13D weekly report - February 09, 2025 to February 13, 2026

Impactive Capital Nominates Four Candidates to WEX (WEX) Board

Key Summary: Between March and October 2025, Impactive Capital (6.7–7%) repeatedly criticized WEX’s weak performance, poor governance, and refusal to add shareholder representation. After voting against directors Melissa Smith, Jack VanWoerkom, and James Neary—who received historically low support—Impactive warned of a crisis in investor confidence and announced plans to nominate its own director slate, including Alemany, Cornick, Fox, Saxena, and Taylor Wolfe, for the 2026 annual meeting. On February 9, 2026, Impactive Capital (~5% holder) nominated four directors to the WEX Inc. board

Market Cap: $5.6 billion | WEX Inc. operates a commerce platform in the United States and internationally.

·         On March 6, 2025, Impactive Capital (6.7%) stated that it has initiated discussions with the  board and management concerning the company's operational and share price performance, along with specific corporate governance issues such as appointing a shareholder representative to the Board. Source

·         On May 2, 2025, Impactive Capital announced it will vote against three directors—Jack VanWoerkom, Melissa Smith, and James Neary—at the 2025 annual meeting, citing long-term underperformance, lack of accountability, and the Board’s refusal to add shareholder representation. Impactive criticized WEX’s strategic oversight and widening gap in performance compared to peer Corpay, despite having similar starting points. Source

·         On May 22, 2025, Impactive Capital (7%) criticized the board following the 2025 annual meeting, where directors Jack VanWoerkom, Melissa Smith (CEO/Chair), and James Neary received historically low support, signaling a crisis of investor confidence. Impactive attributed this to WEX’s persistent underperformance and lack of meaningful engagement, despite its four-year effort to work constructively with the board. Unless WEX significantly improves performance or shareholder alignment, Impactive plans to nominate at least four directors for election at the 2026 annual meeting. Source

·         On October 20, 2025, Impactive Capital criticized the company’s persistent underperformance and lack of urgency for change despite its prior engagement with the Board. After voting against three directors at the 2025 annual meeting—each receiving sharply reduced support—Impactive announced plans to nominate its own slate of directors, including Alemany, Cornick, Fox, Saxena, and Taylor Wolfe, for the 2026 meeting. Source

·         On February 9, 2026, Impactive Capital (~5% holder) nominated four directors to the WEX Inc. board, citing entrenched governance, poor capital allocation, and severe underperformance versus peer Corpay, Inc. and the S&P MidCap 400. Impactive highlighted years of failed engagement, widening margin and valuation gaps, and a 2025 shareholder rebuke of incumbent directors, arguing its nominees—who have personally bought more WEX shares than the entire board over nine years—bring needed payments, financial, and governance expertise to restore accountability and improve performance. Source

Lakeview Opportunity Fund Secures Board seat at Commercial Vehicle Group, Inc (CVGI)

Key Summary: On September 15, 2025, Lakeview Opportunity Fund (8.5%) engaged with the management and Board and plans to continue discussions on value creation, including a review of strategic alternatives such as a potential sale. On February 5, 2026, Lakeview Opportunity Fund entered a support agreement to expand the board to seven directors, appoint and nominate Ari B. Levy, and place him on key committees.

Market Cap: $64 million | Commercial Vehicle Group, Inc., together its subsidiaries, provides systems, assemblies, and components to the vehicle market and electric vehicle markets.

·         On September 15, 2025, Lakeview Opportunity Fund (8.5%) communicated with the management team and Board and expects to continue to communicate with the management team and Board, regarding their views on the company and opportunities for value creation, including through a review process that explores strategic alternatives, including a sale of the company. Source

·         On February 5, 2026, Lakeview Opportunity Fund entered a support agreement to expand the board to seven directors, appoint and nominate Ari B. Levy, and place him on key committees. Source

Lynrock Lake reaches agreement with Teradata Corporation (TDC)

Key Summary: On March 21, 2025, Lynrock Lake (9.9%) discussed the stock's undervaluation with the board, advocating for better retention rates, expanded base, increased free cash flow, and a shareholder representative on the Board with an executive committee for strategic guidance. On February 10, 2026, Lynrock Fund and the Issuer signed a Cooperation Agreement to expand the Board.                     

Market Cap: $3.2 billion | Teradata Corporation, together with its subsidiaries, provides a connected hybrid cloud analytics and data platform in the United States and internationally.

·         On March 21, 2025, Lynrock Lake (9.9%) engaged in discussions with the board emphasizing the stock's undervaluation relative to strategic asset value. They advocated for enhanced gross retention rates, expanded installed base, and increased free cash flow, suggesting a shareholder representative on the Board and an executive committee for strategic guidance. Source

·         On February 10, 2026, Lynrock Fund and the company signed a Cooperation Agreement to expand the Board, appoint Melissa Fisher as a director by March 1, 2026, and add a second new director by August 1, 2026, while two incumbent directors will not seek re-election in 2026 and 2027.

Biglari Holdings urges votes against Jack in the Box (JACK) board nominees

Key Summary:

Biglari Holdings: Biglari Holdings escalated engagement after a July 2025 poison pill, nominating directors, filing proxy materials for the 2026 AGM, criticizing long-term value destruction, and opposing Say-on-Pay, incentive plan changes, and the rights agreement. By January 2026, Biglari withdrew both Sardar Biglari and Douglas Thompson as nominees (the latter due to his CAVA COO role), while continuing board-level discussions and leaving open a potential withhold campaign. On January 21, 2026, Biglari Holdings urged shareholders to oppose certain director nominees at Jack in the Box’s virtual 2026 annual meeting to signal dissatisfaction with board oversight, while recommending votes for KPMG’s auditor ratification and against Say-on-Pay, the 2023 Omnibus Incentive Plan share increase, and the stockholder rights agreement. On February 2, 2026, Biglari issued an Investor Presentation urging shareholders to vote against the re-election of Chairman David Goebel. GreenWood Investors: Signed cooperation agreement on Nov 3, 2025 adding two GreenWood-backed directors with standstill and voting terms; Alan Smolinisky joined the board on Nov 7, 2025. Jana Partners: Disclosed 7.3% in Feb 2018 and engaged on capital structure and strategy; entered confidentiality/standstill and cooperation agreements to add two directors, later amended through early 2019; stake reduced to 3.4% and two Jana-recommended directors were appointed in May 2019.

M.Cap: $444 million | Jack in the Box Inc. operates and franchises Jack in the Box quick-service restaurants (QSRs) and Qdoba Mexican Eats (Qdoba) fast-casual restaurants.

Biglari Holdings

·         On July 10, 2025, Biglari Holdings filed a Schedule 13D following the Board’s adoption of a poison pill, stating they may engage with management on potential changes to operations, governance, or capital structure, and may also communicate with other shareholders or third parties under confidentiality agreements. Source

·         On October 31, 2025, Biglari Holdings delivered a letter to the company nominating Sardar Biglari and Douglas Thompson for election to the Board at the 2026 annual meeting of shareholders. Source

·         On December 23, 2025, Biglari Holdings filed proxy materials soliciting proxies for the 2026 annual meeting to elect its nominee, Douglas Thompson, to the board alongside nine company nominees it does not oppose, arguing the current board has overseen years of shareholder value destruction and needs stronger oversight. Biglari urges shareholders to vote using its GOLD universal proxy card “FOR” its nominee and the nine company nominees, and “AGAINST” Say-on-Pay, the incentive plan amendment, and the rights agreement. Source

·         On December 23, 2025, Biglari Holdings withdrew their nomination of Sardar Biglari as a nominee at the Annual Meeting. Source

·         On January 14, 2026, Biglari Holdings withdrew their nomination of Douglas Thompson as a nominee at the Annual Meeting following his appointment as COO of CAVA, will continue discussions with the company on board composition including proposing an alternate qualified candidate, and may pursue a withhold campaign against one or more directors depending on the outcome. Source

·         On January 21, 2026, Biglari Holdings urges shareholders to send a clear message of dissatisfaction with the company’s direction and board oversight by voting “AGAINST” certain director nominees at the virtual 2026 annual meeting on February 27, 2026. Using its GOLD proxy card, Biglari recommends voting “FOR” the ratification of KPMG as auditor, but “AGAINST” the Say-on-Pay proposal, the amendment to increase shares under the 2023 Omnibus Incentive Plan, and the ratification of the stockholder rights agreement, while opposing the election of specific board nominees to signal discontent with the status quo. Source

·         On January 23, 2026, Biglari Capital filed a second revised preliminary proxy statement formalizing its campaign urging shareholders to vote against the re-election of Chairman David Goebel at the February 27, 2026 virtual annual meeting, citing board oversight failures, value destruction, and the need for stronger governance and accountability.

·         On February 2, 2026, Biglari issued an Investor Presentation urging shareholders to vote against the re-election of Chairman David Goebel, arguing that under his long tenure Jack in the Box has delivered poor performance, suffered massive shareholder value destruction, and lacked the necessary board and executive expertise to effect a turnaround. The slides highlight multi-year declines in same-store sales and adjusted EBITDA, failed capital allocation decisions such as the loss-making Del Taco acquisition and sale, chronic executive turnover (three CEOs and eight CFOs in five years), and an entrenched board with limited relevant restaurant turnaround experience. Biglari criticizes the board’s defensive actions, including adopting a poison pill and a questionable cooperation agreement with GreenWood Investors that didn’t meaningfully improve governance or strategic capability, and contends that the company’s “Jack on Track” plan has yet to restore credibility or drive sustainable growth.

·         On February 9, 2026, Biglari issued a rebuttal Investor Presentation criticizing Jack in the Box, Inc.’s board and leadership for poor performance, strategic missteps, and value destruction.  

·         On February 12, 2026, Biglari issued a rebuttal Investor Presentation reiterating the same.

·         On February 13, 2026, Biglari Capital called on shareholders to vote against Chairman David Goebel, blaming his 17-year tenure for major value destruction, weak operating results, failed strategy, leadership turnover, dividend suspension, and restructuring. Source

GreenWood Investors

·         On November 3, 2025, the company signed a cooperation agreement with GreenWood that added two GreenWood-backed directors, imposed standstill and voting commitments, set ownership thresholds tied to board rights, and included plans for a confidentiality agreement. Source

·         Effective November 7, 2025, the company appointed Alan Smolinisky to its board as a representative of GreenWood Investors, LLC

Jana Partners

·         On February 15, 2018, Jana Partners disclosed 7.3% and stated that it had discussions with the company regarding the capital structure, margins, capital allocation, franchise mix, and operations. It stated that it may have further discussions with the company regarding these and other topics including governance and Board composition. Source

·         On October 25, 2018, Jana Partners (6.7%) entered into a confidentiality and standstill letter agreement with the company. Under the Confidentiality Agreement, Jana Partners agreed to maintain the confidentiality of certain business information to be furnished by the company to Jana Partners and to abide by customary standstill obligations, subject to certain exceptions. Source

·         On October 29, 2018, the company and Jana Partners entered into a Cooperation Agreement. Pursuant to it, the company and Jana Partners will cooperate in good faith to agree upon two individuals recommended by Jana Partners (each a “New Independent Director”) to be added to the Board of Directors. Source

·         On January 4, 2019, the company and Jana Partners (6%) entered into an amendment to the Cooperation Agreement pursuant to which the deadline to appoint the new independent directors was extended to March 15, 2019. Source

·         On January 14, 2019, Jana Partners reduced its stake to 3.4%.

·         On April 25, 2019, the Company and Jana Partners entered into Amendment No. 3 to the Cooperation Agreement between the Company and Jana Partners dated October 29, 2018. Pursuant to which the Company added two individuals to the board on May 27, 2019. Source

Henry Posner signals governance engagement and potential board involvement at Power REIT (PW)

Key Summary:  On Dec 29, 2025, Henry Posner (10%) signaled plans to engage management and the board on governance and the future of Pittsburgh & West Virginia Railroad, may seek or nominate board members if needed, and could pursue governance reviews or strategic options. On July 25, 2024, Axonic Capital had discussed with the management various strategies to enhance shareholder value, including potential recapitalization and other strategic alternatives.

Market Cap: $4 million | Power REIT, a specialized real estate investment trust (REIT), emphasizes the "Triple Bottom Line" with a focus on Profit, Planet, and People.

Henry Posner

On December 29, 2025, Henry Posner (10%) stated that he plans to engage with CEO/Chair David H. Lesser and the Board on governance and the future of the company’s wholly owned subsidiary, Pittsburgh & West Virginia Railroad, may seek a board seat or nominate directors if no agreement is reached, and could explore governance audits, strategic options, or transactions. Source

On February 6, 2026, Henry Posner discussed governance and strategic matters with the company’s CEO and may continue engaging with management and the Board, including regarding potential Board representation and governance improvements.  Source

Axonic Capital

On July 25, 2024, Axonic Capital (5.4%) had discussed with the management various strategies to enhance shareholder value, including potential recapitalization and other strategic alternatives. Source

Endeavor Group Responds to Mawson Infrastructure Group’s (MIGI) Adoption of Stockholder Rights Plan

Key Summary: On January 22, 2026, the Endeavor Investor Group intensified its campaign at Mawson Infrastructure, citing undervalued HPC and digital infrastructure assets due to governance failures, poor capital allocation, leadership instability, and balance sheet stress, and calling for leadership change, a focused AI/HPC strategy, and an equity recapitalization. Endeavor also said it will pursue a proxy contest at the 2026 annual meeting using a WHITE card, rejected Mawson’s lawsuit, and reiterated its intent to engage constructively as a long-term shareholder.  On February 4, 2026, The Endeavor Investor Group criticized Mawson Infrastructure Group’s adoption of a stockholder rights plan

M.Cap: $3.6 million | Mawson Infrastructure Group Inc. develops and operates digital infrastructure for digital currency on the bitcoin blockchain network in the United States. 

On January 22, 2026, the Endeavor Investor Group escalated its campaign at Mawson Infrastructure, issuing an open letter arguing the company’s HPC and digital infrastructure assets are deeply undervalued due to governance failures, poor capital allocation, leadership instability, and a strained balance sheet, and calling for leadership change, a sharper AI/HPC strategy, an equity recapitalization, and improved governance. The same day, Endeavor said it plans to file a preliminary proxy and solicit votes via a WHITE universal proxy card to elect director nominees at the 2026 annual meeting, while rejecting Mawson’s lawsuit as a mischaracterization of its actions and reaffirming its willingness to engage constructively as a long-term shareholder. Source

On January 29, 2026, the company filed an amended complaint in the U.S. District Court for the District of Delaware alleging that the Endeavor Investor Group violated Sections 13(d), 14(a), and 10(b) of the Exchange Act through alleged disclosure failures, misleading statements, and trading-related omissions, and is seeking injunctive relief, trading restrictions, and damages. Source

On February 4, 2026, The Endeavor Investor Group criticized Mawson Infrastructure Group’s adoption of a stockholder rights plan, stating it entrenches management, restricts shareholder influence, and follows significant share dilution, while urging improved governance, capital discipline, and a credible strategy to enhance shareholder value. Source