3/5/2026

Oasis Engages Kao in Latest Japan Activist Investor Push

Bloomberg (03/05/26) Matsuyama, Kanoko; Yokoyama, Momoka

Oasis Management Co. is calling on Kao Corp. (TYO: 4452) to convene an extraordinary general meeting, seeking a probe into the Japanese company’s supply-chain risk management and internal control. Oasis received numerous whistleblower allegations concerning Kao’s supply-chain practices, including potential links to deforestation and human rights violations, it said in a statement on Thursday. The Hong Kong-based fund urged shareholders to support a proposal to commission an independent review. “We have discovered something that cannot be ignored,” said Seth Fischer, chief investment officer and founder of Oasis in a briefing Thursday. “This could potentially derail the brand growth significantly and hurt the company. We’re very concerned about the longevity of the company and the viability of the company.” Kao’s leadership can’t investigate this fairly because the president Yoshihiro Hasebe overseas the environmental, social and governance initiatives and his pay is tied to the metrics, creating conflict of interests, he said. Kao will review and verify the relevant facts and provide an appropriate explanation as needed, a company spokesperson said Thursday. The company has consistently positioned ESG initiatives as one of its key management priorities and has conducted its business in compliance with regulations, the spokesperson said. Kao shares pared early gains and dipped as much as 2.2% in Tokyo on Thursday. Oasis’s campaign on Kao comes days after Elliot Investment Management ended a high-profile standoff with the Toyota (7203.T) group over the buyout deal of Toyota Industries Corp. (TYO: 6201). Oasis — now with a 6.6% stake in Kao and its fourth-biggest shareholder as of January — has pressed the Japanese cosmetic and household goods maker to improve underperforming brands and strengthen overseas expansion. The fund revealed a 3% stake in Kao in April 2024 and called on the company to improve its business, saying the stock has the potential to exceed 10,000 yen ($64). It raised its stake to 5.2% in December that year and bought more shares in January this year. Oasis also submitted a proposal in 2025 calling for changes to the company’s outside directors. In its latest documents, Oasis said Kao relies on several high-risk suppliers and cited eight examples. It said FGV Holdings Bhd (KLSE: FGV)/Federal Land Development Authority, a major Malaysian palm oil supplier, were subject to U.S. import ban over allegations of forced labor, child labor and sexual abuse from 2020 to 2026. Unilever (NYSE: UL) has suspended trading with FGV and FELDA since 2018, Oasis said. The fund also identified Indonesian plantation operator PT Astra Agro Lestari (IDX: AALI), another key supplier, with whom Kao’s trade is increasing. Norges Bank Investment Management excluded the group from its investment universe, it said. Many investors have voted against boards which have worked with suppliers facing such allegations and “this should be fairly easy to win,” Fischer said. Oasis has repeatedly sought a meeting with Kao’s president Hasebe, who declined to engage, Fischer said. Although the company’s investor relations team reached out to arrange talks recently, it withdrew the offer after Oasis informed Kao of its plan to submit a notice for an emergency general meeting. “That’s a dramatically wrong approach,” Fischer said. Kao’s portfolio includes premium skincare line SK-II, Molton Brown bath and beauty products and Bioré facial cleansers and sunscreen. The company generates roughly 60% of its revenue in Japan. Operating profit rose 11.9% to ¥164 billion ($1 billion) last year on revenue of ¥1.68 trillion. The company forecasts operating profit to rise 11% to ¥182 billion for the current year.

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3/5/2026

Puma Shares Jump as Retail Billionaire Mike Ashley Buys Stake

Wall Street Journal (03/05/26) Stonor, Joe

Shares in sneaker maker Puma (PUM.DE) jumped after the company said that Mike Ashley’s Frasers Group (LON: FRAS) built a 5.77% stake in the German retailer worth around 185.02 million euros ($215.3 million). Puma stock was up 8%, or 1.71 euros, to 23.36 euros in afternoon European trade. Shares have risen 4.3% over the year to date. Filings with German authorities showed Frasers Group—which U.K. billionaire Ashley majority owns—had a claim over 8.5 million Puma shares, largely through the purchase of put options. The position confers voting rights on Frasers Group equal to the stake, provided the put options are exercised, and would make it Puma’s second largest shareholder behind the Pinault family, according to LSEG data. Through Frasers Group, Ashley holds significant minority stakes in a clutch of European retailers—positions he has used to pressure board changes, change dividend plans and push hostile takeovers. After building his career through sports retailers, Ashley purchased Frasers Group out of insolvency in 2018. He then built stakes in luxury brands including Hugo Boss (BOSS.DE) and Mulberry (LON: MUL), as well as U.K. fast-fashion names ASOS (ASC.L) and Boohoo (DEBS.L). Frasers Group’s holdings stand at 25.21% in Hugo Boss, 37% in Mulberry, 23.25% in Boohoo and 23.33% in ASOS, according to LSEG data. The development comes after Chinese group Anta Sports Products (ANPDY) in January announced plans to take a 29.06% stake in Puma via a buyout of the Pinault family in a 1.51 billion euros all-cash deal. Puma is in the middle of a broader business revamp under former Adidas (ADS.DE) executive Arthur Hoeld, who took over the running of the business in July. The company recorded a net loss of 336.6 million euros in the fourth quarter—against a net profit of 24 million euros in the same period a year earlier—as tariff pressures and inventory gluts weighed on the business. The Frankfurt-listed group previously said it aims to return to growth in 2027. Puma didn’t immediately respond to requests for comment. Frasers Group declined to comment.

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3/4/2026

Bill Open to M&A Deals, CEO Says

Payments Dive (03/04/26) Bachman, Justin

Bill Holdings (NYSE: BILL) may make acquisitions to help drive growth as it operates under pressure from investors that took an ownership stake in the bill payments company last year. “We are always evaluating, understanding opportunities to partner and do an M&A,” Bill’s founder and CEO, René Lacerte, said Tuesday at the Morgan Stanley (NYSE: MS) Technology, Media and Telecom Conference in San Francisco. “Nothing to say at this point in time, but I think we are well-capitalized to take advantage of that.” Lacerte said he views industry consolidation – including the sales of fintechs Brex, AvidXchange, and Melio within the past year – as validation that “bigger players” are entering the business-automation space and will drive further customer adoption of finance software tools for smaller and midsize companies. The recent M&A deals “tells me the category is evolving, it’s maturing, that there’s going to be an opportunity for even more customer adoption, because larger players are saying that they’re coming at this,” Lacerte said in response to a question about consolidation. “We focus on building the best tools and capabilities to be a public, independent company.” Bill, based in San Jose, California, provides software services to small and midsize companies to help handle payment, invoicing, accounts receivable, spending and expense management and other functions. The CEO also pointed to Bill’s agreements in September and October with large providers of enterprise resource planning (ERP) and human resource platforms – Paychex (NASDAQ: PAYX), Acumatica and Oracle NetSuite – as a sign of greater awareness and interest in the industry. “Five years ago, those companies, they would take a call from me but they wouldn’t actually engage,” Lacerte said. “There’s more awareness, people are excited about the space, and that’s actually good for customer adoption.” Bill management has been navigating the demands of three investors over the past six months. Starboard Value, Elliott Investment Management, and Barington Capital Group all announced holdings in the company last year. In an interview last month, Barington Capital CEO James Mitarotonda said that Bill faces “challenges” and should sell itself because it’s not valued sufficiently by the public market. The New York-based hedge fund holds a Bill stake worth about $20 million. Bill reordered its board with four new directors in October, including two proposed by Starboard Value.

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3/4/2026

CoStar Executives Signal Confidence With Share Purchases Amid Third Point Engagement

Investing.com (03/04/26) Juricic, Luke

Shares of CoStar Group Inc (NASDAQ: CSGP) rose 2.5% Wednesday following a series of significant insider purchases by its top leadership. Chief Executive Officer Andy Florance, Director Rachel Glaser, and President of Marketplaces Fred Saint all reported open-market buys this week, signaling a vote of confidence as the company navigates a turbulent period. The buying spree follows a steep decline in the stock, which hit a 52-week low of $43.16 just yesterday. Year-to-date, CoStar shares have plummeted around 27%, a drop primarily fueled by missed earnings expectations and a contentious push into the residential real estate market via Homes.com. The company is currently being engaged by Third Point and D.E. Shaw, who are demanding an immediate retreat from the residential segment. The investors argue that CoStar has burned billions in a "quixotic quest" that has destroyed shareholder value and distracted from its high-margin commercial core. "Every shareholder who has purchased CoStar’s stock in the last five years has lost money," D.E. Shaw stated in a sharply worded letter to the board on February 4. The fund estimated that the focus on Homes.com has wiped out as much as $11 billion in potential market capitalization. Despite the engagement, CEO Andy Florance has remained steadfast, framing the residential expansion as a critical evolution for the company’s long-term digital ecosystem. In response to investor concerns, the board has authorized a $1.5 billion share repurchase program and committed to cutting Homes.com spending by $300 million in 2026. "Third Point appears intent on spinning a yarn of Board complacency and ’quixotic’ investment," CoStar responded in an official statement. Management maintains that its "proven playbook" for market dominance will eventually lead to breakeven profitability for the platform by 2030. The recent insider buys appear designed to address criticism that management has not "held the bag" alongside regular investors. Florance’s purchase of 55,720 shares and Saint’s buy of 20,000 shares mark a rare shift in sentiment after years of net selling by company insiders. For the full year 2026, CoStar is guiding for revenue between $3.78 billion and $3.82 billion, representing roughly 17% growth. The company also expects adjusted EBITDA to reach record levels, targeting up to $800 million as it moves into a margin expansion phase. However, the market remains wary of the "AI victim" narrative popularized by some analysts, who fear that generative AI search tools could disrupt CoStar’s proprietary data advantage. The upcoming 2026 Annual Meeting will likely serve as a referendum on Florance’s vision for the future of the real estate industry.

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3/4/2026

Reservoir Confirms Receipt of Unsolicited Takeover Approach From Irenic Capital

Music Business Worldwide (03/04/26)

Reservoir Media (NASDAQ: RSVR) has confirmed that it has received an unsolicited, non-binding and conditional indication of interest from Irenic Capital Management, LP — one of its existing shareholders — proposing to acquire all of the company’s outstanding equity at a price of between $10.00 and $11.00 per share in cash. The announcement, made via press release on March 3, follows a Bloomberg report last week, which revealed that Irenic had submitted the bid in February, valuing Reservoir at between $1.1 billion and $1.2 billion, including debt. In its statement, Reservoir said its Board of Directors “is evaluating the indication of interest to determine the course of action that is in the best interests of the Company and all of its shareholders.” The company added that it does not intend to comment further unless it deems additional disclosure appropriate or required. Irenic is among Reservoir's largest shareholders, holding approximately 9.2% of the company's equity, according to a recent SEC filing. According to Bloomberg’s earlier report, Irenic has been exploring financing options for a potential deal, including discussions with private credit firms about loan structures that would be backed by Reservoir’s song catalog. Any deal, however, faces a significant structural hurdle: securing the support of Wesbild Inc., which holds approximately 44% of Reservoir’s equity. Wesbild is a firm controlled by the father of Reservoir CEO Golnar Khosrowshahi. Private equity firm Richmond Hill Investments also holds a meaningful stake in the company, owning approximately 21% of Reservoir’s equity. The Irenic bid represents an escalation in the fund’s campaign around Reservoir, which has been building for well over a year. In September 2024, Irenic publicly called on the company to undertake a full strategic review of all alternatives to maximise shareholder value, and to form a special committee of its board to oversee that process. At the time, Reservoir responded by saying it “values shareholder input” while remaining “focused on executing our strategy to drive value.” More recently, within an amended Schedule 13D filing in early February, Irenic said it may consider or propose changes to Reservoir’s ownership, capital or corporate structure, including a potential acquisition or take-private transaction — a move that foreshadowed the bid that subsequently emerged. Irenic Capital Management, headquartered in Manhattan, was founded by Adam Katz and Andy Dodge. Katz, who serves as Chief Investment Officer, is a former portfolio manager at Elliott Management; Dodge, Irenic’s Director of Research, previously held senior roles at Indaba Capital Management. According to the firm’s website, Irenic “invests in public companies and works collaboratively with firm leadership” with the aim of producing “improvements in operating and financial performance that create long-term value.” In practice, several of its campaigns have culminated in the sale of the target companies. Reservoir, which went public on the Nasdaq in July 2021 via a SPAC merger with Roth CH Acquisition II Co., is an independent music company founded in 2007. It currently represents a portfolio of over 150,000 copyrights and approximately 36,000 master recordings, with titles spanning the catalogs of Joni Mitchell, John Denver, Sheryl Crow, and others. The company has been an active acquirer in recent years, spending $876 million on M&A across catalogs and companies since its inception, according to a New York Times report in September 2025. That same month, Reservoir acquired the publishing catalog of jazz legend Miles Davis. Its most recent quarterly results — for the three months ended December 31, 2025 — showed revenue of $45.6 million, up 8% year-on-year, with adjusted EBITDA climbing 11% YoY to $19.2 million. The company also confirmed new catalog deals with Gladys Knight and T.I. during that quarter.

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3/2/2026

Toyota Founding Family Is Biggest Winner in Unit Takeover Battle

Bloomberg (03/02/26) Stevenson, Reed; Inajima, Tsuyoshi

For Akio Toyoda, the all-but-certain mega buyout of Toyota Industries Corp. (6201.T) is the ultimate legacy play. It will reshape Japan’s biggest business group, tighten his family’s grip over the Toyota organization and end a protracted standoff with an American shareholder that tested Japan Inc.’s embrace of corporate governance reform. In what may be the largest-ever Japanese buyout deal, the century-old maker of textile looms that spawned the world’s largest carmaker is poised to become part of a new power center after an unprecedented battle with Elliott Investment Management, one of the world’s most aggressive funds. After forcing Toyota to up the ante twice with higher bids, Elliott agreed Monday to tender its shares for ¥20,600 apiece, valuing the company at ¥6.7 trillion ($43 billion), and settling for an amount less than its previous demands. The privatization of Toyota Industries is meant to reinvigorate the sleepy affiliate, remaking it as the vanguard of the group’s evolution into next-generation mobility and improving collaboration while streamlining its equity holdings, according to the board’s explanation in June when it accepted the initial offer. Critics see it as a power grab by the chairman on behalf of himself and other Toyoda family members. “It looks more like a consolidation of influence and an attempt to keep Akio Toyoda and his family in control of certain assets,” said Nicholas Benes, founder of the Board Director Training Institute of Japan, who helped usher in Japan’s governance code. A representative for Toyota refuted the notion that Akio Toyoda is trying to exert more control over the group. “Mr. Toyoda’s reason for investing is to support this framework as a provider of patient capital and not to exercise control over management,” the spokesperson said in emailed comments after the publication of this story. Ever since news of the buyout became public almost a year ago, Akio Toyoda has made few public comments on it. The most extensive remarks he made were in June 2025, when he denied the deal was an attempt by his clan to cement its control over Toyota Industries. But it’s clear he sees himself as a torchbearer for core principles such as the Toyota Production System and long-term investments in next-generation transportation. The drama has played out against a backdrop of the unmooring of longstanding ties among industrial groups as Japan’s government has pushed companies to undo decades-old cross-shareholdings. Toyota Motor Corp. (7203.T) stock held by suppliers, other group companies and financial partners has declined to roughly half the levels of five years ago, when it made up about a quarter of total ownership in the carmaker, according to data compiled by Bloomberg. The steady unwinding of those equity ties — designed to free up capital and boost corporate transparency — has unnerved Japan’s captains of industry, who worry activists and short-term investors will pressure them to reduce long-term capital investments and shortchange employees and other stakeholders. For the Toyoda family, which owns a tiny fraction of Toyota Motor with no special voting rights, the loosening of bonds threatens their role as senior managers and safekeepers of the founding philosophy. Akio Toyoda, 69, the founder’s grandson and Toyota Motor’s current chairman, saw shareholder backing for his board appointment steadily erode for several years leading up to 2024, though support ticked up last year. Fickle backing by stakeholders signaled board seats for founding family heirs could no longer be taken for granted. That prompted buzz early last year about internal discussions to shake-up the conglomerate’s structure for the first time in more than half a century. “The chairman’s approval rating is entirely unrelated to the current transaction scheme,” the Toyota spokesperson said. Behind the scenes, exploratory discussions had kicked off among senior managers about adopting a holding company structure for the entire Toyota group, according to people with knowledge of their thinking. The idea was to create an unlisted entity to act as a lodestar with stakes in Toyota Motor, Toyota Industries, Denso Corp. (6902.T), Aisin Corp. (7259.T) and other members in a vast constellation of affiliates, they said. A new holding company could, in theory, exert influence over Toyota Motor and its partners with little need for public disclosure or approval. But bringing about such a radical structural change to an industrial conglomerate would be a difficult endeavor that’s likely to draw scrutiny from investors and possibly even regulators. Instead, the group settled on a simplified tactic of privatizing the group’s loom-making progenitor, Toyota Industries, people familiar with the plans said. The little-known supplier of car parts, which also manufactures textile machinery and forklifts and assembles some vehicles, owns small stakes in many other Toyota companies, including Toyota Motor. Those were worth almost as much as its own market capitalization, making it an ideal option for takeover. For that, Toyota turned to an even more obscure subsidiary known as Toyota Fudosan Co., an unlisted property manager with an opaque ownership structure, to handle the transaction through a special-purpose company. The real estate firm’s chairman is the same man at the top of Toyota Motor: Akio Toyoda. As part of the bid, Toyoda himself pledged ¥1 billion of his own money, further aligning his family’s economic interests with those of the Toyota group. A Toyota spokesperson denied that such discussions took place, and that “any suggestion that the structure was intended to evade scrutiny is unfounded and gives rise to speculation that is not supported by the facts.” Toyota group companies had no qualms about those circular relationships, but the buyout set off alarm bells among advocates for greater transparency and shareholder rights. It also attracted the attention of investors like Elliott. “There’s something going on here where Akio is going to create value for the Toyoda family,” said Travis Lundy, an independent Japan equity analyst based in Hong Kong. Akio Toyoda’s stake in the special-purpose company, as well as the deal structure, would give him immense control and, depending on how things play out, make the family “immensely wealthy,” he said. While Toyota Industries’ profit and revenue are a fraction of Toyota Motor’s, it has special status as the group’s founding company. Sakichi Toyoda started the business in 1926 to make looms to meet booming demand from the textile industry as industrialization took hold in Japan. Kiichiro, his son, went on to create Toyota Motor. Efforts by leading keiretsu industrial groups to shape their own destinies date back to the end of World War II and the breakup of wartime conglomerates. Toyota’s attempts to shield its affiliates, who collectively identify as the Kyohokai, drew scrutiny in the late 1980s when American corporate raider T. Boone Pickens launched a drawn out but ultimately unsuccessful takeover bid of group auto lighting firm Koito Manufacturing Co. (7276.T). Although many of the Japanese companies that rose to become global names during the postwar economic boom revere their founders — Sony Group Corp.’s (6758.T) Akio Morita or Panasonic Holdings Corp.’s (6752.T) Konosuke Matsushita — very few still have their descendants closely involved in the businesses through to the present day. Akio Toyoda and his father, Shoichiro — who died in Feb. 2023 — both ran Toyota Motor for a decade each. But Akio Toyoda’s direct ownership of Toyota Motor is less than 0.2%. Still, the founding family has long held sway over it and the larger group. Several other members of the Toyoda clan still hold positions within the Toyota group’s businesses and network of suppliers. The family’s role in management hasn’t been continuous — or gone unchallenged. A series of non-family executives ran Toyota Motor in the 1990s and early 2000s. One of them, Hiroshi Okuda, a former Toyota president who expanded its global manufacturing footprint and pushed for the development of the Prius and gasoline-electric hybrid technology, famously told the Wall Street Journal in a 2000 interview that “nepotism just doesn’t belong in our future.” Ever since he stepped aside from day-to-day operations and became chairman, it’s clear that posterity has been on Toyoda’s mind. The chairman’s son, Daisuke Toyoda, 37, is a senior vice president at Woven by Toyota, the subsidiary tasked with developing self-driving software and other technologies for future cars. The younger Toyoda is seen by many Toyota watchers a contender to take over as CEO one day. But even if that doesn’t happen, his family still wants a voice in Toyota Motor’s future. Executive appointments at Toyota are “based on the principle of ‘the right person in the right position’ and does not indicate any succession plan,” the company spokesperson said. The push to take Toyota Industries private has been an important test case. Other blue chip Japanese company managers have followed it closely as they mull a similar future without a friendly shareholder buffer in the form of equity held by affiliated companies. “This transaction is reminiscent of deals in Korean chaebol corporate groups, which often serve to strengthen the grip of a key member of the founding family,” said Curtis Milhaupt, a Stanford Law School professor who researches corporate governance. The Toyota group is working to reduce its strategic shareholdings in order to “enhance capital efficiency and strengthen governance,” the spokesperson said. What happens next isn’t clear; by the end of the takeover process, Toyota Industries has pledged to relinquish its holdings in Toyota Motor. One scenario that could emerge is for Toyota Industries to conduct share swaps or raise cash for stock purchases by carving up its operational businesses. After selling off textile machines, forklifts and other units, what would be left is something akin to a holding company — a business entity that mainly owns stakes in other companies. That would bring its structure closer to the original plan. “There are no plans to transition to a holding company structure,” the spokesperson said. As if to pre-empt such questions, Akio discussed this possibility in an online video in June of last year. When asked whether the deal would eventually lead to turning Toyota into a holding company, Toyoda said he didn't think that would happen. However this plays out, the chairman of Toyota Motor and the company that owns Toyota Industries will be at the center of any changes. Yet Akio Toyoda has been the driving force behind the company's transformation into the global powerhouse it is today. Under his watch, Toyota clinched the title of the world's largest carmaker, a position it has held for the past six years. While Nissan Motor Co. (7201.T), Honda Motor Co. (7267.T) and other Japanese carmakers have struggled in recent years, Toyota can't build cars fast enough to meet global demand, with waiting lists for some models stretching out for six months or longer. An avid race-car driver who likes to say he “loves the smell of gasoline,” Akio Toyoda erupts in tears during the annual meeting when he talks about his love for Toyota and its people. He also continues to serve as kingmaker, orchestrating the appointment of Koji Sato as his successor as CEO in 2023 and then pushing him out three years later, naming ally Kenta Kon, Toyota Motor's chief financial officer and Toyoda's former secretary, to take over from April. The Toyota spokesperson said that Toyoda was “not involved” in the decision to change CEOs. “Akio is really just an extension of a long family legacy,” according to the Toyota Times, the company's official media portal, expanding on an interview with trade publication Automotive News last year. He spoke about living up to the family name and his struggles to earn the respect of employees and stakeholders. “Generations of Toyodas made the Toyota of today that is an irreplaceable pillar of the Japanese economy and an exemplary corporate citizen,” the article concluded. Ever since he stepped aside from day-to-day operations and became chairman, it’s clear that posterity has been on Toyoda’s mind. The chairman’s son, Daisuke Toyoda, 37, is a senior vice president at Woven by Toyota, the subsidiary tasked with developing self-driving software and other technologies for future cars. The younger Toyoda is seen by many Toyota watchers a contender to take over as CEO one day. But even if that doesn’t happen, his family still wants a voice in Toyota Motor’s future. Executive appointments at Toyota are “based on the principle of ‘the right person in the right position’ and does not indicate any succession plan,” the company spokesperson said. The push to take Toyota Industries private has been an important test case. Other blue chip Japanese company managers have followed it closely as they mull a similar future without a friendly shareholder buffer in the form of equity held by affiliated companies. “This transaction is reminiscent of deals in Korean chaebol corporate groups, which often serve to strengthen the grip of a key member of the founding family,” said Curtis Milhaupt, a Stanford Law School professor who researches corporate governance. The Toyota group is working to reduce its strategic shareholdings in order to “enhance capital efficiency and strengthen governance,” the spokesperson said. What happens next isn’t clear; by the end of the takeover process, Toyota Industries has pledged to relinquish its holdings in Toyota Motor. One scenario that could emerge is for Toyota Industries to conduct share swaps or raise cash for stock purchases by carving up its operational businesses. After selling off textile machines, forklifts and other units, what would be left is something akin to a holding company — a business entity that mainly owns stakes in other companies. That would bring its structure closer to the original plan. “There are no plans to transition to a holding company structure,” the spokesperson said. As if to pre-empt such questions, Akio discussed this possibility in an online video in June of last year. When asked whether the deal would eventually lead to turning Toyota into a holding company, Toyoda said he didn’t think that would happen. However this plays out, the chairman of Toyota Motor and the company that owns Toyota Industries will be at the center of any changes. “If you don’t take action, you can’t create the future,” Toyoda said in the video clip.

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3/2/2026

Norwegian Cruise Line Forecasts Weak Annual Profit on Subdued Demand

Reuters (03/02/26) Kanatt, Neil J.

Norwegian Cruise Line Holdings (NCLH.N) forecast annual profit below Wall Street expectations on Monday as demand for the cruise operator's higher-priced voyages was pressured by economic uncertainty. Shares of the company, as well as peers Carnival Corp (CCL.N) and Royal Caribbean (RCL.N), were down about 7% each in premarket trading, tracking a slump in the broader market due to the escalating conflict between the United States, Israel, and Iran. Norwegian Cruise is facing a slowdown in new bookings as budget-conscious customers avoid splurging on expensive cruise vacations amid persistent inflation and tariff-driven uncertainty in the United States. The company said it entered 2026 against a pressured backdrop, with "certain execution missteps" hurting bookings. "Our priority is to act urgently to address these gaps by improving coordination, reinforcing accountability, and strengthening financial discipline across the organization," new CEO John Chidsey said. Earlier this month, Elliott Management said it has built a more than 10% stake in the cruise operator. The investor is pushing for a new business plan that delivers on available revenue opportunities at Norwegian to drive the share price, while criticizing the appointment of the company's management over the last decade, including that of CEO Chidsey last month. Increased fuel costs amid escalating global tensions, including in the Middle East, and expenses related to drydocks, ship deliveries, and maintenance are also weighing on the cruise operator's margins. The cruise operator now expects adjusted profit of $2.38 per share for fiscal 2026, compared with analysts' expectation of $2.55 per share, according to data compiled by LSEG. Norwegian reported fourth-quarter revenue of $2.24 billion, compared with analysts' expectations of $2.35 billion.

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3/2/2026

Jack in the Box Makes Big Change After Engagement from San Antonio Investor

San Antonio Express-News (03/02/26) Danner, Patrick

Jack in the Box Inc. (NASDAQ: JACK) announced Monday it has a new chairman following engagement by San Antonio investor Sardar Biglari. He had called on shareholders to vote against Chairman David Goebel. The company appointed director Mark King, a former Taco Bell Corp. CEO, to succeed Goebel. Jack in the Box Inc. shareholders rebuffed Biglari’s bid to oust its chairman, David Goebel, reelecting him and nine other board members, according to a preliminary vote count. Nevertheless, the struggling San Diego-based burger chain announced Monday that its board has named a new chairman. Former Taco Bell Corp. CEO Mark King, an independent director on the Jack in the Box board since November, has been appointed to succeed Goebel as chairman. Goebel will not stand for reelection at next year’s annual meeting, the company said. Monday’s announcement followed Biglari’s demand that Goebel resign, saying he had failed to garner a majority of the votes cast. Prior to the vote, Biglari had urged stockholders to vote against Goebel, calling his 17-year tenure on the board an “abject failure for shareholders.” Biglari controls just under 9.9% of Jack in the Box’s shares and has been agitating for change at the company, citing deteriorating operating metrics and falling shareholder returns. The proxy fight had gotten contentious, with Jack in the Box asserting that Biglari’s campaign was “driven by self-interest and anger, rather than shareholders’ best interests.” It alleged that Biglari launched the proxy fight after Jack in the Box’s board deemed him “unsuited” to serve as a director, adding that he vowed that battle would “get bloody” and that he would go after Goebel. For his part, Biglari accused Jack in the Box of “fabricating assertions” and “lying” that he had used “abusive and threatening language.” “Calling out demonstrably failed leadership and demanding accountability is not ‘abusive and threatening’ — it is exactly what responsible shareholder stewardship requires,” Biglari said in Feb. 9 document. Biglari didn’t immediately respond to a request for comment. Biglari, chairman and CEO of Biglari Holdings Inc., parent company of Steak n Shake, has a penchant for investing in restaurant stocks and pushing for change. He may be best known for the numerous proxy fights he’s waged against Cracker Barrel Old Country Store Inc. (NASDAQ: CBRL), which he bashed last year for scrapping its iconic logo and other missteps. It later reversed course and kept the logo after President Donald Trump weighed in on the controversy. Biglari wanted Cracker Barrel shareholders not to reelect CEO and President Julie Felss Masino and independent director Gilbert Dávila, a diversity and inclusion consultant. Masino won reelection in November, but Dávila resigned after he failed to win enough votes to remain on the board. Since then, Biglari has turned his attention to Jack in the Box. His Biglari Capital Corp. and two investment funds it manages sued Jack in the Box and its directors a week before Friday’s annual meeting, alleging that the restaurant chain had issued “demonstrably false and misleading” proxy material to shareholders. The suit was filed in Chancery Court of Delaware, where Jack in the Box is incorporated. In the complaint, the plaintiffs had sought a temporary injunction order that would have postponed the annual meeting until the court could rule on the relief they requested. However, the court declined to expedite the proceedings, allowing the annual meeting to go forward. Biglari Capital and funds had asked the court to declare that Jack in the Box and its directors breached their duty of care and loyalty by including false and misleading statements in the proxy statement. The Biglari group objected to descriptions that it has a “poor track record” of investing, “destroyed value,” “wasted resources” and engaged in “erratic behavior” during the course of its previous investments. It touted having a “proven track record of successful investments,” including the 2008 acquisition of Steak and Shake and minority stakes in Cracker Barrel and Ferrari. The plaintiffs also asked the court to declare that Jack in the Box’s stockholder protection rights agreement, also known as a “poison pill,” is “unenforceable.” Jack in the Box shareholders voted in favor of the agreement at the annual meeting, according to a preliminary vote count. Jack in the Box needed shareholder approval to extend the agreement until July 2028, otherwise it would have expired this July 1. Last July, Jack in the Box disclosed that it had adopted the poison pill to fend off any potential takeover attempt by Biglari Capital. The plan kicks in only if an individual or group acquires 12.5% or more of Jack in the Box stock. If that were to happen, Jack in the Box would give existing shareholders the right to buy one additional share of its stock — at half the then-current market price — for each share they already own. The influx of new shares would dilute the acquiring party’s ownership percentage, making it harder and more expensive to gain control. Biglari Capital opposed the rights agreement and lobbied shareholders to vote against it. King, Jack in the Box’s new chairman, said the board and company leadership are focused on improving the chain’s financial performance. “We will continue advancing our priorities to drive operating results, strengthen the balance sheet, position the company for growth, and enhance long-term shareholder value,” he said in a statement. Jack in the Box earned $33.7 million on $371 million in revenue in latest quarter, ended Jan. 19. By comparison, it lost $2.5 million on $349.5 million in revenue in the same period last year. The company lost a combined $248 million in its last three fiscal years. Its shares fell $1.50, or 8.9%, to close at $15.42 Monday. The stock has ranged from a low of about $14 to a high of about $39 in the last year.

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