Welcome to our dedicated page for OMADA HEALTH SEC filings (Ticker: OMDA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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PENGUIN SOLUTIONS, INC. – FQ3 2025 (quarter ended 30 May 2025)
The first quarterly report issued after the U.S. redomiciliation (30 Jun 2025) shows continued top-line expansion but mixed bottom-line results as the company absorbs restructuring and financing costs.
- Revenue momentum: Net sales grew 7.9 % YoY to $324.3 million (nine-month YTD +20 % to $1.03 billion). Growth was driven by product sales (+11 % YoY) while service revenue slipped 2.9 %.
- Margins: Quarterly gross margin eased 30 bp to 29.3 %. An $5.3 million goodwill impairment related to the wind-down of the Penguin Edge business pushed operating margin down to 3.0 % (vs 3.8 %).
- Earnings: GAAP net income attributable to common fell to $2.7 million (-53 % YoY). After $3.0 million preferred dividends tied to the SK Telecom $200 million convertible preferred investment, common shareholders posted a -$0.01 diluted EPS versus +$0.10 a year earlier. YTD diluted EPS improved to $0.18 (FY24 YTD: -$0.53) on higher sales and lower interest expense.
- Cash & liquidity: Cash and equivalents surged to $709.9 million (Aug-24: $383.1 million) after the SKT investment, strong operating cash flow ($183.6 million YTD) and receipt of the $28.4 million deferred payment from the SMART Brazil sale. Current ratio stands at 2.6×.
- Capital structure: Total debt is stable at $659.5 million; net cash improved to ~+$50 million. $300 million TLA matures 2027; first convertible notes maturity ($20 million) in 2026.
- Shareholder returns: 2.46 million shares repurchased for $40.9 million YTD; $36.8 million remains under the $75 million January 2024 authorization.
- Corporate actions: • Completed redomiciliation to Delaware; Nasdaq ticker unchanged (PENG) effective 1 Jul 2025. • Continued wind-down of Penguin Edge expected to fully impair remaining $4.7 million goodwill by end-2025.
Outlook considerations
- Management expects positive free cash flow from the Edge wind-down but acknowledges further goodwill charges.
- Preferred dividends (6 % PIK/cash) will pressure EPS until potential conversion or redemption (earliest 2029 at company option).
- Remaining share-buyback flexibility, robust cash and lighter interest burden offer balance-sheet optionality.
Equity Bancshares, Inc. (NYSE: EQBK) filed an 8-K on 2 July 2025 to disclose several closing actions tied to its previously announced merger with NBC Corp. of Oklahoma.
- Material Definitive Agreement (Item 1.01): EQBK executed a Registration Rights Agreement with former NBC shareholders. The company will use “commercially reasonable efforts” to file and bring effective an SEC shelf registration that will allow those shareholders to resell the EQBK shares received in the merger on a Rule 415 continuous basis.
- Unregistered Equity Issuance (Item 3.02): EQBK issued 1,729,783 Class A common shares as merger consideration, relying on the private-placement exemption under Section 4(a)(2) of the Securities Act.
- Board Appointment (Item 5.02): C. Kendric Fergeson, former Chairman & CEO of NBC, joins both the EQBK and Equity Bank boards effective 3 July 2025 and will sit on the Risk Committee. He will receive standard non-employee director compensation; no related-party transactions were reported.
- Exhibits (Item 9.01): 2.1 – Agreement & Plan of Reorganization (previously filed); 10.1 – Registration Rights Agreement; 104 – Inline XBRL cover data.
The 8-K finalises the legal mechanics of the NBC acquisition, adds a seasoned community-bank leader to governance, and increases EQBK’s share count via a privately placed issuance that will shortly become freely tradeable once the shelf registration is declared effective.
Form 4 highlights an insider transaction at Thumzup Media Corp. (TZUP) dated 07/07/2025. Director and reporting person Danny Lupinelli disposed of a large block of derivative securities tied to the company’s common stock.
- Transaction type: Code “S” (sale) of an Option (Right to Buy).
- Volume sold: 750,000 option rights, each convertible into one share of common stock.
- Exercise price: $0.30 per share, implying total underlying value of $225,000.
- Background: The options stem from a January 9 2024 Option Purchase Agreement giving Hampton Growth Resources, LLC rights to acquire up to 1,400,000 shares. An Option Assignment Agreement dated 06/19/2025 transferred part of those rights, and the sale closed on 07/07/2025.
- Post-transaction holding: Lupinelli retains 650,223 derivative securities.
- Ownership status: Filing made by a single reporting person who is both a Director and 10% owner (as indicated).
In essence, the filing documents a sizeable insider sale of option rights—over half of the original 1.4 million share option—reducing Lupinelli’s derivative position while injecting $225k of proceeds.
On 07/07/2025, FMR LLC – the parent company of Fidelity Investments – and its chair & CEO Abigail P. Johnson filed a Schedule 13G disclosing ownership of 5,600,662 common shares of Omada Health, Inc. (OMDA), corresponding to 10.0 % of the outstanding stock as of the event date 06/30/2025.
The filing indicates a passive investment under Rule 13d-1(b). FMR LLC reports sole voting power and sole dispositive power over the entire position, with no shared voting or dispositive authority. Ms. Johnson is deemed a co-reporting beneficial owner because of her control of FMR LLC; she likewise claims sole dispositive power over the same shares.
No purchase price, transaction details, or intent to influence control are provided. The signatories certify that the shares were acquired in the ordinary course of business and not in connection with any control-changing objective or proxy contest. An exhibit lists the subsidiaries through which the securities are held, but those details are not included in the text provided.
Implications for investors:
- A blue-chip institutional investor now holds a double-digit stake, which can enhance market confidence and liquidity.
- Because the filing is on Schedule 13G, FMR signals a passive stance; however, surpassing the 10 % threshold increases its potential influence in future corporate governance matters if it later opts for an active role.
- The concentration of voting rights in a single institution could also become a risk factor should Fidelity decide to trim or exit the position.
The document contains no financial statements, earnings data, or management commentary; it is strictly an ownership disclosure required by SEC rules.
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