Callouts & quotes from 526+ activist slides

"The Loan Platform Business is not a capital-lite “tollbooth” generating fee income from connecting borrowers with third-party buyers. It appears to be a sophisticated financing arrangement called a “wet-funded forward flow agreement” that, in our opinion, SOFI is using to disguise borrowings against loans as sales of loans."

"The reporter (appears to be a physician) “assessed acute arterial hypertension as serious and the causality with pitolisant as possibly related”; “although the event is confounded by methylphenidate, for which increased blood pressure is labeled, an association with (b)(6) cannot be ruled out and is assessed as possible.”"

"The Capital and Business “Alliance” announced by Keisei and Aeon in October 2024 appears to be both economically unattractive and commercially pointless for Keisei – the hallmarks of an arrangement to place more Keisei shares in the hands of cross-shareholders to support this cycle of self-serving management entrenchment"

"Spruce Point does not believe the Evoqua deal was an effective roll-up strategy worthy of the commanding valuation paid by Xylem. After deploying $490m for acquisitions, cash flow struggled ever since COVID-19, and its final acquisition of Mar Cor appears to have been a bust with the return of unpaid earnout money."

"TransMedics not only seems to steer organs to “aggressive” centers, but that it explicitly appears to skip those unwilling to take it on the device, moving to the next “aggressive center” on their list until they land one – a clear indication, in our view, that organs are trafficked as a kickback for device usage."

"Henan Ruili appears to be ANTA's largest purportedly third-party supplier. According to ANTA's 2018 annual report, its largest supplier was 3.5% of purchases. Applying the 3.5% to ANTA's RMB 11.4 billion 2018 cost of sales (which should be substantially all, but not exclusively purchases) equals ~RMB 400 million."

"It appears CTC is more inclined to sell properties than it was in the past. In 2018 and during the first half of 2019, CTC drastically increased the value of sales. This is concerning given that CTC’s debt load has grown substantially over this time. We believe this is a sign the company is strapped for cash."

"Herbalife's entire business model appears to incentivize primarily the payment of compensation that is ‘facially unrelated to the sale of the product to the ultimate users because it is paid based on the suggested retail price of the amount ordered from [HLF], rather than based on actual sales to consumers.’"

"[Dauman] took a short-term financial gain beginning in 2011 by selling kids TV hits including SpongeBob to Netflix. That now appears to have backfired by encouraging young viewers to abandon Nickelodeon and other ad-supported channels and go online where they can watch shows whenever they want, without ads."

"Because we believe that IPX may be challenged to meet the revenue expectations set by analysts (and they may never produce any revenue in one possible scenario), we believe the best way to evaluate the valuation is price to book value. On this metric, IPX’s share price appears to be materially overvalued."

"MAXR appears “cheap” on its inflated Non-IFRS metrics. However, Spruce Point’s forensic analysis unravels its aggressive accounting methods used to inflate EBITDA and EPS. Furthermore, when its debt is adjusted for standard credit agency adjustments, we find leverage to be in excess of its 5.8x covenant"

"Other surgeons provided alarming examples suggestive of coercion and concealment of adverse information about organs - by senior TransMedics management, notably Magdy Attia, the “Medical Director” and Chief of the Liver Program - who, we repeat, appears to be unlicensed to practice medicine in the US."

"If you look carefully at the recent proxy statement filed March 2019, management hit all its short-term incentive targets, but it appears a loosely defined Adj. EBITDAP, which now nets recoverable costs from US gov't contracts and includes unspecified “Board approved modifications”, is the driver."

"CEO appears to mislead CNBC’s audience by saying no lockups have expired. The PIPE shares were not technically under a “lockup” but the company was required to register them for re-sale, which it did effective Dec 31, prior to which they couldn’t be sold – in reality identical to a lockup expiry."

"“Trian has a long track record to help investors judge, and its record of short-slate board participation and activism appears positive and constructive, and oriented towards longer-term value creation...” — Sustainalytics Corporate Governance Company Report on E.I. du Pont de Nemours and Company"

""Trian has a long track record to help investors judge, and its record of short-slate board participation and activism appears positive and constructive, and oriented towards longer-term value creation..." — Sustainalytics Corporate Governance Company Report on E.I. du Pont de Nemours and Company"

"“Trian has a long track record to help investors judge, and its record of short-slate board participation and activism appears positive and constructive, and oriented towards longer-term value creation...” — Sustainalytics Corporate Governance Company Report on E.I. du Pont de Nemours and Company"

"Low compensation levels as indicated by Carvana’s filings is confirmed by employee reviews posted online: it appears that management is trying to attract talent without offering attractive compensation by creating a “fun” startup-like culture and hiring young people with low salary expectations."

"We are short POET Technologies Inc. (POET) because the management for this obvious stock promotion, now on what appears to be its seventh business pivot this decade, is not just diluting US investors, but sticking them with a massive tax liability and a potential lifetime of misery with the IRS."

"Cintas' share price appears to be fully valued with limited upside at the current level. There are more downside risks than appreciated by the investment community, including growing financial strain and fraudulent business practices giving rise to greater competitive threats in fire inspection."

"Since it appears the Company has little interest in letting shareholders have their say regarding the Red Lobster Separation, the Special Meeting will provide an alternative forum for shareholders to show the Board that Darden's shareholders will not stand to be silenced on this critical issue."

"We are further concerned that Nova's shareholder Kushkush Investments Pty Ltd, which appears linked to its ASIC-charged former CEO Kimelman through his wife, has a registered and head office address at 7 Sarah Crescent, Templestowe, Victoria, Australia which appears to be a residential address."

"Off Grid's history dates to 2000, and it assumed its name in 2010. Its website hasn't been updated since 2019 despite being acquired by Generac in Sept 2021. Despite this long operating history, its largest customer appears to be a related-party located right next door that sells its products."

"We believe Heska's assertion that its 2020 subscription performance outperformed its outlook appears to be incorrect. Furthermore, we believe the Company embellishes its North American subscription growth metric by not properly disclosing the potential contribution of scil's Canadian business."

"Investigations of the process have highlighted that an initial award appears to be competitive in name only, while Congress itself declares all subsequent awards resulting from backdoor earmarks for the same company do not need to be competitively bid. — Roll Call / Taxpayers for Common Sense"

"Based on Peng's employment at the consolidated Sprandi subsidiaries of the ListCo, his sale of similarly named entities to ANTA, and his role in ANTA Capital, where he led an ANTA delegation to scout our new factory locations, Henan Ruili appears to be a captive, not an independent supplier."

"Current investors are paying a premium to the Company’s historical valuation. In addition, we believe the fundamental valuation of Aerojet is substantially higher than it appears given numerous off-balance sheet liabilities being ignored by the market and diminishing revenue programs."

"Since Soleno appears to have forgotten to change the fasting glucose graph from the original dataset, we can calculate associated HbA1c values - which suggests to us that the new HbA1c numbers are simply made up to fit a misleading narrative that entry ITT were already prediabetic."

"We do not believe the Audit Committee is made up of truly independent directors. For instance, according to Chinese filings, the Chairman of QTT's Audit Committee, Li Feng (李峰), appears to be a 12% shareholder of one of QTT's most significant undisclosed related party advertisers."

"It appears that Saputo keeps flip-flopping its reporting of Total waste and Total food waste. Optically, Saputo now reports significantly lower overall waste. However, it did not change its definition for Total food waste in its reporting section. Total waste now excludes sludge."

"It appears that Smart2Pay’s approximately 50 employees were to join Nuvei. This further calls into question how could its margins increase so dramatically in the absence of significant cost reductions. LinkedIn employment trends also show no indication of employment attrition."

"These disruptions detracted attention from AOL’s business when it needed it the most. When combined with AOL’s declining fortunes, the management changes have helped to cause a costly talent drain and to produce a culture that appears to be highly political with low morale."

"Xylem is trying to pass off $70 million of transaction costs in Q2 2023 as an addition to Adjusted Free Cash Flow. However, we take issue with this figure because it appears to be on a pre-tax basis when added to operating cash flow, which is an after-tax financial result."

"Nevro’s response to its explants crisis appears to be marked by denial, cover-up, retaliation, and attempts to manipulate and pressure doctors and patients into believing the device works – behavior suggestive to us of a company sitting on an explosive, existential secret."

"Spruce Point believes there is significant downside to Lightspeed’s share price as the Company appears overvalued on both revenue and gross profit metrics, and should trade at a material discount to peers given the strong evidence we’ve presented of its inferior business."

"Based on stock sale transactions and IPO filings, it appears as though both Matrix and Purple Sky owned the entirety of Momo’s A-1 preferred shares. This is irreconcilable and suggests that one or both vehicles may have been used to enrich Momo insiders prior to the IPO."

"Viterra appears to have experienced financial problems between 2022 and 2024. Bunge promoted Viterra's 2022 revenue as $72bn... Later in its 2024 pro forma supplemental, Bunge reported that Viterra's revenue was $44.2bn which is a -17.8% decline over the two-year period."

"IPX promoted that Project Titan is large scale and covers 11,000+ acres of titanium & rare earth rich mineral sands in Tennessee. The Company also says that the project has been fully permitted. Upon close inspection of the permit, it appears to apply only to 308 acres."

"Conclusion: This is the first randomized double-blind study on SCS. HFSCS was equivalent to sham for the primary outcome (improvement of PGIC) as well as for both the secondary outcomes (VAS and EQ-5D index) [...] It appears that the effect of HFSCS and sham is equal..."

""VAX-31 APPEARS BEST-IN-CLASS & SHOULD LEAD THE EXPANDING ADULT + INFANT MARKET... VAX-31 met non-inferiority to PCV20 across the board, was superior on many difficult and highly-prevalent serotypes, and the data were more striking than V116." — TD Cowen, September 2024"

"Avery is more expensive and levered than it appears. We believe Avery inflates Adjusted EBITDA and EPS with dubious restructuring add-backs. In addition, it obscures reporting of operating leases, which are also debt, and ignores pension and environmental liabilities."

"We believe this repeated behavior is the outcome of broader and more systemic problems, including a poor corporate culture that appears to reward loyalty to the founder over performance, a Board that has failed to provide true accountability for delivering on results."

"We have grave concerns about its continuing brand equity given its business relationship with Movers+Shakers, a marketing firm with ties to the notorious NXIVM cult and with its “joy” messaging that appears to be eerily similar to the cult’s Science of Joy teachings."

"Upon a close review of the text of the provided acquisition timeline, Spruce Point concludes that, per the deal proxy, it appears that neither the (2) "Preliminary Alternate Plan" nor the (4) "Illustrative Guidance" was ever provided directly to potential acquirers."

"By adjusting MGPI's balance sheet to remove the effect of long-term whiskey holdings, and include off-balance sheet purchase order commitments, we observe that its liquidity (as measured by its current ratio) to be significantly worse than it appears on the surface."

"While YT appears to have started to hide assets in Blitz in 2017 (two years before declaring bankruptcy), we have found that this money started to flow back into FFAI in April 2019 through a note purchase agreement with Blitz and other employees and relatives of YT."

"Based on Limbach's current 2025 guidance, total company organic growth is effectively flat once acquisition contributions are stripped out, and organic growth in the ODR segment, Limbach's primary growth engine, appears to have decelerated to the low-single digits."

"In short, Vitek extracted cash loans and appears to have repaid with much less valuable interests in partially completed apartments and villas, conveying more in unfunded obligations than cash equity—and new CEO David Greenbaum sought to gloss over this behavior."

"Avery constantly talks about restructuring leases, optimizing plants and facilities. However, as clearly evidenced by its 267 reported global locations found on its website consistently reported for over three years, it appears to have eliminated ZERO locations."

"Monster's market share appears to be the most pressured among its closest peers, and this is before Celsius acquired Alani Nu in February 2025 and Anheuser-Busch (BUD) announced in January 2025 that it would partner with 1st Phorm to launch a new energy drink."

"Today, we reveal why we believe EHang (NASDAQ: EH) is an elaborate stock promotion, built on largely fabricated revenues based on sham sales contracts with a customer who appears to us to be more interested in helping inflate the value of its investment in EH."

"Left: Modules at an FTAI facility show boxes with the FTAI logo, the Module Factory logo, and a large red QR code. Right: The box at Sorena Turbine display what appears to be identical markings: the FTAI logo, the Module Factory logo, and a large red QR code."

"The corporate governance/stewardship superiority or the cloak that BlackRock appears to adorn itself with, is reminiscent of Hans Christian Andersen's tale 'The Emperor's New Clothes': within the industry, BlackRock stands naked, indefensible, and shameless."

"It appears, based on these facts and without an explanation, that BP is exploiting both its shareholders (by building loss-making solar plants) and the UK government (by planning to increase the plant's operational capacity beyond the authorized threshold)."

"New York City's population growth turned negative for the first time in 2017, legged down again in 2018 and appears poised for further trouble as housing remains inadequate across the city and the current crisis once again puts New York in the crosshairs."

"Even more concerning, it appears that the Board chose to withhold material information from shareholders ahead of the nomination deadline in order to preserve the status quo and insulate the incumbent directors from a potential challenge by shareholders."

"It appears Heska can't keep its story straight. On the Company's Q2 earnings call, Wilson said that shipments have been delayed "by a few weeks." Then during the Q&A, Wilson proceeded to suggest that volumes will be impacted all the way through December."

"C3.ai ascribes a $60 million annual value to the “in-kind” donation of its unlimited AI Suite (including $10m of runtime). However, that appears to be unusually large relative to the fair market value of what it receives from its two largest customers."

"Our observations of DV losing competitiveness in international markets appears to be mirrored by its loss of accreditation from the UK's ABC. This can't be beneficial for its opportunity to win business against IAS, which has maintained accreditation."

"The same cast of characters that keeps popping up as lead investigators for Nevro’s studies, and as some of its highest volume implanters, also has a knack for topping its OpenPayments leaderboard, which appears to consist mostly of…speaking payments."