924 material Form 8-K filings that 737 companies we cover made with the SEC in January 2026, each read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). All of them were written later, when past filings were added: a selection, not every 8-K of the month (see the note below).
On January 14, 2026, Boston Scientific entered a Merger Agreement under which Penumbra will merge into a Boston Scientific subsidiary and become a wholly owned subsidiary. Penumbra stockholders can elect $374.00 in cash or 3.8721 Boston Scientific shares per share, subject to proration that sets 73.26% of shares for cash and 26.74% for stock. Completion depends on Penumbra stockholder approval, antitrust and other regulatory clearances, and other conditions, and the filing excerpt ends before the full termination terms are described.
Cash election: $374.00 per Penumbra share; stock election: 3.8721 Boston Scientific shares per Penumbra share
Proration: 73.26% of Penumbra shares receive cash and 26.74% receive Boston Scientific stock
Penumbra equity awards: $274.00 in cash plus 1.0353 Boston Scientific shares, measured against a 10-day average trading price
Penumbra would pay Boston Scientific a $525,000,000 termination fee in specified circumstances
CNO Financial Group's board appointed Linda T. Gibson as an independent director effective January 15, 2026, increasing the board to ten members. She joins the Audit and Enterprise Risk Committee and the Investment Committee, and her director pay will follow the company's standard non-employee director arrangements, prorated from her start date.
Linda T. Gibson appointed independent director on January 15, 2026; board size rises to 10
Gibson named to Audit and Enterprise Risk Committee and Investment Committee
Gibson formerly chaired and led PGIM Quantitative Solutions, 2021 to 2025
Company expects to sign an indemnification agreement with Gibson
Toast appointed Rossana Niola, formerly an Assistant Corporate Controller at Mastercard, as Chief Accounting Officer, with her employment expected to start January 26, 2026, and as principal accounting officer effective March 2, 2026. Interim officer Ms. Gomez will step down from those interim roles and remain President and Chief Financial Officer.
Rossana Niola (46) appointed Chief Accounting Officer; principal accounting officer role effective March 2, 2026
Base salary of $400,000, a one-time sign-on bonus of $175,000, and a 40% annual target bonus
Expected equity grants of $1.5 million in restricted stock units and $1.5 million in stock options, vesting over four years
Ms. Gomez ceases interim accounting roles and continues as President and Chief Financial Officer
Woodward approved a plan on January 12, 2026 to wind down its China on-highway natural gas truck manufacturing business after earlier efforts to sell it were unsuccessful. The company expects cumulative pre-tax charges of $20 million to $25 million, with $15 million to $20 million expected to be cash expenditures, and says the business has not significantly contributed to its overall financial performance on a consistent basis.
Estimated cumulative pre-tax charges of $20 million to $25 million, including $3 million to $4 million of non-cash facility and asset charges
Estimated $15 million to $20 million of the charges will result in future cash expenditures
Majority of charges expected in the second and third quarters of fiscal year 2026; wind-down substantially completed by the end of fiscal year 2026
Wind-down includes closing a small manufacturing facility in China and a limited number of sales, engineering and product support roles
Matthews International agreed on January 15, 2026 that Barington Capital and related parties will withdraw their proposed Board nominees for the 2026 annual meeting. The company will make a one-time lump sum payment to reimburse Barington for certain fees and expenses, and the filing does not state the amount. The Barington parties will also vote their shares in line with the Board's recommendations and accept restrictions on proxy solicitation, shareholder proposals and director nominations through the 2028 annual meeting.
Barington parties withdraw their proposed director nominees for the Company's 2026 annual meeting of shareholders
Company agrees to a one-time lump sum payment to reimburse Barington's fees and expenses; the filing gives no dollar amount
Barington parties to vote their shares per Board recommendations through the Company's 2028 annual meeting
Company says the agreement follows engagement on its ongoing strategic review and corporate governance changes
J.B. Hunt Transport Services reported fourth-quarter 2025 results on January 15, 2026. Diluted earnings per share rose to $1.90 from $1.53 a year earlier, while total operating revenue fell 2% to $3.10 billion, so shareholders saw higher profit on lower sales.
Q4 2025 net earnings were $181.1 million, versus $155.5 million in Q4 2024.
Q4 2025 operating income rose 19% to $246.5 million; the prior-year quarter included $16.0 million of intangible asset impairment charges.
Full-year 2025 diluted EPS was $6.12 versus $5.56, up 10%, on revenue of $12.00 billion, down 1%.
The company bought back about 6.3 million shares for about $923 million in 2025, with about $968 million remaining under its authorization.
SEI Investments signed a new employment agreement with CEO Ryan Hicke dated January 13, 2026, replacing his prior agreement, which was set to expire June 1, 2026. The new term runs to June 1, 2031, with an initial $900,000 base salary and a $2,700,000 target cash bonus. The filing also sets out severance terms, including enhanced benefits if he leaves for good reason within 24 months after a change in control.
Initial annual base salary of $900,000, which can be increased but not decreased during the term
Initial annual target cash bonus of $2,700,000, based on individual and/or company performance
Term runs until June 1, 2031; prior agreement was set to expire June 1, 2026
Severance on termination without cause: 1.5 times base salary and 1.5 times annual bonus, paid over 18 months
Prudential Financial furnished preliminary, unaudited fourth-quarter 2025 figures ahead of its February 3, 2026 earnings release. It estimates alternative investment income for its General Account portfolio was $5 million to $25 million below near-term expectations, and reports PGIM assets under management of $1.47 trillion as of December 31, 2025.
Alternative investment income of the General Account (excluding Closed Block Division and Funds Withheld portfolios) estimated at $5-$25 million below near-term expectations for Q4 2025
PGIM other related revenues, net of related expenses, approximately $55 million on an adjusted operating income basis for the quarter ended December 31, 2025
PGIM assets under management were $1.47 trillion as of December 31, 2025
Financial closing procedures are not complete, and final results could differ materially; full results are scheduled for February 3, 2026
Pinnacle Financial Partners amended the letter agreement with Chief Banking Officer Robert A. McCabe Jr., changing the form but not the $5,890,000 total of his compensation opportunity. The company also agreed to pay Harold R. Carpenter $2,000,000 in exchange for a non-compete and non-solicitation covenant running from January 1, 2026 to January 1, 2027.
McCabe's total compensation opportunity stays at $5,890,000, with base salary set at $3,465,000 and target annual bonus at $2,426,000.
Carpenter's restrictive covenant payment is $2,000,000 less withholdings, paid in two equal installments.
The second Carpenter installment is due on or immediately after January 1, 2027; repayment or forfeiture applies if he breaches the non-compete.
Both agreements are dated January 14, 2026, and the filing was signed January 15, 2026.
AppFolio's board cut its size from nine to seven directors and elected Saori Casey as a Class II director, effective February 12, 2026, to fill an existing vacancy. Casey is currently CFO of Sonos, Inc., and the board deemed her independent under Nasdaq and SEC rules.
Board reduced from nine to seven directors; Casey fills the existing vacancy
Casey's election is effective February 12, 2026, and she serves until the 2026 Annual Meeting
Casey will receive the same non-employee director compensation and equity awards as other directors
Casey has been CFO of Sonos, Inc. since January 2024 and previously held finance roles at Apple and Cisco
Ralph Lauren said its board elected Cesar Conde, Chairman of NBCUniversal News Group, as a Class B director effective January 15, 2026, and increased the board from eleven to twelve members. The filing discloses no financial results or guidance, so the appointment's direct effect on shareholders is limited to board composition.
Cesar Conde elected as a Class B director effective January 15, 2026, serving until the 2026 Annual Meeting of Stockholders
Board size increased from eleven to twelve members
Conde also serves on the Walmart and PepsiCo boards and will receive the same compensation as other non-employee directors
On January 15, 2026, Constellation completed exchange offers for Calpine's senior notes, with $2,289,722,000 in principal tendered and accepted. Calpine's noteholders also approved amendments that remove substantially all restrictive covenants and events of default, other than payment and bankruptcy defaults. The filing comes after Constellation's January 7, 2026 completion of its acquisition of Calpine, and it shows how Calpine's debt is being moved into Constellation's own notes.
$2,289,722,000 in Calpine notes were validly tendered, accepted, retired and canceled; the exchange offers have expired.
New Constellation notes: 4.625% due February 1, 2029; 5.000% due February 1, 2031; 3.750% due March 1, 2031, with the same interest rates and maturities as the Calpine notes they replace.
Consent solicitation amendments eliminate substantially all restrictive covenants and events of default, other than payment-related and bankruptcy-related defaults.
Settlement date was January 15, 2026, with the supplemental indentures signed the same day.
Lakeland Financial Corporation said Donald J. Robinson-Gay was appointed Executive Vice President and Chief Credit Officer of the company and Lake City Bank, effective January 14, 2026. He had already served as the bank's Chief Credit Officer since January 30, 2023, so the change is a title promotion within the bank's credit division. The filing does not disclose a new salary figure, and the change does not involve the CEO or CFO.
Effective date: January 14, 2026; he previously held the Senior Vice President and Chief Credit Officer role from January 30, 2023
He joined Lake City Bank in 2018 and was named Senior Vice President and Regional Credit Officer on July 14, 2020
On January 14, 2026, the company entered a Change in Control Agreement with him, filed as Exhibit 10.1
The press release dated January 15, 2026 is filed as Exhibit 99.1; the 8-K spells his surname both as Robinson-Day and Robinson-Gay
Westamerica Bancorporation reported fourth quarter 2025 net income of $27.8 million, or $1.12 per diluted share, down from $31.7 million, or $1.19 per share, a year earlier. Results were flat with the third quarter on EPS, which was also $1.12, and included a $0.02 per-share reduction from a tax provision true-up for 2024. For full-year 2025, net income was $116.2 million, or $4.52 per share, down 16.2% and 13.1% respectively from 2024.
Q4 2025 net income $27.8 million, down 12.3% from $31.7 million in Q4 2024; diluted EPS $1.12 versus $1.19
Full-year 2025 net income $116.2 million, down 16.2%; diluted EPS $4.52 versus $5.20
Net interest income (FTE) $53.5 million, down 9.6% year over year; noninterest income $10.0 million
Company paid a $0.46 per-share dividend and retired 485 thousand common shares in Q4 2025
American Express reported preliminary December 2025 credit statistics for its U.S. Consumer and U.S. Small Business Card Member loans held for investment. Consumer 30-day delinquencies and the consumer net write-off rate improved or held steady, while small business delinquencies rose slightly and the small business write-off rate was flat from November. Total loans held for investment grew to $131.0 billion, which is relevant to shareholders as a measure of card lending and credit quality.
U.S. Consumer 30-day delinquencies were 1.3% in December, down from 1.4% in November and October.
U.S. Consumer net write-off rate (principal only) was 2.1% in December, down from 2.2% in October and flat with November.
U.S. Small Business 30-day delinquencies were 1.7% in December, up from 1.6% in November and October; its net write-off rate was 2.7%, unchanged from November.
Total Card Member loans held for investment were $131.0 billion, up from $129.1 billion in November and $126.4 billion in October.
Under Armour said Chief Product Officer Yassine Saidi will leave the role on February 2, 2026, and will serve as Special Advisor, Design and Expression through February 2027 under a consulting agreement. In the same announcement, Kara Trent was named Chief Merchandising Officer and Adam Peake was named President, Americas, both effective February 2.
Yassine Saidi, Chief Product Officer and a named executive officer, steps down February 2, 2026
Saidi's consulting agreement runs through February 2027 and he is expected to receive approximately $375,000 per quarter
Kara Trent named Chief Merchandising Officer; Adam Peake named President, Americas, effective February 2
The trustee reported a routine distribution of $1.025625 per $25 certificate, all of it interest, on the January 2, 2026 distribution date for the trust tied to Aon plc capital securities. No principal was paid, and no interest was reported as past due, so the filing describes an ordinary scheduled payment on the existing $40,170,000 of certificates.
Interest distribution of $1.025625 per $25 Class A certificate; principal distribution of $0.000000
Aggregate interest due and not paid as of the distribution date: $0.000000
Term Assets of $40,170,000 in Aon Capital A 8.205% Capital Securities due January 1, 2027 held for the trust
1,606,800 certificates outstanding, representing $40,170,000 in principal balance
STAAR Surgical entered a cooperation agreement with Broadwood Partners, its largest stockholder, which owns 31% of common stock. Under the deal, the board expanded from six to seven, CEO Stephen Farrell and director Elizabeth Yeu resigned, and three Broadwood-linked nominees joined the board. The company also said it is no longer in compliance with Nasdaq's three-member audit committee rule and intends to use a cure period.
Farrell's CEO service ends January 31, 2026, or earlier if the board decides; he will serve as a consultant for one year at $45,000 per month
Farrell is eligible for 18 months of base salary and insurance premium reimbursement, subject to a general release
Yeu's resignation leaves the audit committee below the three-independent-director minimum; the company notified Nasdaq on January 14, 2026
Broadwood agreed not to request a special stockholder meeting until June 18, 2026
Genuine Parts Company said non-executive Chairman Paul D. Donahue will retire from the board at the end of his term at the 2026 annual shareholder meeting. The board has appointed CEO Will Stengel as chairman effective upon Donahue's retirement, so Stengel will hold the combined Chairman and CEO roles, which consolidates leadership at the top of the company.
Paul D. Donahue, non-executive Chairman, retires from the board at the end of his term at the 2026 annual shareholder meeting.
Will Stengel, President and CEO since June 2024, is appointed chairman effective upon Donahue's retirement.
Upon Donahue's retirement, Stengel will serve as both Chairman and Chief Executive Officer.
The filing does not report any financial results or guidance changes.
GE Aerospace said Mohamed Ali will become President and CEO of Commercial Engines and Services (CES) effective February 1, 2026, leading an expanded team that will manage the entire commercial engine lifecycle. Russell Stokes, current CES head, will serve in an advisory role and plans to retire effective July 31, 2026, with departure compensation that includes accelerated vesting of part of his 2024 equity grants.
Mohamed Ali, Chief Technology and Operations Officer since January 2025, becomes President and CEO of CES effective February 1, 2026.
Russell Stokes plans to retire effective July 31, 2026, and will serve as Special Advisor to the Chairman & CEO during the transition.
Stokes's time-based 2024 equity grants scheduled to vest in May 2027 will be accelerated upon departure; other unvested grants will be forfeited.
Jason Tonich was named Chief Commercial Sales & Customer Officer, reporting directly to H. Lawrence Culp, Jr. GE Aerospace will report 4Q and FY 25 earnings on January 22.
Philip Morris International issued a press release on January 15, 2026, describing over $20 billion of investments since 2022 in U.S. manufacturing, commercial rights, infrastructure and jobs, mostly tied to the 2022 Swedish Match acquisition. The company said it expects to make substantial additional U.S. investments, but the release gives no new financial results, guidance or specific dollar commitments for those future plans.
Over $20 billion of PMI investments since 2022, including around $19 billion in 2022 tied to the Swedish Match acquisition
More than $1 billion further invested in U.S. manufacturing, operations and people costs since the Swedish Match acquisition, through September 30, 2025
Infrastructure investments in Colorado, Kentucky and North Carolina are expected to generate more than 1,000 direct and 1,500 indirect jobs
Company states U.S. workforce has grown to over 3,000 employees
Morgan Stanley reported fourth-quarter 2025 net revenues of $17.9 billion, up from $16.2 billion a year earlier, and earnings of $2.68 per diluted share, up from $2.22. For the full year, net revenues were $70.6 billion and earnings were $10.21 per diluted share, compared with $61.8 billion and $7.95 a year earlier. Quarterly revenue was down from $18.2 billion in the third quarter, and the company repurchased $1.5 billion of its common stock during the quarter.
Q4 2025 net income applicable to Morgan Stanley was $4.4 billion, compared with $3.7 billion a year earlier
Full-year 2025 net revenues were $70.6 billion, up from $61.8 billion in 2024
Board declared a $1.00 quarterly dividend per share, payable February 13, 2026, to shareholders of record on January 30, 2026
Common stock repurchases totaled $4.6 billion for the full year 2025
H.B. Fuller reported fourth quarter fiscal 2025 net revenue of $895 million, down 3.1% year-on-year, while adjusted EBITDA rose 14.6% to $170 million and diluted net income was $30 million, compared with a loss of $7 million a year earlier. The company also issued fiscal 2026 guidance calling for adjusted EBITDA of $630 million to $660 million and adjusted EPS of $4.35 to $4.70, which gives shareholders a near-term profit outlook alongside a revenue forecast of flat to up 2%.
Q4 2025 net revenue was $895 million, down 3.1%; adjusted for the flooring divestiture, it rose 0.9%
Q4 2025 adjusted EBITDA was $170 million, up 14.6%, with an adjusted EBITDA margin of 19.0%
Q4 2025 diluted EPS was $0.54; adjusted EPS was $1.28, up 39.1%
Fiscal 2026 guidance: adjusted EBITDA $630 million to $660 million; adjusted EPS $4.35 to $4.70; net revenue flat to up 2%
Goldman Sachs reported fourth-quarter 2025 diluted earnings per share of $14.01, up from $11.95 a year earlier, while net revenues fell 3% to $13.45 billion. For the full year, EPS was $51.32 versus $40.54 in 2024, and the board raised the quarterly dividend to $4.50 per share from $4.00. Results were shaped by Apple Card loan markdowns in Platform Solutions, which were more than offset by a $2.48 billion reserve reduction in provisions for credit losses.
Q4 2025 net earnings were $4.62 billion, and EPS was $14.01 versus $12.25 in Q3 2025 and $11.95 in Q4 2024
Platform Solutions net revenues were negative $1.68 billion in Q4 2025, reflecting $2.26 billion of markdowns tied to the Apple Card loan transfer
Full-year 2025 net revenues were $58.28 billion, up 9%, with Global Banking & Markets up 18%
Quarterly dividend increased to $4.50 per share, payable March 30, 2026, to holders of record on March 2, 2026
Penumbra agreed on January 14, 2026 to merge with Boston Scientific, which will acquire it in a deal valued at $374 per share and an enterprise value of approximately $14.5 billion. The same day, Penumbra released preliminary fourth quarter and full year 2025 revenue that grew 17.3% to 17.5% for the year, and the merger requires Penumbra stockholder approval and other closing conditions.
Each Penumbra share can be exchanged for $374 in cash or 3.8721 Boston Scientific shares, subject to proration to about 73% cash and 27% stock.
Boston Scientific expects to finance the approximately $11 billion cash portion with cash on hand and new debt.
The transaction is expected to close in 2026, subject to Penumbra stockholder approval and customary conditions, and Penumbra stock would be delisted from the NYSE.
Preliminary full year 2025 revenue of $1,401.3 million to $1,403.1 million, up 17.3% to 17.5%; fourth quarter revenue of $383.0 million to $384.8 million, up 21.4% to 22.0%.
Talen Energy agreed to acquire the Lawrenceburg, Waterford and Darby gas-fired plants, about 2.6 gigawatts of capacity in Ohio and Indiana, from Energy Capital Partners for $3.45 billion. The price is about $2.55 billion in cash, which Talen expects to fund with new debt, plus 2.4 million new Talen shares to ECP. The deal is expected to close early in the second half of 2026, subject to regulatory approvals, and the company says it will be accretive to adjusted free cash flow per share.
Purchase price of $3.45 billion: about $2.55 billion in cash and about $900 million in Talen stock (2.4 million shares)
ECP would own about 5% of pro forma combined Talen equity, per the company's estimate
Expected close early in the second half of 2026; requires HSR waiting period expiration and approvals from FERC and the Indiana Utility Regulatory Commission
Resale of the new shares is to be covered by a registration rights agreement, with 90-day and 180-day lock-ups
BlackRock reported fourth-quarter and full-year 2025 results on January 15, 2026. GAAP diluted EPS fell 33% in the quarter to $7.16 and 16% for the year to $35.31, which the company attributes to noncash acquisition-related expenses and a noncash charitable contribution, while revenue rose 23% in the quarter and 19% for the year. Shareholders also received a 10% increase in the quarterly dividend to $5.73 per share and 7 million additional shares authorized for repurchase.
Q4 2025 GAAP diluted EPS was $7.16 versus $10.63 a year earlier; as adjusted diluted EPS was $13.16 versus $11.93.
Q4 2025 total revenue was $7.0 billion, up 23% from $5.7 billion; full-year revenue was $24.2 billion, up 19%.
Full-year 2025 net inflows were $698 billion, including $342 billion in the fourth quarter; AUM ended the year at $14.0 trillion.
Quarterly dividend raised 10% to $5.73 per share, payable March 24, 2026 to holders of record on March 6, 2026.
First Horizon reported full-year 2025 net income available to common shareholders of $956 million, or $1.87 per share, up from $1.36 in 2024, and fourth-quarter EPS of $0.52, up from $0.30 a year earlier. Quarter-over-quarter, fourth-quarter net income available to common shareholders rose 1% from the third quarter, and adjusted results were $259 million, or $0.52 per share, versus $263 million, or $0.51, in the third quarter. Shareholders benefit from strong full-year earnings growth and $894 million returned through share repurchases in 2025, while the company reported a lower CET1 ratio of 10.64%.
Full-year 2025 net income available to common shareholders was $956 million, or $1.87 per share, up 29% in dollars and 38% per share from 2024.
Fourth-quarter 2025 net income available to common shareholders was $257 million, or $0.52 per share, compared with $254 million, or $0.50, in third-quarter 2025.
Full-year net interest margin improved to 3.47%, up 12 basis points, and the CET1 ratio fell to 10.64% from 11.20% at year-end 2024.
Share repurchases returned $894 million to shareholders in 2025 at an average price of $21.16 per share.
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
Briefs marked “Written later” were written in November 2026 for filings that were by then more than three weeks old, so months before mid-October 2026 hold a selection: every material 8-K of the past year for the 100 largest companies we cover and the last 15 important 8-Ks of every other one. Briefs the number check holds back are not shown or counted. Also: the last 45 days, briefs by company, A–Z and the live SEC filings wire.