Special Situations Digest #37

Gerald J. Ford and affiliated entities now own 27.3% of Hilltop Holdings Inc. (HTH) and are demanding a split of the President/CEO and Chairman roles (Schedule 13D/A). In a letter delivered October 16, 2026, Ford raised governance concerns regarding Jeremy Ford serving in both roles while acting as a plaintiff in pending litigation against Gerald J. Ford. Ford requested a prompt board investigation and stated that a lead independent director is not a substitute for splitting the roles. The reporting persons may propose further changes to management, board composition, or governance practices. A 27.3% holder has formally demanded a board-level governance change and investigation, escalating an existing activist posture.

Fund 1 Investments, LLC beneficially owns 5.5 million shares of Funko, Inc., approximately 9.9% of the 56.0 million shares outstanding as of August 4, 2026. The aggregate purchase price of the 5.5 million shares is approximately $18.7 million, including brokerage commissions. Fund 1 has entered into cash-settled total return swap agreements providing economic exposure to 7.3 million notional shares, approximately 13.0% of outstanding shares. The swaps provide economic results comparable to ownership but do not provide voting or dispositive power over the underlying shares. The filing is Amendment No. 5 to the Schedule 13D, dated October 16, 2026, with a date of event of October 14, 2026.

JANA Partners Management, LP disclosed plans to discuss profitability, capital allocation and AI partnership opportunities with Alkami Technology's (ALKT) board and management. Its October 16, 2026 Schedule 13D amendment reports 6,747,707 shares, representing 6.3%, with no share transactions in the preceding 60 days. JANA had already filed its initial Schedule 13D on June 29, 2026; this amendment adds topics to its engagement agenda.

I Grandi Viaggi (IGV.MI) published reports for its November 16, 2026 ordinary and extraordinary shareholders' meeting. Helios S.r.l., with 2,410,995 shares (5.047%), requisitioned discussion of governance concerns, the statutory auditors' findings and remedial measures. The ordinary agenda also proposes confirming Liliana Maria Capanni, co-opted after Tina Marcella Amata's resignation. The board remains at nine directors, as determined by the September 4 meeting; November is not a fresh vote on Monforte's earlier board-expansion request.

Ancora Holdings Group and Irenic Capital Management each hold about 4% of Big Yellow Group PLC (BYG.L) and are pushing for a sale. Ancora told board members to explore a sale to unlock 'significant value trapped' in the business, estimating intrinsic value at £12.36 (~$16) per share on a 5.1% capitalization rate, and also called for non-core asset sales, a rebranding or sale of Armadillo, monetization of the development pipeline and share buybacks. Irenic had engaged privately with the board for months before going public. Big Yellow said the board 'continually evaluates all options for maximizing shareholder value.' Shares rose 7% on Wednesday and another 2% on Thursday. This is the second sale approach in a year: Blackstone ended takeover talks in early December after announcing possible-offer consideration the previous October. Big Yellow operates 113 self-storage locations under the Big Yellow and Armadillo brands, with 6.7 million rentable square feet.

Third Point LLC and Daniel S. Loeb now own 5.8% of Strata Critical Medical, Inc. (SRTA) and are urging the company to explore strategic alternatives, including a potential sale (Schedule 13D). The fund spent $24.5 million to acquire 5.1 million shares, stating the business is strong but lacks the scale to support its current overhead. Third Point converted its position from a passive 13G to an active 13D on October 15, 2026. Strata shares were recently up 5.1% to $4.56 after hours.

Former BrainChip directors Steve Liebeskind and Neil Rinaldi are campaigning for board changes at BrainChip Holdings (BRN.AX). Their stated proposal removes Antonio Viana, Pia Turcinov and Duy-Loan Le and elects Louis DiNardo and Kevin D. Johnson. The board rejected the campaign in its October 14, 2026 shareholder letter. The campaign says a Section 249D meeting requisition is under consideration and depends on support from holders of at least 5% of votes. No meeting date has been announced.

FreightCar America (RAIL) terminated its stockholder rights plan on October 14, 2026 and signed a stockholder agreement with PIMCO-affiliated vehicles. Their approximately 48.8% beneficial stake, cited from a July 2 Schedule 13D/A, includes shares issuable on warrant exercise. Future rights plans cannot use a trigger below 20% of outstanding common stock. Certain transfers creating a holder above 20% on a fully diluted basis require notice and board review, subject to exceptions. The board can reject or condition such transfers; if it does not respond within ten days, a 60-day transfer window applies. The pill termination removes a takeover defense while the transfer restrictions constrain large block sales.

Oasis Management reported 107,366,725 Nidec (6594.T) shares and depositary interests, or 9.00%, up from 7.97%, in a filing submitted October 15, 2026 with an October 7 reporting-obligation date. Its agenda includes director appointments, board composition, capital policy and possible delisting, with additional proposals contemplated over twelve months. Oasis also plans to increase its holding by more than five percentage points, subject to price and other conditions and potentially regulatory filings or approval. It targets three months from the reporting-obligation date but expressly allows later execution; acquisition terms remain under consideration.

Strategic Capital Co., Ltd. now owns 17.83% of A&D HOLON Holdings Company Limited (7745.T) after increasing its stake from 16.72% (large shareholding report). The buyer holds 5.0 million shares and intends to propose capital structure changes, specifically using interest-bearing debt to reduce shareholder equity. As of 2026-10-08, 101,300 shares are pledged as collateral to Tachibana Securities Co., Ltd., and 400,000 shares are lent to the same firm. This filing clears the holder to push for capital policy changes.