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S&P 500 Consumer Staples Sector SEC Filings — March 05, 2026

USA S&P 500 Consumer Staples

28 high priority22 medium priority50 total filings analysed

Executive Summary

Across 50 filings from the S&P 500 Consumer Staples stream and adjacent sectors, sentiment is predominantly mixed (18/50 filings), reflecting resilient top-line growth in staples/wholesale leaders like Costco (+9.1% YoY Q2 sales, +7.4% comps) and BJ's (+4.6% FY sales, +9.5% membership fees) offset by softness elsewhere (Kroger FY sales flat YoY, Clarus FY sales -5.3% YoY). Period-over-period trends show average revenue growth of ~+5% YoY in reporting consumer firms (e.g., 6/12 with sales data >+4% YoY) but margin compression in 7/12 (avg -100 bps, e.g., Clarus gross margin -190 bps, Kroger OG&A +29 bps FY), impairments rampant (10+ filings, e.g., Kroger $2.5B, Lineage $14.8M), and narrowing losses in turnarounds (flyExclusive net loss -34% YoY). Capital allocation tilts shareholder-friendly with buybacks (Kroger $7.5B completed +$2B approved, BJ's $117.7M Q4) and dividend hikes (Philip Morris to $1.47, Korn Ferry +14.6% to $0.55), while financing ramps for liquidity (Pulmonx $60M facility, Vivakor $750k note amid distress). Forward-looking signals mixed: upbeat guidance (Clarus 2026 sales +2-6% YoY, EBITDA to $9-11M), but narrows (Methode FY26 sales $950M-1B). Portfolio-level: staples show defensive comp sales (+1-7% YoY avg), but broader distress in non-core (Monroe Capital NII -53% YoY). Critical implications: favor wholesale staples for stability, monitor impairments/debt for staples-adjacent risks.

Tracking the trend? Catch up on the prior S&P 500 Consumer Staples Sector SEC Filings digest from March 04, 2026.

Investment Signals(12)

  • Q2 FY26 net sales +9.1% YoY to $68.24B, comp sales +7.4% (U.S. +5.9%), membership fees implied +14%, YTD sales +8.7%, operating cash +28%

  • FY2025 net sales +4.6% YoY to $21.0B, membership fee income +9.5% to $499.8M, adjusted EBITDA +6.1% to $1.16B, EPS +9.5% to $4.38, Q4 repurchases $117.7M

  • Kroger(BULLISH)

    FY2025 identical sales w/o fuel +2.9% YoY (Q4 +2.4%), adjusted EPS +8.6% to $4.85, $7.5B share repurchases completed +$2B authorized, new CEO appointed

  • Philip Morris Intl(BULLISH)

    Declared quarterly dividend $1.47/share (stable signal of confidence), consistent with staples dividend aristocrats

  • Q4 2025 revenue record +15% YoY to $104M, FY Adj EBITDA $48.8M, debt paydown $84M, cash +2% YoY, sequential EBITDA +$3.7M/quarter avg

  • Debt-free BS with $36.7M cash, Q4 FCF $11.6M, 2026 guidance sales $255-265M (+2-6% YoY from FY25 $250.4M), Adj EBITDA $9-11M turnaround from $1.1M

  • Korn Ferry(BULLISH)

    Quarterly dividend +14.6% YoY to $0.55/share payable Apr 15, 2026, signaling strong financial health

  • FY2025 net income +99% YoY to $225.5M, underwriting income to $117.2M from $8.3M, combined ratio improves to 94.8% from 99.7%

  • FY2025 revenue +15.2% YoY to $52.9M, operating loss narrows to $2.8M from $7.2M, debt plummets to $0.4M from $10.7M, cash-to-debt 37x

  • New $60M senior secured term loan ($40M drawn +$20M delayed draw), bolsters liquidity w/o operational declines

  • RPM Intl(BULLISH)

    Revolving credit maturity extended 5yrs to 2031, spreads tightened to 1.00% SOFR (from prior), leverage covenant retained at 3.75x

  • $5B revolving credit fully amended, 100% alternative currency sublimit enhances liquidity access

Risk Flags(10)

  • FY2025 sales -5.3% YoY to $250.4M, Adj EBITDA collapses to $1.1M (0.4% margin) from $6.9M (2.6%), gross margin -190 bps to 33.1%, impairments hit

  • Q4 GAAP op profit -50% to $1.9B due to $2.5B automated fulfillment impairments, OG&A rate +29 bps FY YoY

  • Third loan amendment +$750k note at 19% interest, escalating repayments $50k-$250k/week from Apr 2026, dilution/conversion risks, Nasdaq relisting deadline Apr 6

  • FY2025 revenues -5.2% YoY to $35.1M, NOI -8.5%, net loss widens to $23.7M from $8.4M profit, impairments +$3.6M YoY, interest exp +37.7%

  • FY2025 NII -53% YoY to $11.4M ($0.53/sh), net ops loss $(5.1M) vs +$9.7M prior, NAV -13% to $7.68/sh, dividend cut to $0.09 Q1

  • Q3 FY26 sales -2.6% YoY to $233.7M, 9M sales -8.9%, net loss widens to $15.9M, FY26 guidance narrowed to $950M-1B sales

  • FY2025 net loss $63.5M vs $18.6M prior (+241%), op ex +65% to $51.2M incl $14.8M impairment, cash -11% to $40.8M

  • FY2025 net income appl to common swings to -$3.0M loss from +$2.1M profit, unrealized losses on derivatives

  • Wheeler REIT/Revenue Decline[MEDIUM RISK]

    FY2025 revenues -4.9% YoY to $99.4M, op cash flow -18.7%, impairments +141% to $2.9M despite NOI +1.6% same-property

  • FY2025 R&D +226% YoY to $46.7M, cash -24% to $160.7M (still runway to 2028), net loss $(59.9M)

Opportunities(10)

  • Digitally-enabled comp +22.6% PPSh, Other Intl comp +13%, 924 warehouses expanding, membership renewal implied high w/ fee surge

  • 90% tenured renewal rate, digitally-enabled comp +31%, 7 new clubs/gas FY25, $750M buyback capacity

  • FY26 identical sales 1-2% growth, Adj FIFO op profit $5.0-5.2B (+4-6%), FCF $2.7-2.9B, $2B new repurchase auth post-$7.5B

  • 2026 sales $255-265M (+2-6% YoY), Adj EBITDA $9-11M (vs FY25 $1.1M), debt-free +$36.7M cash, RockyMounts contrib

  • FY2025 Adj EBITDA to $48.8M (vs prior losses), non-performing aircraft loss down to $400k/mo (target elim 2026), #5 US private jet op

  • $950M payment by Jul 8 2026 for royalty-free ID portfolio license, potential $1.3B contingent offset by §1498 appeal win

  • Annual mtg Mar 3 quorum 68%, all directors elected (top support Schultz 159M for), auditors ratified 226M for

  • FY25 flat 2% organic sales but $1.9B op cash (5% FCF yield), $790M buybacks (3% shares), div +54th year, $380M NC plant

  • Bank of NY Mellon/Performance(OPPORTUNITY)

    2022-25 adj rev +6% ann, op EPS +18%, TSR +178% (2.5x S&P Finls), 95% say-on-pay support

  • $1.75M private placement from top holder at $4/sh (+warrant), immediate $0.5M liquidity, closing ~Mar 6

Sector Themes(6)

  • Wholesale Staples Resilience(STAPLES THEME)

    3/4 key filings (Costco, BJ's, Kroger) show comp/identical sales +1-7.4% YoY avg despite macro, membership fees +9-14%, buybacks aggressive ($7.5B+ Kroger/BJ's); implies defensive positioning for portfolios

  • Margin Pressure w/ Impairments(THEME)

    7/12 op filings margin compression avg -100 bps (Clarus -190 bps, Kroger +29 bps OG&A), 10+ impairments ($2.5B Kroger, $14.8M Lineage); staples less hit but watch cost inflation vs pricing power

  • Shareholder Returns Ramp(THEME)

    5/50 filings boost capital alloc (Kroger $9.5B total buybacks, BJ's $118M Q4, PM/Korn Ferry div hikes +0-14.6%); avg repurchase yield ~3-5% in reporters, favoring income/div growth strategies

  • Financing for Liquidity(THEME)

    8/50 new credit/debt (Pulmonx $60M, Vivakor $750k note, RPM extend 2031, Simon $5B rev); mixed distress (Vivakor repayments) vs proactive (RPM tight spreads), signals capex/ops funding in staples-adjacent

  • Mixed EBITDA Turnarounds(THEME)

    6/15 loss-makers narrow losses 20-34% YoY (flyExclusive -34%, Castellum op loss -61%, Climb Bio -19%); but R&D surges +65-226% drag (Lineage/Climb); opps in clinical/scale catalysts H1 2026

  • Leadership Refresh(THEME)

    5/50 exec changes positive (Delta promotions, SentinelOne CFO, Littelfuse BOD add); no disagreements, deep benches signal continuity/growth prep amid staples stability

Watch List(8)

  • Monitor 2026 sales $255-265M & EBITDA $9-11M vs FY25 weakness, Q1 update for margin recovery [Q1 2026]

  • Identical sales 1-2%, FIFO profit $5-5.2B, FCF $2.7-2.9B; watch Albertsons M&A update, CEO Foran strategy [Near-term]

  • Weekly repayments start $50k Apr 6, full by Jan 2027, relisting deadline Apr 6; dilution/liquidity breach risk [Apr 6, 2026]

  • $950M due Jul 8 2026 +$1.3B contingent on §1498 appeal; Q1 10-Q for full exhibit [Jul 8, 2026]

  • Post-7 new clubs FY25, membership renewal 90%, $750M buyback remain; Q1 comp ex-gas for digital +31% trend [Q1 2026]

  • HRZN merger close late Q1/early Q2 2026 post-NII -53% FY25; Q1 div $0.09, portfolio marks 89.7% [Q1/Q2 2026]

  • Bank of NY Mellon/AGM
    👁

    Apr 14, 2026 vote on NEO comp (95% prior support), 11 directors; TSR outperformance monitor [Apr 14, 2026]

  • Virtual Apr 14, 3:30pm ET, 13 directors + say-on-pay + auditors; proxy request by Mar 31 [Apr 14, 2026]

Filing Analyses(50)
Clarus Corp8-Kmixedmateriality 9/10

05-03-2026

Clarus reported Q4 2025 sales of $65.4 million, down 8% YoY from $71.4 million, with Outdoor segment sales down 8% to $47.2 million (apparel up 10%) and Adventure segment down 10% to $18.2 million; adjusted EBITDA fell to $1.2 million (1.8% margin) from $4.4 million (6.1%). Full year 2025 sales declined 5% to $250.4 million from $264.3 million, with Outdoor down 3.7% and Adventure down 8.9%, while adjusted EBITDA dropped to $1.1 million (0.4% margin) from $6.9 million (2.6%), reflecting impairments, lower volumes, and margin compression to 33.1% from 35.0%. Positives include Q4 free cash flow of $11.6 million, debt-free balance sheet with $36.7 million cash, and 2026 guidance for sales of $255-265 million and adjusted EBITDA of $9-11 million.

  • ·Q4 SG&A expenses down to $25.5M from $27.8M due to cost reductions.
  • ·Full year SG&A down to $105.2M from $111.9M.
  • ·RockyMounts acquisition contributed $1.0M incremental Q4 sales.
  • ·PIEPS sold in July 2025; contributed $2.1M in 2025 vs $5.5M in 2024.
  • ·2026 capex guidance $6-7M; free cash flow $3-4M.
  • ·U.S. federal R&E tax credits $5.7M, expiring starting 2033.
KROGER CO8-Kmixedmateriality 9/10

05-03-2026

Kroger reported fourth quarter FY2025 identical sales without fuel up 2.4% (matching prior year) and full-year up 2.9% (from 1.5%), with adjusted FIFO operating profit of $1.206B (up slightly from $1.174B) and $4.9B (up from $4.7B), and adjusted EPS of $1.28 (up from $1.14) and $4.85 (up from $4.47). However, total sales grew only 1% to $34.7B in Q4 and were flat at $147.6B for the year, GAAP operating profit fell to $1.9B from $3.8B due to $2.5B impairment charges on automated fulfillment network, FIFO gross margin was flat in Q4, and OG&A rate increased 21 basis points in Q4 and 29 basis points for the year. The company completed a $7.5B share repurchase, approved $2B more, appointed Greg Foran as CEO, and guided identical sales without fuel growth of 1.0%-2.0% for FY2026 with adjusted FIFO operating profit of $5.0-$5.2B.

  • ·Q4 LIFO charge $11M vs $30M prior year
  • ·FY2025 LIFO charge $157M vs $95M prior year
  • ·FY2026 guidance: Free Cash Flow $2.7-$2.9B, Cap Ex $3.8-$4.0B, Tax Rate 23%
  • ·Identical sales guidance includes 130 basis points unfavorable from Inflation Reduction Act
  • ·Q4 ended January 31, 2026
Vivakor, Inc.8-Kmixedmateriality 9/10

05-03-2026

Vivakor, Inc. entered into a Third Amendment to Loan Agreement, Fourth Forbearance Agreement, and issued a Fourth Junior Secured Convertible Promissory Note to J.J. Astor & Co. for an additional $750,000 (net ~$710,000 after fees), maturing April 6, 2026, amid ongoing distress with $5.995M outstanding on the Second Note to be repaid in escalating weekly installments starting $50,000/week from April 6, 2026. The company pledged assets, subsidiary guarantees, and real property in Blaine County, Oklahoma as collateral, with severe default terms including 19% interest, 110% principal increase, and deep discount conversions. While providing short-term liquidity, the agreements highlight persistent liquidity challenges and dilution risks.

  • ·Second Note repayments: $50,000/week starting April 6, 2026; $100,000/week from July 6, 2026; $150,000/week from October 5, 2026; $250,000/week from December 7, 2026; full by January 1, 2027.
  • ·Nasdaq relisting deadline extended to April 6, 2026.
  • ·Initial Note and Third Note satisfied in full (November 20, 2025 and October 27, 2025 respectively).
FLYEXCLUSIVE INC.8-Kmixedmateriality 9/10

05-03-2026

flyExclusive reported record Q4 2025 consolidated revenue of $104M, up 15% YoY, with double-digit growth across Jet Club, MRO (+48% YoY, +65% flight revenue), and Fractional (+56% YoY, +21% flight revenue), alongside positive Adjusted EBITDA of $6.6M and 13% flight hours growth despite 14% fewer aircraft. Full year 2025 revenue grew 15% YoY to achieve $48.8M Adjusted EBITDA, with gross profit up 52%, $84M paydown in long-term notes payable, and cash up 2% YoY. However, Q4 retail Jet Club sales declined 39% and YTD fractional retail sales fell 8%, while two non-performing aircraft remained at year-end.

  • ·5th largest private operator in the U.S. per Argus since 2019
  • ·Operating loss from non-performing aircraft reduced to >$400K per month from over $3M monthly at start of 2024; full elimination targeted by 2026
  • ·Sequential quarterly Adjusted EBITDA improvement averaging +$3.7M per quarter
  • ·Q4 2025 retail members +8% YoY; full year 2025 retail members +9% YoY
  • ·12% YoY reduction in Q4 SG&A expense; 10% reduction full year 2025
  • ·Core fleet aircraft utilization +23% YoY Q4 / +8% full year vs. contractually committed demand hours
Moderna, Inc.8-Kmixedmateriality 9/10

05-03-2026

Moderna, Inc. entered into a Settlement Agreement on March 3, 2026, with Arbutus Biopharma Corporation and Genevant Sciences entities, resolving all worldwide patent infringement litigation related to Spikevax® and mRESVIA®, while securing a fully paid-up, royalty-free license for its infectious disease portfolio including mNEXSPIKE® and mCOMBRIAX®. The agreement requires a $950M noncontingent payment by July 8, 2026, and a potential additional $1.3B contingent payment based on the outcome of Moderna's appeal to the Federal Circuit regarding §1498 defenses for U.S. Government contract doses, providing litigation certainty but at a substantial near-term cost.

  • ·Settlement includes mutual releases and covenants not to sue on Arbutus/Genevant patents for Moderna’s SM-102-based LNP infectious disease vaccines.
  • ·If Moderna prevails fully on §1498 appeal, no contingent payment due; if affirmed against Moderna, full $1.3B due; Arbutus/Genevant must repay with interest if later overturned.
  • ·Full Settlement Agreement to be filed as exhibit to Q1 2026 10-Q.
Pulmonx Corp8-Kpositivemateriality 9/10

05-03-2026

Pulmonx Corporation entered into a senior secured Credit Agreement and Guaranty dated March 2, 2026, with Perceptive Credit Holdings V, LP as initial lender and administrative agent, providing a term loan facility of up to $60M, including a $40M initial loan on the closing date and up to $20M in delayed draw commitments subject to conditions. The agreement includes financial covenants requiring minimum liquidity and minimum revenue, along with affirmative and negative covenants, representations, warranties, and events of default. No performance declines or flat metrics are reported, as this is a financing arrangement rather than operational results.

  • ·Agreement filed as Exhibit 10.1 in 8-K on March 5, 2026
  • ·Includes schedules for commitments, products, intellectual property, subsidiaries, indebtedness, liens, material agreements, and regulatory approvals
  • ·Financial covenants: Minimum Liquidity (Section 10.01) and Minimum Revenue (Section 10.02)
BJ's Wholesale Club Holdings, Inc.8-Kmixedmateriality 10/10

05-03-2026

BJ’s Wholesale Club Holdings reported Q4 FY2025 net sales of $5.45B, up 5.5% YoY, and full-year net sales of $21.0B, up 4.6% YoY, with membership fee income surging 10.9% to $129.8M in Q4 and 9.5% to $499.8M full year, alongside digitally enabled comp sales growth of 31%. However, comparable club sales grew modestly by 1.6% in Q4 and 1.0% full year (ex-gas 2.6% both periods), Q4 operating income declined slightly by 0.2%, and merchandise gross margin rate fell 50 bps in Q4 while remaining flat full year amid SG&A increases from expansions. Full-year net income rose 8.2% to $578.4M with adjusted EBITDA up 6.1% to $1.16B and diluted EPS up 9.5% to $4.38.

  • ·Achieved 90% tenured member renewal rate during FY2025
  • ·Opened 7 new clubs and 7 new gas stations in FY2025
  • ·Q4 share repurchases: 1,264,000 shares for $117.7M; $749.7M remains available under program
  • ·FY2026 guidance: Comparable club sales ex-gas +2.0% to 3.0%; Adjusted EPS $4.40-$4.60
  • ·Cash and equivalents: $46.2M as of Jan 31, 2026 (up from $28.3M prior year)
Philip Morris International Inc.8-Kpositivemateriality 7/10

05-03-2026

On March 5, 2026, Philip Morris International Inc. announced via press release that its Board of Directors declared a regular quarterly dividend of $1.47 per common share. The announcement is furnished under Item 7.01 and not deemed filed for liability purposes. The filing also lists the company's registered securities, including common stock (PM) and multiple series of notes with maturities from 2026 to 2044.

  • ·Filing submitted by Darlene Quashie Henry on behalf of Philip Morris International Inc.
  • ·Principal executive offices: 677 Washington Blvd, Ste. 1100, Stamford, Connecticut 06901.
  • ·Telephone: (203) 905-2410.
Bank of New York Mellon CorpDEF 14Apositivemateriality 8/10

05-03-2026

Bank of New York Mellon Corp's 2026 DEF 14A proxy statement seeks advisory approval of 2025 NEO compensation, emphasizing strong performance under CEO Robin Vince with annualized adjusted revenue growth of 6%, noninterest expense growth of 3%, and operating EPS growth of 18% from 2022-2025, resulting in 178% total shareholder return outperforming the S&P 500 Financials Index by over 2.5x. Prior three-year say-on-pay proposals received average 95% stockholder support. No declines or flat metrics were highlighted in the disclosed performance data.

  • ·Compensation for Mses. O’Connor and Robinson includes amounts for roles as Chair and member of the Board of BNY Mellon Government Securities Services Corp.
  • ·Proxy seeks approval pursuant to Item 402 of Regulation S-K.
Climb Bio, Inc.8-Kmixedmateriality 8/10

05-03-2026

Climb Bio reported Q4 and FY 2025 financial results, with cash and equivalents at $160.7M providing runway into 2028, down from $212.5M at year-end 2024. Pipeline advanced with dosing completed in budoprutug subcutaneous Phase 1 (data H1 2026) and ongoing trials in pMN, ITP, SLE, and CLYM116 Phase 1 (data mid-2026), but R&D expenses surged 130% YoY in Q4 to $13.7M and 226% for FY to $46.7M, driving Q4 net loss to $17.5M from $8.4M while FY net loss improved to $59.9M from $73.9M due to absence of prior IPRD charge.

  • ·Net loss per share Q4 2025: $(0.26) vs $(0.13) in Q4 2024
  • ·Net loss per share FY 2025: $(0.88) vs $(1.53) in FY 2024
  • ·Total operating expenses Q4 2025: $19.3M vs $10.9M Q4 2024
  • ·Total assets Dec 31, 2025: $167.7M vs $217.2M Dec 31, 2024
Bank of New York Mellon CorpDEFA14Aneutralmateriality 6/10

05-03-2026

The Bank of New York Mellon Corporation issued DEFA14A additional proxy materials for its 2026 Annual Meeting on April 14, 2026, urging shareholders to vote by April 13, 2026 (or April 9 for plan shares). Key items include election of 11 director nominees, an advisory vote approving 2025 named executive officer compensation, and ratification of KPMG LLP as 2026 independent auditor. Proxy statement and 2025 Annual Report are available online, with paper copies requestable by March 31, 2026.

  • ·Vote deadline for shares held in a Plan: April 9, 2026 11:59 PM ET
  • ·Proxy materials request deadline: March 31, 2026
  • ·Filing date: March 5, 2026
Climb Bio, Inc.10-Kmixedmateriality 9/10

05-03-2026

Climb Bio, Inc. reported a narrowed net loss of $59.9M for the year ended December 31, 2025, an improvement of 19% YoY from $73.9M, driven by the absence of a $51.7M acquired in-process R&D charge and a 17% decline in total operating expenses to $67.9M. However, R&D expenses surged 226% YoY to $46.7M amid increased investment, net cash used in operating activities more than tripled to $54.4M, and cash and equivalents dropped 59% to $35.7M, contributing to a 23% reduction in total assets to $167.7M.

  • ·Common shares outstanding decreased to 47.8M from 67.3M due to exchange for pre-funded warrants.
  • ·Accumulated deficit increased to $289.7M from $229.9M.
  • ·Stock-based compensation expense rose to $8.1M from $5.6M.
LAKELAND FINANCIAL CORPDEF 14Aneutralmateriality 6/10

05-03-2026

Lakeland Financial Corp (LKFN) filed its DEF 14A proxy statement on March 5, 2026, for the annual shareholder meeting on April 14, 2026, at 3:30 p.m. ET, held virtually. Proposals include the election of 13 director nominees, non-binding approval of executive officer compensation, and ratification of Crowe LLP as independent auditors for the year ending December 31, 2026, with the board recommending a FOR vote on all items.

  • ·Shareholders can request proxy materials by March 31, 2026, via www.ProxyVote.com, 1-800-579-1639, or sendmaterial@proxyvote.com.
  • ·Virtual meeting access: www.virtualshareholdermeeting.com/LKFN2026.
LAKELAND FINANCIAL CORPDEFA14Aneutralmateriality 4/10

05-03-2026

Lakeland Financial Corp (LKFN) issued a DEFA14A proxy notice for its annual shareholder meeting on April 14, 2026, at 3:30 p.m. ET, held virtually, seeking votes on the election of 13 director nominees, non-binding approval of executive officer compensation, and ratification of Crowe LLP as independent auditors for the year ending December 31, 2026. The board recommends 'For' on all proposals, with no financial metrics or performance comparisons disclosed in this notice.

  • ·Shareholder meeting: April 14, 2026, 3:30 p.m. Eastern Time, virtually at www.virtualshareholdermeeting.com/LKFN2026
  • ·Request proxy materials deadline: March 31, 2026 via www.ProxyVote.com, 1-800-579-1639, or sendmaterial@proxyvote.com
DELTA AIR LINES, INC.8-Kpositivemateriality 8/10

05-03-2026

Delta Air Lines announces key leadership changes, including Peter Carter's promotion to President, Dan Janki's appointment as Chief Operating Officer (previously CFO), Erik Snell's move to Chief Financial Officer, Ranjan Goswami's naming as Chief Marketing and Product Officer, and Alain Bellemare adding Chairman of Delta TechOps to his role as EVP and President – International. These changes follow the retirement of John Laughter, longtime EVP Chief of Operations and President of Delta TechOps, effective April 30, 2026, after over 30 years, and Alicia Tillman's departure as Chief Marketing Officer for external opportunities. CEO Ed Bastian emphasized the moves strengthen the executive team and reflect Delta's deep talent bench to drive long-term growth.

  • ·All new appointees (Carter, Janki, Snell, Goswami) report directly to CEO Ed Bastian.
  • ·John Laughter's career started as an aircraft liaison engineer in TechOps.
FLYEXCLUSIVE INC.10-Kmixedmateriality 10/10

05-03-2026

flyExclusive, Inc. reported FY2025 revenue of $375.9M, up 14.9% YoY from $327.3M, with strong growth in fractional ownership (+66.1% to $37.7M) and maintenance, repair, and overhaul (+48.2% to $10.6M), while jet club and charter rose 10.2%. However, the company recorded a net loss of $67.1M (improved 33.9% from $101.5M), attributable net loss of $17.6M (down 16.5% from $21.1M), with total costs and expenses up 3.2% and average aircraft on certificate declining to 92 from 101. Adjusted EBITDA improved to -$7.0M from -$56.2M and Adjusted EBITDAR turned positive at $12.4M from -$36.4M, though cash and equivalents fell to $29.3M from $31.7M.

  • ·Cash provided by operating activities: $6.7M in FY2025 vs used $10.9M in FY2024
  • ·Net cash from investing activities: $108.9M in FY2025 vs used $7.9M in FY2024
  • ·Total liabilities: $524.3M as of Dec 31 2025 (down from $550.0M)
  • ·Redeemable noncontrolling interest: $213.4M as of Dec 31 2025 (up from $159.5M)
  • ·Stockholders' deficit: $325.6M as of Dec 31 2025 (worsened from $210.1M)
Classover Holdings, Inc.8-Kneutralmateriality 6/10

05-03-2026

Classover Holdings, Inc. (KIDZW) filed an 8-K on March 05, 2026, covering Items 3.03 (material events, potentially impairments), 5.03 (charter or bylaws amendments), and 9.01 (financial statements and exhibits), categorized under Charter/Bylaws Amendments as a Material Event. No specific financial metrics, period-over-period comparisons, improvements, declines, or flat performance were disclosed in the provided filing index. The filing size is 562 KB with no quantitative impacts detailed.

  • ·CIK: 0002022308
  • ·SIC: 8200 - SERVICES-EDUCATIONAL SERVICES
  • ·Mailing/Business Address: 8 THE GREEN STE B, DOVER DE 19901
  • ·Phone: 530-574-6789
  • ·Fiscal Year End: December 31
  • ·File/Film Number: 001-42588 / 26724283
LAKELAND FINANCIAL CORPDEFR14Aneutralmateriality 6/10

05-03-2026

Lakeland Financial Corporation issued its definitive proxy statement (DEFR14A) dated March 5, 2026, for the virtual annual shareholder meeting on April 14, 2026, at 3:30 p.m. ET, seeking approval to elect 13 incumbent directors for one-year terms, a non-binding advisory vote on executive compensation (say-on-pay), and ratification of Crowe LLP as independent auditor for the fiscal year ending December 31, 2026. The record date is February 24, 2026.

  • ·Virtual meeting access: www.virtualshareholdermeeting.com/LKFN2026
  • ·Proxy voting deadline (phone/Internet): 11:59 p.m. ET on April 13, 2026
KORN FERRY8-Kpositivemateriality 8/10

05-03-2026

Korn Ferry's Board of Directors approved an increase in the quarterly dividend policy from $0.48 per share to $0.55 per share, a 14.6% rise signaling confidence in financial health. The Board also declared a cash dividend of $0.55 per share, payable on April 15, 2026, to shareholders of record on March 27, 2026. Future dividends will depend on earnings, capital needs, financial condition, and other Board-determined factors.

  • ·Filing made under Items 8.01 and 9.01 of Form 8-K
  • ·Press release attached as Exhibit 99.1
Marvell Technology, Inc.8-Kpositivemateriality 9/10

05-03-2026

Marvell Technology, Inc. reported record Q4 FY26 net revenue of $2.219B, up 22% YoY and $19M above guidance midpoint, with GAAP gross margin of 51.7% and non-GAAP of 59.0%. FY26 net revenue reached a record $8.195B, up 42% YoY, with GAAP EPS of $3.07, up 81% YoY. Q1 FY27 outlook projects net revenue of $2.4B +/-5%, with continued acceleration from data center and AI demand.

  • ·Q4 FY26 GAAP diluted EPS: $0.46; non-GAAP: $0.80
  • ·FY26 GAAP diluted EPS: $3.07; non-GAAP: $2.84
  • ·Q1 FY27 GAAP gross margin outlook: 51.4%-52.4%; non-GAAP: 58.25%-59.25%
  • ·Q1 FY27 GAAP operating expenses: ~$872M; non-GAAP: ~$575M
  • ·Q1 FY27 GAAP diluted EPS outlook: $0.31 +/- $0.05; non-GAAP: $0.79 +/- $0.05
  • ·Non-GAAP tax rate for Q4 FY26: 10.0%
APPLIED OPTOELECTRONICS, INC.8-Kneutralmateriality 8/10

05-03-2026

Applied Optoelectronics, Inc. (AAOI) entered into a design-build agreement dated February 13, 2026, with LCC3 Solution Inc. for the construction of a Manufacturing Cleanroom at 1111 Gillingham Lane, Sugar Land, TX 77478. The agreement outlines responsibilities for design, construction, testing, and commissioning, with Dr. Fred Chang as AAOI's authorized representative and Mingzheng (Miles) Yang for the design-builder. No financial terms such as contract sum or schedule details are specified in the filing.

  • ·Agreement effective as of February 13, 2026; SEC 8-K filed March 05, 2026.
  • ·Project location: 1111 Gillingham Lane, Sugar Land, TX 77478.
  • ·AAOI address: 13139 Jess Pirtle Blvd., Sugar Land, TX 77478.
  • ·LCC3 Solution Inc. address: 7165 Colleyville Blvd. Suite 101, Colleyville, TX 76034.
  • ·Dispute resolution includes meet-and-confer and arbitration per Exhibit N.
Castellum, Inc.8-Kmixedmateriality 9/10

05-03-2026

Castellum, Inc. reported 2025 unaudited revenue of $52.9 million, up 15.2% YoY from $44.8 million in 2024, driven by organic growth from prime contract wins. Operating loss improved to $2.8 million from $7.2 million, and net loss narrowed to $2.5 million from $10.1 million, with Adjusted EBITDA rising slightly to $1.0 million from $0.8 million. However, the company still posted losses, though cash increased to $14.9 million and debt plummeted to $0.4 million from $10.7 million.

  • ·Cash to debt ratio improved from 1x as of Dec 31, 2024 to 37x as of Dec 31, 2025.
  • ·Other income of $0.6 million in 2025 vs. other expense of $2.7 million in 2024.
  • ·Fully audited 10-K expected on or before March 9, 2026.
  • ·2025 growth entirely organic since last acquisition (GTMR) in 2023.
Mobile Infrastructure Corp10-Knegativemateriality 9/10

05-03-2026

Mobile Infrastructure Corp reported total revenues of $35.1M for the year ended December 31, 2025, down 5.2% YoY from $37.0M, with managed property revenue up modestly 2.8% to $28.6M but offset by sharp declines in base rental income (-12.9% to $5.4M) and percentage rental income (-64.2% to $1.1M). Net Operating Income fell 8.5% to $20.7M amid a surge in impairment charges to $3.8M (from $0.2M) and higher interest expense (up 37.7% to $19.0M), resulting in a net loss of $23.7M versus $8.4M in 2024. The company outlined objectives to optimize RevPAS and pursue acquisitions but highlighted ongoing risks from parking demand fluctuations and high debt levels.

  • ·Total other expense increased 107.8% YoY to $20.6M in 2025.
  • ·Loss on sale of real estate was $0.1M in 2025 versus gain of $2.7M in 2024.
COSTCO WHOLESALE CORP /NEW8-Kpositivemateriality 9/10

05-03-2026

Costco Wholesale Corporation reported second quarter fiscal 2026 net sales of $68.24B, up 9.1% YoY from $62.53B, with comparable sales rising 7.4% (adjusted 6.7%), driven by strong Other International (13.0%) and digitally-enabled sales (22.6%), while U.S. comp sales grew more modestly at 5.9%. Net income increased to $2.04B ($4.58 diluted EPS) from $1.79B ($4.02), and year-to-date sales grew 8.7% to $134.22B. February net sales rose 9.5% to $21.69B, positively impacted by a 0.5% shift from later Lunar/Chinese New Year.

  • ·Operates 924 warehouses globally, including 634 in U.S./Puerto Rico, 114 in Canada, and expansions in Other International.
  • ·Membership fees Q2: $1.36B (up from $1.19B YoY).
  • ·Cash provided by operating activities for 24 weeks: $7.68B (up 28% YoY).
  • ·Total assets as of Feb 15, 2026: $83.64B (up from $77.10B at Aug 31, 2025).
  • ·Conference call scheduled for March 5, 2026 at 2:00 p.m. PT.
Lineage Cell Therapeutics, Inc.10-Kmixedmateriality 9/10

05-03-2026

Total revenues grew 53% YoY to $14.6M in 2025 from $9.5M in 2024, driven by collaboration revenues surging 67% to $13.6M, though royalties, license and other revenues declined 30% to $0.9M. Operating expenses increased 65% to $51.2M, including a $14.8M impairment of intangible assets and R&D up 42% to $17.7M, while G&A was nearly flat up 2%; this contributed to a net loss attributable to Lineage of $63.5M or $(0.28) per share, widening sharply from $18.6M or $(0.09) due to a $35.7M unfavorable change in warrant liability. Cash and equivalents decreased to $40.8M from $45.8M, with shareholders' equity dropping to $43.3M from $77.0M.

  • ·Cash used in operating activities improved to $(18.9M) from $(23.1M) YoY.
  • ·Financing activities provided $27.0M in 2025 vs $35.9M in 2024.
  • ·Warrant liabilities increased to $43.9M as of Dec 31, 2025 from $6.2M.
  • ·Intangible assets, net decreased to $31.7M from $46.5M.
  • ·Income tax benefit of $5.3M in 2025.
CLEANSPARK, INC.8-Kpositivemateriality 6/10

05-03-2026

CleanSpark, Inc. held its Annual Meeting of stockholders on March 3, 2026, achieving a quorum with 228,081,207.58 votes present, representing 68.19% of total voting power from 255,750,361 common shares and 78,750,000 preferred votes. All five director nominees were elected, though support varied significantly with S. Matthew Schultz receiving 159.7M votes for and only 3.7M withheld, while Larry McNeill and Dr. Thomas L. Wood each saw about 32M withheld votes amid 64.6M broker non-votes. Proposal 2 to ratify BDO USA, P.C. as auditors for the fiscal year ending September 30, 2026, passed overwhelmingly with 226M votes for versus just 1M against and 1.1M abstentions.

  • ·Record date for Annual Meeting: January 9, 2026
  • ·Warrants exercisable for 0.069593885 shares of common stock per warrant
Lineage Cell Therapeutics, Inc.8-Kmixedmateriality 8/10

05-03-2026

Lineage Cell Therapeutics reported FY2025 revenue of $14.6M, up 54% YoY from $9.5M, driven by the first milestone under its $620M Roche/Genentech collaboration for OpRegen and new WDI deal, while Q4 revenue rose 128% YoY to $6.6M. However, operating expenses increased 65% YoY to $51.2M, including a $14.8M VAC platform impairment and higher R&D, leading to a widened FY operating loss of $36.6M and net loss of $63.5M versus $18.6M in 2024, exacerbated by $37.9M non-cash warrant liability expense. Cash and equivalents stood at $55.8M as of Dec 31, 2025, plus $5.4M warrant proceeds, funding operations into Q2 2028 amid positive clinical milestones like OpRegen 36-month data and first OPC1 DOSED patient.

  • ·Q4 2025 R&D expenses increased $4.8M YoY to $8.2M, driven by $2.1M OpRegen and $2.7M preclinical programs.
  • ·FY2025 R&D increases: $1.6M OpRegen, $0.7M ANP1, $0.2M OPC1, $2.8M preclinical.
  • ·First chronic SCI patient (AIS grade A, T1-T10 NLI) treated in OPC1 DOSED study with no significant safety events at 180 days.
  • ·CIRM CLIN2 grant application for DOSED study resubmitted in Jan 2026, under review.
  • ·Phase 2a GAlette Study enrolling at 17 sites in U.S. and Israel.
Wheeler Real Estate Investment Trust, Inc.10-Kmixedmateriality 10/10

05-03-2026

Wheeler Real Estate Investment Trust, Inc. (WHLRL) reported 2025 revenues of $99.4M, down 4.9% YoY from $104.6M, with net operating income declining 4.2% to $66.4M and operating cash flow dropping 18.7% to $21.1M amid a reduction in owned retail centers from 72 to 62. However, net income surged to $14.8M from $0.7M, driven by $14.4M gain on property disposals (up 158.6% YoY), while total debt decreased slightly to $482.8M and FFO available to common stockholders rose to $13.7M. Same-Property NOI grew modestly 1.6% to $60.2M, but impairment charges more than doubled to $2.9M.

  • ·Series D Preferred Stock shares decreased to 107,522 in 2025 from 187,410 in 2024.
  • ·Impairment charges increased 141.0% YoY to $2.9M.
  • ·Interest expense rose 3.5% YoY to $33.8M.
  • ·Weighted average rate increase on renewals improved to 11.7% from 9.5%.
  • ·New leases sq ft increased to 252,374 from 230,953, with weighted avg change over prior rates at 26.4%.
  • ·AFFO increased to $10.3M from $7.2M.
FS KKR Capital Corp8-Kneutralmateriality 3/10

05-03-2026

FS KKR Capital Corp filed an 8-K on March 5, 2026, under Item 7.01 Regulation FD Disclosure, announcing that investor presentations will be made available on its website (www.fskkrcapitalcorp.com) after market close on the same day, located under the 'Events & Presentations' page in the 'For Investors' section. The filing includes standard forward-looking statements disclaimers but provides no specific financial data or performance metrics. No updates or revisions to the presentations are planned unless required by federal securities laws.

  • ·Presentations accessible at www.fskkrcapitalcorp.com under 'Events & Presentations' in 'For Investors' section
  • ·Company's common stock trades on New York Stock Exchange under symbol FSK
Wheeler Real Estate Investment Trust, Inc.8-Kneutralmateriality 8/10

05-03-2026

Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR) announced on March 5, 2026, the release of its financial and operating results for the fourth quarter and full year ended December 31, 2025, via its Annual Report on Form 10-K filed with the SEC and supplemental information posted on its investor relations website at https://ir.whlr.us/. The self-managed REIT, headquartered in Virginia Beach, VA, specializes in owning, leasing, and operating income-producing retail properties, primarily grocery-anchored centers. No specific performance metrics were disclosed in the announcement.

  • ·Investor Relations contact: (757) 627-9088
  • ·Company website: www.whlr.us
  • ·Investor relations website: https://ir.whlr.us/
LITTELFUSE INC /DE8-Kpositivemateriality 6/10

05-03-2026

Littelfuse, Inc. (NASDAQ: LFUS) appointed Holly B. Paeper to its Board of Directors, effective March 4, 2026, and to the Technology Committee. Paeper, President of Commercial HVAC Americas at Trane Technologies, offers extensive leadership in thermal management, life sciences, and prior roles at Corning, Eaton, and Intel. The company employs approximately 17,000 global associates serving over 100,000 end customers.

  • ·Paeper previously served as President of global Life Science Solutions at Trane Technologies (2021–2024) and held VP/General Manager roles in Commercial HVAC (2016–2021).
  • ·Paeper serves on the board of Mitsubishi Trane HVAC US (METUS) and previously on LiquidStack (2023–2025).
  • ·Paeper holds a BS in Electrical Engineering from University of Minnesota – Institute of Technology and MBA from University of Minnesota – Carlson School of Management.
MONROE CAPITAL Corp8-Kmixedmateriality 9/10

05-03-2026

Monroe Capital Corporation (MRCC) reported Q4 2025 net investment income (NII) of $2.2M ($0.10/share), up 22% QoQ from $1.8M ($0.08/share), with Adjusted NII at $2.3M ($0.11/share), but net operations loss widened to $(2.6M) ($0.12/share) from $(1.1M) amid NAV decline to $166.5M ($7.68/share, down 3.8% QoQ). Full year 2025 NII plunged 53% YoY to $11.4M ($0.53/share) from $24.5M ($1.13/share), swinging to a net operations loss of $(5.1M) ($0.24/share) versus a $9.7M gain prior year, driven by lower investment income and mark-to-market losses. MRCC anticipates closing its merger with Horizon Technology Finance (HRZN) in late Q1 or early Q2 2026 and declared a reduced Q1 dividend of $0.09/share payable March 31, 2026.

  • ·Portfolio average mark improved to 89.7% of amortized cost at Dec 31, 2025 from 88.3% at Sep 30, 2025 but declined 2.5% YoY from 92.2%.
  • ·Weighted average contractual yield declined to 9.4% from 9.9% QoQ; effective yield to 8.4% from 8.8%.
  • ·SLF return of capital distributions totaled $28.3M in Q4 2025, including $10.2M in-kind.
  • ·Revolving credit facility amended Jan 14, 2026; 2026 Notes fully redeemed Jan 15, 2026.
  • ·Definitive joint proxy statement filed Jan 20, 2026 for asset sale to MCIP and merger with HRZN.
Clarus Corp10-Kmixedmateriality 8/10

05-03-2026

Clarus Corp's 10-K for year ended December 31, 2025, shows total sales declining 5.3% YoY to $250.4M from $264.3M, driven by a 9.0% drop in international sales to $144.3M despite a slight 0.4% rise in domestic sales to $106.1M. Gross profit fell 10.4% to $83.0M, but operating expenses decreased 12.5% to $142.7M, narrowing the operating loss to $59.7M from $70.4M and net loss to $46.6M from $52.3M amid lower restructuring charges and goodwill impairment, though indefinite-lived intangible impairment rose to $27.6M.

  • ·Weighted average exercise price of outstanding options, warrants, and rights (excluding RSAs): $9.01.
  • ·Annual goodwill impairment assessment as of December 31.
  • ·Corporate headquarters owned in Salt Lake City, Utah; multiple Black Diamond and Rhino-Rack facilities leased.
METHODE ELECTRONICS INC8-Kmixedmateriality 8/10

05-03-2026

Methode Electronics reported fiscal Q3 2026 net sales of $233.7M, down 2.6% YoY from $239.9M, driven by Automotive segment declines of 8.2% to $106.2M and a sharp drop in Interface to $5.0M from $12.3M, partially offset by 9.5% growth in Industrial to $122.5M. Net loss widened to $15.9M from $14.4M, with adjusted EBITDA falling to $7.3M from $12.3M amid transformation costs and market disruptions. FY26 guidance was narrowed to $950M-$1B in sales and lowered to $58-62M adjusted EBITDA; post-quarter, the company closed the $16M sale of dataMate business and finalized sale of Harwood Heights facility.

  • ·Net cash provided by operating activities Q3 FY26: $15.4M (down from $28.1M YoY)
  • ·Free cash flow Q3 FY26: $10.1M (down from $19.6M YoY)
  • ·9M FY26 free cash flow: $16.5M
  • ·FY26 guidance: Interest expense $21-23M, Tax expense $17-21M, D&A $58-63M, Capex $24-29M
  • ·Conference call scheduled for March 6, 2026 at 11:00 a.m. ET
CLEARONE INC8-Kpositivemateriality 8/10

05-03-2026

ClearOne, Inc. entered into a Securities Purchase Agreement with First Finance Ltd., its affiliate and single largest stockholder, to sell 437,500 shares of common stock at $4.00 per share and a warrant for up to 437,500 shares at $5.00 exercise price, generating gross proceeds of $1.75M in a private placement. Of the proceeds, $0.5M is immediately available, while $1.25M is contingent on the Company's reincorporation from Delaware to Nevada. The agreement imposes restrictions on incurring indebtedness over $10,000 or entering material transactions without Purchaser consent, with closing expected on or about March 6, 2026.

  • ·Warrant term: 2 years, exercisable six months from issuance date.
  • ·Securities offered pursuant to Section 4(a)(2) and Rule 506(b) exemption.
  • ·Registration rights: Form S-3 for resale effective within 90 days after filing full Form 10-K for year ended December 31, 2025.
  • ·Proceeds held in segregated bank account pending disbursement.
  • ·Date of earliest event: March 2, 2026; Filing date: March 5, 2026.
Bank of New York Mellon Corp8-Kneutralmateriality 8/10

05-03-2026

Bank of New York Mellon Corporation filed an 8-K announcing the designation of a new Series M Noncumulative Perpetual Preferred Stock via Certificate of Designations, initially consisting of 5,000 shares with a $100,000 liquidation preference per share and $0.01 par value. Dividends are non-cumulative at an initial fixed rate of 5.625% until March 20, 2031, then resetting to the Five-Year Treasury Rate plus a 2.034% spread, with the first payment on June 20, 2026. No period-over-period financial comparisons are provided in the filing.

  • ·Pricing Committee unanimous written consent dated February 24, 2026
  • ·Board of Directors resolutions originally adopted February 20, 2020
  • ·First Reset Date: March 20, 2031; subsequent resets every five years
  • ·Dividend Payment Dates: March 20, June 20, September 20, December 20, commencing June 20, 2026
RPM INTERNATIONAL INC/DE/8-Kpositivemateriality 8/10

05-03-2026

RPM International Inc. entered into a Seventh Amendment to its revolving credit facility on February 27, 2026, extending the maturity by five years to February 27, 2031. Interest spreads are set initially at 0.0% for base rate loans and 1.00% for SOFR and RFR-based loans (with ranges of 0.0%-0.30% and 0.785%-1.30%, respectively), alongside a 0.125% facility fee (range 0.09%-0.20%), all adjustable by debt rating. The amendment retains a maximum leverage ratio covenant of 3.75:1.0 but eliminates the prior interest coverage ratio requirement.

  • ·Original Credit Agreement dated October 31, 2018.
  • ·Full Credit Agreement Amendment to be filed as exhibit to Form 10-Q for quarter ending February 28, 2026.
  • ·Covenants include limitations on liens and asset sales/transfers.
  • ·Events of default include payment defaults, covenant breaches, change of control, and ERISA events.
METHODE ELECTRONICS INC10-Qmixedmateriality 8/10

05-03-2026

Methode Electronics reported net sales of $233.7M for Q3 FY26 (13 weeks ended Jan 31, 2026), down 2.6% from $239.9M in the prior year quarter, and $721.1M for the nine months (39 weeks), down 8.9% from $791.0M (40 weeks). While operating and net losses widened slightly to ($6.1M) and ($15.9M) in Q3 and ($2.1M)/($36.1M) for nine months versus prior year, operating cash flow improved sharply to $33.1M from ($9.0M) over nine months. Total assets remained stable at $1,306.3M with cash rising to $133.7M, though long-term debt increased to $340.7M and shareholders' equity declined to $675.0M.

  • ·Selling and administrative expenses Q3 up to $39.1M from $37.7M (+3.7%).
  • ·Cash dividends per share reduced to $0.05 in Q3 from $0.14.
  • ·Inventories increased to $209.8M from $194.1M QoQ.
  • ·Accounts receivable decreased to $215.6M from $241.0M QoQ.
Clearthink 1 Acquisition Corp.8-K/Aneutralmateriality 3/10

05-03-2026

ClearThink 1 Acquisition Corp. filed an 8-K/A amendment on March 5, 2026, to refile an updated audited balance sheet as of February 25, 2026, correcting disclosures in the notes regarding offering costs and fair value measurements from the original 8-K filed March 3, 2026. The original filing reported the closing of the IPO of 12,500,000 units and a simultaneous private placement with sponsor ClearThink 1 Sponsor LLC. No other information from the original 8-K is modified.

  • ·Securities registered on Nasdaq Stock Market LLC
  • ·Emerging Growth Company status confirmed
  • ·Auditors' report on Updated Balance Sheet dated March 5, 2026
SIMON PROPERTY GROUP INC.8-Kpositivemateriality 9/10

05-03-2026

Simon Property Group, L.P. entered into a Fourth Amended and Restated $5,000,000,000 Revolving Credit Agreement on March 5, 2026, fully amending and restating the prior Third Amended and Restated Credit Agreement dated March 14, 2023 (as amended October 3, 2024 and May 12, 2025). The facility is administered by JPMorgan Chase Bank, N.A., with joint lead arrangers including BOFA Securities, Inc., Mizuho Bank, Ltd., PNC Capital Markets LLC, and Wells Fargo Securities LLC, providing enhanced liquidity access in USD and alternative currencies up to the full facility amount.

  • ·Alternative Currency Sublimit equals 100% of the $5B Maximum Revolving Credit Amount.
  • ·Prior Existing Credit Agreement dated March 14, 2023, with amendments on October 3, 2024 and May 12, 2025.
SentinelOne, Inc.8-Kpositivemateriality 9/10

05-03-2026

SentinelOne, Inc. appointed Sonalee Parekh as Chief Financial Officer and principal financial officer, effective March 24, 2026, replacing interim CFO Barry Padgett who will return to his role as Chief Growth Officer, with no disagreements noted. Ms. Parekh brings extensive experience from Asana (CFO since Sep 2024), RingCentral (CFO 2022-2024), HPE (Divisional CFO 2019-2022), and investment banks. Her compensation includes a $600K base salary, 70% target bonus, $300K sign-on bonus, and $18M aggregate equity award (75% RSUs, 25% PSUs).

  • ·RSUs vest starting with 10% on first vesting date (month following 3-month anniversary), with tiered quarterly vesting thereafter.
  • ·PSUs vest based on performance metrics for fiscal years ending Jan 31, 2027-2030, certified by Compensation Committee.
  • ·CIC severance: 12 months base + bonus + equity acceleration on change of control termination; 6 months base on non-CIC termination.
  • ·Ms. Parekh, age 52, holds Bachelor of Commerce from McGill University and is a Chartered Accountant; serves on board of indie Semiconductor since June 2021.
Cherry Hill Mortgage Investment Corp10-Kmixedmateriality 9/10

05-03-2026

Cherry Hill Mortgage Investment Corp (CHMI) reported net income of $6.9M for the year ended December 31, 2025, down 43% YoY from $12.2M in 2024, with net income applicable to common stockholders swinging to a $3.0M loss from a $2.1M profit amid unrealized losses on derivatives and servicing assets. However, earnings available for distribution (EAD) attributable to common stockholders increased 30% YoY to $15.8M ($0.46 per diluted share from $0.40), supported by net interest income surging to $11.3M from near-zero levels due to lower interest expense. Segment results were mixed, with RMBS comprehensive income rising sharply to $16.9M from $2.1M while Servicing Related Assets declined to $8.8M from $18.6M, and net servicing income fell 6% YoY to $34.0M.

  • ·Total expenses decreased 22% YoY to $14.2M from $18.3M.
  • ·Accumulated other comprehensive income improved to $3.7M as of Dec 31, 2025 from a $7.3M loss.
  • ·Dividends on preferred stock were $9.8M in 2025, slightly down from $10.0M in 2024.
  • ·All Other segment showed comprehensive loss of $7.9M in 2025, improved from $13.2M loss in 2024.
MONROE CAPITAL Corp10-Knegativemateriality 9/10

05-03-2026

Monroe Capital Corp (MRCC) reported a challenging 2025 with total investment income declining 37.5% YoY to $37.9M from $60.5M in 2024, net investment income dropping 53.5% to $11.4M, and a net decrease in net assets from operations of $5.1M versus a $9.7M increase in 2024. While operating expenses fell 26.2% YoY to $26.2M and no incentive fees were incurred, NAV per share eroded to $7.68 by Q4 2025 from $8.85 in Q4 2024, with shares trading at deepening discounts to NAV up to (23.2)% in Q4. Distributions were reduced to $0.18 in Q4 2025 from $0.25 quarterly in prior periods.

  • ·Interest income declined to $26.2M in 2025 from $44.3M in 2024 (-40.8% YoY).
  • ·PIK interest income fell to $7.7M in 2025 from $9.2M in 2024 (-16.5% YoY).
  • ·Average stated interest rate on debt improved to 6.2% in 2025 from 6.8% in 2024.
  • ·Largest portfolio company investment in SLF: $4.9M; total five largest: $23.9M (Dec 31, 2024).
Relativity Acquisition CorpDEFM14Aneutralmateriality 8/10

05-03-2026

Relativity Acquisition Corp, a SPAC, has filed a DEFM14A proxy statement for a special stockholder meeting to approve a business combination merger forming Pubco, along with a Redemption Limitation Amendment and Adjournment Proposal. Initial Stockholders control 98.5% of the 4,309,988 outstanding Common Shares, ensuring quorum and ability to approve all proposals without public stockholder support. Directors and officers have differing interests, including $6.56M at risk from Founder Shares and Private Placement Units.

  • ·Proxy revocation deadline: 5:00 p.m. Eastern time on December 5, 2025
  • ·IPO closing date: February 15, 2022
  • ·Company address: 3753 Howard Hughes Pkwy, Suite 200, Las Vegas, Nevada 89169
Celularity Inc8-Kneutralmateriality 7/10

05-03-2026

On February 27, 2026, Joseph DosSantos, SVP Finance and Acting CFO of Celularity Inc., departed the company for personal reasons. The company promptly appointed John Sprague as the new Acting CFO on the same date. This executive transition was disclosed in an 8-K filing on March 5, 2026, signed by Chairman and CEO Robert J. Hariri.

  • ·Company address: 170 Park Ave, Florham Park, New Jersey 07932
  • ·Telephone: (908) 768-2170
  • ·Securities: Class A Common Stock (CELU) and Warrants (CELUW) listed on Nasdaq
  • ·Emerging growth company: Yes
Ellington Financial Inc.8-Kneutralmateriality 5/10

05-03-2026

Ellington Financial Inc. issued a press release on March 5, 2026, announcing its estimated book value per share of common stock as of January 31, 2026, furnished under Item 7.01 to satisfy Regulation FD requirements. The press release is included as Exhibit 99.1 but does not disclose the specific book value figure in the filing body. No comparative or quantitative details on book value changes were provided.

  • ·Filing includes securities registered on NYSE: Common Stock (EFC), Series B Preferred (EFC PR B), Series C Preferred (EFC PR C), Series D Preferred (EFC PRD).
PPG INDUSTRIES INCDEFA14Aneutralmateriality 3/10

05-03-2026

PPG Industries, Inc. filed a DEFA14A Definitive Additional Proxy Materials on March 05, 2026, pursuant to Section 14(a) of the Securities Exchange Act of 1934. The filing indicates no fee was required and is classified as soliciting material under §240.14a-12. No substantive proposals, financial data, or shareholder matters are detailed in the provided filing header.

  • ·Filing Type: DEFA14A (Schedule 14A)
  • ·Subcategory: Proxy Statement Definitive Additional Materials
Fidelis Insurance Holdings Ltd20-Fmixedmateriality 9/10

05-03-2026

Fidelis Insurance Holdings Ltd reported net income of $225.5M in 2025, up 99% YoY from $113.3M in 2024, driven by underwriting income surging to $117.2M from $8.3M and improved combined ratio of 94.8% versus 99.7%. However, gross premiums written grew modestly 7% YoY to $4.7B, net investment income declined 3% to $184.0M, and net premiums earned were nearly flat at +2% YoY to $2.3B. Operating ROAE improved to 8.5% from 5.6%, while credit ratings remained stable at A (AM Best), A- (S&P), and A3 (Moody's) across key subsidiaries.

  • ·Catastrophe and large losses increased slightly to $515.5M in 2025 from $509.0M in 2024.
  • ·Financing costs rose to $47.7M in 2025 from $33.8M in 2024.
  • ·Weighted average diluted common shares outstanding decreased to 106.7M in 2025 from 115.6M in 2024.
  • ·2023 net income included a one-time $1,639.1M net gain on distribution of The Fidelis Partnership.
APEIRON ACQUISITION VEHICLE IS-1/Aneutralmateriality 9/10

05-03-2026

Apeiron Acquisition Vehicle I, a Cayman Islands blank check company, filed an S-1/A amendment on March 5, 2026, for a $70M IPO of 7M units at $10 each, consisting of one Class A ordinary share and half a redeemable warrant (exercisable at $11.50 post-business combination). Sponsor Apeiron Sponsor I and Berenberg commit to purchasing 246,350 private placement units for $2.46M simultaneously with the offering. Public shareholders face substantial dilution from low-cost founder shares ($0.009/share) held by sponsor (1,341,667 Class B) and BBG (1,341,666 Class B), plus anti-dilution protections on Class B conversion.

  • ·Underwriters have 45-day option for 1,050,000 additional units.
  • ·Warrants exercisable 30 days post-initial business combination, expire 5 years later.
  • ·15% redemption limit for shareholders holding >15% of shares if shareholder vote (no tender offer).
  • ·Founder shares convert 1:1 to Class A post-business combination, with anti-dilution adjustment to maintain ~25% ownership.
PPG INDUSTRIES INCDEF 14Amixedmateriality 8/10

05-03-2026

PPG Industries' DEF 14A proxy statement details the virtual annual shareholder meeting on April 16, 2026, with proposals to elect 12 directors, approve NEO compensation advisory vote, ratify PricewaterhouseCoopers LLP as 2026 auditors, approve the 2026 Omnibus Incentive Plan, and consider a shareholder proposal for an independent board chair. In 2025, amid a challenging macro environment, PPG reported flat 2% organic sales growth, generated $1.9B in operating cash flow with 5% free cash flow yield, repurchased $790M in stock (3% of shares), and returned $1.4B to shareholders including dividends raised for 54 consecutive years. The board added Leon Topalian of Nucor and Todd M. Schneider of Cintas, and announced a $380M investment in a new Shelby, N.C. facility while opening a Thailand plant.

  • ·Record date for shareholder meeting: February 20, 2026
  • ·Annual dividend raised for 54 consecutive years; uninterrupted dividends for 126 years
  • ·Pre-registration deadline for virtual meeting: 5:00 p.m. ET on April 15, 2026

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S&P 500 Consumer Staples Sector SEC Filings — March 05, 2026 | Gunpowder Blog