TCW Group (NASDAQ: ARAY) affiliates receive Accuray warrants tied to term loan

Rhea-AI Filing Summary

ACCURAY INC reported that an affiliated business unit of The TCW Group, Inc. received several warrants to purchase common stock as part of a financing arrangement. On May 19, 2026, entities within the TCW business unit, including TCW Rescue Financing Fund II LP and West Virginia Direct Lending LLC, were issued multiple warrant tranches with exercise prices ranging from $0.01 to $1.50 per share, all expiring on May 19, 2033.

The warrants were issued as consideration for making a Delayed Draw Term Loan under a Financing Agreement and no separate cash consideration was paid for the warrants. After this issuance, TCW reports warrants to purchase 18,942,059 shares of Accuray common stock, while disclaiming beneficial ownership beyond its pecuniary interest.

Insights

Institutional ownership & capital structure analyst

TCW receives long‑dated Accuray warrants tied to a loan financing.

The filing shows The TCW Group, Inc. business unit receiving multiple warrant series for Accuray common stock as consideration for a Delayed Draw Term Loan under a Financing Agreement. These are recorded as restructuring-type transactions (code J), not open‑market buys or sells.

Strike prices on the warrants range from $0.01 to $1.50 per share, with expiration on May 19, 2033. A footnote states that after this issuance, TCW holds warrants for 18,942,059 shares, while disclosing that securities are held by specific funds and that TCW disclaims beneficial ownership beyond its pecuniary interest.

The economic impact for existing shareholders depends on Accuray’s share count and future warrant exercises, which are not detailed here. The filing mainly clarifies institutional warrant holdings tied to the company’s term loan financing.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider TCW GROUP INC

Role null

Type	Security	Shares	Price	Value
Other	Warrant to Purchase Common Stock	1,010,028	$0.00	--
Other	Warrant to Purchase Common Stock	1,414,040	$0.00	--
Other	Warrant to Purchase Common Stock	808,023	$0.00	--
Other	Warrant to Purchase Common Stock	75,630	$0.00	--
Other	Warrant to Purchase Common Stock	105,882	$0.00	--
Other	Warrant to Purchase Common Stock	60,504	$0.00	--

Holdings After Transaction: Warrant to Purchase Common Stock — 1,010,028 shares (Indirect, See footnote)

Footnotes (1)

1. The TCW Group, Inc. ("TCW") is filing this Form 4 on behalf of itself and its direct and indirect subsidiaries, which collectively constituted TCW business unit (the "TCW Business Unit") TCW Rescue Financing Fund II LP and West Virginia Direct Lending LLC (the "Holders"), which both are a part of the TCW Business Unit, are the respective record holders of the warrants reported herein. As such, TCW may be deemed to have or share beneficial ownership of the shares issuable upon exercise held directly by the Holders. TCW disclaims any beneficial ownership of securities held by the Holders other than to the extent of any pecuniary interest it may have therein, directly or indirectly. The warrants reported on this Form 4 were issued to the Holders by the Issuer on May 19, 2026 as consideration for the making of a Delayed Draw Term Loan under the Financing Agreement, dated as of June 6, 2025 (as amended, amended and restated, supplemented, revised, or otherwise modified from time to time, the "Financing Agreement"), by and among the Issuer, the guarantors party thereto, TCW Asset Management Company LLC, as administrative agent and collateral agent, and the other parties signatory thereto. No separate consideration was paid for the warrants. After the issuance of the warrants reported on this Form 4, TCW owns warrants to purchase 18,942,059 shares of Common Stock of the Issuer.

Key Figures

Warrant tranche 1: 60,504 warrants at $0.01 Warrant tranche 2: 105,882 warrants at $1.50 Warrant tranche 3: 75,630 warrants at $1.25 +5 more

8 metrics

Warrant tranche 1 60,504 warrants at $0.01 Exercise price $0.01; expires May 19, 2033

Warrant tranche 2 105,882 warrants at $1.50 Exercise price $1.50; expires May 19, 2033

Warrant tranche 3 75,630 warrants at $1.25 Exercise price $1.25; expires May 19, 2033

Warrant tranche 4 808,023 warrants at $0.01 Exercise price $0.01; expires May 19, 2033

Warrant tranche 5 1,414,040 warrants at $1.50 Exercise price $1.50; expires May 19, 2033

Warrant tranche 6 1,010,028 warrants at $1.25 Exercise price $1.25; expires May 19, 2033

Total warrants held 18,942,059 shares Warrants to purchase Accuray common stock after issuance

Transaction classification 6 transactions, code J Other acquisition or disposition; restructuring-related entries

Key Terms

Warrant to Purchase Common Stock, Delayed Draw Term Loan, Financing Agreement, beneficial ownership, +1 more

5 terms

Warrant to Purchase Common Stock financial

"Warrant to Purchase Common Stock with specified exercise and expiration dates"

Delayed Draw Term Loan financial

"issued as consideration for the making of a Delayed Draw Term Loan under the Financing Agreement"

A delayed draw term loan is a financing agreement that lets a borrower take one or more lump-sum loans from a lender at agreed future dates within a set time window instead of receiving all funds up front. It matters to investors because it changes when and how much debt a company will carry, affecting cash flexibility, interest costs and risk exposure—think of it like an approved credit line you only tap when you need cash for a project.

Financing Agreement financial

"under the Financing Agreement, dated as of June 6, 2025, by and among the Issuer and other parties"

beneficial ownership financial

"TCW may be deemed to have or share beneficial ownership of the shares issuable upon exercise"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"TCW disclaims any beneficial ownership of securities held by the Holders other than to the extent of any pecuniary interest"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

TCW GROUP INC

(Last) (First) (Middle)

515 S. FLOWER STREET

(Street)

LOS ANGELES CALIFORNIA 90071

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ACCURAY INC [ ARAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant to Purchase Common Stock	$1.25	05/19/2026		J(2)		1,010,028		11/20/2026	05/19/2033	Common Stock	1,010,028	(2)	1,010,028	I	See footnote(1)
Warrant to Purchase Common Stock	$1.5	05/19/2026		J(2)		1,414,040		11/20/2026	05/19/2033	Common Stock	1,414,040	(2)	1,414,040	I	See footnote(1)
Warrant to Purchase Common Stock	$0.01	05/19/2026		J(2)		808,023		11/20/2026	05/19/2033	Common Stock	808,023	(2)	808,023	I	See footnote(1)
Warrant to Purchase Common Stock	$1.25	05/19/2026		J(2)		75,630		11/20/2026	05/19/2033	Common Stock	75,630	(2)	75,630	I	See footnote(1)
Warrant to Purchase Common Stock	$1.5	05/19/2026		J(2)		105,882		11/20/2026	05/19/2033	Common Stock	105,882	(2)	105,882	I	See footnote(1)
Warrant to Purchase Common Stock	$0.01	05/19/2026		J(2)		60,504		11/20/2026	05/19/2033	Common Stock	60,504	(2)	60,504	I	See footnote(1)

Explanation of Responses:

1. The TCW Group, Inc. ("TCW") is filing this Form 4 on behalf of itself and its direct and indirect subsidiaries, which collectively constituted TCW business unit (the "TCW Business Unit") TCW Rescue Financing Fund II LP and West Virginia Direct Lending LLC (the "Holders"), which both are a part of the TCW Business Unit, are the respective record holders of the warrants reported herein. As such, TCW may be deemed to have or share beneficial ownership of the shares issuable upon exercise held directly by the Holders. TCW disclaims any beneficial ownership of securities held by the Holders other than to the extent of any pecuniary interest it may have therein, directly or indirectly.

2. The warrants reported on this Form 4 were issued to the Holders by the Issuer on May 19, 2026 as consideration for the making of a Delayed Draw Term Loan under the Financing Agreement, dated as of June 6, 2025 (as amended, amended and restated, supplemented, revised, or otherwise modified from time to time, the "Financing Agreement"), by and among the Issuer, the guarantors party thereto, TCW Asset Management Company LLC, as administrative agent and collateral agent, and the other parties signatory thereto. No separate consideration was paid for the warrants. After the issuance of the warrants reported on this Form 4, TCW owns warrants to purchase 18,942,059 shares of Common Stock of the Issuer.

	/s/ The TCW Group, Inc. on behalf of the TCW Business Unit, by Andrew Bowden, as Executive Vice President	05/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What does the TCW Group Form 4 filing mean for Accuray (ARAY)?

The filing shows TCW-related entities receiving Accuray warrants as part of a Delayed Draw Term Loan. These warrants give the right to buy common shares at set prices through 2033, potentially increasing TCW’s equity exposure if exercised in the future.

How many Accuray shares can TCW’s warrants purchase after this Form 4?

After this issuance, TCW reports warrants to purchase 18,942,059 Accuray common shares. This total reflects warrants held across the TCW business unit, while TCW disclaims beneficial ownership beyond any pecuniary interest in the securities held by its affiliated holders.

What are the exercise prices of the new Accuray (ARAY) warrants held by TCW entities?

The reported warrants have exercise prices of $0.01, $1.25, and $1.50 per Accuray share. Each tranche has its own strike price, defining the cost to acquire common stock if the holders choose to exercise before expiration in May 2033.

When do the Accuray warrants received by TCW’s affiliated holders expire?

All the warrant tranches disclosed in this Form 4 expire on May 19, 2033. They are first exercisable starting November 20, 2026, giving the affiliated holders a long window to decide whether to convert the warrants into Accuray common shares.

Why were the new Accuray warrants issued to TCW’s affiliated holders?

The warrants were issued as consideration for making a Delayed Draw Term Loan under a Financing Agreement with Accuray. No separate cash consideration was paid for the warrants; instead, they are part of the overall financing package provided by TCW-affiliated entities.

Did TCW buy or sell Accuray stock on the open market in this Form 4?

No open-market Accuray stock trades are reported in this Form 4. The transactions are code J, indicating other types of acquisitions or dispositions. They reflect the issuance of warrants tied to a loan agreement rather than market purchases or sales of existing common shares.