US Corporate Distress Financial Stress SEC Filings — March 03, 2026

03-03-2026

Select Medical Holdings Corporation (NYSE: SEM) entered a definitive merger agreement to be acquired by a consortium led by Robert A. Ortenzio, Martin F. Jackson, and WCAS for $16.50 per share in cash, representing an enterprise value of $3.9B and premiums of 18% over the unaffected share price and 25% over the 90-day VWAP as of November 24, 2025. The transaction, unanimously approved by a special committee of independent directors, is expected to close mid-2026 subject to majority non-consortium shareholder approval, HSR antitrust clearance, and other regulatory approvals, with initial rollover participants owning 11.8% agreeing to vote in favor. While offering a significant premium, the deal carries risks including failure to secure approvals, potential termination fees, business disruptions, and stock price decline if not consummated.

• ·As of Dec 31, 2025, Select Medical had operations in 39 states and the District of Columbia.
• ·Merger not subject to financing condition; existing debt expected to remain outstanding.
• ·Advisors include Goldman Sachs and Skadden Arps (Special Committee), J.P. Morgan and Wells Fargo (Consortium debt financing), Dechert LLP (Select Medical).

03-03-2026

PMGC Holdings Inc. (ELAB) consummated Secured Pre-Paid Purchase #4 on February 6, 2026, under its existing equity purchase facility, with an original principal of $8.1M and purchase price of $7.5M, funded via allocations including $6.3M to a new subsidiary's controlled deposit account, $0.65M to placement agent Univest Securities LLC, $5K in legal fees, and $0.5M to the Company. The Investor can require issuance of Purchase Shares at 88% of the lowest VWAP over the prior 10 trading days (or cash if below $0.32), subject to a 9.99% ownership cap, with Company prepayment option at 120% and default penalties including 15% increase and 18% interest. A portion of Purchase Shares worth $1.2M was registered via prospectus supplement filed February 17, 2026.

• ·Deposit Account Control Agreement (DACA) grants Investor first-position security interest and control over funds upon instruction.
• ·Events of Default include failure to pay, insolvency, bankruptcy, judgments over $1M, and breaches of covenants.
• ·Equity facility originated from Securities Purchase Agreement dated September 23, 2025 (disclosed in 8-K filed September 29, 2025).

03-03-2026

Reinsurance Group of America, Incorporated completed the offering of $400 million aggregate principal amount of 6.375% Fixed-Rate Reset Subordinated Debentures due 2056 on March 3, 2026, receiving net proceeds of approximately $396 million after underwriting discounts for general corporate purposes, including refinancing debt obligations. The debentures are unsecured subordinated obligations, bearing fixed interest at 6.375% per annum until September 15, 2036, then resetting based on the Five-Year Treasury Rate plus 2.344%, with semi-annual payments starting September 15, 2026, and maturing on September 15, 2056. They rank junior to senior indebtedness but pari passu with certain existing subordinated debentures like RZB and RZC.

• ·Debentures issued pursuant to Base Indenture dated August 21, 2012, supplemented by Twelfth Supplemental Indenture dated March 3, 2026.
• ·Public offering price: 100% of principal amount.
• ·Redemption options include par during Par Call Periods (three months prior to Reset Dates), make-whole otherwise, 100% for Tax Event or Regulatory Capital Event, and 102% for Rating Agency Event.
• ·Underwriting Agreement dated February 24, 2026.

03-03-2026

Flowco Holdings Inc. (NYSE: FLOC) completed its acquisition of Valiant Artificial Lift Solutions, LLC on March 3, 2026, for total consideration of approximately $200 million net of Valiant's cash, comprising $170 million in net cash funded by its ABL facility and 1.5 million shares of Class A common stock. The deal enhances Flowco's artificial lift portfolio with Valiant's ESP capabilities, enabling earlier well support and expanded presence in the Permian and other basins. CEO Joe Bob Edwards emphasized the cultural alignment and strategic synergies for delivering optimized solutions.

• ·Funded using available capacity under ABL facility
• ·Share amount originally determined based on 10-day volume-weighted average price as of January 30, 2026
• ·References Risk Factors in Form 10-K for fiscal year ended December 31, 2025

03-03-2026

Karyopharm Therapeutics Inc. entered into a Second Amendment to its Credit and Guaranty Agreement and a Forbearance Agreement on February 27, 2026, allowing deferral of certain principal and interest payments until September 2026 and maintaining a $10.0M minimum liquidity covenant through October 10, 2026, conditioned on raising at least $25.0M in equity proceeds by June 10, 2026. This aims to extend the liquidity runway beyond Q2 2026 and anticipated top-line data from the Phase 3 XPORT-EC-042 trial in mid-2026. However, the agreements do not waive defaults, effectiveness depends on the capital raise, and the filing notes substantial doubt about the company's ability to continue as a going concern.

• ·Prepayment premium of 5% extended through June 10, 2026, or to May 8, 2027 if Capital Raise Trigger met
• ·Forbearance on payment defaults under 2028 Notes and 2029 Notes until September 30, 2026
• ·Forbearance on liquidity covenant defaults until October 10, 2026
• ·Annual Report on Form 10-K for year ended December 31, 2025 filed February 13, 2026

03-03-2026

Leidos, Inc., a subsidiary of Leidos Holdings, Inc. (LDOS), issued $600M of 4.100% senior notes due 2029 and $800M of 5.000% senior notes due 2036, generating approximately $1,387M in net proceeds to fund a portion of the proposed acquisition of ENTRUST pursuant to the January 23, 2026 Stock Purchase Agreement. The notes are senior unsecured obligations guaranteed by Leidos Holdings, with interest payable semi-annually starting September 15, 2026, and include special mandatory redemption at 101% if the acquisition is not completed by August 14, 2026 or later extended date. The issuance is not conditioned on the acquisition closing.

• ·Notes issued under October 2020 Indenture supplemented by officers’ certificate dated March 2, 2026.
• ·Early redemption with make-whole premium before Feb 15, 2029 (2029 Notes) or Dec 15, 2035 (2036 Notes); par redemption thereafter.
• ·Change of control repurchase offer at 101% of principal.
• ·Acquisition Agreement dated January 23, 2026; End Date August 14, 2026.

03-03-2026

Chiron Real Estate LP (Issuer) and Chiron Real Estate Inc. (Parent), affiliates of Global Medical REIT Inc., entered into a Master Note and Guaranty Agreement dated March 2, 2026, with NYL Investors LLC and New York Life affiliates, establishing an uncommitted facility for issuing senior promissory notes in series with aggregate principal not exceeding the Available Facility Amount. Notes can be requested in minimum increments of $10M, with maturities and average lives up to 10 years, during an Issuance Period of up to three years. The facility provides flexible access to capital without current obligations or draws.

• ·Issuance Period extends until the earlier of the third anniversary of March 2, 2026, or other termination events.
• ·Individual Notes mature no more than 10 years from issuance date with average life no more than 10 years.
• ·Facility is explicitly uncommitted; New York Life has no obligation to purchase Notes or quote spreads.

03-03-2026

Esperion Therapeutics (NASDAQ: ESPR) announced a definitive agreement to acquire Corstasis Therapeutics, adding Enbumyst™ (bumetanide nasal spray), the first FDA-approved nasal loop diuretic for edema in CHF, hepatic, and renal diseases, targeting a U.S. market exceeding $4B. The deal includes an upfront $75M cash payment, up to $180M in regulatory/commercial milestones, and low double-digit royalties on sales, expected to leverage Esperion’s cardiovascular infrastructure for double-digit revenue growth. Transaction closes in Q2 2026, subject to customary conditions, with no current financial declines noted but risks to consummation highlighted.

• ·FDA approval for Enbumyst: September 12, 2025
• ·Conference call: March 3, 2026 at 8:00 am ET
• ·Financed through existing credit facilities and Japanese royalties monetization
• ·Legal advisors: Gibson, Dunn & Crutcher LLP (Esperion), Arnold & Porter Kaye Scholer LLP (Corstasis)

03-03-2026

On March 2, 2026, Trinseo PLC received NYSE notice to delist its ordinary shares (TS: NYSE) due to average market capitalization below the $15M continued listing standard over 30 trading days, resulting in immediate trading suspension. This follows December 12, 2025 notices for prior non-compliance with $50M market cap/equity thresholds and 30-day average share price below $1.00. Delisting via Form 25 will be effective 10 days post-filing, with potential OTC Pink trading but risks including Irish stamp duty at 1%, DTC ceasing settlements, and reduced liquidity.

• ·Trading in ordinary shares suspended immediately upon NYSE notice.
• ·Post-delisting transfers subject to Irish stamp duty at 1% unless exempt.
• ·DTC will cease clearing/settling trades and transfer positions to Computershare.
• ·No impact expected on business operations, partner/employee relationships, or SEC reporting.

03-03-2026

On March 3, 2026, TXNM Energy, Inc. entered into a Distribution Agreement with sales agents BofA Securities, Inc., MUFG Securities Americas Inc., and Scotia Capital (USA) Inc., and forward purchasers Bank of America, N.A., MUFG Securities EMEA plc, and The Bank of Nova Scotia, enabling the potential sale of up to $125 million of its common stock through at-the-market offerings. The agreement also allows for forward stock purchase transactions, with no obligation to make any sales and commissions up to 2% of gross sales price per share. The company expects net proceeds from physical settlements of forward agreements but may elect cash or net share settlements, potentially receiving no proceeds or owing amounts.

• ·Sales may be made on NYSE, through market makers, electronic networks, or privately negotiated transactions including blocks.
• ·Forward Agreements allow Forward Purchasers to borrow and sell shares to hedge; Company receives no proceeds from borrowed share sales.
• ·Registration Statement on Form S-3ASR effective February 28, 2025, supplemented by prospectus dated March 3, 2026.
• ·Agreement terminable by Company or counterparties upon prior written notice.

03-03-2026

Pinterest announces a $1 billion strategic investment from Elliott Investment Management affiliates via convertible senior notes, with proceeds funding a $1 billion accelerated share repurchase (ASR) under a new $3.5 billion share repurchase program authorized by the Board. The company plans an additional $500 million in open-market repurchases via a 10b5-1 plan plus $473 million YTD under the prior program, totaling approximately $2 billion in near-term repurchases in H1 2026. Business highlights include record 2025 revenue, over 600 million MAU, and more than 80 billion monthly searches, with executives expressing confidence in undervalued shares and growth opportunities.

• ·Convertible notes: $1B principal, 1.75% annual interest, initial conversion price ~$22.72/share, mature March 1, 2031.
• ·ASR: $1B payment on March 5, 2026; expected completion by Q2 2026; final shares based on VWAP.
• ·Prior repurchase program authorized November 2024.

03-03-2026

Golden Matrix Group, Inc. (GMGI) filed an 8-K on March 3, 2026, covering Items 3.03 (Material Impairments), 5.03 (Charter/Bylaws Amendments), 8.01 (Other Events), and 9.01 (Exhibits), marked as a Material Event with a subcategory of Charter/Bylaws Amendments. The filing, sized at 1 MB, provides no detailed financial metrics, period-over-period comparisons, or specific outcomes on impairments or amendments in the available EDGAR listing. No improvements or declines are quantifiable from the provided data.

• ·CIK: 0001437925
• ·SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)
• ·Fiscal Year End: December 31
• ·Business Address: 3651 Lindell Road, Ste D131, Las Vegas, NV 89103
• ·Acc-no: 0001477932-26-001129

03-03-2026

Hepion Pharmaceuticals, Inc. (OTCQB:HEPA) in-licensed a novel ctRNA biomarker assay from Cirna Diagnostics LLC for early diagnosis and surveillance of hepatocellular carcinoma (HCC) in high-risk cirrhosis patients, complementing its recently acquired mSEPT9 PCR-based assay as part of a strategic shift to liquid biopsy diagnostics. The ctRNA platform, validated across cohorts, offers earlier detection than DNA-based tests and potential expansion to other solid tumors. The global liquid biopsy market is valued at $10B, with the U.S. projected to reach nearly $9B by 2035, addressing current HCC surveillance that misses up to 75% of early-stage cancers.

• ·HCC represents 75-90% of liver cancer cases and is the sixth most common cancer worldwide, third deadliest globally.
• ·ctRNA assay detects mutant circulating tumor RNA for improved specificity in surveillance and early detection.

03-03-2026

SRx Health Solutions, Inc. secured limited waivers and consents from certain existing investors under prior Note and Series A financings to enable a new securities purchase agreement for Series B Preferred Stock and related warrants. The waivers permit the new offering without triggering participation rights from the July 2025 Note Financing ($7.65M principal notes) and October 2025 Series A Financing ($15.23M proceeds). Series B Preferred will rank pari passu with Series A Preferred regarding dividends and liquidation preferences.

• ·Waivers executed by Existing Investors as Required Holders under Series A Purchase Agreement.
• ·Form of Waiver filed as Exhibit 10.1.

03-03-2026

Trex Company, Inc. entered into a Forward Share Repurchase Transaction Confirmation with Wells Fargo Bank on February 26, 2026, initiating a $100M accelerated share repurchase (ASR) program, with a prepayment made on February 27, 2026, and initial delivery of approximately 1.9M shares valued at 80% of the prepayment amount. The final share count will be based on the volume-weighted average price from February 27 to May 21, 2026, with potential for additional shares or cash/share return depending on the forward price. The prepayment was funded via borrowings under the company's line of credit, complying with Rules 10b5-1(c) and 10b-18.

• ·Calculation period: February 27, 2026 to May 21, 2026, subject to acceleration from April 9, 2026 or early termination.
• ·Initial shares valued at approximately 80% of prepayment based on February 26, 2026 closing price.
• ·ASR includes customary adjustments for market disruptions, hedging issues, or stock price thresholds.

03-03-2026

Moog Inc. entered into the Eighth Amended and Restated Loan Agreement dated February 26, 2026, amending and restating the prior Seventh Amended and Restated Loan Agreement from May 30, 2025, with HSBC Bank USA, National Association as Administrative Agent and multiple lenders including Bank of America, JPMorgan Chase, and others. The agreement provides Aggregate Term Loan Commitments of $250M, along with revolving credit facilities, swingline loans, and letters of credit. No changes to commitment amounts or negative covenant impacts are specified in the filing.

• ·Guarantors secure obligations with liens on personal property assets.
• ·Previous agreements include Seventh (May 30, 2025), Sixth (October 27, 2022), Fifth (October 15, 2019), and earlier versions back to 1998.

03-03-2026

PDS Biotechnology Corporation received a Nasdaq deficiency notice on February 25, 2026, stating that its common stock (PDSB) closed below the $1.00 minimum bid price for 30 consecutive business days, violating Nasdaq Listing Rule 5550(a)(2). The Company has 180 calendar days until August 24, 2026, to regain compliance by achieving a $1.00 closing price for 10 consecutive business days, with no immediate impact on trading. While it may pursue options like a reverse stock split and could qualify for a second 180-day period, there is no assurance of compliance, risking delisting.

• ·Nasdaq Listing Rule 5550(a)(2) (Minimum Bid Price Requirement)
• ·Eligibility for second 180-day period requires meeting market value of publicly held shares and other initial listing standards
• ·Company headquartered at 303A College Road East, Princeton, NJ 08540

03-03-2026

Plains All American Pipeline, L.P. executed the Third Amendment to its Credit Agreement on February 26, 2026, replacing Plains Midstream Canada ULC (PMCULC) as a borrower with Plains Canada Liquid Pipelines ULC (PCLPULC), while releasing PMCULC from all obligations under the loan documents after full repayment of its outstanding loans. PCLPULC assumes borrower status with obligations guaranteed by the Company, and the amendment updates all references in the original agreement dated August 20, 2021. No changes to commitment amounts or other financial terms are specified.

• ·Original Credit Agreement dated August 20, 2021; First Amendment dated August 22, 2022; Second Amendment dated August 19, 2024.
• ·Conditions for effectiveness include executed counterparts, corporate certificates, legal opinions, KYC compliance, and full repayment of PMCULC obligations.

03-03-2026

Global Arena Holding, Inc. (Parent) and its wholly-owned subsidiary Global Election Services, Inc. (GE Services) entered into an Asset Purchase Agreement dated February 26, 2026, with GES Acquisition Corp. and Easterly CV VI LLC, to sell substantially all assets of their technology-enabled election services business (including fixed assets, contracts, IP, receivables, and goodwill), excluding cash and certain other items. Consideration consists of $2.4M cash payable to GE Services and 2,571,428 shares of GES Acquisition common stock issued to Parent, with GES Acquisition assuming only specified post-closing liabilities. No financial performance metrics or period-over-period comparisons are provided in the agreement.

• ·Assets exclude cash, cash equivalents, tax returns, insurance policies, and non-assumed contracts.
• ·Assumed Liabilities limited to post-Effective Time obligations under Assumed Contracts, IP, and Permits.
• ·Exhibits include Certificate of Designations for Series A Convertible Preferred Stock, Promissory Note, Employment Agreements, NDA/IP Rights Agreement, and Bill of Sale.

03-03-2026

TransCode Therapeutics, Inc. designated 1,214,204 shares of Series C Non-Voting Convertible Preferred Stock with a par value of $0.0001 per share, approved by the Board on February 27, 2026, as part of an Equity Issuance and Registration Rights Agreement with Unleash Immuno Oncolytics, Inc. dated March 2, 2026. The Series C shares are convertible 1:1 into Common Stock following stockholder approval per Nasdaq rules, with no general voting rights but protective provisions, and rank pari passu with Common Stock and Series A/B Preferred in liquidation. No dividends beyond those on Common Stock (as-if-converted), and includes a beneficial ownership limitation to prevent excessive ownership.

• ·Conversion effective after 5:00 p.m. ET on third Business Day post-stockholder approval.
• ·Holders entitled to same dividends as Common Stock on as-if-converted basis (excluding CVR Agreement rights).
• ·Beneficial Ownership Limitation prevents conversion if Holder would exceed calculated ownership threshold per Section 13(d).
• ·Liquidation treated pari passu with Common and Series A/B Non-Voting Preferred Stock.

03-03-2026

China Pharma Holdings, Inc.'s (CPHI) wholly-owned subsidiary, Hainan Helpson Medical & Biotechnology Co., Ltd (Helpson), entered into a Technology Transfer Agreement on February 26, 2026, acquiring the Invention Patent for Prinsepia Utilis Esterol Sublingual Tablets and Method for Its Preparation (Patent No. 2018102273158) from Xiaoyan Zhang for $6.93M, payable in 12,600,000 restricted common shares at $0.55 per share. The agreement also includes technical services for product R&D, registration materials, and applications. Shares are issued under Regulation S exemption to a non-U.S. person.

• ·Patent No. 2018102273158, granted March 19, 2018, valid until March 19, 2038.
• ·Technical services include product R&D, registration materials preparation, and application filing.
• ·Issued under Regulation S exemption for offshore transaction to non-U.S. person.

03-03-2026

Evolus reported fourth quarter 2025 total net revenue of $90.3 million, up 14% YoY, and full-year 2025 revenue of $297.2 million, up 12% YoY for the sixth consecutive year of double-digit growth, with Q4 achieving GAAP operating income of $4.2 million. However, full-year GAAP operating loss was $32.7 million, a slight improvement from $34.4 million in 2024, while non-GAAP operating loss widened to $9.4 million from $0.3 million income, reflecting higher non-GAAP operating expenses of $209.7 million versus $185.0 million prior year. For 2026, the company guides revenue growth of 10-13% to $327-337 million but with non-GAAP operating expenses growing 0-3% to $210-216 million.

• ·U.S. account penetration above 55%; customer reorder rates approximately 71%.
• ·Evolysse™ and Estyme® expected to contribute 10-12% of 2026 revenue.
• ·Cash increased to $53.8M as of Dec 31, 2025 from $43.5M at Sep 30, 2025.
• ·Evolysse™ subject to 10% tariff, potential additional 5%; Jeuveau® not impacted by tariffs.
• ·2028 outlook: revenue $450-500M (15-19% 3-year CAGR), adjusted EBITDA margins 13-15%.

03-03-2026

Transglobal Management Group, Inc. (formerly The Marquie Group, Inc.) entered into a Standby Equity Commitment Agreement with MacRab LLC on February 17, 2026, under which the investor committed to purchase up to $5M of the company's common stock at the company's discretion, priced at 85% of the average of the two lowest VWAPs over the five trading days following the clearing date, with a $0.001 minimum price per share and a 4.99% beneficial ownership cap. The company also entered a Registration Rights Agreement to register resale of the shares. No shares have been issued yet, and the agreements are filed as exhibits.

• ·Pricing based on average of the two lowest volume weighted average prices (VWAP) during the five trading days immediately following the applicable clearing date.
• ·Company controls timing and amount of sales, subject to agreement conditions.

03-03-2026

Canton Strategic Holdings, Inc. entered into an amended and restated sales agreement on March 3, 2026, with Clear Street LLC and Virtu Americas LLC, establishing up to $300M in aggregate gross sales proceeds available for at-the-market offerings of its common stock, excluding shares sold under the prior agreement. This amends the original November 6, 2025, agreement following President Street Global LLC's termination on December 3, 2025, adding Virtu as a sales agent with commissions up to 3.00%. Offerings will use the effective Form S-3 registration statement filed January 9, 2026.

• ·Registration statement on Form S-3 (File No. 333-29264) filed January 9, 2026, declared effective January 16, 2026.
• ·President Street Global LLC provided termination notice under Original Sales Agreement on December 3, 2025.
• ·Securities registered: Common stock (CNTN) on Nasdaq Stock Market LLC.
• ·Emerging growth company status confirmed.

03-03-2026

Plains All American Pipeline, L.P. executed a Third Amendment to its Credit Agreement on February 26, 2026, replacing Plains Midstream Canada ULC (PMCULC) as a borrower with Plains Canada Liquid Pipelines ULC (PCLPULC), while releasing PMCULC from all obligations under the loan documents upon full payment of its outstanding loans and obligations. The amendment was agreed upon by the borrowers, Bank of America, N.A. as Administrative Agent, and multiple lenders including Citibank, N.A., JPMorgan Chase Bank, N.A., and Wells Fargo Bank. No financial terms, commitment amounts, or other quantitative changes to the credit facility were disclosed.

• ·Original Credit Agreement dated August 20, 2021
• ·First Amendment dated August 22, 2022
• ·Second Amendment dated August 19, 2024
• ·Amendment requires satisfaction of conditions including KYC documentation, legal opinions from Richard McGee, Vinson & Elkins LLP, and Cox Taylor, and payment of PMCULC's outstanding obligations

03-03-2026

Ultra Clean Holdings, Inc. (UCTT) entered into a call option transaction with a Dealer to hedge its issuance of $525M aggregate principal amount of 0.00% Convertible Senior Notes due 2031, with an option for up to an additional $75M. The transaction is confirmed under the 2002 ISDA Equity Derivatives Definitions, with an Indenture dated March 3, 2026, between UCTT and U.S. Bank Trust Company, National Association as trustee. Key option terms include a Strike Price of $84.7450, Cap Price of $104.0725, Free Convertibility Date of December 16, 2030, and Expiration Date of March 15, 2031.

• ·Offering Memorandum dated February 25, 2026
• ·Trade Date: [_____] (to be specified)
• ·Effective Date: Closing date of initial Convertible Notes issuance
• ·Exchange: Nasdaq Global Select Market (symbol UCTT)
• ·Option Style: European
• ·Settlement Method: Default Net Share Settlement

03-03-2026

On March 2, 2026, Covista Inc. (formerly Adtalem Global Education Inc.) amended its credit agreement to incur $510 million in new 2026 Term Loans maturing March 2, 2033, with interest rate margins reduced by 0.50% (Term SOFR + 2.25% with 0.75% floor or ABR + 1.25%). Proceeds refinanced existing term loans and fully redeemed $404.95 million in 5.50% Senior Secured Notes due 2028 at 100% of principal plus accrued interest, satisfying and discharging the related indenture. No declines or flat performance noted in this debt refinancing event.

• ·Redemption notice for Notes sent by Trustee on February 13, 2026.
• ·Original Credit Agreement dated August 12, 2021; Indenture dated March 1, 2021.
• ·2026 Term Loans mature on March 2, 2033.

03-03-2026

Arbutus Biopharma and Genevant Sciences announced a $2.25B global settlement with Moderna resolving patent infringement claims over LNP technology used in COVID-19 vaccines, including $950M upfront payment in July 2026 and $1.3B contingent on a favorable appellate ruling on Section 1498. Moderna consents to judgment of infringement and no invalidity on four patents, receiving a global non-exclusive license. However, the $1.3B payment remains uncertain pending the appeal, and Pfizer/BioNTech litigation continues despite a favorable Markman ruling in September 2025.

• ·Arbutus evaluating return of capital to shareholders for Q3 2026 in conjunction with upfront payment.
• ·Roivant hosting investor conference call on March 3, 2026 at 4:45 p.m. ET.
• ·Pfizer/BioNTech litigation ongoing in the US following favorable Markman ruling in September 2025.

03-03-2026

On March 3, 2026, Lindblad Expeditions Holdings, Inc. acquired an additional 5% interest in its subsidiary Natural Habitat, Inc. from Ben Bressler, Founder and CEO of Natural Habitat, for $16.6 million, increasing the Company's ownership to 95%. Mr. Bressler retains a 5% noncontrolling interest subject to an existing put/call arrangement under the stockholders' agreement. No financial performance metrics or period comparisons were reported.

• ·Acquisition resulted from exercise of put right by Mr. Bressler pursuant to original stockholders' agreement from prior Natural Habitat acquisition.

03-03-2026

RLI Corp. entered into an Amended and Restated Credit Agreement with PNC Bank, National Association, effective February 26, 2026, which refinances the existing agreement dated March 30, 2023, and increases the revolving commitments, though specific commitment amounts are not disclosed. Pricing is tiered based on leverage ratio, with SOFR spreads from 1.375% (Level I, <=0.20x) to 1.875% (Level III, >0.30x) and commitment fees from 0.20% to 0.30%. No financial performance metrics or period-over-period comparisons are provided in the filing.

• ·Agreement amends and restates Existing Credit Agreement dated March 30, 2023.
• ·Pricing Dates begin for fiscal quarters ending on or after March 31, 2026.
• ·Subsidiaries listed in Schedule 3.08 (not detailed in excerpt).

03-03-2026

Star Equity Holdings, Inc., through its subsidiary Alliance Drilling Tools, LLC, completed a sale and leaseback transaction for property in Evanston, Wyoming, to Pasture Drive Holdings, LLC for $1.7M on February 27, 2026. The company entered into a 20-year triple net lease with initial monthly base rent of $12,390, guaranteed by the parent company, covering all property expenses. The company anticipates closing two additional sale and leaseback transactions in Texas and Utah.

• ·ADT Wyoming PSA originally dated December 16, 2025, with exhibits filed in prior 8-K on December 17, 2025.
• ·Lease term: 20 years from closing, with four optional 5-year extensions.
• ·Two additional sale and leaseback transactions in Texas and Utah anticipated to close per agreements filed December 17, 2025.

03-03-2026

Gaxos.ai Inc. (GXAI) acquired a 19.99% stake in America First Defense (AFD), a US-based defense technology company developing a detachable counter-drone system for neutralizing hostile UAVs via cyber attacks and a biomimetic soft robotics platform for low-detection operations. The acquisition provides Gaxos exposure to emerging US defense technologies targeting Department of Defense, Homeland Security, border security, and critical infrastructure markets. CEO Vadim Mats stated it positions Gaxos at the intersection of AI, defense innovation, and national security priorities with long-term commercial potential.

• ·Filing date: March 03, 2026
• ·SEC Items reported: 1.01 (Material Agreement Entry), 8.01, 9.01
• ·AFD targets: Department of War, Department of Homeland Security, border security, maritime security, municipal safety, critical infrastructure

03-03-2026

PEDEVCO Corp (PED) filed an 8-K on March 03, 2026, disclosing events under Items 3.02 (Unregistered Sales of Equity Securities), 3.03 (Material Modifications to Rights of Security Holders), 5.01 (Change in Control), 5.03 (Departure/Election of Directors/Officers), 8.01 (Other Events), and 9.01 (Exhibits). The filing includes Exhibit 3.1, described as Second Amended. No specific financial metrics, performance changes, or detailed narratives on the events were provided in the excerpt.

• ·Filing Items: 3.02, 3.03, 5.01, 5.03, 8.01, 9.01
• ·Subcategory: Changes in Control
• ·Exhibit 3.1: Second Amended

03-03-2026

On February 25, 2026, Babcock & Wilcox Enterprises, Inc. entered into the Tenth Amendment to its Credit Agreement originally dated January 18, 2024, which increases borrowing availability based on inventory and receivables, extends the maturity date to January 18, 2028, suspends the $3M PBGC Reserve (with re-imposition possible on January 1, 2027 if a $3M installment is not paid by September 15, 2026), modifies deposit account covenants, and releases BRC Group Holdings, Inc. as a guarantor. These changes improve liquidity and flexibility without any reported declines in terms. No prior period financial metrics are provided for comparison.

• ·Credit Agreement originally dated January 18, 2024
• ·Registrant address: 1200 EAST MARKET STREET, SUITE 650, AKRON, OHIO 44305
• ·Telephone: (330) 753-4511
• ·IRS Employer Identification No.: 47-2783641
• ·Commission File Number: 001-36876

03-03-2026

RYAM reported Q4 2025 net sales of $417M, down 1% YoY from $422M, and a loss from continuing operations of $21M, worsening $5M from $16M in Q4 2024, with Adjusted EBITDA of $46M also down $5M YoY. While Cellulose Specialties sales rose 2% to $249M and Biomaterials increased 25% to $10M, Paperboard sales fell 27% to $44M and High-Yield Pulp declined 13% to $28M. Full-year revenue reached $1.5B with Adjusted EBITDA of $133M, but cash from operations was $24M and Adjusted Free Cash Flow was negative $88M.

• ·Q4 2025 global liquidity includes $75M cash, $72M ABL borrowing capacity, $10M France factoring availability
• ·Conference call scheduled for March 4, 2026 at 9:00 a.m. ET
• ·Non-operating charges in Q4 2025: $3M AGE project, $2M pension settlement loss, $1M SWEN put option remeasurement

03-03-2026

Vertiv Holdings Co completed a $2.1B senior unsecured notes offering across 10-, 20-, 30-, and 40-year tranches, raising $2.08B in net proceeds used with cash on hand to fully repay its existing secured term loan, and closed a new $2.5B senior unsecured revolving credit facility with a 5-year maturity, replacing the prior $800M asset-based facility. S&P and Moody’s each upgraded Vertiv’s debt ratings by one notch on February 12 and 19, 2026, achieving investment grade status (Baa3/BBB-/BBB- from Moody’s/S&P/Fitch). These transactions extend debt maturities, enhance liquidity, and provide financial flexibility, with no negative impacts on existing commitments, guarantees, or liens reported.

• ·Notes offering split across four tranches with 10-year, 20-year, 30-year, and 40-year maturities.
• ·Vertiv headquartered in Westerville, Ohio, does business in more than 130 countries.

03-03-2026

BuzzFeed Media Enterprises, Inc. and its subsidiaries secured consent from Sound Point Agency LLC (Administrative Agent) and Banner Commercial Funding (Cayman) L.P. (Lender) to amend their Credit Agreement by deferring a required $5 million principal loan repayment from February 20, 2026, to March 6, 2026. In consideration, BuzzFeed must pay a $20,000 extension fee by March 2, 2026, with non-payment triggering an immediate Event of Default. This amendment underscores liquidity pressures, as the company could not meet the original deadline.

• ·Credit Agreement originally dated May 23, 2025, with prior amendments on July 31, 2025 (Amendment No. 1) and August 25, 2025 (Amendment No. 2).
• ·Consent letter executed on February 20, 2026; effective upon receipt of executed counterparts and entry into Reporting Agent Engagement Letter.
• ·Governed by New York law; non-waiver of other Credit Agreement provisions.

03-03-2026

Pliant Therapeutics, Inc. entered into an Amendment to its Stockholder Rights Agreement on March 3, 2026, with Computershare Trust Company, N.A., extending the final expiration time of the Rights from 5:00 p.m., New York City time on March 11, 2026, to 5:00 p.m., New York City time on March 11, 2027. The extension is designed to deter open market accumulations that could lead to control without a premium or adequate board review, and was not in response to any specific takeover offer. The Rights may still be redeemed, exchanged, or terminated earlier per the original terms.

03-03-2026

Roivant Sciences announced a $2.25B global settlement between its subsidiary Genevant Sciences and Arbutus Biopharma with Moderna over LNP patent infringement in COVID-19 vaccines, featuring $950M upfront payment in July 2026 and $1.3B contingent on favorable Section 1498 appeal resolution. Roivant's board approved a $1B share repurchase program, including an additional $500M beyond the prior June 2025 authorization. However, litigation against Pfizer/BioNTech remains ongoing following a favorable September 2025 Markman ruling, with Comirnaty representing ~2/3 of global COVID-mRNA vaccine sales.

• ·Investor conference call scheduled for March 3, 2026, at 4:45 p.m. ET
• ·Settlement includes global non-exclusive license to Genevant’s LNP technology for SM-102-containing mRNA vaccines for infectious disease and covenant not to sue
• ·Moderna consented to judgment of infringement and no invalidity on four Genevant/Arbutus patents
• ·Pfizer/BioNTech litigation ongoing in the United States

03-03-2026

Arq, Inc. entered into the Fourth Amendment to its Revolving Credit Agreement on February 27, 2026, with MidCap Funding IV Trust as agent, extending prior amendments to borrowing availability calculations and temporarily reducing the minimum liquidity covenant to $2.0M from December 10, 2025, through March 31, 2026, before increasing it to $5.0M thereafter. This provides short-term covenant relief amid ongoing amendments (previously on December 27, 2024; May 6, 2025; December 9, 2025; and January 28, 2026), suggesting potential liquidity pressures.

• ·Prior amendments to Revolving Credit Agreement dated Dec 27, 2024; May 6, 2025; Dec 9, 2025; Jan 28, 2026
• ·Agreement covers Arq, Inc. and certain subsidiaries as guarantors

03-03-2026

Jacobs Solutions Inc. completed a $1.3B senior notes offering on March 3, 2026, issuing $800M of 4.750% notes due 2031 and $500M of 5.375% notes due 2036, fully guaranteed by subsidiary Jacobs Engineering Group Inc. Proceeds will finance the acquisition of remaining shares in PA Consulting Group Limited, with interim use to repay revolving credit and term loan facilities; if the acquisition fails, proceeds will repay debt and support general corporate purposes. The notes rank as senior unsecured obligations with standard redemption and covenant terms, including a change of control repurchase at 101%.

• ·Interest payable semi-annually on March 3 and September 3, commencing September 3, 2026.
• ·Par Call Date: February 3, 2031 for 2031 Notes; December 3, 2035 for 2036 Notes.
• ·Indenture covenants limit secured indebtedness, sale-leaseback transactions, and mergers.
• ·Guarantees releasable if Guarantor's 2033/2028 notes ≤ $300M and related credit facility guarantees released.

03-03-2026

NeOnc Technologies Holdings, Inc. (NTHI) entered into Securities Purchase Agreements to issue and sell up to 2,222,222 shares of common stock at $7.20 per share and warrants to purchase the same number at $9.00 exercise price. Closings raised $10M from 1,388,888 shares/warrants to one institutional investor, $621,804 from 86,361 shares/warrants to three investors, and $1.45M from 201,390 shares/warrants to four investors, with net proceeds for working capital. The company will file a resale registration statement within 10 days after its Form 10-K for the year ended December 31, 2025.

• ·First Securities Purchase Agreement dated January 29, 2026, terminated January 31, 2026.
• ·Second Securities Purchase Agreement dated February 24, 2026, terminated February 28, 2026.
• ·Securities issued pursuant to Section 4(a)(2) exemption under Securities Act.
• ·Exhibits include Form of Warrant (4.1) and Form of Securities Purchase Agreement (10.1).

03-03-2026

Babcock & Wilcox Enterprises, Inc. executed the Tenth Amendment to its Credit Agreement and Security Agreement with Axos Bank on February 25, 2026, amending the borrowing base to 90% of Eligible Trade Receivables, setting NOLV Percentage at 30.78%, extending the Maturity Date to January 18, 2028, and imposing strict cash management rules including 90-day transfers to Axos Bank and balance limits on accounts such as Canadian Project Accounts ($15M aggregate) and Chanute Operating Account ($5M). The amendment mandates redemption of December 2026 Unsecured Notes by November 30, 2026, following prior full repayment of February 2026 Unsecured Notes, while noting entity name changes including B. Riley Financial, Inc. to BRC Group Holdings, Inc. and dissolutions of SOFCO-EFS Holdings LLC and B&W PGG Luxembourg Canada Holdings.

• ·Unrestricted cash outside Axos Bank capped at $15M aggregate, with no more than $5M in non-controlled accounts, Canadian Project Accounts, or Chanute Operating Account.
• ·Within 90 days of February 25, 2026, transfer substantially all USD deposits from Canadian Project Accounts and Chanute Operating Account to Axos Bank.
• ·Notice of redemption for December 2026 Unsecured Notes required by October 30, 2026, with full satisfaction by November 30, 2026.
• ·Aggregate balance of Chanute Operating Account and Canadian Project Accounts not to exceed $15M at any time.

03-03-2026

CVR Partners, LP disclosed the death of independent director Brian A. Goebel on February 20, 2026, reducing the Board to five members (two independent) and the Audit Committee to two independent members, causing non-compliance with NYSE Listed Company Manual Section 303A.07(a), which requires at least three independent audit committee members. The Partnership notified NYSE on February 25, 2026, and received formal notice of non-compliance on March 3, 2026. The company has begun searching for a replacement independent director to regain compliance promptly.

• ·Mr. Goebel joined the Board in October 2025.
• ·Compliance to be regained upon appointing a new independent Audit Committee member meeting NYSE and SEC independence requirements.
• ·Principal executive offices: 2277 Plaza Drive, Suite 500, Sugar Land, Texas 77479; Phone: (281) 207-3200.