{"schema_version":"secwatch.filing_event.v1","accession":"0000950142-25-001793","form_type":"8-K","ticker":null,"cik":"0001382821","company_name":"Redfin Corp","filed_at":"2025-07-01T23:59:59+00:00","discovered_at":"2026-05-14T18:02:43.854169+00:00","generated_at":"2026-05-18T09:55:55.153394+00:00","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Rocket completes acquisition of Redfin; Redfin shares delisted and converted into Rocket stock","bullets":["On July 1, 2025, Rocket closed its acquisition of Redfin; each Redfin share converted into 0.7926 shares of Rocket common stock.","Trading of Redfin shares suspended on Nasdaq; delisting and deregistration requested.","Redfin's board replaced; Brian Brown and Varun Krishna appointed as directors.","Redfin's first-lien term loan repaid and terminated upon merger consummation.","Redfin guarantees Rocket's $4B senior notes (6.125% 2030 and 6.375% 2033) and existing Rocket Mortgage notes."],"urls":{"canonical":"https://secwatch.observer/filing/0000950142-25-001793","json":"https://secwatch.observer/filing/0000950142-25-001793.json","markdown":"https://secwatch.observer/filing/0000950142-25-001793.md","text":"https://secwatch.observer/filing/0000950142-25-001793.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1382821/000095014225001793/0000950142-25-001793-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1382821/000095014225001793/eh250648521_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-18T09:55:55.153394+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"259ff681e29a3c626303e474d8895e7cca751510","claim":"Redfin Corp amended convertible notes at 0.50% maturing 2027.","evidence_excerpt":"Effective as of July 1, 2025, upon a conversion of the 2027 Notes pursuant to the terms provided for in the indenture governing the 2027 Notes, holders of the 2027 Notes will be entitled to convert each $1,000 principal amount of such 2027 Notes into 8.4744792 shares of Rocket common stock","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1382821/000095014225001793/0000950142-25-001793-index.htm","confidence":0.9},{"claim_id":"ef616830cde3ee77f1ed06f4096799171113cc55","claim":"Redfin Corp incurred guarantee of $2.0 billion 6.125% senior notes due 2030 and $2.0 billion 6.375% senior notes due 2033 with U.S. Bank Trust Company, National Association, as trustee maturing August 1, 2030 and August 1, 2033.","evidence_excerpt":"On July 1, 2025, Redfin entered into a Supplemental Indenture to the Indenture, dated as of June 20, 2025, among Rocket, U.S. Bank Trust Company, National Association, as trustee, and the guarantors party thereto, governing Rocket’s $2.0 billion 6.125% senior notes due 2030 (the “2030 Rocket Notes”) and $2.0 billion 6.375% senior notes due 2033 (the “2033 Rocket Notes” and together with the 2030 Rocket Notes, the “Rocket Notes”), pursuant to which Redfin has agreed to guarantee Rocket’s obligations under the Rocket Notes.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1382821/000095014225001793/0000950142-25-001793-index.htm","confidence":0.9},{"claim_id":"fd10f0f30ed0653a1e2d57581e586ee9210bf8c9","claim":"Redfin Corp amended convertible notes at 0.00% maturing 2025.","evidence_excerpt":"Effective as of July 1, 2025, upon a conversion of the 2025 Notes pursuant to the terms provided for in the indenture governing the 2025 Notes, holders of the 2025 Notes will be entitled to convert each $1,000 principal amount of such 2025 Notes into 10.9315392 shares of Rocket Class A common stock","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1382821/000095014225001793/0000950142-25-001793-index.htm","confidence":0.9},{"claim_id":"73e4b1b29f845f394c28e8534a055d2a0a7a9597","claim":"Redfin Corp: Merger Sub's bylaws became the Company's bylaws at the Effective Time.","evidence_excerpt":"at the Effective Time, subject to the provisions of the Merger Agreement, Merger Sub’s Bylaws, as in effect immediately prior to the Effective Time, became the bylaws of the Company.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1382821/000095014225001793/0000950142-25-001793-index.htm","confidence":0.9},{"claim_id":"8ee935724b363c81dfa8880583878cb9a63784a5","claim":"Redfin Corp: Certificate of Incorporation amended and restated in its entirety at the Effective Time pursuant to the Merger Agreement.","evidence_excerpt":"at the Effective Time, the Certificate of Incorporation of the Company was amended and restated in its entirety to be in the form attached to the Certificate of Merger (the form of which was attached as Exhibit B to the Merger Agreement).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1382821/000095014225001793/0000950142-25-001793-index.htm","confidence":0.9},{"claim_id":"baeaaefa5015481d37e4ca18c2565e0c5d4798a7","claim":"Redfin Corp underwent a change of control involving Rocket Companies, Inc. for 0.7926 shares of Rocket common stock (closed 2025-07-01).","evidence_excerpt":"Sub or any of Rocket’s or Merger Sub’s respective wholly owned subsidiaries immediately prior to the Effective Time), was automatically converted into the right to receive 0.7926 shares (the “Exchange Ratio”) of Rocket common stock and cash payable in lieu of fractional shares, without interest and subject to any applicable withholding taxes. In addition,","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1382821/000095014225001793/0000950142-25-001793-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001104659-26-069515","ticker":"XRN","company_name":"Chiron Real Estate Inc.","filed_at":"2026-06-02T20:30:45+00:00","headline":"Chiron Real Estate closes $249M acquisition of two senior housing communities; issues $100M Series C preferred","event_type":"m_and_a","sec_items":["1.01","2.01","2.03","3.02","3.03","5.03","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: debt_financing, governance_change, ma_transaction","same SEC item: 1.01, 2.01, 2.03, 3.03, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-069515","json":"https://secwatch.observer/filing/0001104659-26-069515.json","markdown":"https://secwatch.observer/filing/0001104659-26-069515.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1533615/000110465926069515/0001104659-26-069515-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1533615/000110465926069515/tm2616685d1_8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"Effective as of July 1, 2025, upon a conversion of the 2027 Notes pursuant to the terms provided for in the indenture governing the 2027 Notes, holders of the 2027 Notes will be entitled to convert each $1,000 principal amount of such 2027 Notes into 8.4744792 shares of Rocket common stock","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1382821/000095014225001793/0000950142-25-001793-index.htm","comparable_excerpt":"In connection with the closing of the acquisitions of the Landing and the Riviera, the Company, through the Operating Partnership, incurred approximately $147 million of additional indebtedness under the Company’s Third Amended and Restated Credit Facility (the “ Credit Facility ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1533615/000110465926069515/0001104659-26-069515-index.htm"}},{"accession":"0001193125-26-251752","ticker":null,"company_name":"Enviri II Corp","filed_at":"2026-06-01T21:18:36+00:00","headline":"New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: debt_financing, governance_change, ma_transaction","same SEC item: 1.01, 2.03, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"Effective as of July 1, 2025, upon a conversion of the 2027 Notes pursuant to the terms provided for in the indenture governing the 2027 Notes, holders of the 2027 Notes will be entitled to convert each $1,000 principal amount of such 2027 Notes into 8.4744792 shares of Rocket common stock","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1382821/000095014225001793/0000950142-25-001793-index.htm","comparable_excerpt":"The Credit Agreement provides for (i) a revolving credit facility in an aggregate principal amount of $152.0 million (such facility, the “Revolving Credit Facility”)","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001193125-26-251758","ticker":"OCFC","company_name":"OCEANFIRST FINANCIAL CORP","filed_at":"2026-06-01T21:19:28+00:00","headline":"OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus","event_type":"m_and_a","sec_items":["1.01","3.02","2.01","2.03","3.03","5.02","5.03","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: debt_financing, ma_transaction","same SEC item: 1.01, 2.01, 2.03, 3.03, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251758","json":"https://secwatch.observer/filing/0001193125-26-251758.json","markdown":"https://secwatch.observer/filing/0001193125-26-251758.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/d145829d8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"Effective as of July 1, 2025, upon a conversion of the 2027 Notes pursuant to the terms provided for in the indenture governing the 2027 Notes, holders of the 2027 Notes will be entitled to convert each $1,000 principal amount of such 2027 Notes into 8.4744792 shares of Rocket common stock","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1382821/000095014225001793/0000950142-25-001793-index.htm","comparable_excerpt":"$65,000,000 in aggregate principal amount of 6.000% Fixed-to-Floating Rate Subordinated Notes due 2032","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm"}},{"accession":"0001104659-26-068661","ticker":"CECO","company_name":"CECO ENVIRONMENTAL CORP","filed_at":"2026-06-01T13:16:29+00:00","headline":"CECO Environmental completes acquisition of Thermon Group Holdings, issues ~22.5M shares and pays $329.4M cash","event_type":"m_and_a","sec_items":["2.01","2.03","5.02","5.03","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: debt_financing, governance_change, ma_transaction","same SEC item: 2.01, 2.03, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-068661","json":"https://secwatch.observer/filing/0001104659-26-068661.json","markdown":"https://secwatch.observer/filing/0001104659-26-068661.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/3197/000110465926068661/0001104659-26-068661-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/3197/000110465926068661/tm2616015d2_8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"Effective as of July 1, 2025, upon a conversion of the 2027 Notes pursuant to the terms provided for in the indenture governing the 2027 Notes, holders of the 2027 Notes will be entitled to convert each $1,000 principal amount of such 2027 Notes into 8.4744792 shares of Rocket common stock","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1382821/000095014225001793/0000950142-25-001793-index.htm","comparable_excerpt":"and (ii) approximately $290 million borrowed under the revolving credit facility thereunder (the \"Revolving Facility\"","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/3197/000110465926068661/0001104659-26-068661-index.htm"}},{"accession":"0001193125-26-243155","ticker":"AMWD","company_name":"AMERICAN WOODMARK CORP","filed_at":"2026-05-28T13:17:49+00:00","headline":"American Woodmark completes merger with MasterBrand; shareholders receive 5.150 MBC shares per share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-243155","json":"https://secwatch.observer/filing/0001193125-26-243155.json","markdown":"https://secwatch.observer/filing/0001193125-26-243155.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/794619/000119312526243155/0001193125-26-243155-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/794619/000119312526243155/d50625d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"at the Effective Time, subject to the provisions of the Merger Agreement, Merger Sub’s Bylaws, as in effect immediately prior to the Effective Time, became the bylaws of the Company.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1382821/000095014225001793/0000950142-25-001793-index.htm","comparable_excerpt":"the Articles of Incorporation and Bylaws of American Woodmark were each amended and restated in their entirety to be the same as the Articles of Incorporation and Bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced with references to American Woodmark’s name.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/794619/000119312526243155/0001193125-26-243155-index.htm"}},{"accession":"0001213900-26-061792","ticker":"OLOX","company_name":"OLENOX INDUSTRIES INC.","filed_at":"2026-05-28T12:30:18+00:00","headline":"Olenox acquires CS Digital for $30M upfront; launches gas-powered data center platform","event_type":"m_and_a","sec_items":["1.01","5.03","2.01","2.03","3.02","7.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: debt_financing, governance_change, ma_transaction","same SEC item: 1.01, 2.01, 2.03, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-061792","json":"https://secwatch.observer/filing/0001213900-26-061792.json","markdown":"https://secwatch.observer/filing/0001213900-26-061792.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026061792/0001213900-26-061792-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026061792/ea0292420-8k_olenox.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"Effective as of July 1, 2025, upon a conversion of the 2027 Notes pursuant to the terms provided for in the indenture governing the 2027 Notes, holders of the 2027 Notes will be entitled to convert each $1,000 principal amount of such 2027 Notes into 8.4744792 shares of Rocket common stock","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1382821/000095014225001793/0000950142-25-001793-index.htm","comparable_excerpt":"the Company issued the Seller Note to the Sellers in the aggregate principal amount of US$16,000,000.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026061792/0001213900-26-061792-index.htm"}},{"accession":"0001104659-26-066981","ticker":null,"company_name":"Veris Residential, L.P.","filed_at":"2026-05-27T20:44:11+00:00","headline":"Veris Residential taken private in $3.5B all-cash acquisition by Affinius Capital consortium","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","8.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-066981","json":"https://secwatch.observer/filing/0001104659-26-066981.json","markdown":"https://secwatch.observer/filing/0001104659-26-066981.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1067063/000110465926066981/0001104659-26-066981-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/924901/000110465926066981/tm2615596d1_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"at the Effective Time, subject to the provisions of the Merger Agreement, Merger Sub’s Bylaws, as in effect immediately prior to the Effective Time, became the bylaws of the Company.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1382821/000095014225001793/0000950142-25-001793-index.htm","comparable_excerpt":"Pursuant to the Merger Agreement, following the consummation of the Merger, the Company ceased to exist and Merger Sub I continued as the Surviving Entity. As of the Effective Time, (i) the certificate of formation of Merger Sub I in effect immediately prior to the consummation of the Merger became the certificate of formation of the Surviving Entity, and (ii) the limited liability company agreement of Merger Sub I in effect immediately prior to the consummation of the Merger became the limited liability company agreement of the Surviving Entity.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1067063/000110465926066981/0001104659-26-066981-index.htm"}},{"accession":"0001193125-26-251765","ticker":"FFIC","company_name":"FLUSHING FINANCIAL CORP","filed_at":"2026-06-01T21:21:30+00:00","headline":"OceanFirst completes acquisition of Flushing Financial; FFIC holders receive 0.85 OCFC shares","event_type":"m_and_a","sec_items":["2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251765","json":"https://secwatch.observer/filing/0001193125-26-251765.json","markdown":"https://secwatch.observer/filing/0001193125-26-251765.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/0001193125-26-251765-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/d135457d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Sub or any of Rocket’s or Merger Sub’s respective wholly owned subsidiaries immediately prior to the Effective Time),\nwas automatically converted into the right to receive 0.7926 shares (the “Exchange Ratio”) of Rocket common stock and cash\npayable in lieu of fractional shares, without interest and subject to any applicable withholding taxes. In\naddition,","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1382821/000095014225001793/0000950142-25-001793-index.htm","comparable_excerpt":"of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/0001193125-26-251765-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}