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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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RACCResearch Alliance Corp III May 28, 5:26 PM ET

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

Neutral financing Written later 8.01

Research Alliance Corporation III, a blank check company, closed its initial public offering of 7,500,000 Class A ordinary shares at $10.00 per share on May 21, 2026, generating gross proceeds of $75 million before underwriting discounts and offering expenses. The full $75 million was deposited in a trust account for public shareholders, and the company has not yet selected a business combination target.

  • IPO of 7,500,000 Class A ordinary shares at $10.00 per share, closed May 21, 2026
  • Private placement of 275,000 Class A shares to sponsor Research Alliance Holdings III LLC for $2.75 million
  • $75 million placed in trust account with Continental Stock Transfer & Trust Company as trustee
  • Company has 24 months from IPO closing to complete a business combination, per the filing's Note 1
Read the filing on SEC.gov ↗
KMTKENNAMETAL INC May 28, 5:06 PM ET

Kennametal prices $300 million of 5.800% senior notes due 2036

Neutral financing Written later 1.012.038.01

Kennametal completed a $300 million sale of 5.800% senior notes due May 28, 2036, with net proceeds of about $295.9 million. The company plans to use the proceeds to fund its concurrent tender offer for its 4.625% senior notes due 2028, with any excess used for general corporate purposes.

  • Notes: $300,000,000 aggregate principal, 5.800% coupon, due May 28, 2036
  • Estimated net proceeds of approximately $295,932,716 after underwriters' discount and offering expenses
  • Proceeds earmarked to buy 2028 Notes tendered in a concurrent tender offer; excess may repay other debt
  • Underwriters include BofA Securities, BNP Paribas Securities and PNC Capital Markets, under an agreement dated May 19, 2026
Read the filing on SEC.gov ↗
PBFPBF Energy Inc. May 28, 4:44 PM ET

PBF Energy closes $500 million 7.250% senior notes due 2034 to redeem 2028 notes

Neutral financing Written later 1.012.03

PBF Energy's subsidiary PBF Holding issued $500.0 million of 7.250% senior unsecured notes due June 1, 2034, netting about $492.7 million after discounts and expenses. The company plans to use the proceeds and available cash to fully redeem its outstanding 6.00% senior notes due 2028, which refinances existing debt and adds $500.0 million of new long-term borrowing.

  • Notes: $500.0 million principal, 7.250%, due June 1, 2034; interest paid semi-annually from December 1, 2026
  • Net proceeds of approximately $492.7 million after initial purchasers' discount and offering expenses
  • Proceeds and available cash to fund full redemption of 6.00% senior unsecured notes due 2028
  • Indenture includes limits on additional debt, dividends and share repurchases, asset sales and affiliate transactions
Read the filing on SEC.gov ↗
ADTADT Inc. May 28, 4:42 PM ET

ADT adds $100 million to term loan; shareholders re-elect three directors

Neutral financing Written later 1.012.035.07

On May 27, 2026, ADT subsidiaries borrowed $100 million of additional first lien term A loans under an existing credit agreement with Fifth Third Bank as administrative agent, bringing term A loans outstanding to about $422,969,000. The same day, shareholders re-elected three directors, approved executive compensation on an advisory basis, and ratified PricewaterhouseCoopers LLP as auditor, after two Apollo-designated directors withdrew following Apollo's sale of all its ADT common stock.

  • $100 million of incremental first lien term A loans incurred May 27, 2026; about $422,969,000 outstanding after the add-on
  • Proceeds will be used for general corporate purposes
  • Thomas Gartland, Danielle Tiedt and Sigal Zarmi re-elected; Apollo designees Nicole Bonsignore and Reed B. Rayman withdrawn as nominees
  • Shareholders approved executive compensation and ratified PricewaterhouseCoopers LLP for fiscal year ending December 31, 2026
Read the filing on SEC.gov ↗
WWDWoodward, Inc. May 28, 4:35 PM ET

Woodward signs $1 billion revolving credit deal and borrows $250 million term loan

Neutral financing Written later 1.012.03

Woodward entered a Third Amended and Restated Credit Agreement that keeps up to $1 billion of revolving commitments and extends their termination date from October 21, 2027 to May 28, 2031. On the same day it also entered a $250 million term loan maturing May 28, 2031, and borrowed $413 million under the revolver and the full $250 million under the term loan. Shareholders should note the higher borrowing, which carries a maximum leverage ratio covenant and default acceleration terms.

  • Revolving commitments of up to $1 billion extended from October 21, 2027 to May 28, 2031
  • $413 million revolver borrowing on May 28, 2026, used with cash on hand to repay the existing revolving credit agreement and pay fees
  • $250 million term loan borrowed May 28, 2026, for working capital and general corporate purposes, maturing May 28, 2031
  • Loans bear interest at adjusted term SOFR plus 0.875% to 1.75%, and both agreements include a maximum leverage ratio covenant
Read the filing on SEC.gov ↗
TVETennessee Valley Authority May 28, 4:31 PM ET

TVA closes $2 billion Cumberland gas plant lease-purchase, cuts executive incentive pay caps

Neutral financing Written later 1.012.035.02

On May 26, 2026, TVA completed a lease-purchase of its Cumberland Combined Cycle Generation Facility in Stewart County, Tennessee. The buyer, Cumberland Combined Cycle Generation LLC, is funded by $200 million of equity and $1.8 billion of secured notes, and TVA will receive $1,931,875,011 at closing; TVA will lease the plant back for 30 years and make semiannual rent payments through May 15, 2056. Separately, the board cut maximum payouts under its executive incentive plans, effective for fiscal years 2025 to 2027.

  • On or about May 26, 2026, CCCGL pays TVA $1,931,875,011 under the Head Lease and Construction Management Agreement, with $68,124,989 deposited with a lease indenture trustee.
  • CCCGL funds the deal with $200 million of equity and $1.8 billion of secured notes; TVA plans to use its proceeds for its power program and transaction expenses.
  • TVA leases the facility back for 30 years, with rent paid each May 15 and November 15 from November 15, 2026 through May 15, 2056; the first debt-portion rent is $62,416,544.
  • The Executive Annual Incentive Plan maximum payout falls from 225% to 150% of target, and the Long-Term Incentive Plan maximum falls from 200% to 150% of grant.
Read the filing on SEC.gov ↗
HNNAHENNESSY ADVISORS INC May 28, 4:15 PM ET

Hennessy Advisors to redeem $40.25 million of 4.875% notes on June 30, 2026

Neutral financing Written later 8.01

Hennessy Advisors delivered a notice of full redemption on its outstanding 4.875% notes due 2026, which have $40.25 million in principal outstanding. Holders will receive 100% of principal plus accrued and unpaid interest on June 30, 2026, after which the notes will stop accruing interest and be delisted from Nasdaq. The filing describes a repayment of existing debt in full rather than a change in the company's operations or results.

  • Aggregate outstanding principal of the notes is $40.25 million as of the notice date.
  • Redemption price is 100% of principal plus accrued and unpaid interest to, but not including, June 30, 2026.
  • After redemption, no notes will remain outstanding and the notes will cease to trade on Nasdaq under symbol HNNAZ.
Read the filing on SEC.gov ↗
MMSMAXIMUS, INC. May 28, 4:15 PM ET

Maximus adds $325 million in term B loans under amended JPMorgan credit agreement

Neutral financing Written later 1.012.03

Maximus entered into a Second Amendment to its credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, on May 27, 2026. The amendment provides $325 million of new Tranche B-1 term loans, an increase to the existing term B loans, which the company may use to repay revolving loans, repurchase its capital stock, fund working capital, and pay fees. The added debt increases the company's borrowings, and shareholders will bear the cost of the loans, though the filing does not state how the proceeds will be split among these uses.

  • New Tranche B-1 Term Loans totaling $325,000,000 added as an increase to existing term B loans
  • Loans have the same terms as the existing term B loans under the Credit Agreement
  • Proceeds may repay revolving loans, repurchase capital stock, fund working capital, and pay fees and expenses
  • Amendment dated May 27, 2026; full text filed as Exhibit 10.1
Read the filing on SEC.gov ↗
HSTHOST HOTELS & RESORTS, INC. May 28, 4:06 PM ET

Host Hotels amends $600 million share sales agreement, extends expiration date

Neutral financing Written later 1.01

Host Hotels & Resorts amended its distribution agreement for selling up to $600 million of common stock, extending its expiration from May 31, 2026 until the earlier of a $600 million sale, company termination, or termination by the agents or purchasers. The company has not sold any shares under the agreement to date, so the amendment sets no current dilution, but it keeps the option open for future equity sales.

  • Amendment dated May 27, 2026 extends the agreement's expiration from May 31, 2026.
  • Program covers up to $600 million of common stock, par value $0.01 per share, and no shares have been sold to date.
  • Settlement for shares sold is updated to the next business day (T+1); no other terms changed.
Read the filing on SEC.gov ↗
PENNPENN Entertainment, Inc. May 28, 4:05 PM ET

PENN Entertainment amends credit agreement, repricing $962.5 million term loan B to 2033

Positive financing Written later 1.012.03

PENN Entertainment entered a fourth amendment to its credit agreement on May 28, 2026, repricing and extending its $962.5 million term loan B facility to May 2033. The amendment lowers the term loan B interest rate margins, which reduces borrowing costs on that facility, while the term loan A and revolving facility maturities are unchanged.

  • Term loan B facility of $962.5 million now matures in May 2033.
  • Term SOFR loan margin falls from 2.50% to 2.00%.
  • Base rate loan margin falls from 1.50% to 1.00%.
  • Term loan A and revolving facility maturities remain unchanged.
Read the filing on SEC.gov ↗
KMIKINDER MORGAN, INC. May 28, 4:02 PM ET

Kinder Morgan amends $3.5 billion revolver, extends maturity to May 21, 2031

Neutral financing Written later 1.012.03

Kinder Morgan entered into an Amended and Restated Revolving Credit Agreement on May 21, 2026, with Barclays Bank PLC as administrative agent, replacing its $3.5 billion revolving credit facility. The amendment extends the maturity from August 20, 2026 to May 21, 2031 and raises swingline loan capacity from $50 million to $400 million, giving the company longer-dated committed borrowing capacity.

  • Facility size referenced in the filing: $3.5 billion revolving credit agreement dated August 20, 2021
  • Stated maturity extended from August 20, 2026 to May 21, 2031
  • Swingline loan capacity increased from $50 million to $400 million
  • Agreement dated May 21, 2026; 8-K signed May 28, 2026 by CFO David P. Michels
Read the filing on SEC.gov ↗
RPRXRoyalty Pharma plc May 28, 4:01 PM ET

Royalty Pharma enters $1.8 billion unsecured revolving credit facility maturing 2031

Neutral financing Written later 1.012.03

On May 22, 2026, Royalty Pharma signed a new $1.8 billion unsecured revolving credit agreement with Bank of America, N.A. as administrative agent, replacing its September 15, 2021 facility in full. The new facility matures May 22, 2031, and the filing lists financial covenants that shareholders can track.

  • Facility size is $1.8 billion, unsecured, with Bank of America, N.A. as administrative agent
  • Replaces the Existing Credit Agreement dated September 15, 2021; all obligations under it were repaid and its commitments terminated
  • Maturity date is May 22, 2031
  • Covenants require a consolidated leverage ratio at or below 4.00 to 1.00 and a coverage ratio of at least 2.50 to 1.00
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.