{"filing":{"accession_number":"0001140361-26-030505","cik":"0000351789","ticker":"ELSE","company_name":"ELECTRO SENSORS INC","form":"8-K","filing_date":"2026-07-31","report_date":"2026-07-30","primary_document":"ef20078959_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/351789/000114036126030505/ef20078959_8k.htm"},"events":[{"id":22418,"run_id":20280,"accession_number":"0001140361-26-030505","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"Electro Sensors Inc completed a merger transaction in which all outstanding shares of common stock were converted into $7.75 per share in cash consideration, with all compensatory options and RSUs becoming fully vested and converted to cash payments. The Company became a wholly owned subsidiary of the Parent company at the Effective Time of the merger.","company_name":"ELECTRO SENSORS INC","ticker":"ELSE","filing_date":"2026-07-31","form":"8-K","submitted_at":null,"items":[{"id":22349,"accession_number":"0001140361-26-030505","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 2.01 explicitly discloses \"Completion of Acquisition or Disposition of Assets.\" The filing references incorporation of information from Items 3.01, 5.01, 5.02, and 5.03, which are standard M\u0026A disclosure items covering material acquisitions, changes of control, and related executive matters. This is a material acquisition or disposition event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:16:16.165801+00:00","company_name":"","ticker":null,"filing_date":""},{"id":22352,"accession_number":"0001140361-26-030505","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses a material modification to security holder rights arising from a merger. The prose explicitly references a \"Merger Agreement\" and describes the automatic conversion of shares into merger consideration at the \"Effective Time,\" which is the hallmark of a merger completion. This is a change-of-control transaction material to all equity holders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:16:16.165801+00:00","company_name":"","ticker":null,"filing_date":""},{"id":22353,"accession_number":"0001140361-26-030505","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses a change in control of the registrant resulting from a merger, with the Company becoming a wholly owned subsidiary of Parent. This is a material acquisition/change of control event. The reference to \"the Merger\" and \"Effective Time\" indicates completion of a material M\u0026A transaction, which is the core event type for ma_activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:16:16.165801+00:00","company_name":"","ticker":null,"filing_date":""},{"id":22355,"accession_number":"0001140361-26-030505","item_number":"5.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Although filed under Item 5.03 (Amendments to Articles and Bylaws), the substance of this disclosure is a merger completion. The text explicitly references \"the Merger,\" \"Merger Sub,\" \"Effective Time,\" and states that Merger Sub's articles and bylaws \"became the articles of incorporation\" and \"bylaws of the Company\" — indicating a change of control transaction has closed. The incorporation by reference to Item 2.01 (which covers M\u0026A activity) further confirms this is fundamentally a merger event, not a routine governance amendment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:16:16.165801+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":22419,"run_id":20280,"accession_number":"0001140361-26-030505","anchor_item_number":"3.01","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"summary":"As a result of the merger completion, the Company's Common Stock ceased trading on Nasdaq Capital Market on July 30, 2026. The Company requested suspension and removal from listing and intends to file Form 15 to deregister the Common Stock and suspend reporting obligations under the Exchange Act.","company_name":"ELECTRO SENSORS INC","ticker":"ELSE","filing_date":"2026-07-31","form":"8-K","submitted_at":null,"items":[{"id":22351,"accession_number":"0001140361-26-030505","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that as a result of a merger, the Company's Common Stock ceased trading on Nasdaq Capital Market on July 30, 2026, with the Company requesting suspension and removal from listing. The Company also intends to file Form 15 to deregister the Common Stock and suspend reporting obligations under the Exchange Act. This is a material delisting event triggered by the consummation of a merger transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:16:16.165801+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":22420,"run_id":20280,"accession_number":"0001140361-26-030505","anchor_item_number":"5.02","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.92,"summary":"Four directors—David L. Klenk, Joseph A. Marino, Scott A. Gabbard, and Jeffrey D. Peterson—ceased to be directors of the Company at the Effective Time of the merger and were removed from all board committees.","company_name":"ELECTRO SENSORS INC","ticker":"ELSE","filing_date":"2026-07-31","form":"8-K","submitted_at":null,"items":[{"id":22354,"accession_number":"0001140361-26-030505","item_number":"5.02","item_title":null,"event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"Four directors (David L. Klenk, Joseph A. Marino, Scott A. Gabbard, and Jeffrey D. Peterson) ceased to be directors of the Company at the Effective Time of a Merger. While this departure is merger-related rather than voluntary, the principal disclosed action is the departure of multiple board members, which is material to investor assessment of governance and control. The filing explicitly states they \"ceased to be a director\" and were removed from all board committees.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:16:16.165801+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":22349,"accession_number":"0001140361-26-030505","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 2.01 explicitly discloses \"Completion of Acquisition or Disposition of Assets.\" The filing references incorporation of information from Items 3.01, 5.01, 5.02, and 5.03, which are standard M\u0026A disclosure items covering material acquisitions, changes of control, and related executive matters. This is a material acquisition or disposition event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:16:16.165801+00:00","company_name":"ELECTRO SENSORS INC","ticker":"ELSE","filing_date":"2026-07-31"},{"id":22351,"accession_number":"0001140361-26-030505","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that as a result of a merger, the Company's Common Stock ceased trading on Nasdaq Capital Market on July 30, 2026, with the Company requesting suspension and removal from listing. The Company also intends to file Form 15 to deregister the Common Stock and suspend reporting obligations under the Exchange Act. This is a material delisting event triggered by the consummation of a merger transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:16:16.165801+00:00","company_name":"ELECTRO SENSORS INC","ticker":"ELSE","filing_date":"2026-07-31"},{"id":22352,"accession_number":"0001140361-26-030505","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses a material modification to security holder rights arising from a merger. The prose explicitly references a \"Merger Agreement\" and describes the automatic conversion of shares into merger consideration at the \"Effective Time,\" which is the hallmark of a merger completion. This is a change-of-control transaction material to all equity holders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:16:16.165801+00:00","company_name":"ELECTRO SENSORS INC","ticker":"ELSE","filing_date":"2026-07-31"},{"id":22353,"accession_number":"0001140361-26-030505","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses a change in control of the registrant resulting from a merger, with the Company becoming a wholly owned subsidiary of Parent. This is a material acquisition/change of control event. The reference to \"the Merger\" and \"Effective Time\" indicates completion of a material M\u0026A transaction, which is the core event type for ma_activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:16:16.165801+00:00","company_name":"ELECTRO SENSORS INC","ticker":"ELSE","filing_date":"2026-07-31"},{"id":22354,"accession_number":"0001140361-26-030505","item_number":"5.02","item_title":null,"event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"Four directors (David L. Klenk, Joseph A. Marino, Scott A. Gabbard, and Jeffrey D. Peterson) ceased to be directors of the Company at the Effective Time of a Merger. While this departure is merger-related rather than voluntary, the principal disclosed action is the departure of multiple board members, which is material to investor assessment of governance and control. The filing explicitly states they \"ceased to be a director\" and were removed from all board committees.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:16:16.165801+00:00","company_name":"ELECTRO SENSORS INC","ticker":"ELSE","filing_date":"2026-07-31"},{"id":22355,"accession_number":"0001140361-26-030505","item_number":"5.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Although filed under Item 5.03 (Amendments to Articles and Bylaws), the substance of this disclosure is a merger completion. The text explicitly references \"the Merger,\" \"Merger Sub,\" \"Effective Time,\" and states that Merger Sub's articles and bylaws \"became the articles of incorporation\" and \"bylaws of the Company\" — indicating a change of control transaction has closed. The incorporation by reference to Item 2.01 (which covers M\u0026A activity) further confirms this is fundamentally a merger event, not a routine governance amendment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:16:16.165801+00:00","company_name":"ELECTRO SENSORS INC","ticker":"ELSE","filing_date":"2026-07-31"}]}