Recent 8-K filings for DRDB

• June 2, 2026, 4:05 PM ET other material materiality 0.25 neutral item 5.02item 9.01

  CFO John J. Birmingham extends term with $25k one-time payment for SEC filings

  CFO John J. Birmingham executed a CFO Offer Addendum on May 27, 2026, extending his term until termination, business combination, winding up, or removal.

• May 15, 2026, 4:06 PM ET leadership materiality 0.50 positive item 5.02item 9.01 ◈ executive_change ×4

  Roman DBDR appoints Hunter Gary to board and Al Basseri as CTO ahead of ThomasLloyd combination

  Michael Woods resigned as director May 11; Hunter Gary appointed as independent director and Compensation Committee member.

• April 28, 2026, 7:59 PM ET leadership materiality 0.50 neutral item 5.02item 9.01 ◈ executive_change ×2

  Roman DBDR appoints Randolph C. Read to board ahead of ThomasLloyd combination

  James Nevels resigned as director effective April 22, 2026.

• February 27, 2026, 6:59 PM ET M&A materiality 0.80 neutral item 1.01item 7.01item 8.01item 9.01 ◈ Material Agreements

  Roman DBDR II agrees to $850M de-SPAC merger with ThomasLloyd Climate Solutions

  Equity value of ThomasLloyd set at $850M; SPAC shareholders can redeem for cash at closing.

• October 3, 2025, 7:59 PM ET leadership materiality 0.25 neutral item 5.02item 9.01

  Roman DBDR Acquisition Corp. II appoints John J. Birmingham as CFO after John C. Small resigns

  John C. Small resigned as CFO effective Sept 30, 2025; Board appointed John J. Birmingham on Oct 1, 2025.

• September 18, 2025, 7:59 PM ET regulatory materiality 0.65 negative item 3.01item 8.01item 9.01 ◈ Listing & Compliance Notices

  Roman DBDR Acquisition Corp. II receives Nasdaq deficiency letter for late Q2 2025 10-Q

  Received Nasdaq deficiency letter on Aug 28, 2025 for failure to file Quarterly Report (Form 10-Q) for Q2 ended June 30, 2025.

• April 7, 2025, 7:59 PM ET other material materiality 0.60 negative item 4.01item 9.01

  Roman DBDR Acquisition Corp. II replaces auditor Marcum with CBIZ; prior report included going concern doubt

  Marcum resigned on April 3, 2025, after CBIZ acquired its attest business on November 1, 2024.

• January 31, 2025, 6:59 PM ET other materiality 0.25 neutral item 8.01item 9.01

  Roman DBDR announces separate trading of shares and warrants effective Feb 3, 2025

  Effective February 3, 2025, holders of DRDBU units may elect to separate into Class A ordinary shares (DRDB) and warrants (DRDBW).

• January 28, 2025, 6:59 PM ET other material materiality 0.40 neutral item 8.01item 9.01

  Roman DBDR Acquisition Corp. II closes IPO over-allotment exercise, total gross proceeds $230M

  Over-allotment of 3M units at $10/unit closed Jan 27, 2025, raising $30M gross proceeds.

• January 3, 2025, 6:59 PM ET other material materiality 0.50 negative item 8.01item 9.01

  Roman DBDR Acquisition Corp. II closes $200M IPO and private placement; auditor flags going concern

  Sold 20M units at $10.00 each, gross proceeds $200M; private placement of 7.385M warrants at $1.00 each ($7.385M).

• December 17, 2024, 6:59 PM ET other material materiality 0.50 neutral item 1.01item 3.02item 5.02item 5.03item 8.01item 9.01

  Roman DBDR Acquisition Corp. II closes $200M IPO; targets cybersecurity, AI, fintech

  IPO of 20M units at $10/unit raised $200M gross proceeds; units listed on Nasdaq under DRDBU.

Executive changes

Materiality & sentiment trend

Max materiality 0.80 · Median 0.50 · Most common event other_material

1 positive 3 negative 7 neutral

source · DRDB on sec.gov