on Form 10-K.

Private Stock Deals 💸

EON Resources Inc. (EONR - $7.5M) - EON Resources Inc. issued Convertible Notes totaling $6.85 million on May 8, 2025, exchanging prior promissory notes and warrants with accredited investors under an exemption from registration requirements. The Convertible Notes bear a 7.5% interest rate, mature on January 31, 2028, and include a conversion feature with a price adjustment mechanism that protects investors from dilution or issuance of more favorable terms. The Company retains the right to prepay the notes without penalty, and must notify holders if more favorable securities are issued, allowing holders to adopt those terms.

NextTrip, Inc. (NTRP - $13.6M) - NextTrip, Inc. issued 1,450,000 Contingent Shares to the NextTrip Sellers upon achievement of the final Milestone Event, fulfilling all obligations under the Exchange Agreement with no further share issuance commitments. The shares were issued in an unregistered transaction relying on exemptions under Section 4(a)(2) and Regulation D of the Securities Act. These shares are classified as “restricted securities” under Rule 144, limiting their immediate resale.

Beeline Holdings, Inc. (BLNE - $11.9M) - Beeline Holdings, Inc. disclosed an unregistered sale of equity securities under Item 3.02, which were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The sale involved only one investor who had a pre-existing relationship with the company. This transaction does not raise concerns of non-compliance as it meets the exemption criteria for private placement.

Deals Cancelled ❌

TE Connectivity plc (TEL - $44.4B) - TE Connectivity plc has terminated its $1.5 billion 364-Day Senior Credit Agreement effective May 16, 2025, following the successful issuance of new notes and the absence of outstanding borrowings under the facility as of May 9, 2025. The 364-Day Facility had supported borrowings related to the acquisition of Richards Manufacturing completed on April 1, 2025. The company also plans to reduce its commercial paper program capacity from $2.75 billion to $1.25 billion, reflecting a shift in its short-term financing strategy.

Shareholder Rights Change 📜

ReShape Lifesciences Inc. (RSLS - $4.7M) - ReShape Lifesciences Inc. has made a material modification to the rights of its security holders as detailed in Item 5.03, which is incorporated by reference. This change could impact shareholder rights or preferences significantly. Investors should review Item 5.03 to understand the specific nature and implications of these modifications.

Audit Firm Swaps 🔄

Digital Ally Inc. (DGLY - $0.18M) - Digital Ally, Inc. dismissed RBSM LLP as its independent registered public accounting firm on May 5, 2025, despite RBSM’s audit reports for 2023 and 2024 containing no adverse opinions or disagreements, but including a going concern explanatory paragraph highlighting substantial doubt about the Company’s ability to continue due to operating losses and capital needs. The Company appointed Victor Mokuolu CPA PLLC as its new independent auditor effective immediately to perform the audit for fiscal year 2025, with no prior consultations between the Company and Mokuolu regarding accounting principles or audit opinions. There were no reportable events or disagreements with RBSM during the periods reviewed, indicating the dismissal was not due to audit conflicts but may reflect strategic or operational considerations related to the Company’s financial condition.

Actinium Pharmaceuticals, Inc. (ATNM - $46.8M) - Actinium Pharmaceuticals, Inc. dismissed Marcum LLP as its independent registered public accounting firm on May 8, 2025, following Marcum’s attest business acquisition by CBIZ CPAs P.C. The audit reports issued by Marcum for fiscal years 2023 and 2024 were unqualified and contained no disagreements or reportable events related to accounting or auditing matters. CBIZ CPAs was engaged as the new independent auditor for fiscal year 2025, with no prior consultations or disagreements with the Company during the covered periods.

Bespoke Extracts, Inc. - Bespoke Extracts, Inc. announced the resignation of its independent registered public accounting firm, Assurance Dimensions, Inc., effective May 8, 2025, due to the firm's exit from auditing publicly traded companies. Assurance Dimensions’ prior audit reports for fiscal years 2023 and 2024 were unqualified and contained no disagreements or reportable events related to accounting or auditing matters. The Company engaged Stephano Slack LLC as its new independent auditor for fiscal year 2025, with no prior consultations or disagreements with the new firm during the past periods.

Onar Holding Corp - ONAR Holding Corp has dismissed its independent registered public accounting firm, WWC, P.C., effective May 6, 2025, whose prior audit report included an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern. There were no disagreements or reportable events with WWC related to accounting principles, financial disclosures, or audit scope during the fiscal year ended December 31, 2024, and through the dismissal date. The Company has appointed Sadler, Gibb & Associates, LLC as its new independent auditor for 2025, with no prior consultations or disagreements with Sadler Gibb during the past two fiscal years.

Visium Technologies Inc. - Visium Technologies announced the resignation of Assurance Dimensions, LLC as its independent registered public accounting firm due to the firm's exit from auditing publicly traded companies, with no disagreements or reportable events noted in prior audits. Assurance Dimensions’s audit reports for fiscal years 2023 and 2024 were unqualified and contained no adverse opinions or modifications. The Company has engaged Stephano Slack LLC as its new auditor effective May 6, 2025, and there have been no consultations or disagreements with the new auditor to date.

New Financial Obligations 💰

Eaton Corp plc (ETN - $116.8B) - Eaton Corporation plc’s subsidiary, Eaton Capital Unlimited Company, issued €500 million of 3.625% senior Euro Notes due 2035 and $500 million of 4.450% senior U.S. Notes due 2030, with net proceeds of approximately €493.6 million and $494.3 million, respectively. The Notes are guaranteed by Eaton and certain subsidiaries and were issued under a new indenture with The Bank of New York Mellon Trust Company as Trustee. Eaton Capital intends to use the proceeds for general corporate purposes, including potential repayment of outstanding debt such as commercial paper.

Random Updates 🧩

Centerpoint Energy Inc. (CNP - $25.4B) - Centerpoint Energy Inc. announced the early tender results for its cash tender offers to repurchase up to $1 billion aggregate principal amount of senior notes issued by the company and its subsidiary. The company expects to accept the full Aggregate Maximum Amount, resulting in early settlement of the tendered notes on May 13, 2025. This transaction will reduce outstanding debt across multiple maturities, potentially impacting the company's capital structure and interest expense going forward.

Postal Realty Trust, Inc. (PSTL - $302.0M) - Postal Realty Trust, Inc. amended its management agreements through its subsidiary REAC to provide property management services to 362 properties owned by affiliates of CEO Andrew Spodek, with fees starting at 4.0% of gross revenue and increasing annually by 2.5%. The agreements have an initial term through March 31, 2030, with automatic one-year renewals unless terminated with proper notice, and allow termination by either party with 60 days’ notice starting October 1, 2025. These amendments were unanimously approved by an independent Special Committee excluding Mr. Spodek, addressing potential related party concerns.

American Integrity Insurance Group, Inc. (AII - $330.9M) - American Integrity Insurance Group, Inc. completed its initial public offering of 6,875,000 shares at $16.00 per share, generating gross proceeds of $100 million for the company. An additional 625,000 shares were sold by certain selling stockholders, who received $10 million in gross proceeds and granted underwriters a 30-day option to purchase up to 1,031,250 more shares. The company did not receive any proceeds from the selling stockholders' shares, and underwriting discounts and expenses remain to be deducted.

Cantor Equity Partners II, Inc. (CEPT - $339.7M) - Cantor Equity Partners II, Inc. completed its IPO on May 5, 2025, issuing 24,000,000 Class A ordinary shares at $10.00 per share, raising gross proceeds of $240 million. Simultaneously, the Company completed a Private Placement of 580,000 shares to its Sponsor for an additional $5.8 million. The total proceeds of $245.8 million were placed in a U.S.-based trust account, with an audited balance sheet reflecting these transactions included as Exhibit 99.1.

Nuvectis Pharma, Inc. (NVCT - $221.2M) - Nuvectis Pharma, Inc. established a new “At the Market” Offering Program with Leerink Partners LLC, allowing the company to sell up to $60 million of common stock from time to time under a Sales Agreement. Leerink Partners will act as sales agent, receiving 3.0% compensation on gross proceeds, with the company agreeing to indemnify and reimburse the agent for certain liabilities under securities laws. This new program terminates the prior ATM offering, providing Nuvectis with flexible capital-raising capacity through at-the-market sales.

Exagen Inc. (XGN - $112.5M) - Exagen Inc. closed a public offering of 3,350,000 shares of common stock at $5.25 per share, with Canaccord Genuity LLC as the underwriter. The underwriter exercised its full option to purchase an additional 502,500 shares, increasing the total offering size. The Company received approximately $18.6 million in net proceeds after underwriting discounts, commissions, and expenses.

Seritage Growth Properties (SRG - $166.2M) - Seritage Growth Properties declared a cash dividend of $0.4375 per share on its 7.00% Series A Cumulative Redeemable Preferred Shares. The dividend payment is scheduled for July 15, 2025, to shareholders of record as of June 30, 2025. This indicates the company is maintaining its preferred dividend obligations without any indication of impairment or non-compliance.

U S Gold Corp (USAU - $123.1M) - U S Gold Corp has seen the exercise of 1,864,668 warrants since January 31, 2025, generating approximately $7.3 million in gross proceeds. This exercise reduced the total warrants outstanding by about 39%, lowering the balance to 2,923,444 warrants. The significant reduction in outstanding warrants improves the company's capital structure and potentially reduces future dilution.

DeFi Development Corp. (DFDV - $143.9M) - DeFi Development Corp. approved a seven-for-one forward stock split of its common stock, expected to be effective on May 19, 2025, subject to final Nasdaq Capital Market approval. The Stock Split will increase the number of shares outstanding to approximately 2,037,531, with proportional adjustments to equity incentive plans and outstanding stock options, but will not change the authorized shares or par value. The Board retains the right to abandon the Stock Split prior to the filing of the Certificate of Amendment, and the event is not subject to stockholder approval.

Odyssey Marine Exploration Inc. (OMEX - $35.9M) - Odyssey Marine Exploration Inc. has resolved its prior non-compliance with Nasdaq Listing Rule 5550(a)(2) regarding the $1.00 minimum bid price requirement. The company’s common stock price remained at or above $1.00 for ten consecutive business days, leading Nasdaq to confirm compliance and avoid delisting. This resolution removes the immediate risk of listing termination and stabilizes the company’s market presence on Nasdaq.

4Front Ventures Corp. - 4Front Ventures Corp. has been issued a failure-to-file cease trade order by the Ontario Securities Commission due to its failure to file audited annual financial statements, management’s discussion and analysis, and related certifications for the year ended December 31, 2024. As a result, trading or purchasing the Company’s securities is prohibited in Canadian jurisdictions where it is a reporting issuer until the Order is lifted. An exception allows certain beneficial owners who are not insiders or control persons to sell pre-May 7, 2025 securities through specified regulated markets and registered dealers.

Berkshire Hills Bancorp Inc. (BHLB - $1.2B) - Berkshire Hills Bancorp and Brookline Bancorp are proceeding with a complex merger transaction involving multiple subsidiary bank mergers, with stockholder meetings scheduled for May 21, 2025, to approve the Proposed Transaction. However, Berkshire and Brookline have received multiple demand letters alleging that the joint proxy statement/prospectus omits material information in violation of federal securities laws and state disclosure requirements, prompting demands for additional disclosures. Additionally, two lawsuits have been filed in New York state court against Brookline and its board of directors, raising potential litigation risks related to the merger process.

Global Crossing Airlines Group Inc. - Global Crossing Airlines Group Inc. disclosed a cybersecurity incident involving unauthorized activity within its computer networks supporting business applications, discovered on May 5, 2025. The Company activated incident response protocols, engaged third-party cybersecurity experts, contained the breach, and notified law enforcement, with investigations and mitigation efforts ongoing. While the full impact remains unknown, the Company currently believes there has been no operational disruption and does not expect a material effect on its financial condition or results.

Gores Holdings X, Inc. / CI (GTENU) - Gores Holdings X, Inc. completed its initial public offering (IPO) of 35,880,000 units, including the full exercise of the underwriter’s over-allotment option, raising gross proceeds of approximately $358.8 million. Simultaneously, the Company completed a private placement of 225,000 Class A Ordinary Shares to its sponsor, generating an additional $2.25 million. A total of $358.8 million in proceeds was placed in a trust account, and an audited balance sheet reflecting these transactions is included in the filing.

Nexpoint Diversified Real Estate Trust (NHF) - NexPoint Diversified Real Estate Trust filed a corrected definitive proxy statement regarding its June 10, 2025 annual meeting, which includes a proposal to convert from a Delaware statutory trust to a Maryland corporation and to approve an amended long-term incentive plan. The filing clarifies that the overhang rate, a measure of potential dilution to shareholders, is 4.2% on a fully diluted basis excluding the new share request and OP Units redemption impact, rising to approximately 6.1% if the new share request of 943,000 shares is included. This correction is important for shareholders to accurately assess dilution risk related to equity awards and the proposed incentive plan.

Via Renewables, Inc. (VIASP) - Via Renewables, Inc. announced a partial redemption of 168,008 shares of its 8.75% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock at $25.00 per share. The redemption will include any declared and unpaid dividends through June 9, 2025. This action reduces the outstanding preferred stock and impacts the company’s capital structure.

byNordic Acquisition Corp - byNordic Acquisition Corp has extended the deadline to complete its initial business combination from May 12, 2025, to June 12, 2025, by depositing $40,312 into the Trust Account as approved by its Board. This extension follows a prior stockholder-approved amendment allowing up to a twelve-month extension without another vote. The filing includes forward-looking statements subject to risks and uncertainties, with no obligation to update these projections.

Brookline Bancorp Inc. (BRKL - $958.8M) - Brookline Bancorp and Berkshire Hills Bancorp are proceeding with a complex merger transaction involving multiple subsidiary bank mergers, with stockholder meetings scheduled for May 21, 2025, to approve the deal. However, Berkshire and Brookline have received multiple demand letters alleging that the joint proxy statement/prospectus omits material information, and two lawsuits have been filed in New York state court by purported Brookline shareholders challenging the disclosures. These legal challenges pose a potential risk of litigation delays or amendments to the proxy materials, which could impact the timing and completion of the Proposed Transaction.

Nordstrom Inc. (JWN - $4.0B) - Nordstrom Inc. disclosed that a purported class action lawsuit was filed on March 31, 2025, challenging the proposed merger with Norse Holdings, Inc., potentially delaying or complicating the transaction. The company received 15 shareholder letters alleging material omissions in the Definitive Proxy Statement but believes no further disclosure is legally required, though it is providing supplemental disclosures to mitigate litigation risks. The special meeting to approve the merger is scheduled for May 16, 2025, and Nordstrom emphasizes that the supplemental disclosures do not constitute an admission of liability or materiality.

Recursion Pharmaceuticals Inc. (RXRX - $1.9B) - Recursion Pharmaceuticals filed a prospectus supplement to register for resale 4,260,927 shares of Class A common stock issued to Tempus Labs as payment for annual license fees under their Master Agreement. These shares were originally issued under an exemption from registration pursuant to the Securities Act of 1933. The filing includes a legal opinion from Wilson Sonsini Goodrich & Rosati, P.C. confirming the legality of the Tempus Shares.

Centrus Energy Corp (LEU - $1.2B) - Centrus Energy Corp established an "at the market" offering (ATM Program) allowing sales of up to $200 million in Class A Common Stock through appointed agents, increasing from the initial $100 million limit. As of May 9, 2025, approximately $117.1 million remains available for sale under this program, providing the Company with significant capital-raising flexibility. The shares will be issued under an effective shelf registration statement, with legal opinion from O’Melveny & Myers LLP confirming compliance, indicating no immediate regulatory or legal concerns.

Vse Corp (VSEC - $2.4B) - VSE Corporation declared a quarterly cash dividend of $0.10 per share, payable on July 30, 2025, to shareholders of record as of July 16, 2025. The Board of Directors approved this dividend on May 8, 2025. This dividend declaration signals the company’s commitment to returning capital to shareholders.

Artisan Partners Asset Management Inc. (APAM - $2.8B) - Artisan Partners Asset Management Inc. disclosed its preliminary assets under management as of April 30, 2025, in a press release filed as Exhibit 99.1. This information is now officially filed under the Securities Exchange Act of 1934 and incorporated by reference in other SEC filings. There are no indications of non-compliance, litigation, or other adverse events related to this disclosure.

Victory Capital Holdings, Inc. (VCTR - $4.0B) - Victory Capital Holdings, Inc. reported updated assets under management (AUM) as of April 30, 2025, in a press release dated May 9, 2025. This information is incorporated by reference in the filing as Exhibit 99.1. There are no indications of negative events such as non-compliance or impairment related to the AUM disclosure.

Earnings Drops 🧮

Trump Media & Technology Group Corp. (DJT - $5.4B) - Trump Media & Technology Group Corp. announced its financial and operating results for the quarter ended March 31, 2025, via a press release furnished as Exhibit 99.1. The disclosure clarifies that this information is not deemed filed under Section 18 of the Exchange Act and is not subject to related liabilities or incorporation by reference in other filings. There are no indications of non-compliance or negative developments disclosed in this Item 2.02 filing.

ContextLogic Inc. (LOGC - $182.9M) - ContextLogic Inc. reported its financial results for the quarter ended March 31, 2025, in a press release dated May 9, 2025. The filing includes the full press release as Exhibit 99.1, providing detailed operational and financial data. There are no indications of impairment, going concern, or other negative developments disclosed in this item.

Portman Ridge Finance Corp (PTMN - $113.1M) - Portman Ridge Finance Corp (PTMN) announced its financial results for the quarter ended March 31, 2025, via a press release furnished as Exhibit 99.1 to the 8-K filing. The Company also provided a supplemental investor presentation related to the earnings release, available on its website and included as Exhibit 99.2. This information is being furnished and is explicitly stated as not filed, thus it is not subject to liabilities under Section 18 of the Exchange Act and is not incorporated by reference into other filings.

Entera Bio Ltd. (ENTX - $104.0M) - Entera Bio Ltd. announced its financial results for the quarter ended March 31, 2025, via a press release dated May 9, 2025. The detailed financial information is furnished as Exhibit 99.1 and incorporated by reference in this filing. No mention of negative events such as impairment, litigation, or non-compliance was disclosed in this item.

Surrozen, Inc./DE (SRZN - $87.1M) - Surrozen, Inc. announced its financial results for the quarter ended March 31, 2025, via a press release dated May 9, 2025. The press release is attached as Exhibit 99.1 to this Form 8-K but is explicitly not filed under Section 18 of the Securities Exchange Act and will not be incorporated by reference in other filings. No negative events or material changes were disclosed in this announcement.

GAN Ltd (GAN - $83.9M) - GAN Ltd reported its unaudited financial results for the quarter ended March 31, 2025, in an earnings release furnished as Exhibit 99.1 to this Form 8-K. The results are furnished and not filed, meaning they are not subject to the liabilities of Section 18 of the Securities Exchange Act and are not incorporated by reference in other filings. No mention of negative events such as impairment, litigation, or non-compliance was made in this disclosure.

Castellum, Inc. (CTM - $78.8M) - Castellum, Inc. disclosed its financial results for the quarter ended March 31, 2025, via a press release attached as Exhibit 99.1. The filing under Item 2.02 is furnished and not considered “filed” under the Securities Exchange Act, limiting its incorporation by reference in other filings. No negative events such as impairment, lawsuit, or non-compliance were reported in this disclosure.

Allarity Therapeutics, Inc. (ALLR - $18.1M) - Allarity Therapeutics, Inc. announced its financial results for the first quarter ended March 31, 2025, via a press release attached as Exhibit 99.1. The filing does not indicate any negative developments, non-compliance, or impairment issues in the reported results. This report is for informational purposes only and is not deemed filed under the Securities Exchange Act, limiting its regulatory impact.

Global Self Storage, Inc. (SELF - $59.0M) - Global Self Storage, Inc. reported its financial results for the quarter ended March 31, 2025, on May 9, 2025. The earnings press release is attached as Exhibit 99.1 and is incorporated by reference. No mention of negative events such as impairment, litigation, or non-compliance was disclosed in this filing.

Celularity Inc (CELU - $37.7M) - Celularity Inc. announced its operating and financial results for the year ended December 31, 2024, via a press release furnished as Exhibit 99.1 to this Form 8-K. The information provided is not deemed “filed” under Section 18 of the Exchange Act and is not subject to related liabilities or incorporation by reference in other filings. The release contains forward-looking statements accompanied by cautionary language regarding their inherent risks.

Athira Pharma, Inc. (ATHA - $10.9M) - Athira Pharma, Inc. reported its financial results for the quarter ended March 31, 2025, in a press release dated May 9, 2025. The detailed financial information is provided in Exhibit 99.1 attached to the filing. No negative events such as impairment, litigation, or non-compliance were disclosed in this item.

Sila Realty Trust, Inc. (SILA - $1.4B) - Sila Realty Trust, Inc. has revised its earnings release and quarterly supplemental information for Q1 2025 to correct the recognition of a loss on extinguishment of debt, resulting in an $803,000 increase in other assets and a corresponding decrease in interest expense. This correction led to an increase in net income attributable to common stockholders by $803,000 (from $0.13 to $0.14 per diluted share) and a similar increase in Funds from Operations (FFO), while Core FFO remained essentially unchanged. There are no other changes to the original financial reports, and the revised information is being furnished but not filed, limiting liability under the Securities Exchange Act.

Motorsport Games Inc. (MSGM - $13.1M) - Motorsport Games Inc. furnished its financial results for the quarter ending March 31, 2025, via a press release dated May 9, 2025. The press release is not filed with the SEC and is therefore not subject to liability under Section 18 of the Exchange Act. This disclosure does not constitute incorporation by reference into any other SEC filings unless explicitly stated.

Sable Offshore Corp. (SOC - $1.8B) - Sable Offshore Corp. announced its financial results for the period ended March 31, 2025, via a press release dated May 9, 2025. The press release is attached as Exhibit 99.1 to the Form 8-K and is incorporated by reference but is explicitly not deemed filed under Section 18 of the Exchange Act. This means the results are not subject to liability under that Section and are not incorporated by reference in other SEC filings.

Prospect Capital Corp (PSEC - $1.6B) - Prospect Capital Corp (PSEC) announced its financial results for the fiscal quarter ended March 31, 2025, via a press release dated May 8, 2025. The detailed financial information is included as Exhibit 99.1 to the Form 8-K filing. This disclosure is being furnished and is not filed for purposes of Section 18 of the Securities Exchange Act, limiting its incorporation by reference in other filings.

Gogo Inc. (GOGO - $991.8M) - Gogo Inc. announced its results of operations for the first quarter ended March 31, 2025, on May 9, 2025. The filing includes a press release detailing the company’s financial condition and performance metrics for the period. No mention of negative events such as impairment, litigation, or non-compliance was disclosed in this item.

Biglari Holdings Inc. (BH - $722.5M) - Biglari Holdings Inc. announced its financial results for the first quarter ended March 31, 2025, via a press release attached as Exhibit 99.1. The information is furnished but explicitly not filed, limiting its legal liability under Section 18 of the Exchange Act. Consequently, this data will not be incorporated by reference into future SEC filings unless expressly stated by the Company.

Associated Capital Group, Inc. (AC - $761.2M) - Associated Capital Group, Inc. reported its results of operations for the quarter ended March 31, 2025, on May 8, 2025. The detailed financial information is provided in the press release filed as Exhibit 99.1 to this Form 8-K. This disclosure is furnished under Item 2.02 and is not deemed filed for purposes of Section 18 of the Securities Exchange Act, limiting its incorporation by reference.

NI Holdings, Inc. (NODK - $259.6M) - NI Holdings, Inc. announced its financial results for the quarter ended March 31, 2025, via a press release attached as Exhibit 99.1. The information is furnished and is not considered filed under Section 18 of the Securities Exchange Act, limiting its legal incorporation by reference. There are no indications of non-compliance, impairment, or other adverse conditions disclosed in this filing item.

Ring Energy Inc. (REI - $180.2M) - Ring Energy Inc. announced its financial and operating results for the first quarter ended March 31, 2025, in a press release furnished as Exhibit 99.1. This disclosure is provided under Item 2.02 but is explicitly stated as not filed for purposes of Section 18 of the Exchange Act, limiting liability and incorporation by reference. Investors should review the press release for detailed performance metrics but note the limited legal status of this filing.

ECA Marcellus Trust I - ECA Marcellus Trust I furnished a press release regarding its results of operations and financial condition as Exhibit 99.1. The information is explicitly stated as not filed under Section 18 of the Securities Exchange Act and is not incorporated by reference in any other filings. This limits the legal liability and formal disclosure implications of the information provided.

Golub Capital Direct Lending Unlevered Corp - Golub Capital Direct Lending Unlevered Corporation released its financial results for the second fiscal quarter ended March 31, 2025, accompanied by an earnings presentation provided to shareholders of record as of that date. The earnings presentation is attached as Exhibit 99.1 to the filing. This information is being furnished and is explicitly stated as not filed or subject to liability under Section 18 of the Exchange Act, nor incorporated by reference into other filings.

Hawaiian Electric Co Inc. - Hawaiian Electric Co Inc. reported its first quarter 2025 results on May 9, 2025, via a news release furnished as Exhibit 99. The filing does not indicate any negative developments such as impairment, litigation, or non-compliance. This update provides the latest financial performance information for investors and analysts.

Parks America Inc. - Parks! America, Inc. furnished a news release on May 9, 2025, disclosing its results of operations for the second fiscal quarter ended March 30, 2025, and its financial condition as of that date. This information is provided pursuant to Item 2.02 and is not filed under the Securities Exchange Act, meaning it is not incorporated by reference in other filings. There are no indications of negative events such as impairment, litigation, or non-compliance in this disclosure.

Charter Tweaks ✏️

Allison Transmission Holdings Inc (ALSN - $8.3B) - Allison Transmission Holdings Inc. has filed an amendment to its Second Amended and Restated Certificate of Incorporation, approved by stockholders on May 7, 2025, that provides for exculpation of the Company’s officers from liability in specific circumstances. This Exculpation Amendment was officially filed with the Delaware Secretary of State on May 8, 2025. The amendment potentially limits officers' personal liability, which may impact governance risk assessments for investors.

Idexx Laboratories Inc. De (IDXX - $38.2B) - IDEXX Laboratories eliminated the authority to issue its Series A Junior Participating Preferred Stock, reverting those shares to undesignated preferred stock status as of May 7, 2025. The Company’s stockholders approved amendments removing all supermajority voting requirements and providing exculpation for officers under Delaware law, which became effective the same day. Additionally, the Board adopted Amended and Restated By-Laws that establish Delaware courts as the exclusive forum for certain legal actions and update procedural rules for stockholder meetings and director nominations.

DT Midstream, Inc. (DTM - $10.3B) - DT Midstream, Inc. stockholders approved an amendment to the Certificate of Incorporation removing the prohibition on stockholders calling special meetings. Now, stockholders owning at least 25% of voting power for one full year can request a special meeting, enhancing shareholder rights. This amendment became effective on May 9, 2025, upon filing with the Delaware Secretary of State.

Montrose Environmental Group, Inc. (MEG - $519.4M) - Montrose Environmental Group, Inc. has amended its Certificate of Incorporation to declassify its Board of Directors, transitioning to annual director elections starting in 2028 through a phased three-year process. The Amendment allows directors to be removed without cause beginning with the 2028 Annual Meeting, increasing shareholder control over Board composition. This governance change became effective on May 8, 2025, upon filing with the Delaware Secretary of State.

Childrens Place, Inc. (PLCE - $120.3M) - At the Annual Meeting on May 7, 2025, The Children’s Place, Inc. stockholders approved key amendments to the Company’s Charter, including eliminating the prohibition against stockholders acting by written consent without a meeting and granting stockholders the right to fill Board vacancies in any circumstance. These amendments also include certain housekeeping changes as detailed in the Company’s April 17, 2025 proxy statement. The Company filed its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on May 7, 2025 to formalize these changes.

TNF Pharmaceuticals, Inc. (TNFA - $2.0M) - TNF Pharmaceuticals, Inc. has approved a bylaw amendment lowering the required stockholder vote threshold for all matters except director elections from a majority of shares present and entitled to vote to a majority of votes actually cast, excluding abstentions and broker non-votes. This change effectively makes it easier to pass shareholder proposals by reducing the voting power needed for approval. The amendment also aligns class vote requirements with this new standard, potentially impacting future corporate governance decisions.

SafeSpace Global Corp - SafeSpace Global Corp has amended its Articles of Incorporation to change its corporate name from “Healthcare Integrated Technologies Inc.” to “SafeSpace Global Corporation,” effective April 17, 2025, with a new ticker symbol “SSGC” on the OTC Pink Market starting April 24, 2025. The company also restated its Articles of Incorporation to include all prior amendments and amended its Bylaws to reflect the name change and other non-substantive updates. This rebranding signals a strategic shift towards AI-driven situational awareness and safety initiatives, with no adverse regulatory or compliance issues reported.

Crown PropTech Acquisitions - Crown PropTech Acquisitions filed an amendment to its Articles of Incorporation, as detailed in the Amended Charter referenced in Item 5.07 of this 8-K. This amendment may affect the company's governance structure or shareholder rights. Investors should review the Amended Charter for any material changes impacting control or operational flexibility.

Ethics Flex 🧾

Foot Locker Inc. (FL - $1.1B) - Foot Locker, Inc. adopted an updated Code of Business Conduct on May 6, 2025, which applies to all directors, officers, and employees. The revisions clarify provisions related to conflicts of interest, confidential information, competition, bribery and corruption prevention, and the Company’s speak up helpline. No waivers or non-compliance issues were disclosed, and the full updated Code is available on the Company’s website.

Reg FD Buzz 🗞️

American Strategic Investment Co. (NYC - $29.0M) - American Strategic Investment Co. disclosed risks related to its election to terminate REIT status and potential difficulties in acquiring new assets or businesses amid geopolitical instability involving Russia-Ukraine and Israel-Hamas conflicts, which may result in sanctions and adverse economic impacts. The Company highlighted exposure to inflationary conditions, higher interest rates, and uncertainties from U.S. tariffs that could materially affect its financial performance. Additionally, there is a risk that the Company may fail to meet NYSE continued listing requirements, potentially leading to delisting and negatively impacting the stock price and liquidity for shareholders.

Dixie Group Inc. - Dixie Group Inc. has furnished an updated investor presentation that supersedes the prior version filed on April 10, 2025. This updated information is provided under Item 7.01 and is not deemed filed for regulatory purposes. The revised presentation is available on the company's investor website for review.

InfuSystem Holdings, Inc (INFU - $100.5M) - InfuSystem Holdings, Inc. disclosed an Investor Presentation dated May 9, 2025, under Item 7.01 - Regulation FD Disclosure. The presentation is furnished for informational purposes and is explicitly stated as not filed or incorporated by reference under the Securities Exchange Act. There are no indications of non-compliance, litigation, or other adverse developments in this disclosure.

Mvb Financial Corp (MVBF - $231.3M) - MVB Financial Corp. has furnished investor presentation slides as part of its Regulation FD Disclosure, attached as Exhibit 99.1. This information is provided for transparency but is explicitly not deemed filed under Section 18 of the Securities Exchange Act and carries no associated liabilities. The slides will not be incorporated by reference into any future registration statements or filings unless specifically stated.

National Healthcare Properties, Inc. - National Healthcare Properties, Inc. disclosed an investor presentation highlighting portfolio information and financial metrics, which will be shared with investors and advisors at upcoming conferences and webinars. The presentation is furnished as Exhibit 99.1 to this Form 8-K and is accessible on the Company’s website. This disclosure is made under Regulation FD and is explicitly not filed under the Securities Exchange Act, limiting its legal liability and incorporation by reference in other filings.

Planet Fitness, Inc. (PLNT - $8.3B) - Planet Fitness, Inc. will begin using a new investor presentation starting May 9, 2025, which will also be accessible online. This presentation is furnished as Exhibit 99.1 and incorporated by reference but is explicitly not filed under Section 18 of the Securities Exchange Act, limiting liability. The company clarifies that the presentation content is not incorporated by reference into any other securities filings.

Sezzle Inc. (SEZL - $1.9B) - Sezzle Inc. will begin using a new Investor Presentation starting May 9, 2025, as disclosed in this Form 8-K and attached Exhibit 99.1. The presentation contains summary information intended to supplement the Company’s SEC filings and public announcements, but the Company disclaims any duty to update or revise this information. This filing is being furnished, not filed, and therefore is not subject to certain liabilities or incorporation by reference under the Securities Act or Exchange Act.

Vince Holding Corp (VNCE - $25.7M) - Vince Holding Corp issued a press release on May 9, 2025, announcing receipt of a Notice, detailed in Exhibit 99.1 of the filing. The information provided under Item 7.01 is furnished for transparency but is not deemed filed under Section 18 of the Securities Exchange Act, limiting related liabilities. This disclosure does not create any new obligations or liabilities for the company under SEC rules.

Ziff Davis Inc. (ZD - $1.4B) - Ziff Davis Inc. disclosed supplemental financial data related to its first quarter 2025 earnings during a conference call on May 9, 2025, which is furnished as Exhibit 99.1 to this Form 8-K. This information is provided under Regulation FD and is not filed for purposes of Section 18 of the Exchange Act, nor incorporated by reference in other filings. There are no indications of non-compliance, litigation, or other negative developments disclosed in this item.

Financial Attachments 📎

InvenTrust Properties Corp. (IVT - $2.2B) - InvenTrust Properties Corp. filed an Item 9.01 disclosure including Exhibit 104, which is the Cover Page Interactive Data File embedded within the Inline XBRL document. There are no indications of non-compliance, litigation, or other adverse events in this filing. This submission primarily serves to provide updated financial data in a standardized electronic format.

Noble Corp plc (NE - $3.5B) - The filing under Item 9.01 for Noble Corp plc (NE) includes only the submission of an Interactive Data File with embedded XBRL tags. There are no disclosures of financial restatements, impairments, litigation, or other material events. This filing does not contain any actionable or negative developments affecting the company’s financial condition or operations.

TransUnion (TRU - $16.5B) - The Item 9.01 filing for TransUnion (TRU) contains only an exhibit related to the cover page Interactive Data File in XBRL format. There are no disclosures of financial statements, non-compliance, or other material events in this filing. This filing does not indicate any actionable events or changes affecting the company’s financial condition or operations.

Tronox Holdings plc (TROX - $850.9M) - The Item 9.01 filing for Tronox Holdings plc includes the submission of financial statements and exhibits. Specifically, Exhibit 104 contains the Inline XBRL data for the cover page of this Current Report on Form 8-K. There are no disclosures of non-compliance, litigation, or other negative events in this filing.

Farmers & Merchants Bancshares, Inc. - The filing under Item 9.01 contains only the Exhibit Index listing the exhibits included with the report. There are no financial statements or disclosures of non-compliance, litigation, or other material events reported. This filing does not present any actionable information or changes affecting the company’s financial condition or operations.

Hershey Co (HSY - $42.9B) - The Item 9.01 filing for Hershey Co (HSY) includes only the submission of an interactive data file as Exhibit 104. No financial statements, restatements, or disclosures of material events were reported. This filing does not indicate any non-compliance, litigation, or other negative developments.

Orasure Technologies Inc. (OSUR - $220.8M) - OraSure Technologies Inc. filed unaudited pro forma financial information reflecting the acquisition of Sherlock Biosciences, effective January 1, 2024. The combined statements of operations for the year ended December 31, 2024, are included as Exhibit 99.1 and incorporated by reference. This filing provides investors with a forward-looking view of the company's financial position post-acquisition.

Ssr Mining Inc. (SSRM - $2.1B) - SSRM filed the audited combined financial statements of its acquired business, Cripple Creek & Victor, for the years ended December 31, 2024 and 2023, audited by Ernst & Young LLP. The company also provided unaudited pro forma condensed combined financial information reflecting the impact of the acquisition as of and for the year ended December 31, 2024. These filings indicate the completion and integration of the acquisition transaction, with no negative issues or impairment disclosed.

Unusual Machines, Inc. (UMAC - $84.5M) - Unusual Machines, Inc. filed an Item 9.01 disclosure attaching the opinion and consent of its independent auditor, Nason, Yeager, Gerson, Harris & Fumero, P.A., with no indications of qualified or adverse opinions. There are no reports of non-compliance, impairment, or other negative findings in the auditor’s opinion included in this filing. This filing primarily serves to provide the auditor’s formal consent and the interactive data file, with no new material financial disclosures or litigation updates.

Shareholder Votes 🗳️

ISABELLA BANK Corp - At the 2025 Annual Meeting, shareholders elected Neil M. McDonnell, Sarah R. Opperman, Chad R. Payton, and Brian R. Sackett as directors to serve until 2028. The shareholders also ratified the appointment of Plante & Moran, PLLC as the Company's independent registered public accounting firm for 2025. There were no indications of opposition or controversy related to these key governance matters.

General Electric Co (GE - $222.8B) - At General Electric's May 6, 2025 Annual Meeting, shareholders elected all director nominees and approved the advisory "Say on Pay" vote on executive compensation. The appointment of Deloitte & Touche LLP as the independent auditor for 2025 was ratified with overwhelming support. A shareholder proposal requesting a vote on severance payments was rejected by a significant margin.

Alamo Group Inc. (ALG - $2.1B) - At the May 8, 2025 Annual Meeting, Alamo Group Inc. stockholders approved the election of all eight director nominees, with strong majority votes in favor. The advisory vote on executive compensation and the approval of the 2025 Incentive Stock Option Plan were also passed, though with a notable minority voting against. Additionally, stockholders ratified the appointment of KPMG LLP as the independent auditor for fiscal year 2025, ensuring continuity in external audit oversight.

Albemarle Corp (ALB - $6.8B) - At Albemarle Corp’s 2025 Annual Meeting, all director nominees were elected to serve through 2026, with notable opposition votes against several nominees including J. Kent Masters, Jr. and James J. O’Brien. The shareholders approved, on a non-binding advisory basis, the executive compensation package despite significant dissent, with over 24 million votes against. Additionally, the appointment of PricewaterhouseCoopers LLP as independent auditor was ratified, and a shareholder proposal for a simple majority vote was approved, indicating a shift in shareholder voting requirements.

Brinks Co (BCO - $3.9B) - At the Brinks Co 2025 Annual Meeting, shareholders elected nine directors to the Board for terms expiring in 2026, with all nominees receiving strong majority support. An advisory resolution on named executive compensation was approved by a significant majority of shareholders. Additionally, shareholders approved the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2025.

Calix Inc. (CALX - $2.7B) - At Calix Inc.’s annual meeting on May 8, 2025, stockholders elected three Class III directors with Michael J. Berry receiving the highest support and Christopher J. Bowick facing notable withheld votes. The stockholders approved an increase of 4,000,000 shares under the Fourth Amended and Restated 2019 Equity Incentive Award Plan despite significant opposition. Additionally, KPMG LLP was overwhelmingly ratified as the independent registered public accounting firm for fiscal year 2025, while the advisory vote on executive compensation received considerable dissent.

Datasea Inc. (DTSS - $16.3M) - At Datasea Inc.’s Annual Meeting held on May 7, 2025, all five director nominees were elected with overwhelming support, each receiving over 4.75 million votes in favor and zero votes against. The stockholders also ratified the appointment of Paris Kreit & Chiu CPA LLP as the independent auditor for the fiscal year ending June 30, 2025. Additionally, Amendment No. 4 to the Company’s 2018 Equity Incentive Plan was approved, reflecting strong shareholder backing for the updated equity compensation framework.

Ecovyst Inc. (ECVT - $778.4M) - At Ecovyst Inc.’s 2025 Annual Meeting, both Class III director nominees, Susan F. Ward and Bryan K. Brown, were elected to the board with substantial shareholder support. The stockholders approved, on an advisory basis, the compensation of the named executive officers in the say-on-pay vote. Additionally, PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for fiscal year 2025.

Fox Factory Holding Corp (FOXF - $877.2M) - At the 2025 Annual Meeting, Fox Factory Holding Corp’s stockholders elected Thomas E. Duncan and Jean H. Hlay as Class III directors for a three-year term ending in 2028. The stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent public accountants for fiscal year 2025. Additionally, the stockholders approved, on an advisory basis, the executive compensation plan, despite a significant number of votes against the proposal.

General Dynamics Corp (GD - $73.0B) - General Dynamics Corporation held its Annual Meeting on May 7, 2025, where all Board nominees were elected, with notable opposition votes against Cecil D. Haney and John G. Stratton. Shareholders approved, on an advisory basis, the selection of KPMG LLP as the Company’s independent auditor for 2025. Additionally, the compensation paid to the Company’s named executive officers was approved by shareholders in an advisory vote.

Graftech International LTD (EAF - $152.4M) - At GrafTech International Ltd.'s Annual Meeting on May 8, 2025, Michel J. Dumas and Eric V. Roegner were elected as directors for three-year terms. Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2025. Additionally, the advisory vote on named executive officer compensation was approved, with stockholders selecting an annual frequency for future advisory votes on executive pay.

In8bio Inc. (INAB - $13.6M) - At the May 8, 2025 annual meeting, IN8bio Inc. shareholders elected all three director nominees to serve until 2028, with significant votes withheld for two nominees. The shareholders ratified the appointment of CohnReznick LLP as the independent registered public accounting firm for fiscal year 2025. The proposal to approve a reverse stock split of the Company’s common stock also passed, receiving over 43.5 million votes in favor.

Intel Corp (INTC - $88.4B) - At Intel Corporation's annual meeting on May 6, 2025, all 11 director nominees were elected with substantial shareholder support, despite notable opposition to some candidates. The selection of the independent registered public accounting firm and the advisory vote on executive compensation were both approved, while the amendment to the 2006 Equity Incentive Plan also passed. However, three stockholder proposals requesting reports on ethical impact, charitable giving, and shareholder rights to act by written consent were not approved, indicating limited shareholder appetite for these governance changes.

Intellicheck, Inc. (IDN - $51.5M) - At the Annual Meeting, Intellicheck, Inc. stockholders approved the 2025 Omnibus Incentive Plan and elected six directors to one-year terms. The stockholders also ratified the appointment of Forvis Mazars, LLP as the Independent Registered Public Accounting Firm for fiscal year 2025. Additionally, the advisory vote on executive compensation was approved, with stockholders opting for annual frequency of future advisory votes on this matter.

KLX Energy Services Holdings, Inc. (KLXE - $34.8M) - At KLX Energy Services Holdings' 2025 Annual Meeting, the proposal to declassify the Board and eliminate supermajority voting requirements for amending bylaws and the certificate of incorporation all failed to receive the required 66 2/3% approval. The compensation of Named Executive Officers was not approved on a non-binding advisory basis, indicating significant shareholder dissent. The election of Class I Directors was successful, and the selection of Deloitte & Touche LLP as the independent auditor was ratified by a large majority.

Lockheed Martin Corp (LMT - $110.5B) - At Lockheed Martin's Annual Meeting on May 9, 2025, stockholders elected all 10 nominated directors to serve until 2026, with strong majority votes in favor. The advisory vote to approve executive compensation (Say-on-Pay) and the ratification of Ernst & Young LLP as independent auditors were both approved by stockholders. However, stockholder proposals to require approval for excessive golden parachutes and to report on political activities' alignment with human rights policy were rejected by significant margins.

MGM Resorts International (MGM - $8.7B) - At MGM Resorts International’s May 7, 2025 annual meeting, all nominated directors were elected with a majority of votes cast, despite notable opposition to some candidates such as Daniel J. Taylor. The stockholders ratified Deloitte & Touche LLP as the Independent Registered Public Accounting Firm for 2025 with overwhelming support. Additionally, the advisory vote on the compensation of named executive officers was approved, indicating shareholder endorsement of the company’s executive pay practices.

Magnolia Oil & Gas Corp (MGY - $3.8B) - At Magnolia Oil & Gas Corp’s 2025 Annual Meeting, all eight director nominees were elected to one-year terms with strong shareholder support. The stockholders approved the advisory say-on-pay resolution for 2024 executive compensation and voted to hold future say-on-pay votes on an annual basis starting in 2026. Additionally, the appointment of KPMG LLP as independent auditor for fiscal year 2025 was ratified by the shareholders.

Moleculin Biotech, Inc. (MBRX - $14.7M) - Moleculin Biotech, Inc. cancelled its Special Meeting of Stockholders scheduled for May 9, 2025, due to the absence of a quorum required to transact business. Although approximately 70% of the shares voted were in favor of the motion, the Company was unable to further adjourn the meeting to obtain a quorum. This cancellation may delay any corporate actions or approvals that required stockholder consent at this meeting.

NMI Holdings, Inc. (NMIH - $2.9B) - At the Annual Meeting held on May 8, 2025, NMI Holdings, Inc. stockholders elected all nominated directors with substantial majority votes and approved the advisory vote on executive compensation. The stockholders also favored an annual frequency for the executive compensation vote by a large margin. Additionally, the appointment of BDO USA, LLP as the independent registered public accounting firm for 2025 was ratified with strong support.

Oceaneering International Inc. (OII - $1.8B) - At Oceaneering International Inc.’s May 9, 2025 annual meeting, all three Board-nominated Class III directors were elected for three-year terms despite notable withheld votes, particularly for Paul B. Murphy, Jr. The shareholders approved, on an advisory basis, the compensation of named executive officers and ratified Ernst & Young LLP as independent auditors for 2025. Additionally, the Amended and Restated 2020 Incentive Plan was approved, reflecting continued shareholder support for the company’s executive compensation and governance framework.

Omnicom Group Inc. (OMC - $15.1B) - At Omnicom Group Inc.’s Annual Meeting on May 6, 2025, shareholders elected 11 directors to the Board, with all nominees receiving substantial majority support. Shareholders also approved the advisory resolution on executive compensation and ratified KPMG LLP as the independent auditors for fiscal year 2025. However, the shareholders voted against a proposal to appoint an independent Board chairman, maintaining the current Board leadership structure.

Oshkosh Corp (OSK - $5.8B) - Oshkosh Corporation’s shareholders elected all director nominees for terms expiring in 2026, with strong majority votes in favor despite some shares withheld and broker non-votes. The shareholders ratified Deloitte & Touche LLP as the independent auditor for fiscal year 2025 by an overwhelming majority. Additionally, shareholders approved the executive compensation on a nonbinding, advisory basis, though there was notable opposition with over 3.7 million votes against.

Pepsico Inc. (PEP - $181.0B) - At PepsiCo’s 2025 Annual Meeting, all 15 director nominees were elected, with notable opposition votes for Ramon L. Laguarta (80 million against) and Cesar Conde (60 million against). Shareholders ratified KPMG LLP as the independent auditor for fiscal 2025 and approved executive compensation on an advisory basis, despite significant dissent (131 million votes against compensation). Multiple shareholder proposals related to third-party assessments on non-sugar sweetener risks, racial equity audits, and biodiversity risk reports were rejected by large margins, indicating limited shareholder support for these ESG initiatives.

Prairie Operating Co. (PROP - $193.7M) - At the May 8, 2025 special meeting, Prairie Operating Co. stockholders approved the issuance of Common Stock upon conversion of the Series F Convertible Preferred Stock and upon exercise of related Warrants, both pursuant to Nasdaq Rule 5635 and the Securities Purchase Agreement dated March 24, 2025. The proposals passed with overwhelming support, with over 18.1 million shares voting for each issuance, representing 68.28% of outstanding shares. Additionally, stockholders approved a proposal to adjourn the meeting if necessary to solicit further proxies, ensuring flexibility to secure votes on outstanding matters.

Turning Point Brands, Inc. (TPB - $1.2B) - Turning Point Brands, Inc. successfully re-elected all nominated directors at its May 6, 2025 Annual Meeting, with votes for each nominee exceeding 11.8 million. Shareholders approved an amendment to the Company’s Certificate of Incorporation to limit liability of certain officers, with over 11.1 million votes in favor. Additionally, KPMG LLP was ratified as the independent registered public accountant for 2025, and the advisory vote on named executive officer compensation received majority support, though with notable opposition.

Union Pacific Corp (UNP - $129.4B) - At the May 8, 2025 Annual Meeting, Union Pacific shareholders elected all nominated directors to serve one-year terms, with significant votes against certain nominees such as Michael R. McCarthy. The shareholders ratified Deloitte & Touche LLP as the independent auditor for 2025 and approved the executive compensation in a non-binding "Say on Pay" vote despite notable opposition. A shareholder proposal to adopt an amended clawback policy was decisively rejected, indicating resistance to changes in executive compensation recovery mechanisms.

Datavault AI Inc. (DVLT - $59.3M) - At Datavault AI Inc.'s Annual Meeting, stockholders selected a three-year frequency for the non-binding advisory Say-on-Pay Vote regarding executive compensation. The proposal passed despite 2,037,746 broker non-votes, with 1,446,794 votes in favor of the three-year interval. The Board will hold Say-on-Pay Votes every three years until the next Say-on-Frequency Vote, scheduled no later than the 2030 annual meeting.

Delistings ⚠️

Cartesian Growth Corp II (RENE - $155.0M) - Cartesian Growth Corp II’s securities will be delisted from Nasdaq and trading will be suspended effective May 13, 2025, due to the Company’s failure to complete an initial business combination within the required 36-month period under Nasdaq Listing Rule IM-5101-2. The Company will not appeal the delisting decision and expects its securities to be quoted on the over-the-counter market following suspension. Despite the delisting, the Company will remain a reporting entity under the Securities Exchange Act and is working to complete a business combination as soon as practicable.

Ww International Inc. (WW - $57.0M) - WW International, Inc. received a notice of delisting from Nasdaq due to the Company and certain subsidiaries commencing voluntary Chapter 11 bankruptcy proceedings on May 6, 2025. Nasdaq will suspend trading of WW’s common stock on May 16, 2025, and the stock will likely transition to the Pink Current Market operated by OTC Markets Group, with uncertain liquidity and market efficiency. The Company intends to appeal the delisting and plans to seek listing of new common equity upon emergence from bankruptcy, but there is no assurance regarding future trading status or market support.

Greenlane Holdings, Inc. (GNLN - $5.0M) - Greenlane Holdings, Inc. received a notice of delisting from Nasdaq due to substantial dilution caused by the issuance of Series B warrants under a February 2025 securities purchase agreement, raising public interest concerns. The Nasdaq Hearings Panel will review the matter, and the Company plans to submit a compliance plan and seek trading on the OTCQB market if delisting is upheld. This delisting risk poses significant uncertainty regarding the Company’s continued listing on Nasdaq and potential liquidity impacts for shareholders.

TruGolf Holdings, Inc. (TRUG - $11.6M) - TruGolf Holdings, Inc. has received a delisting notice from Nasdaq due to failure to meet the minimum Market Value of Publicly Held Shares and the minimum bid price requirements, with non-compliance persisting through May 7, 2025. The Company has requested a hearing scheduled for May 15, 2025, which has temporarily stayed the delisting action, and plans to present a compliance recovery plan at this hearing. There is no assurance that the Nasdaq Hearings Panel will grant an extension or that TruGolf will regain compliance, putting its continued listing on The Nasdaq Global Market at significant risk.

Datavault AI Inc. (DVLT - $59.3M) - Datavault AI Inc. received a Notice of Non-Compliance from Nasdaq for failing to meet the minimum bid price requirement, as its stock price remained below $1.00 for 30 consecutive business days. The Company has been granted a 180-day Compliance Period until November 3, 2025, to regain compliance, with a potential additional 180-day extension if certain conditions are met. Failure to regain compliance within these periods may result in delisting of the Company’s common stock from the Nasdaq Capital Market.

NEUROONE MEDICAL TECHNOLOGIES Corp (NMTC - $30.2M) - NeuroOne Medical Technologies Corp (NMTC) received a Notice from Nasdaq for non-compliance with the minimum bid price requirement, as its stock closed below $1.00 per share for 30 consecutive business days. The Company has 180 days, until November 3, 2025, to regain compliance by achieving a closing bid price of at least $1.00 for 10 consecutive business days, or it risks delisting. If compliance is not met, the Company may seek an additional 180-day extension but faces significant risk of delisting and must appeal to a Nasdaq panel if notified.

Lottery.com Inc. (LTRY - $16.8M) - Lottery.com Inc. received a notice of non-compliance from Nasdaq due to its common stock closing below $1 per share for 30 consecutive business days, violating Nasdaq Listing Rule 5450(a)(1). The Company has been granted a 180-day compliance period until November 5, 2025, to restore its stock price to at least $1 for ten consecutive business days to avoid further action. Failure to regain compliance by the deadline will result in delisting of the Company’s securities from Nasdaq.

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