Feb 23, 2026

13D weekly report - February 16, 2025 to February 20, 2026

Radoff pushes strategic review and potential board changes at Seer, Inc. (SEER)

Key Summary: On February 20, 2026, Radoff Bradley Louis (6.5%) said it is engaging with the Board and management to enhance shareholder value, including a strategic review and potential board changes.

Market Cap: $113 million | Seer, Inc., a life sciences company, develops and commercializes products to decode the biology of the proteome.

On February 20, 2026, Radoff Bradley Louis (6.5%) stated that it has engaged, and intends to continue to engage, in communications with the Board and management team regarding opportunities to enhance stockholder value, including commencing a strategic review process and potential changes to the composition of the Board. Source

Northstrive urges enVVeno (NVNO) to halt clinical ops, pursue strategic review, and consider capital return or merger

Key Summary: On February 20, 2026, Northstrive Fund (5.05%) disclosed a letter urging the company to halt clinical operations and pursue strategic alternatives, including a capital return or merger/reverse merger, citing ~$30M cash, ~20 months runway, ongoing burn, and a stock trading below net cash due to capital allocation and dilution concerns, while seeking engagement with management.

Market Cap: $8 million | enVVeno Medical Corporation, a clinical-stage medical device company, focuses on the development of bioprosthetic tissue-based solutions to enhance the standard of care in the treatment of venous disease.

On February 20, 2026, Northstrive Fund (5.05%) discloses a February 20 letter urging the company to halt clinical operations and pursue strategic alternatives, including returning capital or a merger/reverse merger, and requesting a meeting with management. With ~$30M in cash, no debt, and ~20 months runway but ongoing burn (~$16.2M annualized), Northstrive believes the stock trades below net cash due to poor capital allocation and dilution risk. It recommended either (i) liquidation, estimating ~$43.47 per share (~335% upside), or (ii) a merger/reverse merger leveraging its cash, while requesting engagement with management to drive value-maximizing actions.

Fund 1 Investments Pushes for Strategic Alternatives at Funko, Inc. (FNKO)

Key Summary: On February 19, 2026, Fund 1 Investments (9.96%) said it will engage with the board and management to enhance shareholder value, including pushing for a strategic alternatives process that could involve a sale.

Market Cap: $241 million | Funko, Inc., a pop culture consumer products company, designs, manufactures, and markets licensed pop culture products in the United States, Europe, and internationally.

On February 19 2026, Fund 1 Investments (9.96%) stated that it plans to engage with the board and management to push for initiatives to enhance shareholder value, including advocating for a comprehensive strategic alternatives process potentially involving a sale to strategic or financial buyers. Source

Commonwealth Urges Strategic Overhaul and Board Reconstitution at Innventure (INV)

Key Summary: On February 17, 2026, Commonwealth Asset Management accused Innventure of value destruction through excessive overhead and dilutive financings, urged a sole focus on Accelsius and board reconstitution, and warned it may take further action if reforms are not made.

Market Cap: $247 million | Innventure, Inc. identifies, funds, and operates companies with a focus on sustainable technology solutions acquired or licensed from multinational corporations.

On February 17, 2026, Commonwealth Asset Management criticized Innventure’s weak post-de-SPAC performance, excessive overhead, and repeated dilutive financings, arguing the company is destroying value while its core asset, Accelsius, drives growth. It called for sharp cost cuts, focus solely on Accelsius, board and management reconstitution, and warned it may take further action if changes are not implemented. Source

Starboard issued a letter to Tripadvisor, Inc. (TRIP)

Key Summary: On October 21, 2025, Starboard issued a presentation arguing that the company is significantly undervalued. On February 17, 2026, Starboard criticized the company’s sustained underperformance and board inaction, called for urgent evaluation of strategic alternatives—including a potential sale—and announced plans to nominate a majority slate of directors at the 2026 annual meeting.

Market Cap: $1.2 billion | TripAdvisor, Inc., an online travel company, engages in the provision of travel guidance products and services worldwide.

· On October 21, 2025, Starboard issued a presentation arguing that the company is significantly undervalued (trading at ~6.5× projected CY2026 EBITDA vs. ~12×+ for peers) and outlines a value-unlock thesis: selling TheFork at a premium, improving Viator’s margins (towards “OTA-like” levels), and monetising Tripadvisor data/brand more effectively (eg licensing for AI/LLM-use), which could drive pro-forma valuation to as low as ~2.5× EBITDA. They also point to recent governance change (one-share one-vote since April 2025) as a catalyst.

· On February 17, 2026, Starboard sent a letter criticizing the company’s prolonged underperformance and the board’s failure to act decisively amid rapid industry change, arguing that significant value-creation opportunities—including a potential sale in one or more transactions—are being overlooked. Starboard stated that a reconstituted board is needed to bring urgency and properly evaluate strategic alternatives, and it announced plans to nominate a majority slate of directors at the 2026 annual meeting.

Glass Lewis and Egan-Jones Back Biglari Campaign against Jack in the Box (JACK) Chairman

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. On February 17, 2026, Biglari Capital said Glass Lewis and Egan-Jones urged shareholders to vote against Chairman David Goebel over long-term underperformance and governance failures, and criticized ISS for backing the status quo despite acknowledging weak results. 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

· On February 17, 2026, Biglari Capital, the largest shareholder of Jack in the Box, announced that Glass Lewis and Egan-Jones recommended shareholders vote against Chairman David Goebel, citing severe long-term underperformance, governance failures, and the failed Del Taco acquisition, while criticizing ISS for supporting the status quo despite acknowledging the company’s weak TSR, operational deterioration, and board accountability issues.

· On February 20, 2026, Biglari Capital (9.86% stake) urged shareholders to vote against Chairman David Goebel, citing weak Q1 FY2026 results—same-store sales down 6.7%, EBITDA down ~23%, EPS down 54%—and an 18% post-earnings share price drop, while blaming Goebel’s tenure for over $1.2 billion in value destruction since 2020 and warning that continued board influence risks further decline. 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

22NW Fund Signs Support Agreement with DIRTT Environmental Solutions Ltd (DIRTT)

Key Summary: On April 26, 2022, shareholders elected 22NW's entire slate to DIRTT's Board of Directors, marking a significant shift in leadership. On Mar 22, 2024, they signed a Support Agreement with DIRTT, nominating Aron R. English for the Board and agreeing to support Board recommendations, with exceptions. On February 13, 2026, 22NW Fund entered into a support and standstill agreement with the company and the 726 Entities

M.Cap: $112 million | DIRTT Environmental Solutions Ltd. designs, manufactures, and installs prefabricated interior solutions for use primarily in commercial spaces across various industries and businesses in the United States, Canada, internationally.

· In October 2021, 22NW Fund initiated efforts to bolster shareholder value at DIRTT, commencing discussions with management. In November 2021, they requisitioned a shareholder meeting, proposing new board members. In December 2021, they witnessed settlement attempts, met with legal actions from DIRTT. In March 2022, the Alberta Securities Commission dismissed claims against 22NW. Throughout March and April 2022, 22NW persisted with proxy filings and presentations, garnering support for their board nominees. Ultimately, on April 26, 2022, shareholders elected 22NW's entire slate to DIRTT's Board of Directors, marking a significant shift in leadership.

· On March 17, 2024, 22NW Fund (33%) and the company executed a binding term sheet, followed by a Support Agreement on March 22, 2024. Per the Support Agreement, the company committed to nominating Aron R. English (or an alternative director designated by 22NW Fund) for election to the Board, endorsing and soliciting proxies for the Shareholder Director alongside other DIRTT Nominees at the 2024 and 2025 annual general meetings. Additionally, 22NW Fund agreed to vote all its Shares in line with the Board's recommendations on director elections and certain other proposals at these meetings, subject to exceptions. Furthermore, 22NW Fund pledged not to initiate an unsolicited takeover bid for the Shares, provided the Rights Plan is approved, and agreed to standstill provisions until the day after the 2025 Meeting. Source

· On August 2, 2024, 22NW Fund and WWT Opportunity #1 LLC entered into a Support Agreement with the Issuer, replacing the previous agreement from March 22, 2024. Under this agreement, the company committed to nominating Aron R. English (or a replacement) for election to the Board at the 2025 and 2026 annual meetings, provided 22NW Fund retained at least 20% of the shares or 38,592,529 shares. 22NW Fund agreed to vote in favor of Board recommendations and refrain from initiating an unsolicited takeover bid until the agreement's termination.

· On February 13, 2026, 22NW Fund entered into a support and standstill agreement with the company and the 726 Entities, under which the company will nominate Adrian Zarate (or a replacement chosen by 22NW) to the Board at the 2026 AGM, subject to 22NW maintaining a minimum ownership threshold. In return, 22NW agreed to vote in line with Board recommendations (with limited exceptions), adhere to standstill provisions including no unsolicited takeover bids, and cap its ownership at 57.4 million shares, while the 726 Entities are subject to similar terms with a lower cap. Source

Stilwell nominated Board candidate to Lake Shore Bancorp, Inc (LSBK)

Key Summary: On July 31, 2025, Stilwell (9.4%) expressed intent to work with management and the board to enhance shareholder value. On October 6, 2025, Stilwell (9.9%) stated that he intends to seek board representation. On February 18, 2026, Stilwell (9.9%) has nominated Timothy J. Andruschat for election to the Board at the 2026 annual meeting

Market Cap: $113 million | Lake Shore Bancorp, Inc. operates as the savings and loan holding company for Lake Shore Savings Bank that provides banking products and services in New York.

· On July 31, 2025, Stilwell (9.4%) stated that he hopes to work with management and the board to maximize shareholder value. Source

· On October 6, 2025, Stilwell (9.9%) stated that he intends to seek board representation at the company’s 2026 annual meeting of shareholders. Source

· On February 18, 2026, Stilwell (9.9%) has nominated Timothy J. Andruschat for election to the Board at the 2026 annual meeting and submitted a proposal restricting the companyfrom acquiring any financial institution until its stock consistently trades above book value. Source

Galloway Capital Flags Undervaluation and Pushes for Shareholder Value Actions at GSI Technology (GSIT)

Key Summary: On February 18, 2026, Galloway Capital disclosed a 5.02% stake and said the stock is significantly undervalued, citing weak investor communication and visibility, and urging actions to unlock shareholder value while seeking Board engagement.

Market Cap: $252 million | GSI Technology, Inc., a fabless semiconductor company, designs,

develops and markets semiconductor memory solutions to networking, industrial, medical, aerospace, and military customers.

Galloway Capital Partners

On February 18, 2026, Galloway Capital disclosed a 5.02% stake and sent a letter to the company stating the stock is significantly undervalued and does not reflect its AI technology, IP, and market positioning. The firm cited weak investor communication and limited market visibility as key issues and is urging management to take action to unlock shareholder value, while seeking constructive engagement with the Board.

VIEX Capital

In March 2015, VIEX Capital Advisors nominated four candidates to the board. In June 2015, GigOptix, Inc. offered to acquire the company at $6.50 per share. Subsequently, VIEX Capital announced that it supported the business combination with GigOptix. The board did not endorse any of the proposed VIEX nominees in its proxy statement, and at the AGM held in August 2015, all incumbent directors were elected to the board. In September 2015, the company rejected the acquisition proposal from GigOptix. On April 18, 2016, VIEX Capital Advisors reduced its stake to 4.9%

Roumell Asset Management

· On September 14, 2021, Roumell Asset Management (8.1%) sent a letter (see Exhibit 7.01) to the board stating its belief that the company's underlying intrinsic value is materially greater than the current price levels. It stated its concern that there is a complete absence of buying by directors, even among very long-tenured board members. Roumell called for the company to take steps, including conducting a valuation analysis on its patent portfolio.

· On January 20, 2022, Roumell Asset Management sent a follow-up letter (refer, Exhibit 7.02) to the board asking for a change in leadership either a new CEO and/or the addition of a new senior C-suite executive, who is better qualified to execute and lead the company during this period of enormous opportunity.

Key Summary: On November 27, 2025, YZi Labs Management filed a preliminary consent statement to expand the board and elect new directors, citing weak execution, poor communication, SEC filing delays, and stock underperformance despite a $500 million PIPE and gains in BNB, the company’s main treasury asset.

Market Cap: $304 million | CEA Industries Inc., through its subsidiary, Surna Cultivation Technologies LLC, focuses on the sale of environmental control and other technologies and services to the controlled environment agriculture (CEA) industry in the United States and Canada.

· On November 27, 2025, YZi Labs Management filed a preliminary consent statement seeking written consents to expand the board and elect new directors, arguing that stronger oversight is needed after what it sees as weak execution, poor communication, SEC filing delays, and stock underperformance despite a $500 million PIPE and appreciation in BNB, the company’s primary treasury asset. Source

· On December 3, 2025, YZi Labs Management filed a preliminary consent solicitation accused 10X Capital of mismanagement, transparency failures, and abandoning BNC’s promised BNB Treasury Strategy, contributing to severe shareholder value destruction. It demanded corrective action and solicited consents to expand the board with independent directors. Source

· On December 19, 2025, YZi Labs and seven nominees formed a group (4.9%) to jointly file Schedule 13D disclosures, pursue board representation, and solicit consents to expand the board and elect the nominees, with YZi Labs controlling nominee trading and covering related expenses, and plans to file a revised preliminary Schedule 14A to seek these consents. Source

· On December 29, 2025, the company adopted a poison pill and stricter bylaws requiring extensive disclosures and forms for nominating directors or soliciting consents. That same day, YZi Labs requested the required documents to continue its effort to expand the Board and appoint its nominees, and Ms. Zhang requested the relevant director guidelines. Source

· On January 5, 2026, YZi Labs Management Ltd. issued a press release sharply criticizing CEA Industries Inc. for adopting a poison pill and defensive bylaw amendments, arguing the moves are stockholder-unfriendly, legally excessive, and aimed at board entrenchment rather than shareholder interests. YZi accused the Board of delaying the 2025 annual meeting, undermining a free and fair director election process, and misrepresenting past consideration of alternative crypto tokens, citing public comments by the CEO and conflicts involving board members, while reaffirming its intent to give shareholders the opportunity to elect new directors at the 2025 annual meeting.

· On February 4, 2026, YZi Labs denied a claim that it’s Strategic Services Agreement was secret, stating it was fully disclosed and terminated in December 2025 after efforts to reduce fees. YZi Labs also rejected allegations that it blocked amendments to 10X Capital’s asset management agreement and reaffirmed its commitment to transparency and shareholder value. Source

· On February 6, 2026, YZi Labs asked the Board to clarify how amended bylaws affect shareholders’ written consent rights, warning that new requirements limiting consent execution to record holders could hinder participation by beneficial owners. YZi Labs, which is seeking to expand the Board and elect new directors, requested the Company waive certain requirements or accept consents submitted through standard brokerage channels. Source

· On February 18, 2026, YZi Labs issued a press release accusing 10X Capital and director Hans Thomas of failing to disclose beneficial ownership in CEA Industries, alleging breaches of Sections 13(d) and 16(a), and calling for immediate disclosure. The firm claims 10X has exceeded the 5% threshold since late 2025 without filing a Schedule 13D and that Thomas has not filed a Form 3 despite being a director. YZi Labs emphasized its own compliance and is simultaneously pursuing a consent solicitation to expand the Board and elect new directors.

Two Seas Capital entered into a cooperation agreement with Core Scientific (CORZ)

Key Summary: On August 7, 2025, Two Seas Capital (6.3%) stated that it will vote against Core Scientific’s sale to CoreWeave, calling it undervalued and risky, and plans to rally shareholder opposition. On October 21, 2025, Two Seas Capital announced that proxy advisory firm ISS recommended shareholders vote “against” Core Scientific’s proposed sale to CoreWeave. Core Scientific shareholders rejected the proposed merger with CoreWeave on October 30, 2025, leading to the immediate termination of the merger agreement. On February 18, 2026, Two Seas Capital entered into a cooperation agreement with the company, securing the appointment of three independent directors by 2027.

Market Cap: $5.8 billion | Core Scientific, Inc. provides digital asset mining services in the United States.

· On August 7, 2025, Two Seas Capital (6.3%) said it will vote against Core Scientific’s proposed sale to CoreWeave, calling the deal undervalued and risky due to its uncollared, all-stock structure. While supportive of a merger in principle, it believes the current terms unfairly favor CoreWeave and plans to urge other shareholders to reject the deal. Source

· On September 29, 2025, Two Seas Capital filed a definitive proxy statement and issued a letter urging shareholders to vote AGAINST the proposed sale to CoreWeave arguing the $16.50-per-share deal is mispriced, poorly structured, and benefits executives at the expense of shareholders. Source

· On October 13, 2025, Two Seas Capital released an investor presentation in connection with its opposition to the Company's proposed sale to CoreWeave, Inc. It urges shareholders to vote against the proposed all-stock merger with CoreWeave, calling it a deeply flawed, undervalued, and conflicted transaction. The firm argues Core Scientific’s board conducted no competitive process, accepted a meager 1% negotiation improvement, and reversed executive compensation policies—creating misaligned incentives and nearly $200 million in payouts.

· On October 17, 2025, Two Seas Capital urged shareholders to vote against the sale to CoreWeave, calling it deeply undervalued. It noted that while peers’ stocks have tripled amid the AI boom, Core Scientific’s stock has lagged due to CoreWeave’s decline. Two Seas estimates Core Scientific should trade near $45 per share versus the deal’s implied $17.50. With the stock consistently above the offer value, it said the market rejects the deal and urged shareholders to do the same. Source

· On October 21, 2025, Two Seas Capital announced that proxy advisory firm ISS recommended shareholders vote “against” Core Scientific’s proposed sale to CoreWeave. Source

· On October 30, 2025, the company held a special stockholder meeting to vote on its proposed merger with CoreWeave, Inc. under the July 7, 2025 Merger Agreement. Of the 307.4 million shares outstanding, holders of 245.8 million shares (about 80% voting power) participated, forming a quorum. However, stockholders did not approve the merger, leading Core Scientific to terminate the Merger Agreement. Source

· On February 18, 2026, Two Seas Capital entered into a cooperation agreement with the company, securing the appointment of three independent directors by 2027 (with near-term additions by March 2026 and post-2026 AGM), in consultation with Two Seas Capital. The agreement also includes planned board turnover, with one director not standing in 2027 and Chairman Jordan Levy stepping down at the 2026 AGM.

Oramed Pharmaceuticals Flags Management Concerns, Plans Continued Engagement on Strategy and Governance at Nano Dimension (NNDM)

Key Summary: On February 19, 2026, Oramed Pharmaceuticals Inc. (2%) sent a response letter expressing dissatisfaction with management and indicating plans to continue engaging with the company on performance, strategy, governance, and shareholder value. On January 22, 2023, Murchinson Ltd. (5.1% shareholder) demanded a special meeting to amend Nano Dimension's governance, remove CEO Yoav Stern and three directors, and appoint two new independent directors. Despite shareholder approval in March 2023, the company contested the meeting’s validity. Murchinson continued criticizing governance, the Board’s actions, and lavish spending, reaffirming its goal to replace the Board at the 2024 AGM. On October 9, 2024, Murchinson raised concerns about AGM delays and potential shareholder disenfranchisement, requesting ADS conversion and proposing director changes and governance amendments at the AGM. On October 22, 2024, Murchinson sent a letter to the company requesting the inclusion of resolutions in the December 6 AGM agenda to improve corporate governance.

Market Cap: $445 million | Nano Dimension Ltd., together with its subsidiaries, provides additive electronics in Israel and internationally.

Oramed Pharmaceuticals Inc.

On February 19, 2026, Oramed Pharmaceuticals Inc. (5.2%) sent a response letter expressing dissatisfaction with management and indicating plans to continue engaging with the company on performance, strategy, governance, and shareholder value. Source

Murchinson Ltd

· On January 22, 2023, Murchinson Ltd and certain funds (5.1%) delivered a letter to the Board demanding that the company convene a special general meeting of shareholders to allow shareholders to vote upon resolutions proposed by the Proposing Shareholders to improve the company’s corporate governance by way of (i) amending certain provisions of the Company's Amended and Restated Articles of Association, including to allow shareholders to fill Board vacancies and remove directors at a general meeting by a simple majority vote, (ii) removing several members of the Board, namely, the Chairman of the Board and CEO Yoav Stern, and current directors Oded Gera, Igal Rotem and Dr. Yoav Nissan-Cohen and (iii) appointing two new highly-qualified, independent and experienced director nominees, Kenneth H. Traub and Dr. Joshua Rosensweig, as directors of the company(such demand, the “Special Meeting Demand”). The Special Meeting Demand instructed the Board to immediately, and no later than February 12, 2023, call the Special Meeting, and hold it no later than 35 days thereafter, as required by the Companies Law. Source

· On February 13, 2023, Murchinson Ltd (5.1%) called on the company to hold a special meeting to remove four incumbent directors, including its chairman/CEO, and install two independent board members. Source

· On March 6, 2023, Murchinson Ltd issued a presentation outlining why it believes change is urgently needed at Nano Dimension.

· On March 6, 2023, Nano Dimension Ltd (14.5%) stated that it intends to engage in communications with the company regarding opportunities to enhance shareholder value and improve corporate governance, including through potential changes in the corporate structure, potentially, among other options, including changes to the composition of the Board. Source

· On March 9, 2023, Nano Dimension Ltd delivered a letter to the board proposing a non-binding indicative offer to acquire the remaining outstanding shares for $18.00 per share in cash.

· On March 10, 2023, Anson Funds (5.1%) issued a letter to the Board to express its disappointment in the company’s apparent refusal to constructively engage with its shareholders. In addition, Anson Funds called on the board to implement a meaningfully larger return of capital program and expressed its concern that the company is overcapitalized and its belief that management’s recent actions highlight poor corporate governance at the company. It also urged the board to halt the proposed takeover of Stratasys, Ltd. Source

· At the special general meeting held on March 20, 2023, the shareholders voted in favor of the Proposing Shareholders’ proposals to (i) amend certain provisions of the company’s Articles of Association, (ii) remove four incumbent members of the Board, including Chairman and Chief Executive Officer Yoav Stern, and (iii) appoint two director nominees, Kenneth H. Traub and Dr. Joshua Rosensweig, as directors of the company. Although the Proposing Shareholders believe that the Special Meeting was valid, including that Messrs. Traub and Rosensweig were duly elected to the Board at the Special Meeting, the company is challenging the validity of the Special Meeting in Israeli court, which the Proposing Shareholders are vigorously defending. Most recently, the Israeli court issued an order stating that Messrs. Traub and Rosensweig shall serve as non-voting observers on the Board during the pendency of the litigation.

· In addition to the Israeli litigation, on March 27, 2023, the company filed a lawsuit against Murchinson Ltd and certain other third parties.

· On May 1, 2023, Murchinson Ltd (5.8%) filed a lawsuit against the company and certain other third parties, including Mr. Stern seeking to recover its costs and attorneys fees and punitive damages arising from the company's Complaint. Source

· On May 2, 2023, Anson Funds (6.2%) stated its belief that the allegations by the company contained in the complaint are without merit and intend to defend themselves. Source

· On June 27, 2023, Murchinson delivered a private letter to the Board expressing its concerns over the increased tender offer price for Stratasys shares and the lack of due process and shareholder approval. It criticizes potential plans for a hasty equity issuance that would dilute shareholders' interests.

· On July 20, 2023, Murchinson (5.9%) sent a letter to the Board expressing concerns about the delayed AGM and the Board's alleged attempts to disenfranchise shareholders. It also informed the Board of its decision to convert a portion of ADSs held by Nomis Bay into Ordinary Shares, which was completed on July 18, 2023. As a result, Nomis Bay now holds 1,500,000 ADSs and 3,000,000 Ordinary Shares.

· On July 31, 2023, Murchinson demanded the company to add resolutions to improve corporate governance at the AGM on September 7, 2023. This includes electing experienced and independent director nominees, amending the Articles of Association, and replacing/removing Board members. Source

· On August 17, 2023, Murchinson released an investor presentation detailing why they believe wholesale change to the Board is urgently required to restore accountability, address broken governance and drive shareholder value at the company. The Investor Presentation also details the Proposing Shareholders’ five-pillar plan to improve leadership, capital allocation and corporate governance at the company, which they believe can only be accomplished through a reconstituted Board. The Proposing Shareholders therefore encourage the shareholders to support the proposals to remove the incumbent directors, elect their independent nominees and improve corporate governance at the AGM, scheduled for September 7, 2023. The Proposing Shareholders believe their independent nominees who would join current non-voting directors Kenneth Traub and Dr. Joshua Rosensweig, have the right skill sets and expertise to put the company on the path to shareholder value creation.

· On October 25, 2023, Murchinson (6.6%)delivered a letter to the company demanding that the company add to the agenda of the EGM of Shareholders scheduled to be held on December 13, 2023 various resolutions proposed by them, including resolutions to (i) remove Mr. Yoav Stern and Mr. Oded Gera from the Board, (ii) appoint two highly-qualified director nominees, Ms. Timor Arbel-Sadras, and Mr. Ofir Baharav (the “Murchinson Director Nominees”), to the Board, and (iii) amend certain provisions of the company’s Articles of Association, including the addition of a new Article relating to certain major transactions involving the company requiring shareholder approval. Source

· On December 7, 2023, Murchinson Ltd. sent a letter to the Board informing that it's converting some ADSs into Ordinary Shares to hold more than 5% of voting rights. This conversion is aimed at protecting shareholders' interests. Murchinson plans to demand a special shareholder meeting and propose a new article requiring approval for acquisitions over $50,000,000. These actions are taken due to the Board's lack of responsiveness and concerns about the CEO's recent actions and statements.

· On June 28, 2024, Murchinson Ltd (7.1%) issued an open letter to shareholders criticizing CEO Yoav Stern and the Board. They revealed that Mr. Stern and the Board recently took a company-funded trip to Alaska despite a recent 25% workforce reduction to cut costs. Murchinson suspects Nano might be in deal talks with Desktop Metal due to a recent spike in Desktop Metal’s stock price and urges the Nano Board to seek shareholder approval for any strategic deals. They also expect a ruling from the Israeli Court on the validity of the March 2023 EGM vote, where shareholders supported Murchinson’s proposals. Pending various lawsuits, Murchinson affirms its commitment to replacing the Board and Mr. Stern at the 2024 AGM.

· On October 9, 2024, Murchinson sent a letter to the Board, criticizing the delay in holding the AGM and expressing concerns that the Board may be attempting to disenfranchise shareholders by scheduling the AGM as late as possible under Israeli law. Murchinson requested the conversion of a portion of ADSs into Ordinary Shares and indicated its intention to submit proposals at the AGM, including nominating two to three new directors, removing current directors, and amending the Articles of Association to require shareholder approval for major transactions.

· On October 22, 2024, Murchinson sent a letter to the company demanding the inclusion of various resolutions in the agenda for the AGM on December 6, 2024. These resolutions aim to enhance corporate governance and reform the Board by electing independent directors Mr. Robert Pons and Mr. Ofir Baharav, and by amending the Articles to declassify the Board and require shareholder approval for major acquisitions. Source

· On November 13, 2024, Murchinson issued a presentation urging shareholders to support its proposals for boardroom change at Nano. Murchinson criticized Nano’s management under CEO Yoav Stern, pointing to a 120% decline in enterprise value since 2019, failed acquisitions, misallocation of capital, and broken corporate governance. It highlighted ongoing shareholder value destruction, including questionable ties to a sanctioned Russian oligarch and concerns over upcoming acquisitions. Murchinson proposed the election of independent directors Ofir Baharav and Robert Pons at the 2024 AGM, urging shareholders to vote by November 27.