Governance Changes

PENNS WOODS BANCORP INC: Bylaws of Penns Woods ceased to be in effect; Northwest's amended and restated bylaws became operative by operation of law upon merger.

“At the Effective Time, the Articles of Incorporation, as amended, of Penns Woods and the Bylaws of Penns Woods ceased to be in effect by operation of law and the organizational documents of Northwest (as successor to Penns Woods by operation of law) remained the Articles of Incorporation of and the Amended and Restated Bylaws of Northwest”

PENNS WOODS BANCORP INC: Articles of Incorporation of Penns Woods ceased to be in effect; Northwest's articles became operative by operation of law upon merger.

“At the Effective Time, the Articles of Incorporation, as amended, of Penns Woods and the Bylaws of Penns Woods ceased to be in effect by operation of law and the organizational documents of Northwest (as successor to Penns Woods by operation of law) remained the Articles of Incorporation of and the Amended and Restated Bylaws of Northwest”

PARK NATIONAL CORP /OH/: Amended Code of Business Conduct and Ethics for readability and alignment with other governance documents (effective 2025-07-25).

“On July 25, 2025, the Board of Directors (the “Park Board”) of Park approved certain amendments to Park’s Code of Business Conduct and Ethics (the “Code”).”

SIGMATRON INTERNATIONAL INC: Bylaws amended and restated in their entirety upon merger effective time.

“the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety”

SIGMATRON INTERNATIONAL INC: Certificate of incorporation amended and restated in its entirety upon merger effective time.

“the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety”

CIVISTA BANCSHARES, INC.: Amendments to Amended and Restated Code of Regulations including updates for Ohio General Corporation Law, technical, clarifying and modernizing changes (effective 2025-07-22).

“On July 22, 2025, the Board of Directors (the “Board”) of Civista Bancshares, Inc. (the “Company”) adopted and approved amendments to the Company’s Amended and Restated Code of Regulations as permitted by Section 11.01 thereof (as so amended, the “Second Amended Regulations”).”

BankFinancial CORP: Board approved and adopted an amendment and restatement of the bylaws to provide stockholders concurrent power to amend bylaws, declassify the board, and adopt majority voting in uncontested elections, effective upon stockholder approval of charter amendment (effective 2025-07-21).

“On December 3, 2024, the Board approved and adopted an amendment and restatement of the Bylaws to, among other matters, (a) provide stockholders with the concurrent power to amend, alter or repeal the Bylaws or adopt new provisions of the Bylaws by the affirmative vote of stockholders entitled to cast a majority of the votes entitled to be cast on the matter, (b) declassify the Board and (c) provide for the election of a nominee for director in an uncontested election by the affirmative vote of a majority of the total votes cast for and against such nominee (the “Second Amended and Restated Bylaws”).”

BankFinancial CORP: Stockholders approved an amendment to the charter providing that the board's power to amend bylaws is non-exclusive and permitting stockholders concurrent power to amend bylaws (effective 2025-07-24).

“the stockholders of the Company approved an amendment to the charter of the Company providing that the power of the board of directors of the Company (the “Board”) to amend the bylaws of the Company (the “Bylaws”) is non-exclusive and permitting an amendment of the Bylaws to provide the stockholders of the Company with the concurrent power to amend the Bylaws (the “Charter Amendment”).”

XWELL, Inc.: Lowered stockholder vote requirement for matters other than director elections from majority of voting power of shares present to majority of votes cast (excluding abstentions and broker non-votes), with corresponding change for class votes (effective 2025-07-24).

“On July 24, 2025, the board of directors of XWELL, Inc. (the “ Company ”) approved the first amendment (the “ First Amendment ”) to the Third Amended and Restated Bylaws of the Company (the “ Bylaws ”), effective as of the same date.”

Northwest Natural Holding Co: Adoption of amended and restated bylaws with changes to shareholder meeting procedures, advance notice deadlines, and other governance updates (effective 2025-07-23).

“Effective July 23, 2025, the Board of Directors (Board) of Northwest Natural Holding Company (Company or NW Holdings) approved the amendment and restatement of NW Holdings’ Amended and Restated Bylaws (Bylaws).”

Velo3D, Inc.: Certificate of Amendment to effect a 1-for-15 reverse stock split of common stock, effective July 28, 2025 (effective 2025-07-28).

“On July 25, 2025, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Charter with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, effective as of July 28, 2025.”

Verve Therapeutics, Inc.: Amended and restated bylaws in their entirety.

“Pursuant to the terms of the Merger Agreement, the certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time, and the bylaws of the Company were amended and restated in their entirety, effective as of immediately following the Effective Time.”

Verve Therapeutics, Inc.: Amended and restated certificate of incorporation in its entirety.

“Pursuant to the terms of the Merger Agreement, the certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time, and the bylaws of the Company were amended and restated in their entirety, effective as of immediately following the Effective Time.”

CoinShares Bitcoin ETF: Amended Certificate of Trust to change trust name from CoinShares Valkyrie Bitcoin Fund to CoinShares Bitcoin ETF (effective 2025-07-25).

“On July 25, 2025, the Sponsor caused a Certificate of Amendment to the Trust’s Certificate of Trust to be filed with the Secretary of State of the State of Delaware in order to change the name of the Trust from “ CoinShares Valkyrie Bitcoin Fund ” to “CoinShares Bitcoin ETF”.”

McGraw Hill, Inc.: Amended and Restated Bylaws became effective July 23, 2025 (effective 2025-07-23).

“the Company’s Amended and Restated Bylaws (the “Bylaws”) became effective on such date.”

McGraw Hill, Inc.: Second Amended and Restated Certificate of Incorporation filed and effective July 23, 2025 (effective 2025-07-23).

“On July 23, 2025, the Company filed a Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware, and the Company’s Amended and Restated Bylaws (the “Bylaws”) became effective on such date.”

Haymaker Acquisition Corp. 4: Shareholders approved an amendment to extend the company's deadline to complete a business combination from July 28, 2025 to July 28, 2026, with monthly extensions for up to twelve months (effective 2025-07-24).

“On July 24, 2025, Haymaker Acquisition Corp. 4 (the “ Company ”) held an annual general meeting of shareholders (the “ Shareholder Meeting ”) at which the Company’s shareholders approved a proposal to amend the Company’s amended and restated memorandum and articles of association (as amended, the “ Memorandum and Articles of Association ”) to extend the date by which the Company has to consummate a business combination on a monthly basis for up to twelve times from July 28, 2025 to July 28, 2026 (the “ Extension Amendment Proposal ”).”

Sharplink, Inc.: Increased authorized shares of common stock from 100,000,000 to 500,000,000 (effective 2025-07-24).

“to increase the number of authorized shares of the Company’s common stock, par value $0.0001 per share, from 100,000,000 to 500,000,000”

CENTRAL PACIFIC FINANCIAL CORP: Amended and restated bylaws enhancing shareholder nomination procedures, meeting conduct, voting standards, and making non-substantive changes (effective 2025-07-24).

“On July 24, 2025, the Company’s board of directors (the "Board") approved and adopted the Company’s amended and restated bylaws (the "Amended and Restated Bylaws"), which became immediately effective.”

REGAL REXNORD CORP: The Board of Directors approved an amendment and restatement of the Bylaws to provide flexibility for remote shareholder meetings, align with universal proxy rules, and make other clarifying and conforming changes (effective 2025-07-22).

“On July 22, 2025, the Board of Directors of Regal Rexnord Corporation (the “ Company ”) approved an amendment and restatement of the Company’s Amended and Restated Bylaws (the “ Bylaws ”), including to (a) amend Sections 2.03, 2.04, and 2.06 of Article II of the Bylaws to give the Company flexibility to hold meetings of its shareholders by means of remote communication as authorized under Section 180.0709 of the Wisconsin Business Corporation Law (the “WBCL”) if deemed necessary or appropriate; (b) align Sections 2.09 and 2.13 of Article II of the Bylaws with the Securities and Exchange Commission’s requirements regarding universal proxies pursuant to Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended; and (c) make certain other clarifying and conforming changes, including to align with the Company’s Corporate Governance Guidelines and the WBCL.”

TRIUMPH GROUP INC: Amended and restated the Bylaws in their entirety.

“Immediately following the Effective Time, the Certificate of Incorporation and Bylaws of the Company were amended and restated in their entirety to be in the form of the Fourth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, respectively, of the Company, as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference into this Item 5.03.”

TRIUMPH GROUP INC: Amended and restated the Certificate of Incorporation in its entirety.

“Immediately following the Effective Time, the Certificate of Incorporation and Bylaws of the Company were amended and restated in their entirety to be in the form of the Fourth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, respectively, of the Company, as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference into this Item 5.03.”

UNIVEST FINANCIAL Corp: Amended Bylaws to clarify existing plurality voting standard for annual director elections (effective 2025-07-23).

“On July 23, 2025, the Board of Directors of the Corporation amended the Corporation's Bylaws to clarify the existing plurality voting standard to be used in the annual election of directors.”

ESSA Bancorp, Inc.: Upon merger, ESSA ceased to exist; its articles and bylaws ceased by operation of law, and CNB's governing documents remained in effect as the surviving entity.

“As a result of the Merger, at the Effective Time, ESSA ceased to exist and the Articles of Incorporation and the Bylaws of ESSA ceased to be in effect by operation of law.”

MidWestOne Financial Group, Inc.: Amended Bylaws to provide flexibility to extend a director's service beyond the fixed period in Section 3.14 (effective 2025-07-22).

“On July 22, 2025, the Company's Board voted to amend the Company's Third Amended and Restated Bylaws, As Amended (the "Bylaws"). The amendments to the Bylaws were effective immediately and related to the following: a. provided the Company with flexibility to extend a director's service beyond the fixed period currently in the Bylaws (Section 3.14 of the Bylaws)”

Mersana Therapeutics, Inc.: 1-for-25 reverse stock split effected via Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation (effective 2025-07-25).

“On July 24, 2025, Mersana Therapeutics, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Fifth Amended and Restated Certificate of Incorporation, as amended, (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, which will effect, as of 5:00 p.m. Eastern Time, on July 25, 2025 (the “Effective Time”), a 1-for-25 reverse stock split (the “Reverse Stock Split”) of the issued and outstanding shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”).”

SPRUCE BIOSCIENCES, INC.: Amendment to Certificate of Incorporation to effect a 1-for-75 reverse stock split (effective 2025-08-04).

“On July 23, 2025, Spruce Biosciences, Inc., a Delaware corporation (the “Company”), filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), to effect a one-for-seventy-five (1:75) reverse stock split of its outstanding common stock, effective as of August 4, 2025 (the “Reverse Stock Split”).”

FORUM MARKETS Inc: Increased authorized shares of common stock from 100,000,000 to 1,000,000,000 (effective 2025-07-24).

“On July 24, 2025, at the Annual Meeting of the Company, the stockholders of the Company approved, among other things, an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the Company’s authorized number of shares of common stock from one hundred million (100,000,000) shares to one billion (1,000,000,000) shares”

CARLSMED, INC.: Amended and restated bylaws became effective upon IPO closing (effective 2025-07-24).

“and its amended and restated bylaws (the “Bylaws”) became effective, in connection with the closing of the initial public offering of shares of the Company’s common stock”

CARLSMED, INC.: Amended and restated certificate of incorporation effective upon IPO closing (effective 2025-07-24).

“On July 24, 2025, Carlsmed, Inc. (the “Company”) filed its amended and restated certificate of incorporation (the “Certificate of Incorporation”), and its amended and restated bylaws (the “Bylaws”) became effective, in connection with the closing of the initial public offering of shares of the Company’s common stock”

TriSalus Life Sciences, Inc.: Amended Certificate of Designations for Series A Convertible Preferred Stock to permit mandatory conversion upon closing of the exchange offer (effective 2025-07-24).

“on July 24, 2025, the Company filed the Preferred Stock Amendment with the Secretary of State of the State of Delaware. The Preferred Stock Amendment will permit the Company to require that all shares of Preferred Stock that are outstanding upon the closing of the Offer be converted into the number of shares of Common Stock equal to the quotient of (i) the sum of (a) the Liquidation Preference (as defined in the Certificate of Designations (defined below)) and (b) the Accrued Dividends (as defined in the Certificate of Designations) if not otherwise paid by the Company, that would have accrued through closing the Offer (the “Exchanged Value”), divided by the Conversion Price (as defined in the Certificate of Designations, as such term will be amended by the Preferred Stock Amendment.”

BlueRiver Acquisition Corp.: Amended articles to allow board to extend the business combination deadline up to twelve months after August 2, 2025, without further shareholder vote (effective 2025-07-21).

“BlueRiver Acquisition Corp. (the “ Company ”) filed the Amended Articles (as defined below) with the Registrar of Companies of the Cayman Islands, effective July 21, 2025.”

Zapata Quantum, Inc.: Filed Certificate of Designations for Series C Convertible Preferred Stock (effective 2025-07-18).

“On July 18, 2025, Zapata Computing Holdings, Inc. (the “Company”) filed the Certificate of Designations of Preferences, Rights and Limitations (the “Certificate of Designations”) of the Series C Convertible Preferred Stock of the Company (the “Series C”) with the Delaware Secretary of State designating and authorizing the issuance of up to 13,000 shares of Series C.”

Keen Vision Acquisition Corp.: Approved amendment to the memorandum and articles of association to extend the business combination period from July 27, 2025 to January 27, 2026 (effective 2025-07-23).

“As approved by its shareholders at the Meeting, KVAC filed its third amended and restated memorandum and articles of association (the “ M&AA ”) with the British Virgin Islands Registry on July 23, 2025.”

NIQ Global Intelligence plc: Memorandum and Articles of Association became effective, specifying authorized capital stock structure (effective 2025-07-22).

“On July 22, 2025, the Company’s Memorandum and Articles of Association, as amended (the “ Articles ”), in the form previously filed as Exhibit 3.1 to the Registration Statement became effective.”

BANK OF AMERICA CORP /DE/: Filed Certificate of Designations to establish terms of Series UU Preferred Stock (effective 2025-07-24).

“On July 24, 2025, the Corporation filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to amend its Restated Certificate of Incorporation.”

BEL FUSE INC /NJ: Amended the Code of Ethics to clarify provisions regarding compliance with governmental laws, rules, regulations, and company policies (effective 2025-07-23).

“On July 23, 2025, the Board of Directors of the Company (the "Board") of Bel Fuse Inc. (the "Company") adopted and approved, based on the recommendation of the Audit Committee of the Board, certain amendments to the Company’s Code of Ethics that applies to all directors, officers and employees of the Company (the "Code" or the "Code of Ethics").”

UNISYS CORP: Amended and restated bylaws effective July 23, 2025, clarifying board determination of director count, removing stale references to 2011 annual meeting, clarifying officer appointment, and clarifying executive compensation setting by board or committee (effective 2025-07-23).

“On July 23, 2025, the Board of Directors (the “Board”) of Unisys Corporation (the “Company”) approved an amendment and restatement of the Company’s bylaws (the “Amended and Restated Bylaws”), effective as of such date.”

VISA INC.: Amended Bylaws to implement a cure process for certain deficiencies in director nomination notices submitted by shareholders, effective July 22, 2025 (effective 2025-07-22).

“The Board of Directors of Visa Inc. (the “Company”) amended the Company’s Amended and Restated Bylaws (as amended, the “Bylaws”), effective July 22, 2025. The amendments implement a cure process for certain deficiencies in director nomination notices submitted by shareholders.”

Oportun Financial Corp: Amendment to declassify the board of directors and provide for annual election of directors (effective 2025-07-21).

“an amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Company's board of directors and provide for the annual election of directors”

Oportun Financial Corp: Amendment to eliminate supermajority voting provisions and make certain other administrative changes (effective 2025-07-21).

“an amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate supermajority voting provisions and make certain other administrative changes”

Elevation Oncology, Inc.: Amended and restated bylaws in their entirety.

“the Company’s certificate of incorporation and bylaws were amended and restated in their entirety”

Elevation Oncology, Inc.: Amended and restated certificate of incorporation in its entirety.

“the Company’s certificate of incorporation and bylaws were amended and restated in their entirety”

Fidelity Wise Origin Bitcoin Fund: The trust amended its trust agreement to permit in-kind creation and redemption of shares (effective 2025-07-21).

“On July 21, 2025, FD Funds Management LLC, the Sponsor, and CSC Delaware Trust Company, the Trustee, of the Fidelity Wise Origin Bitcoin Fund (the “Trust”), entered into a Third Amended and Restated Trust Agreement of the Trust (the “Amendment”). The Amendment was adopted to permit the Trust to facilitate creation and redemptions of shares in kind.”

Fidelity Ethereum Fund: Amendment to permit in-kind creation and redemptions of shares (effective 2025-07-21).

“On July 21, 2025, FD Funds Management LLC, the Sponsor, and CSC Delaware Trust Company, the Trustee, of the Fidelity Ethereum Fund (the “Trust”), entered into a Second Amended and Restated Trust Agreement of the Trust (the “Amendment”). The Amendment was adopted to permit the Trust to facilitate creation and redemptions of shares in kind.”

Imunon, Inc.: Amended Restated Certificate of Incorporation to effect a 1-for-15 reverse stock split of common stock (effective 2025-07-25).

“On July 21, 2025, Imunon, Inc. (the “Company”) filed a Certificate of Amendment (the “Amendment”) to its Restated Certificate of Incorporation (as amended to date, the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect a one-for-fifteen (1-for-15) reverse stock split (the “Reverse Stock Split”) of its outstanding common stock, par value $0.01 per share (the “Common Stock”). The Reverse Stock Split will become effective on July 25, 2025 at 12:01 a.m. Eastern Time (the “Effective Time”).”

CITIGROUP INC: Established a new series of preferred stock, Series GG, by filing a Certificate of Designations amending the Restated Certificate of Incorporation (effective 2025-07-22).

“On July 22, 2025, Citigroup Inc. filed a Certificate of Designations with the Secretary of State of the State of Delaware, establishing the designations, preferences, powers and rights of the shares of a new series of Citigroup preferred stock, 6.875% Fixed Rate Reset Noncumulative Preferred Stock, Series GG. The Certificate of Designations amended Citigroup’s Restated Certificate of Incorporation, as amended, and was effective immediately on filing.”

BASSETT FURNITURE INDUSTRIES INC: Amended Article III, Section 2 to change board size from fixed at eight to a range of seven to ten directors; currently fixed at nine directors (effective 2025-07-16).

“On and effective July 16, 2025, the Board of Directors (the “Board”) of Bassett Furniture Industries, Incorporated (the “Company”) approved an amendment to the Company’s Amended and Restated By-Laws (as amended and restated, the “By-Laws”). The amendment amends a provision in Article III, Section 2 of the Company’s By-laws that had set the number of directors at eight to provide for a range in the number of Directors to serve of no fewer than seven (7) and no more than ten (10).”

Unity Biotechnology, Inc.: Filed Certificate of Designation establishing Series A Preferred Stock with voting, dividend, liquidation, and transfer restrictions (effective 2025-07-21).

“On July 21, 2025, the Company filed the Certificate of Designation of Series A Preferred Stock with the Secretary of State of the State of Delaware, which sets forth the rights, preferences and privileges of the Series A Preferred Share.”

CNS Pharmaceuticals, Inc.: Certificate of Change filed to effect a 1-for-12 reverse stock split, proportionally reducing authorized common stock from 300,000,000 to 25,000,000 and preferred stock from 5,000,000 to 416,667 (effective 2025-07-22).

“On July 17, 2025, CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), filed with the Secretary of State of the State of Nevada a Certificate of Change (the “Certificate of Change”), pursuant to Nevada Revised Statutes 78.209, to effect a one-for-twelve (1-for-12) reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding common stock, par value $0.001 per share (the “Common Stock”).”