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).
Azenta, Inc. disclosed that director Alan P. Malus resigned from its Board of Directors effective January 29, 2026. The company said the resignation was not due to any disagreement and that Malus has taken a full-time role with another company that will limit his time for Azenta duties.
Alan P. Malus resigned from the Board effective January 29, 2026
He also served on the Human Resources and Compensation Committee
Company states no disagreement with Azenta or its Board on operations, policies, or practices
Resignation attributed to Malus assuming full-time responsibilities at another company
Rayonier closed its merger with PotlatchDeltic on January 30, 2026, converting each PotlatchDeltic share into 1.8185 Rayonier common shares and $0.61 in cash. The Rayonier board was reconstituted to ten directors, and the combined company will keep the Rayonier name and trade under RYN starting February 2, 2026.
Each PotlatchDeltic common share converted into 1.8185 Rayonier common shares plus $0.61 in cash
Rayonier issued approximately 140.9 million common shares in connection with the merger
Eric J. Cremers, former PotlatchDeltic CEO, became Executive Chairman for a two-year term; Scott R. Jones became Lead Independent Director
Mark D. McHugh will serve as President and CEO for a four-year term, with an annual base salary of $950,000
Helix Acquisition Corp. III, a blank check company, closed its initial public offering on January 26, 2026, selling 17,250,000 Class A ordinary shares at $10.00 per share for gross proceeds of $172.5 million, including the full exercise of the underwriters' over-allotment option. The full $172.5 million was placed in a U.S.-based trust account, and the company has 24 months to complete a business combination but has not yet selected a target, so shareholder funds remain in trust rather than in an operating business.
IPO closed January 26, 2026: 17,250,000 Class A ordinary shares at $10.00 each, including 2,250,000 from the over-allotment option, for $172.5 million gross proceeds.
Concurrent private placement of 497,500 Class A shares at $10.00 each to sponsor Helix Holdings III LLC, for $4.975 million gross proceeds.
$172.5 million placed in trust account, with Continental Stock Transfer & Trust Company as trustee.
Company has 24 months from the IPO closing to complete a business combination; no target has been selected.
Lafayette Digital Acquisition Corp. I, a blank check company, said holders of its units may separate them into Class A ordinary shares and warrants starting on or about February 4, 2026. Separated shares and warrants will trade on Nasdaq under ZKP and ZKPW, while units not separated continue to trade as ZKPU. The filing is administrative and does not describe a business combination or change in financial results.
Separate trading of Class A ordinary shares and warrants begins on or about February 4, 2026.
Each unit consists of one Class A ordinary share and one-fourth of one redeemable warrant.
Separated securities trade under ZKP (shares) and ZKPW (warrants); units not separated continue under ZKPU.
Unit holders must contact Continental Stock Transfer & Trust Company through their brokers to separate units.
IBM's board elected Ramon Laguarta, chairman and chief executive officer of PepsiCo, to its board of directors, effective March 1, 2026. He will join the Directors and Corporate Governance Committee, and the filing furnishes the related press release as Exhibit 99.1.
Ramon L. Laguarta, 62, is chairman and CEO of PepsiCo and has led the company since 2018.
Board election is effective March 1, 2026; he will join the Directors and Corporate Governance Committee.
Arvind Krishna, IBM chairman, president and CEO, said Laguarta's technology transformation background would help IBM deliver value to shareholders.
Legato Merger Corp. IV, a blank check company with no operations, completed its initial public offering on January 26, 2026, selling 23,000,000 units at $10.00 each for gross proceeds of $230,000,000. The $230,000,000 was placed in a trust account, and the company must complete an initial business combination within 24 months (or 27 months if a deal agreement is signed in that period), or redeem the public shares.
23,000,000 units sold at $10.00 each on January 26, 2026, including 3,000,000 over-allotment units exercised in full on January 23, 2026; gross proceeds of $230,000,000
Private placement of 550,000 units at $10.00 each for $5,500,000 to initial shareholders and IPO underwriters, completed simultaneously
$230,000,000 placed in trust account; transaction costs of $12,001,028 and $2,466,163 in cash held outside the trust
Company has until the end of its combination period (24 months, or 27 months with a signed agreement) to complete a business combination
Chevron's independent directors completed their annual review of executive pay on January 28, 2026, approving a $75,000 base salary increase for Chairman and CEO Michael K. Wirth and ratifying smaller raises for other named executive officers, effective March 1, 2026. The filing also covers incentive target percentages, which were left unchanged, and equity award values for 2026 grants, which shareholders may track in future proxy and SEC filings.
Wirth's annual base salary rises $75,000 to $1,975,000; CFO Eimear P. Bonner's rises $50,000 to $1,100,000
Mark A. Nelson's base salary rises $25,000 to $1,350,000; R. Hewitt Pate's rises $50,000 to $1,250,000
Target bonus percentages under the Chevron Incentive Plan are unchanged for 2026, including 165 percent for Wirth
Equity award values of $23,000,000 for Wirth, $5,094,000 for Bonner, $8,533,800 for Nelson and $7,641,000 for Pate, with a February 1, 2026 grant date
Becton Dickinson's board adopted an executive severance plan effective January 27, 2026, covering named executive officers and other eligible managers whose employment is terminated without cause. At its January 27, 2026 annual meeting, shareholders approved adding 3,935,000 shares to the 2004 equity-based compensation plan and approved all board nominees and the other proposals.
Severance plan: CEO receives 1.5x base salary and target bonus in a lump sum; Executive Leadership Team members receive 1.0x; Business Unit Presidents and other eligible participants receive 1.0x base salary.
Equity plan: shareholders approved an increase of 3,935,000 shares available for awards under the 2004 Plan.
Proposal 4 vote: 232,072,981 for, 8,310,708 against, 1,170,610 abstentions.
Ernst & Young ratified as independent auditor for fiscal 2026 with 240,467,316 votes for and 16,959,702 against.
Space Asset Acquisition Corp. closed its initial public offering on January 29, 2026, selling 23,000,000 units at $10.00 per unit for $230,000,000 in gross proceeds, including the full exercise of the underwriters' over-allotment option. The company placed $230,000,000 in a U.S.-based trust account, and those funds generally stay there until a business combination, a shareholder-approved redemption, or the return of funds to public shareholders within 24 months of the IPO closing if no combination is completed. For shareholders, the filing details how the capital was raised and the conditions that govern use of the trust funds.
IPO closed January 29, 2026: 23,000,000 units at $10.00 per unit, including 3,000,000 over-allotment units, for $230,000,000 in gross proceeds.
Private placement of 645,000 units at $10.00 per unit for $6,450,000; the Sponsor bought 415,000 units and BTIG, LLC bought 230,000 units.
$230,000,000 placed in a trust account maintained by Efficiency INC.; trust funds are generally not released before a business combination, a qualifying shareholder redemption, or 24 months after the IPO closing.
Eric Zahler, Anders Johnson and Celeste Ford were appointed independent directors on January 27, 2026; each received 25,000 Class B ordinary shares as director compensation.
X3 Acquisition Corp. Ltd. sold an additional 2,500,000 units on January 26, 2026, through a partial exercise of the underwriters' over-allotment option, for gross proceeds of $25 million. The filing says $225 million of IPO and private placement proceeds is now held in a trust account for public shareholders, and the balance sheet adjustments reflect that deposit.
Underwriters bought 2,500,000 over-allotment units at $10.00 per unit on January 26, 2026, for $25,000,000 in gross proceeds, out of up to 3,000,000 units allowed.
The sponsor, X3 Acquisition Management LLC, bought 375,000 additional private placement warrants at $1.00 each, for $375,000, and owes the company $375,000 for the related funds advanced.
A total of $225,000,000 from the IPO and private placements was placed in the trust account as of January 26, 2026.
The underwriters have 45 days from the January 22, 2026 IPO date to buy the remaining 500,000 units.
First Advantage Corporation disclosed that director Bianca Stoica resigned from its Board of Directors and the Compensation Committee, effective immediately, after notifying the Board on January 29, 2026. The filing states her resignation was not due to any disagreement with the company, its management, or the Board on operations, policies or practices. The filing does not name a successor or provide financial figures.
Bianca Stoica notified the Board of her resignation on January 29, 2026.
Resignation covers her seat on the Board and on the Compensation Committee, effective immediately.
The company states the resignation was not due to any disagreement on operations, policies or practices.
OPENLANE, Inc. disclosed that director Sanjeev Mehra resigned from its Board of Directors effective January 29, 2026. The company states the resignation was not related to any disagreement with it on operations, policies or practices.
Sanjeev Mehra notified the company of his board resignation on January 29, 2026, effective that day.
The filing states the resignation was not due to any disagreement with the company on operations, policies or practices.
The 8-K does not name a replacement director or describe board changes beyond this resignation.
Intuit entered a $5.8 billion unsecured short-term revolving credit facility with JPMorgan Chase Bank as administrative agent, maturing March 31, 2026. The company may use borrowings only to fund its early tax refund offering, which provides eligible customers access to federal refunds up to five days before IRS settlement. The company has not borrowed under the facility to date.
Mondelez International said CFO Luca Zaramella will also serve as Chief Operating Officer starting February 1, 2026, overseeing commercial operations in its four geographical regions and the corporate sales, marketing and supply chain functions. The company is searching for a successor for the CFO role and expects to announce one at a later date, so the leadership change is not yet complete for shareholders.
Zaramella, 56, has been CFO since August 2018 and joined the company in 1996.
Zaramella's COO role takes effect February 1, 2026, in addition to his CFO duties.
Approved 2026 pay: base salary of $1,250,000, target annual incentive of 150% of base salary, and long-term incentive target value of $7,225,000.
The company is conducting a search for a CFO successor and expects to announce one at a later date.
Power Integrations amended and restated its bylaws on January 27, 2026, updating stockholder meeting, nomination, and forum procedures. The Talent and Compensation Committee also raised the shares reserved under its inducement award plan by 500,000 to 850,000, adopted without stockholder approval for new hires. The filing describes governance procedures and equity grant capacity, not financial results.
Board amended and restated bylaws effective January 27, 2026, including universal proxy and stockholder nomination rules.
Bylaws now name the Delaware Court of Chancery and federal district courts as exclusive forums for certain proceedings.
Inducement plan shares reserved increased by 500,000 to a total of 850,000 shares of common stock.
Inducement plan awards are limited to individuals not previously employees or directors, adopted under Nasdaq Rule 5635(c)(4).
Robinhood's two broker-dealer subsidiaries, Robinhood Financial LLC and Robinhood Securities, LLC, furnished their Rule 606(a) order routing reports for the fourth quarter of 2025. The reports are unaudited, are made without commentary, and do not present Robinhood's consolidated results. The filing contains no consolidated earnings, revenue, or guidance figures.
Reports cover the fourth quarter of 2025 for Robinhood Financial LLC and Robinhood Securities, LLC, furnished as Exhibits 99.1 and 99.2.
The filing states the reports are unaudited, made without commentary, and should be read with Robinhood's Forms 10-Q and 10-K.
Robinhood Securities, LLC passes 80% of revenue from third-party market centers to Robinhood Financial LLC under a revenue and cost allocation agreement.
The filing lists Item 2.02 Results of Operations but refers to Item 7.01 and reports no financial results.
On January 28, 2026, Cullen/Frost's board elected Marsha M. Shields and Jeffrey M. Rummel as directors and expanded the board from thirteen to fifteen members. Director Chris Avery notified the company on January 27, 2026, that he will retire and not stand for re-election when his term expires at the 2026 annual meeting, scheduled for April 29, 2026. The filing contains no financial figures; the changes concern board composition and independence.
Marsha M. Shields and Jeffrey M. Rummel elected directors on January 28, 2026; board size raised from 13 to 15.
Chris Avery notified the company on January 27, 2026, of his retirement; his term ends at the annual meeting scheduled for April 29, 2026.
Rummel was managing partner of Ernst & Young's San Antonio office from 2020 to June 2025; Shields is CEO and Managing Partner of McCombs Enterprises.
Both new directors were determined to be independent and will serve on the Audit and Risk Committees; Shields has an ownership stake in entities with 2025 banking transactions with the company.
Source Capital said its average discount to net asset value stayed under 10% for 2025, so no tender offer will occur for that year. The board also extended the discount management program through 2027 and approved a contingent tender offer for 2027, which would be triggered only if the average discount exceeds 10%.
No 2025 tender offer, because the average discount to NAV for January 1 to December 31, 2025 was under 10%
Fund traded at a premium in Q4 2025, peaking at 1.20% above NAV on November 28, 2025
Program extended through December 31, 2027; a 2027 tender would cover 10% of outstanding shares at 98% of NAV if the average discount exceeds 10%
As of December 31, 2025, about 21.7% of NAV was in private credit, and about 25.9% of NAV including committed capital
SM Energy completed its all-stock merger with Civitas Resources on January 30, 2026, and the combined company will keep the SM ticker. The company also amended its credit agreement, raising lender commitments and the borrowing base and extending the facility's maturity, and it assumed Civitas's senior notes, which now add to its debt.
Both companies' stockholders approved the merger on January 27, 2026; Beth McDonald became CEO and the board grew to 11 members.
Revolving commitments rose from $2.0 billion to $2.5 billion, the borrowing base rose from $3.0 billion to $5.0 billion, and maturity was extended to January 30, 2031.
The company assumed five series of Civitas senior notes, with coupons from 5.000% to 9.625% and maturities from 2026 to 2033.
The company said it expects $200 million to $300 million in annual synergies and at least $1.0 billion in divestitures over the next year.
Illumina completed its acquisition of SomaLogic and related aptamer-based and functional proteomics assets from Standard BioTools on January 30, 2026, paying $350 million in cash at closing, subject to customary adjustments. The deal adds up to $75 million in potential milestone payments and royalties tied to product and service revenue, and Illumina said it funded the purchase with cash on hand. The filing does not give financial results for the acquired business, which Illumina said it will discuss on its February 5, 2026 earnings call.
Purchase price of $350 million in cash at closing, subject to customary adjustments
Up to $75 million in potential milestone payments to Standard BioTools, plus royalty streams
Transaction completed January 30, 2026; agreement dated June 22, 2025
Illumina will discuss the financial implications on its February 5, 2026 earnings call
Amgen and Kyowa Kirin signed a Termination Agreement on January 30, 2026, to end their License and Collaboration Agreement dated June 1, 2021. The termination takes effect only after regulatory approval is received, and the filing gives no financial terms or reasons.
Termination Agreement dated January 30, 2026 with Kyowa Kirin Co., Ltd.
Ends the License and Collaboration Agreement dated June 1, 2021
Termination is effective upon receipt of regulatory approval
Agreement filed as Exhibit 10.1; portions omitted as not material
On January 23, 2026, Lake Superior Acquisition Corp. entered into a definitive Business Combination Agreement with Openmarkets Group Pty Ltd (OMG), an Australian company, and its seller, BMYG OMG Pty Ltd. The seller would contribute OMG's shares for approximately 30,000,000 Purchaser Shares, with up to 70,000,000 additional shares payable on milestones, which would add substantial new shares for existing holders. Completion depends on Lake Superior shareholder approval, regulatory clearances, and other conditions, and the deal may be terminated if it is not completed by December 31, 2026.
Seller to receive approximately 30,000,000 Purchaser Shares for OMG, each with a deemed value of $10.00, subject to adjustment for net indebtedness, working capital and indemnification.
Up to 70,000,000 additional Purchaser Shares may be issued on milestones: 30,000,000 tied to Australian regulatory approvals and up to 40,000,000 tied to client assets as of December 31, 2028, with performance shares capped at $400,000,000
Closing requires approval by Lake Superior shareholders and governmental and antitrust clearances; either side may terminate if the deal is not completed by December 31, 2026.
Aldabra 4 Liquidity Opportunity Vehicle, a Cayman Islands blank check company, closed its initial public offering on January 23, 2026, selling 30,015,000 units at $10.00 each. The full $300.15 million in net proceeds and private placement funds was placed in a trust account for public shareholders, and the company filed an audited balance sheet as of that date. The filing does not name a target business, and the company has until January 23, 2028 to complete a business combination.
30,015,000 units sold at $10.00 each, including 3,915,000 from the full exercise of the over-allotment option, for gross proceeds of $300,150,000
Private placement of 4,866,666 warrants at $1.50 each to the sponsor and underwriters, for gross proceeds of $7,300,000
Trust account holds $300,150,000, including $12,789,000 in deferred underwriting commissions; Continental Stock Transfer & Trust Company is trustee
Company has until January 23, 2028 to complete a business combination; cash outside the trust was $1,813,190 as of January 23, 2026
GXO Logistics said its Chief Accounting Officer, Paul Blanchett, resigned to pursue a new professional opportunity outside the logistics industry, with his last working day on April 24, 2026. The Board appointed Laura Bracken, the company's Vice President Controller, Americas and Asia Pacific, as Interim Chief Accounting Officer effective April 1, 2026, and the filing describes her pay under an offer letter.
Paul Blanchett notified the company on January 23, 2026 of his resignation as Chief Accounting Officer; the filing states there were no disagreements with the company.
Laura Bracken, 52, a Certified Public Accountant, will serve as Interim Chief Accounting Officer effective April 1, 2026, while remaining Vice President Controller.
Bracken's annual base salary remains $300,900, with a $6,000 monthly responsibility allowance from February 1, 2026.
Bracken is eligible for a restricted stock unit grant with a grant date value of $150,000 on August 1, 2026, subject to a successful transition, vesting in three equal annual increments.
Donaldson said COO Richard Lewis will become president and chief executive officer on March 2, 2026, and join the Board of Directors on the same date. Tod Carpenter, who gave notice of retirement on January 28, 2026, will remain as Executive Chairman, which the company says is to facilitate a smooth transition. The change is a planned leadership succession, and the filing gives no change to financial results or guidance.
Richard Lewis, 54, joined Donaldson in 2002 and has served as COO since August 1, 2025
Carpenter's retirement as CEO takes effect at the end of the day on March 1, 2026, and his base salary falls to $880,000 as Executive Chairman
Lewis's base salary rises to $1,088,000 with a cash incentive target of 110% of base salary for the rest of fiscal 2026
Lewis receives incremental equity awards with an aggregate grant date fair value of $942,500
Ovintiv Inc. said it appointed Gregory P. Hill as an independent director, effective January 30, 2026, and the Board fixed its size at twelve directors. Hill, 64, retired in 2025 as President, Worldwide Exploration & Production and Executive Vice President of Hess Corporation, a role that gives the board added energy industry operating experience.
Gregory P. Hill appointed to the Board effective January 30, 2026; Board size fixed at twelve directors
Hill retired in 2025 as President, Worldwide Exploration & Production and Executive Vice President of Hess Corporation
Hill will receive non-employee director compensation substantially in line with practices described in the March 20, 2025 proxy statement and will sign a customary indemnification agreement
Houlihan Lokey director Robert A. Schriesheim informed the company on January 24, 2026 that he does not intend to stand for reelection when his term expires at the 2027 Annual Meeting of Shareholders. He has served on the board since July 2015. The filing discloses no financial results, replacement director, or other changes.
Director Robert A. Schriesheim notified the company on January 24, 2026.
He has served as a director since July 2015.
He does not intend to stand for reelection at the 2027 Annual Meeting of Shareholders.
The filing was signed by CFO J. Lindsey Alley on January 29, 2026.
Crane Company's board named Alejandro (Alex) Alcala, currently Executive Vice President and Chief Operating Officer, as President and Chief Executive Officer, effective April 27, 2026. Current CEO Max Mitchell will remain on the board as Executive Chairman. The filing also sets new 2026 pay terms for both executives, which shareholders can review as part of the leadership transition.
Alex Alcala becomes President and CEO effective April 27, 2026; his 2026 base salary rises to $950,000 and target cash incentive to 110% of salary.
Max Mitchell continues as Executive Chairman; his 2026 base salary falls to $900,000, with target cash incentive at 110% of salary.
On January 26, 2026, Alcala received 2026 long-term incentive awards of $4.15 million and Mitchell received $3.25 million.
Long-term awards are 55% performance-based restricted share units tied to relative total shareholder return over three years, 25% stock options and 20% time-based restricted share units, vesting over four years for options and RSUs.
FG Imperii Acquisition Corp., a Cayman Islands blank-check company, closed the underwriters' partial exercise of their over-allotment option on January 23, 2026, selling 2,750,000 additional units for $27.5 million in gross proceeds. The filing adds a pro forma balance sheet showing the $227.5 million held in the trust account after the over-allotment, which is the pool of funds set aside for the company's eventual business combination.
2,750,000 over-allotment units sold at $10.00 per unit, generating $27.5 million in gross proceeds; the closing occurred January 23, 2026.
Trust account pro forma balance is $227.5 million, up from $200 million after the January 20, 2026 IPO of 20,000,000 units.
Underwriting discount of $137,500 was paid on the over-allotment, and the sponsor forfeited 62,500 founder shares.
Unaudited pro forma balance sheet as of January 23, 2026 is filed as Exhibit 99.1.
Gartner's board appointed Professor Daniela Rus, an MIT computer science and AI researcher, and Edward Bousa, a former Wellington Management investment team leader, as directors effective January 29, 2026. The board now has 13 directors, 12 of them independent. The change adds board seats and committee assignments but does not involve a financial result or a change in company leadership.
Daniela Rus and Edward Bousa were appointed to the Board effective January 29, 2026.
The Board expands to 13 directors, 12 of whom are independent.
Professor Rus joins the Governance Committee; Mr. Bousa joins the Audit Committee.
Both directors receive the same non-employee director compensation, prorated from their appointment date.
Palo Alto Networks completed its previously announced merger with Chronosphere, Inc. on January 29, 2026, and Chronosphere is now a wholly owned subsidiary. The filing does not disclose the purchase price or financial terms, so shareholders cannot assess the deal's size or financial effect from this document alone.
Closing date: January 29, 2026; Merger Sub merged into Chronosphere, which continues as the surviving corporation.
Chronosphere becomes a wholly owned subsidiary of Palo Alto Networks.
Martin Mao, Chronosphere co-founder and CEO, is joining Palo Alto Networks as SVP, GM Observability.
The Chronosphere Telemetry Pipeline remains available as a standalone product, according to the press release.
Omnicom Group's shareholders approved the Omnicom 2026 Incentive Award Plan at a special meeting held on January 28, 2026. The filing does not describe the plan's terms; those are set out in the full plan, filed as Exhibit 10.1, and in the proxy statement filed December 22, 2025.
The Omnicom 2026 Incentive Award Plan was approved at a special meeting of shareholders held January 28, 2026.
Votes for were 257,022,432, votes against were 8,600,690, and abstentions were 223,223.
The full plan is filed as Exhibit 10.1; the proxy statement filed December 22, 2025 describes it under Proposal 1.
Universal Corporation withdrew its employment offer to Anubhav Mittal, who the Board had elected as Senior Vice President and Chief Financial Officer effective February 17, 2026. Johan C. Kroner will continue as CFO until a successor is elected, and the company expects to name one in the near term.
Board elected Anubhav Mittal as SVP and CFO on January 20, 2026, effective February 17, 2026
Company withdrew its employment offer to Mr. Mittal on January 28, 2026
Johan C. Kroner remains SVP and CFO until a successor is elected
Company anticipates electing a successor in the near term based on its recent executive search
Unitil signed Amendment No. 1 to its Purchase and Sale Agreement with Aquarion Water Authority and South Central Connecticut Regional Water Authority on January 23, 2026. The amendment moves the agreement's termination date from January 23, 2026 to February 23, 2026, and the filing says the rest of the agreement is unchanged. The filing does not state the purchase price, so shareholders can only see that the deadline for the pending acquisition has been extended by one month.
Amendment dated January 23, 2026 replaces January 23, 2026 with February 23, 2026 as the Termination Date in Section 8.1(d).
Original Purchase Agreement dated May 6, 2025 covers all issued and outstanding shares of Aquarion Water Company of Massachusetts, Aquarion Water Company of New Hampshire and Abenaki Water Co., Inc.
Except for the termination date change, the Purchase Agreement remains unchanged, according to the filing.
Super Micro Computer entered into Amendment No. 1 on January 26, 2026, to its Credit Agreement dated December 29, 2025, with JPMorgan Chase Bank, N.A. as administrative agent. The amendment lowers the initial Applicable Margin on loans from Pricing Level III to Pricing Level I and corrects fiscal year-end references from December 31 to June 30. The filing does not state loan amounts, so the financial effect on shareholders is not quantified.
Amendment dated January 26, 2026, to the Credit Agreement dated December 29, 2025
Initial Applicable Margin lowered from Pricing Level III (1.75% Term Benchmark, 0.75% Base Rate) to Pricing Level I (1.25% Term Benchmark, 0.25% Base Rate)
Fiscal year-end references corrected from December 31 to June 30
JPMorgan Chase Bank, N.A. is administrative and collateral agent; amendment filed as Exhibit 10.1
First Financial Bankshares and First Financial Bank said David Bailey will become President and Chief Executive Officer of both entities effective February 1, 2026, succeeding F. Scott Dueser, who will step down as CEO and remain Executive Chairman through the 2028 annual meeting. The change is a planned CEO succession, and the filing does not discuss financial results or the expected effect on the company's performance.
Bailey, age 42, has been President since January 2025 and became CEO effective February 1, 2026.
Dueser steps down as CEO on February 1, 2026, and remains employed as Executive Chairman in an advisory role reporting to the board through the 2028 annual meeting.
Dueser's transition agreement sets annualized base salary of $1,105,000 for 2026, $772,500 for 2027 and $400,000 for 2028, with a 2026 equity award targeted at $900,000.
The company terminated Dueser's August 1, 2022 Executive Recognition Agreement effective January 27, 2026.
American Tower appointed Paul Blanchett as Senior Vice President and Chief Accounting Officer, effective April 27, 2026, succeeding Robert J. Meyer, who will assist with the transition before retiring before the end of 2026. The appointment is an administrative leadership change in the finance function, and the filing describes his pay package, which includes a $450,000 base salary and new equity awards.
Paul Blanchett, 42, was appointed on January 26, 2026, effective April 27, 2026.
He previously served as Chief Accounting Officer of GXO Logistics, Inc. since 2021.
Base salary is $450,000 per year, with an annual cash bonus of up to 90% of base salary.
Planned equity awards include $500,000 in initial RSUs and a $2,125,000 make-whole award.
Sezzle Inc. said its Board appointed Senior Vice President of Corporate Development and Investor Relations Lee Brading as Chief Financial Officer, effective February 1, 2026. CFO Karen Hartje steps down from the role on January 31, 2026, and will serve as a consultant under a consulting agreement dated November 1, 2025. The filing discloses no financial results, but the change in the company's principal financial officer is a significant leadership transition for shareholders.
Lee Brading, age 58, joined Sezzle in April 2020 and most recently served as SVP of Corporate Development and Investor Relations.
Brading's employment agreement sets a $450,000 annual base salary and equity compensation with a target value of $2,000,000 in restricted stock units vesting over four years.
Brading's target bonus is 50% of base salary under the profit-sharing incentive plan, prorated for 2026.
Hartje's CFO role ends January 31, 2026, after nearly eight years as CFO, per the press release.
On January 27, 2026, U.S. Bancorp's board adopted the U.S. Bank Executive Change in Control Severance Plan, covering executive officers and certain other officers, including its named executive officers. The plan provides lump-sum severance if a participant is involuntarily terminated without Cause or resigns for Good Reason within 24 months after a Change in Control. The filing does not give a dollar cost for the plan.
Adopted by the board on January 27, 2026, on the recommendation of the Compensation and Human Resources Committee
Severance equals two times annual base salary plus two times target annual incentive, a pro-rata target incentive, and six months of employer health plan cost
Benefits require a release of claims, confidentiality and non-solicitation agreements, and a non-compete where permitted by law
Schwab appointed Dennis Howard, its Chief Information Officer since 2022, as Managing Director, Chief Technology, Operations and Data Officer, effective immediately. The same January 29, 2026 announcement disclosed several other leadership changes, including the retirements of Charles Schwab Bank CEO Paul Woolway and General Auditor Mitch Mantua on July 1, 2026, which shareholders may view as part of a broader succession plan.
Dennis Howard, age 57, appointed Managing Director, Chief Technology, Operations and Data Officer effective January 29, 2026; he had been CIO since 2022 and his role now adds operations.
Paul Woolway, CEO of Charles Schwab Bank, retires July 1, 2026; Tyler Woulfe succeeds him as President and CEO of the bank.
Mitch Mantua, General Auditor, retires July 1, 2026; Jessica Bramhall becomes General Auditor on the same date.
Neesha Hathi will lead a newly created Wealth Advisory and Banking Services organization, including Charles Schwab Bank, effective July 1, 2026.
Labcorp amended its receivables purchase agreement on January 28, 2026, extending the scheduled termination date to January 26, 2029. The amendment adds a committed $125 million accordion that lets the subsidiary raise the facility limit from $700 million to up to $825 million on or before May 29, 2026. The filing describes this as a financing update rather than a change in operating results.
Scheduled termination date extended to January 26, 2029
Committed $125 million accordion lets facility limit rise from $700 million to up to $825 million by May 29, 2026
Removed the 0.10% SOFR adjustment previously added to capital accruing yield
Labcorp Receivables assets are not available to pay Labcorp's other creditors
Gentherm entered definitive agreements on January 29, 2026, to combine with Modine's Performance Technologies business through a Reverse Morris Trust transaction. After the spin-off and merger, Gentherm's existing shareholders would own about 60.0% of the combined company and former SpinCo shareholders about 40.0%, on a fully diluted basis. The deal requires Gentherm shareholder approval and other conditions, so shareholders will have to weigh the terms once the filing is complete.
Modine will spin off its Performance Technologies business as SpinCo, which will then merge with a Gentherm subsidiary.
Gentherm shareholders would own about 60.0% and former SpinCo shareholders about 40.0% of Gentherm common stock, on a fully diluted basis.
SpinCo will pay Modine $210 million in cash before the distribution, subject to adjustment.
Closing requires Gentherm shareholder approval and a 364-day bridge loan facility is expected to be replaced with permanent financing.
Old National Bancorp completed the issuance and sale of $450 million in subordinated notes due 2036 on January 29, 2026, with net proceeds of approximately $446.6 million before offering expenses. The company said it intends to use the proceeds for general corporate purposes. The notes add long-term debt to the company's balance sheet, and they rank junior to the company's senior indebtedness.
Principal amount: $450 million of 5.768% Fixed-to-Floating Rate Subordinated Notes due February 15, 2036
Net proceeds of approximately $446.6 million after a 0.75% underwriting discount, before offering expenses
Fixed rate applies until February 15, 2031; floating rate then at Three-Month Term SOFR plus 220 basis points
Notes are not guaranteed by subsidiaries and are structurally subordinated to liabilities of Old National Bank
StandardAero completed a secondary offering of 57,500,000 shares by Carlyle-affiliated and GIC-affiliated selling stockholders at $31.00 per share, and the company did not receive any proceeds from it. Alongside the offering, the company repurchased 1,637,465 shares from the GIC-affiliated holder at $30.535 per share, and those shares are no longer outstanding, which reduces the share count.
Offering of 57,500,000 shares at $31.00 per share completed January 29, 2026, including 7,500,000 shares from the underwriters' option
Company received no proceeds from the selling stockholders' sale of shares
Company repurchased 1,637,465 shares at $30.535 per share, the offering price less underwriting discounts, under its December 2025 repurchase program
Underwriting agreement dated January 27, 2026, with Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC as representatives
TGE Value Creative Solutions Corp announced that holders of its units may separate the Class A ordinary shares and warrants included in the units, with the separated securities trading on the NYSE from February 6, 2026. The change is administrative and does not alter the company's financial results, share count, or the terms of the securities as described in the filing.
Separated Class A ordinary shares will trade on the NYSE as "BEBE" and warrants as "BEBE WS" from February 6, 2026.
Units not separated will continue to trade on the NYSE as "BEBE U."
Holders must have their brokers contact Continental Stock Transfer & Trust Company to separate units; no fractional warrants will be issued, and only whole warrants will trade.
Buckle's Compensation Committee approved the fiscal 2026 executive compensation program on January 28, 2026, keeping elements consistent with fiscal 2025. Executive Vice President of Stores Kari G. Smith and Senior Vice President of Sales Michelle M. Hoffman, who are retiring effective February 13, 2026, were excluded from the program. The filing ties much of executive pay to pre-bonus net income and operating margin targets, which affects shareholder dilution and incentives.
Chief Executive Officer Dennis H. Nelson's fiscal 2026 base salary is $1,340,000; CFO Thomas B. Heacock's is $665,000.
Nelson's share of the bonus pool is 37 points, approximately 37% of allocated points; the pool base is 2.5% of fiscal 2026 pre-bonus net income.
Non-Vested Stock grants effective February 1, 2026 total 120,000 shares for Nelson, 18,400 for Heacock and 18,400 for Brett P. Milkie.
Smith and Hoffman are retiring effective February 13, 2026, as announced January 23, 2026.
TrustCo Bank Corp NY disclosed that Executive Vice President and Chief Operating Officer Robert M. Leonard notified the company on January 27, 2026 that he intends to retire from all positions with the company and its subsidiaries, including Trustco Bank, effective December 31, 2026. The filing does not name a successor or describe any compensation arrangements, so the effect on shareholders is not stated.
Robert M. Leonard, EVP and Chief Operating Officer, gave notice of retirement on January 27, 2026
Retirement is effective December 31, 2026, giving the company about eleven months of notice
The filing does not name a successor or describe any new compensation arrangements
At its January 26, 2026 annual meeting, Scotts Miracle-Gro shareholders approved an amendment and restatement of the Long-Term Incentive Plan that adds 2,750,000 common shares available for grants to participants. Shareholders also elected four directors to terms expiring in 2029 and approved executive compensation on an advisory basis. The larger share pool allows more equity awards, which can dilute existing shareholders.
Plan amendment adds 2,750,000 common shares for grants; the plan vote was 30,015,373 for and 17,031,657 against, with 256,479 abstentions.
Shareholders elected James Hagedorn, Edith Avilés, Roberto Candelino and Mark D. Kingdon as directors, with terms expiring at the 2029 annual meeting.
Advisory vote on named executive officer compensation was approved: 39,606,777 for and 7,422,471 against.
Beginning January 30, 2026, the company will use new award agreement forms for employee and non-employee director equity grants.
Kadant Inc. has agreed to buy voestalpine BÖHLER Profil, an Austrian maker of tailor-made special profiles and industrial knives, for approximately 157.0 million Euros in cash, subject to customary adjustments. The deal is expected to close in the first quarter of 2026, pending certain Austrian regulatory approvals, and will be financed primarily through borrowings under Kadant's revolving credit facility, according to the press release. The target reported revenue of 51.5 million Euros for the fiscal year ended March 31, 2025.
Purchase price is approximately 157.0 million Euros in cash, subject to customary adjustments
Expected closing in the first quarter of 2026; no financing condition in the agreement
Target had about 150 employees and revenue of 51.5 million Euros for the fiscal year ended March 31, 2025
Conference call and webcast on February 3, 2026 at 11:00 a.m. Eastern Time
Sirius XM Holdings said Eve Konstan, formerly general counsel at Spotify, will become executive vice president, chief legal officer and secretary effective February 9, 2026, succeeding Richard Baer, who is retiring. Baer stays in his role until February 8, 2026, then works part-time through March 6, 2026, and no severance is payable to him. The filing discloses Konstan's three-year employment agreement with equity grants totaling $5 million, which gives shareholders visibility into the cost of the new legal leadership.
Eve Konstan's employment agreement runs February 9, 2026 to February 8, 2029, with $1,000,000 base salary and 150% target bonus
Richard Baer retires; he continues as an employee part-time through March 6, 2026, with no severance payable
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