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US Material Events SEC 8-K Filings — April 06, 2026

Material Events Monitor

50 high priority50 total filings analysed

Executive Summary

Across 50 filings from April 6, 2026, a dominant theme is aggressive financing and refinancing activity, with 12 companies securing new credit facilities, note issuances, or securitizations totaling over $7B (e.g., Trinity $447M railcar notes, PacifiCorp $2.55B LC, Brinks $3.85B facility), signaling strong liquidity access amid stable interest rates (avg ~5%). M&A momentum builds in biotech/healthcare, highlighted by Neurocrine Biosciences' $2.9B acquisition of Soleno Therapeutics (34% premium, adding $190M 2025 revenue asset) and smaller deals like Profusa's $30M LOI. Executive transitions dominate (22 instances), with positive appointments (e.g., American Integrity CFO, Exponent President/CFO) outnumbering resignations, but distress signals emerge in retail/jewelry (Charles & Colvard Chapter 11 DIP financing) and microcaps (dilution, forbearances). No broad period-over-period declines noted, but selective metrics show revenue stability (e.g., Neurocrine INGREZZA $2.51B 2025) and dilution risks (Greenpro shares doubled to 17M). Portfolio implication: Favor healthcare M&A targets and financing beneficiaries; monitor distress for short opportunities. Overall sentiment leans positive/neutral (70%), with materiality skewed to high-impact events (avg 8/10).

Tracking the trend? Catch up on the prior US Material Events SEC 8-K Filings digest from April 01, 2026.

Investment Signals(12)

  • Issued $447M secured railcar notes at 5.35-5.56% (maturity 2056), backed by 15k railcars, positive sentiment signals asset monetization strength

  • Acquiring Soleno for $2.9B ($53/share, 34% premium), adds VYKAT XR ($190M 2025 rev, $92M Q4) to INGREZZA ($2.51B 2025), IP to 2040s

  • New credit agreement with $1.5B alt currency sublimit at 125bps SOFR+III, reflects investment-grade access (BBB equiv)

  • Completed $500M 5% senior notes due 2035, guaranteed by parent, strong capital allocation for growth

  • BRINKS CO(BULLISH)

    Expanded facility to $3.85B (SOFR+150bps, maturity 2031) to fund NCR Atleos acquisition, oversubscribed lenders

  • $2.55B LC facility at 0.875-1.75% fees (A-rated equiv), bolsters utility liquidity

  • $300M LC facilities to 2027, secured by cash, plus key exec retention

  • New CFO Foley with insurance expertise post-IPO, signals scaling post-public transition

  • Acquired 13.6% Forekast stake but doubled shares outstanding (8.6M to 17M), directors' stake halved to 20%, heavy dilution

  • Chapter 11 DIP $1M financing at 9% with asset sale milestones by July 2026, tight variances signal distress

  • Forbearance waives defaults but mandates $1.06M payment by Apr 6 + monthly $500k, issues 250k warrants

  • $2.9B takeover by Neurocrine at 51% 30-day VWAP premium, but ends independence

Risk Flags(8)

Opportunities(8)

Sector Themes(5)

  • Financing Surge/Debt Markets(BULLISH BROAD MARKET)

    15/50 filings new facilities/notes >$7B total (e.g., 5.0-5.56% rail/utilities/REITs), stable spreads (125-150bps SOFR) imply healthy credit access vs tightening fears

  • Biotech/Healthcare M&A(SECTOR TAILWIND)

    4 deals/LOIs (Neurocrine $2.9B, Profusa $30M, Soleno target), premiums 34-51%, rev adds $190M+ with 2040s IP, catalyst-rich

  • Executive Churn/Leadership Refresh

    22 changes (12 appointments > resignations), expertise adds (e.g., insurance CFOs, tech VPs), continuity in distress cases [NEUTRAL, MONITOR GOV'NANCE]

  • Distress in Microcaps/Retail(SECTOR HEADWIND)

    4 signals (Ch11, forbearance, dilution 100%+, advances), tight milestones/cash mandates vs peers' stability

  • Utilities/REIT Capital Raises(DEFENSIVE STRENGTH)

    $3B+ LC/notes (PacifiCorp $2.55B, Public Storage $500M, GSREFT indenture), low fees/maturities 2031-2056 support infra growth

Watch List(8)

Filing Analyses(50)
TRINITY INDUSTRIES INC8-Kpositivemateriality 9/10

06-04-2026

On April 1, 2026, subsidiaries Trinity Industries Leasing Company (TILC) and Trinity Rail Leasing 2025 LLC (TRL-2025) of Trinity Industries, Inc. entered a Note Purchase Agreement with initial purchasers including ATLAS SP Securities, BofA Securities, Inc., and others for the issuance of $447,439,000 in Series 2026-1 Class A Secured Green Standard Railcar Notes at 5.35% interest and $33,360,000 in Class B Notes at 5.56% interest, both with monthly payments and maturity on April 19, 2056. The notes are secured by approximately 15,082 railcars and related leases, as part of an asset-backed securitization expected to close on or about April 17, 2026, subject to customary conditions. There are no period-over-period comparisons or performance metrics reported.

  • ·Class A Notes bear fixed interest at 5.35%, payable monthly.
  • ·Class B Notes bear fixed interest at 5.56%, payable monthly.
  • ·Notes to be resold pursuant to Rule 144A and Regulation S; not registered under Securities Act.
  • ·Transaction subject to customary closing conditions; no assurance of closing on April 17, 2026 or at all.
Krispy Kreme, Inc.8-Kneutralmateriality 7/10

06-04-2026

On April 1, 2026, Krispy Kreme, Inc.'s Board of Directors elected David Shear and Melissa Werneck as independent directors, effective April 2, 2026, to serve until the 2026 annual stockholder meeting. Ms. Werneck, former Global Chief People Officer at The Kraft Heinz Company, was appointed to the Compensation, Nomination, and Governance Committee, while Mr. Shear brings over ten years of international franchise experience from Restaurant Brands International Inc. On April 3, 2026, the Company entered into a new at-will employment agreement with CFO Raphael Duvivier, including a minimum annual base salary of $700,000 and an 80% target bonus opportunity.

  • ·Directors Mr. Shear and Ms. Werneck to receive standard non-employee director compensation on a pro rata basis.
  • ·No arrangements or understandings related to their elections; no material interests under Item 404(a).
  • ·CFO agreement includes EB-1C visa sponsorship for Mr. Duvivier and family, participation in incentive programs and executive benefits, and severance of 12 months base salary plus COBRA and relocation support upon termination without cause or for good reason (subject to release).
  • ·Agreement contains customary indemnification and restrictive covenants.
Profusa, Inc.8-Kpositivemateriality 9/10

06-04-2026

Profusa, Inc. entered into a non-binding Letter of Intent (LOI), dated March 31, 2026, as amended April 4, 2026, to acquire Bio Insights LLC's PanOmics assets for $30 million in stock, including 460,000 common shares at closing (capped at 19.99% of outstanding shares) and preferred stock convertible into 59,540,000 common shares after one year. The deal includes plans for $10 million in additional equity financing, allocation of up to $2 million for PanOmics validation, 3% net revenue royalties to Bio Insights, and board nomination rights, but remains subject to due diligence, definitive agreements by May 1, 2026, and shareholder approval before June 30, 2026.

  • ·LOI terminates automatically on May 1, 2026, unless extended or definitive agreements executed.
  • ·Exclusivity period prevents Bio Insights from engaging with other parties on similar transactions.
  • ·Lock-up on conversion shares for 7 years with annual 1/7th releases and tax liability carve-out.
  • ·Samples: Cohort 1 ([***] samples) within 5 business days post-closing; Cohort 2 ([***] samples) within 30 days post-MTA.
NEUROCRINE BIOSCIENCES INC8-Kpositivemateriality 10/10

06-04-2026

Neurocrine Biosciences (NBIX) has agreed to acquire Soleno Therapeutics (SLNO) for $53.00 per share in cash, representing a total equity value of $2.9 billion and premiums of 34% to the April 2, 2026 closing price and 51% to the 30-day VWAP. The deal adds VYKAT XR (diazoxide choline), which generated $190 million in 2025 revenue ($92 million in Q4), to Neurocrine's portfolio of first-in-class therapies including INGREZZA ($2.51 billion in 2025 revenue) and CRENESSITY ($301 million in 2025 revenue), strengthening its endocrinology and rare disease presence with IP extending into the mid-2040s. The transaction, funded by cash and modest debt without a financing condition, is expected to close within 90 days subject to regulatory approvals and customary conditions.

  • ·PWS occurs in one in every 15,000 live births per Prader-Willi Syndrome Association USA.
  • ·VYKAT XR approved by FDA in March 2025; CRENESSITY approved in December 2024.
  • ·Neurocrine to host conference call at 8:00 AM ET on April 6, 2026.
  • ·Advisors: Goldman Sachs & Co. LLC (financial, Neurocrine), Cooley LLP (legal, Neurocrine), Centerview Partners LLC and Guggenheim Securities, LLC (financial, Soleno), Wilson Sonsini Goodrich & Rosati (legal, Soleno).
NIOCORP DEVELOPMENTS LTD8-Kmixedmateriality 7/10

06-04-2026

On April 6, 2026, NioCorp Developments Ltd. held its Annual Meeting where shareholders approved the Amended and Restated Shareholder Rights Plan, extending its term to the 2027 annual meeting, and the 2017 Amended Long-Term Incentive Plan, authorizing up to 11,300,000 Common Shares for options, RSUs, and other awards, replacing the prior evergreen share limit. Shareholders also set the board at six directors, elected nominees (with significant withheld votes for some, e.g., 8.4M for Nilsa Guerrero-Mahon), appointed Deloitte & Touche LLP as auditors, and approved advisory say-on-pay, though several proposals saw notable opposition (e.g., 5.3M against LTIP amendment) amid 125,321,172 shares outstanding and only 56,773,600 present.

  • ·Proposal One (Set directors at six): 55,164,407 For; 1,609,193 Against.
  • ·Proposal Three (Appoint auditors): 55,986,839 For; 786,761 Withheld.
  • ·Proposal Four (Say-on-pay advisory): 22,285,849 For; 6,272,537 Against; 397,390 Abstentions; 27,817,824 broker non-votes.
  • ·Proposal Five (LTIP amendment): 23,285,354 For; 5,326,885 Against; 343,535 Abstentions; 27,817,826 broker non-votes.
  • ·Proposal Six (Rights Plan amendment): 23,942,251 For; 4,719,596 Against; 293,931 Abstentions; 27,817,822 broker non-votes.
  • ·Director elections broker non-votes ~27.8M each; withheld votes ranged 993,498 (Fulton) to 8,398,816 (Guerrero-Mahon).
Goldman Sachs Real Estate Finance Trust Inc8-Kneutralmateriality 8/10

06-04-2026

Goldman Sachs Real Estate Finance Trust Inc disclosed entry into a material indenture dated March 31, 2026, among GS REFT 2026-FL1 Issuer, Ltd., GS REFT 2026-FL1 Co-Issuer, LLC, GS REFT CLO Seller, LLC (as Advancing Agent), Wilmington Trust, National Association (as Trustee), and Computershare Trust Company, National Association (as Note Administrator), governing the issuance of Offered Notes secured by Collateral including Closing Date Collateral Interests, Subsequent Collateral Interests, Delayed Close Collateral Interest, Servicing Accounts, and related rights. The transaction establishes standard provisions for note issuance, collateral management, payments, remedies, and covenants without specific issuance amounts or performance metrics disclosed. No period-over-period comparisons or financial impacts are detailed.

  • ·Indenture effective as of March 31, 2026; SEC 8-K filed April 06, 2026 under Items 1.01, 2.03, 9.01
  • ·Collateral excludes Excepted Property and any Retained Interest under Collateral Interest Purchase Agreement
  • ·Notes issuable in forms including Regulation S Global Note, Rule 144A Global Note, and Definitive Notes
WESTLAKE CORP8-Kpositivemateriality 8/10

06-04-2026

Westlake Corporation entered into a new Credit Agreement dated April 2, 2026, with JPMorgan Chase Bank, N.A. as Administrative Agent and a syndicate of lenders including joint bookrunners BofA Securities, Inc., Wells Fargo Securities, LLC, and Deutsche Bank Securities Inc. The facility supports revolving borrowings and letters of credit in Agreed Currencies, with an Alternate Currency Sublimit of $1.5 billion and pricing at Level III based on public debt ratings (equivalent to BBB/Baa2/BBB). No performance declines or comparisons are disclosed in the filing.

  • ·Filing date: April 6, 2026
  • ·Current Applicable Rate at Pricing Level III: Term Benchmark Loans 125.0 bps, RFR Loans 125.0 bps, ABR Loans 25.0 bps, Undrawn Commitment Fee 12.5 bps
  • ·Alternate Currencies include Euros and Pounds Sterling
  • ·Agreed Currencies: U.S. Dollars and Alternate Currencies
Tennessee Valley Authority8-Kneutralmateriality 9/10

06-04-2026

On April 3, 2026, Donald A. Moul, President and Chief Executive Officer of Tennessee Valley Authority (TVA), notified the company and its Board of Directors of his intention to retire effective July 1, 2026. This announcement was filed in an 8-K on April 6, 2026, under Item 5.02. No successor has been named in the filing.

  • ·Filing signed by Thomas C. Rice on April 3, 2026.
Honest Company, Inc.8-Kneutralmateriality 7/10

06-04-2026

The Honest Company, Inc. entered into the First Amendment to its Credit Agreement and Pledge and Security Agreement, both originally dated January 25, 2023, as of March 31, 2026, subject to conditions precedent including executed documents, legal opinions, secretary certificates, and representations of no Default or Event of Default. The amendments update specific sections, schedules, exhibits, and render Section 2 of the Fee Letter inapplicable, while ratifying the existing loan documents without waiving any rights or remedies. No quantitative changes to facility terms are disclosed in the filing.

  • ·Amendment filed as 8-K on April 06, 2026 (Items 1.01, 1.02, 2.03, 9.01).
  • ·Governed by laws of the State of California.
  • ·Executed in counterparts with electronic signatures permitted.
Greenpro Capital Corp.8-Kmixedmateriality 9/10

06-04-2026

Greenpro Capital Corp. consummated a Share Exchange Agreement on March 31, 2026, acquiring 1,360 ordinary shares of Forekast Limited (13.6% of its outstanding equity on a fully diluted basis) in exchange for issuing 8,500,000 shares of its common stock to Forekast shareholders. This nearly doubled outstanding shares from 8,625,813 to 17,125,813, significantly diluting existing ownership, with directors and officers' collective stake dropping from 39.67% to 19.98% and principal shareholders now holding 52.88%. The transaction was a minority investment without gaining control of Forekast.

  • ·BHL Ltd. received 3,250,000 Company shares for 520 Forekast shares (previously 5.2% Forekast owner).
  • ·Moira Venture Limited, Renhari Limited, Joharne Limited, Crescent East Limited, and Stratifi Global Limited each received 1,125,000 Company shares for 180 Forekast shares (previously 1.8% each).
  • ·Exchange Shares issued under Rule 506 of Regulation D as restricted securities.
INOVIO PHARMACEUTICALS, INC.8-Kneutralmateriality 8/10

06-04-2026

INOVIO Pharmaceuticals, Inc. (Nasdaq: INO) announced a proposed underwritten public offering of shares of its common stock and accompanying Series A and Series B warrants (or pre-funded warrants in lieu thereof), all to be sold by the company. Piper Sandler is acting as sole manager, with INOVIO intending to grant a 30-day underwriter option to purchase up to 15% additional securities under the same terms. The offering is subject to market conditions, with no assurance of completion, size, or terms, and will be made via a prospectus supplement to a previously effective shelf registration.

  • ·Shelf registration statement filed with SEC on November 9, 2023, and declared effective on January 31, 2024.
  • ·Prospectus available via Piper Sandler at (800) 747-3924 or prospectus@psc.com.
  • ·INOVIO focused on DNA medicines for HPV-related diseases, cancer, and infectious diseases.
SOLENO THERAPEUTICS INC8-Kpositivemateriality 10/10

06-04-2026

Neurocrine Biosciences has entered a definitive agreement to acquire Soleno Therapeutics for $53.00 per share in cash, representing a total equity value of $2.9 billion, a 34% premium to Soleno's April 2, 2026 closing price and 51% to its 30-day VWAP. The deal adds VYKAT XR, which generated $190 million in 2025 revenue including $92 million in Q4, to Neurocrine's portfolio alongside INGREZZA ($2.51 billion in 2025 revenue) and CRENESSITY ($301 million in 2025 revenue), supported by IP extending into the mid-2040s. The transaction is expected to close within 90 days, subject to customary conditions including regulatory approvals.

  • ·VYKAT XR FDA approved March 2025, launched Q2 2025; CRENESSITY approved December 2024
  • ·Transaction funded by cash on hand and modest pre-payable debt; not subject to financing condition
  • ·Neurocrine conference call at 8:00 AM ET on April 6, 2026
  • ·VYKAT XR IP estate expected to extend into mid-2040s
HUMBL, INC.8-Kneutralmateriality 4/10

06-04-2026

TAP Real Estate Technologies, Inc. entered into an Amendment to License Agreement with TAP, Inc. on March 31, 2026, extending the original agreement's term (entered December 30, 2025) from March 31, 2026, to June 30, 2026. The extension provides additional time to negotiate a final license agreement for certain technology. No financial terms or impacts are disclosed in the filing.

  • ·Form 8-K filed on April 6, 2026, reporting event of March 31, 2026.
  • ·Exhibit 10.1: Amendment to License Agreement dated March 31, 2026.
TREASURE GLOBAL INC8-Kneutralmateriality 8/10

06-04-2026

On March 31, 2026, Carlson Thow resigned as Chief Executive Officer of Treasure Global Inc., effective immediately, but will remain a member of the Board of Directors. Chong Chan Teo was promoted to Acting Chief Executive Officer effective April 1, 2026, with an adjusted monthly salary of RM 22,000. No other financial impacts or performance metrics were disclosed.

  • ·Chong Chan Teo previously served as CEO from July 2020 to June 2024 and currently as Executive Director and Head of Operations.
  • ·Teo's prior roles include Director of Business Development at ZCITY and Managing Director of Modes Cube Sdn Bhd.
  • ·Company is an emerging growth company listed on Nasdaq under TGL.
MSP Recovery, Inc.8-Knegativemateriality 7/10

06-04-2026

VRM MSP Recovery Partners LLC, managed by Virage Capital Management LP, provided a one-time $125,000 advance to MSP Recovery, LLC for accounts payables, with prior consents allowing use of recovery proceeds. Reimbursement is required immediately from proceeds of any new loans or financing (except short-term from Hazel Partners), including from YA II PN, Ltd. or debtor-in-possession financing, conditional on MSP Recovery appointing Nader Tavakoli as Chief Restructuring Officer. This signals ongoing financial strain and potential restructuring or Chapter 11 proceedings, with no obligation for further advances.

  • ·Prior consents for recovery proceeds use via email (Sep 5, 2025) and letter agreements (Oct 16, 2025; Nov 14, 2025; Nov 26, 2025; Dec 19, 2025; Feb 19, 2026; advance agreement Mar 20, 2026)
  • ·Reimbursement requires counterparty agreement to direct loan proceeds to repay advance and prior recovery proceeds
  • ·Advance usage overseen by proposed Chief Restructuring Officer Nader Tavakoli
Inogen Inc8-Kpositivemateriality 7/10

06-04-2026

Inogen, Inc. (Nasdaq: INGN) announced the appointment of Vafa Jamali, a seasoned medical device executive with prior leadership at ZimVie, Covidien, and Medtronic (including a $3 billion division), as an independent director to its Board, effective at the 2026 Annual Meeting or June 15, 2026, whichever is earlier. The appointment is accompanied by a cooperation agreement with Kent Lake Partners LP, Kent Lake PR LLC, and Benjamin Natter, including standstill and voting provisions. Company leadership expressed optimism about Jamali's contributions to Inogen's transformation into a diversified respiratory care platform and ongoing growth initiatives.

  • ·Cooperation agreement includes customary standstill, voting, and other provisions; to be filed as exhibit to Form 8-K
  • ·Advisors: Evercore (financial), Covington & Burling LLP (legal), Joele Frank, Wilkinson Brimmer Katcher (strategic communications)
Trade Desk, Inc.8-Kneutralmateriality 4/10

06-04-2026

Lise J. Buyer resigned from The Trade Desk, Inc.'s board of directors, effective April 3, 2026, after informing the company on March 31, 2026. Her resignation was not due to any disagreement with the company's operations, policies, or practices. She had served on the board since March 2019, and the board expressed thanks for her service.

  • ·Filing date: April 6, 2026
Adapti, Inc.8-Kpositivemateriality 8/10

06-04-2026

Adapti, Inc. (ADTI) entered into an asset purchase agreement on April 1, 2026, acquiring substantially all assets of Levelution Sports Agency, LLC—including accounts receivable, athlete contracts, tangible property, intellectual property, prepaid expenses, and goodwill—in exchange for issuing 324,675 shares of its common stock. Of these, 32,468 shares are held in escrow for up to 18 months to cover potential indemnification obligations. Ancillary agreements include a 6-month transition services agreement with Kirk Noles at no additional cost and a 12-month lock-up on the shares.

  • ·Shares issued in reliance on Section 4(a)(2) of the Securities Act and/or Regulation D exemption.
  • ·Press release announcing the transaction issued on April 2, 2026.
  • ·Transaction includes customary representations, warranties, covenants, and indemnifications.
Hawkeye Systems, Inc.8-Kneutralmateriality 8/10

06-04-2026

Hawkeye Systems, Inc. entered into a Note Purchase Agreement dated April 1, 2026, whereby Steve Hall sold an Existing Consolidated Promissory Note with $2,767,756 aggregate principal and interest due as of December 31, 2025 (original principal $1,770,713.10) to Hawkeye Holdco, LLC. Accrued interest from January 1, 2026, to the agreement date was extinguished. The Company amended and restated the note into a new $2,767,756 principal Convertible Promissory Note.

  • ·Agreement governed by New York law with exclusive jurisdiction in New York courts.
  • ·Transaction pursuant to Section 4(a)(2) of the Securities Act.
RBB Bancorp8-Kneutralmateriality 4/10

06-04-2026

Dr. Christopher Lin, Ph.D., a member of RBB Bancorp's Board of Directors and Royal Business Bank's Board of Directors, advised on April 1, 2026, that he will retire effective as of the Company's 2026 Annual Meeting of Shareholders and will not stand for re-election. He currently serves on the Audit Committee, Directors Loan Committee, and Community Reinvestment Act Committee, from which he will also retire. His decision did not involve any disagreement with Company management, the Board, or the Bank Board on operations, policies, or practices.

  • ·Date of earliest event reported: April 1, 2026
  • ·Filing signed by Lynn Hopkins on April 6, 2026
Mativ Holdings, Inc.8-Kneutralmateriality 8/10

06-04-2026

On April 3, 2026, Mativ Holdings, Inc. entered into the Ninth Amendment to its multicurrency credit agreement, refinancing existing facilities to provide a $305M revolving credit facility, $89.9M in Term A Loan commitments, and $500M in Term B Loan commitments, for a total of approximately $894.9M. The amendment eliminates the delayed draw term loan, adds subsidiaries as borrowers and guarantors, and sets interest margins based on Net Debt to EBITDA (1.75%-2.75% for revolver/Term A; 3.50%-4.50% for Term B). Maturities are tied to the 8.000% Senior Notes due 2029, with new covenants requiring minimum Interest Coverage Ratio starting at 2.50x (stepping up to 3.00x) and maximum Net Debt to EBITDA starting at 5.00x (stepping down to 4.00x).

  • ·Three subsidiaries became additional U.S. Borrowers; another became a guarantor.
  • ·Revolving and Term A Loans mature on earlier of 5-year anniversary of Amendment or 182 days prior to Senior Notes due 2029 maturity.
  • ·Term B Loans mature on earlier of 7-year anniversary of Amendment or 91 days prior to Senior Notes due 2029 maturity.
  • ·Commitment fee rate of 0.35% on revolving facility.
Public Storage8-Kpositivemateriality 8/10

06-04-2026

Public Storage Operating Company (PSOC), a subsidiary of Public Storage, completed a $500 million offering of 5.000% Senior Notes due 2035 on April 6, 2026, guaranteed by Public Storage. The Notes bear interest at 5.000% per annum, payable semi-annually commencing June 15, 2026, and mature on December 15, 2035, with redemption options at a make-whole price or 100% of principal after September 15, 2035. The issuance is under an existing Indenture with covenants limiting indebtedness and requiring at least 125% unencumbered assets to unsecured debt.

  • ·Notes are unsecured and unsubordinated, ranking equally with PSOC's existing and future similar indebtedness.
  • ·Interest accrues from April 6, 2026; semi-annual payments on June 15 and December 15.
  • ·Indenture includes customary events of default and limitations on mergers, consolidations, or asset sales.
TAPESTRY, INC.8-Kpositivemateriality 6/10

06-04-2026

Tapestry, Inc. (NYSE: TPR) appointed Matt Madrigal, Chief Technology Officer of Pinterest, Inc. (NYSE: PINS), to its Board of Directors effective immediately on April 6, 2026, expanding the board to 11 members including 10 independent directors. CEO Joanne Crevoiserat and Board Chair Anne Gates praised Madrigal's technology, e-commerce, and consumer expertise to support the Amplify growth agenda and long-term shareholder value. No financial metrics or performance changes were reported.

  • ·Matt Madrigal's prior roles: Vice President and General Manager of Merchant Shopping at Google; Chief Technology and Product Officer at Fanatics; SVP of eCommerce & Marketing for Williams-Sonoma; 8 years at eBay leading product and engineering for growth marketing and advertising.
  • ·Pinterest described as a visual search and discovery platform.
  • ·Tapestry's brands: Coach and kate spade new york.
New ERA Energy & Digital, Inc.8-Kneutralmateriality 8/10

06-04-2026

New Era Energy & Digital, Inc. entered into an Amended and Restated Promissory Note dated April 6, 2026, with principal amount of $5,000,000 issued to Zachary Yi Zhou, which converts into shares of common stock at the Maturity Date. The Maturity Date is the earliest of September 30, 2026, closing of the TCDC Project Credit Facility, a Qualified Equity Financing raising $10,000,000 or more, or acceleration upon an Event of Default. Interest accrues at 5% per annum (or 18% upon default), payable in shares, with a potential MOIC Premium of up to 2% of the original principal upon full repayment.

  • ·Conversion Price: Qualified Equity Financing Price Per Share, or average VWAP for 30 trading days prior to Maturity Date if no QEF.
  • ·Events of Default include non-payment (5 Business Days cure for interest) or Bankruptcy Event, triggering acceleration and payment in shares.
  • ·Governing law: State of Delaware; exclusive jurisdiction in Delaware courts.
GREENLIGHT CAPITAL RE, LTD.8-Kpositivemateriality 8/10

06-04-2026

Greenlight Capital Re, Ltd. subsidiaries GRIL and Greenlight Re entered into Master Letter of Credit Agreements with CIBC Bank USA on April 1, 2026, establishing committed LC facilities totaling $300.0 million ($50.0 million for GRIL and $250.0 million for Greenlight Re), secured by cash collateral and maturing December 22, 2027. David Sigmon rescinded his February 2026 resignation notice on March 31, 2026, and will continue as General Counsel, Chief Compliance Officer, and Corporate Secretary.

  • ·The Greenlight Re LC Agreement amends and restates the prior agreement dated December 22, 2023; the associated Credit Agreement from that date was terminated.
  • ·Letters of credit issued for GRIL prior to April 1, 2026, were rolled over into the GRIL LC Facility.
  • ·LC Facilities include customary conditions, representations, warranties, and events of default.
Rain Enhancement Technologies Holdco, Inc.8-Kpositivemateriality 8/10

06-04-2026

Rain Enhancement Technologies Holdco, Inc. entered into an Amendment to its Loan Agreement with RHY Management LLC (controlled by Harry L. You) and Harry L. You personally, effective March 31, 2026, increasing the loan commitment from $7,000,000 to $10,000,000. This provides the Borrower with an additional $3,000,000 in financing capacity under the existing terms. No other amendments were made to the Loan Agreement.

  • ·Original Loan Agreement dated December 30, 2024
  • ·Amendment filed as part of 8-K on April 06, 2026, under Items 1.01, 2.03, 9.01
  • ·Governed by New York law
  • ·Executed in counterparts with electronic signatures accepted
UY Scuti Acquisition Corp.8-Kneutralmateriality 6/10

06-04-2026

UY Scuti Acquisition Corp. entered into Amendment No. 1 to its Investment Management Trust Agreement with Continental Stock Transfer & Trust Company, dated March 31, 2026, extending the deadline to consummate a business combination by up to four additional three-month periods (total up to 24 months from the March 31, 2025 IPO closing), up to April 1, 2027, contingent on depositing $450,000 into the trust account for each extension. The amendment was approved by shareholders at an extraordinary general meeting on March 31, 2026. No business combination has been announced, indicating ongoing search for a target.

  • ·Original Trust Agreement dated March 31, 2025.
  • ·Extraordinary General Meeting held March 31, 2026.
  • ·Governed by New York law.
CISCO SYSTEMS, INC.8-Kneutralmateriality 6/10

06-04-2026

Cisco Systems, Inc. announced the resignation of Director Daniel H. Schulman from its Board, effective May 21, 2026, due to his new role as Chief Executive Officer of Verizon Communications Inc. On April 4, 2026, the Board appointed Peter A. Shimer as an independent director effective April 6, 2026, and assigned him to the Audit Committee. Mr. Shimer will receive standard non-employee director compensation, including pro rata portions of the $105,000 annual cash retainer and $270,000 initial equity award grant date fair value.

  • ·Daniel H. Schulman notified resignation on March 31, 2026.
  • ·Non-employee directors may elect to receive cash retainers in fully vested shares, deferred stock units, or deferred cash.
  • ·Mr. Shimer entered into Cisco’s standard Indemnity Agreement.
Veradigm Inc.8-Kpositivemateriality 8/10

06-04-2026

Veradigm Inc. (MDRX) announced the appointment of Christian Greyenbuhl as permanent Chief Financial Officer, effective the later of May 11, 2026, or the first business day after filing its delayed Annual Reports on Form 10-K for fiscal years 2023 and 2024. Greyenbuhl, with over 25 years of finance experience including roles at Ministry Brands, Xplor Technologies, and ADP, succeeds Interim CFO Lee Westerfield, who will transition to a consulting role. The appointment supports Veradigm's 'Reset, Recover, Reignite' plan amid ongoing efforts to become current on SEC filings.

  • ·Greyenbuhl is a Chartered Accountant (Institute of Chartered Accountants of Scotland) and Certified Public Accountant (inactive); holds BA in Accountancy with Business Law from University of Stirling.
  • ·Prior experience: CFO at Ministry Brands since Nov 2022; SVP Corporate Finance and IR at Xplor Technologies; over 10 years at ADP; 11 years at PricewaterhouseCoopers.
  • ·Investor contact: Steven Halper (312-506-1237); Media: Amanda Cohen (732-567-7607).
American Integrity Insurance Group, Inc.8-Kpositivemateriality 9/10

06-04-2026

American Integrity Insurance Group, Inc. (NYSE: AII) appointed Brian Foley as Chief Financial Officer effective April 6, 2026, succeeding Ben Lurie, who transitions to a consulting role while continuing to serve on the board of directors of the Company’s insurance subsidiary and as co-chairman of its investment committee. Foley brings over a decade of capital markets and insurance experience, including advising on AII's 2025 IPO and follow-on offering during his 11-year tenure at Keefe, Bruyette & Woods. CEO Robert Ritchie and President Jon Ritchie praised Foley's expertise for scaling the business and thanked Lurie for guiding the company through its public transition.

  • ·Company founded in 2006 and headquartered in Tampa, Florida.
  • ·Mr. Foley previously served as equity analyst at Balyasny Asset Management focusing on property and casualty insurance and began career at PricewaterhouseCoopers as Audit Associate.
  • ·Mr. Foley holds a Bachelor of Science in Finance and Accounting from the University of Delaware.
  • ·Contact: Toni Logan, Tel: (813) 512-6672, Tlogan@aii.com
Soulpower Acquisition Corp.8-Kneutralmateriality 3/10

06-04-2026

On April 1, 2026, Blake Janover resigned as a director of the board of Soulpower Acquisition Corporation, effective immediately, with no disagreement with the company on any matter relating to operations, policies, or practices. The company thanked Mr. Janover for his service and contributions. The 8-K filing was made on April 6, 2026, signed by CEO Justin Lafazan.

  • ·Securities registered: Units (SOULU), Class A ordinary shares (SOUL), Rights (SOULR) on New York Stock Exchange
  • ·Registrant is an emerging growth company
EXPONENT INC8-Kpositivemateriality 8/10

06-04-2026

Exponent, Inc. (Nasdaq:EXPO) announced the appointment of John Pye as President and Eric Anderson as CFO, both effective May 1, 2026, reporting to CEO Catherine Corrigan; Richard Schlenker will transition from CFO to Executive VP and stand for Board election. Karen Richardson will become Chairman of the Board upon Paul Johnston's retirement at the Annual Meeting on June 4, 2026. These changes are described as positioning the firm for growth through innovation and strong leadership continuity.

  • ·John Pye joined in 1999, promoted to Principal Engineer in 2006, with prior roles including Group VP for Transportation Group and current VP of Global Offices and Innovation.
  • ·Eric Anderson joined as Controller in 2003, VP in 2013, VP of Finance and Accounting since 2024.
  • ·Exponent operates in more than a dozen industries with offices in North America, Asia, and Europe.
Murphy USA Inc.8-Kpositivemateriality 8/10

06-04-2026

On April 3, 2026, Murphy USA Inc. appointed Donald R. Smith, Jr., its current Interim Chief Financial Officer, Vice President, Chief Accounting Officer & Treasurer, as permanent Senior Vice President, Chief Financial Officer and Treasurer. The appointment includes an increased annual base salary of $550,000, target annual cash bonus of 70% of base salary, target long-term equity incentive of 125% of base salary, a one-time cash bonus of $45,000, and a 2026 equity top-up award valued at $260,000 (50% performance stock units, 25% restricted stock units, 25% stock options). There are no family relationships or material conflicts of interest.

  • ·Mr. Smith employed by Murphy USA since 2013 spin-off, initially as Vice President and Controller (Chief Accounting Officer).
  • ·Named Treasurer in 2024 and Interim CFO in October 2025.
  • ·No family relationships between Mr. Smith and any officer or director.
  • ·Mr. Smith has no direct or indirect material interest in transactions under Item 404(a) of Regulation S-K.
CHARLES & COLVARD LTD8-Knegativemateriality 10/10

06-04-2026

Charles & Colvard Ltd, which filed for Chapter 11 bankruptcy on March 2, 2026, entered into a Section 364 DIP financing loan agreement with Van Lang Jewelry LLC on March 24, 2026, providing up to $1,000,000 for working capital, general corporate purposes, and bankruptcy costs, subject to an Approved Budget and strict milestones including an asset sale by July 7, 2026. The facility includes a $100,000 expense reserve for the lender and 9% interest, but features tight reporting requirements with 10% permitted variances and potential for default acceleration. This reflects ongoing financial distress with no immediate positive operational metrics.

  • ·Petition Date: March 2, 2026; Closing Date: March 24, 2026; Filing Date: April 6, 2026.
  • ·Milestones: Interim Order by March 24, 2026; Final Order by April 14, 2026; Asset Sale Motion by April 15, 2026; Asset Sale Procedures Order by April 30, 2026; Asset Sale Order by July 2, 2026; Asset Sale Effective Date by July 7, 2026.
  • ·Reporting: Variance reports every other Wednesday starting April 8, 2026, for two-week Testing Periods.
  • ·Mandatory prepayments: 100% of net cash proceeds from asset dispositions, insurance, condemnation, or non-ordinary course cash after prior liens.
Reborn Coffee, Inc.8-Kmixedmateriality 8/10

06-04-2026

Reborn Coffee, Inc. entered into a Forbearance Agreement with Arena Investors on March 31, 2026, waiving defaults and remedies related to a delay in paying 30% of the $6,500,000 gross cash proceeds from an October 20, 2025, equity issuance of 1,192,661 shares to Charles Joeng. In exchange, the Company committed to cash payments of $1,059,522 by April 6, 2026, $400,000 by April 20, 2026, and $500,000 monthly starting May 2026 until Debentures are repaid or converted, plus issuing warrants for 250,000 shares at $2.00 exercise price. This resolves the payment delay but imposes significant near-term cash outflows and potential shareholder dilution.

  • ·Debentures originally issued to Arena Investors on February 10, 2025, February 26, 2025, March 28, 2025, and July 31, 2025.
  • ·Arena Investors requested payment of 30% of October Agreement proceeds on February 19, 2026, leading to Specified Delay.
  • ·Company to file registration statement covering Forbearance Warrants and other warrants issued December 31, 2025, within 5 business days of 10-K filing.
Neuronetics, Inc.8-Kmixedmateriality 8/10

06-04-2026

Neuronetics, Inc. (NASDAQ: STIM) announced the departure of Steven E. Pfanstiel as Executive Vice President, Chief Financial Officer, and Treasurer effective May 1, 2026, to pursue an external opportunity, with no disputes or disagreements; he will assist in an orderly transition. The company has launched a search for his replacement. Neuronetics reaffirmed its fiscal year 2026 financial guidance previously provided on its Q4 2025 earnings call on March 17, 2026.

  • ·Filing items: 1.01, 2.05, 5.02, 7.01, 9.01
  • ·Investor contact: Mike Vallie or Mark Klausner, ICR Healthcare (443-213-0499, ir@neuronetics.com)
  • ·NeuroStar Advanced Therapy FDA-cleared for MDD in adults, OCD adjunct, anxious depression, and MDD in adolescents aged 15-21
BRINKS CO8-Kpositivemateriality 9/10

06-04-2026

The Brink’s Company completed an amendment and extension of its credit facility on March 31, 2026, increasing it from $2.225 billion to $3.85 billion via a $1.025 billion delayed draw term loan and $600 million revolver increase, to fund the proposed acquisition of NCR Atleos Corporation, refinance its debt, and general purposes. The facility matures on March 31, 2031, at Term SOFR + 150 basis points. The acquisition remains subject to regulatory and shareholder approvals, with no guarantees of closing or realizing benefits.

  • ·Pricing remains at Term SOFR + 150 basis points through acquisition consummation, subject to net leverage ratio.
  • ·Strong interest from expanded bank group with significant oversubscription.
  • ·Brink’s operates in 51 countries serving over 100 countries.
Owlet, Inc.8-Kneutralmateriality 9/10

06-04-2026

Owlet, Inc. announced on April 3, 2026, the appointment of Kurt Workman as President and Chief Executive Officer effective April 6, 2026, succeeding Jonathan Harris, who is departing these roles. Harris entered a Separation Agreement providing twelve months of continued base salary payments, a prorated 2026 bonus based on actual performance, and accelerated vesting of all outstanding equity awards. Workman's Employment Offer Letter includes an annual base salary of $500,000, a target annual cash performance bonus of 70% of base salary, and eligibility under the Executive Change in Control Severance Plan for 12 months of severance benefits upon qualifying termination.

  • ·Kurt Workman will cease serving as Executive Chairman of the Board but remain a director.
  • ·No family relationships between Kurt Workman and any executive officers or directors.
  • ·No transactions requiring disclosure under Item 404(a) of Regulation S-K involving Kurt Workman.
  • ·No arrangement or understanding pursuant to which Kurt Workman was appointed.
DeFi Development Corp.8-Kpositivemateriality 7/10

06-04-2026

DeFi Development Corp. (Nasdaq: DFDV) appointed Adam Townsend, former Vice President and CFO of VIZIO at Walmart Inc., to its Board of Directors on April 6, 2026. Townsend oversaw the financial integration of VIZIO's $2.3 billion acquisition by Walmart, led VIZIO through its 2021 IPO and 2024 sale, and brings extensive experience from Showtime Networks, CBS Corporation, E*TRADE, and JPMorgan. CEO Joseph Onorati praised Townsend's capital markets and treasury expertise to aid scaling, capital raising, and institutional investor engagement for the company's Solana treasury strategy.

  • ·VIZIO IPO completed in 2021
  • ·VIZIO sold to Walmart in 2024
  • ·Company provides direct exposure to SOL via treasury holdings, staking rewards, and DeFi participation
FUELCELL ENERGY INC8-Kmixedmateriality 6/10

06-04-2026

At FuelCell Energy, Inc.'s 2026 Annual Meeting on April 2, 2026, stockholders re-elected all eight directors, though James H. England and Donna Sims Wilson each received over 3.6 million votes against amid 9.8 million broker non-votes. Stockholders approved amendments to the Omnibus Incentive Plan (adding 3,000,000 shares, total 5,194,444 shares) and Employee Stock Purchase Plan (adding 300,000 shares, total 300,078 shares), ratified KPMG LLP as auditors for fiscal year ending October 31, 2026, and approved executive compensation on an advisory basis. All proposals passed, but notable opposition to certain directors highlights mixed shareholder sentiment.

  • ·Proxy statement filed with SEC on February 18, 2026.
  • ·Plans terminate after tenth anniversary of stockholder approval or Board decision.
  • ·ESPP intended to qualify under Section 423 of Internal Revenue Code.
Mawson Infrastructure Group Inc.8-Kpositivemateriality 8/10

06-04-2026

Mawson Infrastructure Group Inc. entered a cooperation agreement with The Endeavor Investor Group, appointing three independent directors—Kyle B. Danges, K. Rodger Davis, and Lisa R. Hough—and two Endeavor affiliates, Cody Smith and Phillip Stanley, to its Board, effective immediately. Departing directors Ryan Costello (former Chair), Kathryn Schellenger, and Steven Soles stepped down as part of the agreement, which includes customary standstill provisions. The move is positioned as a step to reposition the business toward growth in digital infrastructure, including AI, HPC, and Bitcoin mining, with 129 megawatts of capacity already online.

  • ·Cooperation agreement includes customary standstill provisions and will be filed as an exhibit to Form 8-K.
  • ·Mawson focuses on carbon-free energy resources, including nuclear power, for its digital infrastructure.
DeFi Development Corp.8-Kneutralmateriality 8/10

06-04-2026

DeFi Development Corp. entered into a separation agreement with Blake Janover, its Chief Commercial Officer and director, effective March 31, 2026; he will remain a director but received a $692,500 lump sum payment and acceleration of 70,000 unvested restricted stock units. On the same date, the Board approved the wind down of the legacy Janover Capital Markets and Janover Insurance businesses. No other financial impacts or performance metrics were disclosed.

  • ·Separation agreement dated April 1, 2026, filed as Exhibit 10.1.
  • ·Company is an emerging growth company.
  • ·Securities: Common Stock (DFDV) and Warrants (DFDVW) on Nasdaq.
BEL FUSE INC /NJ8-Kpositivemateriality 8/10

06-04-2026

Bel Fuse Inc. announced a strategic realignment into two end-market-focused business units effective immediately: Aerospace, Defense & Rugged Solutions (~$369M, 55% of 2025 sales) and Industrial Technology & Data Solutions (~$307M, 45% of 2025 sales). Steve Dawson was appointed EVP & President of Industrial Technology & Data Solutions, and Tom Smelker was appointed EVP & President of Aerospace, Defense & Rugged Solutions. The changes aim to sharpen market focus, accelerate innovation, and enhance customer engagement without any reported declines or flat metrics.

  • ·Announcement dated March 31, 2026
  • ·Tom Smelker joined Bel Fuse in January 2026
  • ·Investor contact: Three Part Advisors at 631-418-4339
PACIFICORP /OR/8-Kpositivemateriality 9/10

06-04-2026

PacifiCorp entered into a $2,550,000,000 Letter of Credit Agreement dated April 3, 2026, with PNC Bank, National Association as Administrative Agent and PNC Capital Markets LLC as Lead Arranger, providing for the issuance of letters of credit by various Issuing Banks. The Aggregate Commitment is $2,550,000,000, with fees determined by an Applicable Percentage ranging from 0.875% to 1.750% based on PacifiCorp's S&P or Moody's ratings. No prior period data or performance declines are mentioned in the agreement.

  • ·Applicable Percentage fees: 0.875% (Rating Level 1, A/A2 or higher) to 1.750% (Rating Level 6, BB+/Ba1 or below/unrated)
  • ·Closing Date Aggregate Commitment: $2,550,000,000
  • ·Agreement filed as Exhibit 10.1 in 8-K on April 6, 2026
VistaOne, L.P.8-Kpositivemateriality 9/10

06-04-2026

VistaOne DE SPV, L.P. entered into a Credit Agreement dated March 31, 2026, providing a revolving credit facility with Tranche A Commitments of $145,000,000 and Tranche B Commitments of $36,250,000. The facility supports portfolio investments with an Aggregate Eligible NAV Value of $1,459,898,744.81 as of the Closing Date. Goldman Sachs Bank USA serves as Administrative Agent, Calculation Agent, and a Lender, while The Bank of New York Mellon acts as Collateral Agent.

  • ·Availability Period: Closing Date to February 28, 2029 (unless extended by Term-Out Conversations)
  • ·Applicable Margin decreases to 3.00% if more than 30 unique Eligible Investments
HEALTHEQUITY, INC.8-Kneutralmateriality 6/10

06-04-2026

HealthEquity, Inc. announced the termination without cause of Chief Technology Officer Eli Rosner, effective April 17, 2026, with Executive Vice President, Chief Product and Strategy Officer Sunil Rajasekar assuming oversight of the technology organization. Rosner will receive severance payments and benefits as outlined in his employment agreement and the company's proxy statement filed May 13, 2025, with equity awards treated per the 2014 and 2024 Stock Incentive Plans. Sunil Rajasekar joined HealthEquity in January 2026, bringing prior experience as CEO of Billtrust and President of MINDBODY.

  • ·Sunil Rajasekar's prior roles: CEO and director at Billtrust (Nov 2022-Aug 2025), President at MINDBODY (Sep 2018-Aug 2022), General Manager at eBay (May 2016-Jul 2018), Chief Technology and Product Officer at Lithium Technologies, VP at Intuit (Feb 2004-May 2012), senior roles at Cisco and Oracle.
  • ·Rosner's equity awards treated consistent with 2014 Stock Incentive Plan, 2024 Stock Incentive Plan, and award agreements.
  • ·Proxy statement detailing severance filed May 13, 2025.
STERIS plc8-Kneutralmateriality 4/10

06-04-2026

STERIS plc entered into an amendment on March 31, 2026, to the Transition Agreement originally dated August 5, 2025, with former Chief Financial Officer Michael J. Tokich. The amendment extends his part-time senior financial advisor role from April 1, 2026, through March 31, 2027, reducing his annual base salary to $60,000 with eligibility for a discretionary cash bonus approved by the CEO and Compensation Committee, while eliminating entitlements to health, dental, life insurance, vacation, disability, and other employee benefits. Other terms of the original agreement remain in effect.

  • ·Form 8-K filed on April 6, 2026, reporting event of March 31, 2026.
  • ·STERIS plc incorporated in Ireland, CIK 0001757898, IRS No. 98-1455064.
OFA Group8-Kpositivemateriality 9/10

06-04-2026

OFA Group's subsidiary, Office for Fine Architecture Limited, acquired a 50% undivided co-ownership interest in the QIKBIM system's intellectual property from Alan To AI Consultancy Co. Limited for an aggregate purchase price of $17,500,000. Historical payments of $11,994,800 were credited, with remaining obligations including a $2,998,700 final installment and $2,506,500 supplemental consideration due by December 31, 2026, plus a $880,000 escrow deposit credited against the supplemental amount. The Buyer gains sole control over operational, technical, strategic, and commercial matters for the QIKBIM business, with the Seller providing 24 months of transition support.

  • ·Agreement effective March 31, 2026; Seller provides 24 months of transition support including bug fixes and knowledge transfer.
  • ·Buyer has irrevocable option to acquire Seller's remaining interest upon specified events like breaches or insolvency.
  • ·Net monetization proceeds shared 50/50 after Buyer recovers certain development costs; Buyer controls invoicing and collections.
  • ·Late payments accrue 3% simple interest per annum; non-payment does not reverse IP assignment.
Solo Brands, Inc.8-Kneutralmateriality 5/10

06-04-2026

Solo Brands, Inc. announced the resignation of David McGuire as Chief Accounting Officer on March 31, 2026, to pursue another opportunity, with no disagreements on operations or financial matters; he will remain until May 1, 2026. The Board appointed Paul Seeds, current Vice President of Internal Audit, as successor effective May 2, 2026, bringing over 20 years of experience including roles at The Vitamin Shoppe ($1.2B retailer) and Pier 1 Imports. The company's Class A Common Stock is suspended from NYSE trading and now trades on OTCQB under 'SBDS'.

  • ·Mr. Seeds served as VP and Controller at The Vitamin Shoppe from 2020 to 2024 and nearly two decades at Pier 1 Imports in senior finance roles.
  • ·Mr. Seeds is a Certified Public Accountant in Texas and holds a BBA in Accounting from Texas Tech University.
  • ·No arrangements, family relationships, or reportable transactions involving Mr. Seeds.
SWK Holdings Corp8-Kneutralmateriality 10/10

06-04-2026

SWK Holdings Corporation completed a series of mergers on April 6, 2026, with subsidiaries of Runway Growth Finance Corp. (RWAY), resulting in SWK becoming a wholly-owned subsidiary of RWAY and a change in control. Former SWK shareholders received either 1.7264 shares of RWAY common stock or $20.59 in cash per share (subject to proration), plus $0.74 in guaranteed cash, with RWAY issuing approximately 6,330,640 shares and paying $173,539,245.32 in aggregate cash consideration after adjusting 3,439,429 electing shares. The company terminated its First Horizon Bank credit facility, amended its indenture for the $30.0 million 9.00% Senior Notes due 2027, delisted its common stock from Nasdaq, and replaced its directors and officers.

  • ·Merger Agreement originally dated October 9, 2025.
  • ·Trading of SWKH common stock suspended prior to market open on April 6, 2026; Nasdaq Form 25 to be filed for delisting.
  • ·All outstanding obligations under June 28, 2023 Credit Agreement with First Horizon Bank paid off in full and liens released.
  • ·Company intends to file Form 15 to suspend reporting obligations under Sections 13 and 15(d) of the Exchange Act.

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