{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-25-065009","form_type":"8-K","ticker":"ASTH","cik":"0001083446","company_name":"Astrana Health, Inc.","filed_at":"2025-07-02T23:59:59+00:00","discovered_at":"2026-05-14T18:02:43.293253+00:00","generated_at":"2026-05-18T09:34:30.091151+00:00","sec_items":["1.01","2.01","2.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"Astrana closes Prospect Health acquisition for $708M, updates FY 2025 guidance","bullets":["Purchase price reduced from $745M to $708M; closed July 1, 2025.","Expects Prospect to contribute ~$1.2B revenue and $81M adjusted EBITDA annually.","Updated FY 2025 guidance: revenue $3.1B-$3.3B, adjusted EBITDA $215M-$225M.","Post-close net debt ~$700M; target net leverage below 2.5x within 12-18 months.","Reiterates Q2 2025 guidance; expects $12M-$15M synergies over 12-18 months."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-25-065009","json":"https://secwatch.observer/filing/0001104659-25-065009.json","markdown":"https://secwatch.observer/filing/0001104659-25-065009.md","text":"https://secwatch.observer/filing/0001104659-25-065009.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1083446/000110465925065009/0001104659-25-065009-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1083446/000110465925065009/tm2519514d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-18T09:34:30.091151+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":"eef89f36fd827e4721013a8ee3a6ae6d669c6fe3","claim":"Astrana Health, Inc. completed an acquisition involving PHP Holdings, LLC for $707.9 million in cash and the assumption of certain identified liabilities (closed 2025-07-01).","evidence_excerpt":"intended to address and reconcile post-Closing claims, matters, and obligations between the parties, including a reduction in the aggregate purchase price from $745.0 million to $707.9 million and the removal of certain post-Closing purchase price adjustments and related escrow. The Company and Sellers also entered into certain ancillary agreements, including a","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1083446/000110465925065009/0001104659-25-065009-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0000095953-26-000074","ticker":"ACNT","company_name":"ASCENT INDUSTRIES CO.","filed_at":"2026-05-06T23:59:59+00:00","headline":"Ascent Industries acquires Midwest Graphic/Sigma for $14M; Q1 net sales up 9% to $19.4M but adjusted EBITDA loss widens","event_type":"m_and_a","sec_items":["1.01","2.01","2.02","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 2.02, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000095953-26-000074","json":"https://secwatch.observer/filing/0000095953-26-000074.json","markdown":"https://secwatch.observer/filing/0000095953-26-000074.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/95953/000009595326000074/0000095953-26-000074-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/95953/000009595326000074/acnt-20260504.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"intended to address and reconcile post-Closing claims, matters,\nand obligations between the parties, including a reduction in the aggregate purchase price from $745.0 million to $707.9 million and the\nremoval of certain post-Closing purchase price adjustments and related escrow. The Company and Sellers also entered into certain ancillary\nagreements, including a","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1083446/000110465925065009/0001104659-25-065009-index.htm","comparable_excerpt":"the Company purchased substantially all of the assets and certain specified liabilities of Seller for $14,000,000, subject to certain customary adjustments for working capital, transaction expenses, and cash, on the terms and subject to the conditions set forth in the Purchase Agreement (the “Transaction”). The Transaction closed simultaneously with the execution of the Purchase Agreement.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/95953/000009595326000074/0000095953-26-000074-index.htm"}},{"accession":"0001738827-26-000023","ticker":"KLXE","company_name":"KLX Energy Services Holdings, Inc.","filed_at":"2026-06-02T21:14:16+00:00","headline":"KLX Energy acquires Wolfpack assets for $17M; also exchanges $2.19M notes for equity","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001738827-26-000023","json":"https://secwatch.observer/filing/0001738827-26-000023.json","markdown":"https://secwatch.observer/filing/0001738827-26-000023.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1738827/000173882726000023/0001738827-26-000023-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1738827/000173882726000023/klxe-20260602.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"intended to address and reconcile post-Closing claims, matters,\nand obligations between the parties, including a reduction in the aggregate purchase price from $745.0 million to $707.9 million and the\nremoval of certain post-Closing purchase price adjustments and related escrow. The Company and Sellers also entered into certain ancillary\nagreements, including a","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1083446/000110465925065009/0001104659-25-065009-index.htm","comparable_excerpt":"“Buyer”), the Company and, solely for purposes of Section 8.05 thereto, Stevie Cooper and Stewart Cooper (the “Purchase Agreement”). The purchase price for the Acquisition is $17.0 million, subject to customary post-closing adjustments and to be paid as follows: (i) on the Closing Date, the Buyer paid the Seller $14.0 million in cash; (ii) 180 days after the","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1738827/000173882726000023/0001738827-26-000023-index.htm"}},{"accession":"0000107140-26-000034","ticker":"WLY","company_name":"JOHN WILEY & SONS, INC.","filed_at":"2026-06-02T12:30:39+00:00","headline":"Wiley acquires Emerald Publishing for $452M; adds ~500 journals, expected accretive in year one","event_type":"m_and_a","sec_items":["1.01","2.01","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000107140-26-000034","json":"https://secwatch.observer/filing/0000107140-26-000034.json","markdown":"https://secwatch.observer/filing/0000107140-26-000034.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/jwa-20260601.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"intended to address and reconcile post-Closing claims, matters,\nand obligations between the parties, including a reduction in the aggregate purchase price from $745.0 million to $707.9 million and the\nremoval of certain post-Closing purchase price adjustments and related escrow. The Company and Sellers also entered into certain ancillary\nagreements, including a","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1083446/000110465925065009/0001104659-25-065009-index.htm","comparable_excerpt":"pursuant to which Buyer acquired from the Seller all of the issued and outstanding equity securities of Emerald Holding (the \"Transaction\") in exchange for GBP £337.5 million (approximately $452 million)","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-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: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 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":"ma_transaction","source_excerpt":"intended to address and reconcile post-Closing claims, matters,\nand obligations between the parties, including a reduction in the aggregate purchase price from $745.0 million to $707.9 million and the\nremoval of certain post-Closing purchase price adjustments and related escrow. The Company and Sellers also entered into certain ancillary\nagreements, including a","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1083446/000110465925065009/0001104659-25-065009-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/1004702/000119312526251758/0001193125-26-251758-index.htm"}},{"accession":"0001193125-26-251442","ticker":"RPAY","company_name":"Repay Holdings Corp","filed_at":"2026-06-01T20:14:04+00:00","headline":"REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan","event_type":"m_and_a","sec_items":["1.01","2.01","1.02","9.01","2.03","7.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251442","json":"https://secwatch.observer/filing/0001193125-26-251442.json","markdown":"https://secwatch.observer/filing/0001193125-26-251442.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/rpay-20260601.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"intended to address and reconcile post-Closing claims, matters,\nand obligations between the parties, including a reduction in the aggregate purchase price from $745.0 million to $707.9 million and the\nremoval of certain post-Closing purchase price adjustments and related escrow. The Company and Sellers also entered into certain ancillary\nagreements, including a","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1083446/000110465925065009/0001104659-25-065009-index.htm","comparable_excerpt":"KUBRA became an indirect wholly owned subsidiary of the Company. Pursuant to the Purchase Agreement, the aggregate cash purchase price for the Acquisition was approximately $372 million, subject to customary post-closing adjustments. The closing cash consideration was funded with a combination of cash on hand and borrowings under the Credit Agreement described","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm"}},{"accession":"0001493152-26-025709","ticker":"NNE","company_name":"Nano Nuclear Energy Inc.","filed_at":"2026-05-29T10:30:26+00:00","headline":"Nano Nuclear acquires STS for up to $13M, adds nuclear logistics and $7.1M revenue","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","5.02","7.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-025709","json":"https://secwatch.observer/filing/0001493152-26-025709.json","markdown":"https://secwatch.observer/filing/0001493152-26-025709.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1923891/000149315226025709/0001493152-26-025709-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1923891/000149315226025709/form8-k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"intended to address and reconcile post-Closing claims, matters,\nand obligations between the parties, including a reduction in the aggregate purchase price from $745.0 million to $707.9 million and the\nremoval of certain post-Closing purchase price adjustments and related escrow. The Company and Sellers also entered into certain ancillary\nagreements, including a","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1083446/000110465925065009/0001104659-25-065009-index.htm","comparable_excerpt":"“STS Acquisition”). The closing of the STS Acquisition occurred on May 22, 2026 (the “Closing Date”). Pursuant\nto the Purchase Agreement, the Buyer Parties agreed to pay up to $13.0 million in total consideration for STS, consisting of (i) approximately\n$6.0 million in cash (the “Closing Cash Consideration”), subject to adjustment under certain conditions within 180","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1923891/000149315226025709/0001493152-26-025709-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: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 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":"ma_transaction","source_excerpt":"intended to address and reconcile post-Closing claims, matters,\nand obligations between the parties, including a reduction in the aggregate purchase price from $745.0 million to $707.9 million and the\nremoval of certain post-Closing purchase price adjustments and related escrow. The Company and Sellers also entered into certain ancillary\nagreements, including a","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1083446/000110465925065009/0001104659-25-065009-index.htm","comparable_excerpt":"of CS Digital (the “Acquisition”) on the same date. Aggregate Consideration. The aggregate\nconsideration payable by the Company under the Purchase Agreement consists of: (i) US$30,000,000 in upfront consideration, payable at\nclosing, comprised of (a) US$14,000,000 in newly issued shares of the Company’s Series D Preferred Stock, par value $1.00 per share\n(the","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026061792/0001213900-26-061792-index.htm"}},{"accession":"0001079973-26-000713","ticker":"NNUP","company_name":"NOCOPI TECHNOLOGIES INC/MD/","filed_at":"2026-05-21T11:05:14+00:00","headline":"Nocopi acquires Polymeric assets for $2.65M; appoints Gregory Babe as Executive Director of Operations","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001079973-26-000713","json":"https://secwatch.observer/filing/0001079973-26-000713.json","markdown":"https://secwatch.observer/filing/0001079973-26-000713.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/888981/000107997326000713/0001079973-26-000713-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/888981/000107997326000713/nnup_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"intended to address and reconcile post-Closing claims, matters,\nand obligations between the parties, including a reduction in the aggregate purchase price from $745.0 million to $707.9 million and the\nremoval of certain post-Closing purchase price adjustments and related escrow. The Company and Sellers also entered into certain ancillary\nagreements, including a","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1083446/000110465925065009/0001104659-25-065009-index.htm","comparable_excerpt":"contemplated thereby (the “ Closing ”) occurred simultaneously on May 18, 2026 (the\n“ Closing Date ”). Pursuant to the Asset Purchase Agreement, the aggregate\nconsideration was $2,650,000 (the “ Purchase Price ”), which consisted of (a) $1,900,000 in cash (the “ Cash\nConsideration ”), subject to customary working capital adjustments and other reductions described","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/888981/000107997326000713/0001079973-26-000713-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}