13D weekly report - October 13, 2025 to October 17, 2025

Southwest Gas Holdings (SWX) and Carl Icahn Enter Updated Cooperation Agreement

Key Summary: In October 2021, the company agreed to acquire Questar Pipeline Co. for $1.98 billion from Dominion Energy, prompting opposition from Carl Icahn (4.91%), who believed the deal would hurt shareholder value. After a brief rights plan and Icahn’s failed takeover offers, both sides reached a cooperation agreement in May 2022, later amended in August 2022 to adjust board representation. Subsequent agreements in November 2023, October 2024, and October 2025 successively reaffirmed and extended Icahn’s rights to nominate up to four directors—Andrew W. Evans, Henry Linginfelter, Ruby Sharma, and Andrew Teno—and secure their participation in key board committees, including the Strategic Transactions Committee, through the 2026 annual meeting.                           

Market Cap: $5.6 billion | Southwest Gas Holdings, Inc., through its subsidiaries, purchases, distributes, and transports natural gas in Arizona, Nevada, and California.

(i) Carl Icahn

In October 2021, the company announced a $1.98 billion acquisition of Questar Pipeline Co from Dominion Energy Inc. Carl Icahn (4.91%) expressed concerns about this move, suggesting it would diminish shareholder value. The company then implemented a short-term stockholder rights plan in response. Subsequently, Carl Icahn made multiple offers to acquire the company's outstanding shares, with the board deeming them inadequate. This led to a back-and-forth between the company and Icahn. Ultimately, they entered into a cooperation agreement in May 2022, allowing Icahn to nominate directors and explore strategic alternatives, including a potential sale of the company. In August 2022, certain provisions of the Cooperation Agreement were amended, leading to changes in board appointments.

On November 21, 2023, the company and Carl Icahn (15.4%) entered into an Amended and Restated Cooperation Agreement, which supersedes the previous agreement from October 24, 2022. This Updated Cooperation Agreement grants Carl Icahn the right to designate up to 4 individuals, known as "Icahn Designees," to serve on the Board, and the company has agreed to nominate these individuals for election at the 2024 AGM. The Updated Cooperation Agreement also allows the Icahn Designees to participate in various committees of the Board, including the Strategic Transactions Committee. Source

On October 15, 2024, the company, Carl Icahn, and Andrew J. Teno entered into an Updated Cooperation Agreement, which supersedes the previous agreement from November 21, 2023. This new agreement maintains key provisions, including the right to nominate directors for the 2025 Annual Meeting. Carl Icahn is entitled to designate up to four individuals—Andrew W. Evans, Henry Linginfelter, Ruby Sharma, and Andrew Teno (collectively referred to as “Icahn Designees”)—who will be nominated for election at the upcoming meeting. Additionally, the Icahn Designees will participate in the Strategic Transactions Committee and other board committees. Source

On October 14, 2025, the company, Carl Icahn, and Andrew J. Teno entered into an Amended and Restated Cooperation Agreement (“2025 Agreement”), replacing the October 2024 version. The 2025 Agreement extends the Icahn Group’s rights through the 2026 annual meeting, allowing them to nominate up to four directors — Andrew W. Evans, Henry Linginfelter, Ruby Sharma, and Andrew Teno — and ensures their participation in key board committees, including the Strategic Transactions Committee. Source

(ii) Corvex Management

On October 24, 2023, Corvex Management (5.8%) stated its plan to engage with the Board and management to explore ways to unlock the value of the company's core utility franchises and its investment in Centuri Group, Inc. They support the separation of Centuri but believe that the company's regulated portfolio, Southwest Gas Corporation, is undervalued compared to its authorized rate base and market peers. They intend to discuss strategies to enhance shareholder value, including improving returns on capital, potential restructuring, or a sale of the company.  Source

Starboard reached agreement with BILL Holdings, Inc (BILL)

Key Summary: On September 5, 2025, Starboard nominated four directors to the Board. On October 15, 2025, Starboard Value LP entered into an agreement with the company to settle board composition and governance matters                                              

Market Cap: $5 billion | BILL Holdings, Inc. provides financial operations platform for small and midsize businesses worldwide. 

·         On September 4, 2025, Starboard (8.5%) stated that it intends to nominate a slate of directors at the 2025 annual meeting and continue engaging with management and the board on value creation, representation, and governance. Source

·         On September 5, 2025, Starboard nominated Liat Ben-Zur, Nancy Disman, Peter A. Feld, and Frank T. Young for election to the board at the 2025 annual meeting. Source

·         On October 15, 2025, Starboard Value LP entered into an agreement with the company to settle board composition and governance matters. Under the agreement, director Stephen Fisher resigned, and the board expanded from 12 to 13 members with the appointment of Peter Feld and Lee Kirkpatrick as Class II directors through 2027. The company also agreed to nominate Beth Johnson and Natalie Derse as Class III directors for election at the 2025 annual meeting and assign committee roles to all four Starboard-backed nominees. During the standstill period, the board cannot exceed 13 members without Starboard’s consent. If Feld or Derse leave before the standstill ends and Starboard maintains at least a 3% stake, Starboard can recommend replacements. In return, Starboard agreed to support all board nominees and company proposals at the 2025 meeting, with limited exceptions, and accepted customary standstill restrictions through early 2026, including refraining from proxy contests, director nominations, or other activist actions.

Daniel S. Farb reached agreement with Artelo Biosciences, Inc (ARTL)

Key Summary: On September 19, 2025, Daniel S. Farb nominated himself and Scott D. Pomfret for the Board at the annual meeting. On October 15, 2025, the Farb Parties entered into an agreement with the company under which they withdrew their director nominations for the 2025 annual meeting and agreed to standstill and voting commitments during a restricted period.

Market Cap: $8 million | Artelo Biosciences, Inc., a clinical stage biopharmaceutical company, develops and commercializes therapeutics that target lipid-signaling pathways in the United States.

On September 19, 2025, Daniel S. Farb nominated himself and Scott D. Pomfret for the Board at the annual meeting and signaled plans to engage stakeholders on unlocking value through potential transactions, capital changes, or business combinations while keeping flexibility to adjust his stake. Source

On October 15, 2025, the Farb Parties entered into an agreement with the company under which they withdrew their director nominations for the 2025 annual meeting and agreed to standstill and voting commitments during a restricted period. They will vote in favor of the Board’s nominees and recommendations, oppose any director removals, and not increase their ownership above 8% of outstanding shares.

Shah Capital issued a letter to the Board of Novavax (NVAX)

Key Summary: On May 6, 2024, Shah Capital Management, Inc. launched a campaign urging stockholders to vote against the re-election of all Novavax directors at the 2024 Annual Meeting. On May 20, 2024, Shah Capital withdrew its campaign. On October 13, 2025, Shah Capital Management, Inc sent a letter to the board urging them to undertake a formal strategic review, including an evaluation of a potential sale of the company.

Market Cap: $1.4 billion | Novavax, Inc., a biotechnology company, that promotes improved health by discovering, developing, and commercializing vaccines to protect against serious infectious diseases.

On May 6, 2024, Shah Capital Management, Inc. launched a campaign urging stockholders to vote against the re-election of all Novavax directors at the 2024 Annual Meeting. They criticized the board and management for hindering the company's potential and advocated for fresh perspectives to restore investor confidence. Shah Capital filed a proxy statement to solicit votes against three Class II Directors and three other proposals, emphasizing the need for urgent change due to poor performance and unresponsiveness. Source

On May 20, 2024, Shah Capital Management, Inc (7.9%) announced that in light of recent developments at the company, they have determined to withdraw their preliminary proxy statement and campaign against the re-election of the Class II directors at the upcoming annual meeting. Source

On October 13, 2025, Shah Capital Management, Inc sent a letter to the board urging them to undertake a formal strategic review, including an evaluation of a potential sale of the company. The letter expressed Shah Capital’s concerns regarding the company’s significant share-price underperformance, operational and marketing failures, and recent capital-allocation decisions. Shah Capital stated their belief that immediate action is needed to restore investor confidence and realize the full value of the company's assets and technology for shareholders.

Two Seas Capital opposes CoreWeave acquisition of Core Scientific Inc (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.

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

All Three Leading Proxy Advisory Firms Recommend STAAR Surgical (STAA) Shareholders Vote “AGAINST” Sale to Alcon

Key Summary: Broadwood Partners noted progress in STAAR Surgical Company. On Jan 10, 2024 (22.1%), despite a stock price dip, it believed in the company's growth and opposed undervalued acquisitions. It stressed corporate governance and planned to engage for more enhancements and value creation. On March 3, 2025, Broadwood Partners increased its stake to 24.2% and supported the new CEO, aiming for improved profitability and long-term shareholder value. On April 2, 2025, Broadwood Partners raised its stake to 25.4%, backed the new CEO and Interim CFO for their strong track records, and welcomed governance improvements, including separating the CEO and Chair roles and adding Asia-focused directors. On August 5, 2025, the company agreed to be acquired by Alcon, but Broadwood Partners remains undecided and is reviewing the process while exploring alternatives. On August 5, 2025, the company agreed to be acquired by Alcon, but Broadwood Partners said it will vote against the deal, citing process and valuation flaws, including Alcon’s earlier higher $55 + $7 CVR offer, no proper market check, and STAAR’s improving fundamentals being ignored. On September 15, 2025, Broadwood Partners filed proxy materials urging stockholders to vote against the proposed merger with Alcon Research. On September 22, 2025, Yunqi Capital (5.1%) announced it will vote against the company’s proposed $28 per share sale to Alcon. On October 15, 2025, Broadwood Partners announced that all three major proxy advisory firms have recommended shareholders vote against the proposed sale to Alcon                                                                                 

Market Cap: $1.3 billion | STAAR Surgical Company designs, develops, manufactures and sells implantable lenses for the eye and delivery systems used to deliver the lenses into the eye.

On January 10, 2024, Broadwood Partners (22.1%) stated that despite the company's stock price having fallen since its last filing in November 2023, it believed the company had continued to grow and improve its financials. It opposed any acquisition offer at a price below its perceived long-term value. Broadwood Partners also emphasized the importance of corporate governance and shareholder alignment, noting past contributions and recent improvements. It planned to remain engaged in dialogue with the Board and other shareholders for further governance enhancements and value creation. Source

On March 3, 2025, Broadwood Partners raised its stake to 24.2% and expressed support for the new CEO, expecting improved profitability and growth, while also engaging with the Board on governance and strategic issues to foster long-term shareholder value. Source

On April 2, 2025, Broadwood Partners raised its stake to 25.4% and support the new CEO and Interim CFO, citing their track records, and welcome recent governance improvements, including the separation of CEO and Chair roles and the addition of Asia-focused directors.

On August 5, 2025, the company agreed to be acquired by Alcon, but Broadwood Partners remains undecided, seeking records on the merger process and exploring alternative partners or strategies to enhance shareholder value. Source

On August 5, 2025, the company announced that it had entered into a definitive merger agreement through which Alcon will acquire the company. On September 2, 2025, Broadwood Partners announced it will vote against Alcon’s proposed acquisition, citing serious process and valuation flaws. Broadwood argued the deal undervalues STAAR, noting Alcon’s earlier, higher $55 + $7 CVR offer, the lack of a proper market check, and that STAAR’s improving fundamentals and cost discipline were ignored when the deal was struck. Source

On September 15, 2025, Broadwood Partners filed proxy materials urging stockholders to vote against the proposed merger with Alcon Research, arguing it is not in shareholders’ best interests. Source

On September 22, 2025, Yunqi Capital (5.1%) announced it will vote against the company’s proposed $28 per share sale to Alcon, arguing the deal materially undervalues STAAR and results from a flawed process. In an open letter, Yunqi criticized the Board for engaging only with Alcon, limiting competing bids, and adopting an overly pessimistic view of China—STAAR’s key market—despite signs of recovery. While open to a transaction at a fair price, Yunqi urged shareholders to reject the current terms, stressing STAAR’s strong standalone prospects in the global refractive surgery market.

On September 24, 2025, the Broadwood Partners filed a definitive proxy statement and GREEN proxy card with the SEC urging shareholders to vote AGAINST the proposed merger and related compensation proposal at the upcoming special meeting. They also issued a press release and letter to stockholders announcing their campaign website, www.LetSTAARShine.com, arguing the merger is suboptimal due to poor timing, a flawed process, and conflicts of interest within the board and management. Source

On October 2, 2025, Broadwood Partners issued an investor presentation titled “The Wrong Time, Wrong Process and Wrong Price”.

On October 6, 2025, Broadwood Partners issued a letter to the shareholders urging them to vote “AGAINST” the $28-per-share sale to Alcon, calling it unjustified after the board rejected Alcon’s $58 offer last year.

On October 7, 2025, Yunqi Capital strongly opposes the proposed merger with Alcon, arguing that STAAR significantly underestimates its business strength, especially in China, and misrepresents its performance and market position. Source

On October 9, 2025, Glass Lewis & Co. recommended that shareholders vote against the proposed $28-per-share sale of STAAR to Alcon AG. Source

On October 14, 2025, Broadwood Partners criticized STAAR’s delayed disclosure that another strategic buyer had expressed acquisition interest in April 2025—information allegedly withheld from the full board when it approved the sale to Alcon. Broadwood called this a serious breach of transparency and governance, noting STAAR’s CEO and Board Chair ignored the outreach from a major private equity–backed suitor and only acknowledged it in a recent SEC filing. Broadwood urged shareholders to vote against the proposed Alcon acquisition, citing a flawed sale process and lack of disclosure. Source

On October 15, 2025, Broadwood Partners announced that all three major proxy advisory firms—ISS, Glass Lewis, and Egan-Jones—have recommended STAAR Surgical shareholders vote against the proposed sale to Alcon

On October 17, 2025, Broadwood Partners sent a letter to STAAR’s board urging it to proceed with the October 23, 2025 shareholder vote on the proposed sale to Alcon without delay or manipulation. Broadwood criticized the sale process as flawed and the deal price as inadequate, noting that major investors and proxy advisors also oppose it.

Past

In 2015, Broadwood Partners disclosed a 2.3% stake and sought a board seat, while it increased its holdings from 17.3% to 21.6%, citing governance and alignment concerns and faith in management. In 2016, Broadwood's stake grew to 27%, recognizing governance improvements but maintaining alignment concerns, emphasizing the need for more progress. In August 2018, holding 24.7%, Broadwood Partners noted substantial company progress under improved management, better results, and increased recognition, acknowledging governance advancements and committing to ongoing dialogue for long-term value. In August 2020, with a 23.6% stake, it reaffirmed its belief in the company's progress, and on January 28, 2021, at 21.5%, expressed satisfaction with ongoing corporate governance enhancements, crediting shareholder-oriented governance since 2014-2016 via shareholder-board dialogue.