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S&P 500 Consumer Discretionary Sector SEC Filings — March 13, 2026

USA S&P 500 Consumer Discretionary

36 high priority14 medium priority50 total filings analysed

Executive Summary

Across 50 filings in the S&P 500 Consumer Discretionary stream (heavily skewed toward financials, retail/auto/entertainment), FY2025 results show mixed trends with robust revenue/NII growth averaging +30-50% YoY in outperformers like Jefferson Capital (+41.6%), Velocity Financial (+69% Q4 net income), and Better Home & Finance (+52% revenues), but widespread profitability erosion via compressed ROA/ROE (e.g., CHOICEONE ROA -31bps to 0.69%), exploding provisions (CHOICEONE +2367% to $14.8M), and rising expenses. Capital allocation leans bullish with buybacks (Ford 31.7M shares, CCEP €1B completed, Amazon/Salesforce debt-funded repurchases), stock dividends (First Northern 5%), and M&A (IF Bancorp merger delisting, Burke & Herbert board changes). Consumer discretionary standouts include Ford's anti-dilutive buyback, Walmart insider diversification plans (neutral), and Amazon's $37B notes for buybacks; entertainment sees director exits (Six Flags). Forward catalysts cluster in Q1-Q2 2026 (Better Home $1.4-1.55B Q1 volume, breakeven Q3), with risks from auditor changes (Amplify, Black Rock Coffee material weaknesses) and liquidity strains (Maris Tech substantial doubt). Portfolio implication: Favor growth financials with NIM expansion (First Northern +17bps, Fidelity D&D +16.7% NII) over deteriorating ones; monitor consumer buybacks for conviction.

Tracking the trend? Catch up on the prior S&P 500 Consumer Discretionary Sector SEC Filings digest from March 12, 2026.

Investment Signals(12)

  • Net income +45.8% YoY to $188M, revenues +41.6% to $613.3M, portfolio income +41.4% despite higher interest expense

  • Reported revenue €20.9B (+ comparable FX-neutral), ROIC 10.9%, €1B buyback completed, digital revenue €2.38B

  • Q4 net income +69% YoY to $34.8M, loan production record +12.6% to $634.6M, portfolio +28.4% to $6.5B

  • Better Home & Finance (8-K)(BULLISH)

    Q4 funded volume +56% YoY to $1.5B (vs industry +4%), revenue +77% to $44M, Q1 guidance $1.40-1.55B

  • Ford Motor(BULLISH)

    Authorized anti-dilutive buyback of 31.7M shares to offset 2026 compensation dilution, funded by cash

  • FY2025 net income $50.8M (ROAE 19.41%), loans $1.76B, noninterest income 17% of revenue from processing fees

  • Net income +91% YoY to $21.2M, NII +21% to $69.6M, EPS $4.74 (+89%), assets under mgmt +8.6%

  • NII +4.8% YoY to $67.5M, NIM +17bps to 3.77%, active buyback (1M shares auth to Apr 2026), 5% stock dividend Mar 25

  • Assets +6.3% to $2.75B, NII +16.7% to $75.8M, efficiency -590bps to 60.3%, TBVPS +18.4% to $37.88

  • Amazon(BULLISH)

    Closed $37B senior notes (3.850%-6.050%), proceeds for share repurchases, strong access to capital

  • Salesforce(BULLISH)

    $25B senior notes (4.500%-6.700%) closed for accelerated share repurchases, signaling confidence

  • Revenue +14.9% YoY to $69.2M, op loss -45% to $1.7M, gross profit +14%, assets + to $192M

Risk Flags(9)

  • ROA -31bps to 0.69%, ROE -4.76pp to 7.04%, provisions +2367% to $14.8M, EPS -38%

  • Auditor dismissal (Deloitte) due to material weakness in ICFR (personnel lacking expertise), adverse opinion

  • Bank of Marin[HIGH RISK]

    Net loss widened to $35.7M (+324% YoY), efficiency ratio 276.7%, equity -9.4% to $394.7M

  • Q1 revenue -49% YoY to $194K, 6-mo net income -79% to $58K, assets -48% to $3.6M

  • Auditor change (KPMG to Deloitte) with 2024 material weaknesses in segregation of duties/lease recognition

  • Maris Tech[HIGH RISK]

    Substantial doubt on going concern (12-mo liquidity), cash $2.77M, risks from Israel-Iran conflict/employee reserves

  • Portfolio NIM -11bps to 3.59%, charge-offs +188.8% YoY to $2.0M, REO loss $3.7M vs gain

  • Financing commitments cut 50% to $50M, signals potential liquidity/tightening

  • Pro forma net assets - to $1.153B, realized/unrealized losses widen to $155M post-asset sale

Opportunities(8)

  • Better Home & Finance (Guidance)(OPPORTUNITY)

    Q1 2026 volume guide $1.4-1.55B, reaffirmed $1B/mo by May 2026 + EBITDA breakeven Q3, FY rev +52%

  • Ford (Buyback)(OPPORTUNITY)

    31.7M share repurchase to counter dilution, cash-funded, potential accretion if executed opportunistically

  • Amazon (Debt Buyback)(OPPORTUNITY)

    $37B notes at attractive rates for repurchases, undervalued vs growth if e-comm retail strengthens

  • IF Bancorp (Merger)(OPPORTUNITY)

    Completed $26.40/share cash merger + $5M contingent fund (up to $1.51/share), arb unwind post-delisting Mar 13

  • Franklin Financial (Turnaround)(OPPORTUNITY)

    Net income +91% YoY, EPS +89% to $4.74, buyback active (130k shares left), AUM +8.6%

  • Esquire Financial (Niche Growth)(OPPORTUNITY)

    ROAE 19.41% outlier vs peers, litigation loans stable, monitor Signature merger for accretion

  • First Northern (Capital Return)(OPPORTUNITY)

    NIM expansion +17bps, buyback + 5% stock dividend (record Feb 27, pay Mar 25), undervalued stability

  • CCEP (Sustainability/Buyback)(OPPORTUNITY)

    ROIC 11.5% comparable, 10% share auth, leverage 2.5-3.0x target, digital €2.38B

Sector Themes(6)

  • NII/Margin Expansion in Financials

    6/15 financials (e.g., First Northern +17bps NIM, Fidelity D&D +16.7% NII, Franklin +21%) show growth amid asset expansion (+5-95% YoY), but offset by provisions spikes (CHOICEONE +2367%), implies selective rotation to efficient growers

  • Buyback Aggressiveness

    5 companies (Ford 31.7M shares, CCEP €1B done/10% auth, Amazon/Salesforce debt-funded, First Northern active) prioritize returns vs reinvestment, avg 5-10% share auth, signals conviction amid mixed profitability

  • Auditor/Control Weaknesses

    4 firms (Amplify material ICFR weakness, Black Rock segregation/leases, others changes) flag governance risks, clustered in smaller caps, watch for restatements/delays

  • Merger/Delistings Active

    4 deals (IF Bancorp delist Mar 13 w/contingent pay, Burke & Herbert board adds, Horizon approval 77.8%, Great Lakes tender $17/share), potential arb/turnaround in consolidations

  • Liquidity/Capital Raises

    7 filings (Olenox $810k pref stock, Salesforce/Amazon $62B notes, Maris shelf F-3 amid doubt, Functional Brands exchange), mixed dilution vs buyback use, flag overleveraged

  • ROA/ROE Deterioration

    5/12 reporting banks (CHOICEONE ROE -4.76pp, Bank Marin loss widen) avg -200-500bps declines despite NII +15-80%, driven by expenses/provisions, contrasts outliers like Esquire 19.41% ROAE

Watch List(8)

  • Olenox (OLOX)
    👁

    Resale registration filing by Apr 11 2026, effectiveness 30-60 days after, monitor dilution from Series C conv [Apr 11]

  • Q1 volume $1.4-1.55B, path to $1B/mo May 2026 + EBITDA breakeven Q3, track execution vs industry [Q1 2026]

  • 3 execs new 10b5-1 plans (McMillon 155k shares Jun 2026-Jan 2027), monitor Forms 4/144 for sales volume [Jun 2026]

  • Anti-dilutive buyback execution (31.7M shares), watch open market/10b5-1 volume amid auto sector volatility [Ongoing 2026]

  • Investor presentation in DEFA14A, potential strategy updates, AGM timing [Mar 13+]

  • LINKBANCORP merger board changes, S-4 effective Jan 30, monitor close/integration risks [Pending 2026]

  • Tender offer $17/share by Saltchuk, CEO email Mar 13, watch offer extension/withdrawal [Ongoing]

  • Merger share issuance approved Mar 13 (77.8%), contingent director election, track closing [Post-Mar 13]

Filing Analyses(50)
SAFE & GREEN HOLDINGS CORP.8-Kneutralmateriality 8/10

13-03-2026

Olenox Industries Inc. (formerly Safe & Green Holdings Corp., Nasdaq: OLOX) completed a Second Closing on March 12, 2026, under its November 25, 2025 Securities Purchase Agreement with JAK Industrial Ventures I LLC, issuing 900 shares of Series C Convertible Preferred Stock with $900,000 Stated Value for $810,000 gross proceeds and netting approximately $718,300 after 7% placement agent fees to WestPark Capital Inc. The preferred shares are convertible into common stock per the Certificate of Designation filed November 26, 2025, and the company entered a new Registration Rights Agreement requiring a resale registration statement filed within 30 days (by April 11, 2026) and effective shortly thereafter. The sale relied on exemptions under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

  • ·Registration statement filing deadline: no later than 30 days from March 12, 2026 (April 11, 2026)
  • ·SEC effectiveness deadlines: 30 days after filing (extendable to 45/60 days for partial/full review)
  • ·Initial closing disclosed in 8-K filed December 2, 2025
  • ·Sale exempted under Section 4(a)(2) of Securities Act and Rule 506(b) of Regulation D
Ponce Financial Group, Inc.10-Kmateriality 8/10

13-03-2026

MFS HIGH INCOME MUNICIPAL TRUST425materiality 6/10

13-03-2026

Amplify Energy Corp.8-K/Amixedmateriality 8/10

13-03-2026

Amplify Energy Corp. dismissed Deloitte & Touche LLP as its independent registered public accounting firm effective upon issuance of their Final Audit Reports on March 9, 2026, for the fiscal year ended December 31, 2025; while the financial statement audits for 2025 and 2024 were unqualified, Deloitte issued an adverse opinion on internal control over financial reporting due to a material weakness in controls related to personnel changes lacking technical accounting expertise. The Audit Committee appointed Grant Thornton LLP as the new auditor for fiscal 2026, effective March 11, 2026, with no prior disagreements, reportable events, or problematic consultations. Deloitte confirmed agreement with these disclosures in a letter dated March 13, 2026.

  • ·Deloitte authorized to respond fully to Grant Thornton inquiries, including on the Material Weakness.
  • ·No disagreements on accounting principles, financial disclosures, auditing scope, or other reportable events during fiscal years 2025, 2024, and interim periods through March 9, 2026.
  • ·No consultations with Grant Thornton during fiscal years 2025, 2024, and interim periods through March 11, 2026, regarding accounting principles, audit opinions, disagreements, or reportable events.
Profusa, Inc.8-Kneutralmateriality 7/10

13-03-2026

Ascent Partners Fund LLC notified the termination of the Account Control Agreement, effective September 29, 2025, among Profusa, Inc. (f/k/a NorthView Acquisition Corporation), BitGo Prime LLC, and BitGo Trust Company, Inc. The termination is effective 30 days after the 8-K filing on March 13, 2026, provided the filing occurred by 10 pm ET on March 12, 2026. No financial terms, impacts, or performance metrics are disclosed.

  • ·Termination pursuant to Section 9(c) (Termination; Survival) of the Control Agreement
  • ·Notice delivered via email on March 12, 2026
Bitwise Avalanche ETFS-1/Aneutralmateriality 8/10

13-03-2026

Bitwise Avalanche ETF filed Amendment No. 3 to its S-1 registration statement on March 13, 2026, outlining its operational structure including staking via agents like Attestant, Ltd., approved Avalanche Trading Counterparties such as Cumberland DRW LLC and FalconX, and service providers including Coinbase Custody as custodian and BNY Mellon as administrator. The Trust will charge a unitary Sponsor Fee of 0.34% per annum on Avalanche holdings, fully waived on the first $500M of assets for the initial one-month period post-listing. No financial performance data or period comparisons are provided in the filing.

  • ·Trust formed as Delaware statutory trust; Trust Agreement and Sponsor Agreement dated November 25, 2025.
  • ·Sponsor formed June 4, 2018; Avalanche Custodian chartered in 2018.
  • ·Pricing Benchmark calculated at 4:00 p.m. ET using data from Bitstamp, Coinbase, Crypto.com, and Kraken.
  • ·Indicative Trust Value (ITV) disseminated every 15 seconds during 9:30 a.m. to 4:00 p.m. ET trading hours.
RF Acquisition Corp III10-Qmateriality 6/10

13-03-2026

MFS CHARTER INCOME TRUST425materiality 6/10

13-03-2026

FIRST NORTHERN COMMUNITY BANCORP10-Kmixedmateriality 8/10

13-03-2026

First Northern Community Bancorp's 10-K reports average total assets slightly declined to $1.89B in 2025 from $1.89B in 2024, while average loans remained nearly flat at $1.05B with yields improving to 5.53% from 5.30%. Net interest income rose 4.8% to $67.5M with margin expanding to 3.77% from 3.60%; however, demand deposits fell 7.3% to $650M and time certificates declined 7.7% to $141M. The company maintains an active stock repurchase program authorizing up to 1,028,680 shares through April 30, 2026.

  • ·Stock repurchase program approved March 27, 2024, effective May 1, 2024, until April 30, 2026.
  • ·5% stock dividend declared January 22, 2026, payable March 25, 2026 to shareholders of record February 27, 2026.
Jefferson Capital, Inc. / DE10-Kmixedmateriality 9/10

13-03-2026

Jefferson Capital, Inc. reported strong financial performance for the year ended December 31, 2025, with net income rising 45.8% to $188.0 million from $128.9 million in 2024, driven by total revenues increasing 41.6% to $613.3 million, primarily from portfolio income growth of 41.4% to $560.4 million. However, interest expense increased 37.1% to $105.8 million from $77.2 million due to floating rates, and foreign exchange/other resulted in a $7.7 million loss versus a $5.5 million gain prior year, while credit card revenue declined 13.3% to $7.2 million. Adjusted net income grew 31.9% to $202.7 million amid higher operating expenses.

  • ·Filing date: March 13, 2026 for fiscal year ended December 31, 2025
  • ·Servicing expenses increased to $187.2M (30.5% of revenues) from $130.9M (30.2%)
  • ·Provision for credit losses decreased to $2.4M from $3.5M
  • ·Risks include exposure to CAN-SPAM Act, TCPA, Telemarketing Sales Rule, and Canada's Bankruptcy and Insolvency Act (BIA)
  • ·Potential risks from lenders' stringent credit policies reducing debt purchase flow
COCA-COLA EUROPACIFIC PARTNERS plc20-Fpositivemateriality 10/10

13-03-2026

CCEP's 2025 annual results showed reported revenue of €20.9B and operating profit of €2.8B, with comparable and FX-neutral figures slightly higher at €21.3B and €2.9B respectively, alongside ROIC of 10.9% reported and 11.5% comparable. Sustainability achievements included an 18.9% absolute reduction in GHG emissions vs 2019, 75.7% of primary packaging collected for recycling, and 105.2% water replenished relative to sales volume. The company completed a €1B share buyback programme announced on 14 February 2025, while highlighting ongoing investments in digital platforms like MyCCEP.com which generated €2.38B in revenue.

  • ·Leverage target range: 2.5–3.0x net debt to comparable EBITDA
  • ·Share buyback authority: up to 10% of shares (excluding treasury shares)
  • ·Digital revenue from MyCCEP.com: €2.38B in 2025
Perfect Corp.20-Fmixedmateriality 9/10

13-03-2026

Perfect Corp. reported revenue growth of 14.9% YoY to $69.2M in 2025 from $60.2M in 2024, with gross profit up 14.0% to $53.5M and operating loss narrowing 45.0% to $1.7M amid reductions in G&A expenses. However, net income declined 7.5% YoY to $4.6M due to a 28.4% surge in R&D expenses to $15.4M, a $2.0M goodwill impairment, and falling interest income (-20.4% to $6.1M). Total assets expanded to $192.0M, supported by a $6.0M subsidiary acquisition, while cash from operations remained flat at $13.3M and cash balances dipped slightly to $126.0M.

  • ·Total equity increased to $153.1M as of Dec 31 2025 from $147.0M in 2024.
  • ·Share-based payment transactions: $1.4M in 2025, down from $2.8M in 2024.
  • ·Earnings per share remained flat at $0.05 basic and diluted for Class A and B shares across 2023-2025.
Velocity Financial, Inc.8-Kmixedmateriality 9/10

13-03-2026

Velocity Financial, Inc. reported strong Q4 2025 results with net income of $34.8 million (+69.0% YoY), record loan production of $634.6 million (+12.6% YoY), and total portfolio growth to $6.5 billion (+28.4% YoY), driven by robust Investor 1-4 rental loan originations (+40.6% YoY). However, portfolio NIM declined 11 bps to 3.59%, REO resulted in a $3.7 million net loss (vs. $3.6 million gain in Q4 2024), charge-offs rose to $2.0 million (+188.8% YoY), and traditional commercial production was nearly flat (+0.6% YoY) while short-term loans declined 23.5% YoY. Full-year 2025 net income reached $105.1 million (+53.6% YoY from $68.4 million).

  • ·NPL resolution recovery rate of 109.8% in Q4 2025, slightly below five-quarter average of 109.4%.
  • ·Operating expense ratio improved to 25.7% (-4.2% YoY).
  • ·Weighted average coupon on Q4 2025 HFI production decreased 65 bps to 10.14%.
  • ·CECL reserve rate stable at 0.22% vs five-quarter average of 0.21%.
Better Home & Finance Holding Co8-Kmixedmateriality 9/10

13-03-2026

Better Home & Finance Holding Company reported Q4 2025 Funded Loan Volume of $1.5B, up 56% YoY versus industry growth of 4%, and revenue of approximately $44M, up 77% YoY, driven by Tinman AI Platform volume of $646M (up 34% QoQ and exceeding $600M guidance). Refinance volume surged 207% YoY, while Purchase grew 22% and Home Equity 18% YoY. However, net loss narrowed to approximately $40M (33% YoY improvement) but remained substantial, with Adjusted EBITDA loss of $24M (14% YoY improvement).

  • ·Q1 2026 Loan Volume guidance: $1.40B to $1.55B
  • ·Reaffirmed $1.0B monthly Loan Volume by end of May 2026
  • ·Reaffirmed Adjusted EBITDA breakeven by end of Q3 2026
  • ·Credit Karma partnership pre-approvals: 30,000+ in five months, scaling from 850 (Oct) to 13,000 (Feb 2026)
  • ·NEO: added 9 branches Q4 2025, annualized Q4 volume $462M; within 6 months, loans per officer +91%, per processor +17%, per underwriter +50%
IF Bancorp, Inc.8-Kmixedmateriality 10/10

13-03-2026

On March 12, 2026, ServBanc Holdco, Inc. completed its merger with IF Bancorp, Inc., converting each share of IF Bancorp common stock into $26.40 in cash, with restricted stock awards also vesting fully for the same consideration. A $5.0M Contingent Payment Fund was established, potentially disbursing up to $1.51 per share net to shareholders if a specific loan participation is repaid in excess of its unreserved amount. As a result, IF Bancorp's stock will be delisted from Nasdaq effective prior to market open on March 13, 2026, ending its public reporting obligations.

  • ·Merger effective at 6:01 p.m. Central Time on March 12, 2026
  • ·Merger Agreement dated October 29, 2025
  • ·Contingent Payment Agreement dated March 9, 2026
  • ·IF Bancorp notified Nasdaq of suspension and delisting prior to market open on March 13, 2026
  • ·ServBanc intends to file Form 15 to suspend IF Bancorp's reporting obligations
  • ·Iroquois Federal merged into Servbank subsequent to the Merger
CHOICEONE FINANCIAL SERVICES INC10-Kmixedmateriality 9/10

13-03-2026

ChoiceOne Financial Services Inc (COFS) reported FY2025 net income of $28.2M, up 5.5% YoY from $26.7M in 2024, fueled by net interest income surging 84% to $137.1M and balance sheet expansion with total assets reaching $4.41B (+62% YoY), gross loans $3.03B (+95% YoY), and deposits $3.6B (+63% YoY). However, profitability metrics deteriorated with ROA falling to 0.69% from 1.00%, ROE declining to 7.04% from 11.80%, diluted EPS dropping 38% to $2.01, provision for credit losses exploding to $14.8M from $0.6M, and noninterest expenses more than doubling to $112.7M. Net interest margin improved to 3.61% from 2.95%, but elevated payout ratio of 60% and likely acquisition-related dilution highlight integration pressures.

  • ·Net interest margin expanded to 3.61% in FY2025 from 2.95% in FY2024 (+22.4% relative improvement).
  • ·Average securities remained relatively flat at $998M in FY2025 vs $981M in FY2024 (+1.7%).
  • ·Shareholders' equity to assets ratio (year-end) improved to 10.55% in 2025 from 9.56% in 2024.
STARBUCKS CORPDEFA14Aneutralmateriality 4/10

13-03-2026

Starbucks Corporation (SBUX) filed Definitive Additional Proxy Materials (DEFA14A) on March 13, 2026, disclosing the issuance of an investor presentation on the same date, attached as Exhibit 1. No financial metrics, period-over-period comparisons, or performance data are provided in the filing.

  • ·Filing categorized as Definitive Additional Materials under Schedule 14A.
Forward Industries, Inc.8-Kpositivemateriality 6/10

13-03-2026

On March 10, 2026, Forward Industries, Inc.'s Board approved grants of 100,000 five-year stock options each to directors Sangita Shah, Keith Johnson, and Michael Pruitt for board service under the 2021 Equity Incentive Plan, with Shah and Johnson receiving an additional 50,000 options each for committee service at an exercise price of $5.02 per share. The options vest in four equal quarterly installments starting three months from grant, subject to continued service. On March 13, 2026, the company amended interim CEO Michael Pruitt's employment agreement, extending it to June 30, 2026, with automatic three-month renewals unless 30 days' notice is given.

  • ·Stock options are non-qualified and vest in four equal quarterly installments of 25% each, with the first vesting three months from March 10, 2026.
  • ·Employment amendment allows non-renewal with 30 days' written notice prior to term expiration.
FIDELITY D & D BANCORP INC10-Kmixedmateriality 9/10

13-03-2026

Fidelity D&D Bancorp Inc (FDBC) reported FY2025 total assets of $2.75B, up 6.3% YoY from $2.58B, with gross loans growing 6.2% to $1.91B and deposits increasing 5.4% to $2.47B; net interest income (FTE) rose 16.7% to $75.8M while efficiency ratio improved to 60.3% from 66.2%. Shareholders' equity expanded 17.1% to $239M, boosting tangible book value per share 18.4% to $37.88. However, investment securities declined 6.0% to $524M and select loan segments underperformed, including non-recourse auto loans down 42% to $44M and residential construction loans down 23.5% to $16M.

  • ·Provision for credit losses decreased to $1.3M from $1.5M YoY.
  • ·Unrealized losses on held-to-maturity securities improved to $19.1M from $24.6M.
  • ·Cash and cash equivalents increased to $148M (5.4% of assets) from $83M (3.2%).
  • ·Non-interest income rose to $20.6M from $19.0M, offset by $1.2M loss on securities sales.
Maris Tech Ltd.F-3mixedmateriality 6/10

13-03-2026

Maris Tech Ltd. filed an F-3 shelf registration statement on March 13, 2026, to potentially issue securities for working capital and general corporate purposes amid substantial doubt about its ability to fund operations for the next 12 months without additional funding. As of June 30, 2025, the company reported cash and cash equivalents of $2.77M (pro forma $4.79M after $2.0M net proceeds from a March 2026 direct offering) and shareholders' equity of $3.51M (pro forma $5.53M), but faces heightened risks from ongoing Israel-Iran conflicts, including 2 employees called up for military reserve duty as of March 12, 2026. Operations in Israel expose the company to political instability, boycotts, and disruptions, potentially adversely affecting financial condition.

  • ·Ordinary Shares authorized: 100,000,000
  • ·Warrants exercise prices range from $1.06 to $6.1248 per share; pre-funded warrants at $0.0001 per share
  • ·Fiscal year end: December 31
Carlyle Credit Income Fund8-Kneutralmateriality 4/10

13-03-2026

Carlyle Credit Income Fund reported management's unaudited net asset value per common share of $3.69 as of February 28, 2026, via Form 8-K Item 8.01 Other Events. No comparative prior period data was provided.

Burke & Herbert Financial Services Corp.425neutralmateriality 7/10

13-03-2026

Burke & Herbert Financial Services Corp. (BHRB) appointed two LINKBANCORP, Inc. (LNKB) directors, Diane Poillon and Kristen Snyder, to its board and Audit Committee, effective upon completion of the pending merger announced via the December 18, 2025 Merger Agreement; the board size will be increased accordingly. Concurrently, three BHRB directors—Jill S. Upson, Oscar M. Bean, and Gary L. Hinkle—will not stand for re-election at the 2026 annual shareholder meeting, with Upson's departure unrelated to disagreements and Bean/Hinkle due to age limits under bylaws. No financial metrics or performance changes reported.

  • ·Merger Agreement dated December 18, 2025; board appointments decided March 9, 2026.
  • ·Registration Statement on Form S-4 (File No. 333-292956) filed January 26, 2026, effective January 30, 2026.
  • ·Diane Poillon, age 56, on LNKB board since 2019.
  • ·Kristen Snyder, age 41, on LNKB board since September 2021.
FACT II Acquisition Corp.10-Kmixedmateriality 7/10

13-03-2026

FACT II Acquisition Corp., a SPAC, reported net income of $5.0M for the year ended December 31, 2025, compared to a $72K net loss in the prior stub period, driven by $7.2M in other income mainly from interest on the trust account which grew 4% to $183.8M from $176.6M. However, the company posted an operating loss of $2.2M amid $2.2M in G&A expenses, cash outside the trust declined 62% to $0.5M from $1.4M, total liabilities rose 15% to $9.2M, and shareholders' deficit widened 34% to $(8.5M) from $(6.4M). Class B ordinary shares decreased to 5,833,333 from 6,708,333, likely due to conversions.

  • ·Inception date: June 19, 2024
  • ·Deferred legal fees increased to $2.1M from $0.85M
  • ·Prepaid expenses slightly declined to $92,600 from $95,833
  • ·Class A ordinary shares (non-redeemable): 988,125 issued and outstanding at Dec 31, 2025 and 2024
  • ·Redeemable shares at approx. $10.50/share in 2025 vs. $10.09/share in 2024
Burke & Herbert Financial Services Corp.8-Kneutralmateriality 4/10

13-03-2026

Burke & Herbert Financial Services Corp. filed a consent from Diane Poillon to be named as a director following the merger of LINKBANCORP, Inc. (LNKB) into Burke & Herbert, per the Agreement and Plan of Merger dated December 18, 2025. The consent is tied to the Registration Statement on Form S-4 (File No. 333-292956) and this Form 8-K. No financial impacts or performance metrics are disclosed in this filing.

  • ·Consent signed by Diane Poillon on March 05, 2026.
  • ·Filing date: March 13, 2026.
  • ·Items reported: 5.02, 9.01.
FORD MOTOR CO8-Kpositivemateriality 7/10

13-03-2026

Ford Motor Company announced an anti-dilutive share repurchase program authorizing the buyback of up to 31.7 million shares of common stock to offset dilution from share-based compensation granted during 2026 and conversions of its 0.00% Senior Convertible Notes due March 15, 2026. Repurchases may occur via open market purchases, private transactions, or Rule 10b5-1 trading plans, funded by existing cash and cash equivalents, subject to market conditions and other factors. The program is flexible and may be suspended or discontinued at any time without obligation to repurchase any specific amount.

NATIONAL FUEL GAS CO8-Kpositivemateriality 5/10

13-03-2026

National Fuel Gas Company's 2026 Annual Meeting of Stockholders was held on March 12, 2026, where all 11 director nominees were elected with strong shareholder support ranging from 93.6% (Rebecca Ranich) to 99.4% (Barbara M. Baumann). Named executive officer compensation received advisory approval at 97.8%, while the ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2026 garnered 96.8% support. Broker non-votes were consistent at 8,811,646 across director elections.

  • ·Against votes for auditor ratification: 2,629,579 (3.2%)
  • ·Abstain votes for executive compensation: 393,302
  • ·Highest withheld votes for directors: Rebecca Ranich (4,659,172)
KFORCE INCDEF 14Amixedmateriality 7/10

13-03-2026

Kforce Inc.'s DEF 14A Proxy Statement for the 2026 Annual Meeting on April 22, 2026, seeks shareholder approval for electing three Class II directors to serve until 2029, ratifying Deloitte & Touche LLP as independent auditors, an advisory vote on executive compensation, and the 2026 Stock Incentive Plan. The shareholder letter acknowledges three consecutive years of sector revenue declines amid a weak labor market and AI uncertainties, but notes stabilization and sequential strengthening in the Technology business during H2 2025, extending into early 2026. Strategic progress includes Workday implementation, India offshore expansion, and AI empowerment initiatives, positioning the firm for future growth.

  • ·Annual Meeting: April 22, 2026, 8:00 a.m. ET at 1150 Assembly Drive, Suite 500, Tampa, Florida 33607
  • ·Record Date: February 20, 2026
  • ·Proxy materials mailed on or about March 13, 2026
  • ·Technology business showed sequential strengthening in H2 2025 and momentum into early 2026
BADGER METER INCDEFA14Aneutralmateriality 6/10

13-03-2026

Badger Meter, Inc. has filed definitive additional proxy materials (DEFA14A) for its 2026 Annual Meeting on April 24, 2026, seeking shareholder approval on the election of nine director nominees, an advisory vote to approve named executive officer compensation, and ratification of Ernst & Young LLP as independent auditors for 2026. The board recommends voting 'For' all proposals. No financial performance metrics or period-over-period comparisons are provided in this filing.

  • ·Vote deadline: April 23, 2026, 11:59 PM ET
  • ·Materials request deadline: April 10, 2026
  • ·Meeting location: 4545 West Brown Deer Road, Milwaukee, Wisconsin 53223, 8:30 a.m. local time
BADGER METER INCDEF 14Aneutralmateriality 6/10

13-03-2026

Badger Meter, Inc. (BMI) filed a DEF 14A proxy statement for its Annual Meeting on April 24, 2026, seeking shareholder approval to elect nine current director nominees for one-year terms, an advisory vote on named executive officer compensation, and ratification of Ernst & Young LLP as independent auditors for the year ending December 31, 2026. As of the record date of February 27, 2026, 29,181,598 shares of common stock were outstanding, entitling holders to one vote per share. The Board recommends voting for all nominees and proposals, with no reported controversies or declines in governance metrics.

  • ·Annual Meeting location: Customer Experience Center, 4545 West Brown Deer Road, Milwaukee, Wisconsin, at 8:30 a.m. Central Time
  • ·Record date: February 27, 2026
  • ·Directors elected by plurality vote; all nine current directors nominated for reelection
  • ·Proxy distribution commenced on or about March 13, 2026
LITTELFUSE INC /DE8-Kpositivemateriality 8/10

13-03-2026

Littelfuse, Inc. entered into an Amended and Restated Credit Agreement dated March 12, 2026, establishing an $800M revolving credit facility with Bank of America, N.A. as Agent, Swing Line Lender, and L/C Issuer. The facility includes a $200M Alternative Currency Sublimit and features pricing tiers for interest rates and fees based on the Consolidated Net Leverage Ratio. No performance declines or flat metrics are reported, as this is a financing agreement.

  • ·Applicable Rate tiers range from 0.100% commitment fee and 1.00% for Term SOFR/Alternative Currency loans at Pricing Level 1 (<1.25:1 Net Leverage) to 0.175% fee and 1.75% loans at Level 4 (>3.00:1).
Finance of America Companies Inc.10-Kmixedmateriality 9/10

13-03-2026

Finance of America Companies Inc. reported total revenues of $497M for the year ended December 31, 2025, up 26% YoY from $394M, driven by net origination gains of $226M (+26% YoY) and stronger net fair value changes on loans. However, net portfolio interest income declined 3% YoY to $261M and net interest income fell 29% to $203M amid higher interest expenses, while total expenses rose 8% to $370M. Net income from continuing operations before income taxes increased significantly to $113M from $43M.

  • ·Reverse Mortgage Loans Ending UPB grew 6% YoY to $29.0B, with average UPB up to $328 from $304, but loan count declined 2% to 88,493.
  • ·Percentage of UPB in foreclosure edged up to 1.9% from 1.8%.
  • ·TPO net origination gains rose to $221M from $148M, while Retail was flat at ~$81M.
  • ·Cash and cash equivalents increased to $33M from $29M; restricted cash declined to $235M from $254M.
Walmart Inc.8-Kneutralmateriality 4/10

13-03-2026

Walmart Inc. disclosed on March 13, 2026, that three executives—C. Douglas McMillon (Director and former President and CEO), Daniel J. Bartlett (EVP, Corporate Affairs), and David Guggina (EVP, President and CEO, Walmart U.S.)—entered into Rule 10b5-1 trading plans on March 10-12, 2026, for long-term asset diversification, tax, and financial planning in compliance with the company's Insider Trading Policy. McMillon plans to sell 19,416 shares monthly from June 2026 through January 2027 (max 155,328 shares); Bartlett $416,666.67 worth monthly from July 2026 to July 2029 (max $15M, subject to price threshold); Guggina net shares after taxes from 21,108 vesting RSUs starting June 10, 2026. All executives remain compliant with stock ownership guidelines requiring 5x base salary in company stock, with transactions to be reported on Forms 144 and 4.

  • ·McMillon’s prior Rule 10b5-1 plan from March 17, 2025, expires after May 2026 trades.
  • ·Bartlett Plan includes carryover of unsold amounts if minimum stock price threshold not met.
  • ·Guggina sales from net shares after tax withholding on May 5, 2026 vesting, at prevailing market prices.
TruGolf Holdings, Inc.8-Kneutralmateriality 8/10

13-03-2026

TruGolf Holdings, Inc. filed amended and restated Articles of Incorporation effective March 13, 2026, authorizing 1.02B total shares: 1B Class A Common Stock (1 vote per share), 10M Class B Common Stock (25 votes per share, issuable only to founders Christopher Jones, Steve Johnson, David Ashby and permitted owners), and 10M Preferred Stock (par value $0.0001 per share). Class B shares convert to Class A upon transfer (except to permitted owners) and provide equal economic rights but enhanced voting control. The amendments also designate 50,000 shares of Series A Convertible Preferred Stock, including 37,033 issuable upon exercise of Preferred Warrants.

  • ·Class B Common Stock voting rights: 25 votes per share vs. 1 vote for Class A.
  • ·Registered office: 112 North Curry Street, Carson City, NV 89703; agent: Corporation Service Company.
  • ·Preferred Stock board authority to designate series without stockholder approval.
Six Flags Entertainment Corporation/NEW8-Kneutralmateriality 3/10

13-03-2026

On March 10, 2026, Jennifer Mason, a member of the Board of Directors of Six Flags Entertainment Corporation, informed the company that she will not stand for re-election at the 2026 annual meeting of stockholders. Her decision was not due to any disagreement with the Board, the company, or management on operations, policies, or practices. The Board thanked Ms. Mason for her dedicated service.

  • ·Filing date: March 13, 2026
  • ·Date of earliest event reported: March 10, 2026
  • ·Annual meeting reference: 2026 Annual Meeting
FibroBiologics, Inc.10-K/Aneutralmateriality 4/10

13-03-2026

FibroBiologics, Inc. (FBLG) filed Amendment No. 1 to its 10-K for FY ended December 31, 2025, solely to provide Part III disclosures on directors, executive officers, compensation, security ownership, related transactions, and auditor fees, without amending financial statements or results. Named executive officer total compensation declined YoY across the board (CEO from $1.8M to $1.05M; CSO from $853K to $648K; GC from $2.75M to $621K), with no 2025 bonuses paid despite performance targets due to liquidity needs and cash constraints. The company reported $21.6M aggregate market value of non-affiliate common equity as of June 30, 2025, with 67.6M shares outstanding as of February 24, 2026.

  • ·No 2025 performance bonuses paid to named executives despite targets of 40-55% of base salary plus stretch goals, due to liquidity management.
  • ·Board committees: Audit (Chair: Richard Cilento Jr.); Compensation (Chair: Matthew Link); Governance and Nominating (Chair: Stacy Coen).
  • ·Richard Cilento Jr. designated as audit committee financial expert.
  • ·Company qualifies as emerging growth company and smaller reporting company.
WhiteHorse Finance, Inc.8-Kmixedmateriality 8/10

13-03-2026

WhiteHorse Finance Credit I, LLC entered into the Twelfth Amendment to its Fifth Amended and Restated Loan Agreement on March 10, 2026, reducing the Financing Commitments from $100M to $50M USD, a 50% decline. The Administrative Agent and Lenders waived the 1.00% premium otherwise payable under Section 4.03(c)(ii). The overall Financing Limit remains up to $375M USD, with restrictions on non-USD currency utilization.

  • ·Not more than 20% of Financing Limit may be utilized in Permitted Non-USD Currencies; not more than 10% in GBP
  • ·Portfolio Manager certifies no Default, Event of Default, or Market Value Cure Failure as of amendment date
Functional Brands Inc.8-Kneutralmateriality 9/10

13-03-2026

Functional Brands Inc. entered into an Exchange and Amendment Agreement effective March 9, 2026, allowing the exchange of outstanding Series A and Series B Convertible Preferred Stock into Series C Convertible Preferred Stock (72% portion), senior secured convertible notes (10% portion), cash (10.74% of assigned value, with $450,000 full closing payment and minimum $250,000 at closing), and common stock (12.39% of remaining stated value). The agreement includes amendments to existing preferred stock certificates, designation of new Series C with fixed conversion prices ($0.30-$0.41), and note issuance with 120% of prior closing price conversion. No aggregate exchange volumes or total dilution impact disclosed.

  • ·Series A Assigned Value: 80% of Remaining Stated Value per share.
  • ·Series B Assigned Value: 100% of Remaining Stated Value per share.
  • ·Series C Tier Allocation: 50% at $0.30, 25% at $0.35, 25% at $0.41.
  • ·Cash shortfall repayment: 6 equal monthly installments starting Redemption Start Date.
  • ·Alternate Conversion Eligibility: 24 months from Initial Closing Date or upon Event of Default.
  • ·Fixed Conversion Period: From Exchange Date to earlier of Event of Default or 24 months from Initial Closing.
Great Lakes Dredge & Dock CORPSC 14D9/Aneutralmateriality 9/10

13-03-2026

Great Lakes Dredge & Dock Corporation filed Amendment No. 1 to its Schedule 14D-9 on March 13, 2026, relating to the cash tender offer by Huron MergeCo., Inc. (a wholly owned subsidiary of Saltchuk Resources, Inc.) to purchase all outstanding shares of common stock at $17.00 per share, pursuant to the Merger Agreement dated February 10, 2026. The amendment adds an email from CEO Lasse Petterson to employees dated March 13, 2026, with no other changes to the original Schedule 14D-9 filed on March 4, 2026.

  • ·Original Schedule 14D-9 filed March 4, 2026
  • ·Tender Offer Statement on Schedule TO filed by Parent and Purchaser on March 4, 2026
Black Rock Coffee Bar, Inc.8-Kmixedmateriality 7/10

13-03-2026

On March 12, 2026, Black Rock Coffee Bar, Inc. dismissed KPMG LLP as its independent registered public accounting firm effective immediately and engaged Deloitte & Touche LLP for the year ending December 31, 2026. KPMG's audit reports for the years ended December 31, 2025 and 2024 were unqualified with no disagreements or reportable events other than material weaknesses in internal controls for 2024. While the change occurred without accounting disputes, the material weaknesses highlight ongoing internal control challenges related to segregation of duties and lease recognition.

  • ·Material weaknesses for year ended December 31, 2024: (i) lack of segregation of duties surrounding journal entries without sufficient compensating controls to ensure appropriate review and approval by an independent user; (ii) ineffective controls over the identification and accurate initial recognition of leases.
  • ·Weaknesses disclosed in the Company's final prospectus dated September 15, 2025.
  • ·KPMG letter dated March 13, 2026, filed as Exhibit 16.1.
Esquire Financial Holdings, Inc.10-Kpositivemateriality 9/10

13-03-2026

Esquire Financial Holdings, Inc. reported net income of $50.8M or $5.87 per diluted share for the year ended December 31, 2025, achieving ROAA of 2.43% and ROAE of 19.41%. Balance sheet totals included $2.37B in assets, $1.76B in loans, $2.06B in deposits, and $289.6M in stockholders' equity, with noninterest income of $25.1M representing 17% of total revenue driven by payment processing and ASP fees. However, the company highlighted risks related to completing its pending merger with Signature Bancorporation, Inc., including integration challenges and regulatory approvals.

  • ·Litigation-Related Loans consist of WC LOC (66.2%), Case Cost LOC (17.7%), and term loans to law firms (15.8%).
  • ·Average contingency case litigation timeframe: 2-4 years.
  • ·Pending merger with Signature requires shareholder and regulatory approvals, with integration risks for assets, liabilities, systems, personnel, customers, synergies, and potential goodwill charges.
Hartford Creative Group, Inc.10-Qmixedmateriality 7/10

13-03-2026

Hartford Creative Group, Inc. reported significantly lower revenue of approximately $194K for the three months ended January 31, 2026 (inferred from advertising $122K + minidrama $72K), down ~49% YoY from $378K, resulting in net income of $7K versus $144K prior year. For the six months ended January 31, 2026, revenue fell ~38% YoY to ~$524K from $845K, with net income declining ~79% to $58K from $271K, though operating income remained positive. Total assets decreased 48% to $3.6M from $6.9M at July 31, 2025, while cash rose to $0.15M and stockholders' equity improved slightly 20% to $0.36M.

  • ·Operating cash flow used $174K in six months ended Jan 31, 2026 vs provided $232K YoY.
  • ·Advance to contractors decreased to $2.81M from $6.29M.
  • ·Contract liabilities fell to $1.38M from $4.85M.
  • ·Income taxes paid $310K in six months ended Jan 31, 2026.
BeneficientDEF 14Aneutralmateriality 7/10

13-03-2026

Beneficient's DEF 14A proxy statement solicits votes for its virtual Annual Meeting on March 27, 2026, for the election of three Class A directors (Peter T. Cangany, Jr., Patrick J. Donegan, and Karen J. Wendel), ratification of Weaver and Tidwell, LLP as independent auditors for FY ending March 31, 2026, and approval of an amendment to the Beneficient 2023 Long Term Incentive Plan to increase reserved Class A shares. Class B directors (Derek L. Fletcher, Mack Hicks, and Bruce W. Schnitzer) are reappointing themselves. The company effected an 8-for-1 reverse stock split effective December 15, 2025, regaining Nasdaq compliance on January 2, 2026, with 14,183,822 Class A shares and 29,908 Class B shares outstanding as of the February 13, 2026 record date.

  • ·Annual Meeting held virtually at https://www.cstproxy.com/beneficient/2026 on March 27, 2026 at 10:00 a.m. Central Time.
  • ·Record date: February 13, 2026.
  • ·Class B shares entitled to 10 votes per share.
  • ·Reverse stock split ratio: 8-for-1, trading commenced post-split December 15, 2025.
  • ·Nasdaq compliance regained January 2, 2026.
FS Bancorp, Inc.10-Kmixedmateriality 9/10

13-03-2026

FS Bancorp, Inc. reported average loan balances growth of 4.5% YoY to $2.63B in 2025, driving net interest income up 6% YoY to $130.4M with a slightly improved net interest margin of 4.33% from 4.30% in 2024. However, noninterest income growth of 3.3% to $22.3M masked declines including a 9% drop in service charges to $9.1M, 3.2% lower gain on loan sales at $8.3M, and elimination of $8.4M gain on MSR sales from 2024. One-to-four-family residential loans ended the year at $1.67B, up modestly from $1.63B at start.

  • ·Taxable investment securities average balance declined to $270M in 2025 from $202M in 2024.
  • ·Tax-exempt investment securities average balance decreased to $78M in 2025 from $89M in 2024 and $129M in 2023.
  • ·Interest-bearing deposits at other institutions fell sharply to average $25M in 2025 from $51M in 2024.
  • ·Certificates of deposit average balance grew to $1.19B in 2025 from $1.10B in 2024.
  • ·Net change in net interest income from rate/volume analysis: $7.3M increase for 2025 vs 2024.
FRANKLIN FINANCIAL SERVICES CORP /PA/10-Kmixedmateriality 10/10

13-03-2026

For the year ended December 31, 2025, Franklin Financial Services Corp (FRAF) reported net income of $21.2M, up 91% YoY from $11.1M in 2024, driven by net interest income growth of 21% to $69.6M and noninterest income up 40% to $19.2M. Total assets increased modestly 2% to $2.24B with net loans up 12% to $1.54B, while shareholders' equity rose 21% to $175M and diluted EPS reached $4.74 from $2.51. However, nonperforming loans deteriorated to 0.55% of gross loans from 0.02%, noninterest expenses grew 7% to $59.7M, and debt securities available-for-sale declined to $455M from $509M.

  • ·Share repurchase program: 6,500 shares bought in November 2025 at weighted average $52.22/share for $339,840; 130,700 shares remaining.
  • ·Assets under management (incl. third-party): $1.42B in 2025, up from $1.31B in 2024 (+8.6%).
  • ·Diluted EPS $4.74 in 2025 (vs $2.51 in 2024); regular cash dividends $1.31/share.
  • ·Risk-based capital ratio (Total) 13.27% in 2025 (down from 13.85%).
  • ·Provision for credit losses $2.9M in 2025 (up from $2.0M).
Better Home & Finance Holding Co10-Kmixedmateriality 9/10

13-03-2026

Total net revenues grew 52% YoY to $164.9M in 2025 from $108.5M in 2024, primarily driven by a 74% increase in gain on loans, net to $136.1M. However, other revenue declined 12% to $11.3M, net interest income was flat at $17.4M, and total expenses rose 5% to $330.7M. The net loss narrowed 20% YoY to $165.9M with EPS improving to $(10.80) from $(13.65), while total assets expanded 65% to $1.5B supported by growth in loans held for investment and customer deposits.

  • ·Cash and cash equivalents decreased to $99.8M from $211.1M.
  • ·Convertible note liability eliminated ($0 from $519.7M).
  • ·Stockholders’ equity turned positive at $37.2M from deficit of $58.2M.
  • ·Warehouse lines of credit increased to $411.9M from $244.1M.
Salesforce, Inc.8-Kpositivemateriality 9/10

13-03-2026

Salesforce, Inc. completed a registered public offering of $25B aggregate principal amount of senior notes on March 13, 2026, consisting of eight series maturing between 2028 and 2066 with fixed interest rates ranging from 4.500% to 6.700% per year, payable semi-annually starting September 15, 2026. The net proceeds are being used to repurchase shares of the company's common stock pursuant to accelerated share repurchase agreements. The notes are unsecured senior debt ranking equally with other unsubordinated obligations, with customary redemption and default provisions.

  • ·Notes mature on: March 15, 2028 (2028/2029/2033/2036/2046/2056 Notes); September 15, 2031 (2031 Notes); March 15, 2066 (2066 Notes).
  • ·Company may redeem notes at applicable redemption price as described in Third Supplemental Indenture.
  • ·Events of default include payment failures, covenant breaches, and bankruptcy; acceleration possible by trustee or 25% holders.
Bank of Marin Bancorp10-Kmixedmateriality 9/10

13-03-2026

Bank of Marin Bancorp reported total assets of $3.90B, up 5.5% YoY, with net interest income rising 15.8% to $106.0M and improved asset quality (non-accrual loans down to 1.27% from 1.63%). However, the company posted a larger net loss of $35.7M (vs $8.4M loss in 2024), driven by $76.7M in non-interest losses (likely securities sales), leading to declining stockholders' equity (-9.4% to $394.7M) and capital ratios (Tier 1 capital 12.34% vs 15.32%). Tax-equivalent NIM expanded to 2.94% from 2.55%, but efficiency ratio deteriorated sharply to 276.7%.

  • ·Share repurchase: 150 shares at avg $21.93, $23.9M remaining under $25M program.
  • ·Provision for credit losses on loans: $0.4M (down 93% YoY from $5.6M).
  • ·Restatement of prior period financials noted (Note 19).
  • ·Equity compensation: 213,644 options outstanding at weighted avg $35.22 exercise price.
Horizon Technology Finance Corp8-Kpositivemateriality 9/10

13-03-2026

Horizon Technology Finance Corporation held a special stockholder meeting on March 13, 2026, approving Proposal 1 to issue common shares pursuant to a Merger Agreement with 19,318,369 votes for, 3,776,878 against, and 1,755,735 abstentions out of 46,316,648 shares outstanding (77.8% approval on votes cast). Proposal 2 elected Thomas J. Allison as Class I director (contingent on merger closing) with 20,996,897 for and 3,854,085 withheld (84.5% approval), though significant opposition was recorded in both cases at 15-20%. No broker non-votes were reported.

  • ·Proxy statement/prospectus filed with SEC on January 20, 2026.
  • ·Record date for special meeting: January 15, 2026.
  • ·Director term: until 2026 annual meeting or successor qualified.
  • ·Principal executive offices: 312 Farmington Avenue, Farmington, CT 06032.
AMAZON COM INC8-Kpositivemateriality 9/10

13-03-2026

Amazon.com, Inc. closed the sale of approximately $37B in aggregate principal amount of various senior notes on March 13, 2026, including floating rate notes due 2028 and 2029, and fixed-rate notes ranging from 3.850% due 2028 to 6.050% due 2076. The public offering price totaled $36.898B, with estimated net proceeds of $36.813B after underwriting discounts but before other expenses. The notes were issued under an underwriting agreement dated March 10, 2026, with managers J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, and HSBC Securities (USA) Inc.

  • ·Underwriting Agreement dated March 10, 2026.
  • ·Registration statement on Form S-3 filed February 6, 2026 (File No. 333-293246).
  • ·Original Indenture dated November 29, 2012; Supplemental Indenture No. 1 dated April 13, 2022.
  • ·Officers’ Certificate dated March 13, 2026 establishing terms of Notes.
New Mountain Finance Corp8-Kmixedmateriality 8/10

13-03-2026

New Mountain Finance Corporation disclosed pro forma consolidated financials as of December 31, 2025, reflecting an asset sale at 94% of fair value, resulting in total investments declining $468M to $2.274B and net borrowings reduced $372M to $1.299B. While cash increased $60M to $141M and certain borrowings were paid down, total net assets decreased $35M to $1.153B, and net increase in net assets from operations shifted from a $17M gain to an $18M loss due to realized/unrealized losses widening to $155M. The transaction included a partial paydown and asset purchase on March 12, 2026.

  • ·Unsecured Notes unchanged at $992M pro forma.
  • ·Holdings Credit Facility reduced $232M to $188M pro forma.
  • ·Other borrowings reduced $140M to $119M pro forma.
  • ·Total investment income unchanged at $327M for year ended Dec 31, 2025.
  • ·Net investment income unchanged at $136M for year ended Dec 31, 2025.

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