Technology

ARRAY Technologies (NASDAQ: ARRY), a global provider of solar tracking technology and fixed-tilt products, announced on August 31, 2026 the successful completion of its acquisition of Affordable Wire Management, LLC (AWM), a provider of wire management, cable protection, and balance-of-system solutions for utility-scale solar and energy storage projects. ARRAY said the deal broadens its balance-of-system portfolio and is expected to create growth opportunities in battery energy storage and datacenter infrastructure. AWM's products organize, secure, and protect electrical wiring to improve system reliability, safety, installation efficiency, and long-term performance, with proprietary designs engineered to provide greater durability, enhanced thermal management, and lower resistive losses than conventional solutions. This record is sourced from ARRAY's own 8-K press release (Exhibit 99.1), furnished to the SEC on August 31, 2026, announcing the transaction as already closed. The release states that additional information regarding the transaction would be included in a Current Report on Form 8-K to be filed by ARRAY, which this document already represents, though it does not attach the underlying purchase agreement, so specific deal terms beyond strategic rationale are not available here. Jefferies LLC acted as exclusive financial advisor to ARRAY on the acquirer side. First Liberties Financial acted as exclusive financial advisor to AWM on the target side. Edelman Smithfield additionally served as strategic communications advisor to ARRAY, a non-financial advisory role. Jones Day acted as legal advisor to ARRAY. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. acted as legal advisor to AWM. The press release does not disclose a purchase price or any value metric for the transaction, stating only that the acquisition is expected to be at least high single digit accretive to ARRAY's Adjusted EPS in the first year before synergies. No consideration structure (cash, stock, or earnout) is specified. AWM's co-founder and Chief Executive Officer Scott Rand and co-founder and Chief Technology Officer Dan Smith both framed the deal as a growth platform for AWM's existing product lines rather than describing any changes to deal economics. Not disclosed in this filing: the purchase price or enterprise value, the consideration mix, AWM's revenue or EBITDA, the original signing date of the purchase agreement, and any financing arrangements used to fund the acquisition.

Analog Devices, Inc. (NASDAQ: ADI), a technology sector company, and Alif Semiconductor, Inc., a Pleasanton, California-based provider of low-power microcontroller and fusion processor semiconductor products with integrated AI/ML acceleration, announced on September 9, 2026 that they entered into a definitive agreement under which ADI will acquire Alif in an all-cash transaction. The announcement was disclosed in a Form 8-K (Item 7.01, Regulation FD Disclosure) furnishing a joint press release as Exhibit 99.1. Under the terms of the agreement, which has been approved by the boards of directors of both companies, ADI will pay Alif's stockholders $1.35 billion of upfront cash consideration, subject to the terms of the definitive agreement. In addition, ADI may pay incremental contingent consideration of up to $200 million, the terms and triggers of which were not detailed in the disclosed materials. No equity, exchange ratio, or stock component is involved; Alif is a private company, so no proxy statement, S-4, or tender offer filing applies to this transaction. Strategically, ADI describes the deal as accelerating its delivery of what it calls "Physical Intelligence," enabling systems to sense, reason, and act locally in real time within the constraints of the physical world. Vincent Roche, CEO and Chair of ADI, said: "AI is moving out of the data center and into the physical world, where latency, power, and trust cannot be compromised... By combining Alif's digital processing capabilities with our leadership in multi-modal sensing, signal processing, power, connectivity, and software, we can empower customers to create entirely new classes of secure, intelligent systems that sense, reason, and act locally in real time." Reza Kazerounian, Co-Founder and President of Alif, said the company was "founded to reimagine what a microcontroller can be in the AI era," engineering "a heterogeneous architecture from the start, integrating dedicated low-power neural processing with connectivity, security, and intelligent power management." ADI says the combination will expand its addressable market across industrial, data center infrastructure, defense, energy, robotics, digital health, and wearable applications, and notes that Alif's silicon is already shipping in production with design wins across leading consumer and industrial customers. On financing, ADI separately raised $3.0 billion through an underwritten public offering of senior notes across four tranches ($500 million of 5.100% notes due 2029, $500 million of 5.350% notes due 2031, $1.0 billion of 5.600% notes due 2033, and $1.0 billion of 5.750% notes due 2036), priced September 15, 2026 and issued September 17, 2026, with J.P. Morgan Securities LLC acting as representative of the underwriters. In the related 424B2 prospectus supplement filed September 16, 2026, ADI disclosed estimated net proceeds of approximately $2.969 billion and stated it intends to use the net proceeds for general corporate purposes, "which may include funding the upfront cash purchase price of the Alif Acquisition, capital expenditures, repurchases of our common stock under our stock repurchase program, repayment or refinancing of existing indebtedness, dividend payments and other acquisitions." The prospectus supplement also states there will be no special mandatory redemption of the notes if the Alif acquisition is not consummated, meaning the notes are not strictly conditioned on deal completion. On the financial advisory side, PJT Partners is acting as financial advisor to ADI, the acquirer. For Alif, the target company, Qatalyst Partners is serving as financial advisor. Legal counsel is divided accordingly: Wachtell, Lipton, Rosen & Katz is serving as legal counsel to ADI, and DLA Piper is acting as legal counsel to Alif. The transaction is expected to close before the end of calendar year 2026 (the fourth quarter of ADI's 2026 calendar year), subject to customary closing conditions, including the expiration (or termination) of the applicable waiting period, and any extension thereof, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. No other specific closing conditions, termination fee, EPS accretion/dilution guidance, synergy targets, or pro forma financial detail for the combined company have been disclosed in the available filing materials. No merger/purchase agreement exhibit, investor presentation deck, merger proxy, or closing 8-K has been filed or located as of this writing.

This record concerns Allegro MicroSystems, Inc. (ticker ALGM), a technology-sector company, as the issuer in a follow-on common stock offering, with proceeds used for a share repurchase from a major shareholder. The transaction falls under the equity capital markets (ecm) product group, and its disclosed value is not stated in the source document. The facts are sourced from an 8-K filing with the SEC via EDGAR, published July 26, 2024. The deal's status is pending regulatory, indicating the offering had not yet fully concluded as of that filing. Two financial advisors are disclosed, both acting as underwriter representatives for the issuer and both designated lead. Barclays Capital Inc. and Morgan Stanley & Co. LLC are named as representatives of the several underwriters named in a schedule attached to the underlying agreement, per the source sentence: "Barclays Capital Inc. Morgan Stanley & Co. LLC, As Representatives of the several Underwriters named in Schedule I attached hereto." This indicates a broader underwriting syndicate existed beyond these two named representatives, though the other syndicate members are not individually identified in the facts block. No legal advisors are identified in the facts block for this transaction. Beyond describing this as a follow-on common stock offering whose proceeds were used for a share repurchase from a major shareholder, the facts block does not specify the offering size, the share repurchase price, or the identity of the major shareholder involved. Several facts are not disclosed in this record. The transaction's dollar value is not stated. No legal advisors are named for the issuer. The facts block does not identify the other underwriters referenced in "Schedule I" beyond Barclays Capital Inc. and Morgan Stanley & Co. LLC, and no expected closing date is given.

This deal is a cash acquisition with an earnout component, classified as an M&A transaction in the tech sector, involving Altamira Technologies Corporation as target and Parsons Corp (ticker PSN) as acquirer. The disclosed value of the transaction is $375,000,000. The transaction is sourced from an 8-K filing with the SEC, filed via SEC EDGAR and published on January 15, 2026. The deal's current status is pending regulatory approval. On the financial advisory side, Baird acted as exclusive financial advisor to Altamira, the target, in a lead capacity, while Barclays acted as exclusive financial advisor to Parsons, the acquirer, also in a lead capacity, per the same source sentence naming both firms' respective exclusive roles. No legal advisors were extracted for this deal in the facts block, so it is not possible to state which law firms, if any, are representing either side of the transaction. Beyond the cash consideration with an earnout structure, with a disclosed deal value of $375,000,000, no further detail on the specific earnout terms, milestones, or the split between upfront cash and earnout payments is provided in the facts block. Several items are not disclosed in the available record. No legal advisors for either party are identified, and the specific earnout mechanics (milestones, caps, timing) referenced by the 'cash acquisition with earnout' subtype are not further detailed. No expected closing date or further timeline detail beyond the January 2026 filing date and pending-regulatory status is given.

This transaction is a follow-on common stock offering by Ambiq Micro, Inc., trading under the ticker AMBQ, classified under the equity capital markets product group. The deal is classified within the technology sector, and the disclosed value of the offering is 83,067,600 dollars. The transaction is sourced from an SEC EDGAR Form 424B4 filing published on January 26, 2026. Based on the facts provided, the deal's status is pending regulatory approval. The underwriting syndicate for this offering includes four named underwriters serving the issuer, Ambiq Micro. BofA Securities and UBS Investment Bank are both identified as holding lead status among the underwriters, while Needham & Company and Stifel are also named as underwriters without a specified lead designation. The source material lists all four firms together under a single listing of underwriters: BofA Securities, UBS Investment Bank, Needham & Company, and Stifel. No legal advisor is identified for the issuer or for the underwriting syndicate in the facts provided for this transaction. Beyond confirming that this is a follow-on common stock offering with a disclosed value of 83,067,600 dollars, no further detail on the number of shares offered or the per-share offering price is included in the facts available. A number of elements of this deal remain undisclosed. No legal advisor to the issuer or underwriters is identified, and no detail is provided on the per-share offering price or the number of shares sold in this follow-on offering. The facts also do not specify an expected closing or settlement date.

This transaction is a cash acquisition structured as a take-private of AstroNova, Inc., trading under the ticker ALOT, by a parent entity that is an affiliate of investment funds managed by Arcline. The deal is classified within the technology sector, and the disclosed value of the transaction is not stated in the source document. The transaction is sourced from an SEC EDGAR Form DEFM14A filing published on July 31, 2026. Based on the facts provided, the deal's status is pending regulatory approval. On the financial advisory side, Rockefeller Financial LLC served as financial advisor and is identified as the lead advisor, having been retained by AstroNova as its exclusive financial advisor with respect to the merger and the other transactions contemplated by the merger agreement, according to the source material. No financial advisor to the Arcline-affiliated parent entity is identified in the facts provided. No legal advisor is identified for either party in the facts provided for this transaction. Beyond confirming that this is a cash acquisition structured as a take-private transaction, no further detail on the specific per-share price or other terms of the cash consideration is included in the facts available. Several elements of this deal remain undisclosed. The deal value is explicitly noted as not stated in the source document, and no financial or legal advisor to the Arcline-affiliated acquirer is identified, nor is any legal advisor to AstroNova named. No expected closing date or per-share purchase price is provided in the facts available.

Auddia Inc., a technology sector company trading under the ticker AUUD, has announced an at-the-market offering, a type of equity capital markets transaction. The company is issuing shares of common stock with an aggregate offering price of up to $10,000,000. As the issuer in this offering, Auddia is selling its common stock, par value $0.001 per share, into the market through a registered at-the-market mechanism. This transaction was announced on August 22, 2025, based on a filing published to SEC EDGAR on that same date. The source document is an SEC filing, though the specific form type is not identified in the available information. The deal is currently in announced status, meaning the sales agreement has been executed but the offering remains ongoing. Ascendiant Capital Markets, LLC serves as the sales agent for this at-the-market offering, functioning in a lead capacity. According to the sales agreement entered into on August 22, 2025, Ascendiant Capital Markets, LLC acts as the agent responsible for selling the shares of common stock from time to time pursuant to the at-the-market offering structure under Rule 415 of the Securities Act of 1933, as amended. Carroll Legal LLC is serving as legal counsel to Auddia Inc. in this transaction. The firm has provided an opinion relating to the validity of the shares of common stock that may be sold pursuant to the sales agreement, which opinion has been filed as an exhibit to the offering documents. The at-the-market offering permits Auddia to sell up to $10,000,000 in aggregate offering price of its common stock through Ascendiant Capital Markets, LLC as sales agent. The structure is a registered at-the-market offering as defined under Rule 415 of the Securities Act, which allows the issuer to offer and sell shares opportunistically over time at prevailing market prices, rather than through a fixed underwritten offering at a set price. Several material terms and details of this transaction remain undisclosed. The expected closing date or completion timeline for the offering has not been stated. The number of shares to be offered, pricing mechanisms, and the timing and amount of actual sales under the agreement are not specified. No information has been provided regarding any underwriting discounts, commissions, or other compensation arrangements between the company and the sales agent. Additionally, any lock-up restrictions, standstill provisions, or other customary terms of the sales agreement are not detailed in the available information.

TPG Global, LLC, through its TPG Capital private equity platform, and Corpay, Inc. (NYSE: CPAY) completed their acquisition of AvidXchange Holdings, Inc. (Nasdaq: AVDX), a provider of accounts payable automation software and payment solutions, on October 15, 2025. The transaction was structured through Arrow Borrower 2025, Inc. (Parent) and its wholly owned subsidiary Arrow Merger Sub 2025, Inc., which merged into AvidXchange, with AvidXchange surviving as a wholly owned subsidiary of Parent. TPG acquired a majority interest in AvidXchange and Corpay acquired a minority interest. The deal was announced on May 6, 2025, approved by AvidXchange shareholders on September 16, 2025, and closed on October 15, 2025, following regulatory approvals and other customary closing conditions. Under the terms of the merger agreement, each share of AvidXchange common stock was converted into the right to receive $10.00 in cash, without interest. The company's press release announcing the closing stated that the acquisition "established AvidXchange as a private company valued at approximately $2.2 billion." The $10.00 per share price represented a 22% premium to AvidXchange's closing stock price of $8.20 on May 6, 2025 (the last trading day before the deal was announced), a 16% premium to the 90-day volume-weighted average price as of that date, and a 45% premium to the $6.89 closing price on March 12, 2025, the last trading day before media reports of a potential transaction first surfaced, according to the definitive merger proxy statement. The merger consideration was entirely cash; there was no stock component and no condition to closing tied to the availability of Parent's financing. The proxy statement's "Background of the Merger" section discloses an extended sale process. Beginning in August and September 2024, AvidXchange management and its board fielded inbound inquiries from multiple financial sponsors following a stock price decline tied to lowered fiscal 2024 revenue guidance. From September 2024 through April 2025, the company entered confidentiality agreements with ten counterparties, including TPG and Corpay, and held discussions with several other named financial sponsors (referred to in the proxy as Sponsor A through Sponsor G) as well as an unnamed "Strategic Company," none of which ultimately submitted a bid that advanced to signing. TPG's initial non-binding indicative offer, submitted January 31, 2025, was in a range of $12.00 to $13.00 per share in cash; after the company's growth outlook weakened during the first quarter of 2025, TPG's offer was revised downward over several rounds, reaching a "best and final" joint proposal from TPG and Corpay of $10.00 per share on April 29, 2025, which was signed on May 6, 2025. Corpay's participation, including a disclosed equity commitment of $642 million, was described by TPG as essential to sustaining the $10.00 per share price. Barclays Capital Inc., one of AvidXchange's two financial advisors (together with Financial Technology Partners LP and FTP Securities LLC, or "FT Partners"), delivered a fairness opinion to the board dated May 6, 2025, concluding the $10.00 merger consideration was fair, from a financial point of view, to AvidXchange's unaffiliated stockholders, based on the company's internally prepared "Risk-Adjusted Forecasts." Barclays' selected comparable companies analysis applied EV/CY2025E revenue multiples of 3.0x-6.0x and EV/CY2025E Adjusted EBITDA multiples of 13.0x-18.0x, implying equity values per share of $7.68-$13.81 and $6.76-$8.80, respectively; the $10.00 merger price fell within the revenue-based range and above the EBITDA-based range. A selected precedent transactions analysis (including deals such as Paychex/Paycor, Vista/EngageSmart, Thoma Bravo/Coupa, and Corpay/Paymerang) applied EV/LTM revenue multiples of 5.0x-7.5x, implying $11.33-$16.17 per share, placing the merger price below that range; a discounted cash flow analysis produced an implied range of $8.34-$12.88 per share, within which the $10.00 price fell. Financing for the transaction included new committed equity from TPG and Corpay, an equity rollover from certain members of AvidXchange management (including CEO Michael Praeger, Dan Drees, Joel Wilhite and Ryan Stahl) and from Mastercard International Incorporated, plus third-party debt. At closing, AvidXchange and its affiliates entered into a new credit agreement providing a $440.0 million, seven-year term loan facility and a $60.0 million, seven-year revolving credit facility, with Ares Capital Corporation LLC serving as administrative agent and collateral agent; proceeds were used in part to repay and terminate AvidXchange's prior credit facility with KeyBank National Association and certain other outstanding promissory notes. The merger agreement provided for a termination fee of $78.0 million payable by AvidXchange to Parent under specified circumstances (including a change of board recommendation or acceptance of a superior proposal), and a reverse termination fee of $133.0 million payable by Parent to AvidXchange under specified circumstances (including failure to close after conditions were satisfied), guaranteed in part by TPG and Corpay in proportion to their equity commitments. At the September 16, 2025 special meeting, holders of 161,861,694 shares (77.93% of the 207,698,753 shares outstanding as of the August 14, 2025 record date) were present or represented, constituting a quorum. The merger proposal was approved with 160,933,222 votes in favor, 811,814 against, and 116,658 abstaining. At closing, AvidXchange implemented a retention bonus program with an aggregate value of approximately $3.0 million for named executive officers and other key employees, including $1,104,000 to CEO Michael Praeger, $378,000 to Dan Drees, $462,000 to Joel Wilhite, $282,000 to Angelic Gibson, and $190,500 to Ryan Stahl, vesting in three equal annual installments. AvidXchange common stock, which traded under ticker AVDX on the Nasdaq Global Select Market, was suspended from trading prior to the market open on October 15, 2025, and the company subsequently filed to deregister its shares. On the legal advisory side, Latham & Watkins LLP acted as legal advisor to AvidXchange. Davis Polk & Wardwell LLP and Schulte Roth & Zabel LLP acted as legal counsel to TPG. Eversheds Sutherland acted as legal counsel to Corpay. On the financial advisory side, Financial Technology Partners and Barclays acted as financial advisors to AvidXchange; J.P. Morgan Securities LLC, Moelis & Company and RBC Capital Markets acted as financial advisors to TPG; and Goldman Sachs acted as financial advisor to Corpay. Innisfree M&A Incorporated served as proxy solicitor to assist AvidXchange shareholders with voting on the merger. CEO Michael Praeger stated, "We are truly excited to chart the next chapter in AvidXchange's growth trajectory with the support of TPG and Corpay. As a private company, we look forward to building upon our 25+ years of industry leadership by accelerating innovation, delivering new and enhanced solutions to our customers, and creating further opportunities for our team." John Flynn, Partner at TPG, said, "AvidXchange has long been at the forefront of AP automation, continuously innovating to streamline complex corporate payment workflows." Tim Millikin, Partner at TPG, added, "We're excited to join forces with Corpay to partner with Michael and the AvidXchange team to accelerate growth and unlock its long-term potential as a private company." Ron Clarke, Chairman and CEO of Corpay, said, "We're thrilled to be in the game with Mike and his management team, and we see a path to a much higher growth and more profitable company over the midterm." The transaction has closed. No synergy targets, pro forma EPS impact, or combined-company financial projections were disclosed in the filings reviewed, as this was a cash take-private rather than a strategic stock-for-stock combination.

This deal involves AvidXchange Holdings, Inc., a technology-sector company, as the target in a cash merger backed by a sponsor and strategic consortium, namely an affiliate of TPG and Corpay, Inc. (referred to as Arrow Borrower 2025, Inc.). The transaction falls under the M&A product group, and its disclosed value is not stated in the source document. The facts are sourced from a DEFM14A filing with the SEC via EDGAR, published August 15, 2025. The deal's status is pending regulatory, indicating it had not yet closed as of that filing. Only one financial advisor is disclosed in the record: Barclays Capital Inc., which served as financial advisor to the target, AvidXchange, and is designated lead on that side. The source sentence provided is simply the heading "Opinion of Barclays Capital Inc.," indicating Barclays rendered a fairness opinion in connection with the transaction, though the substantive content of that opinion is not included in the facts block. No financial advisor is named for the acquiring consortium (TPG/Corpay affiliate) side. No legal advisors are identified in the facts block for either the target or the acquiring consortium. Beyond classifying the transaction as a cash merger involving a sponsor and strategic consortium, the facts block does not specify the per-share cash price, financing sources, or any other structural terms. A number of material facts are not disclosed in this record. The transaction's dollar value is not stated. No legal advisors are named for either side. No financial advisor is identified for the acquiring consortium, and no expected closing date is given.

This transaction is a cash acquisition representing the closing of a take-private of AvidXchange Holdings, Inc., a tech sector company, involving both TPG and Corpay as acquiring parties. The deal falls under the M&A product group and carries a disclosed value of $2,200,000,000. The transaction is currently in pending regulatory status. The facts in this briefing are sourced from an SEC EDGAR Form 8-K filed and published on October 15, 2025. Financial advisory roles were extensive given the multiple acquiring parties. For AvidXchange, the target, Financial Technology Partners and Barclays both acted as financial advisors. For TPG, one of the acquirers, J.P. Morgan Securities LLC, Moelis & Company, and RBC Capital Markets all acted as financial advisors. For Corpay, the other acquirer, Goldman Sachs acted as financial advisor. No lead or non-lead distinctions are specified among these advisors in the facts block. Legal counsel also reflects the multi-party acquirer structure. For AvidXchange, Latham & Watkins LLP acted as the company's legal advisor. For TPG, Davis Polk & Wardwell LLP and Schulte Roth & Zabel LLP both acted as legal counsel. For Corpay, Eversheds Sutherland acted as legal counsel. The facts block characterizes this transaction as a cash acquisition marking the closing of a take-private, with a joint acquiring structure involving both TPG and Corpay, but does not specify how the two acquirers are splitting ownership, financing responsibilities, or any other arrangement between them regarding the acquired company. Several material facts are not disclosed. No expected closing date beyond the filing date is given. The facts block does not detail the relative ownership or financing split between TPG and Corpay as joint acquirers, nor does it specify the per-share price paid to AvidXchange shareholders beyond the aggregate disclosed value of $2,200,000,000.

Bending Spoons S.p.A., an Italian technology company, priced its initial public offering at $29.00 per ordinary share, with trading approved on the Nasdaq Global Select Market under the ticker BSP. The prospectus is dated June 30, 2026, and was filed with the SEC on Form 424B4 on July 1, 2026, following an F-1 registration statement originally filed June 8, 2026 and amended June 22, 2026 before being declared effective on June 30, 2026. The underwriters expected to deliver the shares to purchasers against payment on July 2, 2026, meaning roughly three weeks elapsed from the public F-1 filing to pricing and settlement. The offering totaled 57,971,015 ordinary shares, split between 34,398,640 shares sold by the company and 23,572,375 shares sold by existing shareholders (the Selling Shareholders). At the $29.00 offering price, the combined offering size was $1,681,159,435, consisting of $953,917,285.50 of proceeds before expenses to the company and $653,691,424.22 of proceeds before expenses to the Selling Shareholders. The per-share underwriting discount and commission was $1.26875, for aggregate underwriting discounts of $73,550,725.28. The company will not receive any proceeds from shares sold by the Selling Shareholders. After the offering, 324,978,625 ordinary shares were expected to be outstanding (or 330,222,651 if the underwriters' option is exercised in full), meaning the primary and secondary shares sold represented roughly 18 percent of post-offering ordinary shares outstanding. The underwriters were granted a 30-day option to purchase up to an additional 5,244,026 ordinary shares from the company and up to an additional 3,451,626 ordinary shares from the Selling Shareholders to cover over-allotments. If exercised in full, net proceeds to the company would rise from an estimated $933 million to $1,079 million. The 424B4 prospectus does not disclose whether this over-allotment option was ultimately exercised. The company estimated net proceeds to itself of approximately $933 million after underwriting discounts and offering expenses. It stated it intends to use the net proceeds for general corporate purposes and to invest in new acquisitions, but specified it did not have binding agreements for any material acquisition at the time of the prospectus. The company said it would have broad discretion over the specific application of proceeds and has not declared or paid cash dividends, with no dividends anticipated in the foreseeable future. The underwriting syndicate, in order of allocated shares per the underwriting agreement, was led by Goldman Sachs International (11,594,203 shares) and J.P. Morgan Securities LLC (11,594,203 shares) as Global Leads and Joint Bookrunning Managers, together with Allen & Company LLC (9,710,145 shares), also a Global Lead. The remaining joint bookrunning managers and their allocated shares were Wells Fargo Securities, LLC (3,623,188), BofA Securities, Inc. (3,478,261), Jefferies LLC (3,478,261), Evercore Group L.L.C. (2,898,551), BNP Paribas Securities Corp. (2,898,551), Mizuho Securities USA LLC (2,898,551), SG Americas Securities, LLC (2,898,551), Credit Agricole Securities (USA) Inc. (869,565), Intesa Sanpaolo S.p.A. (869,565), UniCredit Capital Markets LLC (869,565), and Banca Akros S.p.A./Gruppo Banco BPM (289,855), totaling 57,971,015 shares. Underwriters proposed to offer shares to the public at the IPO price and to certain dealers at a concession of up to $0.76125 per share, with any reselling dealers able to extend a further discount of up to $0.25375 per share. Because this was an initial public offering with no prior public market for the shares, there is no prior closing price against which to measure a premium or discount; the $29.00 IPO price was set through negotiation between the company and the underwriters. The prospectus discloses that investors purchasing in the offering would face immediate dilution of $34.44 per share (or $34.16 per share if the underwriters' option is exercised in full), based on a pro forma as further adjusted net tangible book value of $(5.44) per share as of March 31, 2026, versus the $29.00 offering price. Actual net tangible book value per share as of March 31, 2026 was $(7.30), reflecting the company's leveraged balance sheet prior to the offering; the IPO increased net tangible book value per share by $1.86 for existing shareholders. The company disclosed its legal advisors in the prospectus: Latham & Watkins LLP passed upon the validity of the ordinary shares and certain other matters of Italian and U.S. federal law for the company, Milbank LLP passed upon certain matters of U.S. federal law for the underwriters, and Legance Avvocati Associati passed upon certain matters of Italian law for the underwriters. The company's financial statements for 2023, 2024, and 2025 were audited by Deloitte & Touche S.p.A. The company also registered its ordinary shares for listing under Section 12(b) of the Exchange Act via a Form 8-A12B filed July 1, 2026, confirming the Nasdaq Stock Market LLC as the listing exchange. No separate pricing 8-K or free-writing prospectus pricing term sheet was identified; as a foreign private issuer, Bending Spoons reports ongoing corporate events via Form 6-K rather than Form 8-K. A 6-K filed July 28, 2026 disclosed a subsequent, separate debt financing (a new EUR 500 million term loan facility, part of EUR 1.49 billion in new and expanded credit facilities since the beginning of the second quarter of 2026) for general corporate purposes and acquisitions, but this is a distinct financing event from the IPO itself and does not alter or confirm the equity offering's final terms or over-allotment outcome.

This deal is a cash acquisition classified as an M&A transaction in the tech sector, involving Benefitfocus, Inc. as target and Voya Financial, Inc. (ticker VOYA) as acquirer. The disclosed value of the transaction is $570,000,000. The transaction is sourced from an 8-K filing with the SEC, filed via SEC EDGAR and published on January 13, 2023. The deal's current status is pending regulatory approval. On the financial advisory side, Perella Weinberg Partners LP served as financial advisor to Voya, the acquirer, in a lead capacity, while Barclays served as financial advisor to Benefitfocus, the target, also in a lead capacity. Each advisor is paired with its respective legal counsel in the source material. On the legal side, Cleary Gottlieb Steen & Hamilton LLP served as legal counsel to Voya, the acquirer, while Sullivan & Cromwell LLP served as legal counsel to Benefitfocus, the target. Beyond the cash consideration implied by the cash acquisition subtype, with a disclosed deal value of $570,000,000, no further detail on per-share pricing or financing sources is provided in the facts block. Several items are not disclosed in the available record. No sector classification beyond 'tech' distinguishes any further nuance, and no additional structural detail beyond the cash acquisition designation is given. No expected closing date or further timeline detail beyond the January 2023 filing date and pending-regulatory status is provided.

This deal is a cash acquisition in which SS&C Technologies Holdings Inc (ticker SSNC), a company in the tech sector, is acquiring Calastone as the target. The transaction is classified under the M&A product group, with a disclosed deal value of $1,030,000,000. The facts block is sourced from a single SEC filing: an 8-K filed with SEC EDGAR and published on July 21, 2025. The deal's current status is pending regulatory approval. On the financial advisory side, Barclays served as exclusive financial advisor to Calastone, the target, and is designated as lead advisor in that role. No financial advisor is disclosed for SS&C, the acquirer, in the facts block. Legal counsel, however, was disclosed for both sides. On the target side, both Linklaters and Mishcon De Reya served as legal advisors to Calastone in connection with the transaction. On the acquirer side, SS&C was advised by Davis Polk & Wardwell LLP. Beyond the cash consideration structure implied by the "cash acquisition" subtype and the disclosed $1,030,000,000 value, the facts block provides no further detail on payment mechanics or other specific terms. A number of facts are not disclosed in the source material. No financial advisor is named for SS&C, the acquirer, despite legal counsel being identified for that side. The facts block also does not disclose an expected closing date, and it provides no further breakdown of the cash consideration beyond the aggregate deal value of $1,030,000,000.

This deal is a convertible senior notes offering whose proceeds are partly intended to fund an acquisition, classified under debt capital markets (DCM) in the tech sector, involving SiTime Corp (ticker SITM) as both issuer and acquirer, with the assets being acquired related to the timing business of Renesas Electronics. The disclosed value of the transaction is $1,100,000,000. The transaction is sourced from an 8-K filing with the SEC, filed via SEC EDGAR and published on May 19, 2026. The deal's current status is pending regulatory approval. On the financial advisory side, Barclays is identified as one of several book-running managers for the notes offering, named alongside Wells Fargo Securities, Goldman Sachs & Co. LLC, UBS Investment Bank, and Morgan Stanley in the same source sentence, though only Barclays is broken out as a separate structured entry, with no lead designation specified among them. Separately, HudsonWest LLC served as financial advisor to SiTime in a lead capacity, a role distinct from the notes offering's book-running managers. No legal advisors were extracted for this deal in the facts block, so it is not possible to state which law firms, if any, are representing SiTime or any other party. Beyond the classification of this transaction as a convertible senior notes offering with proceeds partly funding the Renesas timing business acquisition, with a disclosed value of $1,100,000,000, no further detail on the notes' coupon, conversion terms, or maturity is provided in the facts block. Several items are not disclosed in the available record. While the source sentence names Wells Fargo Securities, Goldman Sachs & Co. LLC, UBS Investment Bank, and Morgan Stanley alongside Barclays as book-running managers, these are not broken out as separate structured financial advisor entries. No legal advisors are identified, the specific notes terms (coupon, conversion price, maturity) are not given, and no expected closing date or further timeline detail beyond the May 2026 filing date and pending-regulatory status is provided.

Citrix Systems, Inc. (NASDAQ: CTXS), a secure digital workspace and application delivery software company, entered into a definitive agreement to be acquired by affiliates of Vista Equity Partners and Evergreen Coast Capital Corporation (an affiliate of Elliott Investment Management) in an all-cash transaction valued at 16.5 billion dollars, including assumed debt. Citrix shareholders were to receive 104.00 dollars in cash per share, a premium of 30 percent over the company's unaffected five-day volume-weighted average price. As part of the transaction, Vista and Evergreen intended to combine Citrix with TIBCO Software, one of Vista's existing portfolio companies, creating what the release calls one of the world's largest software providers serving 400,000 customers. This record is drawn from an 8-K exhibit (Exhibit 99.2) that Citrix filed with the SEC on January 31, 2022, containing the companies' press release announcing the signed agreement. At the time of filing the deal had been unanimously approved by the Citrix board and was pending Citrix shareholder approval and regulatory clearances, with closing targeted for mid-year 2022; the transaction was described as not subject to a financing condition. Qatalyst Partners served as the financial advisor to Citrix. On the buy side, the release names a large syndicate of banks serving as financial advisors to Vista and Evergreen: "BofA Securities, Barclays, Citi, Credit Suisse, Goldman Sachs & Co. LLC, Lazard and Mizuho Securities USA LLC, are serving as financial advisors to Vista and Evergreen," placing Barclays among several co-advisors to the sponsor consortium rather than in a lead role. Legal counsel to Citrix was provided by Goodwin Procter LLP. Kirkland & Ellis LLP acted as legal counsel for Vista and TIBCO, while Gibson, Dunn & Crutcher LLP and Debevoise & Plimpton LLP acted as legal counsel for Evergreen. Elliott and its affiliates, which held approximately a 12 percent interest in Citrix through common stock and derivatives, entered into a voting agreement committing to vote in favor of the transaction. Upon completion, Citrix shares were to be delisted from Nasdaq and the company was to become private, continuing to operate under the Citrix name and headquartered in Fort Lauderdale, Florida. Not disclosed in this exhibit: the specific allocation of advisory roles or fees among the six named banks advising Vista and Evergreen, the financing structure (debt versus sponsor equity) behind the 16.5 billion dollar price, and the actual closing date, since only a "mid-year" expectation is given.

Clearwater Analytics Holdings, Inc. (NYSE: CWAN), a technology sector company providing a cloud-native investment accounting and analytics platform, agreed on December 20, 2025 to be acquired by GT Silver BidCo, Inc., an entity formed by an investor group led by Permira Advisers LLC and Warburg Pincus LLC, with participation from Temasek Holdings (Private) Limited and support from Francisco Partners Management, L.P. The transaction was structured as a merger of GT Silver Merger Sub, Inc., a wholly owned subsidiary of Parent, with and into Clearwater, with Clearwater surviving as a wholly owned subsidiary of Parent. The deal closed on June 25, 2026, and Clearwater's Class A common stock was delisted from the NYSE and deregistered under the Exchange Act. Under the terms of the merger agreement, Clearwater stockholders received $24.55 per share in cash, without interest, for each share of Class A common stock. The press release announcing the deal described the transaction as valued at approximately $8.4 billion. The per-share price represented a premium of approximately 47 percent (47.1 percent per the proxy statement) over Clearwater's undisturbed closing share price of $16.69 on November 10, 2025, the last trading day before media reports of a potential transaction surfaced, and a premium of approximately 15.3 percent over the $21.29 closing price on December 15, 2025, the day before the deal terms were finalized. At closing, the total cash consideration payable to Clearwater's equityholders was approximately $7.4 billion, funded through approximately $5.7 billion of equity commitments from funds affiliated with Permira, Warburg Pincus, Francisco Partners and Temasek, and approximately $2.7 billion of debt financing. The acquisition financing was arranged through a new credit agreement entered into substantially concurrently with closing among Parent (as guarantor), Merger Sub (as initial borrower) and Clearwater (as borrower), with Goldman Sachs Private Credit Corp. as administrative agent. The new facilities consist of a senior secured term loan of $2,700,000,000, a senior secured delayed draw term loan of $500,000,000, and a senior secured revolving credit facility of $325,000,000, guaranteed by Parent and certain domestic subsidiaries and secured by substantially all assets of the borrower and guarantors. Proceeds were used in part to repay in full and terminate all commitments under Clearwater's prior credit agreement, dated April 21, 2025, with JPMorgan Chase Bank, N.A. as administrative agent. Private Credit at Goldman Sachs Alternatives is described in the companies' press releases as having provided 100 percent committed debt financing to the investor group. According to the proxy statement's Background of the Merger section, the transaction originated from informal discussions in August 2025 between Clearwater's CEO Sandeep Sahai and Permira/Warburg Pincus board designees about a potential take-private, following a decline in Clearwater's stock price after its August 2025 earnings release. On October 23, 2025, Warburg Pincus and Permira submitted a non-binding proposal to acquire all shares at $24.50 per share in cash, representing an approximately 29 percent premium to the prior day's closing price. The Board formed a Transaction Committee, and later a Special Committee comprised solely of independent and disinterested directors, which engaged J.P. Morgan as financial advisor to the Company and PJT Partners as financial advisor to the Special Committee, with Kirkland & Ellis LLP as the Company's legal counsel and Cravath, Swaine & Moore LLP as the Special Committee's legal counsel. A rival financial sponsor, referred to in the proxy as Sponsor Party A, submitted a competing non-binding proposal on December 14, 2025 in the range of $20.00 to $22.00 per share, which the Special Committee determined was not competitive. The Permira/Warburg Pincus consortium raised its offer through several rounds, including a December 14, 2025 proposal of $24.25 per share and a December 15, 2025 proposal of $24.35 per share, before the Special Committee countered at $25.75 per share; the parties ultimately agreed to $24.55 per share on December 16, 2025, alongside a five-day exclusivity period and go-shop terms. PJT Partners rendered a fairness opinion to the Special Committee, and J.P. Morgan rendered a fairness opinion to the Board, both dated December 20, 2025, that the merger consideration was fair to Clearwater stockholders from a financial point of view. The merger agreement included a go-shop period running through January 23, 2026 (with a potential extension to February 2, 2026 for certain parties), during which Clearwater could solicit alternative acquisition proposals; the proxy does not disclose that any superior proposal emerged from this process. The agreement provided for a termination fee payable by Clearwater of $111,670,000 if triggered during the go-shop or go-shop extension period, or $241,950,000 if triggered under other specified circumstances, and a reverse termination fee payable by Parent of $521,130,000 if Parent breached its obligations or failed to consummate the merger when required. The outside date for termination (absent extension) was September 20, 2026. CEO Sandeep Sahai stated that the transaction represents a great outcome for Clearwater Analytics and our stockholders and positions us well for our next chapter of growth, citing plans to integrate the platforms to deliver a next-generation front-to-back solution that natively addresses alternative assets following the company's acquisitions of Enfusion, Beacon Platform and Bistro. Permira's Andrew Young said the firm is excited to leverage our deep financial technology expertise and partner with Permira and the CWAN team to drive the next wave of innovation and growth, and at closing Sahai said going private would let Clearwater accelerate investment in its AI roadmap and next-generation platform capabilities and build its Gen AI agentic platform. Clearwater's stockholders approved the merger agreement at a special meeting held May 6, 2026, with approximately 70.6 percent of outstanding shares represented at the meeting; the merger agreement proposal received both the required majority of total voting power (205,143,338 votes for) and the required majority of disinterested stockholder votes (200,228,312 votes for). The merger closed on June 25, 2026. In connection with closing, Clearwater's certificate of incorporation and bylaws were amended and restated, a new board was installed (retaining only CEO Sandeep Sahai among prior directors, joined by Parent-appointed directors Peter Flynn, Thomas Lafrance and Jim Cox), and the company's 2021 Omnibus Incentive Plan, Enfusion 2021 Stock Option and Incentive Plan, and 2021 Employee Stock Purchase Plan were terminated. Outstanding equity awards were canceled in exchange for cash based on the $24.55 merger consideration. The transaction value and consideration mix (100 percent cash) are now fully disclosed; however, the source filings do not disclose a specific EV/EBITDA, EV/revenue, or other valuation multiple for the deal, nor do they disclose any quantified cost synergy target or expected EPS/earnings impact for the (now private) combined platform, since Clearwater is a going-private acquisition by financial sponsors rather than a merger of operating companies with a public pro forma entity.

Cloudera, the Nasdaq-listed enterprise data cloud company, entered into a definitive agreement to be acquired by private equity sponsors Clayton, Dubilier & Rice (CD&R) and KKR in an all-cash take-private transaction valued at approximately $5.3 billion. Cloudera stockholders were to receive $16.00 per share in cash, a premium the release described as 24% over the prior closing price and 30% over the 30-day volume-weighted average price. The deal is sourced from Cloudera's own 8-K press release exhibit, filed June 1, 2021, announcing the signed definitive agreement. Entities related to the Icahn Group, holding roughly 18% of Cloudera's shares, had separately entered into a voting agreement supporting the transaction. Perella Weinberg Partners LP was one of five financial advisors serving the acquirer consortium, per the release: "GCA Advisors, LLC, BofA Securities, William Blair & Company, L.L.C., Perella Weinberg Partners LP, Cowen and J.P. Morgan are serving as financial advisors and Kirkland & Ellis, LLP and Debevoise & Plimpton LLP are serving as legal advisor to CD&R and KKR." GCA Advisors, LLC served as exclusive financial advisor to Cloudera, the target, on the other side of the table. Latham & Watkins, LLP served as legal advisor to Cloudera. Kirkland & Ellis, LLP and Debevoise & Plimpton LLP served as legal advisors to CD&R and KKR jointly. The release also noted that J.P. Morgan, Bank of America, and KKR Capital Markets had committed to providing debt financing for the transaction, indicating some of the named financial advisors likely also held financing roles alongside M&A advisory. The transaction was expected to close in the second half of 2021, subject to stockholder and regulatory approvals. Not disclosed in the reviewed excerpt: the specific scope or lead status of Perella Weinberg's role relative to the other four acquirer-side advisors, any success-fee or engagement-letter detail, and the ultimate closing date of the transaction.

Skillsoft Corp. (NYSE: SKIL), a global provider of corporate digital learning, announced that it had completed its acquisition of Codecademy, a leading online learning platform for technical skills such as coding languages, cloud, cybersecurity and data science. The release frames the deal as part of Skillsoft's growth strategy, expected to be immediately accretive to the company's bookings, revenue growth and gross margins, and as significantly expanding Skillsoft's capabilities in the technology and developer learning segment. No dollar purchase price is disclosed anywhere in this filing. This record is sourced from an 8-K exhibit (Exhibit 99.1) filed by Skillsoft Corp. with the SEC on April 5, 2022, containing the company's press release. The filing describes the transaction as already completed as of the announcement date, with Codecademy's founder and CEO, Zach Sims, joining Skillsoft's executive leadership team. Barclays served as Skillsoft's financial advisor on the acquisition, with the release stating plainly: "Barclays served as the exclusive financial advisor to Skillsoft." Citigroup served in a separate, narrower capacity as capital markets advisor to Skillsoft on the same transaction. No financial advisor to Codecademy (the seller) is named in this release. On the legal side, Weil, Gotshal & Manges LLP served as legal counsel to Skillsoft. No legal advisor to Codecademy is disclosed. Beyond the advisor disclosures, the release provides limited transaction structure detail: it describes the deal as already closed, creating a combined learner community of more than 90 million, and expected to let Skillsoft begin offering an integrated enterprise solution to customers "in the coming weeks." No information is given about cash versus stock consideration, deal value, or financing sources. Not disclosed in this exhibit: the purchase price or any valuation multiple for the Codecademy acquisition, the consideration mix (cash, stock, or earnout), any legal or financial advisor representing Codecademy, and a specific closing date beyond the implicit statement that the transaction had already closed as of the April 5, 2022 announcement.

This transaction is a stock-for-stock merger in which CoreWeave, Inc., trading under the ticker CRWV, is acquiring Core Scientific, Inc. The deal is classified within the technology sector, and the disclosed value of the transaction is not stated in the source document. The transaction is sourced from an SEC EDGAR Form S-4 filing published on September 25, 2025. Based on the facts provided, the deal's status is pending regulatory approval. On the financial advisory side, PJT Partners LP served as financial advisor to Core Scientific, the target, and is identified as the lead advisor in this transaction. The source material is drawn from a consent letter referencing the inclusion of PJT Partners's opinion letter, cited under the headings "Summary, Opinions of Core Scientific's Financial Advisors" and "The Merger, Opinions of Core Scientific's Financial Advisors, Opinion of PJT Partners," confirming that PJT Partners rendered a fairness opinion to Core Scientific in connection with the merger. No financial advisor to CoreWeave, the acquirer, is identified in the facts provided. No legal advisor is identified for either party in the facts provided for this transaction. Beyond confirming that the transaction is structured as a stock-for-stock merger, no further detail on the specific exchange ratio or other terms of the stock consideration is included in the facts available. Several elements of this deal remain undisclosed. The deal value is explicitly noted as not stated in the source document, and no legal advisor to either Core Scientific or CoreWeave is identified. The heading referenced in the source material notes "Opinions of Core Scientific's Financial Advisors" in the plural, suggesting more than one advisor to Core Scientific may be involved, but only PJT Partners is named in the facts available, and no financial advisor to CoreWeave, the exchange ratio, or an expected closing date is provided.

CoreWeave, Inc., a technology sector company trading under ticker CRWV, is the issuer in a leveraged finance transaction consisting of a delayed draw term loan facility with a disclosed size of $2.6 billion. This is a credit product within the leveraged finance space, structured specifically as a delayed draw facility, which allows the borrower to draw funds at specified future dates rather than upon initial closing. The transaction was announced and sourced from SEC filings published on the SEC EDGAR platform on two dates: May 18, 2026 and August 10, 2026. The specific SEC form type is not disclosed in the available information. The deal is currently in announced status, indicating that terms have been made public but the facility has not yet closed. The financing was arranged by four joint lead arrangers and bookrunners. Morgan Stanley and Mitsubishi UFJ Financial Group served jointly as lead arrangers and bookrunners advising the issuer side of the transaction. On the lender side, JPMorgan and Mitsubishi UFJ Financial Group served as joint lead arrangers and bookrunners. Notably, Mitsubishi UFJ Financial Group appears in both a joint lead arranger and bookrunner capacity across both the issuer and lender relationships, indicating its prominent role in structuring and distributing the facility. No other financial advisors are identified in the available documentation. No legal advisors have been identified or disclosed in the sourced materials. The facility is structured as a delayed draw term loan, meaning the borrower has committed access to $2.6 billion that will be drawn over time according to the terms of the credit agreement rather than in a single advance at closing. Beyond the facility type and aggregate size, no other structural details have been disclosed regarding the delayed draw mechanics, including the specific draw schedule, pricing, tenor, financial covenants, or other material terms. The following key deal terms and details remain undisclosed: the specific interest rate or pricing grid, the tenor or maturity date of the facility, the expected closing date, detailed draw conditions or schedule mechanics, financial covenant packages, prepayment terms, and the identity of the administrative agent or other arranger roles. The specific form type of the SEC filings has also not been identified from the available source materials.

This transaction is a cash and stock acquisition in which Palo Alto Networks Inc (ticker PANW), a tech sector company, is acquiring CyberArk. The deal is classified under the M&A product group and carries a disclosed value of $25,000,000,000. The transaction is currently in pending regulatory status. This summary is sourced from an SEC EDGAR Form 6-K filed and published on July 30, 2025. On the financial advisory side, J.P. Morgan Securities LLC is acting as financial advisor to Palo Alto Networks, the acquirer, in a lead role. Qatalyst Partners is acting as financial advisor to CyberArk, the target, also in a lead capacity. Legal and regulatory counsel involved multiple firms on each side. For Palo Alto Networks, Wachtell, Lipton, Rosen & Katz is acting as legal counsel, with Arnold & Porter Kaye Scholer LLP acting separately as regulatory counsel. For CyberArk, Latham & Watkins LLP and Meitar Law Offices are both acting as legal counsel, the latter likely reflecting CyberArk's Israeli nexus. Beyond confirming the transaction is structured as a cash and stock acquisition with a disclosed aggregate value of $25,000,000,000, the facts block does not specify the precise cash-to-stock ratio, the exchange ratio for the stock component, or any other deal-specific structural terms. Several material facts are not disclosed in the available record. No expected closing date is given. The specific split between cash and stock consideration is not disclosed beyond the general subtype characterization. No detail is provided on what regulatory approvals remain outstanding, notable given that Arnold & Porter Kaye Scholer LLP's role is specifically regulatory counsel, suggesting antitrust or other regulatory review is a live consideration.

Digimarc Corporation, an Oregon-incorporated technology company trading under ticker DMRC, completed a holding company reorganization on May 15, 2026, converting its public corporate structure into a new parent holding company, Digimarc Parent, Inc. (formerly named Deschutes Parent, Inc., and subsequently renamed Digimarc Corporation following the transaction). The reorganization was effected pursuant to an Agreement and Plan of Reorganization, including an Agreement and Plan of Merger, dated March 12, 2026, among Digimarc Corporation, Holdings, and a newly formed merger subsidiary, Deschutes Merger Sub, Inc. Under the structure, Merger Sub merged with and into Digimarc, with Digimarc surviving as a wholly owned subsidiary of Holdings, and Digimarc was then immediately converted into an Oregon limited liability company (Digimarc LLC). The stated purpose of the reorganization, as disclosed in the combined proxy statement/prospectus (DEF 14A, filed March 24, 2026), was to enable Holdings to realize expected substantial cash savings primarily through the institution of a new "Long-Term Equity Incentive" program for key management and executive employees, paid in the form of profits-interest-like "Equity Units" in Digimarc LLC rather than traditional restricted stock, RSUs, or PRSUs. The filing states that "Holdings expects to realize substantial cash savings when compared to Digimarc's current share-based incentive plan because (a) awards under the Long-Term Equity Incentive will not require cash tax withholding...and (b) employer taxes with respect to such key employees will not be due on awards under the Long-Term Equity Incentive." The Digimarc Board stated it believed the structure would also reduce share dilution to Holdings shareholders (because grantees may realize more after-tax value per unit than under a share-based plan, requiring fewer units to be granted), strengthen pay-for-performance alignment, and support recruitment and retention of technical and commercial talent in a competitive labor market. The specific dollar amount of expected cash savings was not quantified in the filing. The transaction was structured as a tax-free reorganization for shareholders: each outstanding share of Digimarc common stock was exchanged on a one-for-one basis for a share of Holdings common stock, and each share of Digimarc preferred stock (10,000 shares of Redeemable Nonvoting Preferred Stock were outstanding) was exchanged one-for-one for Holdings preferred stock. Outstanding stock options, restricted stock, RSUs, and PRSUs were all assumed by Holdings and converted into equivalent awards over Holdings common stock on materially the same terms. The proxy states shareholders would experience no dilution of their ownership position and no change in voting power or shareholder rights as a result of the exchange itself. In the opinion of Perkins Coie LLP, tax counsel to Holdings, "the Reorganization should constitute a 'reorganization' within the meaning of Section 368(a)(1)(F) of the Code for U.S. federal income tax purposes," such that shareholders should recognize no gain or loss on the share exchange. No cash consideration, exchange premium, enterprise value, or valuation multiple was associated with this transaction because it was a corporate restructuring among a company and its own newly formed, wholly owned subsidiaries, not an arm's-length acquisition; the proxy confirms the consolidated assets, liabilities and shareholders' equity of Holdings immediately following the reorganization were identical to those of Digimarc immediately prior, and no financial advisor or fairness opinion was engaged or disclosed in connection with the transaction. The reorganization was approved by Digimarc shareholders at the company's 2026 Annual Meeting held April 30, 2026, where the reorganization proposal received 15,133,305 votes in favor, 188,478 against, 105,252 abstentions and 3,806,476 broker non-votes, out of 19,233,511 shares represented (87% of shares outstanding). The agreement contained no breakup or termination fee; it permitted either the Digimarc board to abandon the reorganization at any time before filing articles of merger with the Oregon Secretary of State, or to defer consummation, if the board determined doing so would be advisable and in shareholders' best interests. Closing was also conditioned on Nasdaq treating the listing of Holdings common stock as a substitution listing event (or otherwise approving it for listing). The reorganization closed on May 15, 2026, as confirmed in a Form 8-K filed May 18, 2026 reporting completion under Items 2.01, 3.03, 5.01, 5.02 and 8.01. Holdings common stock continued trading on Nasdaq under the ticker "DMRC" without interruption, with the entity name on Nasdaq changing to "Digimarc Parent, Inc." effective May 19, 2026 (later renamed "Digimarc Corporation") and a new CUSIP (25382K100). Holdings became the successor issuer under SEC Rule 12g-3(a), assuming reporting obligations under CIK No. 0002119322, while the original operating company (now Digimarc LLC, under former CIK 0001438231) filed a Form 15-12G to deregister its common stock. The directors and executive officers of Digimarc immediately prior to the reorganization, including CEO Riley McCormack and CFO Charles Beck, continued in the same roles at Holdings.

Digimarc Corp, trading under ticker DMRC and operating in the technology sector, is the subject of a reorganization transaction. This deal falls within the mergers and acquisitions product group and is classified as a reorganization subtype. The transaction is currently in pending regulatory status, meaning that while the deal has been announced or filed, it has not yet received all necessary regulatory clearances. The disclosed value of the transaction has not been stated in the available source documents. The information regarding this transaction is sourced from an SEC EDGAR filing that was published on May 18, 2026. While the specific SEC form type has not been identified in the available documentation, the filing represents the primary public disclosure of the deal's details and status. Given the pending regulatory status, the transaction remains subject to regulatory review and approval processes before it can proceed to closing. No financial advisors have been extracted or identified as having been engaged on this transaction based on the available source documents. This represents an unusual situation in the investment banking market, as reorganization transactions of this nature typically involve financial advisory support. However, either no advisors have been formally announced, or their roles were not disclosed in the specific SEC filing reviewed for this briefing. No legal advisors have been identified in the source materials reviewed. Similar to the absence of financial advisors, this may reflect the stage of public disclosure or the manner in which the transaction was structured and announced, though reorganization transactions typically engage legal counsel on both sides of the transaction. Specific details regarding the deal structure and transaction terms have not been disclosed or are not available in the reviewed documents. This includes information about the consideration mix, the precise reorganization mechanism, or any other structural details that would typically characterize how the reorganization will be executed. Multiple material details remain undisclosed or unknown at this stage. The deal value or consideration amount has not been stated in any source document reviewed. No expected closing or completion date has been provided. The specific identities of all parties involved beyond Digimarc Corp have not been extracted. The precise legal structure of the reorganization, the form of consideration to be paid or exchanged, and the anticipated tax treatment of the transaction have all gone unstated. Additionally, no information is available regarding the regulatory bodies overseeing this transaction or the specific regulatory approvals that remain pending. These gaps represent significant unknowns that would typically be clarified before a transaction reaches the stages of advanced discussions or public disclosure.

This transaction is a cash acquisition in which Nielsen is acquiring DoubleVerify Holdings, Inc. (ticker DV), a tech sector company. The deal falls under the M&A product group and carries a disclosed value of $2,150,000,000. The transaction is currently in pending regulatory status. The facts in this briefing are sourced from an SEC EDGAR Form 8-K filed and published on August 6, 2026. On the financial advisory side, PJT Partners LP is serving as the exclusive financial advisor to DoubleVerify, the target, in a lead capacity. Barclays is serving as financial advisor to Nielsen, the acquirer, in a non-lead capacity relative to PJT's exclusive designation. Legal counsel is split across three firms. Paul Hastings LLP is serving as legal advisor to DoubleVerify, the target, alongside PJT Partners' financial advisory role. Gibson, Dunn & Crutcher LLP is serving as legal advisor to Nielsen, the acquirer. Separately, Davis Polk & Wardwell LLP is serving as legal advisor to Providence, a party referenced in the facts block distinct from DoubleVerify and Nielsen, though its specific relationship to the transaction structure is not further elaborated. The facts block confirms this is a cash acquisition with a disclosed value of $2,150,000,000, but provides no further detail on the per-share price, financing sources for Nielsen, or the specific role Providence plays in the transaction beyond having its own named legal counsel. Several material facts remain undisclosed. No expected closing date is given. The per-share purchase price is not specified beyond the aggregate disclosed value, and Providence's precise role in the transaction, despite having legal counsel named, is not clarified in the available facts.

Duos Technologies Group, Inc., a Florida-incorporated technology sector company trading on the Nasdaq Capital Market under the ticker DUOT, amended its existing at-the-market (ATM) common stock sales agreement with Ascendiant Capital Markets, LLC twice in the spring of 2025 to expand the amount of common stock it may sell through the program. The original At-The-Market Issuance Sales Agreement with Ascendiant dated May 17, 2024 authorized sales of up to $7,500,000 of common stock. A First Amendment, entered into on April 14, 2025 and disclosed in an 8-K filed April 15, 2025, increased the capacity by $8,850,000, bringing total program capacity to $16,350,000; a corresponding prospectus supplement for the $8,850,000 increment was filed the same day, April 14, 2025 (424B5). A Second Amendment, entered into on May 27, 2025 and disclosed in an 8-K filed May 29, 2025, then increased the amount of placement shares available under the agreement by $10,500,000, and the company filed a supplement to the April 14 prospectus supplement on May 28, 2025 covering that $10,500,000 tranche. The offering is structured as an at-the-market program under Rule 415(a)(4), meaning shares are sold incrementally over time through Ascendiant acting as sales agent or principal, rather than in a single priced offering; there is accordingly no single IPO-style "pricing" event, gross proceeds figure, or settlement date for the program as a whole. Ascendiant's compensation is up to 3% of gross proceeds on shares sold under the agreement, and Ascendiant is deemed an "underwriter" under the Securities Act for purposes of that compensation, which is treated as an underwriting discount. The company is not obligated to sell any set number of shares, and sales are made at then-prevailing market prices at times and in amounts the company determines in its discretion. The company disclosed actual utilization of the program in its quarterly reports. During the three months ended March 31, 2025 (prior to either amendment, drawing on the original $7,500,000 tranche), Duos issued 633,683 shares of common stock at a weighted-average price of $6.24 per share through the ATM program, generating gross proceeds of $3,954,940, incurring issuance costs of $137,851, and yielding net proceeds of $3,817,089. During the three months ended June 30, 2025 (following both amendments), the company issued 238,145 shares at a weighted-average price of $7.71 per share, generating gross proceeds of $1,835,874, issuance costs of $55,216, and net proceeds of $1,780,658. The company stated that Q1 2025 ATM gross proceeds were a primary driver of cash provided by financing activities that quarter, partly offset by $1,000,000 in principal repayments on secured promissory notes held by 21 April Fund LP and 21 April Fund Ltd.; those notes had previously required proceeds from the ATM facility to be swept into a blocked account to repay the notes, though the lenders waived that requirement in November 2024, allowing proceeds to be used for general corporate purposes (with amounts still required to be deposited to the blocked account by December 1, 2025). Both prospectus supplements state that net proceeds are intended for general corporate purposes, including working capital, with no minimum offering amount and broad management discretion over use; no acquisition-specific or debt-retirement-specific use of proceeds is designated for either amendment's incremental capacity. Each prospectus supplement also disclosed illustrative dilution. For the April 14, 2025 supplement, based on a December 31, 2024 net tangible book value of $2,440,724 ($0.27 per share) on 8,921,252 shares outstanding, an assumed sale of the full $8,850,000 at $4.69 per share (the last reported sale price on April 11, 2025) would produce pro forma net tangible book value of $10,808,246, or $1.01 per share, a $0.74 per share increase for existing holders and $3.68 per share of immediate dilution to new investors. For the May 28, 2025 supplement, based on a March 31, 2025 net tangible book value of negative $4,360,716 (negative $0.37 per share) on 11,653,905 shares outstanding, an assumed sale of the full $10,500,000 at $8.46 per share (the last reported sale price on May 23, 2025) would produce pro forma net tangible book value of $5,479,284, or $0.42 per share, a $0.79 per share increase for existing holders and $8.04 per share of immediate dilution to new investors. No over-allotment or greenshoe option applies, as is typical for ATM programs; there is no fixed offering size subject to exercise, only the aggregate dollar capacity under the Sales Agreement as amended. Legal counsel to the company was Shutts & Bowen LLP, which delivered opinions as to the validity of the shares issuable under the Sales Agreement (filed as Exhibit 5.1 to both the April 15 and May 29, 2025 8-Ks). Ascendiant Capital Markets was separately represented in connection with the offering by Clyde Snow & Sessions, P.C. of Salt Lake City, Utah, as disclosed in the Legal Matters section of the April 14, 2025 prospectus supplement. The ATM program remains an ongoing, non-firm-commitment facility rather than a completed, discrete transaction; no closing 8-K or final tally of total shares and proceeds raised under the amended capacity has been identified. The deal remains in announced status based on the filings reviewed.

EMCORE Corporation (Nasdaq: EMKR), a Budd Lake, New Jersey-based provider of inertial navigation products for the aerospace and defense markets, agreed to be acquired by Velocity One Holdings, LP, a newly formed aerospace manufacturing holding company backed by private investment firm Charlesbank Capital Partners. The transaction was announced on November 8, 2024 via a Form 8-K (reporting a Merger Agreement dated November 7, 2024) and a joint press release, and the deal subsequently closed on February 28, 2025. Under the terms of the Agreement and Plan of Merger, each outstanding share of EMCORE common stock (other than excluded and dissenting shares) was converted into the right to receive $3.10 per share in cash, without interest. EMCORE described Velocity One as combining three aerospace and defense manufacturing businesses under one platform: EMCORE, Cartridge Actuated Devices, Inc. (a 50-year veteran designer and manufacturer of energetic devices), and Aerosphere Power, a manufacturer of power system solutions for commercial and military aerospace, military ground vehicles, and UAV applications. John Borduin, CEO of Velocity One, said: "We are excited to bring our playbook to EMCORE, as well as decades of experience operating aerospace and defense manufacturing and engineering businesses and optimizing their efficiency and profitability. EMCORE has excellent technology and offers a large product portfolio." Brandon White, Managing Director at Charlesbank, said the companies saw "a tremendous opportunity to bring together three leading aerospace manufacturing businesses to create a compelling new player in the market." EMCORE CEO Matt Vargas said the merger "underscores our commitment to our domestic and international customer base, including strengthening relationships with and generating synergies across a range of high-priority U.S. and NATO defense programs and industrial partners served by all three companies." According to EMCORE's definitive merger proxy statement (DEFM14A), the $3.10 per share Merger Consideration represented a premium of 41.6% over EMCORE's $2.19 closing stock price on November 6, 2024 (the day before the Board approved the deal), 54.2% over the closing price one week prior, 26.5% over the closing price one month prior, 226.3% over the closing price three months prior, and 156.8% over the 90-calendar-day volume-weighted average price ending September 27, 2024. The deal followed a competitive process: Mobix Labs, Inc. had publicly disclosed a non-binding proposal to acquire EMCORE for $3.80 per share in cash, and earlier (August-September 2024) had submitted letters of intent indicating a $43.0 million aggregate purchase price (approximately $3.38 per share, subject to adjustment). The EMCORE Board, advised by Craig-Hallum Capital Group LLC, ultimately favored the Velocity One/Charlesbank transaction over the higher nominal Mobix bid, citing greater closing certainty because the Guarantor (Charlesbank) and Parent had entered into an equity commitment letter covering the full Aggregate Merger Consideration, whereas Mobix "did not provide sufficient evidence of its ability to finance" its proposal and sought to cap its own breach damages at a $1.5 million reverse termination fee. The Board also noted that Parent had represented the $3.10 price was the maximum it was willing to pay, following arm's-length negotiations. Craig-Hallum rendered a fairness opinion to the EMCORE Board (dated November 7, 2024) that the Merger Consideration was fair, from a financial point of view, to the unaffiliated shareholders. In its comparable public company analysis, benchmarked against AmpliTech Group, KVH Industries, One Stop Systems, Peraso, and Pixelworks, Craig-Hallum derived implied enterprise value reference ranges of $8.0 million to $105.6 million (0.1x-1.2x CY2024E revenue), $8.7 million to $79.9 million (0.1x-0.9x CY2025E revenue), and $7.0 million to $16.6 million (1.4x-3.4x CY2025E adjusted EBITDA), translating to implied per-share value ranges of roughly $0.99-$9.46, $1.07-$7.30, and $0.90-$1.85, respectively. Its discounted cash flow analysis implied enterprise values of $20.5 million to $36.8 million (terminal revenue method, $2.43-$3.97 per share) and $13.9 million to $25.2 million (terminal EBITDA method, $1.78-$3.00 per share). The proxy does not disclose a single specific implied multiple for the actual $3.10 transaction price itself, nor a total aggregate equity or enterprise value for the deal. The transaction was financed through an equity commitment from Charlesbank Equity Fund X, Limited Partnership (the "Guarantor"), which committed to invest or cause to be invested in the equity capital of Parent an aggregate cash amount of up to $37.0 million, solely for the purpose of funding the Merger and other transactions contemplated by the Merger Agreement, including the Merger Consideration, pursuant to an equity commitment letter dated November 7, 2024. No separate debt financing for the acquirer is described in the materials reviewed. The Merger Agreement provided for termination fees: EMCORE would owe Parent a $1.5 million termination fee under specified circumstances (including a change in the Board's recommendation or breach of non-solicitation covenants), while Parent would owe EMCORE a $2.0 million termination fee under specified circumstances (including Parent's breach or failure to close), subject to an aggregate maximum cap referenced in the agreement. On the legal advisory side, Pillsbury Winthrop Shaw Pittman LLP served as legal counsel to EMCORE, and Foley & Lardner LLP served as legal counsel to Velocity One/Parent. On the financial advisory side, Craig-Hallum Capital Group LLC acted as exclusive financial advisor to EMCORE and rendered the fairness opinion, while Skyway Capital Markets, LLC and Launch Point Partners LLC acted as buy-side financial advisors to Velocity One. Alliance Advisors, LLC served as EMCORE's proxy solicitor for the special meeting. EMCORE shareholders approved the Merger Agreement proposal at a virtual special meeting held February 27, 2025, as reported in a Form 8-K filed that same day disclosing the vote results. The Merger closed the next day, February 28, 2025: Merger Sub merged with and into EMCORE, with EMCORE continuing as the surviving corporation and becoming an indirect wholly owned subsidiary of Velocity One Holdings, LP. Outstanding EMCORE restricted stock units and performance-vesting awards were cancelled and converted into lump-sum cash payments based on the $3.10 Merger Consideration (performance awards vesting at 100% of target); there were no outstanding stock options at closing. EMCORE's common stock was suspended from trading and delisted from Nasdaq, and the company's certificate of incorporation and bylaws were amended and restated in connection with the closing. Directors Matthew Vargas, Cletus C. Glasener, Bruce E. Grooms, Jeffrey J. Roncka, and David Rodgers departed the Board as a result of the Merger's completion, not due to any disagreement with the company.

Analog Devices, Inc. (NASDAQ: ADI) agreed to acquire Empower Semiconductor, Inc., a privately held Silicon Valley-based provider of integrated voltage regulators and power management solutions, in an all-cash transaction valued at $1.5 billion. The deal was announced on May 19, 2026 in a press release filed as Exhibit 99.1 to a Form 8-K, and the transaction has since closed. Under the terms of the agreement, which was approved by the boards of directors of both companies, ADI paid Empower's stockholders $1.5 billion entirely in cash; no stock consideration was used and no exchange ratio applies. The press release and subsequent SEC filings do not disclose Empower's revenue, EBITDA, or other historical financial metrics, so no EV/EBITDA, P/E, or similar valuation multiple can be calculated from the public record. Empower is a venture-backed, privately held company (it had filed a Form D exempt securities notice in 2021) and does not report financials publicly. ADI framed the acquisition as addressing a core bottleneck in AI infrastructure. Vincent Roche, ADI's CEO and Chair, said "AI infrastructure is fundamentally reshaping how power must be delivered, with energy now the most persistent constraint to scaling next-generation systems. ADI already delivers some of the highest-performance power management solutions in the industry, and with Empower we are further expanding our portfolio to help customers rearchitect their power systems and achieve the compute densities next-generation AI demands." Empower CEO Tim Phillips said "Empower was founded to solve the hardest problem in AI power delivery - the power bottleneck that is limiting AI throughput... The combination of ADI's power management platform, scale and operational excellence, along with the system level benefits our merger enables, will accelerate our adoption with customers." The companies said the deal expands ADI's addressable market in AI compute power delivery through Empower's Integrated Voltage Regulator (IVR) and silicon capacitor technology, which enable power conversion closer to the processor to shorten the power delivery path. The release noted Empower's silicon capacitors are already in production and that its IVR programs are advancing in collaboration with hyperscalers and AI silicon providers. Following closing, Tim Phillips continued leading IVR technology efforts as part of ADI. The filings do not disclose any financing structure beyond the all-cash purchase price (no bridge loan or new deal-specific debt instrument tied to the acquisition was identified in ADI's SEC filings), nor do they disclose any cost or revenue synergy targets, phase-in timeline, or one-time costs to achieve synergies, nor any EPS accretion/dilution guidance. ADI's financial statements note the acquisition's revenue and earnings were immaterial to its consolidated results, consistent with no synergy or accretion figures being disclosed. ADI's Form 10-Q for the fiscal quarter ended August 1, 2026 confirms the transaction closed: "On July 7, 2026, the Company completed the acquisition of all of the voting interests of Empower Semiconductor, Inc. (Empower)... for approximately $1.5 billion." The 10-Q discloses that the acquisition was accounted for as a business combination, with a preliminary purchase price allocation recognizing approximately $1.0 billion of goodwill, $0.6 billion of intangible assets (primarily technology-based), and $0.1 billion of deferred tax liabilities. None of the goodwill is expected to be deductible for tax purposes. ADI recognized approximately $23.4 million of transaction-related costs (legal, accounting and other fees) expensed during the third quarter of fiscal 2026, within selling, marketing, general and administrative expenses. The purchase accounting remains preliminary and subject to adjustment as ADI completes its valuation of acquired assets and assumed liabilities, with completion expected within one year of the acquisition date. At announcement, the transaction was expected to close in the second half of calendar 2026, subject to customary closing conditions and expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. No termination fee was disclosed in the press release. Based on ADI's 10-Q, the deal in fact closed on July 7, 2026, ahead of that expected window. No merger agreement, investor presentation, or proxy statement was identified as having been separately filed with the SEC for this transaction (consistent with Empower being a private company acquired for cash, which does not require a proxy statement or registration statement); the terms described above are based on the press release and ADI's subsequent periodic reports.

This transaction is a cash and stock acquisition in which Clearwater Analytics Holdings, Inc., a tech sector company, is acquiring Enfusion, Inc. The deal falls under the M&A product group, and the disclosed value is not stated in the source document. The facts in this summary are sourced from an SEC EDGAR Form S-4 filed and published on February 11, 2025. The transaction's current status is pending regulatory review. Only one financial advisor is identified in the facts block: Goldman Sachs & Co. LLC served as financial advisor to the target, Enfusion, in a lead capacity, specifically advising the special committee. The source sentence notes consent language referencing Goldman Sachs & Co. LLC's opinion letter under the captions concerning the opinion of the special committee's financial advisor, indicating Goldman Sachs' engagement was tied to a special committee process at Enfusion rather than a general advisory mandate. No legal advisors are identified in the facts block for either Enfusion or Clearwater Analytics. The facts block characterizes this as a cash and stock acquisition, but provides no further detail on the specific mix or ratio of cash to stock consideration, the exchange ratio for any stock component, or other structural terms of the merger agreement. Several material facts remain undisclosed. The transaction's dollar value is explicitly stated as not disclosed in the source document. No legal advisors are named for either party. No expected closing date is given, and the precise cash and stock consideration split is not specified beyond the general characterization of the subtype.

Bending Spoons is acquiring Eventbrite, Inc., a technology sector company, in a merger transaction valued at $500 million in disclosed consideration. This is a merger and acquisition in the technology sector where Bending Spoons, the acquirer, is purchasing Eventbrite, the target company. This transaction is sourced from an SEC EDGAR filing of unknown form type, published on December 2, 2025. The deal is currently pending regulatory approval and has not yet closed. On the target side, Eventbrite is being advised by two legal counsel teams and one financial advisor. Skadden, Arps, Slate, Meagher & Flom LLP is serving as lead legal advisor to Eventbrite, while Allen & Company LLC is acting as the lead financial advisor to the target company. Additionally, Sullivan & Cromwell LLP is serving as legal advisor to Julia Hartz in connection with the transaction. On the acquirer side, Bending Spoons has retained Simpson Thacher & Bartlett, LLP as lead legal advisor and J.P. Morgan as lead financial advisor to the company. The legal representation has been split as described above, with Skadden, Arps, Slate, Meagher & Flom LLP and Sullivan & Cromwell LLP representing the target, and Simpson Thacher & Bartlett, LLP representing the acquirer. The transaction involves a $500 million all-cash or stock consideration, though the specific mix of consideration, whether cash, stock, or debt instruments, has not been disclosed. No details have been provided regarding the structure of the deal, such as whether this is an all-cash transaction, a stock-for-stock merger, or a combination of consideration types. The timing of regulatory approval and the expected closing date have not been disclosed. Additionally, the form type of the SEC filing has not been specified, and no information has been provided regarding any conditions precedent, termination provisions, or other material deal terms beyond the headline transaction value.

Hyperscale Data, Inc., a technology sector company trading on the NYSE American under ticker GPUS, has conducted a series of at-the-market (ATM) common stock offering programs under a shelf registration statement on Form S-3. The first program, documented in a prospectus supplement filed August 29, 2025, authorized the sale of up to $125,000,000 of Class A common stock through sales agent Wilson-Davis & Co., Inc. The closing price of the stock on August 28, 2025, the day before this agreement was signed, was $0.5567 per share. Wilson-Davis was entitled to a commission of 3.0% of the gross sales price on shares sold under this agreement. The Company disclosed that it intended to use a majority of net proceeds from the $125,000,000 Wilson-Davis ATM program to acquire Bitcoin and to further develop its Michigan data facility, with a smaller portion earmarked to acquire XRP and for working capital and general corporate purposes, which may include repayment, refinancing, redemption or repurchase of indebtedness or capital stock. The prospectus supplement states there is no minimum offering amount, so the actual total proceeds and number of shares sold are not fixed in advance and are reported periodically; the specific number of shares sold and gross proceeds realized under this particular $125,000,000 program are not disclosed in the filings reviewed. On December 19, 2025, the Company entered into a new, separate At-the-Market Issuance Sales Agreement with Spartan Capital Securities, LLC for up to $50,000,000 of Class A common stock, documented in a prospectus supplement filed the same day (to a base prospectus dated December 11, 2025, under a new shelf registration, File No. 333-291595). The closing price on December 18, 2025 was $0.2517 per share. Spartan was entitled to a 2.5% commission on gross sales price. The use of proceeds disclosed for this program was materially the same as the prior one: a majority toward Bitcoin acquisition and continued development of the Michigan data facility, with a smaller amount for working capital and general corporate purposes, including potential repayment, refinancing, redemption or repurchase of indebtedness or capital stock (the December prospectus supplement does not mention XRP). An amendment filed January 16, 2026 (Amendment No. 1 to the December 19, 2025 prospectus supplement) disclosed that, as of that date, the Company had sold an aggregate of 20,000,000 shares of Class A common stock for gross proceeds of approximately $5.2 million under the Spartan ATM Sales Agreement, implying an average realized price of roughly $0.26 per share. On January 16, 2026, the Company and Spartan entered into an Amended and Restated ATM Sales Agreement that kept the $50,000,000 aggregate ceiling but added Wilson-Davis & Co., Inc. as a second sales agent alongside Spartan, with Spartan continuing as lead agent and both firms acting as co-agents and deemed underwriters under the Securities Act, entitled to a combined 2.5% commission rate. The stock closed at $0.297 per share on January 16, 2026. The filings do not explain why Spartan was substituted for Wilson-Davis in December 2025 or why Wilson-Davis was re-added in January 2026. The ATM program with Spartan was subsequently increased twice. A prospectus supplement filed June 18, 2026 shows the Company entered into a new ATM Sales Agreement with Spartan (sole agent at that point) for up to $300,000,000 of Class A common stock, with the stock closing at $0.3979 per share on June 17, 2026. A Supplement No. 1 to that prospectus supplement, filed October 13, 2026, disclosed that on October 9, 2026 the Company and Spartan amended the ATM Sales Agreement to reduce the maximum aggregate amount from $300,000,000 to $100,000,000. As of October 9, 2026, the Company had sold an aggregate of 121,827,841 shares of Class A common stock under this agreement for gross proceeds of $49,781,885, leaving approximately $50,218,115 of remaining capacity under the reduced $100,000,000 cap. The stock closed at $0.1569 per share on October 9, 2026. The commission rate under this agreement is 3.0% of gross sales price. Separately, the Company also established an at-the-market program for its 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock (ticker GPUS PD) with Wilson-Davis dated February 13, 2026, for up to $35.4 million, at a $25.00 per share liquidation preference; this preferred ATM program is distinct from the common stock ATM programs described above and is not part of the $125,000,000 offering referenced in this record. Legal counsel to Hyperscale Data, Inc. in connection with both the August 29, 2025 Wilson-Davis agreement and the December 19, 2025 Spartan agreement is Olshan Frome Wolosky LLP, which issued customary opinions (Exhibit 5.1 to each Form 8-K) stating that the shares to be offered, when issued, delivered and paid for as contemplated by the registration statement and prospectus, would be legally issued, fully paid and nonassessable. No greenshoe or over-allotment option is disclosed in any of these ATM prospectus supplements, consistent with the nature of at-the-market offerings, which are sold incrementally rather than in a single underwritten tranche. No concurrent share repurchase program is disclosed in the documents reviewed. The filings do not disclose the percentage of shares outstanding represented by any of these programs, a company-wide cumulative total of all shares sold under all ATM programs to date, or a precise timetable for full utilization of any of the agreements; each program terminates upon the earlier of full utilization of the authorized dollar amount or termination by either party upon ten days' notice. Settlement for shares sold under these programs occurs through the facilities of The Depository Trust Company, generally on the second trading day following a sale.

This deal is a senior secured notes private placement combined with a new revolving credit facility, classified under debt capital markets (DCM) in the tech sector, involving Inspired Entertainment, Inc. (ticker INSE) as issuer. The disclosed value of the transaction is not stated in the source document. The transaction is sourced from an 8-K filing with the SEC, filed via SEC EDGAR and published on June 9, 2025. The deal's current status is pending regulatory approval. On the financial advisory side, Stifel served as financial advisor and exclusive debt financing agent to Inspired Entertainment (the Company), in a lead capacity, reflecting a combined advisory and arranging role on the financing. On the legal side, Davis Polk acted as legal advisor to the Company (Inspired Entertainment), per the same source sentence that names Stifel's role, with no separate legal advisor identified for any other party. Beyond the classification of this transaction as a senior secured notes private placement paired with a new revolving credit facility, no further detail on the notes' principal amount, coupon, tenor, or the revolving facility's size or terms is provided in the facts block. Several items are not disclosed in the available record. The overall transaction value is not stated in the source document, and no specific terms of the notes (size, coupon, maturity) or the revolving credit facility (commitment size, pricing) are given. No expected closing date or further timeline detail beyond the June 2025 filing date and pending-regulatory status is provided.

This deal is a take-private, sponsor-to-sponsor buyout classified under the sponsors-coverage product group in the tech sector, involving Instructure Holdings, Inc. as target and investment funds managed by KKR as acquirer. The disclosed value of the transaction is $4,800,000,000. The transaction is sourced from an 8-K filing with the SEC, filed via SEC EDGAR and published on July 25, 2024. The deal's current status is pending regulatory approval. On the financial advisory side, J.P. Morgan Securities LLC acted as lead financial advisor to Instructure, the target, with Macquarie Capital also serving as a (non-lead) financial advisor to Instructure in the same engagement. On the acquirer side, three firms acted as financial advisors to KKR: Morgan Stanley & Co. LLC, Moelis & Company LLC, and UBS Investment Bank, none of which is given a specific lead designation among the three in the facts block. On the legal side, Kirkland & Ellis LLP served as legal advisor to Instructure, the target, while Simpson Thacher & Bartlett LLP served as legal advisor to KKR, the acquirer. Beyond the take-private, sponsor-to-sponsor structure with a disclosed deal value of $4,800,000,000, no further detail on financing sources, equity contribution, or other structural terms is provided in the facts block. Several items are not disclosed in the available record. No lead designation is specified among KKR's three financial advisors (Morgan Stanley, Moelis, UBS Investment Bank), and no expected closing date or further timeline detail beyond the July 2024 filing date and pending-regulatory status is given.

Intapp, Inc. (NASDAQ: INTA), a provider of cloud software for the global professional and financial services industry, announced its intention to offer and sell 2,000,000 shares of common stock in an underwritten public offering, with certain selling stockholders concurrently offering an additional 4,250,000 shares in the same offering. The release states the company intended to use net proceeds from its own share sale for working capital and general corporate purposes, while receiving no proceeds from the shares sold by the selling stockholders. This record is sourced from an 8-K exhibit (Exhibit 99.1) that Intapp filed with the SEC on May 19, 2023, announcing the proposed offering. At the time of filing the offering had only been announced as intended and had not yet priced; the release explicitly cautions that "there can be no assurance as to whether or when the Offering may be completed." This is an equity capital markets transaction rather than an M&A advisory mandate: BofA Securities and Barclays acted as joint lead book-running managers for the offering, per the release: "BofA Securities and Barclays are acting as the joint lead book-running managers for the Offering." No other banks or financial advisors are named. No legal advisors are disclosed in this exhibit. On deal mechanics, the release states that certain selling stockholders were expected to grant the underwriters a 30-day option to purchase up to an additional 15 percent of the total shares offered, on the same terms less the underwriting discount, and that the offering was to be made pursuant to an already-effective shelf registration statement filed with the SEC. Not disclosed in this exhibit: the offering price per share, the aggregate dollar size of the offering, the identity of the selling stockholders (only that "certain selling stockholders" intended to sell), and whether or when the offering was ultimately priced and closed, since this release only announces the proposed terms.

Jamf Holding Corp., a technology sector company trading under ticker JAMF, was acquired by Francisco Partners Management, L.P. in an all-cash going-private transaction valued at approximately $2.2 billion. Jamf and affiliates of Francisco Partners, Jawbreaker Parent, Inc. and Jawbreaker Merger Sub, Inc., entered into the Agreement and Plan of Merger on October 28, 2025, and the transaction was announced the next morning in a press release filed with the SEC. The deal closed on January 30, 2026, after which Jamf became a wholly owned subsidiary of Parent, its common stock was delisted from Nasdaq, and the company filed a Form 15 on February 9, 2026 to terminate its SEC reporting obligations. Under the terms of the merger agreement, Jamf stockholders received $13.05 in cash for each share of common stock, with outstanding stock options and restricted stock units cashed out on the same per-share basis. The $13.05 price represented a premium of approximately 17 percent over Jamf's closing stock price on October 28, 2025, the last trading day before the deal was announced, a premium of approximately 24 percent over the closing price on September 11, 2025 (the last trading day before Reuters reported Jamf was exploring a sale), and a premium of approximately 50 percent over Jamf's 90-day volume-weighted average closing price prior to September 11, 2025. The proxy statement describes the transaction value as a merger consideration of $13.05 per share rather than disclosing a specific EV/EBITDA or EV/revenue multiple, though Jamf's financial advisor's selected-companies and precedent-transactions analyses applied ranges of 2026 estimated revenue and adjusted unlevered free cash flow multiples to derive implied per-share value ranges, as described below. John Strosahl, Jamf's CEO, said "Since Jamf's founding more than 20 years ago, we have made significant strides in advancing our mission to help organizations succeed with Apple," adding that "transitioning to a private company will provide greater financial flexibility and strategic alignment to accelerate growth, expand through innovation and M&A, and strengthen our market leadership." Francisco Partners' Brian Decker, Partner and Co-CIO, and Karl Shum, Partner, said "We have long admired Jamf and its commitment to providing customers with best-in-class products that are absolutely beloved in the Apple community," and "we continue to see tremendous opportunity for Jamf given its enviable position in the market." Michael Fosnaugh, Senior Managing Director and Co-Head of Vista Equity Partners' Flagship Fund and Chairman of Jamf's board, called the deal a reflection of "the strength of the Jamf team and the distinctiveness of its platform." The cash merger consideration and related fees and expenses were funded through a combination of equity contributions from Francisco Partners and its affiliated funds, proceeds from a new senior secured term loan facility entered into by Parent at closing, and Jamf's available cash balance; the Jamf 8-K filed at closing did not disclose the specific dollar size of the new term loan. Francisco Partners-affiliated investment funds committed, under an Equity Commitment Letter, to capitalize Parent with an aggregate equity contribution of up to approximately $1.14 billion. In connection with closing, Jamf's existing credit agreement with JPMorgan Chase Bank, N.A. (dated May 3, 2024) was repaid in full and terminated. Jamf also entered into a First Supplemental Indenture governing its 0.125% Convertible Senior Notes due 2026 (approximately $373.75 million aggregate principal outstanding as of January 29, 2026), giving noteholders the right to convert notes into $13.05 in cash per underlying share, or alternatively to require Jamf to repurchase the notes at par plus accrued interest on a fundamental change repurchase date expected around April 20, 2026. Vista Equity Partners, which owned approximately 34.0% of Jamf's outstanding shares as of October 24, 2025, along with then-CEO John Strosahl (approximately 0.2%) and former CEO Dean Hager (approximately 1.1%), signed voting agreements committing to vote their shares in favor of the merger; Vista's investment in Jamf concluded at closing. Jamf's board unanimously approved the merger and recommended it to stockholders, who adopted the merger agreement at a special meeting held January 8, 2026, with approximately 99.6% of shares voted (115,067,968 for versus 231,296 against, out of 115,515,200 shares present, representing about 86.15% of shares outstanding). The proxy statement's "Background of the Merger" section discloses that Jamf conducted a strategic review spanning roughly two years, during which Francisco Partners and several other financial sponsors (referred to as Parties A through F) periodically approached Jamf regarding a potential transaction beginning in 2023. Beginning in August 2025, Jamf and its financial advisor contacted 32 potential counterparties, both strategic and financial, and entered into confidentiality agreements with 16 of them, which produced three initial indications of interest; the board determined that none of the other interested parties offered as high a price per share as Francisco Partners. On September 12, 2025, Reuters publicly reported that Jamf was exploring a sale, which the board noted gave any other interested party an opportunity to come forward. The board considered Francisco Partners' reputation and deal track record, the certainty and immediate liquidity of all-cash consideration, and Citi's fairness opinion in reaching its unanimous decision, and concluded that further negotiation risked causing Francisco Partners to walk away from what the board viewed as its best and final offer. Citi served as Jamf's financial advisor and rendered a fairness opinion dated October 28, 2025, for which Jamf agreed to pay Citi a fee of approximately $32 million, $4 million of which was payable on delivery of the opinion and the remainder contingent on closing. In its selected public companies analysis of 18 comparable software firms, Citi applied multiples of 1.6x to 4.6x 2026 estimated revenue and 7.2x to 21.6x 2026 estimated adjusted unlevered free cash flow, implying per-share equity values of $6.75 to $22.00 and $7.00 to $24.00, respectively, versus the $13.05 deal price. A selected precedent transactions analysis of 16 software-sector deals (including Thoma Bravo/Verint Systems, Silver Lake-GIC/Zuora, and Insight Partners/Alteryx, among others) applied multiples of 2.0x to 5.2x next-twelve-months revenue and 9.2x to 23.0x next-twelve-months adjusted unlevered free cash flow, implying per-share values of $8.50 to $24.50 and $9.00 to $25.00. A discounted cash flow analysis using a 2.0% to 5.0% perpetuity growth rate and 12.1% to 13.5% discount rate implied a per-share range of $9.00 to $13.50. Jamf's financial advisor is Citi; Kirkland & Ellis LLP served as legal counsel to Jamf. RBC Capital Markets served as lead financial advisor to Francisco Partners, with Goldman Sachs & Co. LLC and Deutsche Bank Securities Inc. also advising FP; Simpson Thacher & Bartlett LLP served as legal counsel to Francisco Partners. The merger agreement set a Company Termination Fee of $68,080,000 payable by Jamf under specified circumstances and a Parent Termination Fee of $136,170,000 payable by Parent under specified circumstances, including failure to obtain financing. The transaction's primary regulatory condition was clearance under the Hart-Scott-Rodino Antitrust Improvements Act; the proxy statement does not disclose any other industry-specific regulatory approval requirement or any opposition encountered during the HSR review. No synergy targets, EPS accretion/dilution figures, or pro forma combined-company metrics were disclosed, consistent with this being an all-cash take-private of a standalone target rather than a strategic stock-for-stock combination.

Leidos, Inc., the direct wholly-owned operating subsidiary of Leidos Holdings, Inc. (ticker LDOS), priced a two-tranche senior notes offering totaling $1,400,000,000, fully and unconditionally guaranteed by Leidos Holdings. The offering consists of $600,000,000 aggregate principal amount of 4.100% Notes due March 15, 2029 and $800,000,000 aggregate principal amount of 5.000% Notes due March 15, 2036. Interest on both series is payable semiannually in arrears on March 15 and September 15 of each year, beginning September 15, 2026. The notes were priced at a public offering price of 99.936% of par for the 2029 notes and 99.678% of par for the 2036 notes, plus accrued interest, if any, from March 2, 2026. Underwriting discounts were 0.350% for the 2029 notes and 0.650% for the 2036 notes, producing proceeds to Leidos, before expenses, of 99.586% and 99.028% of par, respectively. The company estimated net proceeds of approximately $1,387 million after underwriting discounts and estimated offering expenses. The notes settled on March 2, 2026, the seventh business day after the final prospectus supplement, pursuant to an indenture dated October 8, 2020 among Leidos, Inc. as issuer, Leidos Holdings as guarantor, and Citibank, N.A. as trustee, as supplemented by an officers' certificate dated March 2, 2026. The use of proceeds is specific: Leidos intends to use the net proceeds to fund a portion of the consideration payable for its proposed acquisition of all outstanding shares of capital stock of KENE Parent, Inc. (referred to in the filings as "ENTRUST"), pursuant to a Stock Purchase Agreement dated January 23, 2026 among Leidos, Inc., KENE Holdings, L.P. and KENE Parent, Inc. Leidos disclosed a purchase price of approximately $2.4 billion in cash for that acquisition, subject to certain adjustments, to be funded through a combination of new debt (including these notes), cash on hand, and commercial paper. As of the February 2026 prospectus supplement, that acquisition was expected to close by the end of the second quarter of 2026, subject to customary closing conditions including regulatory approvals; the notes offering itself was not conditioned on completion of that acquisition. Pending use of proceeds, Leidos said it may temporarily deploy the funds for general corporate purposes or short-term, liquid investments; the proceeds were not placed in escrow. The notes carry a special mandatory redemption feature tied to the Entrust/KENE acquisition: if that acquisition is not consummated by the later of August 14, 2026 (the "End Date") or five business days after any extended End Date under the acquisition agreement, or if Leidos notifies the trustee it will not pursue the acquisition, Leidos must redeem all of the notes at a special mandatory redemption price equal to 101% of principal plus accrued and unpaid interest to, but excluding, the redemption date. Separately, each series is also subject to an ordinary make-whole optional redemption at any time prior to its par call date (February 15, 2029 for the 2029 notes; December 15, 2035 for the 2036 notes), priced at the greater of par or a Treasury Rate-plus-spread calculation (10 basis points for the 2029 notes, 15 basis points for the 2036 notes), and at par thereafter. Holders may also require Leidos to repurchase the notes at 101% of principal plus accrued interest upon a Change of Control Triggering Event. The indenture includes a limitation-on-liens covenant permitting Leidos and the parent guarantor to incur secured debt without equally and ratably securing the notes so long as Leidos Holdings' "Aggregate Debt" does not exceed 15% of its Consolidated Net Worth, along with a related limitation on sale-and-leaseback transactions; no specific credit ratings for the notes are disclosed in the filings reviewed. The notes are senior unsecured obligations of Leidos, Inc., ranking equally with its other existing and future senior indebtedness, and are structurally subordinated to liabilities of non-guarantor subsidiaries. A capitalization table in the prospectus supplement shows Leidos Holdings' pro forma long-term debt rising from $4,648 million (actual, as of January 2, 2026) to $6,048 million as adjusted for this offering, alongside existing senior unsecured notes due 2030, 2031, 2032 (two tranches), 2033 (two tranches), 2035, and 2040, and a term loan due March 2028. Citigroup Global Markets Inc., BofA Securities, Inc. and MUFG Securities Americas Inc. acted as representatives of the underwriters and, together with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, PNC Capital Markets LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc. and U.S. Bancorp Investments, Inc., served as joint book-running managers; BMO Capital Markets Corp., Regions Securities LLC and TD Securities (USA) LLC served as senior co-managers. Davis Polk & Wardwell LLP acted as counsel to Leidos, and Cravath, Swaine & Moore LLP acted as counsel to the underwriters. The notes offering itself has closed (settled March 2, 2026), but it was conducted ahead of and to help finance the pending Entrust/KENE Parent acquisition, which as of the cited filings remained subject to regulatory approval and was not yet confirmed closed in the documents reviewed. No rating-agency press releases were identified among the filings reviewed.

TripAdvisor, Inc., a publicly traded technology company trading under the ticker TRIP, is acquiring Liberty TripAdvisor Holdings, Inc., its publicly held affiliate, in an all-stock merger transaction. The deal falls within the mergers and acquisitions product group and represents a consolidation within the technology sector. No deal value has been disclosed in the source materials. This transaction is sourced from an SEC EDGAR filing published on March 24, 2025. The specific form type is not identified in the available documentation. The deal remains in pending regulatory status, indicating that it has not yet received all necessary approvals or closed but is proceeding through the approval process. No financial advisors have been identified or extracted as advising either party to this transaction. This absence of identified financial advisory involvement is notable and may reflect either that such advisors were not engaged, that their roles were not detailed in the available disclosure documents, or that they were not captured in the source material provided. No legal advisors have been identified in the available documentation for either TripAdvisor or Liberty TripAdvisor Holdings in connection with this transaction. The transaction is structured as an all-stock merger, meaning that shareholders of Liberty TripAdvisor Holdings will receive equity consideration from TripAdvisor rather than cash or a mixed consideration package. Beyond the confirmation that the deal is all-stock in nature, no additional structural details have been disclosed regarding exchange ratios, per-share consideration, or any other terms governing the merger consideration. The following material details remain undisclosed or unknown: the specific deal value, the exact exchange ratio or per-share consideration amount, the expected closing date or timeline for regulatory approval, details regarding any financing arrangements, conditions precedent to closing, governance or operational integration plans, and any representations, warranties, or covenants specific to the merger agreement. The form type of the SEC filing has not been identified, which limits understanding of the nature and completeness of disclosure required for this particular filing.

This transaction is a cash acquisition in which Flowco Holdings Inc. (ticker FLOC), classified here under the tech sector, is acquiring Lifting Solutions Energy Services Inc. The deal falls under the M&A product group and carries a disclosed value of $113,000,000. The transaction is currently in pending regulatory status. The facts in this briefing are sourced from an SEC EDGAR Form 8-K filed and published on October 2, 2026. On the financial advisory side, only one advisor is named: TPH&Co, described as the energy business of Perella Weinberg Partners, is serving as exclusive financial advisor to Lifting Solutions, the target, in a lead capacity. No financial advisor is named for Flowco, the acquirer, in the facts block. Legal counsel, by contrast, is documented on both sides. For Flowco, the acquirer, three firms are named: Troutman Pepper Locke LLP, Blake, Cassels & Graydon LLP, and Vinson & Elkins LLP are all serving as legal advisors, the mix of U.S. and Canadian firms, including Blake, Cassels & Graydon LLP, suggesting a cross-border element to the transaction. For Lifting Solutions, the target, Dentons Canada LLP is serving as exclusive legal counsel, also pointing to a Canadian dimension of the deal. The facts block confirms this is a cash acquisition with a disclosed value of $113,000,000, but provides no further detail on the per-unit or per-share price, financing sources for Flowco, or any specific terms of the purchase agreement. Several material facts are not disclosed. No financial advisor is named for Flowco, the acquirer. No expected closing date is given, and no detail on the cross-border structure implied by the Canadian legal counsel on both sides is explained beyond the firms' names themselves.

SoundHound AI, Inc. (Nasdaq: SOUN), a voice and conversational AI company, entered into a definitive agreement to acquire LivePerson, Inc. (Nasdaq: LPSN), an enterprise conversational AI and digital messaging company, combining SoundHound's voice and agentic AI platform with LivePerson's Conversational Cloud digital engagement technology. The release describes the deal as SoundHound's fifth strategic acquisition and states the combined company would serve enterprise customers across more than 30 countries, including 12 of the top 15 global banks and 4 of the top 5 global airlines. This record is sourced from an 8-K exhibit (Exhibit 99.1), the joint press release of SoundHound AI and LivePerson dated April 21, 2026, as filed with the SEC. At the time of this filing the deal was newly announced and pending customary regulatory approvals, LivePerson stockholder approval, and other closing conditions, with the parties targeting a close in the second half of 2026. Barclays served as the financial advisor to SoundHound AI on the acquisition, per the release: "Barclays is serving as financial advisor to SoundHound AI." On the target's side, Lazard served as financial advisor to LivePerson. Legal counsel to SoundHound AI was provided by Latham & Watkins LLP, while Fried, Frank, Harris, Shriver & Jacobson LLP served as legal counsel to LivePerson. On deal structure, SoundHound is acquiring LivePerson for an equity value of 43 million dollars, representing approximately a 22 percent premium over the corresponding 30-day volume-weighted average value. At closing, SoundHound expects to receive 74 million dollars of LivePerson's cash balance prior to repayment of LivePerson's 2026 convertible senior notes; after accounting for significant discounts on LivePerson's remaining debt, the release states the transaction implies a total enterprise value of 250 million dollars, with SoundHound planning to retire the discounted debt using a mix of cash and equity at its discretion, leaving the combined company with no debt. Not disclosed in this exhibit: the precise cash-versus-stock split of the merger consideration paid to LivePerson stockholders, the specific exchange ratio or per-share consideration, any fee arrangement for Barclays or Lazard, and the actual closing date beyond the general expectation of the second half of 2026.

This is a convertible notes exchange and private placement, classified under the debt capital markets (dcm) product group, in the tech sector, with MACOM Technology Solutions Holdings, Inc. (ticker MTSI) as issuer. The disclosed transaction value is $288,800,000. The facts are sourced from an 8-K filed with the SEC via EDGAR, published on December 13, 2024. The deal's current status is pending regulatory review. Two financial advisors are identified, both serving the issuer, without a lead designation specified for either. Barclays Capital Inc. and J. Wood Capital Advisors LLC both acted as MACOM's financial advisors in connection with the transactions, per the source sentence: "J. Wood Capital Advisors LLC and Barclays Capital Inc. acted as MACOM's financial advisors in connection with the Transactions." No legal advisors were extracted for this transaction in the available facts block. Beyond the classification of this transaction as a convertible notes exchange and private placement with a disclosed value of $288,800,000, no further detail on the notes' coupon, maturity, conversion price, or the structure of the private placement is included in the facts provided. Several items are not disclosed in this record: no legal advisors are identified, the coupon, maturity, and conversion terms of the convertible notes are not specified, and no expected closing date is given beyond the pending-regulatory status.

McAfee Corp. (NASDAQ: MCFE), a global online protection company for consumers, announced the completion of its acquisition by an investor group led by Advent International Corporation and funds advised by Permira, alongside Crosspoint Capital Partners, Canada Pension Plan Investment Board (CPP Investments), GIC Private Limited and a wholly-owned subsidiary of the Abu Dhabi Investment Authority. The release states the Investor Group had announced on November 8, 2021 the acquisition of all outstanding McAfee shares for 26.00 dollars per share in an all-cash transaction valued at over 14 billion dollars. As a result of the closing, McAfee ceased to be a publicly traded company and was delisted from Nasdaq. This record is sourced from an 8-K exhibit (Exhibit 99.1) filed by McAfee Corp. with the SEC on March 1, 2022, announcing that the previously signed transaction had closed. At the time of this filing the deal was fully completed, with Bruce Chizen of Permira becoming Chairman of McAfee's new board and Greg Clark of Crosspoint Capital (former Symantec CEO) also joining the board. Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC served as financial advisors to McAfee (the seller). On the buy side, the release names six advisors to the Investor Group: "JP Morgan Securities LLC, BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Evercore and DBO Partners LLC are serving as financial advisors," with Bryant Stibel Group serving separately as strategic operating advisor. Barclays Capital Inc. is thus one of several financial advisors to the buyer consortium, and Barclays Bank PLC is separately listed among the many banks that originally provided debt financing for the transaction, alongside JPMorgan, Bank of America, Credit Suisse, Citigroup, HSBC, Royal Bank of Canada, CPPIB Credit Investments, UBS and PSP Investments, with additional institutions added prior to syndication. On the legal side, Ropes & Gray and Moulton Moore Stella served as legal counsel to McAfee. Fried, Frank, Harris, Shriver & Jacobson acted as M&A legal counsel and Kirkland & Ellis acted as finance legal counsel to the Investor Group. Not disclosed in this exhibit: the specific closing date of the transaction beyond the announcement date of March 1, 2022; the precise allocation of advisory fees or responsibilities among the six named buy-side financial advisors; and any further detail on the relative debt-versus-equity financing mix used to fund the over 14 billion dollar purchase price.

OpenText Corporation (NASDAQ: OTEX, TSX: OTEX), a Canadian information management software company, announced a definitive agreement to acquire the entire issued and to be issued share capital of Micro Focus International plc (LSE: MCRO; NYSE ADS: MFGP), a UK-listed enterprise software company, in an all-cash recommended offer at 532 pence per share. The transaction implies an enterprise value of approximately 6.0 billion dollars on a fully diluted basis, with a total purchase price described as 2.2 times Micro Focus' pro forma trailing twelve month revenue and 6.3 times its pro forma adjusted EBITDA. The deal creates one of the largest software and cloud businesses in the sector, expanding OpenText's addressable information management market to an estimated 170 billion dollars. This record is sourced from an 8-K exhibit (Exhibit 99.1) filed by OpenText Corporation with the SEC on August 25, 2022, containing the companies' joint press release announcing the transaction. At the time of this filing the deal had just been announced and was proceeding toward implementation by means of a court-sanctioned scheme of arrangement under the UK Companies Act 2006, requiring approval from Micro Focus shareholders at a Court Meeting and General Meeting as well as sanction by the UK court. Barclays Bank PLC served as the sole financial advisor to OpenText on the acquisition, a role stated plainly in the release: "Barclays Bank PLC is serving as sole financial advisor to OpenText." No financial advisor to Micro Focus is named in this particular exhibit. Separately, in connection with financing the acquisition, Barclays Bank PLC, BMO Capital Markets Corp., Royal Bank of Canada and Citigroup Global Markets Inc. acted as lead arrangers, and Barclays Bank PLC also served as administrative agent under both a new first lien term loan credit agreement and a bridge loan agreement entered into concurrently with the announcement. On the legal side, Allen & Overy LLP and Cleary Gottlieb Steen & Hamilton LLP acted as legal advisors to OpenText. No legal advisor to Micro Focus is disclosed in this exhibit. The all-cash acquisition was structured to be funded without any new OpenText equity: approximately 4.6 billion dollars in new debt (via the term loan facility), 1.3 billion dollars in cash on hand, and a 600 million dollar draw on OpenText's existing revolving credit facility. The term loan facility was sized at 2.585 billion dollars and was designated solely to finance the acquisition, while the bridge loan facility of up to 2.0 billion dollars, together with cash on hand and revolver borrowings, was earmarked to repay Micro Focus' existing debt. OpenText stated it intended to reduce the bridge commitments through debt capital markets issuances before or after closing. Expected cost synergies were pegged at 400 million dollars, including a previously announced 300 million dollar Micro Focus cost-savings program plus 100 million dollars of additional synergies, with OpenText targeting integration onto its operating model within six quarters of closing. Not disclosed in this exhibit: the identity of any financial or legal advisor to Micro Focus, the specific terms of the debt capital markets issuances OpenText intended to pursue to reduce the bridge facility, and the actual closing date (only the expectation of closing in the first quarter of calendar 2023 is given). No per-share price in U.S. dollars is stated; only the 532 pence figure and the approximate 6.0 billion dollar enterprise value are disclosed.

This deal is a cash and stock acquisition classified as an M&A transaction in the tech sector, involving Nativo as target and Life360, Inc. (ticker LIF) as acquirer. The disclosed value of the transaction is $120,000,000. The transaction is sourced from an 8-K filing with the SEC, filed via SEC EDGAR and published on November 10, 2025. The deal's current status is pending regulatory approval. On the financial advisory side, Perella Weinberg Partners served as Nativo's financial advisor, the target side, with no lead designation specified. Stifel served as Life360's financial advisor, the acquirer side, also without a specified lead designation, per the respective source sentences. On the legal side, Cooley LLP served as legal advisor to Nativo, the target, while Sidley Austin LLP served as legal advisor to Life360, the acquirer. Beyond the cash and stock consideration mix noted in the deal subtype, with a disclosed deal value of $120,000,000, no further detail on the specific split between cash and stock components is provided in the facts block. Several items are not disclosed in the available record. No lead designation is specified for either Perella Weinberg Partners or Stifel in their respective advisory roles, the precise cash-versus-stock consideration split is not broken out beyond the general subtype classification, and no expected closing date or further timeline detail beyond the November 2025 filing date and pending-regulatory status is given.

The Brink's Company, a financial institutions sector company trading under the ticker BCO, has agreed to acquire NCR Atleos Corporation, ticker NATL, in a cash and stock transaction valued at approximately $6.6 billion. The deal was announced on February 26, 2026, through a current report on Form 8-K filed by Brink's that attached the merger agreement, a joint press release and an investor presentation. Mark Eubanks, President and CEO of Brink's, said the acquisition "further supports Brink's ability to deliver enhanced customer solutions and accelerates our value creation strategy," adding that NCR Atleos "is a partner we know well" with closely aligned business cultures. Tim Oliver, President and CEO of NCR Atleos, called the deal "a strategic opportunity for NCR Atleos" that would "enable us to enhance offerings to financial institutions and retailers, and create more opportunities for our employees." Under the terms of the Agreement and Plan of Merger, each share of NCR Atleos common stock will be converted into the right to receive $30.00 in cash and 0.1574 shares of Brink's common stock. Based on Brink's closing share price of $129.58 on February 25, 2026, the stock-and-cash consideration implied a value of $50.40 per NCR Atleos share, representing a premium of approximately 24% over NCR Atleos' closing price that day and approximately 26% over its 30-day volume-weighted average price. The transaction is comprised of approximately 13.3 million Brink's shares and $2.2 billion in cash, plus the assumption of approximately $2.6 billion of NCR Atleos indebtedness. Upon closing, Brink's shareholders are expected to own approximately 78% and former NCR Atleos shareholders approximately 22% of the combined company. In its fairness opinion analysis disclosed in the joint proxy statement/prospectus, Morgan Stanley compared NCR Atleos to Diebold Nixdorf, Euronet Worldwide and Hyosung Corporation, deriving average AV/EBITDA multiples for the peer group of 6.9x (2026E) and 6.2x (2027E), and applied selected representative ranges of 6.0x-8.0x (2026E) and 5.5x-7.5x (2027E) Adjusted EBITDA to imply equity values of $36-$59 and $35-$60 per NCR Atleos share, respectively; a discounted equity value analysis using a 6.0x-8.0x NTM AV/EBITDA multiple and an 11.7% discount rate implied a value range of $43-$66 per share. The cash portion of the purchase price will be financed with a combination of balance-sheet cash and new debt. Brink's obtained a debt commitment letter from Morgan Stanley Senior Funding, Inc. providing up to $2,276 million of senior unsecured bridge term loans under a base bridge facility, plus, in certain circumstances, up to $873 million of senior secured bridge term loans to refinance NCR Atleos' existing term A loans, for committed bridge financing described in the press release as totaling $4.5 billion. Brink's expects the transaction to generate approximately $200 million in annual run-rate pre-tax cost synergies within three years of closing, and disclosed that the deal is expected to be "highly accretive to earnings, including at least 35% accretive to EPS," calculated using 2027 consensus net income estimates for both companies. The combined company is anticipated to generate approximately $10 billion in total revenue, with mid-single-digit organic revenue growth and improving free cash flow, and Brink's expects to reduce net leverage to a target range of 2.0x-3.0x by the end of 2027, assuming a first-quarter 2027 closing. NCR Atleos operates the largest independent network of ATMs, with approximately 78,000 owned-and-operated machines in retail locations that are part of its global installed base of approximately 600,000 ATMs; Brink's said this network will expand its retail footprint and allow integration with its existing Digital Retail Solutions business. The joint proxy statement/prospectus discloses that Brink's began evaluating a potential transaction with NCR Atleos, as well as a separate unnamed target referred to as "Party A," in late 2024, with Morgan Stanley advising Brink's on both alternatives. Management-level contacts between NCR Atleos and Brink's began in March 2025, the companies signed a mutual confidentiality agreement on May 29, 2025 containing a nine-month standstill, and NCR Atleos formally engaged J.P. Morgan as lead financial advisor on July 18, 2025. Due diligence, a cost-synergy workshop, and exchanges of management financial projections continued through early 2026 before the companies signed the merger agreement on February 26, 2026. The transaction has not yet closed. Both companies' stockholders approved the merger: NCR Atleos stockholders voted to approve the transaction at a special meeting held June 30, 2026, with 59,403,719 votes for, 92,237 against and 63,782 abstaining. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired on May 11, 2026 following a grant of the parties' request for early termination. Remaining closing conditions include other required governmental and foreign antitrust approvals, including certain money transmitter license consents, and customary conditions regarding the accuracy of representations and the absence of a material adverse effect. The companies expect the mergers to close by the end of the first quarter of 2027; the merger agreement's "Outside Date" is February 26, 2027, automatically extendable to August 26, 2027 under specified circumstances related to obtaining regulatory approvals. If the merger agreement is terminated under specified circumstances, including a change in the NCR Atleos board's recommendation or NCR Atleos entering into an agreement for a competing proposal, NCR Atleos would owe Brink's a termination fee of $145,000,000; if terminated under specified circumstances involving Brink's, including a change in the Brink's board's recommendation or Brink's entering into an agreement for a competing proposal, Brink's would owe NCR Atleos a termination fee of $175,000,000. As of mid-2026, two shareholder lawsuits challenging the mergers (Connolly v. NCR Atleos Corp. and Thompson v. NCR Atleos Corp., both filed in New York Supreme Court, New York County) were pending, along with demand letters alleging disclosure deficiencies in the joint proxy statement/prospectus; both companies have stated they believe no further disclosure is required. Morgan Stanley & Co. LLC is serving as financial advisor and Sidley Austin LLP is serving as legal advisor to Brink's; FGS Global is serving as Brink's strategic communications advisor. J.P. Morgan Securities LLC is serving as financial advisor and King & Spalding LLP is serving as legal advisor to NCR Atleos; Collected Strategies is serving as NCR Atleos' strategic communications advisor. Upon closing, Mark Eubanks and Kurt McMaken will continue as CEO and CFO, respectively, of the combined company, and one independent director jointly designated from the NCR Atleos board will join the Brink's board.

The Brink's Company (NYSE: BCO), the global cash management and valuables logistics provider, announced a definitive agreement to acquire NCR Atleos Corporation (NYSE: NATL), the ATM network and services company, in a cash-and-stock transaction valued at approximately $6.6 billion, comprised of 13.3 million shares of Brink's common stock, $2.2 billion in cash, and the assumption of approximately $2.6 billion of NCR Atleos' indebtedness. The deal is in the armored car/transportation services sector (SIC 4731) and is framed by the companies as creating a leading financial technology infrastructure company. This entry is sourced from an 8-K exhibit (Exhibit 99.1) filed by The Brink's Company with the SEC on February 26, 2026, announcing the signing of the definitive merger agreement. A later Brink's 8-K filed June 18, 2026 confirms the transaction remained pending at that time, noting the Registration Statement on Form S-4 had been declared effective May 27, 2026, a joint proxy statement/prospectus had been mailed to shareholders, and two stockholder complaints alleging disclosure deficiencies had been filed in New York state court, which Brink's and NCR Atleos addressed through voluntary supplemental disclosures without admitting liability. The deal was expected to close in the first quarter of 2027, subject to regulatory and shareholder approvals, with post-closing ownership of approximately 78% Brink's shareholders and 22% former NCR Atleos shareholders. On financial advisory, Morgan Stanley & Co. LLC served as financial advisor to Brink's, while J.P. Morgan Securities LLC served as financial advisor to NCR Atleos. The later supplemental disclosure filing further discloses that NCR Atleos agreed to pay J.P. Morgan an estimated aggregate fee of $43.0 million for its services, $4.0 million of which was payable upon delivery of its fairness opinion with the remainder contingent on consummation, plus a potential additional $7.0 million discretionary fee. On legal advisory, Sidley Austin LLP served as legal advisor to Brink's, and King & Spalding LLP served as legal advisor to NCR Atleos; FGS Global and Collected Strategies served as strategic communications advisors to Brink's and NCR Atleos, respectively. The deal structure disclosed: Brink's will acquire each outstanding NCR Atleos share for $30.00 in cash plus 0.1574 shares of Brink's common stock, implying a value of $50.40 per NCR Atleos share based on Brink's February 25, 2026 closing price, representing premiums of approximately 24% to NCR Atleos' prior closing price and 26% to its 30-day volume-weighted average price. Brink's obtained $4.5 billion in committed bridge financing from Morgan Stanley Senior Funding, Inc. for the cash portion, and the combined company expects approximately $200 million in annual run-rate cost synergies within three years of closing. What is not disclosed in the original announcement: the specific termination fee payable under the merger agreement, and (as of the original February 2026 announcement) the full detail of J.P. Morgan's fee arrangement, which only became available in the later supplemental disclosure filing reviewed alongside this release.

Braze, Inc., a technology sector company trading under ticker BRZE, agreed to acquire OfferFit, Inc., a Delaware corporation that provides AI decisioning technology for personalization in CRM marketing, for $325 million in a combination of cash and Braze Class A common stock. The transaction was announced March 27, 2025, in a current report on Form 8-K, following execution of an Agreement and Plan of Merger dated March 26, 2025 among Braze, OfferFit, two Braze merger subsidiaries (Enzyme Merger Sub I, Inc. and Enzyme Merger Sub II, LLC), and WT Representative LLC acting as the sellers' representative. Under the agreement, Braze would acquire all outstanding OfferFit common and preferred stock and all outstanding options and other purchase rights. Bill Magnuson, Braze's cofounder and CEO, said in the announcement that "with Braze's planned acquisition of OfferFit, our complementary products and teams will come together to define the next chapter of the evolution of Customer Engagement with AI," describing a vision in which "reinforcement learning and modern transformer architectures are wielded within the Braze product ecosystem to drive a vision where Agentic AI automatically understands customers in greater depth." George Khachatryan, OfferFit's cofounder and CEO, said OfferFit "replaces the manual work of A/B testing with reinforcement learning agents that autonomously experiment and learn optimal actions," and that the companies, already technology partners, saw clear synergies in joining forces to "leverage Braze's product ecosystem and global scale to enhance the existing OfferFit product, while also augmenting Project Catalyst and BrazeAI overall." The 8-K separately noted the deal would let Braze "more deeply integrate the existing sophisticated, multi-agent approach from OfferFit into its broader platform" alongside its internally developed Project Catalyst AI agent initiative. At signing, Braze disclosed it would issue approximately 3.80 million shares of Class A common stock as part of the consideration, subject to adjustment, with a portion held back in escrows pursuant to the merger agreement. The stock consideration was structured as a private placement exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506(b), with resale registration rights to be provided after closing. Shares issued to sellers were subject to a 12-month lock-up, vesting one half at six months, one quarter at nine months, and the final quarter at twelve months post-closing; sellers who held OfferFit preferred stock and were not employees, officers, directors or individual independent contractors of the company were instead subject to a four-week lock-up vesting in equal quarterly installments over that period. The merger agreement contained customary representations, warranties, covenants and post-closing indemnification obligations, and the transaction was expected to close within Braze's fiscal quarter ending July 31, 2025, subject to customary closing conditions. The acquisition closed on June 2, 2025, according to Braze's Form 10-Q for the quarter ended July 31, 2025. At closing, the total preliminary purchase price consideration was $304.0 million, consisting of $195.3 million in cash and $108.7 million in Braze Class A common stock issuances, a figure that differs from the $325 million headline value disclosed at signing (the 10-Q purchase price accounting reflects adjustments, including allocating a portion of replacement award fair value to post-combination compensation expense rather than consideration transferred). Braze recorded estimated fair value of negative $1.9 million of net tangible assets acquired, $66.6 million of identifiable intangible assets, and $239.3 million of goodwill, which the company said is not deductible for tax purposes and is "primarily attributable to expected synergies to the Company's ongoing Artificial Intelligence initiatives." The intangible assets comprised developed technology of $56.7 million (amortized over six years, valued using an excess earnings method), customer relationships of $9.0 million (amortized over six years, valued using the with-and-without method), and trademarks of $0.9 million (amortized over two years, valued using a relief-of-royalty method). Braze also recorded indemnification escrows of $6.0 million and a working capital escrow of $1.3 million within accrued expenses and other current liabilities, both subject to release following post-closing claim and adjustment procedures. In connection with the deal, Braze issued replacement restricted stock awards to OfferFit equity holders with a total fair value of approximately $67.1 million as of the acquisition date, a portion of which was attributed to consideration transferred and the remainder treated as post-combination compensation expense. Acquisition-related costs, expensed as incurred within general and administrative expense, totaled $1.4 million for the quarter and $11.4 million for the six months ended July 31, 2025. OfferFit's post-acquisition results of operations were described by Braze as not material to its consolidated financial statements for the six months ended July 31, 2025. No separate closing 8-K or purchase-price press release was identified beyond this 10-Q disclosure. On the financial advisory side, Goldman Sachs & Co. LLC acted as financial advisor to Braze, while Atlas Technology Group acted as financial advisor to OfferFit. Davis Polk & Wardwell LLP acted as legal advisor to Braze, and Latham & Watkins LLP acted as legal advisor to OfferFit. No merger proxy, S-4, or tender offer filing was identified for this transaction, consistent with its structure as a privately negotiated acquisition of a private company rather than a public-company merger requiring shareholder votes or registered securities. Exchange ratio, per-share pricing, financing sources for the cash portion, termination fee provisions, and any earn-out or contingent consideration terms beyond the described escrows were not disclosed in the filings reviewed.

This deal involves Paycor HCM, Inc., a technology-sector company, as the target of an all-cash acquisition by Paychex Inc (ticker PAYX). The transaction falls under the M&A product group, and its disclosed value is $4,100,000,000. The facts are sourced from an 8-K filing with the SEC via EDGAR, published April 14, 2025. The deal's status is pending regulatory, indicating it had not yet closed as of that filing. Two financial advisors are disclosed, one per side, both designated lead. J.P. Morgan Securities LLC served as the exclusive financial advisor to Paychex (the acquirer), with the source sentence noting that Davis Polk & Wardwell LLP served as legal advisor to Paychex. On the target side, Goldman Sachs & Co. LLC served as the exclusive financial advisor to Paycor, with Kirkland & Ellis LLP serving as legal advisor to Paycor, per the corresponding source sentence. Legal advisors are disclosed for both sides: Kirkland & Ellis LLP served as legal advisor to the target, Paycor, while Davis Polk & Wardwell LLP served as legal advisor to the acquirer, Paychex. Beyond identifying the transaction as an all-cash acquisition valued at $4,100,000,000, the facts block does not specify the per-share purchase price or any financing arrangements supporting the cash consideration. Several facts are not disclosed in this record. The per-share price is not stated. No expected closing date is given, and the facts block provides no further structural detail beyond the "all-cash acquisition" classification and the aggregate disclosed value.

PowerSchool Holdings, Inc. (NYSE: PWSC), a provider of cloud-based software for K-12 education in North America, announced the pricing of an underwritten secondary offering of 8,700,000 shares of its Class A common stock by selling stockholders associated with Onex Partners Manager LP and Vista Equity Partners, as well as PowerSchool co-founder Hardeep Gulati, at a public price of 21.00 dollars per share. The transaction was purely a secondary sale of existing shares by pre-IPO sponsor and insider holders; PowerSchool itself received no proceeds. This record is sourced from an 8-K exhibit (Exhibit 99.1) that PowerSchool filed with the SEC on March 3, 2023, announcing the pricing of the offering. At the time of filing the deal had been priced and was expected to close within days, on March 3, 2023, subject to customary closing conditions. This is a capital markets, not M&A, transaction: Goldman Sachs & Co. LLC and Barclays Capital Inc. acted as joint book-running managers and representatives of the underwriters, per the release: "Goldman Sachs & Co. LLC and Barclays Capital Inc. are acting as joint book-running managers and representatives of the underwriters for the offering." No other financial advisors are named, as this was a standard underwritten equity offering rather than an advisory mandate. No legal advisors are disclosed in this exhibit. On deal mechanics, the release states Mr. Gulati sold 63,727 shares in the offering, and that underwriters were granted a 30-day option to purchase up to an additional 1,305,000 shares from the selling stockholders. PowerSchool said it would bear costs associated with the sale other than underwriting discounts and commissions, and that the offering was made pursuant to an already-effective shelf registration statement on Form S-3. Not disclosed in this exhibit: the aggregate dollar size of the offering is not stated directly (it can be calculated as approximately 182.7 million dollars from the 8,700,000 share count at 21.00 dollars per share, but this computed figure does not itself appear verbatim in the text), the breakdown of how many shares each selling stockholder group sold beyond Mr. Gulati's individual amount, and whether the underwriters' overallotment option was ultimately exercised.

This transaction is a cash-and-stock acquisition in which Skyworks Solutions, Inc., trading under the ticker SWKS, is acquiring Qorvo, Inc., trading under the ticker QRVO. The deal is classified within the technology sector, and the disclosed value of the transaction is not stated in the source document. The transaction is sourced from an SEC EDGAR Form S-4 filing published on December 4, 2025. According to the facts provided, the deal's status is pending regulatory approval. On the financial advisory side, Goldman Sachs & Co. LLC served as financial advisor to Skyworks, the acquirer, and is identified as the lead advisor in this transaction. The source material is drawn from a consent letter referencing Goldman Sachs's opinion, cited under headings including "Summary, Skyworks' Reasons for the Mergers" and "Opinions of Skyworks' Financial Advisors, Opinion of Goldman Sachs," confirming that Goldman Sachs rendered a fairness opinion to Skyworks in connection with the merger. No financial advisor to Qorvo, the target, is identified in the facts provided. No legal advisor is identified for either party in the facts provided for this transaction. Beyond confirming that the transaction is structured as a cash-and-stock acquisition, no further detail on the specific mix of cash versus stock, the exchange ratio, or other terms of consideration is included in the facts available. Several elements of this deal remain undisclosed. The deal value is explicitly noted as not stated in the source document, and no legal advisor to either Qorvo or Skyworks is identified. The source material also references "Skyworks' Financial Advisors" in the plural, suggesting more than one advisor may be involved on that side, but only Goldman Sachs is named in the facts available, so no additional co-advisors, exchange ratio, or expected closing date can be confirmed.

Terex Corporation and REV Group announced on October 30, 2025 that they had entered into a definitive merger agreement to combine in a stock-and-cash transaction, creating a specialty equipment manufacturer spanning emergency, waste, utilities, environmental and materials-processing equipment. The deal is an industrials-sector combination rather than a pure acquisition: Terex shareholders were expected to own approximately 58% of the combined company and REV Group shareholders approximately 42%, with the combined entity continuing to trade on the NYSE under the Terex ticker. This extraction is sourced from Terex's 8-K exhibit (Exhibit 99.1) filed with the SEC on October 30, 2025, which carried the joint press release announcing the signed merger agreement. The merger subsequently closed on February 2, 2026, as confirmed by a separate 8-K exhibit filed by Terex that day announcing completion. Barclays served as exclusive financial advisor to Terex on the transaction, while J.P. Morgan served as exclusive financial advisor to REV Group. Both banks held sole, lead advisory mandates for their respective sides rather than sharing the engagement with any co-advisor. On the legal side, Fried, Frank, Harris, Shriver & Jacobson LLP and Pryor Cashman LLP served as legal counsel to Terex, while Davis Polk & Wardwell LLP served as legal counsel to REV Group. Joele Frank, Wilkinson Brimmer Katcher acted as strategic communications advisor to Terex and Brunswick Group served the same role for REV Group, though these are not financial or legal advisory roles. Under the terms of the agreement, REV Group shareholders were to receive, for each REV Group share held, 0.9809 of a share of the combined company plus $8.71 in cash, aggregating to approximately $425 million in total cash consideration. Based on the exchange ratio and closing share prices as of October 28, 2025, the companies disclosed an implied total enterprise value for the combined company of approximately $9 billion, with expected run-rate synergies of $75 million by 2028. The deal was unanimously approved by both boards and was expected to close in the first half of 2026, subject to shareholder and regulatory approvals. The press release does not disclose a standalone transaction or deal value specific to REV Group (as opposed to the combined company's pro forma enterprise value), nor does it disclose specific advisory fees paid to either Barclays or J.P. Morgan. The breakdown of the $9 billion enterprise value between the Terex and REV Group legacy businesses, and any termination fee provisions in the merger agreement, are also not addressed in this exhibit.

This is a divestiture structured as a cash acquisition in the tech sector, in which Ingersoll Rand Inc. (ticker IR) is acquiring the Roots business, divested by a seller identified in the source material as Chart. The product group is M&A, and the disclosed transaction value is $300,000,000. The facts are sourced from an 8-K filed with the SEC via EDGAR, published on August 18, 2023. The deal's current status is pending regulatory review. Financial advisory roles are clearly delineated by side. Citi served as financial advisor to Ingersoll Rand, the acquirer, per the statement "Citi served as financial advisor and Simpson Thacher & Bartlett LLP is serving as legal counsel to Ingersoll Rand." On the target/seller side, BofA Securities served as the lead, exclusive financial advisor to Chart, consistent with the language "BofA Securities served as exclusive financial advisor and Winston & Strawn LLP is serving as legal counsel to Chart." Legal advisors are disclosed for both sides: Simpson Thacher & Bartlett LLP is serving as legal counsel to Ingersoll Rand, the acquirer, while Winston & Strawn LLP is serving as legal counsel to Chart, the seller. Beyond the classification of this transaction as a divestiture/cash acquisition with a disclosed value of $300,000,000, no further detail on payment structure, financing sources, or other specific terms is included in the facts provided. Several items are not disclosed in this record: no detail on financing sources for the cash consideration is provided, and no expected closing date is given beyond the pending-regulatory status.

Rubrik, Inc. priced its initial public offering of 23,500,000 shares of Class A common stock at 32.00 dollars per share, listing on the New York Stock Exchange under the symbol RBRK. Prior to the offering there had been no public market for Rubrik's Class A common stock, and the company disclosed a two-class share structure in which Class A and Class B shares carry identical rights except for voting, conversion and transfer provisions. This record is sourced from the prospectus (Form 424B4) that Rubrik filed with the SEC, dated April 24, 2024, with underwriters expected to deliver shares against payment on April 29, 2024. This document represents the final, priced IPO prospectus rather than a preliminary filing. This is a capital markets underwriting, not an M&A advisory mandate: the cover page of the prospectus lists a syndicate of underwriters led by Goldman Sachs & Co. LLC, with Barclays named second among them, followed by Citigroup, Wells Fargo Securities, Guggenheim Securities, Mizuho, Truist Securities, BMO Capital Markets, Deutsche Bank Securities, KeyBanc Capital Markets, Cantor, CIBC Capital Markets, Capital One Securities, Wedbush Securities and SMBC Nikko. The listing order and typical IPO syndicate conventions indicate Goldman Sachs held the lead left position, with Barclays serving as a senior but non-lead joint bookrunner; the prospectus text available in this excerpt does not explicitly label individual banks' roles beyond listing them on the cover. No legal advisors are disclosed in the excerpted text reviewed for this filing. On deal mechanics, the prospectus states the underwriters had an option to purchase up to an additional 3,525,000 shares if they sold more than 23,500,000 shares, exercisable at the IPO price less underwriting discounts and commissions. Not disclosed in the excerpted text: a precise statement of aggregate gross proceeds (the approximate 752 million dollar figure is derived by multiplying the 23,500,000 share count by the 32.00 dollar offering price rather than appearing as a single verbatim sentence), the explicit designation of which underwriter served as sole lead left bookrunner, and the use of proceeds in detail beyond the cover page terms.

Sophos, a global cybersecurity company backed by Thoma Bravo, entered into a definitive agreement to acquire Secureworks (NASDAQ: SCWX), a cybersecurity leader built around its Taegis extended detection and response (XDR) platform, in an all-cash transaction valued at approximately 859 million dollars. Secureworks shareholders, including majority holder Dell Technologies (NYSE: DELL), were to receive 8.50 dollars per share in cash, representing a 28 percent premium to the unaffected 90-day volume-weighted average price. The combination was framed as uniting Sophos' managed detection and response and endpoint, network, email and cloud security products with Secureworks' Taegis platform and security operations expertise. This record is drawn from an 8-K exhibit (Exhibit 99.1) that Secureworks filed with the SEC on October 21, 2024, containing the companies' joint press release announcing the signed agreement. At the time of filing the deal was newly announced and pending customary closing conditions, with the companies targeting a close in early 2025. On the acquirer's side, the release groups financial advisory and financing roles together: "Goldman Sachs & Co. LLC., Barclays, BofA Securities, HSBC Securities (USA) Inc. and UBS Investment Bank are acting as financial advisors and providing debt financing for the transaction" to Sophos, indicating Barclays served Sophos in a dual capacity as both an M&A financial advisor and a debt financing source, alongside four peer banks, without specifying which bank held a lead role. On the target's side, Piper Sandler & Company and Morgan Stanley & Co. LLC served as financial advisors to Secureworks. Legal counsel to Sophos was provided by Kirkland & Ellis LLP, while Paul, Weiss, Rifkind, Wharton & Garrison LLP served as legal counsel to Secureworks. The release notes that additional information about the merger could be found in Secureworks' Form 8-K filed on the same date, and that Secureworks intended to file an information statement on Schedule 14C with the SEC in connection with the merger, since Dell Technologies' majority ownership position meant stockholder approval could be obtained by written consent rather than a full proxy vote. Not disclosed in this exhibit: the specific allocation of advisory fees or lead roles among the five banks advising Sophos, the amount or terms of the debt financing being arranged, and the actual closing date beyond the general expectation of early 2025.

Semtech Corp, a technology company trading under ticker SMTC, has announced the divestiture of a business unit for a disclosed transaction value of $62 million in USD. This is a mergers and acquisitions transaction, specifically classified as a divestiture within the technology sector. The announcement represents Semtech's decision to divest a portion of its operating business, though the specific business unit or assets being sold are not detailed in the available disclosure. The transaction was announced via an 8-K filing submitted to the SEC on August 13, 2026. The 8-K is the operative disclosure document in this case and appears on SEC EDGAR. The deal has been announced but the current status beyond announcement, including whether it has closed or remains pending, is not specified in the available information. UBS Investment Bank is serving as the financial advisor to Semtech Corp on this divestiture. UBS is identified as the lead financial advisor, though no other financial advisors to either Semtech or any potential purchaser have been disclosed. No legal advisors have been identified or disclosed for this transaction. The transaction is structured as a sale with a disclosed purchase price or consideration of $62 million in USD. However, the specific structure of consideration, such as whether it is being paid in cash, stock, or a combination thereof, is not specified. No information regarding earn-outs, working capital adjustments, or other contingent consideration is available. Several critical details remain undisclosed. The identity of the buyer or purchaser is not named. The specific business unit, division, product line, or assets being divested are not described. No expected closing date or timeline for completion has been provided. The precise structure and form of the $62 million consideration payment, and whether any portion is contingent or subject to adjustment, is not disclosed. Additionally, whether this $62 million represents gross or net proceeds, and whether any transaction expenses or net adjustments are embedded in that figure, is not stated.

This transaction is a cash acquisition representing the closing of a take-private of SolarWinds Corp, a tech sector company, by Turn/River Capital. The deal falls under the M&A product group and carries a disclosed value of $4,400,000,000. The transaction is currently in pending regulatory status. The facts in this briefing are sourced from an SEC EDGAR Form 8-K filed and published on April 16, 2025. On the financial advisory side, Turn/River, the acquirer, retained a syndicate of advisors: J.P. Morgan, Barclays, Santander, and RBC Capital Markets all acted as financial advisors to Turn/River. For SolarWinds, the target, Goldman Sachs & Co. LLC acted as the lead financial advisor, with Jefferies LLC also acting as a financial advisor in a supporting, non-lead capacity. Legal counsel is split by side. Kirkland & Ellis LLP acted as legal counsel for Turn/River, the acquirer. DLA Piper LLP (US) acted as SolarWinds' legal counsel, the target. The facts block confirms this is a cash acquisition marking the closing of SolarWinds' take-private by Turn/River Capital, with a disclosed aggregate value of $4,400,000,000, but provides no further detail on the per-share price, financing sources for Turn/River's acquisition syndicate, or any other structural terms. Several material facts are not disclosed. No expected closing date beyond the April 16, 2025 filing date is given. The per-share purchase price is not specified beyond the aggregate disclosed value, and no detail is provided on the financing structure backing Turn/River's acquisition syndicate.

This deal involves First Advantage Corp (ticker FA), a technology-sector company, as the acquirer, with Sterling Check Corp as the target. The transaction is an M&A deal structured as a cash-and-stock acquisition, and its disclosed value is $2,200,000,000. The facts are sourced from an 8-K filing with the SEC via EDGAR, published February 29, 2024. The deal's status is pending regulatory, indicating it had not yet closed as of that filing. This deal has an unusually large advisory roster on the acquirer side. J.P. Morgan Securities LLC is named as lead financial advisor to First Advantage. In addition, the source material states that BofA Securities, Inc., Barclays Bank PLC, BMO Capital Markets Corp., Jefferies Finance LLC, and RBC Capital Markets all also served as financial advisors to First Advantage, without individual lead designations beyond J.P. Morgan's. On the target side, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc. acted as financial advisors to Sterling, per the source sentence naming both firms together, with no lead designation specified for either. Legal counsel is also disclosed for both sides: Fried, Frank, Harris, Shriver & Jacobson LLP served as Sterling's (the target's) legal counsel in the transaction, while Simpson Thacher & Bartlett LLP served as First Advantage's (the acquirer's) legal counsel. Beyond identifying the transaction as a cash-and-stock acquisition valued at $2,200,000,000, the facts block does not specify the exact mix of cash versus stock consideration, the per-share price, or any other structural terms. Several facts are not disclosed in the available record. The precise cash/stock consideration split is not specified. No expected closing date is given. The record also does not indicate whether any of the five non-lead financial advisors to First Advantage played differentiated roles (e.g., financing versus advisory) beyond the general "financial advisor" designation.

Solaris Energy Infrastructure, Inc., a technology sector company trading under the ticker SEI, is acquiring Stratos (referred to as "the target") in a strategic investment transaction valued at $544 million in U.S. dollars. This represents a merger and acquisition engagement within the technology sector, with Solaris Energy Infrastructure serving as the acquirer. The transaction details are sourced from an SEC EDGAR filing published on December 3, 2025. The specific form type is not currently disclosed. The deal is presently pending regulatory approval, indicating that while the transaction has been announced and advisors engaged, it has not yet closed and remains subject to regulatory scrutiny and approval. Goldman Sachs & Co. LLC served as the lead financial advisor to Stratos, the target company. On the acquirer side, Wells Fargo acted as the lead financial advisor to Solaris Energy Infrastructure. Both firms functioned in a core financial advisory capacity to their respective clients throughout the transaction process. Alston & Bird LLP provided legal counsel to Stratos, the target entity. Holland & Knight served as legal counsel to Solaris Energy Infrastructure, the acquiring company. Both law firms were engaged to handle the legal aspects of their respective clients' participation in the transaction. The transaction is structured as a strategic investment, though the specific consideration mix, payment terms, closing conditions, and other structural mechanics remain undisclosed in the sourced filing. No information has been provided regarding whether the deal involves cash, stock, debt, or some combination thereof, nor are there details on any earnout provisions, escrow arrangements, or phased consideration schedules. The deal timeline and expected closing date have not been disclosed. Additionally, while the total disclosed value is $544 million, the composition of this consideration and the basis for its calculation are not specified. No detail is available regarding any financing arrangements, reverse termination fees, expense caps, or other customary deal protections and mechanics.

Solaris Energy Infrastructure, Inc., a technology sector company trading under ticker SEI, is the acquirer in a strategic investment and business partnership transaction valued at 527 million U.S. dollars. The target company is identified as Stratos. This transaction falls within the mergers and acquisitions product group and is classified as a strategic investment and business partnership subtype rather than a traditional acquisition or merger. The transaction details are sourced from an SEC filing published on the EDGAR system on July 18, 2025. The specific form type is not disclosed in the available information. As of the sourcing date, the transaction remains pending regulatory approval, indicating that it has not yet closed and continues to move through the regulatory review process. Wells Fargo served as financial advisor to Solaris Energy Infrastructure and held a lead advisory role on the acquirer side. On the target company side, Goldman Sachs & Co. LLC acted as financial advisor to Stratos, also in a lead capacity. Both financial advisors were instrumental in structuring and advising on the terms of this transaction. Holland & Knight served as legal counsel to Solaris Energy Infrastructure on the acquirer side, while Alston & Bird LLP provided legal counsel to Stratos, the target company. Both legal advisors guided their respective clients through the transaction documentation and regulatory process. The disclosed transaction value is 527 million U.S. dollars. Beyond this aggregate price, no information regarding the consideration structure, mix of cash or equity components, payment timing, or earn-out provisions has been disclosed. The transaction is structured as a strategic investment and business partnership, though the specific mechanics of how this partnership will be implemented and what operational or ownership arrangements will result remain undescribed. Several material details remain either undisclosed or unknown based on the available filing information. No expected closing date has been provided. The consideration structure, including whether payment will be made entirely in cash, entirely in equity, or through some combination, is not specified. The exact form type of the SEC filing is not identified. Additionally, no information is available regarding deal conditions, termination provisions, representations and warranties, indemnification terms, or the nature and scope of the operational partnership itself.

Streamline Health Solutions Inc., a technology sector company, is the target in a merger transaction valued at $37.4 million. The acquirer is MDaudit. This is a mergers and acquisitions transaction classified as a merger subtype within the technology sector. The transaction information is sourced from an SEC filing published on May 29, 2025. The specific form type was not disclosed in the available materials. As of the publication date, the deal remains pending regulatory approval and has not yet closed. On the financial advisory side, Cain Brothers, a division of KeyBanc Capital Markets, served as the exclusive financial advisor to Streamline Health Solutions and rendered a fairness opinion to its Board of Directors in this capacity. No financial advisors to MDaudit were identified in the available materials. Legal representation was split as follows. Goodwin Procter, LLP served as legal counsel to MDaudit, the acquirer. Troutman Pepper Locke LLP served as legal counsel to Streamline Health Solutions, the target. The transaction is structured as a merger with an aggregate disclosed value of $37.4 million. No details regarding the composition of consideration, whether cash, stock, debt, or any combination thereof, have been disclosed. The specific terms, conditions, and mechanics of the transaction structure are not detailed in the available materials. Several material aspects of this transaction remain undisclosed or unknown. The expected closing date has not been provided. The specific consideration structure and any breakdown between cash and equity components is not disclosed. The regulatory bodies whose approval is required and the current status of those approvals remain unspecified. Additionally, the form type of the SEC filing from which this information is sourced was not identified.

This deal involves TaskUs, Inc. (ticker TASK), a technology-sector company, as the target of a take-private transaction structured as a management buyout with sponsor participation, involving an affiliate of Blackstone together with TaskUs's co-founder and chief executive. The transaction is categorized under the sponsors-coverage product group, and its disclosed value is not stated in the source document. The facts are sourced from an 8-K filing with the SEC via EDGAR, published May 9, 2025. The deal's status is pending regulatory, indicating it had not yet closed as of that filing. Two financial advisors are disclosed, one per side, both designated lead. Evercore Group L.L.C. is serving as financial advisor to the Special Committee of the TaskUs Board of Directors (target side), with the source sentence noting that Cravath, Swaine & Moore LLP is serving as legal counsel to that Special Committee. On the sponsor side, BofA Securities is serving as financial advisor to the Buyer Group, with Simpson Thacher & Bartlett LLP serving as the Buyer Group's legal counsel, per the corresponding source sentence. Legal advisors are disclosed for multiple parties: Cravath, Swaine & Moore LLP is serving as legal counsel to the Special Committee (target side); Simpson Thacher & Bartlett LLP is serving as legal counsel to the Buyer Group (sponsor side); and separately, Latham & Watkins LLP is serving as legal counsel to Bryce Maddock and Jaspar Weir, individuals named in connection with the management buyout, also categorized as sponsor-side counsel in the facts block. Beyond classifying this as a take-private management buyout with sponsor involvement, the facts block does not specify the per-share buyout price or the ownership structure of the post-transaction private company. Several facts are not disclosed in this record. The transaction's dollar value is not stated. No expected closing date is given, and the facts block does not clarify how the Buyer Group, the individuals Bryce Maddock and Jaspar Weir, and the Blackstone affiliate relate to one another in terms of ownership structure.

TaskUs, Inc., a publicly traded provider of outsourced digital services and customer experience solutions trading under ticker TASK, agreed on May 8, 2025 to be taken private by an affiliate of Blackstone together with TaskUs co-founders Bryce Maddock (Chief Executive Officer) and Jaspar Weir (President) in an all-cash transaction. The agreement was disclosed in a Form 8-K filed May 9, 2025 (Item 1.01), with merger vehicle Breeze Merger Corporation to merge with and into TaskUs. Blackstone, through BCP FC Aggregator L.P., and the Maddock and Weir family trusts (the "Continuing Stockholders"), together held approximately 96 percent to 98 percent of the total voting power of TaskUs since its 2021 IPO, making this a controlled-company going-private transaction rather than a competitive sale process. Under the terms of the Agreement and Plan of Merger, TaskUs stockholders other than the Buyer Group were to receive $16.50 in cash per share of Class A and Class B common stock, representing a premium of approximately 26 percent to the company's 30-day volume-weighted average price as of the announcement. TaskUs' financial advisor Evercore Group L.L.C. rendered a fairness opinion to the Special Committee; its selected-transactions analysis referenced an Enterprise Value/LTM Adjusted EBITDA mean and median of 7.6x and 6.8x among comparable BPO transactions (including Concentrix/Webhelp at 11.8x), and its discounted cash flow analyses applied terminal Adjusted EBITDA multiples in ranges such as 4.5x to 5.5x, alongside selected-company benchmark ranges of 5.0x-6.0x EV/2025E Adjusted EBITDA and 4.5x-5.5x EV/2026E Adjusted EBITDA, as disclosed in the DEFM14A. The transaction was structured as all-cash with no financing condition; funds affiliated with BCP FC Aggregator L.P. provided an equity commitment letter, dated May 8, 2025, to fund the full merger consideration, so no new acquisition debt was disclosed. Co-founder and CEO Bryce Maddock said, "The era of AI is upon us, and we are focused on addressing the changes it requires of our business, while helping our clients navigate their own transformations. This strategic transaction will deliver immediate value to stockholders, while enabling TaskUs to make long-term investments to better support both our own business and our clients as we scale and adapt in the AI age." Amit Dixit, Head of Asia Private Equity at Blackstone, said the firm's "continued commitment to TaskUs coupled with our deep expertise in technology services will equip the Company with more flexibility and resources to make the long-term investments in AI capabilities that will be needed to enhance the customer value proposition in the fast-changing environment brought upon by AI." The Special Committee, which was formed March 20, 2025 in response to the Buyer Group's interest in a possible transaction, stated: "With the assistance of leading independent financial and legal advisors, we carefully considered and negotiated the proposed transaction with the Buyer Group. Following our evaluation, we concluded that this transaction is in the best interest of TaskUs and our public stockholders." Evercore Group L.L.C. served as financial advisor and Cravath, Swaine & Moore LLP served as legal counsel to the Special Committee of the TaskUs Board. BofA Securities served as financial advisor and Simpson Thacher & Bartlett LLP served as legal counsel to the Buyer Group (Blackstone, Maddock and Weir). Latham & Watkins LLP served as legal counsel to Bryce Maddock and Jaspar Weir individually. The merger agreement provided for a company termination fee of $39,000,000 payable by TaskUs in specified circumstances, including termination in connection with a superior proposal, and an outside date of December 8, 2025. Innisfree M&A Incorporated was separately engaged as proxy solicitor in connection with the stockholder vote. The transaction did not close. TaskUs held a special meeting of stockholders on October 8, 2025 (after prior adjournments, including one from September 10, 2025) to vote on the Merger Agreement Proposal, and the requisite stockholder approval, which required a majority of votes cast by unaffiliated stockholders in addition to overall majority approval, was not obtained. As a result, on October 9, 2025, Breeze Merger Corporation and TaskUs entered into a mutual agreement to terminate the Merger Agreement, effective immediately, with mutual releases of claims and no termination fee payable by either party, as disclosed in a Form 8-K filed October 9, 2025 (Item 1.02). The related Voting and Support Agreements with BCP FC Aggregator L.P., the Maddock trusts, and the Weir trusts terminated automatically upon termination of the Merger Agreement. TaskUs has continued to operate and file as a public company since the termination, including holding its 2026 Annual Meeting of Stockholders on May 21, 2026 and filing a Form 10-K for fiscal year 2025 and subsequent Form 10-Qs.

This deal is an all-stock merger between the Interpublic Group of Companies, Inc., the target, and Omnicom Group Inc. (ticker OMC), the acquirer, both companies in the tech sector per the facts block's sector classification. The transaction is classified under the M&A product group, and no disclosed deal value is stated in the source documents. The facts block draws on a substantial set of SEC EDGAR filings: a DEFM14A published January 30, 2025; an 8-K published December 9, 2024; two 8-Ks published November 26, 2025; an 8-K with Exhibit 99.2 published December 9, 2024; an unspecified form published January 30, 2025; an 8-K with Exhibit 99.1 published December 9, 2024; and an 8-K with Exhibit 2.1 published December 9, 2024. The deal's current status is closed. On the financial advisory side, PJT Partners served as financial advisor to Omnicom, the acquirer, and is designated as lead advisor in that role. Morgan Stanley served as financial advisor to Interpublic, the target, and is likewise designated as lead advisor. Legal counsel was also disclosed for both parties. Willkie Farr & Gallagher LLP served as legal advisor to Interpublic, the target. Latham & Watkins LLP served as legal advisor to Omnicom, the acquirer. Beyond its classification as an all-stock merger, the facts block does not provide further detail on the exchange ratio or other specific terms of the stock consideration. Several facts are not disclosed in the source material. The disclosed deal value is not stated anywhere in the facts block despite the breadth of filings cited. No further detail is given on the specific stock exchange ratio or other consideration mechanics beyond the "all-stock" characterization. The facts block also does not specify the date on which the deal closed, only that its status is now closed.

TrueCar, Inc. (NASDAQ: TRUE), a technology sector automotive digital marketplace, agreed to be acquired by Fair Holdings, Inc., an entity led by TrueCar founder Scott Painter, in an all-cash going-private transaction. The deal was announced on October 15, 2025 in a Form 8-K that attached the Agreement and Plan of Merger (dated October 14, 2025) among TrueCar, Fair Holdings, Inc. ("Parent") and its wholly owned merger subsidiary, Rapid Merger Subsidiary, Inc. Under the agreement, TrueCar stockholders were entitled to receive $2.55 per share in cash, implying an equity value of approximately $227 million based on basic shares outstanding at signing. The transaction closed on January 21, 2026, with Merger Subsidiary merging into TrueCar, which became a wholly owned subsidiary of Fair Holdings; TrueCar's common stock ceased trading on Nasdaq and the company's Exchange Act reporting obligations were terminated. The board's October 15, 2025 press release stated the transaction was approved unanimously following "an extensive strategic review process initiated in late 2024, which included discussions with a number of potential strategic and financial counterparties." Barbara Carbone, Chair of the TrueCar Board, said the Board "unanimously approved this transaction after a thorough and careful evaluation of potential value creation opportunities." The definitive merger proxy (DEFM14A, filed November 24, 2025) discloses that Scott Painter first contacted CEO Jantoon Reigersman on September 6, 2024 to express interest in acquiring the company, and that Fair's initial unquantified offer on September 10, 2024 was followed by a September 30, 2024 letter proposing $4.63 per share, well above the eventual $2.55 deal price; TrueCar's common stock closed at $3.23 on October 1, 2024 and $3.31 on September 19, 2024 during that period. Morgan Stanley was engaged as financial advisor on October 8, 2024 to run a process alongside the Fair negotiation. Morgan Stanley's discounted cash flow analysis, using management case projections and a 21.0% to 25.0% discount rate with a 2.0% to 4.0% perpetuity growth rate, indicated an implied per-share equity value range of $2.35 to $2.80, bracketing the $2.55 deal price. Separately, a scenario analysis referenced in the proxy showed a range of $2.20 to $3.55 per share under management case projections versus $1.25 to $1.65 per share under TrueCar Street consensus projections. Morgan Stanley delivered a written fairness opinion dated October 14, 2025 that the merger consideration was fair, from a financial point of view, to TrueCar stockholders other than excluded and rollover shares. The transaction required approximately $248 million in total funds to pay stockholders, settle equity awards, and cover transaction expenses of both parties (the "Required Amount"). Financing was structured as a combination of an equity commitment, TrueCar's own cash on hand, and additional capital to be raised from a syndicate of investors. Alpha Auto 2, LLC, defined in the proxy as the "Investor," entered into an Equity Commitment Letter providing Parent a $164 million equity commitment, and deposited $15 million as an advance against that commitment and as security for a reverse termination fee. The merger agreement additionally required Parent to obtain at least $60 million of additional equity or debt commitments (the "Additional Financing Condition") from a syndicate described by the company as expected to include "seasoned leaders and institutions across automotive retail, finance, and technology." At closing, Fair Holdings entered into a Rollover and Contribution Agreement with Auto Holdings, LLC, an affiliate of AutoNation, Inc., under which AutoNation's TrueCar shares were rolled over into equity of Parent rather than cashed out. The merger agreement provided for an $8,000,000 termination fee payable by TrueCar to Parent in specified circumstances, including termination following a failure to obtain stockholder approval after an adverse recommendation change, or termination by TrueCar to accept a superior proposal. It also provided for a $15,000,000 reverse termination fee payable by Parent to TrueCar (with TrueCar entitled to retain the $15 million deposit in satisfaction of that obligation) if Parent breached its obligations or failed to close, and for reimbursement of up to $3,000,000 of Parent's transaction expenses in certain no-vote termination scenarios. The agreement also included a 30-day go-shop period that expired at 11:59 p.m. Pacific Time on November 13, 2025. TrueCar held a special meeting of stockholders on December 22, 2025, at which the merger proposal was approved by 69,723,284 shares for versus 84,731 against and 311,685 abstentions, representing approval by stockholders holding roughly 78.83% of the 88,940,050 shares outstanding as of the November 13, 2025 record date. TrueCar's largest stockholder, Caledonia (Private) Investments Pty Limited and Caledonia US, LP, had committed to vote in favor of the transaction. Upon closing, announced in a January 21, 2026 press release, Scott Painter returned as TrueCar's Chief Executive Officer, and the investor group was disclosed to include PenFed Credit Union, Zurich North America, AutoNation, Atlantic Coast Automotive, Impel AI, ID.me, CRIF, and In The Car. James Schenck, President and CEO of PenFed, joined the board of Fair Holdings, Inc., and Georg Bauer, a former Mercedes, BMW and Tesla executive, was named Chairman of Fair Holdings. Painter said the company's mandate was "to operate with discipline and focus on generating real and sustainable profit," and that TrueCar "remains an important and highly relevant platform that touches nearly 10% of all U.S. car buyers." Morgan Stanley & Co. LLC acted as exclusive financial advisor to TrueCar, and Alston & Bird LLP acted as lead legal counsel to TrueCar; Joele Frank, Wilkinson Brimmer Katcher served as TrueCar's strategic communications advisor. B. Riley Securities, Inc. acted as financial advisor and Perkins Coie LLP acted as legal counsel to Fair Holdings, Inc.

TrueCar, Inc. (NASDAQ: TRUE), a technology sector company operating a digital automotive marketplace, has completed its acquisition by Fair Holdings, Inc., an entity led by TrueCar founder Scott Painter, in an all-cash go-private transaction. The deal was announced on October 15, 2025 and closed on January 21, 2026, after a merger subsidiary of Fair Holdings merged with and into TrueCar. TrueCar is now a wholly-owned subsidiary of Fair Holdings, its shares have ceased trading on Nasdaq, and the company has become privately held. Under the merger agreement, TrueCar stockholders received $2.55 per share in cash, for an aggregate equity value of approximately $227 million based on then-outstanding shares. The definitive merger proxy statement disclosed that TrueCar's closing stock price on October 13, 2025 (the last trading day before announcement) was $1.43 per share, implying the $2.55 offer was roughly 78 percent above that level, though the proxy itself does not state a premium percentage explicitly. The $2.55 price was below TrueCar's 52-week high closing price of $4.62 as of October 13, 2025. The transaction followed a strategic review process that began in September 2024, when Painter's Fair Holdings first approached then-CEO Jantoon Reigersman about acquiring the company. Fair Holdings' proposed price moved considerably during negotiations: an initial unquantified-premium proposal in September 2024 was followed by a $4.63-per-share proposal on October 1, 2024, before the price was renegotiated downward through 2025 amid financing uncertainty, reaching $2.58 per share (based on debt-financing capacity) in September 2025, then $2.50 per share on October 3, 2025, before settling at the final $2.55 per share on October 4, 2025. During the process, TrueCar's financial advisor Morgan Stanley & Co. LLC solicited interest from other potential counterparties referred to in the proxy as Party A, Party B, Party C, Party D, Party E and Stockholder A; several requested more time for diligence, and ultimately none submitted a superior proposal, leaving Fair Holdings as the sole bidder that reached a signed agreement. Morgan Stanley rendered a fairness opinion dated October 14, 2025 concluding the merger consideration was fair, from a financial point of view, to TrueCar stockholders (other than excluded shares). Its selected comparable company analysis, using CarGurus, Inc. and Cars.com Inc. as the core peer set, applied AV/2026E Adjusted EBITDA multiples of 5.0x to 10.0x, implying per-share values of $1.95 to $2.90 using management projections and $1.25 to $1.45 using Street consensus projections. A discounted cash flow analysis, using a 2.0%-4.0% perpetuity growth rate and a 21.0%-25.0% discount rate on management-case projections, implied a per-share equity value range of $2.35 to $2.80. For reference only, Morgan Stanley also noted broker price targets (12-month, undiscounted range of $2.00-$3.25, discounted to $1.63-$2.64) and a precedent premiums paid analysis applying a 20%-51% premium range to the $1.43 pre-announcement closing price, implying $1.70-$2.15 per share. TrueCar management's internal projections, prepared in October 2025 on a standalone basis, forecasted revenue growing from $184 million in 2025E to $461 million in 2029E, and Adjusted EBITDA moving from negative $3 million in 2025E to $101 million in 2029E, including contributions from the company's TrueCar+ initiative. These figures were presented to illustrate standalone prospects considered by the board and Morgan Stanley and do not reflect any post-merger operating plan. The transaction was financed through a combination of an equity commitment from an affiliate of a large dealer group (the Investor) and cash on TrueCar's balance sheet. Per an Equity Commitment Letter dated October 14, 2025, the Investor committed $164 million of equity financing to Fair Holdings and deposited $15 million into escrow as security for a reverse termination fee. The merger agreement provided for a Company Termination Fee of $8.0 million payable by TrueCar to Fair Holdings in specified circumstances (reduced to $4.0 million for a superior proposal accepted during or shortly after a 30-day go-shop period), and a Parent Termination Fee of $15.0 million payable by Fair Holdings to TrueCar if the buyer failed to close or breached the agreement in specified ways, which was pre-funded into escrow at signing. TrueCar's largest stockholder, Caledonia (Private) Investments Pty Limited and Caledonia US, LP, signed a support agreement committing to vote in favor of the deal. At the January 21, 2026 closing, in addition to the per-share cash consideration, outstanding vested RSUs and qualifying performance stock units were cashed out at the $2.55 merger consideration per underlying share, in-the-money stock options were cashed out net of exercise price, and unvested RSUs were converted into contingent cash awards that continue to vest on their original schedules. Separately, Auto Holdings, LLC, an affiliate of AutoNation, Inc., entered into a rollover and contribution agreement with Fair Holdings under which it contributed its TrueCar shares in exchange for equity in Fair Holdings rather than cash, becoming part of the post-closing ownership group. TrueCar stockholders approved the merger at a December 22, 2025 special meeting, with approximately 78.83 percent of outstanding shares represented and the merger proposal passing with 69,723,284 shares in favor versus 84,731 against. The merger agreement's outside (long-stop) date was February 28, 2026, and the deal closed ahead of that date. Following closing, TrueCar's common stock ceased trading on Nasdaq effective the close of business on January 21, 2026, and the company filed to deregister its shares and suspend SEC reporting obligations. Scott Painter returned as CEO of TrueCar and also serves as CEO of parent Fair Holdings, Inc.; prior board members Barbara A. Carbone, Jantoon E. Reigersman, Brendan L. Harrington, Faye M. Iosotaluno and Diego A. Rodriguez resigned, and Painter became sole director. The post-closing ownership and partner group named in the closing announcement includes PenFed Credit Union, Zurich North America, AutoNation, Atlantic Coast Automotive, Impel AI, ID.me, CRIF and In The Car; PenFed's CEO James Schenck joined the Fair Holdings board. Morgan Stanley & Co. LLC acted as exclusive financial advisor and rendered the fairness opinion to TrueCar's board; Alston & Bird LLP acted as lead legal counsel to TrueCar; Joele Frank, Wilkinson Brimmer Katcher served as TrueCar's strategic communications advisor. B. Riley Securities, Inc. acted as financial advisor to Fair Holdings, and Perkins Coie LLP acted as legal counsel to Fair Holdings. Greenberg Traurig LLP acted as counsel to the Investor providing the equity financing commitment.

This deal is a cash acquisition structured as a go-private transaction, classified as an M&A deal in the tech sector, involving TrueCar, Inc. as target and Fair Holdings, Inc. as acquirer. The disclosed value of the transaction is $227,000,000. The transaction is sourced from an 8-K filing with the SEC, filed via SEC EDGAR and published on October 15, 2025. The deal's current status is pending regulatory approval. On the financial advisory side, Morgan Stanley & Co. LLC acted as exclusive financial advisor to TrueCar, the target, in a lead capacity. B. Riley Securities, Inc. acted as financial advisor to Fair Holdings, Inc., the acquirer, also in a lead capacity, with each advisor paired with its respective legal counsel in the source material. On the legal side, Alston & Bird LLP acted as lead legal counsel to TrueCar, the target, while Perkins Coie LLP acted as legal counsel to Fair Holdings, Inc., the acquirer. Beyond the cash consideration and go-private structure, with a disclosed deal value of $227,000,000, no further detail on per-share pricing or financing arrangements is provided in the facts block. Several items are not disclosed in the available record. No further structural detail beyond the cash acquisition and go-private classification is given, and no expected closing date or further timeline detail beyond the October 2025 filing date and pending-regulatory status is provided.

Twitter, Inc. (NYSE: TWTR) announced a definitive agreement to be acquired by an entity wholly owned by Elon Musk for 54.20 dollars per share in cash, in a transaction the release values at approximately 44 billion dollars. The purchase price represented a 38 percent premium to Twitter's closing stock price on April 1, 2022, the last trading day before Musk disclosed his roughly 9 percent stake in the company. Upon completion, Twitter was to become a privately held company, delisted from public trading. This record comes from an 8-K exhibit (Exhibit 99.1) Twitter filed with the SEC on April 25, 2022, containing the companies' joint press release announcing the signed merger agreement, one of the most widely covered technology M&A transactions of the period. At the time of this filing, the deal had just been unanimously approved by Twitter's board and was pending approval by Twitter stockholders, applicable regulatory clearances, and other customary closing conditions, with closing targeted for later in 2022. On the financial advisory side, Goldman Sachs & Co. LLC, J.P. Morgan and Allen & Co. served as financial advisors to Twitter. On the acquirer's side, Morgan Stanley is described as acting as lead financial advisor to Mr. Musk, with the release stating plainly that "BofA Securities and Barclays are also acting as financial advisors" to Musk, placing Barclays among the secondary advisors supporting Morgan Stanley on the buy side of this take-private. Legal counsel to Twitter was provided by Wilson Sonsini Goodrich & Rosati and Simpson Thacher & Bartlett LLP, while Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel to Musk's acquisition vehicle. On deal structure, the release discloses that Musk secured 25.5 billion dollars of fully committed debt and margin loan financing alongside an approximately 21.0 billion dollar equity commitment, and states there were no financing conditions to closing. Not disclosed in this exhibit: the specific allocation of advisory responsibilities or any fee arrangements among Morgan Stanley, BofA Securities and Barclays on the buy side; the precise identity of the financing banks providing the debt and margin loan package; and the actual closing date, since only an expectation of closing sometime in 2022 is given (the transaction in fact experienced significant subsequent disputes and amendments not reflected in this initial announcement).

This is a senior secured notes offering combined with a tender offer and consent solicitation, classified under the debt capital markets (dcm) product group, in the tech sector, with Unisys Corp (ticker UIS) as issuer. The disclosed transaction value is $700,000,000. The facts are sourced from an 8-K filed with the SEC via EDGAR, published on June 17, 2025. The deal's current status is pending regulatory review. No financial advisors were extracted for this deal in the facts block provided. No legal advisors were extracted for this deal either, so counsel to Unisys or to any underwriters involved in the notes offering is not known from this record. Beyond the classification of this transaction as a senior secured notes offering combined with a tender offer and consent solicitation, with a disclosed size of $700,000,000, no further detail on the notes' coupon, maturity, or the specific securities being tendered for or subject to the consent solicitation is included in the facts provided. Several items are not disclosed in this record: no financial advisors or underwriters are identified, no legal advisors are identified, the coupon and maturity of the new senior secured notes are not specified, and no expected closing date is given beyond the pending-regulatory status. This is notably one of the thinner facts blocks in this batch, with no advisor information of any kind.

Vertiv Holdings Co, trading under ticker VRT, announced on September 2, 2026 that its wholly-owned subsidiary Vertiv Corporation has entered into an agreement and plan of merger to acquire Utility Innovation Holdings, Inc., which operates as UtilityInnovation Group (UIG), a privately held provider of microgrid controls, onsite generation and energy storage orchestration, and behind-the-meter power architecture for data centers. The acquisition will be effected through a merger of Vultra Merger Sub, Inc., a wholly-owned subsidiary of Vertiv Corporation, with and into UIG, with UIG surviving as an indirect wholly-owned subsidiary of Vertiv Holdings Co. The transaction was disclosed in a Form 8-K filed with the SEC that attached both the Agreement and Plan of Merger (Exhibit 2.1) and a press release (Exhibit 99.1). Under the terms of the agreement, UIG's stockholders and other equity holders will receive approximately $1.45 billion in cash at closing, subject to customary adjustments for working capital, indebtedness and transaction expenses, plus additional potential cash consideration of up to $1.15 billion, payable in two tranches if earned. The merger agreement structures this contingent consideration as a 2027 Earnout Amount and a 2028 Earnout Amount, each capped at $575,000,000, tied to UIG's Adjusted EBITDA performance over defined earnout periods running from October 1, 2026 through September 30, 2027 and September 30, 2028, respectively, measured against EBITDA targets set in a schedule to the agreement. Under the formula for both tranches, if Adjusted EBITDA for the applicable period comes in below 50 percent of that period's EBITDA target, the corresponding earnout amount is reduced to zero. At the approximately $1.45 billion upfront purchase price, Vertiv said the acquisition represents approximately 13 times UIG's expected 2027 EBITDA, a multiple the company said is anticipated to be significantly lower if the full earnout is paid. Vertiv stated it expects to fund the acquisition from existing resources, and no new debt issuance or stock consideration has been disclosed in connection with the deal. Vertiv said it expects the acquisition to be accretive to adjusted earnings per share in the first year following completion; no specific EPS accretion figure, leverage impact, or pro forma combined financial metrics were disclosed. Strategically, Vertiv said the deal is intended to extend its power and cooling portfolio upstream to the grid interconnect, adding microgrid controls, onsite generation and energy storage orchestration, and behind-the-meter power architecture to help data center operators secure power faster amid growing grid constraints on AI infrastructure deployment. Vertiv CEO Gio Albertazzi said, "For AI data center operators, competitive advantage increasingly depends on how quickly they can move from site selection to first token. Vertiv has the most complete power and cooling portfolio in the industry. With UIG, we anticipate extending that portfolio upstream to the utility interconnect and onsite power sources, creating a coordinated architecture from source to chip without tying customers to a single generation technology or supplier." He added that the combination is expected to help the companies "support grid-connected sites, bridge-to-grid deployments and islanded sites supplied by onsite generation, while reducing complexity from site planning through rack-level deployment." UIG Founder and CEO Sidney Hinton, who also serves as the Seller Representative under the merger agreement, said UIG "was founded to solve increasingly complex power challenges for data center operators through flexible, technology-agnostic architectures," and that "Vertiv's global scale, critical infrastructure portfolio and service capabilities make it a strong strategic fit for what we have built." UIG was founded in 2020 and is headquartered in Raleigh, North Carolina, with a European headquarters in Dublin, Ireland, and manufacturing operations in North Carolina and New Jersey. Per the press release, the company's technology includes a proprietary controls platform and pre-engineered microgrid switchgear designed to orchestrate multiple power sources in real time, with pre-validated reference designs for grid-connected, bridge-to-grid and islanded sites across the United States and Europe. J.P. Morgan Securities LLC is acting as financial advisor to Vertiv, and Buchanan Ingersoll & Rooney PC is serving as its legal counsel. Morgan Stanley & Co. LLC is acting as financial advisor to UIG, and Davis Polk & Wardwell LLP is serving as its legal counsel. The transaction has not yet closed. It is subject to regulatory approvals and customary closing conditions, including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and is expected to close in the fourth quarter of 2026. The merger agreement sets an Outside Date (termination deadline) of 120 calendar days after the September 1, 2026 signing date, automatically extended to 210 days if all conditions other than regulatory-approval-related conditions have been satisfied or waived by that date. No termination fee provision was identified in the portions of the merger agreement reviewed. No closing 8-K, vote-result filing, or pro forma financial statements have been filed as of this update.

This transaction is an M&A deal in which Forum Energy Technologies, Inc. (ticker FET), classified in the tech sector for purposes of this record, acquires Variperm Energy Services in a cash-and-stock acquisition. The disclosed transaction value is $150,000,000. The target, Variperm, is identified in the sourcing material as an energy services business, while the sector tag applied to the record is tech. The facts are sourced from an 8-K filed with the SEC via EDGAR, published on January 8, 2024. The deal's current status is pending regulatory review. On the financial advisory side, TPH&Co., the energy business of Perella Weinberg Partners, represented Variperm as financial advisor, per language stating that "Variperm was represented by TPH&Co., the energy business of Perella Weinberg Partners, as financial advisor." On the acquirer side, Goldman Sachs & Co. LLC represented Forum Energy Technologies as financial advisor, consistent with the statement that "FET was represented in the transaction by Goldman Sachs & Co. LLC as financial advisor." No lead or non-lead designation is specified for either advisor in the facts provided. Legal counsel is disclosed for both sides. Variperm was represented by Vinson & Elkins LLP and Bennett Jones LLP as legal counsel. Forum Energy Technologies was represented by Gibson, Dunn & Crutcher LLP and Goodmans LLP as legal counsel. The pairing of US and Canadian firms on each side (Vinson & Elkins with Bennett Jones for the target, and Gibson Dunn with Goodmans for the acquirer) reflects the cross-border nature of the deal as described in the source sentences. Beyond the classification of the transaction as a cash-and-stock acquisition and the $150,000,000 disclosed value, no further detail on the specific mix of cash versus stock consideration, financing structure, or other terms is included in the facts provided. Several items are not disclosed in the available record: the precise split between cash and stock consideration is not specified, no expected closing date is given beyond the pending-regulatory status, and no lead designation is assigned to either financial advisor.

This is a prepackaged Chapter 11 reorganization in the tech sector, with Wolfspeed, Inc. (ticker WOLF) as issuer. The product group is restructuring. The disclosed value is not stated in the source document(s). The facts are sourced from an 8-K filed with the SEC via EDGAR, published on July 1, 2025. The deal's current status is pending regulatory review. Two financial advisors are identified, both engaged by the company and both serving in a lead, investment-banker capacity. JP Morgan and Perella Weinberg Partners were both engaged as investment bankers, per the source sentence: "Consequently, in February 2025, the Company engaged JP Morgan ('JPM') and Perella Weinberg Partners, as investment bankers, and Latham, as counsel, to assist the Company in this process." This indicates the engagement of both banks dates to February 2025, ahead of the Chapter 11 filing itself. One legal advisor is identified: Latham & Watkins LLP, referred to in the source sentence simply as "Latham," serving as counsel to the issuer, per the same source sentence referenced above. Beyond the classification of this matter as a prepackaged Chapter 11 reorganization, with JP Morgan and Perella Weinberg Partners engaged as investment bankers since February 2025, no further detail on the specific reorganization terms, such as the treatment of existing debt or equity, is included in the facts provided. Several items are not disclosed in this record: the transaction value is not stated, the specific terms of the reorganization plan (such as recovery rates for creditors or equityholders) are not given, and no expected emergence or closing date is given beyond the pending-regulatory status.