Special Situations Digest #39

JANA Partners Management, LP reduced its stake in Alkami Technology, Inc. (ALKT) to 4.98% as of October 28, 2026 (Schedule 13D amendment). The holder now owns 5.3 million shares, down from 6.7 million shares or 6.3% reported on October 16, 2026. JANA stated the reduction below the reporting threshold provides greater flexibility to engage in private discussions with the board regarding profitability, capital allocation, and AI partnership opportunities. The reduction to below 5% signals a shift toward unfiled, private engagement with the board.

Starboard Value is pushing Knife River (KNF) to increase margins or explore a sale. Managing Member Jeff Smith sent a letter to the board on Friday urging the company to engage a banker to explore alternatives if it cannot achieve 22% Adj. EBITDA margins in the near term. Starboard has built a significant stake and is reportedly preparing to nominate directors. Knife River reports Q3 results on Tuesday. The 22% Adj. EBITDA margin target is now an explicit public condition, with a miss triggering Starboard's demand for a banker-led alternatives process and a potential sale at a substantial premium.

The Mathieson family, the largest shareholder of Endeavour Group (EDV.AX), expressed public dissatisfaction with executive pay and company returns at an October 2026 meeting. The company narrowly avoided a strike over executive compensation, while reports indicate slowing turnover in its pubs business. Investors should watch for escalated governance pressure from the Mathieson camp.

Albert White has stepped down as president and CEO of Cooper Companies (COO) effective immediately. Independent director Walter Rosebrough Jr. becomes executive chair to oversee operations until a permanent CEO is appointed, while Shlomo Nachman joins the board in December and three current directors will not stand for reelection at the 2027 annual meeting. The board also reaffirmed fiscal 2026 guidance of 2% to 3% organic growth. These leadership changes follow demands from Jana Partners for a new CEO search and board chair. While the activist's demand for leadership change has been met, its requests for the sale of fertility and medical device assets and engagement with buyers for CooperVision remain unaddressed.

Moshe Moalem now owns 8.49% of Nano-X Imaging Ltd. (NNOX) and is opposing a proposal to increase authorized share capital (Schedule 13D). Moalem intends to vote against increasing the authorized Ordinary Shares from 150 million to 450 million and may pursue a contested election of directors due to dissatisfaction with performance, strategy, and governance. He has requested the company refrain from issuing additional voting shares before the November 2, 2026 record date. A special meeting to vote on the share-capital increase is scheduled for November 18, 2026. The near-term pressure point is the November 18 vote on the authorized-share increase.

Fundnote Inc. increased its stake in CMK Corporation (6958.T) to 15.18% from 13.76% (large shareholding report). The holding totals 10.8 million shares as of October 22, 2026. The filer states the investment is for trust-asset management based on advice from Kaihou Co., Ltd., with a focus on capital efficiency, governance, and IR dialogue. The filer explicitly reserves the right to change the purpose of its holding to "important proposal acts." A purpose amendment in a future filing would signal activist intent.

Nippon Active Value Fund PLC, NAVF Select (Master) Fund LP, and Dalton Investments, Inc. increased their joint stake in MURAKAMI Corporation (7292.T) to 9.12% from 8.10% (amended EDINET large-shareholding report). The group now holds 1.1 million shares as of October 23, 2026. The filers previously sent a letter in December 2025 proposing board independence, restricted stock compensation, and a review of strategic options including spin-offs or going private. Continued accumulation toward a 10% threshold signals escalating activist pressure on management.

Hiroyuki Maki and Merco Group Co., Ltd. now jointly own 28.36% of BASE, Inc. (4477.T) following an off-market transfer of 29.9 million shares from Maki to Merco Group at ¥339 (large shareholding report amendment). On 2026-10-23, Maki obtained four governance commitments from the company, including a transition to a company with a nomination committee targeted for the 2028 AGM, the consideration of a TSR target, the election of independent outside directors, and a special committee on exit-procedure fairness. In exchange for these commitments, Maki abandoned his previous goal of acquiring over 30% of voting rights. He reserves the right to vote against individual director elections and to seek injunctions against takeover defenses or third-party allotments. The 28.36% holder extracted these governance changes while maintaining the right to challenge director elections and defensive measures.

Strategic Capital Co., Ltd., an activist fund already on the register, owns 16.28% of GOLDCREST Co., Ltd. (8871.T), or 5,825,400 shares, according to its most recent large shareholding report (filed 2026-07-07, up from 14.67%). Japanese large shareholding reports are required for stakes above 5%. No new activist agenda is established by the latest filing.

Ancora Holdings Group is demanding a comprehensive strategic review of H.B. Fuller (FUL), including a potential sale of the entire company. The activist's campaign follows the board's rejection of an enhanced $1.2 billion–$1.4 billion cash offer for the Building Adhesive Solutions segment, which Ancora claims represents more than 50% of the company's equity value. In a letter dated October 29, 2026, Ancora criticized the company's performance and stated it is reserving all rights to make a bid for the entirety of H.B. Fuller. The board's rejection of the segment offer and Ancora's threat of a full-company bid set up a possible whole-company sale process.