AI filing briefs · archive

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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AALAmerican Airlines Group Inc. May 29, 5:24 PM ET

American Airlines refinances $1.15 billion term loans, adds $703.2 million more debt

Neutral financing Written later 1.012.03

American Airlines, Inc. and parent American Airlines Group Inc. signed a Twelfth Amendment to their 2015 credit agreement, refinancing existing term loans in full with $1,146.8 million of new term loans and adding $703.2 million of incremental term loans. The new loans carry a higher spread than the SOFR-based or base-rate options specified in the filing and mature on May 29, 2033, so the airline's total term debt under this facility increases, which shareholders should weigh against the longer maturity.

  • Refinancing term loans: $1,146.8 million, replacing existing term loans in full
  • Incremental term loans: $703.2 million, bringing total 2026 term loans to about $1.85 billion
  • Interest: base rate plus 2.00% margin, or three-month SOFR plus 3.00% margin, both with 0.00% floors
  • Maturity May 29, 2033; annual repayments of 1.00% starting on the first anniversary
Read the filing on SEC.gov ↗
HSDTSolana Co May 29, 5:16 PM ET

Solana Co amends at-the-market sales deal, raising offering capacity to $250 million

Neutral financing Written later 1.01

Solana Company entered into an amended sales agreement with Clear Street LLC and Maxim Group LLC on May 29, 2026, raising the aggregate gross sales price of Class A shares it may sell under its at-the-market offering from $92.8 million to $250 million. The filing states that no sales are obligated and that no assurance is given any shares will be sold, so the change adds capacity for share issuance that could dilute existing shareholders if used.

  • Offering capacity increased from $92.8 million to $250 million, excluding shares sold under the prior prospectus supplement.
  • As of May 29, 2026, the company had sold shares for aggregate gross proceeds of $24,657,697.51 under the prior arrangement.
  • Agents may be paid commissions of up to 3.00% of gross proceeds from each sale.
  • Cooley LLP issued a legal opinion on the validity of the shares; the agreement was filed as Exhibit 10.1.
Read the filing on SEC.gov ↗
EXFYExpensify, Inc. May 29, 5:15 PM ET

Expensify regains Nasdaq minimum bid price compliance after 10 days above $1.00

Neutral legal/regulatory Written later 8.01

Nasdaq told Expensify on May 28, 2026 that the company has regained compliance with the $1.00 minimum bid price requirement and that the matter is closed. The Class A stock closed at $1.00 or higher for the 10 consecutive business days from May 13 to May 27, 2026, resolving a deficiency notice received April 17, 2026.

  • Nasdaq deficiency notice received April 17, 2026 for closing bid price below $1.00 for 30 consecutive business days
  • Nasdaq confirmed on May 28, 2026 that the stock closed at $1.00 or higher from May 13 to May 27, 2026
  • Nasdaq considers the minimum bid price matter closed
Read the filing on SEC.gov ↗
CORCencora, Inc. May 29, 5:10 PM ET

Cencora names Eva Boratto CFO effective June 29; reaffirms FY2026 EPS guidance

Neutral leadership Written later 5.027.01

Cencora appointed Eva C. Boratto, currently CFO of Bath & Body Works, as Executive Vice President and Chief Financial Officer, effective June 29, 2026, succeeding James F. Cleary, who is retiring and will advise through the end of 2026. The company also reaffirmed its fiscal 2026 adjusted diluted EPS guidance of $17.70 to $17.90 and its long-term growth targets.

  • Eva C. Boratto succeeds James F. Cleary as CFO, effective June 29, 2026; Cleary serves in an advisory role through the end of 2026
  • Boratto's compensation includes a $1,000,000 base salary, a 100% annual bonus target, a $2,000,000 one-time sign-on bonus, and a $6,000,000 restricted stock unit award
  • Fiscal 2026 adjusted diluted EPS guidance of $17.70 to $17.90 was reaffirmed; it was previously updated on May 21, 2026 from $17.65 to $17.90 after share repurchases
Read the filing on SEC.gov ↗

Seacoast Banking Director H. Gilbert Culbreth Jr. to Resign from Board Effective June 15

Neutral leadership Written later 5.02

Seacoast Banking Corporation of Florida disclosed that director H. Gilbert Culbreth Jr. notified the company on May 27, 2026, of his decision to resign from its Board of Directors, effective June 15, 2026. He will remain on the board of its principal operating subsidiary, Seacoast National Bank, and the company said the resignation was for personal reasons and not due to any disagreement.

  • Resignation notified May 27, 2026; effective June 15, 2026
  • Culbreth was appointed to the Company's Board in 2008 and sat on the compensation and governance committee
  • Culbreth will remain on the board of Seacoast National Bank
  • Company states the resignation was for personal reasons and not a result of any disagreement
Read the filing on SEC.gov ↗
NEOVNeoVolta Inc. May 29, 5:00 PM ET

NeoVolta Sells 12,195,122 Shares at $2.05 in Offering Expected to Raise $25.0 Million

Neutral financing Written later 1.018.01

NeoVolta issued 12,195,122 common shares at $2.05 each on May 29, 2026, in an underwritten public offering led by Lake Street Capital Markets. The company expects net proceeds of approximately $23.5 million, which it plans to use for joint venture obligations, working capital and general corporate purposes. The issuance adds new shares that dilute existing holders, and the company also disclosed a non-binding letter of intent with an existing investor for about 1.1 GWh of utility-scale battery storage supply.

  • 12,195,122 shares sold at $2.05 per share; underwriters hold a 30-day option for up to 1,829,268 more shares
  • Net proceeds of approximately $23.5 million excluding any option exercise, after estimated offering expenses; underwriting discount is 6.0%
  • Company agreed not to issue or sell additional shares for sixty days after May 27, 2026; executive officers and directors are also subject to lock-up agreements
  • May 26, 2026 non-binding letter of intent with Infinite Grid Capital covering about 1.1 GWh across three initial projects; no purchase obligation until definitive agreements are signed
Read the filing on SEC.gov ↗
ECPGENCORE CAPITAL GROUP INC May 29, 4:51 PM ET

Encore Capital Group issues €325.0 million senior secured notes due 2033

Neutral financing Written later 1.012.03

Encore Capital Group issued €325.0 million of senior secured floating rate notes due July 15, 2033, under an indenture dated May 28, 2026. The notes are secured by substantially all of the company's and guarantors' assets and bear interest at three-month EURIBOR (0% floor) plus 3.250% per annum. The filing describes new debt financing and does not report any use of proceeds or effect on earnings.

  • Principal: €325.0 million aggregate principal amount, issued May 28, 2026
  • Interest: three-month EURIBOR (0% floor) plus 3.250% per annum, reset quarterly
  • First interest payment July 15, 2026; maturity July 15, 2033
  • Trustee GLAS Trust Company LLC; security agent Truist Bank; secured by substantially all company and guarantor assets
Read the filing on SEC.gov ↗
SCSCSCANSOURCE, INC. May 29, 4:45 PM ET

ScanSource eliminates CIO role; Rachel Hayden's position ends June 8, 2026

Neutral leadership Written later 5.02

ScanSource notified Rachel Hayden, its Senior Executive Vice President and Chief Information Officer, on May 22, 2026 that her role will be eliminated effective June 8, 2026. She is entitled to severance under the company's Executive Severance Plan and is subject to restrictive covenants in that plan, and the filing gives no replacement or financial figures.

  • Role of Senior Executive Vice President and Chief Information Officer eliminated effective June 8, 2026
  • Company notified Rachel Hayden on May 22, 2026
  • Hayden entitled to severance under the Executive Severance Plan, with non-compete and non-solicitation terms
  • Filing does not state a severance amount or a successor
Read the filing on SEC.gov ↗
NAVINavient LLC May 29, 4:42 PM ET

Navient completes $500 million offering of 9.375% senior notes due 2031

Neutral financing Written later 1.012.03

Navient Corporation completed a public offering of $500 million in aggregate principal amount of 9.375% senior notes due 2031 on May 29, 2026. The notes were issued under a 2014 base indenture as supplemented, with The Bank of New York Mellon as trustee, and add $500 million of new direct debt for shareholders to weigh.

  • Offering size: $500 million aggregate principal amount of 9.375% senior notes due 2031, completed May 29, 2026
  • Underwriting agreement dated May 26, 2026, with BofA Securities, Barclays Capital, J.P. Morgan Securities and RBC Capital Markets as representatives of the underwriters
  • Notes issued under a base indenture dated July 18, 2014, amended by a seventeenth supplemental indenture dated May 29, 2026, with The Bank of New York Mellon as trustee
  • Offering made under a Form S-3 shelf registration filed May 2, 2025
Read the filing on SEC.gov ↗
BXPBXP, Inc. May 29, 4:36 PM ET

BXP to sell Sumner Square DC property for $63 million, recording ~$18 million impairment

Negative restructuring Written later 2.06

On May 27, 2026, a BXP subsidiary agreed to sell three Washington, DC buildings on Sumner Square for a gross price of $63 million, as part of the asset sales plan from its September 2025 Investor Day. Because the property's carrying value exceeds expected net proceeds, BXP will record a non-cash impairment loss of approximately $18 million in the second quarter of 2026, which the company expects to cut earnings per diluted share by about $0.10 but not affect Funds from Operations. The sale is not assured to close on current terms.

  • Gross purchase price of $63 million for the Sumner Square leasehold and three buildings in Washington, DC
  • Non-cash impairment loss of approximately $18 million at BXP, Inc. and $17 million at BPLP, recorded in Q2 2026
  • Expected reduction of about $0.10 per diluted share/unit to net income for Q2 and full-year 2026; no impact on Funds from Operations
  • Buyer paid a non-refundable cash deposit of approximately $6 million, to be credited at closing
Read the filing on SEC.gov ↗

Averin Capital Acquisition appoints Akiko Moni Miyashita to its board of directors

Neutral leadership Written later 5.02

Averin Capital Acquisition Corp., a special purpose acquisition company (SPAC), appointed Akiko Moni Miyashita to its board effective immediately on May 28, 2026. She is a former Valo Health and IBM corporate strategy and M&A executive, and she signed a joinder to the company's February 18, 2026 letter agreement, which includes redemption waivers and voting commitments for an initial business combination.

  • Board appointment made May 28, 2026, effective immediately; Ms. Miyashita will serve in the first class of directors until the first annual general meeting.
  • Ms. Miyashita, age 70, is founder of Beacon Hill Strategy Group and previously served as Executive Vice President and Chief Strategy Officer of Valo Health, LLC (May 2019 to September 2024).
  • She signed a joinder to the February 18, 2026 letter agreement, under which signatories agreed to waive certain redemption rights and vote in favor of an initial business combination.
  • She also signed a joinder to the February 18, 2026 registration rights agreement and entered into a standard director indemnity agreement.
Read the filing on SEC.gov ↗

First Interstate: three directors retire, board shrinks to 11 after annual meeting

Neutral leadership Written later 5.025.035.07

Three directors, Patricia L. Moss, David L. Jahnke and Stephen M. Lacy, were deemed to have retired on May 27, 2026, under the company's director retirement age policy of 72, and the board was reduced from 14 to 11 seats. Shareholders also approved a charter amendment, effective May 28, 2026, that applies a plurality voting standard to contested director elections while keeping majority voting for uncontested elections.

  • Moss, Jahnke and Lacy were deemed retired and resigned from the board on May 27, 2026, before the 2026 annual meeting; the company said none of the retirements involved a disagreement with the company.
  • Board size was reduced from 14 to 11 directors, with each class reduced to avoid vacancies.
  • Shareholders approved the charter amendment: 72,701,511 for and 1,281,015 against; it took effect with a filing on May 28, 2026.
  • Shareholders voted on the auditor: Ernst & Young LLP was ratified for fiscal 2026 with 79,488,279 votes for and 233,150 against.
Read the filing on SEC.gov ↗
KKRKKR & Co. Inc. May 29, 4:16 PM ET

KKR elects 11 directors to board, all already serving as directors

Neutral leadership Written later 5.025.07

On May 29, 2026, KKR & Co. Inc. disclosed that KKR Management LLP elected 11 named individuals to its Board of Directors under Section 3.02 of the company's bylaws. Each was already serving as a director at the time of election, so the filing describes a formal confirmation rather than a change in board membership.

  • Election date: May 29, 2026, by KKR Management LLP under Section 3.02 of the Amended and Restated Bylaws
  • Directors named include Henry R. Kravis, George R. Roberts, Joseph Y. Bae, Scott C. Nuttall and Patricia F. Russo
  • Non-employee directors continue to receive compensation under the existing program described in the 2025 Form 10-K
  • The filing does not report any shareholder vote results under Item 5.07
Read the filing on SEC.gov ↗
XYLXylem Inc. May 29, 4:15 PM ET

Xylem completes $1 billion in senior notes sale due 2033 and 2036

Neutral financing Written later 1.012.038.01

Xylem completed a $1 billion public offering of two series of senior unsecured notes on May 29, 2026. The company plans to use the 2033 notes' proceeds to repay its $500 million 3.250% notes due November 1, 2026, and the 2036 proceeds to fund eligible blue projects, which adds debt that shareholders will need to see serviced.

  • $500 million of 5.200% Senior Notes due June 1, 2033
  • $500 million of 5.450% Senior Blue Notes due June 1, 2036
  • Proceeds from the 2033 notes intended to repay $500 million of 3.250% notes maturing November 1, 2026
  • Interest payable semiannually on June 1 and December 1, starting December 1, 2026
Read the filing on SEC.gov ↗

LyondellBasell amends receivables facility, cuts maximum to $700 million, extends to June 2027

Neutral financing Written later 1.012.03

LyondellBasell subsidiaries amended the structured accounts receivables facility, effective June 26, 2026. The amendment extends the facility's term to June 25, 2027 and reduces the maximum amount available from $900 million to $700 million. The filing says no receivable purchases or letters of credit were outstanding as of May 29, 2026.

  • Maximum amount available cut from $900 million to $700 million
  • Facility term extended to June 25, 2027
  • Amendment effective June 26, 2026; agreement signed May 29, 2026
  • No trade receivable purchases or letters of credit outstanding as of May 29, 2026
Read the filing on SEC.gov ↗
CARAVIS BUDGET GROUP, INC. May 29, 4:15 PM ET

Avis Budget Names Tina Goldenberg Chief Accounting Officer, Effective June 15, 2026

Neutral leadership Written later 5.02

Avis Budget Group appointed Tina Goldenberg as Vice President and Chief Accounting Officer, effective June 15, 2026, succeeding Cathleen DeGenova, who is retiring. DeGenova remains Senior Vice President and Chief Accounting Officer until June 14, 2026, and will advise the company through April 1, 2027. The change is a routine succession in a finance role and does not alter reported results.

  • Tina Goldenberg, age 42, appointed Vice President and Chief Accounting Officer, effective June 15, 2026
  • Goldenberg's offer letter sets an annual base salary of $270,000 and a target annual incentive of 45% of base salary
  • Cathleen DeGenova, who is retiring after 13 years, serves until June 14, 2026 and advises through April 1, 2027
Read the filing on SEC.gov ↗
EFCEllington Financial Inc. May 29, 4:13 PM ET

Ellington Financial stockholders approve 2026 Equity Incentive Plan and elect directors

Neutral shareholder Written later 5.025.07

At its May 28, 2026 annual meeting, Ellington Financial stockholders approved the 2026 Equity Incentive Plan, elected directors to terms ending at the 2027 annual meeting, approved executive pay on an advisory basis, and ratified PricewaterhouseCoopers LLP as auditor for 2026. The plan approval adds a new equity award framework that shareholders will be able to review in the filed plan text.

  • Equity Incentive Plan: 55,004,182 votes for, 2,837,889 against, 887,986 abstentions, 33,067,881 broker non-votes
  • Say-on-pay (advisory): 54,695,130 for and 3,273,132 against
  • PricewaterhouseCoopers LLP ratified as independent accounting firm for the year ending December 31, 2026, with 90,170,282 votes for
  • Annual meeting held May 28, 2026; plan text filed as Exhibit 10.1
Read the filing on SEC.gov ↗
EXELEXELIXIS, INC. May 29, 4:05 PM ET

Exelixis stockholders approve 2017 Plan amendment and elect 11 directors

Neutral shareholder Written later 5.025.07

At its May 26, 2026 annual meeting, Exelixis stockholders approved an amended and restated 2017 Equity Incentive Plan, which took effect immediately, and re-elected 11 directors to serve until the 2027 annual meeting. Stockholders also ratified Ernst & Young LLP as auditor and approved the advisory say-on-pay proposal. The votes are routine governance matters that set the terms of equity awards and board composition.

  • Stockholders approved the 2017 Equity Incentive Plan amendment and restatement on May 26, 2026, effective immediately upon approval.
  • Ernst & Young LLP was ratified as independent registered public accounting firm for the fiscal year ending January 1, 2027, with 222,343,120 votes for.
  • Say-on-pay was approved with 163,104,135 votes for and 43,156,553 against.
  • Maria C. Freire, Ph.D. received 180,367,648 votes for and 26,067,310 against, the largest share of opposition among the 11 directors.
Read the filing on SEC.gov ↗

Orrstown to redeem $31 million subordinated notes on June 30; vendor cyber incident disclosed

Neutral other Written later 8.01

Orrstown Financial Services will redeem its $31 million 4.5% Fixed-to-Floating Rate Subordinated Notes due 2030 on June 30, 2026, at 100% of principal plus accrued interest. The company also disclosed that a third-party vendor suffered a cybersecurity incident exposing sensitive personal information of some Orrstown customers, but says its own systems were not affected and it does not expect a material impact.

  • Notes redeemed June 30, 2026 at 100% of principal plus accrued and unpaid interest
  • Notes were assumed in the July 1, 2024 merger with Codorus Valley Bancorp; interest rate was 7.72% at March 31, 2026
  • Vendor notified the company on May 21, 2026 of unauthorized access to certain customers' sensitive personal information
  • Company says its systems were not accessed, customers will be notified and offered credit monitoring, and no material impact is expected
Read the filing on SEC.gov ↗
SLGNSILGAN HOLDINGS INC May 29, 4:05 PM ET

Silgan Holdings stockholders approve stock plan amendment and elect three directors

Neutral shareholder Written later 5.025.07

At its May 26, 2026 annual meeting, Silgan stockholders approved an amendment adding 4,000,000 shares to the Second Amended and Restated 2004 Stock Incentive Plan and extending the plan's term to June 30, 2031. Stockholders also re-elected three directors and ratified Ernst & Young LLP as auditor for fiscal 2026, and the filing shows routine governance votes with no change in financial results.

  • Stockholders approved the plan amendment: 99,176,056 for, 793,665 against, 38,196 abstain.
  • The amendment adds 4,000,000 shares and raises the per-participant restricted share limit from 900,000 to 1,200,000 over any 36 consecutive months.
  • Ernst & Young LLP was ratified as auditor for the fiscal year ending December 31, 2026, with 102,474,220 votes for.
  • Non-binding say-on-pay vote: 96,755,314 for and 3,231,739 against.
Read the filing on SEC.gov ↗
LNSRLENSAR, Inc. May 29, 4:05 PM ET

LENSAR names Michael Rossi interim CFO; 2026 annual meeting set for August 4

Neutral leadership Written later 5.025.088.01

LENSAR's Board appointed Michael A. Rossi as Interim Chief Financial Officer and principal financial officer, effective May 29, 2026. Rossi will serve through a consulting agreement with Monomoy Advisors LLC at a $375 per hour cash retainer. The company also set its 2026 annual meeting for August 4, 2026, and moved the deadlines for stockholder proposals and nominations to June 8, 2026.

  • Michael A. Rossi appointed Interim CFO and principal financial officer by the Board on May 25, 2026, effective May 29, 2026
  • Rossi is provided through Monomoy Advisors LLC under a consulting agreement at a $375 per hour cash retainer
  • 2026 annual meeting scheduled for August 4, 2026, to be held virtually; record date is June 10, 2026
  • Deadline for stockholder proposals, director nominations and Rule 14a-19 notices is June 8, 2026
Read the filing on SEC.gov ↗
ACADACADIA PHARMACEUTICALS INC May 29, 4:05 PM ET

Acadia Pharmaceuticals stockholders approve equity plan increase, elect three directors

Neutral shareholder Written later 5.025.07

At its May 29, 2026 annual meeting, Acadia Pharmaceuticals stockholders elected three Class I directors, approved an advisory vote on executive compensation, ratified Ernst & Young LLC as auditor for 2026, and approved an amendment to the 2024 Equity Incentive Plan. The amendment increases the shares authorized for issuance under the plan by 5,209,670, which expands the pool available for equity awards.

  • Plan amendment adds 5,209,670 authorized shares; approved with 147,258,860 for and 3,096,136 against.
  • Directors elected to terms ending at the 2029 annual meeting: James M. Daly (146,927,745 for), Edmund P. Harrigan, M.D. (128,460,130 for), Adora Ndu, Pharm.D., J.D. (134,540,552 for).
  • Executive pay approved on an advisory basis with 148,265,173 for and 1,911,358 against.
  • Ernst & Young LLC ratified as independent auditor for the fiscal year ending December 31, 2026, with 157,409,378 for.
Read the filing on SEC.gov ↗
JAZZJazz Pharmaceuticals plc May 29, 4:05 PM ET

Jazz Pharmaceuticals director Anne O'Riordan will not stand for re-election in 2026

Neutral leadership Written later 5.02

Jazz Pharmaceuticals said Class III director Anne O'Riordan told the board on May 25, 2026 that she will not stand for re-election at the 2026 annual meeting of shareholders. The company said her decision was not the result of any dispute or disagreement with the company or the board on its operations, policies or practices, and that the board will continue to evaluate its composition and manage orderly succession.

  • Anne O'Riordan, a Class III director, informed the board on May 25, 2026 that she will not stand for re-election.
  • Her term expires at the 2026 annual meeting of shareholders.
  • The company said the departure was not due to any dispute or disagreement with the company or board.
  • The filing was signed by Neena Patil, Executive Vice President and Chief Legal Officer, on May 29, 2026.
Read the filing on SEC.gov ↗
TIPTTIPTREE INC. May 29, 4:03 PM ET

Tiptree completes $1.65 billion sale of Fortegra to DB Insurance

Positive m&a Written later 1.011.022.018.01

Tiptree Inc. closed the sale of The Fortegra Group, Inc. to DB Insurance Co., Ltd. on May 29, 2026, through a merger with a $1.65 billion cash purchase price before adjustments. Tiptree's share of the closing purchase price was approximately $1.08 billion, and Tiptree repaid its Fortress Credit Agreement in full. The company's press release cites approximately $23.80 of pro forma book value per diluted share and a new $20 million share repurchase program.

  • Purchase price of $1.65 billion in cash, subject to adjustments; approximately $1.08 billion payable for Tiptree's benefit at closing
  • Closing date May 29, 2026; buyer is DB Insurance Co., Ltd. through a merger with Fortegra as a wholly owned subsidiary
  • $8 million Leakage Reserve Holdback deposited in a segregated escrow account for four months after closing
  • Press release cites a new $20 million share repurchase program and about $23.80 pro forma book value per diluted share
Read the filing on SEC.gov ↗
BKEBUCKLE INC May 29, 3:38 PM ET

Buckle Q1 net income rises to $46.9 million, or $0.92 diluted EPS, on 6.1% sales gain

Positive earnings Written later 2.02

Buckle reported net income of $46.9 million, or $0.92 per diluted share, for the fiscal quarter ended May 2, 2026, up from $35.2 million, or $0.70 per diluted share, a year earlier. Net sales rose 6.1% to $288.7 million, and comparable store net sales increased 5.1%. Results include $19.1 million in interchange fee litigation settlement proceeds, recorded as a reduction to selling expenses, which shareholders may want to weigh when assessing the quarter's profit.

  • Net income was $46.9 million, or $0.93 basic and $0.92 diluted per share, versus $35.2 million, or $0.70 per share, in the prior-year quarter.
  • Net sales increased 6.1% to $288.7 million; online sales rose 2.8% to $47.7 million.
  • The company received $19.1 million, net of legal fees, from a final interchange fee litigation settlement, recorded as a reduction to selling expenses.
  • Store count was 442 at the end of the quarter, up from 439 a year earlier.
Read the filing on SEC.gov ↗
OTTROtter Tail Corp May 29, 10:47 AM ET

Otter Tail agrees to pay $73.5 million to settle PVC pipe antitrust claims by two classes

Neutral legal/regulatory Written later 1.01

Otter Tail's subsidiaries agreed on May 28, 2026 to settle antitrust claims from two of three putative classes in the PVC Pipe Antitrust Litigation, with total payments of $73.5 million. The company says it does not admit wrongdoing and expects to fund the payments from available cash, which it says is not expected to have a material adverse effect on its financial position or liquidity. Claims from the End-User Class remain pending, and the settlements require court approval.

  • Settlements with the Direct Purchaser Class ($39.5 million) and Non-Converter Seller Purchaser Class ($34.0 million) were signed May 28, 2026.
  • Payments will be made by subsidiaries Northern Pipe Products, Inc. and Vinyltech Corporation, about 21 days after preliminary court approval.
  • Claims by the End-User Class remain pending in the Northern District of Illinois.
  • The company says the settlements are not expected to have a material adverse effect on its financial position or liquidity.
Read the filing on SEC.gov ↗

First Financial Bancorp shareholders approve 2026 Stock Plan and elect all ten directors

Neutral shareholder Written later 5.025.07

At its May 26, 2026 annual meeting, First Financial Bancorp shareholders approved a 2026 Stock Plan that reserves 3.85 million common shares for equity awards to directors, executive officers and other eligible participants. Shareholders also elected all ten director nominees to one-year terms ending in 2027, ratified Crowe LLP as auditor for 2026, and approved the advisory say-on-pay vote.

  • The 2026 Stock Plan reserves 3.85 million shares of common stock and expires May 26, 2036.
  • All ten director nominees were elected, including Anne L. Arvia and Dawn C. Morris, with terms ending in 2027.
  • Shareholders ratified Crowe LLP as the independent registered accounting firm for the fiscal year ending December 31, 2026, with 93,734,321 votes for.
  • Shareholders approved the advisory vote on executive compensation with 82,796,507 votes for and 1,198,027 against.
Read the filing on SEC.gov ↗
TYLTYLER TECHNOLOGIES INC May 29, 9:14 AM ET

Tyler Technologies replaces $700 million credit facility with $1 billion revolver

Neutral financing Written later 1.011.022.03

On May 28, 2026, Tyler Technologies entered into an amended and restated unsecured revolving credit agreement of up to $1 billion, maturing May 28, 2031, with Wells Fargo Bank as administrative agent. The new facility replaces the company's existing $700 million credit agreement from September 2024, which was scheduled to mature in September 2029, and Tyler had no borrowings outstanding under either facility at closing.

  • Revolving credit facility of up to $1 billion, unsecured, maturing May 28, 2031, replacing the $700 million facility dated September 25, 2024
  • No borrowings were outstanding under either the new or the 2024 credit agreement at closing
  • Uncommitted accordion allows an increase of up to the greater of $525 million or 100% of prior four-quarter EBITDA, plus additional debt up to a 3.25 to 1.00 total net leverage ratio
  • Loan pricing ranges from SOFR plus 1.125% to 1.75% or prime plus 0.125% to 0.75%, based on total net leverage; the commitment fee is initially 0.125%
Read the filing on SEC.gov ↗
CVXCHEVRON CORP May 29, 9:13 AM ET

Chevron Chief Legal Officer R. Hewitt Pate to resign effective December 31, 2026

Neutral leadership Written later 5.02

Chevron said its Chief Legal Officer, R. Hewitt Pate, notified the board on May 27, 2026 that he will resign effective December 31, 2026, ahead of his expected retirement in June 2027. Pate will stay on as a non-executive senior advisor through retirement to help transition his duties, so the change is planned and gradual.

  • R. Hewitt Pate resigns as Chief Legal Officer, effective December 31, 2026
  • Notice to the board was given on May 27, 2026
  • Expected retirement in June 2027; Pate remains as non-executive senior advisor until then
  • The filing does not name a successor
Read the filing on SEC.gov ↗
APOGAPOGEE ENTERPRISES, INC. May 29, 9:01 AM ET

Apogee Enterprises: Architectural Glass segment president Brent Jewell to leave June 10, 2026

Neutral leadership Written later 5.02

Apogee Enterprises disclosed that Brent C. Jewell resigned as President of its Architectural Glass Segment on May 26, 2026, with his last day set for June 10, 2026. The company says the resignation is unrelated to the transaction it announced on May 28, 2026, and was not due to any disagreement with the company; Jewell will support transition and integration work for that transaction until his departure.

  • Brent C. Jewell resigned as President of the Architectural Glass Segment on May 26, 2026.
  • His last day with the company will be June 10, 2026.
  • The company states the resignation is unrelated to the transaction announced May 28, 2026, and involved no disagreement on operations, policies or practices.
  • Jewell is expected to assist with transition, pre-closing and integration activities for that transaction through his final day.
Read the filing on SEC.gov ↗
HINDVyome Holdings, Inc May 29, 8:42 AM ET

Vyome Holdings Q1 2026 revenue falls to $31,591 as net loss widens to $963,000

Negative earnings Written later 2.02

Vyome Holdings reported first quarter 2026 results, with revenue of $31,591 compared with $198,581 a year earlier. The company reported a net loss attributable to common shareholders of about $963,000, or $0.15 per share, and cash of $8.8 million at March 31, 2026, up from $5.0 million at December 31, 2025, which the company attributes to a January 2026 share sale.

  • Q1 2026 revenue was $31,591, down from $198,581 in Q1 2025
  • Net loss attributable to common shareholders was about $963,000, or $0.15 per share, versus a net loss of $293,974 in Q1 2025
  • Cash and cash equivalents were about $8.8 million at March 31, 2026, up from about $5.0 million at December 31, 2025
  • On January 27, 2026, the company raised about $5.29 million by selling 1,089,545 shares at an average of $5.00 per share
Read the filing on SEC.gov ↗
QXLQUANTUM X LABS INC. May 29, 8:30 AM ET

Quantum X Labs launches 50+ qubit neutral-atom quantum computing platform

Neutral product/contract Written later 8.01

Quantum X Labs announced on May 28, 2026 the launch of a 50+ qubit neutral-atom quantum computing platform and a goal of reaching thousands of qubits by the end of H1 2027. The filing is a product announcement and does not include financial results, guidance, or any financial figures for the company.

  • Platform launched May 28, 2026; described as having 50+ physical qubits and proprietary atom cooling technology
  • Company targets thousands of qubits by end of H1 2027, based partly on integrating a pending patented AI error correction decoder (US12294387B2)
  • Filing contains no revenue, profit, guidance, or dollar figures
  • Press release was furnished under Item 8.01 with Exhibit 99.1; signed by CEO Amihay Hadad on May 29, 2026
Read the filing on SEC.gov ↗

Axiom Intelligence SPAC agrees to merge with Terra Quantum AG

Neutral m&a Written later 1.01

Axiom Intelligence Acquisition Corp 1 signed a Business Combination Agreement on May 25, 2026 with Swiss company Terra Quantum AG, which would combine the two companies through a series of mergers. The deal is subject to SPAC shareholder approval and other closing conditions, and it includes up to 75,000,000 additional earnout shares tied to share price targets.

  • Agreement signed May 25, 2026 with Terra Quantum AG, a Swiss company, and Markus Pflitsch as Shareholder Representative
  • Up to 50,000,000 Swiss HoldCo earnout shares and 25,000,000 management earnout shares, issuable on 30-day VWAP thresholds of $12.50, $15.00 and $17.50
  • Post-closing PubCo board to have seven directors, five designated by the Company and two by SPAC
  • Ward, the SPAC CEO, must pay the Company a $15,000,000 termination fee if SPAC terminates during the diligence period
Read the filing on SEC.gov ↗
CSGPCOSTAR GROUP, INC. May 29, 8:05 AM ET

CoStar Group to acquire Zonda for $800 million in cash

Neutral m&a Written later 1.017.01

CoStar Group agreed on May 28, 2026, through a subsidiary, to buy Zonda, a provider of new home construction data, homebuilder software and new home marketplaces, for $800 million in cash. The deal is expected to close in the second half of 2026, subject to regulatory approvals, and CoStar expects it to be accretive to adjusted EPS in the first full year of ownership.

  • Purchase price is $800 million in cash at closing, paid by a CoStar subsidiary under a Stock Purchase Agreement dated May 28, 2026
  • Closing is not subject to CoStar stockholder approval or a financing condition; it requires HSR and certain foreign regulatory clearances
  • Either party may terminate if the deal is not completed by May 28, 2027, subject to extension in certain circumstances
  • Zonda serves more than 3,000 customers and reports 104% net customer retention; the company expects the deal to be accretive to adjusted EPS in the first full year
Read the filing on SEC.gov ↗
ASHASHLAND INC. May 29, 6:30 AM ET

Ashland enters $500 million five-year revolving credit facility, replacing 2022 agreement

Neutral financing Written later 1.012.03

Ashland Inc. signed a Second Amended and Restated Credit Agreement on May 28, 2026, providing a $500 million five-year unsecured revolving credit facility that the company and its Swiss subsidiary can draw on for working capital and general corporate purposes. The filing says the agreement amends and restates Ashland's July 22, 2022 credit agreement, and it sets the initial borrowing spread and commitment fee at levels that move with the company's leverage ratio.

  • Revolving facility of $500 million over five years, including a $125 million letter of credit sublimit
  • Initial interest margin of Term SOFR or EURIBOR plus 1.375%, moving between 1.250% and 1.750% based on the Consolidated Net Leverage Ratio
  • Initial unused commitment fee of 0.175% per annum, moving between 0.125% and 0.275%
  • Agreement replaces the Amended and Restated Credit Agreement dated July 22, 2022; facility may be prepaid without premium
Read the filing on SEC.gov ↗

Heritage Fully Places 2026-2027 Catastrophe Reinsurance; Cost Falls $63.2 Million

Positive product/contract Written later 8.01

Heritage Insurance Holdings announced that it has fully placed its 2026-2027 indemnity-based catastrophe excess-of-loss reinsurance program for its three insurance subsidiaries. The total consolidated cost is about $367.5 million, down $63.2 million from the prior year's renewal cost of about $430.7 million, which lowers the cost of protecting the company against catastrophe losses.

  • Total consolidated program cost of about $367.5 million, versus about $430.7 million for the prior year's renewal
  • Over $2.2 billion of limit placed, including two new catastrophe bonds
  • $712 million of multi-year coverage, with $550 million through fully collateralized catastrophe bonds and $162 million through private reinsurance
  • Florida Hurricane Catastrophe Fund participation of 90.0%, consistent with the prior year
Read the filing on SEC.gov ↗
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 ↗
CUBICustomers Bancorp, Inc. May 28, 5:23 PM ET

Customers Bancorp shareholders approve 2019 stock plan increase of 750,000 shares

Neutral shareholder Written later 5.025.07

At its May 26, 2026 annual meeting, Customers Bancorp shareholders approved an amendment raising the share authorization under the 2019 Stock Incentive Plan by 750,000 shares, from 3,320,325 to 4,070,325, and raising the limit on non-employee director compensation under the plan. The filing also reports the election of three Class III directors and the results of the say-on-pay and plan votes, with the plan amendment drawing 8,530,617 votes against.

  • Authorized shares under the 2019 Stock Incentive Plan rose by 750,000, from 3,320,325 to 4,070,325.
  • Plan amendment vote: 19,725,308 for, 8,530,617 against, 271,068 abstentions, 2,052,252 broker non-votes.
  • Advisory say-on-pay vote: 19,160,697 for, 9,059,302 against, 306,994 abstentions.
  • Susan D. Looney, Dalton T. Sirmans and Steven J. Zuckerman were elected as Class III directors; Deloitte & Touche LLP was ratified for fiscal 2026.
Read the filing on SEC.gov ↗
PRHIPresurance Holdings, Inc. May 28, 5:10 PM ET

Presurance to effect 1-for-7 reverse stock split effective June 1, 2026

Neutral shareholder Written later 3.035.037.018.01

Presurance Holdings filed a certificate of amendment on May 28, 2026 to carry out a 1-for-7 reverse split of its common stock, which the Board approved on May 11, 2026. The split was authorized by stockholders in 2025 to help the company meet Nasdaq Capital Market continued listing requirements, and it reduces outstanding shares from about 26.2 million to about 3.7 million.

  • Reverse split takes effect at 5:00 p.m. Eastern Time on June 1, 2026, with split-adjusted trading on Nasdaq beginning June 2, 2026
  • Every 7 outstanding shares will be combined into one share; fractional shares will be paid in cash based on the last closing price before the split
  • Outstanding shares fall from about 26.2 million to about 3.7 million; authorized shares remain at 100 million
  • Ticker stays PRHI; new CUSIP is 20731J 409; transfer agent Equiniti Trust Company, LLC will act as exchange agent
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 ↗
MBBCMarathon Bancorp, Inc. /MD/ May 28, 5:00 PM ET

Marathon Bancorp stockholders approve 2026 Equity Incentive Plan at May 28 special meeting

Neutral shareholder Written later 5.025.07

At a special meeting on May 28, 2026, Marathon Bancorp stockholders approved the company's 2026 Equity Incentive Plan, which allows stock-based awards to officers, employees and directors of the company and Marathon Bank. The filing gives vote totals but does not describe the plan's share reserve or award terms, which are in the April 24, 2026 proxy statement.

  • Vote for the plan: 2,024,653; against: 135,220; abstain: 98,908
  • Special Meeting of Stockholders held May 28, 2026; the plan proposal was described in the proxy statement filed April 24, 2026
  • The plan covers stock-based awards to officers, employees and directors of Marathon Bancorp and Marathon Bank
  • The full plan is filed as Exhibit 10.1 to this 8-K
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 ↗
HOGHARLEY-DAVIDSON, INC. May 28, 4:41 PM ET

Harley-Davidson shareholders approve plan share increase, reject climate proposal

Neutral shareholder Written later 5.025.07

At its May 21, 2026 annual meeting, Harley-Davidson shareholders elected eight directors, approved an amendment that increases the shares authorized under the 2020 Incentive Stock Plan to a total of 12,200,000, and ratified Ernst & Young LLP as auditor for 2026. A shareholder proposal on a climate transition plan failed, with 15,168,872 votes for and 55,305,212 against, so the company's shareholders did not adopt it.

  • Incentive Stock Plan amendment passed with 66,926,011 votes for and 3,875,568 against, raising the authorized total to 12,200,000 shares.
  • Climate transition plan proposal received 15,168,872 votes for and 55,305,212 against.
  • Advisory say-on-pay vote: 61,057,442 for and 9,796,616 against.
  • Ernst & Young LLP ratified as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 83,047,856 votes for.
Read the filing on SEC.gov ↗
ISRGINTUITIVE SURGICAL INC May 28, 4:35 PM ET

Intuitive names Taylor Patton chief commercial and marketing officer effective July 1

Neutral leadership Written later 5.02

Intuitive said Taylor Patton, Global Senior Vice President of its endoluminal business, will become Chief Commercial and Marketing Officer effective July 1, 2026, succeeding Henry Charlton. Charlton will move to Senior Vice President of Global Business Operations on the same date. The filing does not include any financial figures, so the change is a leadership transition with no stated effect on results.

  • Taylor Patton succeeds Henry Charlton as Chief Commercial and Marketing Officer, effective July 1, 2026
  • Patton has spent nearly two decades with Intuitive and led the worldwide launch and growth of the Ion platform
  • Charlton, with the company since 2003, becomes Senior Vice President of Global Business Operations
  • The announcement was made in a press release dated May 28, 2026 (Exhibit 99.1)
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 ↗
TXOTXO Partners, L.P. May 28, 4:31 PM ET

TXO Partners closes Cross Timbers asset sale, nets about $100 million

Mixed m&a Written later 2.01

TXO Partners said the Cross Timbers asset sales, covering substantially all of its 50%-owned joint venture's assets, closed as of May 28, 2026, with net proceeds to the Partnership of about $100 million, subject to customary adjustments. The Partnership plans to use the proceeds to pay down debt under its Credit Facility, and one buyer, CTOC Energy, is owned by family members of Chairman Bob R. Simpson, which the independent Conflicts Committee approved.

  • Cross Timbers Transactions totaled about $200 million in aggregate consideration and closed as of May 28, 2026.
  • Net proceeds to the Partnership are about $100 million, subject to customary purchase price adjustments.
  • Proceeds are intended to pay down existing debt on the Credit Facility.
  • CTOC Energy purchase of about $123.5 million is owned by family members of Chairman Bob R. Simpson; the Board and an independent Conflicts Committee approved it.
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 ↗
UGIUGI CORP /PA/ May 28, 4:30 PM ET

UGI General Counsel Kathleen Shea Ballay to resign effective July 3, 2026

Neutral leadership Written later 5.02

UGI Corporation said its General Counsel and Chief Legal Officer, Kathleen Shea Ballay, intends to resign effective July 3, 2026. Internal members of the legal team will assume her duties until a successor is named, and the filing does not name a replacement.

  • Kathleen Shea Ballay, General Counsel and Chief Legal Officer, intends to resign effective July 3, 2026.
  • Internal members of the legal team will take over her duties until a successor is named.
  • The filing does not name a successor or give the reason for the resignation.
Read the filing on SEC.gov ↗
HSYHERSHEY CO May 28, 4:26 PM ET

Hershey names Mitchell Arends chief supply chain officer; Jason Reiman to retire

Neutral leadership Written later 5.027.01

Hershey said Mitchell Arends will become Senior Vice President and Chief Supply Chain Officer effective June 22, 2026, succeeding Jason Reiman, who is retiring after a 30-year career with the company. Reiman steps down from his current role on June 22, 2026, and will stay on as Senior Vice President, Supply Chain Modernization through the transition, which the press release says runs through April 2027. The change is a planned leadership transition in a function that oversees manufacturing, procurement, logistics and planning.

  • Mitchell Arends joins from UTZ Brands, where he was Executive Vice President and Chief Integrated Supply Chain Officer over a $1.5 billion business
  • Arends previously served as Chief Supply Chain Officer of North America at Kraft Heinz, responsible for a $22 billion supply chain
  • Reiman steps down from his current role on June 22, 2026 and remains with the company through April 2027 to support the transition
  • Hershey's 8-K filing and press release are dated May 28, 2026
Read the filing on SEC.gov ↗
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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.