8-K filed July 1, 2025, 7:59 PM ET CIK 0001318568

M&A confidence high sentiment positive materiality 1.00

Apollo Funds complete $6.3B acquisition of Everi and IGT Gaming & Digital; shareholders get $14.25

Everi Holdings Inc.

All-cash transaction valued at approx $6.3B; Everi shareholders receive $14.25 per share in cash.
IGT receives $4.05B gross cash proceeds; combined enterprise to operate under IGT name with three business units.
Everi common stock delisted from NYSE effective July 1, 2025; company becomes wholly owned by Apollo Funds.
Nick Khin appointed Interim CEO of combined IGT; Hector Fernandez expected to become CEO in Q4 2025.
Existing Everi credit agreement and 2029 notes redeemed; all obligations discharged.

item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 7.01 item 9.01

Machine-readable event card

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form_type: 8-K
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cik: 0001318568
company_name: Everi Holdings Inc.
filed_at: 2025-07-01T23:59:59+00:00
discovered_at: 2026-05-14T18:02:43.642506+00:00
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materiality_score: 1.0
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Source-grounded claims

3b71ff9eba35fb63d1656662b0e65fb885416372

Everi Holdings Inc.: Bylaws amended and restated in their entirety at Merger Effective Time.

at the Merger Effective Time, the bylaws of the Company were amended and restated in their entirety.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

7a40e9c06e587f18a8a18b4fd9dfdbc54e1667f6

Everi Holdings Inc.: Certificate of incorporation amended and restated in its entirety at Merger Effective Time.

at the Merger Effective Time, the certificate of incorporation of the Company was amended and restated in its entirety.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

dec8c5bd3e262210c02280a335845ed80b33326f

Everi Holdings Inc. completed an acquisition involving Everi Holdings Inc. (closed 2025-07-01).

On July 1, 2025, pursuant to the terms and conditions of the previously disclosed definitive agreements

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

e10f0026b4a0cc907e781fe25c0cf2a65d4185f1

Everi Holdings Inc. underwent a change of control involving Voyager Parent, LLC (an entity owned by funds managed by affiliates of Apollo Global Management, Inc.) for $14.25 in cash per share of Company common stock (closed 2025-07-01).

Buyer (the “Merger”); • All outstanding shares of the common stock, par value $0.001 per share, of the Company (“Company common stock”) were converted into the right to receive $14.25 in cash per share of Company common stock, without interest (the “Per Share Price”), subject to adjustment in accordance with the Delaware General Corporation Law, and • All

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

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Enviri II Corp

New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA

Enviri II Corp June 1, 2026, 5:18 PM ET m_and_a Items 1.01, 2.03, 3.03, 5.03, 5.01, 5.02, 5.05, 7.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 3.03, 5.01, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

at the Merger Effective Time, the bylaws of the Company were amended and restated in their entirety.

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In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.

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AMWD

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AMERICAN WOODMARK CORP May 28, 2026, 9:17 AM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

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at the Merger Effective Time, the bylaws of the Company were amended and restated in their entirety.

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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.

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Veris Residential, L.P. May 27, 2026, 4:44 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01

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

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at the Merger Effective Time, the bylaws of the Company were amended and restated in their entirety.

Comparable filing

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.

Filing page SEC filing

OCFC

OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus

OCEANFIRST FINANCIAL CORP June 1, 2026, 5:19 PM ET m_and_a Items 1.01, 3.02, 2.01, 2.03, 3.03, 5.02, 5.03, 7.01, 9.01

same fact type: ma_transaction same SEC item: 2.01, 3.03, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

On July 1, 2025, pursuant to the terms and conditions of the previously disclosed definitive agreements

Comparable filing

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 ”).

Filing page SEC filing

NVRI

Enviri completes sale of Clean Earth to Veolia for $3.04B; spins off remaining businesses as New Enviri

ENVIRI Corp June 1, 2026, 5:15 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 9.01

same fact type: ma_transaction same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 9.01 same event type: m_and_a similar materiality

This filing

On July 1, 2025, pursuant to the terms and conditions of the previously disclosed definitive agreements

Comparable filing

On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred

Filing page SEC filing

CVGW

Calavo completes acquisition by Mission Produce; shareholders receive 0.9790 Mission shares + $14.85 cash per share

CALAVO GROWERS INC May 29, 2026, 6:01 AM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

On July 1, 2025, pursuant to the terms and conditions of the previously disclosed definitive agreements

Comparable filing

Time and (y) the Merger Consideration Value. Aggregate Merger Consideration The total aggregate consideration payable to Calavo shareholders in the Mergers was approximately 17,531,182 Mission Produce Shares and $265,922,425. The cash consideration was paid by Mission Produce using a combination of (a) available cash on hand and (b) third-party debt financing.

Filing page SEC filing

RVYL

RTB Digital (formerly Ryvyl) closes merger; issues 4.4M shares, names Heckman CEO

RYVYL Inc. May 21, 2026, 4:05 PM ET m_and_a Items 2.01, 3.02, 5.01, 5.02, 5.03, 9.01

same fact type: ma_transaction same SEC item: 2.01, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

On July 1, 2025, pursuant to the terms and conditions of the previously disclosed definitive agreements

Comparable filing

On May 12, 2026 (the “Closing Date”), as contemplated by the Merger Agreement, following the satisfaction of the closing conditions set forth in the Merger Agreement, the Company completed its business combination with RTB (the “Merger”).

Filing page SEC filing

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MasterBrand, Inc. May 28, 2026, 9:11 AM ET m_and_a Items 2.01, 2.03, 5.02, 7.01, 9.01

same fact type: ma_transaction same SEC item: 2.01, 5.02, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

On July 1, 2025, pursuant to the terms and conditions of the previously disclosed definitive agreements

Comparable filing

Merger Consideration Pursuant to the Merger Agreement, at the Effective Time, each share of American Woodmark common stock outstanding was converted into the right to receive 5.150 shares of MasterBrand common stock (such ratio, the “Exchange Ratio”), plus cash in lieu of any fractional shares. Treatment of American Woodmark Equity Awards Pursuant to the

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Source: SEC EDGAR

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