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8-K filings in May 2026, explained

1,796 material Form 8-K filings that 1,448 companies we cover made with the SEC in May 2026, each read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). All of them were written later, when past filings were added: a selection, not every 8-K of the month (see the note below).

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TLNTalen Energy Corp May 21, 5:27 PM ET

Talen Energy amends credit deal, cuts loan margins, extends $846M loan to 2032

Neutral financing Written later 1.01

Talen Energy Supply, LLC, a subsidiary of Talen Energy Corporation, amended its credit agreement on May 20, 2026. The amendment reduces the interest margins on its $846 million and $839 million term loan B facilities and its $900 million revolving credit facility, and extends the $846 million facility's maturity from May 2030 to November 2032. Lower margins reduce the borrowing cost for the company's secured debt, but the filing does not state a dollar amount for the expected savings.

  • $846 million term loan B facility (due May 2030) repriced and extended to November 2032
  • $839 million term loan B facility (due December 2031) repriced; term SOFR margin reduced to 1.75%
  • $900 million revolving credit facility repriced; term SOFR margin reduced to 1.50%
  • Other fees, covenants and default terms are substantially unchanged from the prior agreement
Read the filing on SEC.gov ↗
GSRVGSR V Acquisition Corp. May 21, 5:16 PM ET

GSR V Acquisition Corp. closes $230 million IPO of 23 million units

Neutral financing Written later 8.01

On May 15, 2026, GSR V Acquisition Corp., a blank check company, closed its initial public offering of 23,000,000 units at $10.00 each, including 3,000,000 units from the underwriters' over-allotment option, for $230 million in gross proceeds. The full $230 million was placed in a trust account with Odyssey Transfer and Trust Company, and the company's auditor expressed substantial doubt about its ability to continue as a going concern, citing limited cash and ongoing costs of pursuing a business combination.

  • 23,000,000 units sold at $10.00 per unit, including 3,000,000 over-allotment units exercised in full, for $230 million in gross proceeds
  • 671,000 private placement units sold at $10.00 each to GSR IV Sponsor LLC and SPAC Advisory Partners LLC, for about $6.71 million
  • $230 million placed in a trust account with Odyssey Transfer and Trust Company, as shown on the May 15, 2026 balance sheet
  • Cash of $2.2 million as of May 15, 2026; auditor Adeptus Partners, LLC cited substantial doubt about going concern
Read the filing on SEC.gov ↗
RLAYRelay Therapeutics, Inc. May 21, 5:07 PM ET

Relay Therapeutics sells 22.9 million shares at $12.00 each in public offering

Neutral financing Written later 1.01

Relay Therapeutics agreed on May 20, 2026 to sell 22,916,667 shares of common stock at $12.00 per share in an underwritten public offering. The underwriters exercised in full their option to buy 3,437,500 additional shares on May 21, 2026, and the company estimates net proceeds of about $296.8 million, with closing expected on May 22, 2026. The sale adds shares outstanding, which affects existing shareholders' ownership, and the proceeds are the company's own estimate.

  • Offering of 22,916,667 shares at $12.00 per share, under a May 20, 2026 Underwriting Agreement with Jefferies LLC and TD Securities (USA) LLC
  • Underwriters exercised in full their 30-day option for an additional 3,437,500 shares on May 21, 2026
  • Estimated net proceeds of approximately $296.8 million after underwriting discounts and offering expenses
  • Expected closing on May 22, 2026, subject to customary conditions
Read the filing on SEC.gov ↗
SMHISEACOR Marine Holdings Inc. May 21, 5:07 PM ET

SEACOR Marine releases $13.7 million from escrow, cancels $24.6 million Tranche B credit

Neutral financing Written later 1.012.038.01

SEACOR Marine Holdings amended its 2024 credit agreement through a May 20, 2026 letter agreement, releasing $13.7 million from a restricted escrow account and cancelling $24.6 million of undrawn Tranche B commitments that had been reserved for two platform supply vessels. The company says the remaining escrow balance of $41.0 million will fully fund the remaining construction payments without additional Tranche B borrowing. The company also sold all five vessels held for sale for $46.5 million gross proceeds, leaving a fleet of 38 support vessels.

  • Letter agreement dated May 20, 2026 with lender affiliate of EnTrust Global modifies the 2024 Credit Agreement
  • $13.7 million released to SMFH from the escrow account; $24.6 million of undrawn Tranche B commitments cancelled
  • Escrow account holds $41.0 million after the release, to fund remaining payments for two PSVs due in Q4 2026 and Q1 2027
  • All five vessels held for sale, including two PSVs, one FSV and two liftboats, sold for $46.5 million gross as of May 20, 2026
Read the filing on SEC.gov ↗
HIMSHims & Hers Health, Inc. May 21, 5:05 PM ET

Hims & Hers issues $402.5 million of convertible notes due 2032

Neutral financing Written later 1.012.033.02

Hims & Hers issued $402.5 million of senior unsecured convertible notes on May 21, 2026, under an indenture with U.S. Bank Trust Company as trustee. The notes do not bear regular interest and mature on June 1, 2032. Alongside the offering, the company paid approximately $36.7 million for capped call transactions meant to reduce potential dilution from conversions, but the notes add a $402.5 million debt obligation and could lead to issuance of up to 18,057,397 Class A shares.

  • $402.5 million aggregate principal of notes issued May 21, 2026, maturing June 1, 2032, with no regular interest.
  • Initial conversion price of approximately $29.53 per share; maximum of 18,057,397 Class A shares may be issued on conversion at the initial maximum conversion rate.
  • Capped call transactions cost approximately $36.7 million, with an initial cap price of approximately $50.15 per share, a 125.0% premium over the May 18, 2026 last reported sale price.
Read the filing on SEC.gov ↗
TSCOTRACTOR SUPPLY CO /DE/ May 21, 4:52 PM ET

Tractor Supply enters amended $1.30 billion unsecured revolving credit facility

Neutral financing Written later 1.012.03

Tractor Supply entered into an amended and restated credit agreement on May 19, 2026, with Wells Fargo Bank as administrative agent, refinancing outstanding borrowings under its existing senior credit facility. The new facility is a five-year, unsecured revolver of up to $1.30 billion with an option to add up to $500.0 million more, which gives the company an updated borrowing arrangement with stated pricing, a leverage covenant and customary default terms.

  • Revolving credit facility of up to $1.30 billion, with a $75.0 million swingline sublimit and a $150.0 million letter of credit sublimit
  • Five-year term with two one-year extension options requested from lenders; option to add up to $500.0 million in revolver increases or term loans
  • Initial Term SOFR margin of 1.000%, with a leverage ratio covenant of not greater than 4.00 to 1.00
  • Agreement dated May 19, 2026, filed as Exhibit 10.1
Read the filing on SEC.gov ↗
KHCKraft Heinz Co May 21, 4:44 PM ET

Kraft Heinz sells €1.0 billion in notes to fund up to $1.1 billion debt tender

Neutral financing Written later 1.012.037.01

Kraft Heinz Foods Company, a subsidiary of The Kraft Heinz Company, issued €500 million of 3.500% notes due 2031 and €500 million of 3.950% notes due 2034 on May 21, 2026. The net proceeds are earmarked to buy back part of its 4.375% notes due 2046 and 4.875% notes due 2049 under a tender offer capped at $1.1 billion, excluding accrued interest. The filing shows the tender is being partly filled, with the 2046 notes accepted on a prorated basis and no 2049 notes accepted at the early tender stage.

  • Issued €500,000,000 of 3.500% senior notes due May 21, 2031 and €500,000,000 of 3.950% senior notes due May 21, 2034
  • Tender offer cap is $1,100,000,000 combined, excluding accrued and unpaid interest
  • Accepted $1,379,414,000 of 2046 notes, about 49.51% of those outstanding, at a proration factor of about 78.77%; no 2049 notes accepted
  • Early settlement on May 26, 2026; tender offer expires June 5, 2026
Read the filing on SEC.gov ↗
SCHWSCHWAB CHARLES CORP May 21, 4:38 PM ET

Schwab Sells $2.25 Billion of Senior Notes Due 2030 and 2037

Neutral financing Written later 8.01

On May 21, 2026, The Charles Schwab Corporation issued $1.0 billion of 4.744% notes due 2030 and $1.25 billion of 5.493% notes due 2037, with net proceeds of about $2,236 million after underwriting discounts and expenses. The notes were sold under an underwriting agreement dated May 18, 2026, and are a debt financing rather than an equity issuance, so the filing does not indicate a direct change to share count.

  • Total principal: $2.25 billion across two tranches ($1.0 billion due 2030 at 4.744%; $1.25 billion due 2037 at 5.493%)
  • Net proceeds of approximately $2,236 million after underwriting discounts and estimated offering expenses
  • Issued under a Senior Indenture dated November 14, 2025 with The Bank of New York Mellon Trust Company, N.A. as trustee, and an offering led by BofA Securities, Citigroup, Goldman Sachs, J.P. Morgan and Wells Fargo Securities as representat
Read the filing on SEC.gov ↗
ONTOONTO INNOVATION INC. May 21, 4:38 PM ET

Onto Innovation issues $1.5 billion of 0.00% convertible notes due 2031

Neutral financing Written later 1.012.033.028.01

Onto Innovation issued $1.5 billion of 0.00% convertible senior notes maturing June 1, 2031, including a $200 million option that the initial purchasers exercised in full. The initial conversion price is about $381.80 per share, a premium of about 50% to the $254.53 share price on May 18, 2026, so conversion could dilute shareholders, and the company used part of the proceeds for a concurrent share repurchase and capped call transactions.

  • Issued $1.5 billion aggregate principal on May 21, 2026, including $200 million from the option exercised May 19, 2026
  • Notes carry no regular interest and mature June 1, 2031; initial conversion price is about $381.80 per share
  • About $205 million of proceeds is earmarked to repurchase about 0.8 million shares at $254.53 per share, with about $77.1 million used for capped calls
Read the filing on SEC.gov ↗
GOOGLAlphabet Inc. May 21, 4:25 PM ET

Alphabet closes ¥576.9 billion yen-denominated senior notes offering

Neutral financing Written later 8.01

On May 21, 2026, Alphabet closed underwritten public offerings of ¥576.9 billion in Japanese yen-denominated senior notes under its Form S-3 shelf registration. The notes carry fixed rates from 1.965% to 4.599% and mature between 2029 and 2066, so the offering adds long-term debt to Alphabet's balance sheet.

  • Total aggregate principal stated as ¥576.9 billion, across seven tranches
  • Coupons range from 1.965% (due 2029) to 4.599% (due 2066)
  • Notes were issued under a February 12, 2016 indenture with The Bank of New York Mellon Trust Company, N.A., as trustee
Read the filing on SEC.gov ↗

Victory Capital refinances term loans at lower rates under Seventh Credit Amendment

Neutral financing Written later 1.012.03

On May 18, 2026, Victory Capital entered into a Seventh Amendment to its credit agreement with Bank of America, N.A. as administrative agent, refinancing existing term loans with repriced term loans. The new loans carry interest at SOFR plus 1.75% or an alternate base rate plus 0.75%, and otherwise have substantially similar terms. The filing does not state the loan amounts or the rates on the prior loans, so the size of any savings to shareholders cannot be determined from this document.

  • Agreement dated May 18, 2026, amends the Credit Agreement originally dated July 1, 2019
  • Repriced term loans bear interest at SOFR plus 1.75% or alternate base rate plus 0.75%, at the company's option
  • Other terms remain substantially similar to the existing term loans
  • Full amendment filed as Exhibit 10.1
Read the filing on SEC.gov ↗
GATXGATX CORP May 21, 4:17 PM ET

GATX amends credit agreement, extends maturity to May 2031 and lowers borrowing margins

Positive financing Written later 1.012.03

GATX amended its five-year credit agreement on May 21, 2026, extending the termination date by one year to May 21, 2031. The amendment also lowers the margins on revolving loans and the facility fee, with pricing tied to the company's public credit rating, which can reduce borrowing costs and extend the availability of its credit line.

  • Termination date extended from May 21, 2030 to May 21, 2031
  • SOFR-based margins set at 80.5 to 130 basis points, grid tied to public credit rating
  • Facility fee set at 7 to 20 basis points, grid tied to public credit rating
  • Amendment among GATX, Citibank, N.A. as administrative agent, and participating lenders
Read the filing on SEC.gov ↗
LUMNLumen Technologies, Inc. May 21, 4:05 PM ET

Lumen unit completes $1.00 billion 7.500% senior notes offering due 2037

Neutral financing Written later 1.012.03

Lumen Technologies' indirect subsidiary Level 3 Financing completed a $1.00 billion offering of 7.500% Senior Notes due 2037 on May 21, 2026, and used part of the proceeds to buy back certain of its unsecured notes through concurrent tender offers. The new debt adds to the company's borrowing obligations, with interest payable semiannually starting February 15, 2027.

  • Offering size: $1.00 billion aggregate principal of 7.500% Senior Notes due 2037, sold to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S
  • Proceeds partly used to fund purchases of certain unsecured notes through concurrent tender offers, plus fees and expenses
  • Interest accrues from May 21, 2026, payable February 15 and August 15, first payment February 15, 2027
  • Optional redemption at make-whole premium before August 15, 2031; change of control offer at 101% of principal
Read the filing on SEC.gov ↗
RACCResearch Alliance Corp III May 21, 4:01 PM ET

Research Alliance III closes $75 million IPO of 7.5 million Class A shares

Neutral financing Written later 1.013.025.025.038.01

Research Alliance Corporation III, a blank check company, completed its initial public offering of 7,500,000 Class A ordinary shares at $10.00 per share on May 21, 2026, for gross proceeds of $75,000,000 before underwriting discounts and offering expenses. The full $75,000,000 of net proceeds from the IPO and private placement, including a $2,250,000 deferred underwriter commission, was deposited in a trust account for public shareholders, and the company's letter agreements contemplate liquidation if a business combination is not completed within 24 months of the IPO closing.

  • IPO of 7,500,000 Class A ordinary shares at $10.00 per share, with gross proceeds of $75,000,000, consummated May 21, 2026
  • $75,000,000 deposited in trust account with Continental Stock Transfer & Trust Company as trustee, including a $2,250,000 deferred underwriter commission
  • Sponsor bought 275,000 private placement shares at $10.00 per share for $2,750,000, with transfer restrictions until 30 days after an initial business combination
  • Michael F. MacLean and Timothy J. Miller joined the board on May 19, 2026; MacLean chairs the Audit Committee and Miller chairs the Nominating and Compensation committees
Read the filing on SEC.gov ↗
AMANAmanat Acquisition Corp. May 21, 9:10 AM ET

Amanat Acquisition Corp. completes $75 million IPO of 7.5 million Class A shares

Neutral financing Written later 1.013.025.025.038.01

On May 18, 2026, Amanat Acquisition Corp. completed its initial public offering of 7,500,000 Class A ordinary shares at $10.00 per share, for gross proceeds of $75 million, and sold 300,000 private placement shares to its sponsor for $3 million. The filing says $75 million from the IPO and private placement was placed in a trust account, and the trust funds generally cannot be released until a business combination is completed or public shares are redeemed, including if no business combination is completed within 24 months of the IPO closing.

  • IPO: 7,500,000 Class A ordinary shares at $10.00 per share, $75 million in gross proceeds, consummated May 18, 2026; underwriter Leerink Partners LLC holds a 45-day option for up to 1,125,000 additional shares
  • Private placement: 300,000 shares sold to Amanat Sponsor Holdings LLC at $10.00 per share, generating $3 million
  • Trust account: $75 million held by Continental Stock Transfer & Trust Company; redemption deadline is 24 months from the IPO closing
  • Board: Rakhi Kumar, Brad Middlekauff and Patrick Crutcher appointed independent directors on May 18, 2026
Read the filing on SEC.gov ↗
HAWKHawkEye 360, Inc. May 21, 7:31 AM ET

HawkEye 360 enters $125.0 million revolving credit facility, repays prior term loans

Neutral financing Written later 1.011.022.03

HawkEye 360 entered a new $125.0 million senior secured revolving credit facility maturing May 19, 2031, with Bank of America, N.A. as administrative agent. The company used the proceeds environment of this facility to repay in full its Silicon Valley Bank senior term loan and First-Citizens mezzanine loan, which terminated those commitments and released related security interests. The filing gives no amount drawn under the new facility, so shareholders can see the debt terms but not yet how much new borrowing the company has taken on.

  • New $125.0 million senior secured revolving credit facility dated May 19, 2026, maturing May 19, 2031
  • Loans priced at Term SOFR plus 2.25% to 3.00%, or an alternate base rate plus 1.25% to 2.00%, based on Total Net Leverage Ratio
  • Financial covenants include maximum Total Net Leverage Ratio of 3.50:1.00 stepping down to 3.00:1.00, and minimum Interest Coverage Ratio of 3.00:1.00
  • On May 18, 2026, the company repaid in full its Silicon Valley Bank senior term loan and First-Citizens mezzanine loan
Read the filing on SEC.gov ↗

Mayville Engineering prices 4.348 million share offering at $20 per share

Neutral financing Written later 1.017.01

Mayville Engineering Company (NYSE: MEC) agreed on May 19, 2026 to sell 4,348,000 new shares of common stock at $20.00 per share, for gross proceeds of about $86.9 million before underwriting discounts and offering expenses. The underwriters also exercised in full their 30-day option to buy 652,000 more shares on May 20, 2026, and the offering is expected to close on May 21, 2026. The company plans to use about $93.9 million in net proceeds mainly to reduce its senior secured revolving credit facility, fund growth-sector capital expenditures and for working capital.

  • 4,348,000 shares priced at $20.00 per share, for about $86.9 million in gross proceeds before discounts and expenses
  • Underwriters exercised their 652,000-share option in full on May 20, 2026
  • Expected closing on May 21, 2026, with about $93.9 million in net proceeds
  • Part of the repayment relates to borrowings used for the Accu-fab acquisition completed in July 2025; the revolver matures June 28, 2028 and carried a 6.42% rate as of March 31, 2026
Read the filing on SEC.gov ↗

Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.

Briefs marked “Written later” were written in November 2026 for filings that were by then more than three weeks old, so months before mid-October 2026 hold a selection: every material 8-K of the past year for the 100 largest companies we cover and the last 15 important 8-Ks of every other one. Briefs the number check holds back are not shown or counted. Also: the last 45 days, briefs by company, A–Z and the live SEC filings wire.