M&A Transactions

Bridger Aerospace Group Holdings, Inc. completed an acquisition involving MAB Funding Designated Activity Company for $50,000,000 (closed 2025-12-23).

“model CL-215-6B11 (CL-215T Variant) aircraft, together with four Pratt and Whitney Canada engines, related components and records, for an aggregate purchase price of $50,000,000, allocated $25,000,000 per aircraft. On December 23, 2025, the Buyer consummated the acquisition in accordance with the APA. At closing, the Company, through the Buyer, paid the”

ModivCare Inc underwent a change of control involving ModivCare Buyer, LLC (closed 2025-12-29).

“On the Effective Date, a change in control of the Company occurred as a result of the cancellation of all existing equity interests and the Asset Transfer.”

Amplify Energy Corp. completed a disposition involving EQV Alpha LLC for $122.0 million (closed 2025-12-23).

“which was completed on December 23, 2025. The total proceeds received was approximately $122.0 million”

Amplify Energy Corp. completed a disposition involving Revolution Resources III, LLC for $92.5 million (closed 2025-12-29).

“The Asset Sale was completed on December 29, 2025, for total proceeds of approximately $92.5 million in cash”

Repare Therapeutics Inc. completed a disposition involving Gilead Sciences, Inc. for up to $30,000,000 in cash (closed 2025-12-23).

“contracts, cash, accounts receivable, real property or equipment. Pursuant to the Asset Purchase Agreement, Gilead will pay the Company an aggregate purchase price of up to $30,000,000 in cash, consisting of (i) a $22,000,000 payment due to the Company no later than December 31, 2025, (ii) a holdback amount of up to $3,000,000 that may become payable after one”

Loar Holdings Inc. completed an acquisition involving Sellers (Ace Aèro Partenaires, AAP Support, AAP Plateforme, AAP Side-Car LMB FUND, Tikehau Investment Management, Amundi Private Equity Funds, Thomas Bernard, and certain other persons) for EUR 367 million plus the assumption of net debt (closed 2025-12-23).

“(the “ Original 8-K ”). This Form 8-K/A is being filed solely for the purpose of updating the disclosure in Item 2.01 of the Original 8-K of the aggregate cash consideration of $367 million plus the assumption of net debt to EUR 367 million plus the assumption of net debt. ose of updating the disclosure in Item 2.01 of the Original 8-K of the aggregate cash”

Loar Holdings Inc. completed an acquisition involving Sellers for $367 million plus the assumption of net debt (closed 2025-12-23).

“On December 23, 2025, upon the terms and subject to the conditions set forth in the Purchase Agreement, Loar Group completed its acquisition of LMB from Sellers. The aggregate cash consideration paid to Sellers was $367 million plus the assumption of net debt.”

New ERA Energy & Digital, Inc. completed an acquisition involving Odessa Industrial Development Corporation d/b/a Grow Odessa for $5,100,000 (closed 2025-12-19).

“On December 19, 2025, TCDC completed its previously announced acquisition of approximately 203 acres of real property located in Block 41, T-2-S, T&P RR Co. Survey, Ector County, Texas (the “ Additional 203 Acres ”) pursuant to a Contract to Purchase dated November 21, 2025, between TCDC and Odessa Industrial Development Corporation d/b/a Grow Odessa, from whom TCDC previously purchased a contiguous 235 acres of land from on July 25, 2025. The total price for the Additional 203 Acres was $5,100,000.”

ASHFORD HOSPITALITY TRUST INC completed a disposition involving 833 Poydras St. Prime Property, LLC for $42.5 million in cash (closed 2025-12-18).

“On December 18, 2025, Ashford Le Pavillon LP, an indirect subsidiary of Ashford Hospitality Trust, Inc. (the “ Company ”), completed the sale of the 226-room Le Pavillon hotel located in New Orleans, Louisiana (the “ Hotel ”) pursuant to an Agreement of Purchase and Sale, dated as of November 17, 2025, by and between Ashford Le Pavillon LP, as seller, and 833 Poydras St. Prime Property, LLC, as purchaser, for $42.5 million in cash, subject to customary pro-rations and adjustments.”

Amplify Energy Corp. completed a disposition involving EQV Alpha LLC for total proceeds of approximately $122.0 million in cash (closed 2025-12-23).

“The EQV Asset Sale was completed on December 23, 2025, for total proceeds of approximately $122.0 million in cash, subject to customary post-closing adjustments.”

Aimco OP L.P. completed a disposition involving Brickell Bay Property Owner LLC for $520 million (closed 2025-12-22).

“On December 22, 2025, the Company completed the sale of the Brickell Assemblage for total consideration of $520 million.”

StratCap Digital Infrastructure REIT, Inc. completed a disposition involving EverLink Towers, LLC for $55.1 million in cash (closed 2025-12-22).

“interest in 48 towers with associated ground leases or easements, 68 tenant leases and other related assets. The aggregate purchase price for the Transactions was approximately $55.1 million in cash. As described in further detail in each Purchase Agreement, the purchase prices will be subject to certain post-closing adjustments, including with respect to (i) the”

Bluerock Homes Trust, Inc. completed an acquisition for approximately $66.6 million (closed 2025-12-18).

“closed on the acquisition of a 264-unit residential community known as District at Parkview, located in Stone Mountain, Georgia (the “Parkview Property”) for a total purchase price of approximately $66.6 million.”

Marwynn Holdings, Inc. completed a disposition involving Reli Home Décor Inc. for $550,000 (closed 2025-12-22).

“the Company agreed to sell all 70,000 shares of common stock of its wholly owned subsidiary, Grand Forest Cabinetry Inc., a California corporation (“Grand Forest”), to the Buyer for an aggregate cash purchase price of $550,000, payable at closing (the “Transaction”).”

SharonAI Holdings Inc. completed a disposition involving New Era Energy & Digital Inc. (NUAI) for $70,000,000 in cash, stock and convertible note (closed 2025-12-19).

“and conditions, as expeditiously as possible, and no later than January 15, 2026. The consideration NUAI will pay SharonAI for the interests of TCDC will be an aggregate of $70,000,000, of which, (a) $10,000,000 will be payable in cash, with (i) $150,000 payable as a non-refundable deposit within 14 days of December 19, 2025, and (ii) $9,850,000 payable upon the”

JACK IN THE BOX INC completed a disposition involving Del Taco Group, LLC for approximately $119.0 million (closed 2025-12-22).

“On December 22, 2025 (the “Closing Date”), Jack in the Box Inc., a Delaware corporation (the “Company”) completed its previously announced sale of Del Taco Holdings Inc., a Delaware corporation and wholly owned subsidiary of the Company that owns and operates the Company’s Del Taco restaurant operations, to Del Taco Group, LLC, a California limited liability company and assignee of Yadav Enterprises, Inc., a California corporation and franchisee of the Company (“Buyer”), pursuant to a Stock Purchase Agreement (the “Purchase Agreement”), dated October 15, 2025, by and among the Company, Buyer and Anil Yadav, a natural person (“Buyer Guarantor”), for an aggregate purchase price of approximately $119.0 million (the “Purchase Price”) in cash (the “Transaction”).”

XMax Inc. completed an acquisition involving dedicated SPV for US$2,999,928.80 (closed 2025-12-16).

“On December 2, 2025, Preamble X Capital I, a series of Preamble X Capital LLC entered into a Subscription Agreement with a dedicated SPV (the “ SPV ”) to subscribe 40,106 equity certificates in the SPV for an amount of US$2,999,928.80 (the “ Transaction ”) and the SPV holds 502,236 equity certificates, and each certificate is entitled to a share of Series B Preferred Stock of X.AI Holdings Corp., a Neveda corporation (“ xAI ”) and such Series B Preferred Stock of xAI are directly held by a certain fund, as previously disclosed in the Form 8-K filed by the Company with SEC on December 8, 2025, amended on December 10, 2025. On December 16, 2025, Preamble X Capital I closed the Transaction.”

Aether Holdings, Inc. completed an acquisition involving 537 Greenwich Owner, LLC for $1,080,000.00 (closed 2025-12-19).

“Agreement to its wholly owned subsidiary, 537 Greenwich LLC (the “Purchaser”), an entity formed for the purpose of holding the Property. The purchase price for the Property was $1,080,000.00, and the Company paid a deposit of $108,000.00 in accordance with the Purchase Agreement. The Purchase Agreement contained standard representations and warranties of the parties”

SharonAI Holdings Inc. underwent a change of control involving SharonAI Inc. for 521,820,420 shares of Pubco Class A Ordinary Common Stock; 6,816,948 shares of Pubco Class B Super Common Stock; 23,939,758 Restrictive Stock Units, 4,634,181 o (closed 2025-12-17).

“”). In connection with the Business Combination, Pubco was renamed “SharonAI Holdings Inc.” On the Effective Date, (a) the shareholders of SharonAI were issued an aggregate of 521,820,420 shares of Pubco Class A Ordinary Common Stock (“ Class A Ordinary Common Stock ”); an aggregate of 6,816,948 shares of Pubco Class B Super Common Stock (“ Class B Super Common”

Service Properties Trust completed a disposition for $15.0 million (closed 2025-12-17).

“SVC also sold one other hotel in the 45 Hotel Sale Portfolio on December 17, 2025, with a total of 138 keys for a sales price of $15.0 million, excluding closing costs.”

Service Properties Trust completed a disposition for $75.5 million (closed 2025-12-16).

“On December 16, 2025 , SVC sold five hotels with a total of 732 keys located in four states for a combined sales price of $75.5 million”

OLENOX INDUSTRIES INC. completed an acquisition involving Daniel Kroft for $3,500,000 (closed 2025-12-18).

“Giant Containers Inc. (the “Subsidiary”), as a designer and seller of innovative modular shipping container buildings. The purchase price for the acquisition of Giant is $3,500,000 (the “Purchase Price”). The transaction includes the acquisition of Giant’s existing customers and business pipeline, with $5,000,000 of contracts currently under contract and”

Rithm Capital Corp. completed an acquisition involving Paramount Group, Inc. for an amount in cash equal to $6.60 per share of Paramount common stock (closed 2025-12-19).

“Paramount and the limited partners party thereto (the “ OP Agreement ”)) in effect on such date with respect to such Operating Partnership Common Units multiplied by (ii) $6.60, without interest (the “ Partnership Merger Consideration ”). Each issued and outstanding Operating Partnership Common Unit held by (i) the Rithm Parties or any of their”

Paramount Group, Inc. underwent a change of control involving Rithm Capital Corp. (closed 2025-12-19).

“As a result of the consummation of the Company Merger, a change of control of the registrant occurred, and the Company merged with and into REIT Merger Sub, REIT Merger Sub survived the Company Merger as an entity indirectly controlled by Parent, and the separate corporate existence of the Company ceased.”

Rithm Property Trust Inc. completed an acquisition involving Paramount Group Operating Partnership LP for aggregate cash capital contributions to the Aggregators in the amount of $50.0 million (closed 2025-12-19).

“nterest (the “ RPT PGRE Investment ”) in Paramount Group Operating Partnership LP, a Delaware limited partnership (“ PG Operating Partnership ”), which through its affiliates and joint ventures owns a portfolio (the “ Portfolio ”)”

Cottonwood Communities, Inc. completed an acquisition involving RealSource Properties, Inc. (closed 2025-12-18).

“On December 18, 2025, upon the terms and subject to the conditions of the Merger Agreement, (i) RS merged with and into Merger Sub, with Merger Sub surviving as a direct, wholly owned subsidiary of CCI (the “Company Merger”) and (ii) RSOP merged with and into CROP, with CROP surviving (the “Partnership Merger” and, together with the Company Merger, the “Merger”).”

INTEGRATED RAIL & RESOURCES INC. underwent a change of control (closed 2025-12-12).

“As a result of the completion of the Business Combination, a change in control of the Registrant occurred.”

HOOKER FURNISHINGS Corp completed a disposition involving Magnussen Home Furnishings, Inc. for approximately $6.1 million (closed 2025-12-12).

“(EXHIBIT 99.1) --- EX-99.1 2 hoftex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Hooker Furnishings Completes Sale of Pulaski Furniture and Samuel Lawrence Furniture for Approximately $6.1 Million MARTINSVILLE, Va., Dec. 15, 2025 (GLOBE NEWSWIRE) -- Hooker Furnishings Corporation (NASDAQ-GS: HOFT) (“Hooker” or the “Company”), a global leader in home furnishings, today”

DNA X, Inc. completed an acquisition involving DNA Holdings Venture, Inc. for 223,201 shares of the Company’s common stock, representing 19.99% of the outstanding shares of the Company’s common stock as of the date of issuance (closed 2025-12-15).

“the Company purchased 100% of the membership interests in DNA X LLC, a Delaware limited liability company, (“DNA X”) for an aggregate purchase price of 223,201 shares of the Company’s common stock, representing 19.99% of the outstanding shares of the Company’s common stock as of the date of issuance.”

California Resources Corp completed an acquisition involving Berry Corporation (bry) for 0.0718 shares of CRC Common Stock per share of Berry Common Stock (closed 2025-12-18).

“The Eighth Amendment became effective upon the closing of the previously announced all-stock combination (the “ Merger ”) contemplated by that certain Agreement and Plan of Merger, dated September 14, 2025 (the “ Merger Agreement ”), by and among CRC, Berry Corporation (bry), a Delaware corporation (“ Berry ”) and Dornoch Merger Sub, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of CRC (“ Merger Sub ”).”

Webstar Technology Group Inc. completed an acquisition involving McCall Railroad, LLC for $34.5 million (closed 2025-12-17).

“The sale of the Property closed pursuant to the amended Purchase and Sale Agreement on December 17, 2025, for total consideration of $34.5 million”

Berry Corp (bry) underwent a change of control involving California Resources Corporation (Parent) for 0.0718 shares of Parent Common Stock per share of Company Common Stock, plus cash in lieu of fractional shares (closed 2025-12-18).

“Subsidiary of Parent, in each case not held on behalf of third parties (such shares, the “Excluded Shares”)) was automatically converted into, and became exchangeable for 0.0718 (the “Exchange Ratio”) shares of common stock, par value $0.01 per share, of Parent (“Parent Common Stock”) (together with cash in lieu of fractional shares, the “Merger”

GlobalTech Corp completed an acquisition involving 123 Investments Limited (closed 2025-12-15).

“The transactions contemplated by the Exchange Agreement closed on December 15, 2025.”

AIR T INC completed an acquisition involving Regional Express Holdings Limited for $1.00 and assumption of approximately A$108,000,000 in liabilities (closed 2025-12-17).

“On December 17, 2025, the Company, through Rex Acquisition, completed the acquisition of all of the outstanding capital stock of Regional Express Holdings Limited ("Rex Express") for cash consideration of $1.00 and the assumption of Rex Express’s liabilities.”

SCHOLASTIC CORP completed a disposition involving FNLR Fortuna Major LLC for $481 in total proceeds (closed 2025-12-17).

“Major LLC (Jefferson City Purchase Agreement). As noted in the press release attached as Exhibit 99.1 to this report on Form 8-K, the two sale leaseback transactions generated $481 in total proceeds, with estimated net proceeds (after taxes, fees and other transaction related expenses) estimated to be $401 million. The foregoing descriptions are not intended”

SCHOLASTIC CORP completed a disposition involving ESRT 555-557 Broadway, L.L.C. for $481 in total proceeds (closed 2025-12-17).

“Major LLC (Jefferson City Purchase Agreement). As noted in the press release attached as Exhibit 99.1 to this report on Form 8-K, the two sale leaseback transactions generated $481 in total proceeds, with estimated net proceeds (after taxes, fees and other transaction related expenses) estimated to be $401 million. The foregoing descriptions are not intended”

Ondas Inc. completed an acquisition involving Robo-Team Holdings Ltd for approximately $81.7 million cash (closed 2025-12-16).

“On December 16, 2025, Ondas Holdings Inc. (the “Company”) completed the previously announced acquisition of Robo-Team Holdings Ltd, a company organized under the laws of the State of Israel (the “Robo-Team”) , pursuant to the Share Purchase Agreement, dated November 23, 2025 (the “Agreement”), by and among the Company, Robo-Team, the Robo-Team shareholders, and Mr. Yossi Wolf, of 10 Hankin St., Tel Aviv, solely in his capacity as the representative, agent and attorney-in-fact of the Indemnifying Parties (as defined in the Agreement) . In accordance with the terms of the Agreement, the Company acquired 100% of the issued and outstanding share capital of Robo-Team, for a purchase price of approximately $81.7 million cash (the “Acquisition”).”

Future FinTech Group Inc. completed a disposition involving Xi’an Yinshi Trading Co., Ltd. for RMB 10,000,000 (closed 2025-12-16).

“officers, or associates prior to entering into the Agreement, other than in respect of the Agreement. Under the Agreement, the total purchase price for the Subsidiary is RMB 10,000,000, payable in two installments consisting of RMB 2,000,000 within ten days after execution of the Agreement and RMB 8,000,000 within twenty days following completion of closing”

AI Technology Group Inc. completed an acquisition involving AVM Biotechnology Inc. for 100 common shares of the Corporation (closed 2025-12-15).

“and Biomed 360 Solutions Corp. , a British Columbia corporation (“Biomed 360”), the sole shareholder of AVM. Under the terms of the agreement, the Corporation agreed to acquire 100% of the issued and outstanding shares of AVM in exchange for 100 common shares of the Corporation . As a result, AVM became a wholly-owned subsidiary of the Corporation. The”

Evoke Pharma Inc underwent a change of control involving QOL Medical, LLC for $11.00 in cash per Company Share (closed 2025-12-17).

“Sub commenced a tender offer (the “Offer”) to purchase all of the outstanding shares of common stock, par value $0.0001 per share, of the Company (the “Company Shares”), for $11.00 in cash per Company Share, without interest and subject to any withholding of taxes required by applicable legal requirements (the “Offer Price”). The Offer and related withdrawal”

Moody National REIT II, Inc. completed a disposition involving Alay Investment Group LLC for $8,400,000 (closed 2025-12-16).

“On December 16, 2025, the Company sold the hotel property located at 29813 Interstate 45, Spring, Texas 77381 (the “Homewood Suites Houston”) to Alay Investment Group LLC, a Texas limited liability company unaffiliated with the Company, for an aggregate sale price of $ 8,400,000”

Moody National REIT II, Inc. completed a disposition involving BNS Associates, LLC for $10,400,000 (closed 2025-12-11).

“On December 11, 2025, the Company sold the hotel property located at 635 Lancaster Avenue, Frazer, Pennsylvania, 19355 (the “Hampton Inn Philadelphia”) to BNS Associates, LLC, a Delaware limited liability company unaffiliated with the Company, for an aggregate sale price of $10,400,000”

Moody National REIT II, Inc. completed a disposition involving Legacy DTS, LLC for $51,000,000 (closed 2025-12-10).

“On December 10, 2025, Moody National REIT II, Inc. (the “Company”) sold the hotel property located at 1800 Yale Avenue, Seattle Washington 98101 (the “Springhill Suites Seattle”) to Legacy DTS, LLC, a Washington limited liability company unaffiliated with the Company, for an aggregate sale price of $51,000,000”

VisionWave Holdings, Inc. completed an acquisition involving BladeRanger Ltd. (closed 2025-12-15).

“On December 15, 2025, the Company completed the acquisition (the “Acquisition”) of all of the Company Shares of the Target Company from the Seller pursuant to the Agreement, as amended by the Amendment described in Item 1.01 above.”

ConnectM Technology Solutions, Inc. completed an acquisition involving Seller and Global Impex for Payment Shares and other consideration described in the agreements (closed 2025-11-03).

“On November 3, 2025, the Company completed each of the transaction described under Item 1.01, which is incorporated herein by reference. Pursuant to the Asset Purchase Agreement, the Company acquired the Assets and issued the Payment Shares to the Seller. Pursuant to the Acquisition Agreement, the Company acquired all of the Membership Interests and ConnectM India acquired all of the March CDM/Geo Impex India Shares, issuing the consideration described above. As a result of the Acquisition Agreement, Global Impex became a wholly owned subsidiary of the Company, and the Company, through Global Impex and Connect M India, indirectly and directly holds a majority of the outstanding equity of Geo Impex India.”

Service Properties Trust completed a disposition for $47.2 million (closed 2025-12-10).

“On December 10, 2025, Service Properties Trust, or SVC, sold five hotels with a total of 679 keys located in four states for a combined sales price of $47.2 million, excluding closing costs, or the Last Closing, pursuant to a previously disclosed agreement that SVC entered into to sell, in phases, 45 hotels with a total of 5,997 keys for a combined sales price of $432.0 million, excluding closing costs, or the 45 Hotel Sale Portfolio.”

Emeren Group Ltd underwent a change of control involving Shurya Vitra Ltd. for approximately $65 million in cash (closed 2025-12-12).

“The total amount of cash consideration payable to the Company’s equityholders at closing in connection with the Merger and pursuant to the Merger Agreement was approximately $65 million. The funds used by Parent to consummate the Merger and complete the related transactions came from cash and other liquid assets on hand of Himanshu H. Shah. --- EX-99.1”

Workhorse Group Inc. completed an acquisition involving Motiv Power Systems, Inc. (closed 2025-12-15).

“On December 15, 2025 (the “Closing Date”), Workhorse Group Inc., a Nevada corporation (“Workhorse” or the “Company”), consummated the previously announced merger pursuant to the Agreement and Plan of Merger”

Vital Energy, Inc. underwent a change of control involving Crescent Energy Company (closed 2025-12-15).

“On December 15, 2025 (the “Closing Date”), Vital Energy, Inc., a Delaware corporation (“Vital”), completed its previously announced transaction with Crescent Energy Company, a Delaware corporation (“Crescent”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”)”

Liberty Media Corp completed a disposition involving Liberty Live Holdings, Inc. (closed 2025-12-15).

“On December 15, 2025 at 4:05 p.m., New York City time (the “ Effective Time ”), Liberty Media Corporation (the “ Company ”) completed its previously announced split-off (the “ Split-Off ”) of its former wholly owned subsidiary Liberty Live Holdings, Inc. (“ Liberty Live Holdings ”).”