Post Hldgs Inc SEC Filings

FARO Technologies, Inc. (NASDAQ: FARO) has filed an Item 8.01 Form 8-K to provide supplemental proxy disclosures and an antitrust status update related to its pending $44.00-per-share all-cash merger with AMETEK, Inc.

Shareholder litigation & proxy supplementation. Two substantially similar lawsuits—Sullivan v. FARO (6/19/25) and Brady v. FARO (6/20/25)—and several demand letters allege the June 12, 2025 proxy omitted material information on financial projections, Evercore’s fairness work, potential conflicts and the sale process. Although the board maintains the proxy complies with securities laws, it has voluntarily expanded disclosure to avoid delay. Additions clarify: (1) initial outreach to 36 parties and 14 confidentiality agreements with “don’t-ask-don’t-waive” standstills; (2) AMETEK’s March 6, 2025 $36 cash indication contained no executive employment guarantees; (3) board independence; (4) key Evercore valuation inputs—DCF terminal growth 4-6 %, WACC 12.5-14.5 % and terminal FCF of ~$79 million—yielding implied equity value of $30.25-$46.25 versus the $44.00 offer; (5) updated trading-comp, precedent-transaction and premium analyses; and (6) director and officer share ownership.

Antitrust progress. Early termination of the U.S. HSR waiting period was received on 6/12/25; clearances were also obtained in Germany (6/26/25) and Austria (6/28/25). Approval is still required in Romania.

Next steps. A special shareholder meeting to vote on the merger remains set for July 15, 2025, with the board unanimously recommending a “FOR” vote on all proposals. The merger agreement contains a ~$28 million termination fee payable by FARO under certain circumstances.

Key risks reiterated. The filing recaps risk factors such as failure to obtain remaining approvals or shareholder consent, disruption to operations, potential litigation costs, and share-price volatility if the deal is not completed.

Overall, the supplemental information is designed to reduce litigation overhang, enhance transparency for shareholders and support timely closing, while signaling that regulatory hurdles are largely cleared except for Romania.

Form 4 filing overview: On 06/30/2025, Post Holdings, Inc. (POST) director Jennifer Kuperman Johnson acquired an additional 101.906 Post stock equivalents under the company’s Deferred Compensation Plan for Non-Management Directors. The acquisition, coded “A,” was effected at a reference price of $109.03 per equivalent share. Following the credit, the reporting person now holds 5,794.335 stock equivalents, all reported as direct beneficial ownership. The stock equivalents have no fixed vesting or expiration dates and are distributed in cash, one-for-one, upon the director’s separation from the Board.

No open-market purchase or sale of common stock occurred; the transaction solely reflects routine deferral of board retainers into equity equivalents. There were no non-derivative transactions disclosed in Table I.

Match Group, Inc. (MTCH) – Form 4 insider transaction

Director Glenn H. Schiffman reported one transaction dated 30 June 2025 under the company’s 2020 Deferred Compensation Plan for Non-Employee Directors. The filing shows an acquisition of 486 share units of Match Group common stock at a reference price of $30.89 per unit. Following the credit, Mr. Schiffman’s aggregate beneficial ownership stands at 42,983 shares, comprising 37,933 directly-held shares and 5,050 deferred share units.

The transaction was coded “A” (acquisition) and executed automatically through the deferred compensation plan, not an open-market purchase. No derivative securities were reported. The ownership form is direct.

Given Match Group’s ~280 million shares outstanding, the incremental 486 units represent <0.0002% of total shares and are therefore immaterial to the company’s capital structure. However, continued share accumulation by a board member may be interpreted by some investors as a sign of ongoing alignment with shareholder interests.

Hillenbrand, Inc. (HI) filed a Form 4 indicating that director Neil S. Novich received a total of 731 Restricted Stock Units (RSUs) on 30 June 2025. The RSUs were granted through the company’s deferred stock award program and conversion of deferred director fees, each carrying dividend-equivalent rights and issued at $0 cost. Depending on grant date, the RSUs either vest immediately or on the earlier of the next annual meeting or one year after grant, with share delivery deferred until Mr. Novich leaves the board or upon specific triggering events such as a change in control. No common-stock purchases or sales were reported, so cash flow and share count remain unaffected. Post-grant, the director’s beneficial holdings across award pools range between roughly 2,800 and 6,000 units, underscoring ongoing equity alignment with shareholders.

On 30 June 2025, Alight, Inc. (ALIT) filed a Form 4 indicating that director Richard N. Massey received 5,079 Class A common shares as his quarterly board retainer, electing stock instead of the $28,750 cash payment. The share count was calculated at the closing price of $5.66 on the grant date, and no transaction fees or open-market activity were involved. After the award, Massey’s direct beneficial ownership rises to 1,582,507 shares; the filing also notes additional unvested restricted stock units.

This is a routine, compensation-related, non-derivative acquisition made under Alight’s 2021 Omnibus Incentive Plan. While modest in size relative to Massey’s existing stake, the decision to take equity rather than cash modestly reinforces board-shareholder alignment. No dispositions, derivative transactions, or changes to roles, strategy, or guidance are disclosed, so the overall market impact is expected to be neutral to slightly positive.

Post Holdings, Inc. (POST) – Form 4 insider filing

Director Dorothy M. Burwell elected to defer her June 2025 board retainer into 101.906 Post Holdings stock equivalents under the company’s Deferred Compensation Plan for Non-Management Directors. The deemed transaction date is 30 June 2025 and the reference price stated is $109.03 per share equivalent. Following the credit, Burwell beneficially owns 7,306.344 stock equivalents, all held directly. The stock equivalents have no fixed exercise or expiration date and will be settled in cash, one-for-one with Post common stock value, upon her separation from the Board. The filing was signed on 2 July 2025.

Palo Alto Networks, Inc. (PANW) – Form 144 filing dated July 1, 2025 discloses a proposed secondary sale of 300,000 common shares by family-related trusts through J.P. Morgan Securities LLC. The shares carry an estimated aggregate market value of $61.392 million based on recent prices and represent approximately 0.05 % of the company’s 666.8 million shares outstanding, implying limited ownership dilution because no new shares are being issued.

The trusts involved (Hawk Family Trust and multiple Cliff Family Trust sub-accounts) have been active sellers. Over the previous three months they completed eight open-market transactions totaling ≈959,796 shares and $145.6 million in gross proceeds, with sales executed on 11-Apr-2025, 1-May-2025 and 2-Jun-2025. The forthcoming 300 k-share block would lift the rolling four-month total to roughly 1.26 million shares.

All sales are made pursuant to Rule 144, which permits resale of restricted or control securities subject to volume, manner-of-sale and notice requirements. The seller certifies that no undisclosed material adverse information is known and, if applicable, that any Rule 10b5-1 trading plan was adopted on the date indicated.

Investment takeaways:

• The filing signals continued insider-related supply but on a scale unlikely to materially affect PANW’s float or trading liquidity.
• Because these are secondary sales, no cash flows to the company; proceeds accrue solely to the trusts.
• Investors may nevertheless monitor insider sentiment, especially given the nine-month cadence of sizable disposals.