Executive Summary
The 50 filings reveal a heavy focus on proxy season preparations for May 2026 AGMs across diverse issuers, including director elections, say-on-pay approvals, auditor ratifications, and equity plan expansions, signaling governance stability amid S&P 500 Consumer Discretionary peers. Period-over-period trends show mixed results: revenue growth in 4/50 (FactSet +7% YoY to $611M Q, BBB Foods +36.1% YoY to Ps78B, FreeCast gross profit +77% YoY despite revenue -4%), but profitability challenges (FactSet NI -8% YoY, BBB operating loss widened 150.8% YoY, Ashford pro forma revenue -1.6% but loss improved). Capital allocation leans shareholder-friendly with FactSet $303M buybacks (OCF +28% YoY), Burford 6.25¢ dividend (June payable), and Booking 25:1 stock split effective April 2. Leadership churn prominent (12/50 appointments/retirements, e.g., Booking CAO, Oportun interim CEOs), with financings (Fibro $3M offering, Caris $400M loan) and M&A (Ashford $24.8M hotel sale net, Marine Products merger pro forma EPS $0.40). No widespread insider trading patterns, but positive sentiments in 10/50 (e.g., board additions). Sector implications: monitor May catalysts for governance risks, favor revenue growers like FactSet amid margin pressures; portfolio trend of improving cash flows (FreeCast ops burn -22% YoY) supports buybacks/dividends over reinvestment.
Tracking the trend? Catch up on the prior S&P 500 Consumer Discretionary Sector SEC Filings digest from March 31, 2026.
Investment Signals(12)
- FactSet Research↓(BULLISH)▲
Revenues +7% YoY to $611M (3M) and $1.22B (6M), OCF +28% to $333M funding $303M share repurchases despite NI -8% YoY
Total revenue +36.1% YoY to Ps78.15B, gross profit +34.8% to Ps12.64B, OCF +24.9% to Ps4.68B despite net loss [BULLISH growth]
Gross profit +77% YoY to $166k (6M), op ex -24% YoY, net loss narrowed 25% to $5.65M, ops cash burn -22% YoY [BULLISH turnaround]
Hotel sale nets $24.8M cash, pro forma net loss improved to $157M from $188M YoY, EPS loss to $(30.90) from $(35.99) [BULLISH deleveraging]
New $400M term loan +$300M delayed draw refis prior debt to 2031 maturity, min cash covenant $50M quarterly [BULLISH capital access]
$3M gross proceeds public offering (2.27M shares @ $1.32 + warrants), closing April 2 for working capital [BULLISH funding]
Appoints experienced CAO Caroline Sullivan (ex-Moody's), $3M equity grants +$525k base; 25:1 stock split effective April 2 [BULLISH leadership]
92% board attendance 2025, robust share ownership guidelines (CEO 6x salary), independent comp consultant WTW [BULLISH governance]
NEO comp up (CEO +31% to $5.44M on bonus for $2.1B originations, expense cuts), vs FY2024 [BULLISH incentives]
- Marine Products (MasterCraft merger)▲
Pro forma net sales $509M (yr), EPS $0.40 despite op income drop on adjustments [MIXED but BULLISH consolidation]
Declares 6.25¢ final dividend payable June 12 (record May 22), new director Rick Noel with credit expertise [BULLISH returns]
Monthly distribution announced, consistent capital return under Reg FD [BULLISH income]
Risk Flags(10)
- BBB Foods/Profitability↓[HIGH RISK]▼
Operating loss widened 150.8% YoY to Ps675M from profit Ps1.33B, admin ex +156.4%, net loss Ps2.84B vs profit
- FactSet Research/Margins↓[MEDIUM RISK]▼
NI -8% YoY to $133M (3M) despite rev +7%, op income -0.3% on higher costs/SG&A
- FreeCast Revenue/Decline[MEDIUM RISK]▼
3M revenue -59% YoY to $62k, 6M -4% to $258k, cash down 21% to $433k
- Ashford Hospitality/Pro Forma↓[MEDIUM RISK]▼
Revenue -1.6% YoY to $1.09B pro forma, ongoing net losses $157M despite sale
- Oportun Financial/Leadership↓[GOVERNANCE RISK]▼
Interim CEOs (Layton/Rana) post Vazquez departure, advisor to July 3
- Cardiff Oncology/Exec Turnover↓[HIGH RISK]▼
CEO/CFO separations with $1.1M+ severance, bonuses, consulting to June 2026
- Borealis Foods/Distress↓[CRITICAL RISK]▼
Forbearance on defaults (overadvances, prohibited notes), CRO appointed, forbearance ends April 27
- SAFE & Green/Merger Failure↓[DILUTION RISK]▼
Merger with New Asia failed, reverse split 1:10-20 approved amid stock issuances >20%
Pro forma op income -68% to $8.4M from $26M on $17.6M transaction impacts [M&A RISK]
- FreeCast/Balance Sheet↓[LIQUIDITY RISK]▼
Stockholders' deficit $3.55M, related party note $2.43M, assets -11% YoY
Opportunities(10)
- FactSet/Buybacks↓(CAPITAL RETURN OP)◆
$303M repurchases funded by +28% YoY OCF surge to $333M, cash $268M supports further returns
- Ashford Hospitality/Asset Sale↓(DELEVER OPP)◆
$24.8M net cash from hotel sale reduces debt $32.5M, improves pro forma BS/assets to $2.8B
25:1 split effective April 2 boosts liquidity, authorized shares to 25B [LIQUIDITY/ACCESS OP]
- FibroBiologics/Offering Upside↓(DILUTIVE BUT FUNDING OP)◆
$3M gross +$3M warrant exercise potential, closes April 2 for growth
- Caris Life Sciences/Acquisition Facility↓(GROWTH VIA ACQ OP)◆
$300M delayed draw to Aug 2027 for M&A at SOFR+5%
- FreeCast/Turnaround↓(TURNAROUND OP)◆
Gross margins expand on -48% COGS cut, loss narrowing 25% YoY signals path to breakeven
- BBB Foods/Revenue Scale↓(SCALE OP)◆
+36% YoY sales to Ps78B positions for margin recovery post ex surge
- Burford Capital/Dividend↓(YIELD OP)◆
6.25¢ final div June 12, AGM May 13 approvals for repurchases/allotments
- First Solar/Governance↓(STABLE GOV OP)◆
Strong ownership guidelines (CEO 6x), audit oversight incl cybersecurity
- Consumer Portfolio/Performance Incentives↓(ALIGNMENT OP)◆
CEO bonus $3.3M on hitting $2.1B originations/expense cuts
Sector Themes(6)
- Proxy Season Surge◆
28/50 filings are DEF/DEFA14A for May 2026 AGMs (e.g., May 13-15 cluster), focus on director elections/equity plans (+6.9M shares Kratos); implications: vote outcomes key for comp/incentives, low dissent risk
- Mixed Revenue vs Profit◆
5/8 with P-o-P show rev growth avg +15% YoY (BBB 36%, FactSet 7%) but 4/8 profits decline (BBB op loss +151%, FactSet NI -8%); consumer disc margin pressure from costs
- Capital Raises/Returns Balance◆
Offerings/loans $3M-$700M total (Fibro/Carxis), offset by buybacks ($303M FactSet), divs (Burford 6.25¢), sales ($24.8M Ashford); trend favors returns in stable firms
- Leadership Transitions◆
12/50 appointments/retirements (Booking CAO, Oportun interim CEO, Flutter dir retire); neutral sentiment but watch interim stability in consumer-facing ops
- Governance Enhancements◆
Ownership guidelines (First Solar CEO 6x salary), auditor rotations (Deloitte/KPMG), say-on-pay advisory; 92% attendance avg, supports conviction
- Distress in Smalls◆
Forbearance/CRO (Borealis), exec severances (Cardiff $1M+), merger fails (SAFE&Green); contrast to S&P disc leaders' stability
Watch List(8)
Vote on new dir Rick Noel, 6.25¢ div, repurchases; May 13, record March 16 [GOV/RETURN CATALYST]
- Booking Holdings/Stock Split↓(LIQUIDITY EVENT)👁
25:1 effective April 2, post-split trading dynamics
- Oportun Financial/CEO Search↓(LEADERSHIP RESOLVE)👁
Interim leaders to July 3 advisor exit, progress noted
Post-sale BS trends, Q2 ops impact [DEBT/REV MONITOR]
- FactSet Research/EPS Trends↓(MARGIN RECOVERY)👁
NI pressure despite rev/OCF strength, next Q guidance
- Borealis Foods/Forbearance↓(DISTRESS ESCALATION)👁
Refinancing plan due April 9, ends April 27 or default
- Bank of Marin/Earnings↓(EARLY CYCLE INSIGHT)👁
Q1 call April 27 on $3.9B assets results
- Multiple Proxies (May 14 cluster: Cboe, WSFS, Frontier, LPL)(VOTE OUTCOMES)👁
Equity plans/auditors/dir elections, say-on-pay
Filing Analyses(50)
02-04-2026
Burford Capital Limited's DEF 14A proxy statement, filed April 2, 2026, invites shareholders to the 2026 AGM on May 13, 2026, to vote on re-electing six directors (Rukia Baruti Dames, Christopher Bogart, Pamela Corrie, Robert Gillespie, Christopher Halmy, John Sievwright), electing new director Rick Noel, declaring a final dividend of 6.25¢ per ordinary share payable June 12, 2026, reappointing KPMG LLP as auditor, advisory Say-on-Pay approval, receiving 2025 accounts, and authorizing share allotments, repurchases, and disapplication of pre-emption rights. No period-over-period financial performance data or compensation figures are provided in the filing excerpt. The resolutions include both ordinary (requiring simple majority) and special (75% majority) votes.
- ·2026 AGM location: Oak House, Hirzel Street, St. Peter Port, Guernsey GY1 2NP at 9:00 a.m. British Summer Time
- ·Record date for voting: March 16, 2026
- ·Dividend record date: May 22, 2026
- ·Advance registration to attend AGM required by May 7, 2026, 10:00 a.m. BST
- ·Notice and access delivery method used for proxy materials starting April 2, 2026
02-04-2026
Burford Capital Limited announced the proposal to elect Rick Noel as an independent non-executive director at its 2026 AGM on May 13, 2026, where he would join the Audit Committee if approved. Mr. Noel, aged 58, is a retired Partner from Varde Partners with over two decades of experience in credit investing, financial services private equity, and global leadership roles including Head of Global Financial Services, Head of Europe, and Head of Asia. His background includes prior roles at Advantus Capital Management, Cargill Financial Services, and Arthur Andersen, along with current board positions at WiZink Bank and Senior Advisor at MPowered Capital.
- ·Filing date: April 02, 2026
- ·2026 AGM date: May 13, 2026
- ·Mr. Noel’s education: MBA in Finance from University of Minnesota’s Carlson School of Management; BA in Accounting from University of Northern Iowa
- ·Certifications: Passed exams for Certified Public Accountant (CPA) and Chartered Financial Analyst (CFA)
- ·Current directorships/partnerships: WiZink Bank S.A.U., Aneto S.ar.l.
- ·Past five years directorships/partnerships: Mercury Financial Holdings LLC, Varde Partners LP, Varde Partners Iberia SLU, Varde Partners Italy S.R.L., Varde Partners Europe Limited, Varde Partners Administration Services Ireland Limited
02-04-2026
FibroBiologics, Inc. (NASDAQ: FBLG) announced the pricing of a best efforts public offering of 2,272,728 shares of common stock (or equivalents) and warrants to purchase up to 2,272,728 shares at $1.32 per share and accompanying warrant. The offering is expected to generate approximately $3 million in aggregate gross proceeds before deducting placement agent fees and other expenses, with potential additional gross proceeds of approximately $3 million if the warrants are fully exercised on a cash basis, though no assurance is given that any warrants will be exercised. Closing is expected on or about April 2, 2026, subject to customary conditions, with net proceeds for working capital and general corporate purposes.
- ·Warrants exercisable beginning on effective date of stockholder approval and expire on five-year anniversary thereof
- ·H.C. Wainwright & Co. acting as exclusive placement agent
- ·Securities offered pursuant to registration statement on Form S-1 (File No. 333-294713), effective March 31, 2026
- ·Company focused on therapeutics for chronic diseases including wound healing, multiple sclerosis, disc degeneration, psoriasis, orthopedics, human longevity, and cancer
02-04-2026
First Solar's DEF 14A proxy statement outlines board committee compositions as of March 19, 2026, including Audit (chaired by Lisa A. Kro), Compensation (chaired by Michael Sweeney), Nominating and Governance, and Technology committees, with the board holding 7 meetings in 2025 at an average 92% attendance rate (all directors >=75%). Share ownership guidelines require the CEO to hold shares worth 6x base salary, other executives 3x, and directors 5x annual retainer, with 5 years to comply. The Compensation Committee engaged independent consultant WTW, confirming their independence despite other non-executive services provided, with no committee interlocks or insider participation issues.
- ·Share ownership guidelines provide 5 years from hire/promotion/appointment to achieve required levels; limits on stock disposition until met.
- ·Audit Committee oversees financial reporting, internal controls, cybersecurity risks, and independent auditor (ensures rotation of lead partner).
- ·Compensation Committee reviews executive pay, benefits, talent management; assessed WTW independence using NASDAQ factors (no conflicts despite other services; WTW policies prevent issues).
02-04-2026
Booking Holdings Inc. announced the appointment of Caroline Sullivan as Senior Vice President, Chief Accounting Officer, and Controller, effective April 29, 2026. Ms. Sullivan, aged 57, has prior experience as Vice President at Elevance Health (June 2025–March 2026), Senior Vice President, Chief Accounting Officer and Corporate Controller at Moody's Corporation (2018–2025), and roles at Bank of America, Morgan Stanley, Allied Irish Bank, and Ernst & Young. Compensation package includes an initial base salary of $525,000, target annual bonus of 75% of base salary, equity grants with $3,000,000 total grant date fair value, and a $300,000 signing bonus.
- ·RSUs and new hire RSUs vest in three equal annual installments, with pro rata vesting on termination without cause or disability, and full vesting on death.
- ·PSU award vests based on service and performance provisions consistent with 2027 executive grants under the 1999 Omnibus Plan.
- ·Entered into Non-Competition and Non-Solicitation Agreement and Employee Confidentiality and Assignment Agreement.
- ·Severance on termination without cause includes 1x base salary and target bonus, pro-rated bonus if after June 30, 12 months health benefits, and prior earned bonus.
02-04-2026
Caris Life Sciences, Inc. entered into a new senior secured Financing Agreement on April 1, 2026, providing a $400,000,000 initial term loan (funded at closing), up to $300,000,000 delayed draw term loan facility (available through August 2027 for permitted acquisitions), and an uncommitted $500,000,000 incremental facility, with lenders including funds managed by Blue Owl Capital and Blackstone. Proceeds from the initial term loan fully repaid and terminated the prior credit agreement dated January 18, 2023. The new facility matures in April 2031, carries interest margins of Term SOFR + 5.00% or Base Rate + 4.00%, and requires maintenance of at least $50,000,000 in minimum qualified cash quarterly.
- ·Obligations guaranteed by certain subsidiaries and secured on a first-priority basis by substantially all tangible and intangible personal property, including pledges of subsidiary capital stock.
- ·New Credit Agreement contains customary covenants limiting debt incurrence, liens, investments, asset dispositions, affiliate transactions, and prepayments of certain indebtedness.
- ·Events of default include payment failures, covenant breaches, bankruptcy, and change of control, allowing lender acceleration.
02-04-2026
Ashford Hospitality Trust completed the sale of the 252-room Hilton Alexandria Old Town on March 31, 2026, receiving $57.3 million in cash net of selling expenses while repaying $32.5 million in associated mortgage debt, netting approximately $24.8 million in cash. Pro forma balance sheet as of December 31, 2025, reflects reduced total assets of $2,797,150 thousand (down from $2,833,632 thousand) and net hotel properties of $2,024,994 thousand (down $60,250 thousand). Pro forma statement of operations for the year ended December 31, 2025, shows revenue declining 1.6% to $1,087,001 thousand from $1,104,388 thousand, but net loss improving to $157,318 thousand from $188,159 thousand after removing the hotel's $34,010 thousand loss, offset by a $2,993 thousand non-recurring disposition loss.
- ·Pro forma basic and diluted loss per share improved to $(30.90) from historical $(35.99).
- ·Hilton Alexandria contributed $17,387 thousand in total hotel revenue but a $28,388 thousand operating loss and $31,484 thousand in impairment charges for the year ended Dec 31, 2025.
- ·Pro forma net income (loss) attributable to common stockholders $(184,604) thousand vs historical $(215,004) thousand.
02-04-2026
For the six months ended December 31, 2025, FreeCast's total revenue declined 4% YoY to $257,950 from $269,952, with three-month revenue dropping sharply 59% to $62,090 from $151,545; however, gross profit more than doubled, rising 77% to $166,209 due to a 48% reduction in cost of revenue. Operating expenses fell 24% to $5,723,644, narrowing the six-month net loss to $5,646,331 (25% improvement) from $7,489,323 YoY, and cash burn from operations improved to $5.2M used from $6.7M. Balance sheet shows total assets down 11% to $1.23M, cash at $433,363 (21% below June 30, 2025), but liabilities decreased 23% to $4.78M and stockholders' deficit improved to $3.55M.
- ·Convertible Note Payable - Related Party current liability: $2,425,552 at Dec 31, 2025 (down from $3,865,555 at June 30, 2025)
- ·Series A Preferred Stock: 4,000,000 shares issued and outstanding as of Dec 31, 2025
- ·Net cash used in operating activities improved 22% YoY to $5,232,882 for six months
- ·Proceeds from Class A common stock - related party: $2,700,000 in financing activities six months
02-04-2026
For the three months ended February 28, 2026, FactSet revenues grew 7% YoY to $611M, but operating income was slightly down 0.3% to $185M and net income declined 8% to $133M amid higher cost of services and SG&A expenses. Over six months, revenues rose 7% YoY to $1.22B with operating income flat at $377M and net income down 3% to $286M; however, operating cash flow surged 28% to $333M, funding $303M in share repurchases.
- ·Cash and cash equivalents decreased to $268M from $338M at August 31, 2025.
- ·Total assets declined to $4.22B from $4.30B at August 31, 2025.
- ·Long-term debt stable at approximately $1.37B.
- ·No acquisitions in six months ended February 28, 2026 (vs $342M in prior year).
- ·Dividends declared $81M for six months ended February 28, 2026.
02-04-2026
Burford Capital Limited filed its definitive proxy statement, additional definitive proxy soliciting materials, and annual report to security holders with the SEC on April 2, 2026, for the year ended December 31, 2025. The company mailed a Notice of Internet Availability to shareholders, enabling internet access to proxy materials and online voting for the 2026 Annual General Meeting (AGM) scheduled at 9:00am BST on May 13, 2026, in Guernsey. Key deadlines include the record date of March 16, 2026, and voting cutoffs on May 8 and May 11, 2026.
- ·AGM location: Oak House, Hirzel Street, St. Peter Port, Guernsey GY1 2NP
- ·Burford 10-K for year ended December 31, 2025, filed with SEC on February 26, 2026
- ·Materials available at www.sec.gov and investors.burfordcapital.com
- ·Proxy voting deadlines: AIM investors by 8:59am BST May 8, 2026; NYSE by 11:59pm EDT May 8 (proxy card) or May 11 (internet/phone)
02-04-2026
Burford Capital Limited has filed definitive additional proxy materials (DEFA14A) for its 2026 Annual General Meeting of Shareholders on May 13, 2026, at 9:00 A.M. British Summer Time in Guernsey. Ordinary resolutions include re-electing directors such as Rukia Baruti Dames, Christopher Bogart, Pamela Corrie, Robert Gillespie, Christopher Halmy, and John Sievwright, electing new director Rick Noel, declaring a final dividend of 6.25¢ USD per ordinary share, re-appointing KPMG LLP as auditors, approving accounts for the year ended December 31, 2025, and advisory 'Say-on-Pay' approval. Special resolutions authorize share allotments, market purchases, and non-preemptive issuances.
- ·Voting deadline: May 11, 2026, 11:59 P.M. EDT
- ·Proxy materials request deadline: April 29, 2026
- ·Meeting location: Oak House, Hirzel Street, St. Peter Port, Guernsey GY1 2NP
02-04-2026
Flutter Entertainment plc announced that independent Director Alfred F. Hurley, Jr., who has served since June 2016, will retire after a ten-year term and not stand for re-election at the 2026 Annual General Meeting on May 29, 2026. John Bryant, Chair of the Board, thanked Hurley for his contributions, including during the U.S. listing transition and as Chair of the Compensation and Human Resources Committee. Effective post-AGM, Nancy Dubuc will replace Hurley as Chair of the Compensation and Human Resources Committee.
- ·Flutter notified the Board of Hurley's retirement decision.
- ·Enquiries: Edward Traynor, +353872232455
02-04-2026
MasterCraft Boat Holdings, Inc. entered into a merger agreement on February 5, 2026, to acquire Marine Products Corporation in a stock-and-cash transaction, with each Marine Products share converting to 0.232 MasterCraft shares and $2.43 cash. The unaudited pro forma combined balance sheet as of December 28, 2025, reflects total assets of $435,567 thousand and total equity of $342,882 thousand following transaction adjustments. Pro forma combined net sales for the year ended June 30, 2025, total $508,571 thousand, but operating income declines sharply to $8,354 thousand from the historical combined $25,930 thousand due to significant transaction accounting adjustments including $17,576 thousand negative impact.
- ·Pro forma diluted EPS from continuing operations: $0.39 for six months ended Dec 28, 2025; $0.40 for year ended June 30, 2025.
- ·Pro forma gross profit: $90,432 thousand for year ended June 30, 2025 (down from historical combined $95,665 thousand).
- ·Transaction adjustments include $65,214 thousand goodwill addition and $61,535 thousand other intangible assets.
- ·Marine Products RSAs and PSUs vest and convert per merger terms, with Assumed RSAs receiving double-trigger provisions.
02-04-2026
Oportun Financial Corporation announced that Kate Layton (Chief Legal Officer and Corporate Secretary) and Gaurav Rana (General Manager of Lending) will jointly lead as interim CEOs effective April 4, 2026, following the previously announced departure of Raul Vazquez as CEO and Board member. Vazquez will serve as an advisor until July 3, 2026, while the Board advances its search for a permanent CEO. Lead Independent Director Louis P. Miramontes highlighted progress in the CEO selection process and praised the interim leaders' deep business knowledge.
- ·Kate Layton joined Oportun in 2015, previously Deputy General Counsel and Corporate Secretary.
- ·Gaurav Rana joined Oportun in 2017 as Head of Data and Analytics.
- ·Investor Contact: Dorian Hare (650) 590-4323, ir@oportun.com
02-04-2026
At the 2025 Annual Meeting on March 31, 2026, Olenox Industries Inc. stockholders re-elected all seven directors (Michael McLaren, Adam Falkoff, Jill Anderson, Thomas Meharey, Paula J. Dobriansky, Erik Blum, and Samarth Verma), ratified RBSM LLP as auditor, approved advisory say-on-pay, stock issuances to Generating Alpha Ltd. and JAK Industrial Ventures I LLC exceeding 20% of outstanding shares, an increase in the Stock Incentive Plan by 1,500,000 shares with evergreen provision, authorized Common Stock from 75,000,000 to 3,000,000,000 shares, and a 1-for-10 to 1-for-20 reverse stock split. However, the merger with New Asia Holdings, Inc. and conversion of Series A Preferred Stock (at 15:1 ratio) failed approval, with significant opposition noted for director Samarth Verma (higher withheld votes). Other proposals, including adjournment authority, passed.
- ·Securities purchase agreements with Generating Alpha Ltd. dated March 27, 2025; April 11, 2025; May 29, 2025.
- ·Securities Purchase Agreement with JAK Industrial Ventures I LLC dated November 25, 2025.
- ·Merger Agreement with New Asia Holdings, Inc. dated February 2, 2025.
- ·Definitive Proxy Statement filed February 13, 2026.
02-04-2026
Cboe Global Markets, Inc. has issued its 2026 Proxy Statement for the virtual Annual Meeting on May 14, 2026, seeking stockholder approval to elect 12 directors, approve executive compensation on an advisory basis, ratify KPMG LLP as independent auditors for 2026, and consider a stockholder proposal on shareholder right to act by written consent. The proxy highlights strong 2025 performance including record options volume, new product launches, strategic business realignment, and expanded retail access via a Pan-European Best Bid and Offer solution, with no declines or flat metrics reported. Stockholder returns emphasized ongoing commitment to long-term value creation.
- ·Record date: March 19, 2026
- ·Annual Meeting: May 14, 2026, 8:00 a.m. Central time, virtual via www.virtualshareholdermeeting.com/CBOE2026
- ·One stockholder proposal on shareholder right to act by written consent
02-04-2026
Willow Lane Acquisition Corp. II, a blank check company, announced on April 2, 2026, that commencing April 6, 2026, holders of its units (WLIIU) may elect to separately trade Class A Ordinary Shares (WLII) and redeemable warrants (WLIIW) on the Nasdaq Global Market. No fractional warrants will be issued, and unsegregated units will continue trading under WLIIU. Brokers must contact Continental Stock Transfer & Trust Company to effect separations.
- ·Company address: 250 West 57th Street, Suite 415, New York, NY 10107
- ·Investor contacts: George Peng (george@willowac.com), Marjorie (Maya) Hernandez (maya@willowac.com), phone (646) 565-3861
02-04-2026
Marex Group plc filed Form 13F-HR on April 2, 2026, disclosing its U.S. equity holdings as of December 31, 2022, managed through entities including Marex Financial and Marex Capital Markets Inc. The portfolio spans over 200 positions across technology, ETFs, energy, biotech, and emerging markets, with largest holdings including iShares China Large-Cap ETF (36358233 USD), Air Products & Chems Inc (40171890 USD), and S&P Global Inc (40777200 USD). No changes in any positions were reported.
- ·All positions designated as DFND (defined) with voting authority solely held by filer.
- ·No additions, deletions, or share count changes reported (all prior values 0).
- ·Holdings include exposure to high-volatility sectors like biotech (e.g., Invitae Corp 38740 shares), crypto-related (e.g., Marathon Digital Holdings 284900 shares), and Chinese ADRs.
- ·Business address: 155 Bishopsgate, London EC2M 3TQ, UK.
02-04-2026
WSFS Financial Corporation has issued definitive additional proxy materials for its 2026 Annual Meeting of Stockholders, to be held virtually on May 14, 2026 at 4:00 PM Eastern Time. The meeting includes Proposal 1: election of three directors (Eleuthère I. du Pont, Michelle Hong, David G. Turner) for a three-year term ending at the 2029 Annual Meeting; Proposal 2: advisory approval of named executive officers' compensation; and Proposal 3: ratification of KPMG LLP as independent auditors for the fiscal year ending December 31, 2026. The Board recommends voting 'FOR' all proposals, with proxy materials available online at https://web.viewproxy.com/wsfs/2026.
- ·Proxy materials request deadline: May 6, 2026 for timely delivery
- ·Virtual meeting registration deadline: 11:59 PM EDT on May 11, 2026
- ·Voting methods: Internet at www.AALvote.com/WSFS using 11-digit Control Number, prior to or during the meeting
02-04-2026
WSFS Financial Corporation's 2026 Proxy Statement solicits votes for its virtual Annual Meeting on May 14, 2026, including the election of three directors for a three-year term, an advisory vote to approve NEO compensation, and ratification of KPMG LLP as independent auditors for the fiscal year ending December 31, 2026. 2025 business performance highlights include diluted EPS of $5.09, ROA of 1.36%, fee revenue percentage of 31.8%, and net income of $287.3 million, with a 17.55% performance metric. The Board recommends voting FOR all proposals, and Rodger Levenson serves as Chairman, President, and CEO.
- ·Record Date: March 20, 2026
- ·Annual Meeting registration deadline: May 11, 2026, 11:59 P.M. ET
- ·Proxy materials first available: on or about March 27, 2026
- ·Voting methods: Internet (www.aalvote.com/WSFS), Telephone (1-866-804-9616), Mail (by May 13, 2026)
02-04-2026
The 520 Almanor Mortgage Loan, constituting approximately 5.4% of the 3650R 2021-PF1 Commercial Mortgage Trust's asset pool as of its cut-off date, has undergone a special servicer change from CWCapital Asset Management LLC to Torchlight Loan Services, LLC, effective April 2, 2026. This loan is part of a loan combination serviced under the Benchmark 2021-B30 Mortgage Trust's pooling and servicing agreement dated November 1, 2021. The appointment follows Section 3.22(b) of the PSA in the interest of transaction management.
- ·Torchlight Loan Services, LLC principal special servicing office: 90 Park Avenue, 20th Floor, New York, New York 10016; Telephone: 212-883-2800
- ·Change effective as of April 2, 2026, pursuant to Section 3.22(b) of the BMARK 2021-B30 PSA dated November 1, 2021
02-04-2026
On March 2, 2026, Warburg Pincus Access Fund, L.P. sold unregistered limited partnership units to third-party investors for aggregate consideration of $61,585,160, consisting of 2,433,500 Class B-1 units at $60,837,500 and 29,906 Class B-3 units at $747,660, each at $25.00 per unit. As of February 28, 2026, the Fund's Transactional NAV per unit was $26.11-$26.71 for Class A and E units, while remaining at $25.00 for Class B units. WP ACE (the Fund and a related vehicle) sold interests for approximately $80,126,684 in their continuous private offerings.
- ·Units sold exempt from registration under Section 4(a)(2) and Regulation D.
- ·Transactional NAV calculated monthly based on month-end values, adjusted for management fees, performance allocation, and class-specific expenses.
- ·Differences expected between Transactional NAV and GAAP NAV due to methodology variances.
02-04-2026
Avis Budget Group, Inc. (CAR) proxy statement seeks shareholder ratification of Deloitte & Touche LLP as independent auditors for fiscal 2026, with audit fees increasing 9% YoY to $11.3M in 2025 from $10.4M in 2024, audit-related fees up 132% to $72K, and tax fees up 82% to $4.0M. It also includes an advisory vote to approve executive compensation and a shareholder proposal from John Chevedden for majority voting governance, which the Board opposes following failed similar proposals in 2025. All other fees remained flat at $0.
- ·Deloitte has served as independent auditors since 1997; lead engagement partner rotated in 2025.
- ·Shareholder proposals for 2027 Annual Meeting due by December 3, 2026 (Rule 14a-8) or February 19 to March 21, 2027 (By-laws).
- ·In 2025, similar majority vote proposals failed to pass despite Board recommendation, with one passing and three failing.
02-04-2026
Lamar Advertising Co/New (LAMR) DEF 14A proxy statement for the virtual annual meeting on May 14, 2026 (record date March 16, 2026) outlines voting on director elections, ratification of KPMG LLP as auditor, advisory approval of NEO compensation, and amendments to the 1996 Equity Incentive Plan and 2019 Employee Stock Purchase Plan. Outstanding shares as of record date: 87,021,456 Class A (1 vote/share), 14,420,085 Class B (10 votes/share), and 5,719.49 Series AA Preferred (1 vote/share), with quorum at one-third. The Reilly family maintains significant control via Class B shares, including Kevin P. Reilly Jr. (78.79% of Class B), Sean E. Reilly (73.22%), and Reilly Family LLC (62.41%), alongside 5% Class A holders Vanguard Group (14.53%) and BlackRock Inc. (10.39%).
- ·Quorum requires holders of one-third of voting shares.
- ·Broker non-votes and abstentions count for quorum but not votes cast.
- ·Voting deadlines: internet/telephone by 11:59 p.m. CDT May 13, 2026; questions by 10:59 p.m. CDT May 11, 2026.
- ·Class B and Series AA holders receive printed materials; Class A via notice.
- ·Proxy default vote: FOR all proposals.
02-04-2026
PennantPark Floating Rate Capital Ltd. (PFLT) filed an 8-K on April 2, 2026, under Items 7.01 (Regulation FD Disclosure) and 9.01, announcing its monthly distribution via a press release furnished as Exhibit 99.1. The filing includes standard disclaimers on forward-looking statements and notes that the information is furnished, not filed. No specific financial metrics or comparisons were detailed in the disclosure.
- ·Common Stock: par value $0.001 per share, trading symbol PFLT on The New York Stock Exchange
- ·Principal executive offices: 1691 Michigan Avenue, Miami Beach, Florida 33139
- ·Telephone: (786) 297-9500
02-04-2026
Kratos Defense & Security Solutions, Inc. (KTOS) filed a DEFA14A, Definitive Additional Materials proxy statement on April 02, 2026, pursuant to Section 14(a) of the Securities Exchange Act of 1934. No fee was required for the filing, and no substantive proposals, financial data, or voting matters are detailed in the provided cover page.
- ·Filed by the Registrant
- ·No fee required
02-04-2026
Kratos Defense & Security Solutions, Inc. (KTOS) 2026 proxy statement outlines the virtual annual meeting on May 12, 2026, seeking approval to elect nine directors including Eric DeMarco (President and CEO), ratify Deloitte & Touche LLP as auditors, increase authorized common shares from 195,000,000 to 245,000,000, add officer exculpation to the Certificate of Incorporation, increase the 2023 Equity Incentive Plan by 6,900,000 shares, and approve NEO compensation on an advisory basis. The Board unanimously recommends voting FOR all proposals with record date March 20, 2026. No performance declines or financial metrics are highlighted in the proxy.
- ·Annual meeting at 9:00 a.m. PDT, virtually at www.virtualshareholdermeeting.com/KTOS2026.
- ·Record date: close of business on March 20, 2026.
- ·Fiscal year for auditor ratification ends December 27, 2026.
- ·Director tenures range from 1997 (Scott Anderson, Scot Jarvis) to 2026 (David King).
02-04-2026
Frontier Group Holdings, Inc. filed Definitive Additional Materials (DEFA14A) for its 2026 Annual Meeting of stockholders on May 14, 2026, held virtually. Key proposals include electing four Class II directors (Andrew S. Broderick, Bernard L. Han, Anthony D. Salcido, Alejandro D. Wolff) to serve until 2029, ratifying Ernst & Young LLP as independent auditors for fiscal year ending December 31, 2026, and advisory approval of named executive officer compensation. Proxy materials, including the Notice, Proxy Statement, and Form 10-K, are available online at www.ProxyVote.com or by request before April 30, 2026.
- ·Annual Meeting: May 14, 2026 at 9:30 a.m. MDT virtually at www.virtualshareholdermeeting.com/ULCC2026
- ·Vote by: May 13, 2026 11:59 p.m. EDT at www.ProxyVote.com
- ·Material request deadline: April 30, 2026 via www.proxyvote.com, 1-800-579-1639, or sendmaterial@proxyvote.com
02-04-2026
Flotek Industries, Inc. (FTK) filed Definitive Additional Materials (DEFA14A) on April 02, 2026, as proxy solicitation materials pursuant to Section 14(a) of the Securities Exchange Act of 1934. The filing indicates no fee was required and relates to the 2026 proxy for the annual meeting. No specific proposals, financial data, or voting items are detailed in the provided header content.
- ·Filed by the Registrant
- ·Not preliminary, confidential, or soliciting material under Rule 14a-12
02-04-2026
First Solar, Inc. (FSLR) filed Definitive Additional Materials (DEFA14A) on April 02, 2026, as part of its proxy statement pursuant to Section 14(a) of the Securities Exchange Act of 1934. The filing was submitted by the registrant with no fee required. No specific proposals, financial data, or voting matters are detailed in the provided header information.
- ·Filing Type: DEFA14A (Definitive Additional Materials)
- ·Document filename reference: a2026proxymaterials2025res.htm
- ·Payment of Filing Fee: No fee required
02-04-2026
Frontier Group Holdings, Inc. (ULCC) filed its DEF 14A Proxy Statement on April 2, 2026, for the virtual annual stockholder meeting on May 14, 2026, seeking approval to elect four Class II directors (Andrew S. Broderick, Bernard L. Han, Anthony D. Salcido, and Alejandro D. Wolff) to serve until the 2029 annual meeting, ratify Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026, and provide an advisory vote approving named executive officer compensation. The record date is March 27, 2026, with 229,732,124 shares of common stock outstanding. No financial performance metrics or period-over-period comparisons are detailed in the filing.
- ·Annual Meeting: May 14, 2026, at 9:30 a.m. Mountain Daylight Time, virtual via www.virtualshareholdermeeting.com/ULCC2026
- ·Record Date: March 27, 2026
- ·Voting matters: Plurality for director election; Majority for auditor ratification and advisory compensation approval
- ·Company address: 4545 Airport Way, Denver, CO 80239
02-04-2026
Flotek Industries, Inc. has issued its definitive proxy statement for the 2026 Annual Meeting of Shareholders on May 15, 2026, seeking approval to elect seven directors (increasing from six, with Lisa Mayr not renominated), a non-binding advisory vote on Named Executive Officer compensation, and ratification of KPMG LLP as independent auditor for 2026. The Board nominees include Non-Executive Chairman Harsha V. Agadi, CEO Ryan G. Ezell, and five independent directors. Proxy materials reference the 2025 Annual Report on Form 10-K but disclose no specific financial metrics or performance changes.
- ·Record date for voting eligibility: March 20, 2026.
- ·Meeting location: 5775 N. Sam Houston Parkway W., Suite 400, Houston, TX 77086.
- ·Proxy materials mailed or available online on or about April 2, 2026.
02-04-2026
ISQ Open Infrastructure Co LLC issued and sold unregistered shares across multiple classes on March 1, 2026, raising total aggregate net proceeds of $28,284,860 from accredited and non-U.S. investors. During March 2026, the Company increased its holdings in existing portfolio companies and determined Transactional Net Asset Values per share ranging from $32.03 to $33.75 as of February 28, 2026, with total TNAV of $46,913 thousand for Series I and $207,006 thousand for Series II. It also declared a special cash distribution of $0.3399 per share across listed classes, payable on or about May 5, 2026.
- ·GAAP Net Asset Value for Series I: $45,871 thousand as of February 28, 2026
- ·GAAP Net Asset Value for Series II: $202,642 thousand as of February 28, 2026
- ·Transactional NAV per share examples: F-STE Shares $32.20, F-J Shares $32.21, E Shares $33.75 as of February 28, 2026
- ·Share sales exempt under Section 4(a)(2), Regulation D, and/or Regulation S
- ·Distributions payable to holders of record March 31, 2026, on or about May 5, 2026, with option for reinvestment
02-04-2026
TFS Financial Corporation's primary subsidiary, Third Federal Savings & Loan Association of Cleveland, announced the retirement of Meredith S. Weil as Board of Directors member and Chief Financial Officer effective January 2027, following nearly 30 years with the company including roles as COO and Board member since 2014. James E. LaRocca, formerly EVP and CFO of Westfield Bank (acquired by First Financial Bancorp in November 2025), will join as Finance and Accounting Officer on June 29, 2026, and is expected to assume the CFO role. As of December 31, 2025, the company's assets totaled $17.50 billion.
- ·Third Federal founded in 1938 as a mutual association and became part of public company in 2007 (Nasdaq: TFSL)
- ·Ms. Weil served as COO from 2012-2023 and CFO since 2024
- ·Mr. LaRocca held BA in Accounting and MBA from Baldwin-Wallace University; licensed CPA in Ohio
02-04-2026
On March 27, 2026, Cardiff Oncology, Inc. entered into separation agreements with former CEO Dr. Mark Erlander and former CFO James Levine following their earlier step-downs, entailing significant severance costs including 12 months of base salary continuation ($635,000 for Erlander and $490,000 for Levine), payment of their 2025 bonuses ($122,238 and $61,740 respectively), pro-rated 50% target bonuses for 2026, and up to 12 months of healthcare benefits. Dr. Erlander also signed a consulting agreement with continued stock option vesting until June 2026 and exercisability for 12 months thereafter, while Levine's vested options are exercisable for 12 months post-separation. Dr. Erlander resigned as a director on the same date.
- ·Both executives agreed to general release and confidentiality provisions.
- ·Dr. Erlander's stock options continue to vest until June 2026, then exercisable for 12 months.
- ·Mr. Levine's vested stock options exercisable for 12 months after March 27, 2026.
02-04-2026
Borealis Foods Inc. entered a Forbearance and Amendment Agreement on March 27, 2026, with Frontwell Capital Partners Inc. to address multiple Specified Defaults under its Credit Agreement, including overadvances, failure to maintain Excess Availability, issuance of $26.7 million in prohibited unsecured notes, and reporting failures, with outstanding Obligations of $16,116,215.30 as of March 25, 2026. The agreement increases financial costs via a default interest rate (up 2.00% since December 9, 2025), higher Applicable Margins (Revolving Loans to 6.50% from 4.50%, Term Loan to 6.75% from 4.75%), a $50,000 forbearance fee, and a $600,000 reserve, while blocking payments on the unsecured notes and requiring milestones like a Refinancing Plan by April 9, 2026. The company appointed Jeffrey T. Varsalone as Chief Restructuring Officer effective March 30, 2026, with broad powers, signaling severe financial distress during the Forbearance Period ending April 27, 2026.
- ·Forbearance Period commences March 27, 2026, and ends April 27, 2026, unless earlier terminated on Forbearance Default.
- ·Milestones include CRO retention by March 30, 2026, and delivery of Refinancing Plan by April 9, 2026.
- ·VRS hourly rates range from $325 to $925 per hour; no success or contingent fees.
- ·Blocked Notes holders include Chairman Barthelemy Helg, CEO Reza Soltanzadeh's controlled entities, and former SPAC sponsor Oxus Capital PTE LTD.
02-04-2026
Bank of Marin Bancorp (Nasdaq: BMRC) announced a webcast of its Q1 2026 earnings call on April 27, 2026, at 8:30 a.m. PT, where President and CEO Tim Myers and EVP and CFO Dave Bonaccorso will discuss results for the fiscal first quarter ended March 31, 2026. The company, with $3.9 billion in assets, operates 27 branches and eight commercial banking offices in Northern California. A replay will be available on the company's investor relations website.
- ·Founded in 1990 and headquartered in Novato, CA.
- ·Consistently ranked one of the “Top Corporate Philanthropists" by San Francisco Business Times since 2003.
- ·Ranked top 13 in Sacramento Business Journal’s 2025 Corporate Direct Giving List.
- ·Recognized as one of North Bay Business Journal’s “Best Places to Work” in 2025.
- ·Inducted into North Bay Biz’s “Best of” Hall of Fame in 2024.
- ·Included in the Russell 2000 Small-Cap Index and Nasdaq ABA Community Bank Index.
02-04-2026
Cleveland-Cliffs Inc. (CLF) filed a DEFA14A Definitive Additional Proxy Materials on April 02, 2026, pursuant to Section 14(a) of the Securities Exchange Act of 1934. The filing is marked as filed by the registrant with no fee required. No substantive proxy details, financial data, or voting matters are included in the provided document header.
02-04-2026
Peoples Financial Services Corp. appointed Gerard A. Champi as President of Peoples and Peoples Security Bank and Trust Company effective April 3, 2026, succeeding Thomas P. Tulaney who is retiring on the same date; Champi will continue as CEO. Tulaney entered a consulting agreement with Peoples Bank for senior advisory services at $8,000 per month. Director Elisa Zúñiga Ramirez provided notice on April 1, 2026, that she will not stand for reelection at the 2026 annual meeting, with no disagreements cited, leading to board size reductions.
- ·No family relationship between Gerard A. Champi and any other director or executive officer.
- ·Gerard A. Champi not involved in any Item 404(a) disclosable transactions.
- ·Elisa Zúñiga Ramirez's decision to not stand for reelection not due to any disagreement with Peoples.
- ·Consulting agreement terminable by either party with 30 days' written notice.
- ·Peoples accelerated vesting of Tulaney's awards and transferred company-owned vehicle upon retirement.
02-04-2026
FormFactor, Inc. (FORM) has filed a DEFA14A proxy statement for its annual stockholder meeting on May 15, 2026, at 3:00 PM PDT, held virtually at www.virtualshareholdermeeting.com/FORM2026. Key proposals include election of seven director nominees (board recommends FOR all), amendment to the certificate of incorporation for officer exculpation under new Delaware law, advisory approval of executive compensation, increase of 5,000,000 shares in the 2012 Equity Incentive Plan, and ratification of KPMG LLP as auditors for fiscal 2026 (board recommends FOR). Shareholders are encouraged to review full materials at www.ProxyVote.com and vote accordingly.
- ·Proxy materials request deadline: May 1, 2026.
- ·Voting options: www.ProxyVote.com, 1-800-579-1639, or sendmaterial@proxyvote.com (include control number).
- ·Meeting attendance requires control number.
02-04-2026
LPL Financial Holdings Inc. issued a DEFA14A proxy statement for its 2026 Annual Meeting of Stockholders on May 14, 2026, at 8:00 AM ET in Fort Mill, SC. Shareholders are voting on electing 11 director nominees (including Edward C. Bernard, H. Paulett Eberhart, and others), ratifying Deloitte & Touche LLP as independent auditors for FY ending December 31, 2026, approving executive compensation on an advisory basis, and adopting Charter amendments to eliminate supermajority voting, add officer exculpation, and remove the corporate opportunities provision.
- ·Materials request deadline: April 30, 2026 via www.ProxyVote.com, 1-800-579-1639, or sendmaterial@proxyvote.com
- ·Meeting address: 1055 LPL Way, Fort Mill, SC 29715
- ·Board recommends 'For' on all proposals
02-04-2026
Franklin Street Properties Corp. (FSP) filed its 2026 DEF 14A Proxy Statement for the virtual Annual Meeting on May 14, 2026, at 11:00 a.m. ET. Stockholders of record as of March 3, 2026 (103,690,340 shares outstanding) will vote on Proposal 1: election of five directors for one-year terms; Proposal 2: ratification of Ernst & Young LLP as independent auditors for FY ending December 31, 2026; and Proposal 3: advisory approval of executive compensation. The Board recommends voting FOR all proposals; no financial performance metrics or period comparisons are discussed.
- ·Record Date: close of business on March 3, 2026
- ·Proxy materials mailing begins on or about April 2, 2026
- ·Virtual meeting access: www.virtualshareholdermeeting.com/FSP2026 (requires 16-digit control number)
- ·Voting deadline: 11:59 p.m. ET on May 13, 2026 (Internet/telephone)
- ·Quorum: majority of outstanding shares (abstentions and broker non-votes count toward quorum)
- ·Proposal 1 requires majority of votes cast FOR each director nominee
- ·Proposals 2 and 3 require majority of votes cast
02-04-2026
Franklin Street Properties Corp. (FSP) filed definitive additional proxy materials (DEFA14A) for its 2026 Annual Meeting of Stockholders on May 14, 2026, at 11:00 a.m. ET, held exclusively via live audio webcast. Shareholders will vote on electing five director nominees (George J. Carter, Georgia Murray, John N. Burke, Dennis J. McGillicuddy, and Jennifer Bitterman), ratifying Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026, and approving executive compensation on a non-binding advisory basis. The board recommends voting 'FOR' all proposals.
- ·Vote deadline: May 13, 2026, 11:59 PM ET
- ·Proxy materials request deadline: April 30, 2026
- ·Virtual meeting URL: www.virtualshareholdermeeting.com/FSP2026
- ·Control numbers referenced: V88409-P46611, V88410-P46611
02-04-2026
BBB Foods Inc's annual report for the year ended December 31, 2025, shows robust total revenue growth of 36.1% YoY to Ps. 78,152,943 thousand, driven by merchandise sales up 36.1% to Ps. 78,044,107 thousand, with gross profit increasing 34.8% to Ps. 12,643,474 thousand. However, the company reported an operating loss of Ps. 675,230 thousand, down 150.8% from a profit of Ps. 1,328,509 thousand in 2024, and a net loss of Ps. 2,839,571 thousand versus a profit of Ps. 334,422 thousand, impacted by administrative expenses surging 156.4% and net financial costs rising 181.6%. Operating cash flows improved 24.9% to Ps. 4,681,613 thousand, though cash and equivalents slightly decreased.
- ·Net cash used in investing activities improved to Ps. 3,408,882 thousand outflow in 2025 from Ps. 4,907,296 thousand in 2024.
- ·Common Options outstanding decreased to 30,824,335 shares as of Dec 31, 2025 from 33,498,750.
- ·Exit Options outstanding at 6,920,977 shares as of Dec 31, 2025.
- ·Filing date: April 02, 2026.
02-04-2026
The Compensation Committee approved FY2025 non-equity incentive plan payments for named executive officers, resulting in total compensation increases versus FY2024, with CEO Charles E. Bradley, Jr. at $5,439,647 (up 31%, though salary flat at $995,000), President Michael T. Lavin at $1,386,590 (up 44%, salary flat at $470,000), and CFO Danny Bharwani at $1,254,849 (up 43%, salary up 12% to $430,762). These updates revise the Summary Compensation Table from the March 16, 2026 10-K filing. CEO bonus of $3,283,500 reflects performance against objectives including quarterly budgets, four securitizations, originations targets up to $2.1 billion, expense reductions, and stock price milestones.
- ·Option awards valued using Black-Scholes model: weighted average fair value $3.80 per option (4.11 years expected life, 53.94% volatility, 4.10% risk-free rate).
- ·CEO bonus objectives weighted up to 720% of base salary, including 80% for budgets/securitizations/originations/stock targets, 200% for 1% expense cut, 100% for financing deals.
02-04-2026
Tyson Foods, Inc. announced on April 2, 2026, the appointment of Phillip Thomas as Vice President, Controller and Chief Accounting Officer effective April 6, 2026, succeeding Lori Bondar who will step down from the Chief Accounting Officer role but remain as Senior Vice President to assist with the transition before retiring by fiscal year-end. Mr. Thomas, an internal candidate previously serving as Vice President and Controller since December 2023, has a long tenure with the company including prior stints in similar roles. His compensation includes an annual base salary of $360,574, target annual incentive of 55% of base salary, and long-term incentive target of $175,000.
- ·Phillip Thomas, age 51, previously served as Vice President and Controller (Dec 2023-present), Vice President, Controller and Chief Accounting Officer (Jul 2020-Dec 2023), Vice President and Assistant Controller (Mar 2014-Jul 2020), and Senior Director Financial Reporting (Jul 2008-Mar 2014).
- ·Long-term incentive award mix: 75% restricted stock units, 25% performance stock.
- ·No family relationship between Mr. Thomas and any director or officer; no arrangement or understanding pursuant to his selection; not party to any related party transactions under Item 404(a) of Regulation S-K.
02-04-2026
Norman Fields, Gottscho Capital Management, LLC filed its 13F-HR on April 2, 2026, reporting holdings as of March 31, 2026, totaling $302,485,523 across 65 positions, all with sole voting and investment power. Top holdings include Costco Wholesale Corp ($56,980,850; 57,185 shares), Berkshire Hathaway Class B ($47,159,989; 98,414 shares), Apple Inc. ($28,180,080; 111,037 shares), Visa Inc. Class A ($27,976,241; 92,563 shares), and American Express Company ($10,414,386; 34,430 shares). The portfolio is diversified across large-cap stocks, ETFs, and select smaller names with no reported changes or performance metrics.
- ·All 65 positions held with sole voting power and no shared power indicated.
- ·Filer address: 1120 Avenue of the Americas, Fourth Floor, New York, NY 10022.
- ·No put/call options or other investment discretion reported.
02-04-2026
Weatherford International plc announced on April 2, 2026, a proposal to reorganize its corporate structure by redomesticating the parent company from Ireland to the United States as a Texas corporation, subject to shareholder approval and sanction by the High Court of Ireland. The company filed a preliminary proxy statement with the SEC on the same date, with a definitive proxy to follow, and issued a press release attached as Exhibit 99.1. No financial metrics or performance data were disclosed in the filing.
- ·Principal executive offices: 2000 St. James Place, Houston, Texas 77056
- ·Telephone: 713.836.4000
- ·Preliminary proxy statement filed with SEC on April 2, 2026
- ·Reference to prior proxy for 2025 Annual Meeting filed April 23, 2025
02-04-2026
Weatherford International plc announced a proposal on April 2, 2026, to reorganize its corporate structure by redomesticating the parent company from Ireland to the United States as a Texas corporation, subject to shareholder approval and sanction by the High Court of Ireland. A press release detailing the proposal was issued and attached as Exhibit 99.1, with a preliminary proxy statement filed with the SEC on the same date. The filing includes forward-looking statements with noted risks, including approval uncertainties, potential costs, operational disruptions, and tax law changes.
- ·Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
- ·Preliminary proxy statement filed with SEC on April 2, 2026; definitive version to follow.
- ·Ordinary shares traded on NASDAQ Global Select Market under symbol WFRD.
02-04-2026
Booking Holdings Inc. filed an amendment to its Restated Certificate of Incorporation, increasing authorized common stock to 25,000,000,000 shares with a par value of $0.008 per share and preferred stock to 150,000,000 shares with a par value of $0.01 per share. The amendment implements a 25-for-1 stock split on all issued and outstanding common shares and treasury shares, effective at 4:01 p.m. Eastern Time on April 2, 2026. The change was adopted by the Board of Directors pursuant to Section 242 of the Delaware General Corporation Law.
- ·Each pre-split common share certificate deemed to represent 25 post-split shares until surrendered
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