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Worthington Enterprises, Inc. (WOR) 鈥� Insider Form 4 filing (07/01/2025)

President & CEO Joseph B. Hayek reported several equity transactions that collectively increase his direct and indirect economic exposure to WOR shares.

• Performance share payout: 9,966 common shares were acquired at no cost following the Compensation Committee鈥檚 certification of three-year performance targets under the 1997 Long-Term Incentive Plan.
• Tax withholding: 4,520 shares were automatically surrendered (code 鈥淔鈥�) at $64.48 to satisfy withholding obligations tied to vesting, a routine non-open-market disposition.
• Net change in direct ownership: Direct holdings move from 205,368 to 210,814 shares, a net increase of 5,446 shares (+2.7%).
• Phantom stock: 387.85 additional deferred-compensation units (phantom shares) were credited, bringing the notional balance to 4,934.62 units. These track WOR on a 1-for-1 basis and are payable in stock upon separation.
• Indirect holdings: IRA accounts now hold 3,659 shares (2,000 Merrill Lynch; 1,659 Vanguard), reflecting dividend reinvestment activity.

No open-market purchases or sales were reported; all transactions stem from incentive-plan vesting or plan mechanics. The filing signals that long-term performance metrics were met and modestly increases insider alignment, but it does not represent new cash investment in the market.

Gorilla Technology Group Inc. (Nasdaq: GRRR) is raising fresh capital through a registered direct offering consisting of 2,529,946 ordinary shares priced at $17.50 per share and 3,470,054 pre-funded warrants priced at $17.4999 with a de-minimis $0.0001 exercise price. Gross proceeds are expected to total $105.0 million; after deducting the 6.0 % placement fee paid to Titan Partners Group ($6.15 million) and estimated expenses, net proceeds are estimated at $98.8 million.

Pro-forma for the transaction, cash and cash equivalents rise from $21.7 million to $120.1 million, while total equity increases to $171.5 million. Debt remains unchanged at $41.5 million, improving the cash-to-debt position materially. The company intends to apply the funds largely to working-capital intensive initiatives鈥攑articularly bid bonds, statutory capital reserves linked to project tenders鈥攁nd to complete two previously announced, but immaterial-sized, acquisitions in Thailand. Management retains broad discretion over timing and allocation.

Dilution. The share count will grow from 20.14 million (6/27/25) to 22.67 million immediately after closing and to 26.14 million if all pre-funded warrants are exercised. At the $17.50 offering price, investors face an immediate $9.63 dilution to the as-adjusted net tangible book value of $7.87 per share (or $10.77 if warrants are exercised). The offering also eliminates the company鈥檚 1.49 million treasury shares, which form part of the shares being sold.

Capital structure impact. Besides the new securities, Gorilla has numerous legacy instruments outstanding: 958,272 warrants (WAEP $115.00), 600,000 Series C warrants (WAEP $5.90), 179,609 vested RSUs, and 48,900 employee options (WAEP $11.66). The placement agent receives five-year warrants to purchase up to 120,000 shares at $21.00鈥攁dditional potential dilution.

Pricing context. The $17.50 offer price represents a 11.9 % discount to the June 30, 2025 close of $19.89 but is well above the $3.52 net tangible book value as of 12/31/24. Pre-funded warrants have no expiry, effectively functioning as shares once exercised, though a 4.99 % (optionally 9.99 %) ownership cap limits immediate concentration.

Key risks flagged by the company: share-price volatility, broad management discretion over proceeds, dilution, rapid resale pressure from freely tradable shares, and limitations on warrant exercise by large holders.

• Expected closing: ~2 July 2025.
• Shelf capacity remaining post-deal: up to $300 million total authorization less amounts already issued.

OneMedNet Corporation (Nasdaq: ONMD) filed an 8-K detailing a series of equity and debt restructuring transactions completed between 17-20 June 2025.

• $2.5 million private placement: 3,390,923 common shares and pre-funded warrants for 2,561,457 shares were sold to an accredited investor at $0.42 per share. Warrants are immediately exercisable at $0.0001. A voting agreement binds the investor to Board recommendations. The company will register the resale shares via an S-1 amendment.
• Insider subscriptions: Director Dr. Thomas Kosasa invested $0.5 million for 1,190,476 shares; CMO/Chairman Dr. Jeffrey Yu invested $0.7 million for 1,666,666 shares, both at $0.42.
• Loan conversions: 鈥� $3.3 million of shareholder loans (Kosasa $2.0 m, Yu $1.3 m) converted into 4,693,299 shares at $0.71.
  鈥� Kosasa elected to convert an additional $1.6 million of convertible loans into 2,123,424 shares at $0.7535.
  鈥� Holders of $1.66 million PIPE Notes converted into 1,453,174 shares at $1.14.
• Liability settlement: The company settled ~$4.34 million of trade payables, including $2.76 million deferred underwriter fees. It also redeemed the remaining $250,000 balance of a Yorkville promissory note for cash.

In aggregate, ONMD raised $3.7 million in new equity capital and eliminated or converted approximately $11 million of current liabilities鈥攔epresenting a 60 % reduction relative to 31 March 2025. However, the transactions add roughly 17 million new or issuable shares, materially increasing outstanding share count and potential dilution. Net proceeds are earmarked for general corporate purposes and working capital.

Dime Community Bancshares, Inc. (DCOMP) 鈥� Form 4/A insider transaction

Director Paul M. Aguggia filed an amended Form 4 reporting a change in his beneficial ownership of the company鈥檚 common stock. On 01/02/2025 he acquired 2,061 restricted shares at a price of $0.00 under a stock-based compensation award that will cliff-vest one year after the grant date. The amendment corrects the share amount originally reported. Following the transaction, the director鈥檚 direct holdings stand at 12,893 common shares. No derivative securities were reported and no sales occurred in this amendment.

The filing is routine, reflects standard equity compensation for a board member, and does not indicate any change in the company鈥檚 fundamentals or strategic outlook.

Southern Company (SO) Form 4 filing dated 07/02/2025 details insider activity by director John D. Johns. On 07/01/2025, Johns acquired 460.455 Deferred Stock Units (DSUs) under the company鈥檚 Deferred Compensation Plan at an indicative price of $92.30, bringing his total DSU balance to 83,849.1942 units. Because DSUs settle in stock only upon termination, they represent a long-term alignment mechanism rather than an immediately exercisable option. The filing also shows 60 common shares held directly and 670 shares held indirectly via his spouse; no open-market purchases or sales of common shares were reported. The transaction is routine compensation-related and does not alter Johns鈥檚 board status. Market impact is expected to be minimal given the small relative size (鈮�$42 k) compared with Southern Company鈥檚 ~$80 bn market capitalization.

Southern Company (SO) 鈥� Form 4 insider filing submitted on 07/02/2025 shows that Director Donald M. James acquired 460.455 Deferred Stock Units (DSUs) on 07/01/2025 through the issuer鈥檚 Deferred Compensation Plan. The grant carries no cash consideration, exercise price, or expiration date and will convert into common stock only upon the director鈥檚 separation from service.

After the transaction, James holds 197,009.7629 DSUs tied to Southern Company common shares. The filing reports no open-market purchases or sales of non-derivative stock, suggesting the activity is a routine compensation accrual rather than a discretionary investment decision.

Given the company鈥檚 ~1.1 billion shares outstanding, the additional units represent a de-minimis ownership change (<0.01 % of shares outstanding) and is unlikely to influence the stock鈥檚 trading dynamics. Nonetheless, the disclosure highlights continued alignment of board compensation with shareholder value.

Southern Company (SO) director David J. Grain filed a Form 4 covering activity on 07/01/2025.

• Deferred compensation grant: Grain received 839.6533 Deferred Stock Units (DSUs) at a reference price of $92.30 per unit under the company鈥檚 Deferred Compensation Plan.
• The award is payable only in stock upon termination; it carries no exercise or expiration date.
• After the grant, the director鈥檚 total derivative holdings rose to 80,724.3603 DSUs.
• Table I lists a line for 500 common shares marked 鈥淒鈥� (disposed), but the form provides no price, code, or contextual detail, limiting insight into that movement.

The filing reflects routine director compensation rather than open-market buying or selling. No material change to share count, governance, or fundamentals is indicated.

Morgan Stanley Finance LLC is offering Market Linked Securities that are auto-callable, unsecured and principal-at-risk, linked to the iShares MSCI EAFE ETF (EFA). Key economic terms are as follows:

• Face amount: $1,000 per security; minimum investment one security.
• Tenor: Up to 3 years, maturing 6 Jul 2028, but may be automatically called after approximately one year (6 Jul 2026).
• Automatic call: Triggered if EFA鈥檚 closing price on the call date 鈮� the $89.39 starting price; investors then receive a call payment of $1,096 (9.60% return) and no further upside.
• Maturity payment (if not called):
  鈥� Upside: 125% participation in any positive fund return.
  鈥� Protection: full principal repayment if the ending price is 鈮� 75% of the starting price (threshold $67.0425).
  鈥� Downside: 1-for-1 loss below the threshold; investors can lose >25% and up to 100% of principal.
• Estimated value: $947.70 (4.8% below face) reflecting issuance costs and internal funding rate; secondary market bids likely lower.
• Fees: Price to public $1,000; selling commission up to $25.75 (2.575%); net proceeds $974.25.
• Credit risk: Unsecured obligations of MSFL, fully guaranteed by Morgan Stanley; subject to issuer and guarantor credit.
• Liquidity: Not exchange-listed; MS & Co. and WFS may make a market but are not obliged to do so.

The note targets investors who expect moderate appreciation or stability in developed-market equities, are willing to forgo dividends and interest, and can tolerate full downside exposure in exchange for leveraged upside and a one-time 9.6% call premium.