Every 8-K that Electro-Sensors Inc (ELSE) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow ELSE and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ELSE filings page.
Electro-Sensors, Inc. completed a cash merger with Steute Burwell, Inc., a Minnesota corporation and wholly owned subsidiary of steute Industrial Controls, Inc. On July 30, 2026, Merger Sub merged with and into Electro-Sensors, which survived as a wholly owned subsidiary of Parent.
At the Effective Time, each outstanding share of common stock was converted into the right to receive $7.75 in cash, before tax withholding and without interest. All outstanding stock options and restricted stock units fully vested, were canceled, and became entitled to cash based on the same $7.75 per share Merger Consideration.
As a result, a change in control occurred and the company became wholly owned by Parent. The common stock will cease trading on the Nasdaq Capital Market, Nasdaq has been asked to file Form 25 to remove the listing, and the company intends to file Form 15 to terminate SEC registration. Several directors resigned at the Effective Time, and the subsidiary’s amended and restated articles and bylaws became those of Electro-Sensors.
Electro-Sensors, Inc. held a special shareholder meeting on July 21, 2026, where shareholders approved the Agreement and Plan of Merger dated April 20, 2026 with steute Industrial Controls, Inc. and its subsidiary Steute Burwell, Inc. Merger Sub will merge into Electro-Sensors, which will continue as the surviving corporation and become a wholly owned subsidiary of the parent. As of the June 10, 2026 record date, there were 3,532,423 common shares outstanding; 2,371,955 shares, or about 67.14%, were represented, constituting a quorum. The merger proposal received 2,339,552 votes for, 5,382 against, and 27,021 abstentions.
Shareholders also approved, on a non-binding advisory basis, compensation that may be paid to the company’s named executive officer under Item 402(t), with 1,789,409 votes for, 397,574 against, and 184,972 abstentions. An adjournment proposal was likewise approved, with 2,188,445 votes for, 169,648 against, and 13,862 abstentions. Completion of the merger remains subject to satisfaction or waiver of the remaining closing conditions in the merger agreement.
Electro-Sensors, Inc. filed an amended current report to attach key documents related to a planned merger. The 8-K/A adds the full Agreement and Plan of Merger dated April 20, 2026 and a form of Support Agreement as official exhibits.
Electro-Sensors, Inc. has agreed to be acquired in an all-cash merger. The company entered into an Agreement and Plan of Merger with steute Industrial Controls, Inc. and its subsidiary, under which Electro-Sensors will become a wholly owned subsidiary of steute.
At closing, each Electro-Sensors common share (other than certain excluded and dissenting shares) will be converted into the right to receive $7.75 in cash per share, before tax withholding and without interest. The board of directors approved the Merger Agreement and plans to recommend that shareholders approve it.
Closing is subject to customary conditions, including shareholder approval, the absence of injunctions, accuracy of representations, performance of covenants, no material adverse effect, ESOP-related approvals, limited exercise of dissenters’ rights, and Option Cancellation Receipts. Certain directors and significant holders signed Support Agreements to vote in favor of the merger.
If the deal is terminated in specified circumstances, such as a board recommendation change or the company entering into an alternative transaction, Electro-Sensors must pay steute a $1,000,000 termination fee plus up to $300,000 of expenses. The filing also outlines extensive forward-looking statement cautions and describes the upcoming proxy statement that will provide detailed information for shareholders.