{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-25-153550","form_type":"8-K","ticker":null,"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","generated_at":"2026-05-18T09:54:47.456867+00:00","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Apollo Funds complete $6.3B acquisition of Everi and IGT Gaming & Digital; shareholders get $14.25","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-25-153550","json":"https://secwatch.observer/filing/0001193125-25-153550.json","markdown":"https://secwatch.observer/filing/0001193125-25-153550.md","text":"https://secwatch.observer/filing/0001193125-25-153550.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1318568/000119312525153550/0001193125-25-153550-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1318568/000119312525153550/d159300d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-18T09:54:47.456867+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":"3b71ff9eba35fb63d1656662b0e65fb885416372","claim":"Everi Holdings Inc.: Bylaws amended and restated in their entirety at Merger Effective Time.","evidence_excerpt":"at the Merger Effective Time, the bylaws of the Company were amended and restated in their entirety.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1318568/000119312525153550/0001193125-25-153550-index.htm","confidence":0.9},{"claim_id":"7a40e9c06e587f18a8a18b4fd9dfdbc54e1667f6","claim":"Everi Holdings Inc.: Certificate of incorporation amended and restated in its entirety at Merger Effective Time.","evidence_excerpt":"at the Merger Effective Time, the certificate of incorporation of the Company was amended and restated in its entirety.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1318568/000119312525153550/0001193125-25-153550-index.htm","confidence":0.9},{"claim_id":"dec8c5bd3e262210c02280a335845ed80b33326f","claim":"Everi Holdings Inc. completed an acquisition involving Everi Holdings Inc. (closed 2025-07-01).","evidence_excerpt":"On July 1, 2025, pursuant to the terms and conditions of the previously disclosed definitive agreements","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1318568/000119312525153550/0001193125-25-153550-index.htm","confidence":0.9},{"claim_id":"e10f0026b4a0cc907e781fe25c0cf2a65d4185f1","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1318568/000119312525153550/0001193125-25-153550-index.htm","confidence":0.9}],"comparable_filings":[{"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: 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"],"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":"governance_change","source_excerpt":"at the Merger Effective Time, the bylaws of the Company were amended and restated in their entirety.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1318568/000119312525153550/0001193125-25-153550-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-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, 7.01, 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 Merger Effective Time, the bylaws of the Company were amended and restated in their entirety.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1318568/000119312525153550/0001193125-25-153550-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":"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 Merger Effective Time, the bylaws of the Company were amended and restated in their entirety.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1318568/000119312525153550/0001193125-25-153550-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":"0001193125-26-251758","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: 2.01, 3.03, 5.02, 5.03, 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":"On July 1, 2025, pursuant to the terms and conditions of the previously disclosed definitive agreements","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1318568/000119312525153550/0001193125-25-153550-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":"0001193125-26-251741","ticker":"NVRI","company_name":"ENVIRI Corp","filed_at":"2026-06-01T21:15:54+00:00","headline":"Enviri completes sale of Clean Earth to Veolia for $3.04B; spins off remaining businesses as New Enviri","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251741","json":"https://secwatch.observer/filing/0001193125-26-251741.json","markdown":"https://secwatch.observer/filing/0001193125-26-251741.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/d129138d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"On July 1, 2025, pursuant to the terms and conditions of the previously disclosed definitive agreements","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1318568/000119312525153550/0001193125-25-153550-index.htm","comparable_excerpt":"On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm"}},{"accession":"0001193125-26-246170","ticker":"CVGW","company_name":"CALAVO GROWERS INC","filed_at":"2026-05-29T10:01:19+00:00","headline":"Calavo completes acquisition by Mission Produce; shareholders receive 0.9790 Mission shares + $14.85 cash per share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-246170","json":"https://secwatch.observer/filing/0001193125-26-246170.json","markdown":"https://secwatch.observer/filing/0001193125-26-246170.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1133470/000119312526246170/0001193125-26-246170-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1133470/000119312526246170/d334380d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"On July 1, 2025, pursuant to the terms and conditions of the previously disclosed definitive agreements","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1318568/000119312525153550/0001193125-25-153550-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1133470/000119312526246170/0001193125-26-246170-index.htm"}},{"accession":"0001185185-26-002057","ticker":"RVYL","company_name":"RYVYL Inc.","filed_at":"2026-05-21T20:05:41+00:00","headline":"RTB Digital (formerly Ryvyl) closes merger; issues 4.4M shares, names Heckman CEO","event_type":"m_and_a","sec_items":["2.01","3.02","5.01","5.02","5.03","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001185185-26-002057","json":"https://secwatch.observer/filing/0001185185-26-002057.json","markdown":"https://secwatch.observer/filing/0001185185-26-002057.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1419275/000118518526002057/0001185185-26-002057-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1419275/000118518526002057/rtb8k052126.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"On July 1, 2025, pursuant to the terms and conditions of the previously disclosed definitive agreements","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1318568/000119312525153550/0001193125-25-153550-index.htm","comparable_excerpt":"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”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1419275/000118518526002057/0001185185-26-002057-index.htm"}},{"accession":"0001193125-26-243139","ticker":"MBC","company_name":"MasterBrand, Inc.","filed_at":"2026-05-28T13:11:57+00:00","headline":"MasterBrand completes all-stock merger with American Woodmark; expects $90M annual cost synergies by year 3","event_type":"m_and_a","sec_items":["2.01","2.03","5.02","7.01","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 5.02, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-243139","json":"https://secwatch.observer/filing/0001193125-26-243139.json","markdown":"https://secwatch.observer/filing/0001193125-26-243139.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1941365/000119312526243139/0001193125-26-243139-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1941365/000119312526243139/d104287d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"On July 1, 2025, pursuant to the terms and conditions of the previously disclosed definitive agreements","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1318568/000119312525153550/0001193125-25-153550-index.htm","comparable_excerpt":"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","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1941365/000119312526243139/0001193125-26-243139-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}