{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-153953","form_type":"8-K","ticker":"RPAY","cik":"0001720592","company_name":"Repay Holdings Corp","filed_at":"2026-04-14T23:59:59+00:00","discovered_at":"2026-05-14T18:02:32.805032+00:00","generated_at":"2026-05-15T06:24:05.998788+00:00","sec_items":["1.01","3.03","5.03","7.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Repay Holdings adopts stockholder rights plan with 12.5% trigger due to rapid stock accumulation","bullets":["Trigger at 12.5% beneficial ownership; rights exercisable 10 days after announcement of acquiring person.","Each right allows purchase of 1/1000th share of Series A Junior Participating Preferred for $17.00.","Rights expire April 13, 2027; board may redeem at $0.001 per right before distribution date.","Qualifying offer provision: 20% stockholders can demand special meeting to vote on exempting a qualifying offer.","Dividend of one right per share payable April 24, 2026 to holders of record as of that date."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-153953","json":"https://secwatch.observer/filing/0001193125-26-153953.json","markdown":"https://secwatch.observer/filing/0001193125-26-153953.md","text":"https://secwatch.observer/filing/0001193125-26-153953.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526153953/0001193125-26-153953-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526153953/d893808d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T06:24:05.998788+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":"26c5b048289825bf68b37b07833dea4c53543147","claim":"Repay Holdings Corp: Adopted Certificate of Designation for Series A Junior Participating Preferred Stock in connection with stockholder rights plan (effective 2026-04-14).","evidence_excerpt":"In connection with the adoption of the Rights Agreement, the Company has adopted a Certificate of Designation of Series A Junior Participating Preferred Stock (the “Certificate of Designation”). The Certificate of Designation was filed with the Secretary of State of the State of Delaware on April 14, 2026.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526153953/0001193125-26-153953-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001104659-26-053557","ticker":"CWEN","company_name":"Clearway Energy, Inc.","filed_at":"2026-05-01T23:59:59+00:00","headline":"Clearway Energy eliminates Class A stock; converts all shares to reduced-vote Class C","event_type":"other_material","sec_items":["1.01","3.03","5.03","5.07","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 3.03, 5.03, 7.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-053557","json":"https://secwatch.observer/filing/0001104659-26-053557.json","markdown":"https://secwatch.observer/filing/0001104659-26-053557.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1567683/000110465926053557/0001104659-26-053557-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1567683/000110465926053557/tm2613249d1_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"In connection with the adoption of the Rights Agreement, the Company has adopted a Certificate of Designation of Series A Junior Participating Preferred Stock (the “Certificate of Designation”). The Certificate of Designation was filed with the Secretary of State of the State of Delaware on April 14, 2026.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526153953/0001193125-26-153953-index.htm","comparable_excerpt":"Following the Class A Conversion, on May 1, 2026, the Company filed with the Delaware Secretary of State a certificate of retirement pursuant to Section 243 of the DGCL (the “Certificate of Retirement”) to retire all shares of Class A common stock converted in the Class A Conversion, which also had the effect of amending the Amended Charter to (i) reduce the total number of authorized shares of Class A common stock from 34,613,853 to zero, (ii) reduce the total number of authorized shares of capital stock of the Company from 2,544,613,853 to 2,510,000,000 and (iii) eliminate from the Amended Charter all references to the Class A common stock (collectively, the “Class A Retirement”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1567683/000110465926053557/0001104659-26-053557-index.htm"}},{"accession":"0001287032-26-000174","ticker":"PSEC","company_name":"PROSPECT CAPITAL CORP","filed_at":"2026-05-08T23:59:59+00:00","headline":"Prospect Capital enters $400M at-the-market preferred stock offering; reclassifies 16M common shares","event_type":"other_material","sec_items":["1.01","3.03","5.03","9.01"],"materiality_score":0.65,"calibrated_materiality_score":0.65,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 3.03, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001287032-26-000174","json":"https://secwatch.observer/filing/0001287032-26-000174.json","markdown":"https://secwatch.observer/filing/0001287032-26-000174.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1287032/000128703226000174/0001287032-26-000174-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1287032/000128703226000174/psec-20260508.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"In connection with the adoption of the Rights Agreement, the Company has adopted a Certificate of Designation of Series A Junior Participating Preferred Stock (the “Certificate of Designation”). The Certificate of Designation was filed with the Secretary of State of the State of Delaware on April 14, 2026.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526153953/0001193125-26-153953-index.htm","comparable_excerpt":"On May 8, 2026, in connection with the Offering, the Company filed Articles Supplementary (the “Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland (“SDAT”), reclassifying and designating 16,000,000 authorized and unissued shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), into shares of Series A Preferred Stock.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1287032/000128703226000174/0001287032-26-000174-index.htm"}},{"accession":"0001104659-26-057200","ticker":"CUK","company_name":"CARNIVAL PLC","filed_at":"2026-05-07T23:59:59+00:00","headline":"Carnival completes DLC unification and redomiciliation to Bermuda; Carnival plc now a subsidiary","event_type":"other_material","sec_items":["1.02","2.01","3.01","3.02","3.03","5.01","5.03","7.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: governance_change","same SEC item: 3.03, 5.03, 7.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057200","json":"https://secwatch.observer/filing/0001104659-26-057200.json","markdown":"https://secwatch.observer/filing/0001104659-26-057200.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1125259/000110465926057200/0001104659-26-057200-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/815097/000110465926057200/tm2613680d1_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"In connection with the adoption of the Rights Agreement, the Company has adopted a Certificate of Designation of Series A Junior Participating Preferred Stock (the “Certificate of Designation”). The Certificate of Designation was filed with the Secretary of State of the State of Delaware on April 14, 2026.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526153953/0001193125-26-153953-index.htm","comparable_excerpt":"In addition, Carnival Corporation also migrated its jurisdiction of incorporation from the Republic of Panama to Bermuda and changed its name to \"Carnival Corporation Ltd.\" (the \"Redomiciliation\" and, together with the DLC Unification, the \"DLC Unification and Redomiciliation Transactions\").","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1125259/000110465926057200/0001104659-26-057200-index.htm"}},{"accession":"0001437749-26-014595","ticker":"TRCK","company_name":"Track Group, Inc.","filed_at":"2026-05-04T23:59:59+00:00","headline":"Track Group completes $10.3M PIPE and $21M term loan, reduces net debt 63%","event_type":"other_material","sec_items":["1.01","5.02","2.03","3.02","5.03","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 5.03, 7.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-26-014595","json":"https://secwatch.observer/filing/0001437749-26-014595.json","markdown":"https://secwatch.observer/filing/0001437749-26-014595.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1045942/000143774926014595/0001437749-26-014595-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1045942/000143774926014595/trkg20260430_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"In connection with the adoption of the Rights Agreement, the Company has adopted a Certificate of Designation of Series A Junior Participating Preferred Stock (the “Certificate of Designation”). The Certificate of Designation was filed with the Secretary of State of the State of Delaware on April 14, 2026.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526153953/0001193125-26-153953-index.htm","comparable_excerpt":"The Certificate of Amendment increased the total number of shares of Common Stock authorized for issuance thereunder from 30,000,000 shares to 60,000,000 shares, effective April 30, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1045942/000143774926014595/0001437749-26-014595-index.htm"}},{"accession":"0001649739-26-000020","ticker":"BAFN","company_name":"BayFirst Financial Corp.","filed_at":"2026-04-30T23:59:59+00:00","headline":"BayFirst raises $80M in PIPE, reports Q1 loss of $5.7M, names new bank CEO","event_type":"other_material","sec_items":["1.01","3.02","5.03","2.02","5.02","7.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 5.03, 7.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001649739-26-000020","json":"https://secwatch.observer/filing/0001649739-26-000020.json","markdown":"https://secwatch.observer/filing/0001649739-26-000020.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1649739/000164973926000020/0001649739-26-000020-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1649739/000164973926000020/bafn-20260428.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"In connection with the adoption of the Rights Agreement, the Company has adopted a Certificate of Designation of Series A Junior Participating Preferred Stock (the “Certificate of Designation”). The Certificate of Designation was filed with the Secretary of State of the State of Delaware on April 14, 2026.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526153953/0001193125-26-153953-index.htm","comparable_excerpt":"On April 28, 2026, the Company filed Articles of Amendment to its Articles of Incorporation with the Florida Division of Corporations creating and authorizing 4,000 shares of Series D Preferred Stock and 4,000 shares of Series E Preferred Stock.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1649739/000164973926000020/0001649739-26-000020-index.htm"}},{"accession":"0001185185-26-002273","ticker":"DGAC","company_name":"DISCIPLINED GROWTH ACQUISITION Corp","filed_at":"2026-06-01T20:15:34+00:00","headline":"Disciplined Growth Acquisition Corp. closes $150M IPO on NYSE","event_type":"other_material","sec_items":["1.01","3.02","5.02","5.03","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001185185-26-002273","json":"https://secwatch.observer/filing/0001185185-26-002273.json","markdown":"https://secwatch.observer/filing/0001185185-26-002273.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2111038/000118518526002273/0001185185-26-002273-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2111038/000118518526002273/dgac8k052926.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"In connection with the adoption of the Rights Agreement, the Company has adopted a Certificate of Designation of Series A Junior Participating Preferred Stock (the “Certificate of Designation”). The Certificate of Designation was filed with the Secretary of State of the State of Delaware on April 14, 2026.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526153953/0001193125-26-153953-index.htm","comparable_excerpt":"On May 26, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on May 26, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2111038/000118518526002273/0001185185-26-002273-index.htm"}},{"accession":"0001829126-26-004879","ticker":"SAGU","company_name":"Shreya Acquisition Group","filed_at":"2026-05-11T23:59:59+00:00","headline":"Shreya Acquisition Group closes $110M IPO, 11M units at $10 each on NYSE","event_type":"other_material","sec_items":["1.01","3.02","5.02","5.03","8.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001829126-26-004879","json":"https://secwatch.observer/filing/0001829126-26-004879.json","markdown":"https://secwatch.observer/filing/0001829126-26-004879.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2083452/000182912626004879/0001829126-26-004879-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2083452/000182912626004879/shreyaacq_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"In connection with the adoption of the Rights Agreement, the Company has adopted a Certificate of Designation of Series A Junior Participating Preferred Stock (the “Certificate of Designation”). The Certificate of Designation was filed with the Secretary of State of the State of Delaware on April 14, 2026.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526153953/0001193125-26-153953-index.htm","comparable_excerpt":"On May 6, 2026, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2083452/000182912626004879/0001829126-26-004879-index.htm"}},{"accession":"0001193125-26-207628","ticker":"BNZI","company_name":"Banzai International, Inc.","filed_at":"2026-05-06T23:59:59+00:00","headline":"Banzai announces 1-for-20 reverse stock split effective May 8, 2026 to maintain Nasdaq compliance","event_type":"other_material","sec_items":["3.03","5.03","8.01","9.01"],"materiality_score":0.65,"calibrated_materiality_score":0.65,"match_reasons":["same fact type: governance_change","same SEC item: 3.03, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-207628","json":"https://secwatch.observer/filing/0001193125-26-207628.json","markdown":"https://secwatch.observer/filing/0001193125-26-207628.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1826011/000119312526207628/0001193125-26-207628-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1826011/000119312526207628/bnzi-20260505.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"In connection with the adoption of the Rights Agreement, the Company has adopted a Certificate of Designation of Series A Junior Participating Preferred Stock (the “Certificate of Designation”). The Certificate of Designation was filed with the Secretary of State of the State of Delaware on April 14, 2026.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526153953/0001193125-26-153953-index.htm","comparable_excerpt":"On April 28, 2026, the Company filed a Certificate of Amendment to its COI with the Secretary of State of Delaware (the “Certificate of Amendment”), for the Reverse Stock Split at a ratio of 1-for-20.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1826011/000119312526207628/0001193125-26-207628-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}