M&A Transactions

Lomond Therapeutics Holdings, Inc. completed an acquisition involving Lomond Therapeutics, Inc. (closed 2024-11-01).

“Acquisition Sub merged with and into Legacy Lomond, with Legacy Lomond continuing as the surviving corporation and our wholly-owned subsidiary.”

BLUM HOLDINGS, INC. completed a disposition involving VLPS, LLC (closed 2024-11-05).

“On November 5, 2024, Blum Holdings, Inc. (the "Company"), through its wholly-owned subsidiary Unrivaled Brands, Inc. ("Unrivaled"), executed stock purchase agreements with VLPS, LLC (the "Buyer") pursuant to which Unrivaled sold all of the issued and outstanding shares of common stock of Black Oak Gallery ("Blüm Oakland") and Blüm San Leandro for an aggregate purchase price of $2,055,420 and $1,124,305, respectively.”

RiceBran Technologies completed a disposition involving Cibus Corp. (closed 2024-11-01).

“Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth under Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.”

Primis Financial Corp. completed a disposition involving EverBank, N.A. for premium of $6.0 million (closed 2024-10-31).

“loans, except for a subset of mostly fixed rate and rate-capped loans retained by Primis Bank, and the operations of the division, including its employees, for a premium of $6.0 million (the “Transaction”). On October 31, 2024, Primis Bank completed the sale to EverBank of approximately $354 million of loans from the division with Primis Bank providing interim”

Zeo Energy Corp. completed an acquisition involving Lumio Holdings, Inc. and Lumio HX, Inc. for (i) $4 million in cash and (ii) 6,206,897 shares of the Company’s Class A Common Stock (closed 2024-11-01).

“assumed (collectively, the “Liabilities” and such acquisition of the Assets and assumption of the Liabilities together, the “Transaction”) for a total purchase price of (i) $4 million in cash and (ii) 6,206,897 shares (the “APA Shares”) of the Company’s Class A Common Stock, par value $0.0001 (the “Common Stock”), to be paid to LHX Intermediate, LLC, a”

Bluerock Homes Trust, Inc. completed an acquisition involving Amira at Westly LP and Amira at Westly II LP for approximately $103.0 million (closed 2024-10-31).

“On October 31, 2024, the Company, through BR Amira DST, acquired the Amira Property for a total purchase price of approximately $103.0 million.”

ULTRALIFE CORP completed an acquisition involving Greatbatch Ltd. for $50 million (closed 2024-10-31).

“a stock purchase agreement (the “Agreement”) with Greatbatch Ltd., a New York corporation (the “Seller”), dated September 27, 2024. The Agreement established a purchase price of $50 million for the acquisition (the “Acquisition”) subject to customary working capital and net cash adjustments. The Company funded the purchase price for the Acquisition through the New”

FLAGSTAR BANK, NATIONAL ASSOCIATION completed a disposition involving Nationstar Mortgage LLC for approximately $1.3 billion in cash (closed 2024-10-31).

“On October 31, 2024, Flagstar Bank, National Association (“Flagstar”), the wholly owned subsidiary of Flagstar Financial, Inc. (f/k/a New York Community Bancorp, Inc.) (the “Company”), completed its previously announced sale of certain assets, including mortgage servicing rights, subservicing contracts, and third-party origination assets (the “Transaction”), to Nationstar Mortgage LLC, a Delaware limited liability company and operating subsidiary of Mr. Cooper Group Inc. (“Nationstar”), for an aggregate purchase price of approximately $1.3 billion in cash.”

Maverick Merger Sub 2, LLC completed an acquisition involving Flagstar Bank, N.A. for approximately $1.3 billion in cash (closed 2024-10-31).

“On October 31, 2024, Nationstar Mortgage LLC (“Nationstar”), a Delaware limited liability company and operating subsidiary of Mr. Cooper Group Inc. (the “Company”), completed its previously announced acquisition (the “Acquisition”) of certain assets, including mortgage servicing rights, subservicing contracts, and third-party origination assets from Flagstar Bank, N.A. (“Flagstar”), a national banking association and a wholly owned subsidiary of Flagstar Financial, Inc., for an aggregate purchase price of approximately $1.3 billion in cash.”

Babcock & Wilcox Enterprises, Inc. completed a disposition involving Auctus Neptune Holding S.p.A. for approximately €36.7 million (closed 2024-10-30).

“S.p.A. (the “Buyer” and the agreement governing such sale, the “Purchase Agreement”). The total base purchase price paid pursuant to the Purchase Agreement was approximately €36.7 million, subject to certain adjustments for specified indemnity obligations or specified payments, dividends, encumbrances, releases, share issuances or other payments made (or”

Magnera Corp completed an acquisition involving Berry Global Group, Inc. (the HHNF Business, via Spinco) for 0.276305 shares of Company common stock per share of Spinco common stock (closed 2024-11-04).

“at the effective time of the First Merger, each issued and outstanding share of Spinco common stock on the Closing Date was automatically converted into the right to receive 0.276305 shares of Company common stock. e time of the First Merger, each issued and outstanding share of Spinco common stock on the Closing Date was automatically converted into the”

APOGEE ENTERPRISES, INC. completed an acquisition involving UW Holdings, LLC (the "Seller") and UW Interco, LLC (the "Target") for $242 million (closed 2024-11-04).

“of the Purchase Agreement, the Company acquired all of the membership interests of the Target from the Seller in exchange for cash consideration (the “Closing”) in the amount of $242 million (the “Unadjusted Purchase Price”), of which $1.75 million was deposited into escrow in connection with the Purchase Agreement. The Unadjusted Purchase Price is subject to”

CBIZ, Inc. completed an acquisition involving Marcum LLP (closed 2024-11-01).

“On November 1, 2024, CBIZ, Inc. (the "Company") filed a Current Report on Form 8-K (the "Original Form 8-K") to report the completion (the "Closing") of the Merger (defined below) consummated in connection with the Agreement and Plan of Merger (the “Merger Agreement”), dated July 30, 2024, with Marcum LLP”

BERRY GLOBAL GROUP, INC. completed a disposition involving Spinco (closed 2024-11-04).

“the Company transferred the business, operations, and activities that constitute the majority of its Health, Hygiene, and Specialties segment to include its global nonwovens and hygiene films business (the “HHNF Business”) , subject to certain exceptions as set forth in the Separation Agreement, to Spinco (the “Separation”)”

PIONEER POWER SOLUTIONS, INC. completed a disposition involving Voltaris Power LLC for $48.0 million in cash, subject to adjustment pursuant to the terms of the Equity Purchase Agreement, and (ii) $2.0 million in equity (closed 2024-10-29).

“to: (i) contribute 4% of all of the issued and outstanding equity interests of Pioneer Custom to Investment (the “Rollover Interests”) in exchange for Investment issuing $2.0 million of common units (representing approximately 6% of Investment’s issued and outstanding common units on the Closing Date (as defined below)) (the “Rollover Units”) to the Company;”

Peakstone Realty Trust completed an acquisition involving certain subsidiaries of IOS JV, LLC, a joint venture between Alterra IOS and institutional investors advised by J.P. Morgan Asset Management for approximately $490.0 million (closed 2024-11-04).

“”) situated on 440 usable acres across 14 states (the “ Acquisition ”). The aggregate consideration paid by the Buyer Parties to acquire the Properties was approximately $490.0 million, subject to proration and certain adjustments described in the Purchase and Sale Agreement. The foregoing description is an abbreviated summary of certain provisions in the”

Construction Partners, Inc. completed an acquisition involving Asphalt Inc., LLC (doing business as Lone Star Paving) for $654.2 million in cash and 3.0 million shares of Class A Common Stock (closed 2024-11-01).

“the Company completed its previously announced Acquisition of Lone Star pursuant to the Purchase Agreement. The aggregate consideration delivered at the Closing consisted of (i) $654.2 million in cash (as adjusted pursuant to the Purchase Agreement) and (ii) 3.0 million shares (the “Closing CPI Shares”) of the Company’s Class A common stock, par value $0.001 per share”

X1 Capital Inc. underwent a change of control involving Growth Lending LLC (closed 2024-11-01).

“On November 1, 2024, Mr. James Hickey and Mr. Richard Chang personally sold their shares in the Company to Growth Lending LLC in a private transaction.”

APOGEE ENTERPRISES, INC. completed an acquisition involving UW Holdings, LLC (the "Seller") and UW Interco, LLC (the "Target") for $242 million (closed 2024-11-04).

“of the Purchase Agreement, the Company acquired all of the membership interests of the Target from the Seller in exchange for cash consideration (the “Closing”) in the amount of $242 million (the “Unadjusted Purchase Price”), of which $1.75 million was deposited into escrow in connection with the Purchase Agreement. The Unadjusted Purchase Price is subject to”

WASTE MANAGEMENT INC completed an acquisition involving Stericycle, Inc. for $62.00 per share in cash (closed 2024-11-04).

“for which appraisal rights were properly demanded in accordance with Section 262 of the General Corporation Law of the State of Delaware) was converted into the right to receive $62.00 per share in cash, without interest and less applicable withholding taxes (the “Merger Consideration”). At the Effective Time, each fully vested and outstanding option to purchase”

STERICYCLE INC underwent a change of control involving Waste Management, Inc. for $62.00 in cash per share; aggregate ~$7.2 billion (closed 2024-11-04).

“cancelled or converted pursuant to Section 2.1(b) of the Merger Agreement or any Dissenting Shares (as defined in the Merger Agreement)) was converted into the right to receive $62.00 in cash, without interest, less any applicable withholding taxes (the “ Merger Consideration ”); • Each option to purchase Shares (each a “ Company Option ”) that was fully vested”

Clearwater Paper Corp completed a disposition involving Sofidel America Corp. for approximately $1.06 billion in cash (closed 2024-11-01).

“Clearwater Paper Corporation (the “Company”) completed the sale of (i) all of the outstanding membership interests of Clearwater Paper Tissue, LLC, a Delaware limited liability company, which indirectly owns and/or leases the Company’s consumer product division facilities located in Las Vegas, Nevada, Elwood, Illinois, and Shelby, North Carolina; and (ii) all of the Company’s right, title and interest in and to certain assets and liabilities of the Company’s consumer product division facility located in Lewiston, Idaho, to Sofidel America Corp. (“Sofidel”) and its wholly owned subsidiary, for approximately $1.06 billion in cash (subject to adjustments for working capital, indebtedness, cash and transaction expenses).”

Titan Environmental Solutions Inc. completed a disposition involving Recoup Partners, LLC for $1,000,000 (closed 2024-10-31).

“waste at the point of generation. Pursuant to the Purchase Agreement, the Purchaser purchased from the Company all of the capital stock of Recoup for a purchase price equal to $1,000,000, which consisted of a promissory note of the Purchaser in the principal amount of $250,000 and the cancellation and release by certain affiliates of the Purchaser of indebtedness”

ITERIS, INC. underwent a change of control involving Almaviva S.p.A. for $7.20 in cash (closed 2024-11-01).

“and have complied in all respects with, Section 262 of the Delaware General Corporations Law, as amended) were automatically canceled and converted into the right to receive $7.20 in cash, without interest and less applicable withholding taxes (the “Merger Consideration”). As a result of the Merger, at the Effective Time, each option to purchase shares of”

KEWAUNEE SCIENTIFIC CORP /DE/ completed an acquisition involving Nu Aire, Inc. for $55,000,000 (closed 2024-11-01).

“(after the RWI Policy is exhausted). Pursuant to the terms of the Purchase Agreement, the Company purchased all of the outstanding capital stock of Nu Aire from the Sellers for $55,000,000 in the aggregate (the “Purchase Price”), subject to certain customary adjustments for debt, cash, transaction expenses and net working capital, as further described in the”

MDU RESOURCES GROUP INC completed a disposition (closed 2024-10-31).

“On October 31, 2024, MDU Resources Group, Inc. (the “Company”) completed the previously announced separation of its construction services business, Everus Construction Group, Inc. (“Everus” and such separation, the “Separation”), through the pro rata distribution of all of the outstanding common stock, par value $0.01, of Everus to the Company’s stockholders (the “Distribution”).”

CLEVELAND-CLIFFS INC. completed an acquisition involving Stelco Holdings Inc. for C$60.00 in cash plus 0.454 of a share of Cliffs’ common stock per Stelco Share (closed 2024-11-01).

“(the “ Effective Time ”), each Stelco Share outstanding immediately prior to the Effective Time was transferred by the holder thereof to Purchaser in exchange for (a) C$60.00 in cash (the “ Cash Consideration ”) plus (b) 0.454 of a share of Cliffs’ common stock (“ Cliffs Common Stock ”), $0.125 par value per share (together with the Cash Consideration”

AGCO CORP /DE completed a disposition involving American Industrial Partners, through its affiliate A-AG Holdco Limited for $700 million (closed 2024-11-01).

“On November 1, 2024, AGCO Corporation (“AGCO” or the "Company") and its wholly-owned subsidiary Massey Ferguson Corp. completed the previously announced sale (the “Divestiture”) of AGCO’s Grain & Protein business, which includes the GSI®, Automated Production® (AP), Cumberland®, Cimbria® and Tecno® brands, to A-AG Holdco Limited, an affiliate of American Industrial Partners, pursuant to a Stock and Asset Purchase Agreement (the “Purchase Agreement”) entered into on July 25, 2024, for a purchase price of $700 million, subject to customary working capital and other adjustments.”

PATHWARD FINANCIAL, INC. completed a disposition involving Honor Capital Corporation for $603.3 million (closed 2024-10-31).

“to AFS IBEX Financial Services, LLC ("AFS IBEX"), and Honor Capital Holdings, LLC as guarantor (“Guarantor”). The cash purchase price paid by the Purchaser at the closing was $603.3 million, based on the net asset value of the assets purchased and liabilities assumed pursuant to the Purchase Agreement plus a $31.2 million premium, subject to customary post-closing”

STANDARD MOTOR PRODUCTS, INC. completed an acquisition involving AX V Nissens III ApS and its direct and indirect subsidiaries (Nissens Automotive) for approximately $390 million (€360 million), net of cash and assumed debt and subject to certain post-closing adjustments (closed 2024-11-01).

“among the Company, the sellers party thereto, and Axcel V K/S, as the sellers’ representative. At the closing of the Acquisition, the Company paid consideration of approximately $390 million (€360 million), net of cash and assumed debt and subject to certain post-closing adjustments. The Company funded the Acquisition with borrowings under the Company's credit”

CBIZ, Inc. completed an acquisition involving Marcum LLP for $637.6 million in cash and 14,260,645 shares of common stock (closed 2024-11-01).

“On November 1, 2024, the Transaction was completed. At closing, the Company paid a total of $637.6 million in cash as consideration to Marcum partners (including escrowed amounts) and an additional $425.5 million in cash to satisfy certain obligations of Marcum and for certain other specified closing payments as provided by the Merger Agreement.”

GSE SYSTEMS INC underwent a change of control involving Nuclear Engineering Holdings LLC (Parent) and Gamma Nuclear Merger Sub LLC (Merger Sub) for approximately $15.9 million (closed 2024-10-31).

“the Company became a wholly owned subsidiary of Parent. The total amount of consideration payable to the Company’s equityholders in connection with the Merger was approximately $15.9 million. The funds used by Parent to consummate the Merger and complete the related transactions came from a combination of equity financing and Parent’s cash on hand. --- EX-99.1”

PHIBRO ANIMAL HEALTH CORP completed an acquisition involving Zoetis Inc. for $350 million in cash (closed 2024-10-31).

“and Sale Agreement (as amended, modified or supplemented, the “Purchase Agreement”) by and among Phibro and Zoetis. Phibro completed the acquisition at a purchase price of $350 million in cash, subject to certain adjustments set forth in the Purchase Agreement. The Company intends to file an amendment to this Form 8-K to file the financial statements and pro”

FIRST ADVANTAGE CORP completed an acquisition involving Sterling Check Corp. for $16.73 in cash per share or 0.979 of a share of First Advantage Common Stock per share (closed 2024-10-31).

“to proration in accordance with the Merger Agreement as described below, one of the following forms of consideration (or a combination thereof) (the “Merger Consideration”): • $16.73 in cash, without interest (the “Cash Consideration”) per share of Sterling Common Stock; or • 0.979 (the “Exchange Ratio”) of a share of common stock, par value $0.001 per share,”

MRC GLOBAL INC. completed an acquisition involving Mario Investments, LLC for $361,185,000 (closed 2024-10-29).

“on October 29, 2024, the transactions contemplated by the terms of the Repurchase Agreement were consummated and, in connection therewith, the Company purchased from Mario all of the issued and outstanding, or 363,000, shares of 6.50% Series A Convertible Perpetual Preferred Stock of MRC Global (collectively, the “Series A Preferred Stock”) for a per share price equal to 99.5% of the liquidation preference of the Series A Preferred Stock, or an aggregate amount equal to $361,185,000”

Lyell Immunopharma, Inc. completed an acquisition involving ImmPACT Bio USA Inc. for $30.0 million in cash (as adjusted by approximately $12.0 million for ImmPACT’s existing cash balance) and 37.5 million shares of Company Common Stock (closed 2024-10-31).

“Pursuant to the terms of the Merger Agreement, on the Closing Date, the Company acquired all of the outstanding equity interests of ImmPACT in exchange for an upfront payment of $30.0 million in cash (as adjusted by approximately $12.0 million for ImmPACT’s existing cash balance) and 37.5 million shares of Company Common Stock. The acquisition was effected via a”

Sharecare, Inc. underwent a change of control involving Altaris, LLC (collectively with its managed funds) for $1.43 per share in cash (closed 2024-10-22).

“the completion of its acquisition by Altaris, LLC (collectively with its managed funds, “Altaris”), an investment firm exclusively focused on the healthcare industry, for $1.43 per share in cash. The transaction was announced on June 21, 2024, and received approval from stockholders on October 17, 2024. As a result of the acquisition, Sharecare’s common”

GRIID Infrastructure Inc. underwent a change of control involving CleanSpark, Inc. (closed 2024-10-30).

“On October 30, 2024 (the “Closing Date”), CleanSpark, Inc., a Nevada corporation (“CleanSpark”) , completed the previously announced acquisition of GRIID Infrastructure Inc. , a Delaware corporation (the “Company”), pursuant to the Agreement and Plan of Merger, dated as of June 26, 2024”

STANDEX INTERNATIONAL CORP/DE/ completed an acquisition involving Narayan Powertech Private Limited for $253,973,880 (closed 2024-10-28).

“Purchase Agreement, Mold-Tech Singapore acquired 90.10% of the capital stock of Narayan from the Narayan Selling Parties on the Closing Date for an aggregate cash payment of $253,973,880. Subject to receipt of regulatory approval from the Reserve Bank of India (“RBI”), Mold-Tech Singapore will acquire the remaining 9.90% of the capital stock of Narayan in a”

STANDEX INTERNATIONAL CORP/DE/ completed an acquisition involving Amran, LLC for $180,600,000 (closed 2024-10-28).

“to the Amran Purchase Agreement, on the Closing Date, Standex acquired 100% of the outstanding membership interests of Amran from Bolt, in consideration for an aggregate of $180,600,000 (the “Amran Consideration”). The Amran Consideration consisted of $153,510,000 paid in cash in consideration for 85% of the outstanding membership interests of Amran and 152,299”

PROGRESS SOFTWARE CORP /MA completed an acquisition involving Cloud Software Group, Inc. for $875 million in cash (closed 2024-10-31).

“contemplated by the Purchase Agreement are collectively referred to as the “Transaction.” Upon the closing of the Transaction, Progress paid an aggregate purchase price of $875 million in cash, subject to a $25 million working capital credit, funded via a combination of cash on hand and an existing revolving credit facility. Pursuant to Rule 3-05 and Article 11”

Anika Therapeutics, Inc. completed a disposition involving Phoenix Brio, Incorporated for ten-year non-interest bearing promissory note in the principal amount of $7,000,000 (closed 2024-10-31).

““Transaction”). As consideration for the Transaction, at closing, the Buyer delivered to the Company a ten-year non-interest bearing promissory note in the principal amount of $7,000,000. Under the terms of the Purchase Agreement, the Company is also eligible to receive: (i) for each calendar quarter, an amount equal to a percentage of the net sales (the “Revenue”

Golden Minerals Co completed a disposition involving Butte Energy Inc. for $3.5 million (closed 2024-10-24).

“Company’s wholly owned subsidiary that holds the El Quevar Project located in Salta Province, Argentina, to Butte Energy Inc. In connection with the sale, the Company received $3.5 million in cash. ​ --- EX-99.1 (EX-99.1) --- Golden Minerals Announces Completion of Sale of its El Quevar Silver Project and Provides Corporate Update ​ GOLDEN, CO - /BUSINESS WIRE/”

Terran Orbital Corp completed an acquisition involving Terran Orbital Corporation (closed 2024-10-30).

“Lockheed Martin (NYSE: LMT) has completed its previously announced acquisition of Terran Orbital, a leading manufacturer of innovative modular spacecraft serving the global aerospace and defense industries, and its subsidiary, Tyvak International.”

Terran Orbital Corp underwent a change of control involving Lockheed Martin Corporation for $0.25 in cash (closed 2024-10-30).

“the Effective Time: • each share of common stock, par value $0.0001 per share, of the Company (the “ Common Stock ”) then outstanding was converted into the right to receive $0.25 in cash, without interest (the “ Merger Consideration ”), other than those shares owned by the Company, any of its subsidiaries (excluding any shares held by any Company Benefit”

DZS INC. completed a disposition involving AXON Networks Inc. for $34,000,000 (closed 2024-10-25).

“On October 25, 2024, DZS Inc. (the “Company”) consummated the previously disclosed divestiture (the “Network Assurance Business Divestiture”) contemplated by the Asset Purchase Agreement, dated as of October 16, 2024 (the “Asset Purchase Agreement”), between the Company and AXON Networks Inc., a Delaware corporation (“Axon”). Pursuant to the Asset Purchase Agreement, the Company sold to Axon all of the Company’s Network Assurance and WiFi Management software portfolio for a purchase price of $34,000,000, subject to certain adjustments.”

Immunome Inc. completed an acquisition involving Zentalis Pharmaceuticals, Inc. for 1,805,502 shares of Company common stock (closed 2024-10-25).

“the customary rights and obligations of a sole owner (the “Asset Purchase”). Under the Purchase Agreement, in consideration of the Asset Purchase, the Company issued to Zentalis 1,805,502 shares of Company common stock (the “Shares”), described below under Stock Issuance Agreement . The Company is also obligated to pay Zentalis a one-time payment of $5,000,000 in”

Fortress Net Lease REIT completed an acquisition involving certain subsidiaries of Syngenta AG for $206,650,000.00 (closed 2024-10-23).

“a subsidiary of the Company acquired a portfolio of 3 industrial properties from the Seller for an aggregate purchase price of $206,650,000.00”

Lite Strategy, Inc. completed a disposition involving Aardvark Therapeutics, Inc. for $500,000 in cash plus the Reimbursement Amount and up to $62 million in Milestone Payments (closed 2024-10-22).

“including relevant intellectual property rights, technology and contracts. Pursuant to the Asset Purchase Agreement, the Purchaser paid the Company an initial payment of $500,000 in cash plus the Reimbursement Amount (as defined in the Asset Purchase Agreement) at the closing of the transactions contemplated by the Asset Purchase Agreement (the “Closing”)”

Polomar Health Services, Inc. completed an acquisition involving Polomar Specialty Pharmacy, LLC (closed 2024-09-30).

“On September 30, 2024, the Company completed its acquisition of Polomar Specialty Pharmacy, LLC, a Florida limited liability company ("Polomar"), whereby, among other things, the Company acquired 100% of Polomar in exchange for the issuance of shares of the Company’s common stock, and Polomar became the wholly-owned subsidiary of the Company (the "Acquisition").”