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CYCC 鈥� Insider Transaction Summary (Form 4, filed 8/4/25)

• Reporting person: David E. Lazar, previously a 鈮�10% owner.
• Transaction: On 07/30/25 Lazar sold 6,750 common shares at $12.36, an aggregate value of roughly $83.4k.
• Post-sale stake: 155,838 common shares held directly.
• Reverse split impact: Holdings reflect the 1-for-15 reverse split effected 07/07/25.
• Exit filing: After this sale Lazar鈥檚 ownership fell below the 10% threshold, ending Section 16 insider status.
• Prior error corrected: A February 28 filing mistakenly listed 354,738 Series D preferred shares that had already converted into 162,588 common shares (post-split).

Investor take-away: The divestiture is modest in absolute terms but material because it removes a former large shareholder from insider reporting requirements, potentially reducing future visibility into his trades. No derivative transactions or option activity were reported.

The Pennant Group, Inc. (PNTG) 鈥� Form 144 filing discloses a proposed Rule 144 sale of 3,995 common shares, representing roughly 0.01 % of the 34.47 million shares outstanding. The shares carry an aggregate market value of $93,229.72 and are expected to be sold on or after 28 Jul 2025 through Fidelity Brokerage Services on the NASDAQ.

The securities were acquired via restricted-stock vesting on 25 Jul 2025 as compensation; no cash purchase was involved. The filer reports no other sales in the past three months and certifies that no undisclosed material adverse information exists. The notice contains no additional financial metrics or identity details of the seller.

DNOW Inc. has filed a Form S-4 to register shares for its proposed all-stock acquisition of MRC Global Inc.. Each outstanding MRC share will be exchanged for 0.9489 DNOW shares, with cash paid for fractional shares. Using DNOW鈥檚 25 Jun 2025 closing price, the implied value was approximately $13.85 per MRC share. Post-merger ownership is expected at roughly 56.5 % DNOW holders and 43.5 % MRC holders.

The deal is executed via two sequential mergers: (1) Buck Merger Sub, a DNOW subsidiary, merges into MRC (First Merger); (2) the surviving MRC entity immediately merges into Stag Merger Sub LLC (Second Merger), leaving MRC as a wholly-owned DNOW subsidiary. DNOW will expand its board from eight to ten members to include two current MRC directors.

Completion is targeted for 4Q 2025 and is conditioned on: separate shareholder approvals (DNOW share issuance; MRC merger adoption), HSR and other antitrust clearances, SEC effectiveness of this registration, and NYSE listing of the new DNOW shares. If consummated, MRC stock will be delisted. Either party may terminate if closing has not occurred by 26 Jun 2026 (extendable twice) or if approvals are not obtained, with customary termination fees applicable.

DNOW Inc. has filed a Form S-4 to register shares for its proposed all-stock acquisition of MRC Global Inc.. Each outstanding MRC share will be exchanged for 0.9489 DNOW shares, with cash paid for fractional shares. Using DNOW鈥檚 25 Jun 2025 closing price, the implied value was approximately $13.85 per MRC share. Post-merger ownership is expected at roughly 56.5 % DNOW holders and 43.5 % MRC holders.

The deal is executed via two sequential mergers: (1) Buck Merger Sub, a DNOW subsidiary, merges into MRC (First Merger); (2) the surviving MRC entity immediately merges into Stag Merger Sub LLC (Second Merger), leaving MRC as a wholly-owned DNOW subsidiary. DNOW will expand its board from eight to ten members to include two current MRC directors.

Completion is targeted for 4Q 2025 and is conditioned on: separate shareholder approvals (DNOW share issuance; MRC merger adoption), HSR and other antitrust clearances, SEC effectiveness of this registration, and NYSE listing of the new DNOW shares. If consummated, MRC stock will be delisted. Either party may terminate if closing has not occurred by 26 Jun 2026 (extendable twice) or if approvals are not obtained, with customary termination fees applicable.

FOXO Technologies Inc. ("FOXO") has circulated a Definitive Information Statement (DEF 14C) dated July 7 2025 announcing that holders of approximately 82% of the company鈥檚 91.6 million voting rights have already provided written consent for nine material corporate actions. As a result, no shareholder meeting or proxy solicitation will occur; the actions become effective 20 days after mailing.

Items 1-8: Shareholders approved the potential issuance of well over 20% of outstanding Class A common shares to cover (i) conversions of every class of preferred stock (Series A-D), (ii) conversion of roughly US$1.8 million in outstanding convertible promissory notes held by ClearThink, LGH, Lucas Ventures, IG Holdings and 1800 Diagonal, (iii) issuance of up to 5.15 million shares to Smithline Family Trust II under an amended exchange agreement, (iv) equity compensation of 40,000 shares to director Bret Barnes under NYSE American Section 711, and (v) equity compensation/finder shares to J.H. Darbie & Co. The approvals satisfy NYSE American Section 713 (20% dilution) and Section 711 (equity compensation) thresholds, enabling FOXO to convert or issue securities even if pricing is below the 鈥淢inimum Price鈥�.

Item 9: Shareholders also authorized the Board to implement, at its sole discretion any time before November 6 2025, a 1-for-1.99 reverse stock split. Post-split, outstanding common shares would fall from 20.14 million to roughly 10.07 million, with no change to the 500 million authorized share limit, thereby increasing the pool of authorized but unissued stock. The reverse split is primarily intended to keep the share price above NYSE American鈥檚 US$0.10 delisting threshold and to avoid the cumulative 200-to-1 reverse-split limit within two years.

Capital structure snapshot (as of 23 Jun 25):

• Common shares outstanding: 20,143,846
• Series A Preferred: 19,650 shares (aggregate voting power 91.5 million)
• Series B Preferred: 3,245 shares
• Series C Preferred: 573.75 shares
• Series D Preferred: 4,312 shares
• Convertible notes outstanding (principal): 鈮� US$1.8 million

Implications for investors: The authorizations remove conversion caps, paving the way for substantial dilution once preferred shares and notes convert鈥攐ften at 90% of five-day VWAP or fixed prices as low as US$0.10. Conversely, securing formal approval keeps FOXO in compliance with exchange rules, preserves its NYSE American listing, and may facilitate future capital raises.

Dow Inc. (NYSE: DOW) filed an 8-K announcing Board-approved restructuring actions dated June 30, 2025. The program targets under-performing European upstream assets and selected corporate facilities. Dow will shut down: (1) an ethylene cracker in B枚hlen, Germany (Packaging & Specialty Plastics), (2) chlor-alkali & vinyl assets in Schkopau, Germany (Industrial Intermediates & Infrastructure), and (3) a basic siloxanes plant in Barry, U.K. (Performance Materials & Coatings). Implementation begins mid-2026 with full shutdowns by 4Q27; decommissioning may continue through 2029.

Financial impact

• Total 2Q25 restructuring charge: $630-$790 million.
• Composition: asset write-downs/write-offs $330-$360 million; exit & disposal costs $160-$260 million; severance & benefits $140-$170 million.
• Future cash payments related to these charges: $300-$430 million over four years.
• Additional implementation costs (expensed as incurred): $260-$350 million with cash outlay of $205-$260 million.
• Separate table cites an aggregate cash outlay of ~$500 million for asset shutdowns.

Operational benefits

• Management targets an Operating EBITDA uplift of ~$200 million, reaching 50% by end-2027 and full run-rate by 2029.
• Average annual capex avoidance estimated at ~$60 million.
• Actions aim to 鈥渞ight-size鈥� capacity, reduce merchant sales exposure and eliminate higher-cost, energy-intensive assets, improving European profitability.

Workforce & other considerations

• Approximately 800 positions will be eliminated in addition to the 1,500 roles cut under the January 2025 $1 billion cost-savings plan.
• Potential environmental remediation costs are still under assessment and could trigger further charges.
• Dow will conduct required information and consultation processes with local stakeholders.

Overall, the filing signals a sizable near-term earnings hit and cash commitment, but management projects meaningful medium-term margin improvement and capital efficiency once the shutdowns are complete.

Perma-Fix Environmental Services, Inc. (PESI) has disclosed an insider transaction via SEC Form 4. On 07/01/2025, company director Zach Paul Wamp acquired 1,153 shares of common stock at $7.89 each. The purchase lifts his direct holdings to 49,365 shares. No dispositions, derivative securities, or 10b5-1 plan indications were reported.

While the dollar value of the trade is modest, the action marginally increases board-level exposure to the stock and can be interpreted as a signal of incremental insider confidence.

Campbell Soup Company (CPB) Form 4 filing 鈥� insider activity. On 26 June 2025, Director Sarah Hofstetter acquired 1,348.51 units of phantom stock, an award whose value mirrors one share of common stock. The units were granted at a stated price of $0 under the company鈥檚 Supplemental Retirement Plan and are fully vested. After the transaction, Hofstetter鈥檚 total phantom-stock holdings rose to 25,710.86 units, which now include 262.25 units accumulated through dividend reinvestment since her last report. Phantom stock will be settled in cash upon the director鈥檚 retirement, resignation, or termination. No sales or disposals were reported, and there were no changes in non-derivative common-stock ownership.

Because the award represents routine director compensation and has an estimated market value far below materiality thresholds relative to Campbell鈥檚 market capitalisation, the filing is considered informational rather than market-moving. Nevertheless, the absence of sales and the continuing accumulation of stock-equivalent units signal ongoing alignment of director interests with shareholder value.