Filings Radar

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.

Fortitude Gold Corp (FTCO)

8-K Shareholder vote confidence 98% filed 2026-05-22 Item 5.07

This is a textbook Item 5.07 disclosure of shareholder meeting results held on May 20, 2026. The filing reports voting outcomes for three matters: election of two directors (Bill M. Conrad and Jason D. Reid), ratification of Haynie & Company as independent auditor, and approval of Equity Incentive Plan amendments extending the expiration date and increasing share reserves to 10,000,000 shares. All three proposals passed with clear majorities, making this a material governance event that affects investor understanding of board composition and equity incentive capacity.

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MetroCity Bankshares, Inc. (MCBS)

8-K Shareholder vote confidence 98% filed 2026-05-22 Item 5.07

This Item 5.07 filing discloses the final voting results from MetroCity Bankshares' 2026 Annual Meeting of Shareholders held on May 21, 2026. The section presents detailed tabular results for Proposal 1 (election of five directors) and Proposal 2 (ratification of Crowe LLP as independent auditor), including votes for, against, abstentions, and broker non-votes for each matter. This is a standard shareholder vote results disclosure that is material to investors as it confirms the composition of the board and auditor appointment.

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AMPHENOL CORP /DE/ (APH)

8-K Shareholder vote confidence 98% filed 2026-05-22 Item 5.07

This is a clear disclosure of shareholder voting results from Amphenol's annual meeting held on May 21, 2026. The filing reports the outcomes of three matters voted upon: election of eight directors, ratification of Deloitte & Touche LLP as independent auditors, and an advisory vote on named executive officer compensation. All three proposals passed with substantial majorities, and the detailed vote tallies (FOR, AGAINST, ABSTAIN, NON-VOTES) for each item are provided, which is the hallmark of Item 5.07 disclosure.

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Star Holdings (STHO)

8-K Shareholder vote confidence 98% filed 2026-05-22 Item 5.07

This Item 5.07 disclosure presents the final voting results from Star Holdings' May 21, 2026 Annual Meeting of Shareholders, including the election of three trustees (Clifford De Souza, Richard Lieb, and Nina Matis) and ratification of Deloitte & Touche LLP as independent auditor. The detailed vote tallies (for, withheld, broker non-votes, and abstentions) are the core content of a shareholder_vote_results event.

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FIRST CAPITAL INC (FCAP)

8-K Shareholder vote confidence 98% filed 2026-05-22 Item 5.07

This is a clear disclosure of shareholder voting results from First Capital Inc's Annual Meeting of Shareholders held on May 18, 2026. The filing reports the final vote tallies for three matters: (1) election of five directors, (2) ratification of Crowe LLP as independent auditor, and (3) advisory vote on executive compensation. This is a standard Item 5.07 disclosure that is material to investors as it documents the outcomes of fundamental corporate governance votes.

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Atlanta Braves Holdings, Inc. (BATRB)

8-K Shareholder vote confidence 98% filed 2026-05-22 Item 5.07

This is a clear disclosure of shareholder vote results from the 2026 Annual Meeting of Stockholders held on May 20, 2026. The filing reports voting outcomes for two proposals: (1) election of a Class III director nominee (Wonya Y. Lucas) with 14,988,803 votes for and 1,217,686 withheld, and (2) ratification of KPMG as independent auditor with 18,568,107 votes for. This is a standard Item 5.07 disclosure of annual meeting voting results, which is material to investors as it confirms board composition and auditor appointment.

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ProPetro Holding Corp. (PUMP)

8-K Shareholder vote confidence 98% filed 2026-05-22 Item 5.07

ProPetro held its Annual Meeting of Stockholders on May 19, 2026, with shareholders voting on four proposals: election of eight directors, advisory approval of named executive officer compensation, approval of the Third Amended and Restated 2020 Long-Term Incentive Plan (increasing available shares by 3,540,000 and extending the plan term), and ratification of RSM US LLP as independent auditor. All four proposals passed with substantial majorities.

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UGI CORP /PA/ (UGI)

8-K Other material confidence 70% filed 2026-05-22 Item 2.03

UGI International issued €300 million in senior notes due 2031, creating a direct financial obligation. The proceeds were used for refinancing and general corporate purposes, with the notes carrying standard restrictive covenants and events of default typical of senior unsecured debt.

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DoubleVerify Holdings, Inc. (DV)

8-K Shareholder vote confidence 98% filed 2026-05-22 Item 5.07

This is a clear disclosure of shareholder voting results from DoubleVerify's 2026 Annual Meeting held on May 21, 2026, filed under Item 5.07. The section reports final voting tallies for three proposals: election of Class II directors (R. Davis Noell, Lucy Stamell Dobrin, and Gary Swidler), advisory approval of named executive officer compensation, and ratification of Deloitte & Touche LLP as independent auditor. All proposals passed with substantial majorities, making this a routine but material governance disclosure.

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Uniti Group Inc. (UNIT)

8-K Shareholder vote confidence 98% filed 2026-05-22 Item 5.07

Uniti Group held its Annual Meeting of stockholders on May 21, 2026, with voting results on five proposals: election of nine directors, approval of a 16.75 million share increase under the Long-Term Incentive Plan, advisory vote on executive compensation, frequency of future advisory votes, and ratification of PricewaterhouseCoopers LLP as independent auditor.

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Chubb Ltd (CB)

8-K Shareholder vote confidence 98% filed 2026-05-22 Item 5.07

Chubb Limited held its Annual General Meeting on May 21, 2026, with shareholders voting on 13 agenda items including financial statement approval, dividend allocation, board and committee elections, auditor appointments, compensation approvals, and capital authorization. The filing discloses complete voting results across all matters.

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INNOVATIVE INDUSTRIAL PROPERTIES INC (IIPR-PA)

8-K Dilutive issuance confidence 68% filed 2026-05-22 Item 2.03

The Company entered into a $20 million term loan secured by gross proceeds from its at-the-market (ATM) equity offering program, with the lender granted power of attorney to execute equity sales upon default. This financing arrangement directly ties the Company's ability to raise equity capital to debt repayment and creates a dilutive equity issuance mechanism, with the lender able to force equity sales at specified pricing upon default.

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AMAZON COM INC (AMZN)

8-K Shareholder vote confidence 98% filed 2026-05-22 Item 5.07

Amazon held its Annual Meeting of Shareholders on May 20, 2026, with voting results disclosed for director elections (11 nominees), ratification of Ernst & Young LLP as independent auditors, an advisory vote on named executive officer compensation, and six shareholder proposals.

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COLONY BANKCORP INC (CBAN)

8-K Shareholder vote confidence 98% filed 2026-05-22 Item 5.07

This is a clear disclosure of shareholder vote results from Colony Bankcorp's Annual Meeting held on May 21, 2026, covering three proposals: election of eight directors, advisory say-on-pay vote, and ratification of auditors. The filing presents detailed voting tallies (votes for, against, withheld, abstentions, and broker non-votes) for each matter, which is the quintessential content of Item 5.07 shareholder vote results disclosures.

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Babcock & Wilcox Enterprises, Inc. (BW-PA)

8-K Shareholder vote confidence 98% filed 2026-05-22 Item 5.07

Babcock & Wilcox held its Annual Meeting of Stockholders on May 20, 2026, with voting results on seven proposals including director elections, charter amendments, auditor ratification, executive compensation approval, and a plan amendment. Two charter amendment proposals (Proposals 1 and 4) failed to achieve the required 80% approval threshold.

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Babcock & Wilcox Enterprises, Inc. (BW-PA)

8-K Exec Compensation confidence 92% filed 2026-05-22 Item 5.02

Stockholders approved an amendment to the 2021 Long-Term Incentive Plan that increased the authorized share pool for award grants from 5.25 million to 10.25 million shares, materially expanding the equity available for executive and employee compensation.

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Alpine Income Property Trust, Inc. (PINE-PA)

8-K Shareholder vote confidence 98% filed 2026-05-22 Item 5.07

This 8-K Item 5.07 discloses the results of Alpine Income Property Trust's 2026 Annual Meeting of Stockholders held on May 21, 2026, including voting outcomes for three proposals: election of five directors, a non-binding say-on-pay vote, and ratification of Grant Thornton LLP as independent auditor. The filing presents detailed vote tallies (FOR, AGAINST, ABSTAIN, and broker non-votes) for each proposal, which is the core disclosure required under Item 5.07 for shareholder meeting results.

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TRAVELERS COMPANIES, INC. (TRV)

8-K Shareholder vote confidence 99% filed 2026-05-22 Item 5.07

Travelers Companies held its annual meeting of shareholders on May 20, 2026, and disclosed the voting results for six items: election of eight directors, ratification of the independent auditor, non-binding executive compensation vote, amendment to the 2023 Stock Incentive Plan increasing authorized shares by 5,000,000, and two shareholder proposals.

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Transcode Therapeutics, Inc. (RNAZ)

8-K Delisting risk confidence 98% filed 2026-05-22 Item 3.01

TransCode Therapeutics received a deficiency letter from Nasdaq on May 19, 2026, notifying the company that it failed to maintain the minimum stockholders' equity requirement of $2,500,000 for continued listing on the Nasdaq Capital Market, with reported stockholders' equity of only $1,251,427 as of March 31, 2026. The company has 45 days to submit a compliance plan, and failure to regain compliance could result in delisting. This is a classic delisting risk disclosure under Item 3.01.

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Navitas Semiconductor Corp (NVTS)

8-K Other material confidence 72% filed 2026-05-22 Item 1.01

The filing discloses a Settlement, Release and Amendment Agreement between Navitas and Live Oak Sponsor Partners II regarding earnout shares from the 2021 business combination. The settlement involves transfer of 726,225 previously unvested earnout shares to Live Oak Sponsor, forfeiture of 115,775 shares, and mutual releases of claims. While this involves earnout mechanics from a prior M&A transaction, the core event is a settlement agreement resolving disputes—not the M&A activity itself (which occurred in 2021). This settlement is material as it resolves contingent equity obligations and disputes, but does not fit cleanly into ma_activity (no new acquisition/disposition), exec_compensation (not executive compensation), or dilutive_issuance (shares already contemplated in the 2021 deal). The event is best classified as other_material given its settlement nature and material impact on earnout obligations.

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Solstice Advanced Materials Inc. (SOLS)

8-K Shareholder vote confidence 98% filed 2026-05-22 Item 5.07

This Item 5.07 disclosure reports the results of Solstice Advanced Materials' Annual Meeting of Shareowners held on May 22, 2026, including voting outcomes on four matters: election of four Class I directors (Peter Gibbons, Rose Lee, William Oplinger, Patrick Ward), appointment of Deloitte & Touche LLP as independent auditors, advisory approval of named executive officer compensation, and frequency of future advisory votes on compensation. The filing directly matches the shareholder_vote_results event type and is material as it documents formal governance actions and shareholder approval of key corporate matters.

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WESTWATER RESOURCES, INC. (WWR)

8-K Shareholder vote confidence 98% filed 2026-05-22 Item 5.07

Westwater Resources held its Annual Stockholder Meeting on May 22, 2026, at which shareholders voted on and approved six proposals: director elections, an incentive plan amendment, an increase in authorized common shares from 200 million to 400 million, an advisory vote on executive compensation, auditor ratification, and approval of a convertible note issuance.

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Navitas Semiconductor Corp (NVTS)

8-K Dilutive issuance confidence 85% filed 2026-05-22 Item 8.01

The Company issued 3,277,438 shares of Class A common stock on May 22, 2026, in satisfaction of contingent consideration obligations under the Business Combination Agreement. This represents a dilutive issuance tied to a prior M&A transaction (the 2021 business combination with Legacy Navitas), with additional contingent shares (up to 10,000,000 total) potentially issuable if stock price targets are met before October 2026. The disclosure of actual share issuance and the magnitude of contingent consideration makes this material to investors assessing ownership dilution and future capital structure.

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PLAINS ALL AMERICAN PIPELINE LP (PAAPU)

8-K Shareholder vote confidence 95% filed 2026-05-22 Item 5.07

This Item 5.07 filing discloses the results of the 2026 annual meeting of unitholders held on May 20, 2026, where unitholders voted on three matters: election of four Class I directors, ratification of PricewaterhouseCoopers LLP as independent auditor, and advisory approval of 2025 named executive officer compensation. The filing provides detailed voting tallies and percentages for each matter, which is the core disclosure required under Item 5.07 for shareholder vote results.

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United Airlines Holdings, Inc. (UAL)

8-K Shareholder vote confidence 98% filed 2026-05-22 Item 5.07

This is a classic Item 5.07 disclosure reporting the results of United Airlines' Annual Meeting held on May 19, 2026. The filing presents voting results for four matters: election of 11 directors (all elected), ratification of Ernst & Young LLP as independent auditor, advisory approval of executive compensation, and a shareholder proposal on written consent rights (rejected). These are routine but material governance events that affect investor understanding of board composition and corporate oversight.

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PLAINS GP HOLDINGS LP (PAGP)

8-K Shareholder vote confidence 98% filed 2026-05-22 Item 5.07

This Item 5.07 filing discloses the results of PAGP's 2026 annual meeting of shareholders held on May 20, 2026, including voting outcomes on three matters: election of four Class I directors (all passing with 97.8%–98.4% support), ratification of PricewaterhouseCoopers LLP as independent auditor (98.7% support), and advisory approval of 2025 named executive officer compensation (64.4% support). The disclosure of shareholder vote results at an annual meeting is a core Item 5.07 event and is material to investors as it reflects governance decisions and shareholder sentiment.

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BKV Corp (BKV)

8-K Other material confidence 75% filed 2026-05-22 Item 1.01

BKV entered into a Sixth Amendment to its reserve-based lending agreement on May 20, 2026, which relaxes key financial covenants by increasing maximum permitted net leverage ratios across restricted payments, debt prepayments, and permitted investments. While this is a material credit agreement amendment affecting the company's financial flexibility and covenant compliance, it does not fit cleanly into the more specific event categories (not an M&A activity, covenant breach, or dilutive issuance). The amendment signals potential financial stress or tightening liquidity, but the disclosure itself is of a covenant waiver/amendment rather than a breach or going-concern issue.

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Hyatt Hotels Corp (H)

8-K Shareholder vote confidence 98% filed 2026-05-22 Item 5.07

Hyatt Hotels held its Annual Meeting of Stockholders on May 20, 2026, with voting results on director elections (Class II directors Gianni Marostica, Heidi O'Neill, and Richard C. Tuttle), ratification of Deloitte & Touche LLP as independent auditor, a stockholder proposal on plastics disclosure (not approved), and advisory approval of named executive officer compensation.

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Hyatt Hotels Corp (H)

8-K Exec departure confidence 75% filed 2026-05-22 Item 5.02

Paul D. Ballew retired from the Board on May 20, 2026, and Thomas J. Pritzker did not stand for re-election at the May 20, 2026 Annual Meeting, reducing the Board from twelve to ten members.

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PEPSICO INC (PEP)

8-K Other material confidence 75% filed 2026-05-22 Item 8.01

PepsiCo terminated and replaced two material credit facilities totaling $10 billion ($5B 364-day and $5B five-year revolving credit agreements). While routine credit facility renewals are common, the disclosure of these $5 billion facilities and their replacement terms is material to investors assessing the company's liquidity and financing capacity. This does not fit neatly into the more specific event categories (not a covenant breach, not a going-concern issue, not M&A activity), making "other_material" the most appropriate classification.

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FEDEX CORP (FDX)

8-K Other material confidence 75% filed 2026-05-22 Item 8.01

FedEx announced the full redemption of €354.9 million in 1.300% Notes due 2031, with a redemption price of €358.6 million (including accrued interest) payable on May 28, 2026. This is a material debt management event affecting the company's capital structure and liquidity, but does not fit neatly into the more specific event categories (it is neither a covenant breach, dilutive issuance, nor M&A activity). The redemption represents a significant financial obligation and refinancing decision material to investors.

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AVALONBAY COMMUNITIES INC (AVB)

8-K Shareholder vote confidence 98% filed 2026-05-22 Item 5.07

AvalonBay Communities held its Annual Meeting on May 20, 2026, with stockholders voting on four proposals: election of 12 directors, advisory approval of executive compensation, approval of the 2026 Equity Incentive Plan, and ratification of Ernst & Young LLP as independent auditors. The filing reports detailed vote tallies for each proposal.

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MOLSON COORS BEVERAGE CO (TAP-A)

8-K Other material confidence 75% filed 2026-05-22 Item 8.01

Molson Coors disclosed the entry into underwriting and purchase agreements for $1.5 billion in aggregate principal amount of senior notes ($500M USD 4.900% due 2031, $1.0B USD 5.500% due 2036, and C$500M CAD 4.300% due 2033). While debt issuance is material to investors, it does not fit neatly into the specific event categories (not M&A, not a restatement, not a covenant breach, etc.). This is a material financing event that would affect investor assessment of the company's capital structure and liquidity, warranting classification as other_material.

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SMARTFINANCIAL INC. (SMBK)

8-K Shareholder vote confidence 98% filed 2026-05-22 Item 5.07

This is a classic Item 5.07 disclosure of shareholder vote results from SmartFinancial's 2026 annual meeting held on May 21, 2026. The filing reports voting outcomes for three proposals: election of ten directors, ratification of Elliott Davis, PLLC as independent auditor, and advisory approval of named executive officer compensation. All three proposals passed with substantial majorities, making this a material disclosure of governance outcomes that investors rely upon to assess board composition and management accountability.

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COMMUNITY FINANCIAL SYSTEM, INC. (CBU)

8-K Shareholder vote confidence 98% filed 2026-05-22 Item 5.07

This Item 5.07 disclosure reports the results of Community Financial System's Annual Shareholders Meeting held on May 20, 2026, including the election of 12 directors, advisory approval of executive compensation, and ratification of PricewaterhouseCoopers LLP as independent auditor. The filing presents detailed voting tallies for each director and each proposal, which is the core content of shareholder vote results disclosures.

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Solana Co (HSDT)

8-K Shareholder vote confidence 98% filed 2026-05-22 Item 5.07

Solana Co held its annual meeting of security holders on May 21, 2026, with shareholders voting on three proposals: election of four directors (Proposal 1), ratification of CBIZ CPAs P.C. as independent auditor (Proposal 2), and election of two additional directors (Proposal 3). Detailed vote tallies for each nominee and proposal are disclosed.

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Solana Co (HSDT)

8-K Other material confidence 65% filed 2026-05-22 Item 8.01

Effective at the Annual Meeting, the audit committee was reconstituted with Blane Walter as Chair and Edward M. Straw and Michel Lee as members. This governance change affects the registrant's control environment and audit oversight.

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McEwen Inc. (MUX)

8-K Other material confidence 72% filed 2026-05-22 Item 8.01

McEwen Inc. received a $49.4 million dividend from its 46.3% ownership stake in McEwen Copper Inc., bringing 2026 total dividends to $58.2 million from the San José mine operations. While this represents a significant cash inflow and is material to investors assessing the company's financial position and cash generation, it does not fit neatly into the more specific event categories (not an earnings release, M&A activity, impairment, or other defined event types). The disclosure is material because it affects the total mix of information about the registrant's financial performance and liquidity.

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CURIS INC (CRIS)

8-K Shareholder vote confidence 98% filed 2026-05-22 Item 5.07

Curis held its Annual Meeting of Stockholders on May 22, 2026, with voting results on five proposals: election of Class III directors (Greenacre and Kaitin), advisory vote on named executive officer compensation, ratification of PricewaterhouseCoopers LLP as independent auditor, amendment to increase authorized common shares from 283.8M to 567.5M, and adjournment proposal.

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CURIS INC (CRIS)

8-K Other material confidence 75% filed 2026-05-22 Item 5.03

Stockholders approved material amendments to the Certificate of Incorporation: doubling authorized common shares from 283.8M to 567.5M and eliminating Series A and Series B Preferred Stock designations, representing a significant capital structure change.

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Integer Holdings Corp (ITGR)

8-K Exec Compensation confidence 95% filed 2026-05-22 Item 5.02

Integer Holdings amended employment and change-of-control agreements for five named executives, including CEO Payman Khales, to accelerate vesting of performance-based equity upon termination in connection with a change of control, and approved cash retention bonuses totaling approximately $4.4 million across the five executives.

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Integer Holdings Corp (ITGR)

8-K Shareholder vote confidence 98% filed 2026-05-22 Item 5.07

Integer Holdings held its Annual Meeting of Stockholders at which stockholders approved all four proposals: election of 11 directors, ratification of Deloitte & Touche LLP as auditor, advisory approval of named executive officer compensation, and approval of the 2026 Omnibus Incentive Plan.

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HOPE BANCORP INC (HOPE)

8-K Shareholder vote confidence 98% filed 2026-05-22 Item 5.07

This is a clear disclosure of shareholder vote results from Hope Bancorp's 2026 annual meeting held on May 21, 2026. The filing reports voting outcomes on three proposals: election of nine directors, ratification of Crowe LLP as independent auditor, and an advisory vote on named executive officer compensation. The detailed vote tallies and approval percentages are the core content of Item 5.07, which is the standard Item for reporting shareholder meeting results.

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ONCOLYTICS BIOTECH INC (ONCY)

8-K Other material confidence 72% filed 2026-05-22 Item 8.01

The disclosure announces presentation of translational data from clinical studies (GOBLET and AWARE-1) at a major medical conference (ASCO Annual Meeting), describing pelareorep's mechanism of action and immune system effects. While this represents material clinical/scientific progress for a biotech company, it does not fit neatly into more specific event categories (not an earnings release, not a regulatory approval, not a material impairment or litigation). The announcement of clinical data presentation at a major conference would be material to investors assessing the company's pipeline and therapeutic potential.

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Momentus Inc. (MNTSW)

8-K Shareholder vote confidence 98% filed 2026-05-22 Item 5.07

This Item 5.07 disclosure presents the final voting results from Momentus Inc.'s 2026 Annual Meeting of Stockholders held on May 19, 2026, covering six proposals: election of two directors (Chris Hadfield and John C. Rood), ratification of auditors (Frank, Rimerman + Co. LLP), approval of equity incentive plan amendments, evergreen share increases, say-on-pay advisory vote, and say-on-pay frequency. All proposals passed. This is a standard shareholder vote results disclosure that is material to investors as it confirms governance actions and executive compensation arrangements.

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Kimco Realty OP, LLC

8-K Shareholder vote confidence 98% filed 2026-05-22 Item 5.07

This Item 5.07 filing discloses the results of the Annual Meeting of Stockholders held on May 21, 2026, including voting outcomes for three proposals: election of nine directors, advisory approval of executive compensation, and ratification of PricewaterhouseCoopers LLP as independent auditor. The detailed vote tallies (votes for, against, abstentions, and broker non-votes) for each proposal are the core disclosure, which is the defining characteristic of shareholder_vote_results.

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Hilton Grand Vacations Inc. (HGV)

8-K M&A activity confidence 75% filed 2026-05-22 Item 1.01

Hilton Grand Vacations entered into Omnibus Amendment No. 5 to its material receivables loan agreement, increasing the facility size from $850 million to $1 billion, extending the revolving period to May 2028, and expanding collateral eligibility to include Elara timeshare loans. This material amendment to a significant credit facility affects the company's liquidity and capital structure.

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DevvStream Corp. (DEVS)

8-K Delisting risk confidence 98% filed 2026-05-22 Item 3.01

DevvStream Corp. disclosed multiple delisting risks under Item 3.01: failure to comply with Nasdaq Listing Rule 5550(b) (Net Income Requirement of $500,000 minimum) and Nasdaq Listing Rule 5450(a)(1) (Minimum Bid Price Rule of $1.00 per share). The company received formal notification on May 20, 2026 that it has not regained compliance with the Net Income Requirement, and a Nasdaq Hearings Panel will consider both deficiencies in deciding whether to suspend/delist the company's common shares. The filing explicitly states "there can be no assurance that the Company will be able to regain compliance or maintain its listing on Nasdaq," indicating imminent delisting risk.

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ATLANTIC AMERICAN CORP (AAME)

8-K Delisting risk confidence 98% filed 2026-05-22 Item 3.01

Atlantic American Corporation received a formal notice from Nasdaq on May 21, 2026, stating non-compliance with Listing Rule 5250(c)(1) due to failure to timely file its Form 10-Q and Form 10-K. The company has until June 16, 2026 to submit a compliance plan, with potential delisting consequences if the plan is not accepted. This is a direct delisting risk disclosure under Item 3.01.

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Anteris Technologies Global Corp. (AVR)

8-K Dilutive issuance confidence 95% filed 2026-05-22 Item 1.01

Anteris Technologies entered into a Sales Agreement with TD Cowen authorizing an "at the market" offering of up to $250 million in common stock. This is a dilutive equity issuance that would materially affect existing shareholders through potential dilution. The filing explicitly describes the offering structure, commission terms, and use of proceeds for product development, which are hallmarks of a material capital raise disclosed under Item 1.01.

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