SEC 8-K and 6-K filings classified by Claude with reasoning, plus Form 4 insider transactions. Ingested from EDGAR’s filing stream in near-real time, reconciled overnight.
Showing material events only. Routine administrative filings — bylaw amendments, technical fund updates, procedural FD disclosures — are filtered out so the front page stays signal-dense.
Centessa Pharmaceuticals is undergoing a Scheme of Arrangement acquisition by Eli Lilly, with a Court Sanction Hearing scheduled for June 22, 2026. The transaction represents a material change of control and is subject to court approval under UK merger procedures.
View raw filing on EDGAR →The filing discloses the acquisition of Newoods, Inc. (ABC Block Company) for $27.2 million in cash plus 587,726 shares of Class A Common Stock. While Item 3.02 typically covers unregistered equity issuances, the substance of this disclosure centers on a material acquisition transaction completed on June 8, 2026. The equity issuance is incidental to the M&A activity, making ma_activity the primary event type, though the dilutive_issuance classification could also apply given the unregistered share component.
View raw filing on EDGAR →XOMA Royalty Corp announced an expected closing date of July 14, 2026 for its previously announced acquisition by Ligand Pharmaceuticals under a Merger Agreement dated April 27, 2026, constituting a material update on the anticipated completion of a merger transaction that would result in a change of control of the registrant.
View raw filing on EDGAR →ERock completed its initial public offering on June 9, 2026, issuing 27.9 million shares of Class A Common Stock at $21.50 per share and raising approximately $600 million in gross proceeds. The IPO involved entry into definitive agreements including the Sixth Amended and Restated LLC Agreement, Tax Receivable Agreement, and Registration Rights Agreement, representing a material change of control and capital structure event.
View raw filing on EDGAR →This exhibit presents unaudited pro forma condensed combined financial statements reflecting the acquisition of Times Good Limited by Maase Inc. The transaction agreement was entered into on January 23, 2026, and the acquisition was completed on March 30, 2026, for approximately RMB1.1 billion in consideration (87.4 million Class A shares at US$1.5 per share plus US$26 million cash). The pro forma statements illustrate the combined financial position and results as if the acquisition had occurred at the beginning of the reporting period, which is a material acquisition requiring pro forma disclosure under Regulation S-X Article 11.
View raw filing on EDGAR →Inflection Point Acquisition Corp. VI entered into a Business Combination Agreement with Quantum Space, LLC, valued at approximately $1.2 billion pro forma enterprise value, involving a merger structure with domestication, recapitalization, and PIPE investment expected to close in Q4 2026.
View raw filing on EDGAR →M3-Brigade terminated its Business Combination Agreement with ReserveOne (dated July 7, 2025) and simultaneously entered into Securities Purchase Agreements and Voting and Non-Redemption Agreements on June 12, 2026, representing a material restructuring of the Company's M&A activity and capital structure with $14.25M in gross proceeds from the sale of Transferred Shares.
View raw filing on EDGAR →The filing discloses an amendment to the "Agreement and Plan of Merger, dated as of February 16, 2026, among Tenax Aerospace Acquisition, LLC, AIR and Transitory Air Sub LLC." The amendment modifies the definition of AIR Net Indebtedness to affect the share issuance calculation in the merger transaction. This is a material modification to an ongoing merger agreement that directly impacts deal economics and shareholder consideration.
View raw filing on EDGAR →Snow Rothschild Acquisition Corp. completed its initial public offering on June 10, 2026, raising $200 million in gross proceeds from 20 million units at $10 per unit, plus an additional $26 million from partial exercise of the over-allotment option, and entered into multiple material agreements including an Underwriting Agreement, Warrant Agreement, Investment Management Trust Agreement, Registration Rights Agreement, and Private Placement Warrants Purchase Agreement.
View raw filing on EDGAR →JAB Acquisition Corp I consummated its IPO on June 11, 2026, selling 17.25 million units at $10.00 per unit for $172.5 million in gross proceeds. The IPO involved execution of multiple material agreements including underwriting, warrant, rights, trust, registration rights, and private placement agreements, representing a material change in the company's capital structure.
View raw filing on EDGAR →The filing discloses a business combination transaction between RAAQ and IQM Finland Oy, with the Business Combination Agreement entered into on February 22, 2026, and the Registration Statement declared effective on June 5, 2026. The Item 8.01 disclosure announces the appointment of Barbara Venneman to IQM's Board and references the pending extraordinary general meeting of RAAQ shareholders to vote on the Transaction. This is a material acquisition/change of control event that will result in IQM becoming a publicly traded company through the SPAC merger.
View raw filing on EDGAR →The filing discloses completion of a disposition of a material asset—the Sheraton Mission Valley hotel in San Diego—for approximately $45.3 million in cash. This is a completed asset sale by a wholly owned subsidiary of the registrant, disclosed under Item 2.01 (Completion of Acquisition or Disposition of Assets), and represents a material reduction in the company's real estate portfolio that would affect investor assessment of asset base and liquidity.
View raw filing on EDGAR →Western Midstream Operating, LP completed the acquisition of Brazos Delaware II, LLC for approximately $1.6 billion in cash and WES common units on June 11, 2026, pursuant to a Membership Interest Purchase Agreement dated May 6, 2026.
View raw filing on EDGAR →Western Midstream Partners, LP consummated the acquisition of Brazos Delaware II, LLC for approximately $1.6 billion in cash and equity consideration (19.4 million common units) on June 11, 2026, pursuant to a Membership Interest Purchase Agreement dated May 6, 2026.
View raw filing on EDGAR →DATZ World Holdings Corp. completed a material merger on June 8, 2026, acquiring RagingBull.com, LLC through a subsidiary merger in exchange for 15,000,000 newly issued shares, resulting in a change of control with RagingBull Holders obtaining approximately 95% beneficial ownership post-merger, a corporate name change, and a reverse stock split.
View raw filing on EDGAR →This Item 1.01 discloses a material amendment to an Agreement and Plan of Merger between AI Technology Group Inc., AVM Biotechnology Inc., and Biomed 360 Solutions Corp. The June 4, 2026 amendment modifies critical merger terms including investment obligations (tranches totaling over $50 million), conversion rates for convertible loans, and extends the Closing Date from July 26, 2026 to December 31, 2026. These are substantive changes to a material acquisition transaction that would significantly affect investor assessment of the merger's timing, financing structure, and likelihood of completion.
View raw filing on EDGAR →Edible Garden AG entered into a $12 million debt financing agreement secured by promissory notes with restrictive covenants. The transaction was disclosed under Item 1.01 (Entry into a Material Definitive Agreement) and incorporated by reference in Item 2.03 (Creation of a Direct Financial Obligation).
View raw filing on EDGAR →SharonAI announced a six-year strategic compute collaboration with NVIDIA Corporation under a Master Cloud Services Agreement with a contract value of up to $4.88 billion, dated June 8, 2026. This represents a material commercial arrangement that would substantially affect the registrant's revenue, capital requirements, and operational obligations. The filing extensively discusses performance risks, financing needs, and termination provisions, all hallmarks of a material business engagement requiring disclosure under Item 7.01 (Regulation FD Disclosure).
View raw filing on EDGAR →Eva Live Inc. announced on June 12, 2026, that it "has reached terms for a definitive agreement under which EVA will hold a 51% ownership interest across Spiro Senior Living and related operating entities." This constitutes a material acquisition or change of control transaction—the company is acquiring majority ownership in an operating business. The disclosure of a definitive agreement for a 51% stake in operating entities is a classic M&A event material to investors.
View raw filing on EDGAR →The filing discloses entry into a material definitive purchase agreement on June 10, 2026, whereby Aspire Biopharma agreed to acquire equity interests and assets of automotive systems businesses from FireFish TopCo, LLC for a purchase price of $30,000,000 plus adjustments. This is a material acquisition transaction disclosed under Item 1.01 (Entry into a Material Definitive Agreement), representing a significant business combination that would materially affect the registrant's operations and financial position.
View raw filing on EDGAR →The filing discloses a special meeting of stockholders held on June 11, 2026, to vote on a merger and spinoff transaction involving Jet.AI, SpinCo, flyExclusive, and FlyX Merger Sub. The core event is the adjournment of the special meeting to June 23, 2026, due to failure to achieve the required majority vote (only 34.2% of shares represented, with ~99% voting in favor but needing majority of all outstanding shares). This is a material acquisition/reorganization activity under Items 1.01 and 2.01, as the transaction involves a merger agreement and spinoff agreement that would result in a change of control and distribution of SpinCo shares to flyExclusive shareholders.
View raw filing on EDGAR →Ocean Capital Acquisition Corp consummated its IPO on June 10, 2026, raising $115 million in gross proceeds ($100 million from the initial offering plus $15 million from the over-allotment option) through entry into material definitive agreements including the Underwriting Agreement, Warrant Agreement, Rights Agreement, Investment Management Trust Agreement, and Sponsor Private Placement Units Purchase Agreement.
View raw filing on EDGAR →This Item 1.01 discloses the entry into a material definitive agreement—the Pooling and Servicing Agreement dated May 1, 2026, which established BBCMS Mortgage Trust 2026-5C41 and caused the issuance of commercial mortgage pass-through certificates backed by 33 mortgage loans. The filing also describes a subsequent servicing arrangement change for one loan (The Towers at Cupertino City Center) transferred to a separate BANK 2026-5YR22 securitization as of June 11, 2026. These are material securitization and servicing transactions that would affect investor assessment of the trust's structure and asset composition.
View raw filing on EDGAR →OUTFRONT Media entered into a material definitive agreement on June 12, 2026, to issue $500 million in 6.000% Senior Notes due 2034. This debt issuance represents a material capital structure event with detailed covenant restrictions and default provisions that significantly affect the company's financial position and obligations.
View raw filing on EDGAR →The filing discloses the closing of an acquisition of ThermoKey S.p.A. by Vertiv's wholly-owned subsidiary. This is a material acquisition event that would affect a reasonable investor's assessment of the company's strategic direction and financial position. The disclosure of the acquisition closing is the principal event, even though it is furnished under Item 7.01 (Regulation FD) rather than the more typical Item 1.01 or 2.01.
View raw filing on EDGAR →Caro Holdings entered into an Asset Purchase and Acquisition Agreement to acquire a 49% interest in mining properties in Tanzania, funded through the issuance of 20,000,000 shares of common stock to Goldrange.
View raw filing on EDGAR →Noble Romans entered into a material senior secured term loan agreement with Lake Forest Bank & Trust Company on June 10, 2026, for $6.9 million, and simultaneously terminated a prior material definitive agreement. The loan proceeds were used to refinance existing debt obligations, redeem warrants, and pay advisory fees, materially restructuring the company's capital structure and debt obligations.
View raw filing on EDGAR →Delta Air Lines entered into a new $2.65 billion credit facility on June 11, 2026, which refinances and replaces its existing credit agreement dated November 6, 2023. The facility includes financial covenants, an accordion feature allowing expansion to $3.65 billion, and customary events of default, constituting a material refinancing transaction affecting the company's capital structure and financial flexibility.
View raw filing on EDGAR →Sadot Group entered into a Written Option Agreement granting an exclusive, irrevocable six-month option to acquire 100% of membership interests in seven California-based real estate LLCs representing 147 residential units with a total agreed portfolio value of $125.5 million and equity value of $69.5 million.
View raw filing on EDGAR →Splash Beverage Group invested $217,479.24 to acquire 2,000,000 common shares and 1,000,000 warrants of Avicanna Inc. in a private placement, representing a strategic capital allocation aligned with the Company's pivot into a cannabinoid-based platform.
View raw filing on EDGAR →Titan Acquisition Corp entered into a Business Combination Agreement with OpenPayd Global Holdings Limited and related parties on June 1, 2026, with a first amendment executed on June 11, 2026. This constitutes a material acquisition/change of control transaction typical of SPAC business combinations, disclosed under Item 1.01 (Entry into a Material Definitive Agreement). The amendment clarifies warrant redemption procedures, confirming the parties' commitment to completing the acquisition.
View raw filing on EDGAR →Noble Finance II LLC, a wholly owned subsidiary of Noble Corporation plc, entered into an indenture on June 11, 2026, issuing $800 million in aggregate principal amount of 6.250% Senior Notes due 2034. This material capital structure event includes extensive covenants and events of default that materially restrict the company's operational and financial flexibility.
View raw filing on EDGAR →W. R. Berkley Corporation entered into a First Amendment to its Credit Agreement on June 9, 2026, extending the maturity date of the revolving credit facility from April 1, 2027 to June 9, 2031, materially extending the company's liquidity runway and modifying its capital structure.
View raw filing on EDGAR →This disclosure reports the completion of regulatory approvals and stockholder approval for a merger transaction between Arrow Financial Corporation and Adirondack Bancorp, Inc., with closing anticipated on July 1, 2026. The filing documents the material acquisition activity, including approval from the New York State Department of Financial Services, the Office of the Comptroller of the Currency, and Adirondack stockholders on June 9, 2026, representing a significant change of control event that would materially affect a reasonable investor's assessment of Arrow.
View raw filing on EDGAR →WSFS entered into a partnership with Elan Financial Services to issue WSFS-branded credit cards and agreed to sell its credit card portfolio ($36.3 million outstanding balance) to Elan. While characterized as a partnership, the core transaction involves a material disposition of a business line (credit card portfolio) with anticipated financial impacts of ~$1.7 million gain and ~$1.3 million provision release in Q2 2026. This constitutes a material disposition activity reportable under Item 1.02 or 2.01 framework, though disclosed under Item 7.01.
View raw filing on EDGAR →Griffon closed a material restructuring of its AMES business on June 9, 2026, forming a joint venture of its AMES U.S. and Canada operations with Venanpri Tools (receiving $100 million cash, $161.1 million in second lien term loans, and 42.78% equity interest) and simultaneously selling its AMES Australasia business for $185 million cash and a $50 million subordinated note while retaining 49% equity interest.
View raw filing on EDGAR →This Item 1.01 discloses entry into material definitive agreements in connection with a previously announced merger of Skyworks' subsidiary Comet Acquisition Corp. with Qorvo, followed by a second merger step, constituting a change of control transaction. The filing also documents supplemental indentures amending debt covenants in connection with exchange offers for Qorvo's outstanding senior notes, which are integral to the merger transaction structure. This is a material acquisition/change of control event.
View raw filing on EDGAR →Eaton Corporation entered into definitive agreements for a Reverse Morris Trust transaction involving the separation of its Mobility segment and combination with a merger partner, with Eaton receiving approximately $1.1 billion in cash and shareholders retaining 50.1%+ ownership of the combined entity.
View raw filing on EDGAR →USD.AI provided $98.1 million in asset-based financing to Edge GPU, a subsidiary of Duos Technologies, to support deployment of NVIDIA B300 GPUs. While structured as debt rather than a traditional M&A transaction, the $98.1 million financing facility represents a material capital event that funds significant infrastructure investment and involves a structured subsidiary arrangement. The magnitude and strategic importance of the GPU deployment financing warrants classification as material activity, though the transaction is financing-focused rather than a traditional acquisition or merger.
View raw filing on EDGAR →Spark I Acquisition Corp entered into a definitive merger agreement with ZincFive, Inc., with an aggregate equity value of $600 million, involving a two-step merger structure and domestication from Cayman Islands to Delaware. The transaction requires shareholder approval and is expected to close in H2 2026.
View raw filing on EDGAR →The filing announces the closing of a previously announced business combination between Mountain Lake Acquisition Corp. (MLAC) and Avalanche Treasury Corporation, pursuant to a business combination agreement dated October 1, 2025 (as amended). This is a material M&A event involving completion of a merger/change of control transaction, which directly affects the registrant's corporate structure and is highly material to investors.
View raw filing on EDGAR →Hyundai ABS Funding LLC entered into an Underwriting Agreement for the issuance of $2.187 billion in asset-backed notes across multiple classes, constituting a material financing transaction that affects the trust's capital structure and funding.
View raw filing on EDGAR →Vireo Growth Inc. acquired 100% of the Partnership Interests in Agribusiness Holdings (which indirectly provides 100% ownership of Bridgewell) on June 5, 2026, for approximately US$13.66 million in convertible subordinated notes. The acquisition was funded through issuance of convertible promissory notes and included assumption of approximately $30.35 million in existing indebtedness, materially affecting the registrant's assets, capital structure, and business scope.
View raw filing on EDGAR →This Item 8.01 discloses the results of exchange offers and consent solicitations for Qorvo Notes in connection with proposed merger transactions between Skyworks and Qorvo. The filing explicitly references "the Mergers" and notes that Skyworks has filed a Form S-4 registration statement for the merger. While the immediate disclosure concerns debt exchange offers, the context makes clear this is part of a material acquisition/merger activity, which is the principal event driving the disclosure.
View raw filing on EDGAR →Prairie Operating Co. entered into two material definitive agreements on June 10, 2026: a Second Amendment to its credit facility reaffirming a $475 million borrowing base with modified covenants and redetermination procedures, and a Letter Agreement with Hudson Bay PH XIX LLC permitting conversion of Series F Preferred Stock into up to 21.2 million additional common shares with adjusted warrant issuance percentages. These agreements represent material changes to the company's capital structure, financial obligations, and shareholder dilution.
View raw filing on EDGAR →KalVista Pharmaceuticals completed a merger with a Parent entity on June 11, 2026, resulting in a change of control. The transaction included a tender offer and modification of convertible note terms to provide cash conversion rights at $27.00 per share, with the Parent acquiring control of the Company effective at the Effective Time.
View raw filing on EDGAR →Dana announced a proposed combination with Eaton Corporation's Vehicle and eMobility business segments, with Dana to merge with a SpinCo entity created from Eaton's separation. This constitutes entry into a material acquisition/merger transaction. The disclosure explicitly references the "Proposed Combination" and describes the transaction structure involving exchange offers and merger, which are hallmark M&A activities requiring 8-K disclosure under Item 1.01 or 2.01, though filed here under Item 7.01 (Regulation FD Disclosure).
View raw filing on EDGAR →CarMax Select Receivables Trust 2026-B entered into an Underwriting Agreement on June 9, 2026 for the issuance of approximately $570 million in Asset-backed Notes backed by motor vehicle retail installment sale contracts. This material securitization financing transaction involved the creation and sale of securitized receivables through multiple transaction documents, constituting a significant capital event for the trust.
View raw filing on EDGAR →Gladstone Investment Corporation entered into Amendment No. 13 to its credit facility on June 10, 2026, materially restructuring the debt arrangement by extending the revolving period to June 8, 2029, increasing the facility size from $300 million to $405 million (with ability to reach $500 million), and modifying interest rate terms and covenants. This material modification to the company's capital structure and financing arrangements affects investor assessment of liquidity and leverage.
View raw filing on EDGAR →Western Digital entered into exchange agreements to swap 1,038,681 shares of SanDisk stock for shares of its own common stock held by institutional investors. This constitutes a material disposition of a significant equity stake (over 1 million shares) in a subsidiary/affiliate, which qualifies as M&A activity under Item 1.01/2.01 framework. The transaction involves a material change in the company's asset composition and shareholder base.
View raw filing on EDGAR →