The Exchange Offer We will exchange all Outstanding Notes that are validly tendered and not validly withdrawn prior to the Expiration Date (as defined below) for an equal principal amount of the Exchange Notes that are freely tradable, except in limited circumstances as described below. The Exchange Offer expires at 5:00 p.m., New York City time, on , 2026, unless extended (the Expiration Date ).

✦Dick's Sporting Goods is exchanging outstanding notes for freely tradable exchange notes of equal principal value through an offer expiring in 2026, providing debt holders improved liquidity and tradability.

Victor Sandor appointed as director.

Claire Bramley appointed as director. David Lissy appointed as director. Anilu Vazquez-Ubarri resigned as Class II director.

(a) Resignation of Independent Registered Public Accounting Firm. On June 3, 2026, Nevada Canyon Gold Corp.

Stephen A. Lasher appointed as Vice President.

Change in Registrant s Certifying Accountant On June 2, 2026, Solitario was notified that Assure CPA, LLC ( Assure ), which served as the independent registered public accounting firm of Solitario Resources Corp. ( Solitario ), merged into Sadler, Gibb Associates ( Sadler ) pursuant to an asset purchase agreement.

✦Solitario Zinc's auditor Assure CPA merged into Sadler Gibb Associates, requiring the company to transition its independent audit function to the acquiring firm.

Johnathan Daniel appointed as interim Chief Accounting Officer.

✦Baldwin Insurance Group appointed Johnathan Daniel as interim Chief Accounting Officer, indicating a leadership transition in its accounting function that investors should monitor for potential financial reporting implications.

👤 Johnathan Daniel — Johnathan Daniel, age 41, brings extensive financial and accounting experience spanning over 16 years across public accounting and corporate finance. His career includes roles as Manager at RSM US LLP and Senior Assurance Associate at PricewaterhouseCoopers LLP, followed by positions as Vice President and Corporate Controller at ProAssurance Corporation (a publicly traded specialty insurance company), Senior Director of SEC Reporting and Internal Controls at Science 37 during its public listing, and Controller then Chief Financial Officer at CAC Group before its acquisition by Baldwin Insurance Group in January 2026. Mr. Daniel holds a Bachelor of Science in Accounting from the University of Alabama (summa cum laude), is a CPA, and is Accredited in Business Valuation by the AICPA.

Michael E. Williamson appointed as Class III Director. effective June 1, 2026.

✦Satellogic appointed Michael E. Williamson as Class III Director effective June 1, 2026, adding board expertise to guide the satellite imaging company's strategic direction.

Ohad Harlev appointed as Independent Director.

✦Direct Digital Holdings appointed Ohad Harlev as an Independent Director, strengthening board oversight and governance for the digital advertising platform company.

en registered under the Securities Act of 1933, as amended (the Securities Act ), which we refer to in this prospectus as the New Notes, for any and all of our outstanding unregistered 7.25% Fixed-to-Floating Rate Subordinated Notes due 2036 that we issued in a private placement on March 12, 2026, which we refer to in this prospectus as the Old Notes. We are making this offer to exchange the Old Notes for the New Notes to satisfy our obligations under the registration rights agreements that we e

✦Hanover Bancorp is registering previously unregistered 7.25% subordinated notes due 2036, exchanging them for registered versions to fulfill registration rights obligations.

Merger by Helix, Hornbeck Offshore Services, Inc. Exchange ratio: 10.27167 shares. Cash: $9.46,.

✦Helix Energy will acquire Hornbeck Offshore Services in an all-stock deal valued at approximately $9.46 per share, with Hornbeck shareholders receiving 10.27 Helix shares per share held.

On June 1, 2026, the Board of Directors (the Board ) of Sturm, Ruger Company, Inc., a Delaware corporation (the Company ), in consultation with and consistent with the recommendations made to the Board by the Compensation Committee thereof, adjusted the compensation of Todd W. Seyfert, President and Chief Executive Officer of the Company, as follows: (i) base salary of $800,000 per year ( Base Salary ), (ii) annual target cash bonus based on 100% of Base Salary, (iii) annual performance-based eq

David B. Foss resigned as director. effective July 15, 2026.

On June 3, 2026 (June 4, 2026 in Australia) , at the Annual General Meeting, the Common Stockholders (as defined below) approved the issuance of up to 90,000,000 Securities under the 2018 Equity Incentive Plan pursuant to ASX Listing Rule 7.2 (Exception 13) and for all other purposes. A more complete description of the terms of the 2018 Equity Incentive Plan can be found in Proposal 6: Approval of the Issuance of up to 90,000,000 Securities Under the 2018 Equity Incentive Plan Pursuant to ASX Li

Teresita Rubio appointed as Treasurer. Peter Downey appointed as Chief Executive Officer. effective May 27, 2026.

Tobin Turner appointed as Principal Executive Officer. Janet L. Matricciani resigned as director. effective June 3, 2026.

Jennifer Cabalquinto appointed as independent Class I director.

Danny G. Allouche appointed as President. Ryan D. Yost resigned as President. effective June 1, 2026.

Chief Executive Officer appointed as director. Chief Financial Officer appointed as Chief Financial Officer. effective July 1, 2026.

David Whitby appointed as director.

( Arch or the Company ) announced today that David Gansberg is stepping down from his role as a President of Arch effective immediately and will be departing the Company following a distinguished tenure, having played an important role in building the organization to its current position. Gansberg oversaw Arch s Global Insurance Group.

(e) REX American Resources Corporation 2026 Incentive Plan . On May 28, 2026, the shareholders of REX American Resources Corporation (the Company ), upon recommendation of the Company s Board of Directors, approved the REX American Resources Corporation 2026 Incentive Plan (the 2026 Plan ).

PricewaterhouseCoopers LLP dismissed as auditor. KPMG LLP appointed as new auditor.

✦PricewaterhouseCoopers LLP out, KPMG LLP in — neutral Big 4 rotation — likely fee negotiation or mandatory independence rotation.

On June 3, 2026, the Company announced that Andrew Del Matto, its Chief Financial Officer, will be retiring effective upon the start of a successor. The Company intends to commence a search for a new Chief Financial Officer, and Mr.

The description of the 2026 Plan contained on pages 16-31 of the Company s definitive proxy statement for the Special Meeting, filed with the Securities and Exchange Commission on May 21, 2026 (the Proxy Statement ), is incorporated herein by reference. A complete copy of the 2026 Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Consumers Energy appointed as director. effective June 3, 2026.

(e) On June 2, 2026, the stockholders of Cerus Corporation (the Company ) approved an amendment and restatement of the Company s 2024 Equity Incentive Plan (the 2024 Equity Incentive Plan ). The material terms of the 2024 Equity Incentive Plan are described in the Company s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 22, 2026 (the Proxy Statement ), in the section entitled Proposal No.

Michael Sievert appointed as director.

Quang X. Pham appointed as interim Chief Financial Officer. Matthew K. Szot appointed as director. effective May 28, 2026.

Restructuring of Management Compensation On June 1, 2026, the Compensation Committee (the Committee ) of the Board of Directors (the Board ) of AEye, Inc. Adoption of Amended and Restated Change in Control Severance Agreement On June 1, 2026, the Committee, ratified the adoption of a form of an Amended and Restated Change in Control Severance Agreement (the Amended Severance Agreement ) to be entered into with eligible participants and authorized the Company to enter into the Amended Severance A

Acquired EIP Holdings IV, LLC.

( Mackie ) McCrea, III, Co-Chief Executive Officer of Energy Transfer LP (the Partnership ), notified the Partnership of his intention to retire, effective on or before December 31, 2026. McCrea will continue in his current role as Co-Chief Executive Officer and as a member of the Partnership s Board of Directors.

fic Financial Shareholders: On April 30, 2026, Pacific Financial Corporation ( Pacific Financial ) and Banner Corporation ( Banner ) entered into an Agreement and Plan of Merger, which we refer to as the merger agreement, under which Pacific Financial will merge with and into Banner, which we refer to as the merger. Immediately following the completion of the merger, Bank of the Pacific, the wholly-owned subsidiary of Pacific Financial, will merge with and into Banner Bank, the wholly-owned bank

✦Banner Corporation will acquire Pacific Financial Corporation in an all-stock merger, with Pacific Financial's subsidiary Bank of the Pacific merging into Banner Bank, creating a combined regional banking entity.

On June 1, 2026, (the Grant Date ), the Human Capital and Compensation Committee of the Board of Directors (the Committee ) recommended, and the Board of Directors (the Board ) of UL Solutions Inc. Scanlon, the Company s President and Chief Executive Officer (the CEO Special Performance Award ), pursuant to the UL Solutions Inc.

✦UL Solutions' board approved a special performance award for President and CEO Scanlon, signaling confidence in current leadership while potentially indicating retention strategy tied to future performance milestones.

MNP LLP dismissed as auditor.

On May 29, 2026, the Board of Directors (the Board ) of American Battery Technology Company (the Company ) approved a Special Performance-Based Restricted Stock Unit Award Agreement (the Award Agreement ) with Ryan Melsert, the Company s Chief Executive Officer, Chief Technology Officer, and a member of the Board. Melsert 2,200,000 restricted stock units (the Units ), with each Unit representing the right to earn, on a one-for-one basis, shares of the Company s common stock ( Common Stock ), pur

Resignation of Director and Interim President On May 28, 2026, Raymond Wright notified the Board of Directors (the Board ) of Greenway Technologies, Inc. In connection with his transition, the Board unanimously approved the conferral of the honorary title Chairman Emeritus in recognition of Mr.

Rick Gonzalez appointed as Chief Commercial Officer.

Appointment of Chief Financial Officer On June 3, 2026, NextDecade Corporation (the Company ) announced the appointment of John Zuklic as the Chief Financial Officer of the Company, effective July 6, 2026. Zuklic, age 59, brings significant expertise after more than 30 years in the energy industry, including senior finance roles in capital-intensive businesses.

Raphael Thomas Wallander appointed as Class III director. Raphael Thomas Wallander resigned as Class III director.

✦Beyond Meat appointed and simultaneously resigned Raphael Thomas Wallander as a Class III director, indicating a technical board transition with unclear strategic implications for investors.

Coree Thomas appointed as Vice President. Faez Kaabi resigned as Chief Accounting Officer.

✦Envista Holdings replaced its Chief Accounting Officer with a new Vice President appointment, signaling potential changes in financial leadership and accounting oversight at the dental products company.

👤 Coree Thomas — Coree Thomas, age 48, was appointed Vice President and Chief Accounting Officer of Envista Holdings Corporation effective August 6, 2026. Mr. Thomas has served as Vice President, Global Controller at Envista since February 2023, and previously held progressive leadership roles at CBRE Group, Inc. (as Vice President, Global Controller and VP Corporate Controller), Edwards Lifesciences Corporation, Exelon Corporation, and KPMG LLP. He holds a Bachelor of Science in Accounting from St. Mary's College of California.

Anna Greka appointed as director.

✦Ovid Therapeutics appoints Anna Greka to its board of directors, potentially bringing new expertise and perspective to guide the company's strategy and operations.

👤 Anna Greka — Dr. Anna Greka is a Professor of Medicine at Harvard Medical School and Mass General Brigham, where she has held roles of increasing responsibility since joining as an Assistant Professor in 2012. She holds multiple leadership positions at the Broad Institute of MIT and Harvard, including Executive Leadership Team Member and Founding Director of the Kidney Disease Initiative, and has served as a venture advisor to biotech firms since 2013, including founding and advising several biopharmaceutical companies such as Goldfinch Bio. Dr. Greka holds an M.D. from the Harvard-MIT program in Health Sciences and Technology, a Ph.D. from Harvard Medical School, and an A.B. from Harvard University.

Acquisition for $12,000,000,.

✦Sadot Group Inc. completed a $12 million acquisition, potentially expanding its asset base and operational capabilities for shareholders.

Darin Rovell appointed as Chief Accounting Officer. Darin Rovell resigned as officer. effective June 22, 2026.

Acquired BidCo.

Luke A. Hewko appointed as Chief Financial Officer. Luke A. Hewko resigned as director.

Acquired PSIF EBS Rainbow LLC for $21,180,000.00.

On June 1, 2026, Joseph Kimmell, Executive Vice President, Operations of Champion Homes, Inc. The Company has entered into an agreement with Mr.

Changes in Registrant s Certifying Accountant (a) On May 28, 2026, Sharing Economy International Inc. The Board of Directors of the Company recommended and approved the dismissal.

Admiral Scott Swift appointed as director. Major General Pete Fesler appointed as director. effective June 15, 2026.

Tender offer for of the Securities Exchange Act of 1934 REGENXBIO Inc.

✦RegenXBio initiated a tender offer to repurchase its own shares, providing shareholders an opportunity to sell their holdings back to the company at a specified price.

delays relating to the Company transitioning to certain new system platforms as well as recent management changes.

Amendment to the Company s Amended and Restated 2021 Equity Incentive Plan As described in

✦Valion Bio's amendment to its 2021 Equity Incentive Plan reflects executive compensation adjustments, potentially signaling leadership changes or refined share allocation strategies that could affect shareholder dilution.

John McAdory appointed as Chief Operating Officer. Chief Operating Officer appointed as Executive Vice President. Stephen Glover appointed as director. effective June 1, 2026.

Jeff Farrow appointed as director. Marrow appointed as director. Reid Waldman appointed as director.

Bob Calver appointed as Chief Operating Officer. effective October 1, 2026.

✦Alliance Laundry Holdings appoints Bob Calver as Chief Operating Officer effective October 1, 2026, signaling potential operational restructuring and strategic changes in company leadership.

additional time was needed to complete the presentation of the Company s financial information and other disclosures.

( e) Fiscal 2026 Executive Incentive Plan . On June 1, 2026, the Compensation Committee (the Committee ) of the Board of Directors (the " Board ") of American Superconductor Corporation (the Company ) and the Board approved an executive incentive plan for the Company s fiscal year ending March 31, 2027 ( fiscal 2026 ).

Georgina Smith appointed as Chief Accounting Officer. Georgina Smith resigned as Chief Financial Officer. effective June 1, 2026.

✦Picard Medical promoted its Chief Financial Officer Georgina Smith to Chief Accounting Officer effective June 1, 2026, signaling potential CFO succession planning and organizational restructuring.

👤 Georgina Smith — Georgina Smith, 54, was appointed Chief Accounting Officer of Picard Medical, Inc. effective June 1, 2026. Ms. Smith brings extensive accounting and financial reporting experience, having recently served as Controller of SynCardia Systems LLC (a company subsidiary), Assistant Corporate Controller at Rain Bird Corporation where she oversaw enterprise accounting governance and internal controls, and in roles of increasing responsibility at Tucson Electric Power including Manager of External Reporting. She holds an MBA and Bachelor of Science in Accounting from the University of Arizona and is a Certified Public Accountant in Arizona.

Acquired Eddyfi Holding.

As a result, an additional 3,900,000 shares of Class A common stock are now available for issuance under the Amended and Restated Plan. The Amended and Restated Plan amends and restates the 2014 Equity Incentive Plan, as previously amended and restated in May 2024, and all future awards granted thereunder will be subject to the terms of the 2014 Equity Incentive Plan as amended and restated.

(e) In recognition of his leadership, contributions, long service and dedication to the Company, on June 1, 2026, George Archos, the Chair, Chief Executive Officer and President of Verano Holdings Corp. Stock and Incentive Plan (the Equity Plan ), which immediately vested into 2,500,000 shares of the Company s common stock, par value $0.001.

✦Verano Holdings CEO George Archos received a 2.5 million share grant recognizing his leadership tenure, potentially diluting existing shareholders while rewarding continued executive management.

Alvin McCoy resigned as Chief Financial Officer. Ana Garcia resigned as director. effective May 31, 2026.

✦Cycurion loses its CFO and a board director simultaneously, creating potential leadership disruption and raising questions about management stability at the company.

Jillian Evanko appointed as Independent Director. effective June 1, 2026.

(e) On June 2, 2026, and upon the recommendation of the Corporate Governance and Compensation Committee (the Compensation Committee ) of the Board of Directors (the Board ) of Postal Realty Trust, Inc. The Chairperson of the Board is not entitled to any additional compensation for service on any committee of the Board.

✦Postal Realty Trust's board restructured executive compensation for its Chairperson role, eliminating additional committee service fees, potentially reducing executive costs and clarifying governance boundaries.

On June 1, 2026, Plains All American Pipeline, L.P. ( PAGP ) announced that effective September 1, 2026, Russ Montgomery will be promoted to the position of Vice President, Accounting and Chief Accounting Officer of Plains All American GP LLC, the general partner of PAA, and PAA GP Holdings LLC, the general partner of PAGP.

On June 1, 2026, Plains All American Pipeline, L.P. ( PAGP or the Registrant ) announced that effective September 1, 2026, Russ Montgomery will be promoted to the position of Vice President, Accounting and Chief Accounting Officer of Plains All American GP LLC, the general partner of PAA, and PAA GP Holdings LLC, the general partner of PAGP.

Appointment of Chief Financial Officer of VisionWave IL Ltd. ( VisionWave IL ), a wholly-owned subsidiary of VisionWave Holdings, Inc.

✦VisionWave Holdings appointed a new Chief Financial Officer for its Israeli subsidiary, signaling operational restructuring that may improve financial management and governance of its international operations.

Todd Heeter appointed as interim Chief Financial Officer. Todd Heeter resigned as interim Chief Financial Officer. Chief Operating Officer resigned as director. effective May 28, 2026.

  Table of Contents Under the terms of the Business Combination Agreement, the aggregate consideration in the Business Combination is derived from an equity value of $500 million.

✦US Elemental Inc. (ULIT) is proceeding with a merger valuing the combined entity at $500 million, which will determine shareholder equity stakes and potential dilution in the resulting company.

Bret Christensen appointed as director. Robert Peterson appointed as Interim Chief Executive Officer. effective June 8, 2026.

Jeffrey T. Elliott resigned as director.

Acquired Braemar Hospitality Limited Partners.

Dr. Joshua Ofman resigned as director.

✦Dr. Joshua Ofman's resignation as director of GRAIL, Inc. reduces board oversight capacity and may signal internal disagreements or strategic shifts at the cancer diagnostics company.

Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 28, 2026, the Board of Directors (the Board ) of the Company approved a special performance-based equity award for the Company s Chief Executive Officer, William Brennan, in the form of performance-based restricted stock units (the Special PSUs ) under the Company s 2021 Long-Term Incentive Plan (the Plan ).

✦Credo Technology's board approved a special performance-based equity award for CEO William Brennan, potentially aligning his compensation with company performance metrics and shareholder interests.

As reported on the Form 8-K filed by AtlasClear Holdings, Inc. The Plan Amendment had previously been approved by the Company s board of directors, subject to stockholder approval.