AI filing briefs · archive

8-K filings in February 2026, explained

1,673 material Form 8-K filings that 1,260 companies we cover made with the SEC in February 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).

Clear

10 of 1,673 briefs match

newest first · times in ET
RFAMRF Acquisition Corp III Feb 23, 7:29 PM ET

RF Acquisition Corp III closes $100 million IPO of 10 million units

Neutral financing Written later 3.028.01

RF Acquisition Corp III completed its initial public offering of 10,000,000 units at $10.00 per unit on February 17, 2026, generating gross proceeds of $100,000,000. The company has not commenced operations and will not generate operating revenue until it completes a business combination, so shareholder value depends on that future deal.

  • IPO of 10,000,000 units at $10.00 per unit on February 17, 2026, for gross proceeds of $100,000,000
  • Private placement of 350,000 units at $10.00 per unit for $3,500,000 to sponsor Alfa 30 Limited and its designees, and EarlyBirdCapital, Inc.
  • $100,000,000 placed in the trust account on February 17, 2026
  • On February 19, 2026, underwriters did not exercise the over-allotment option; sponsor will forfeit 500,000 ordinary shares
Read the filing on SEC.gov ↗
OGSONE Gas, Inc. Feb 23, 6:31 PM ET

ONE Gas sets up up to $225 million equity distribution program with forward sales

Neutral financing Written later 1.01

ONE Gas, Inc. entered into an equity distribution agreement allowing it to sell up to $225 million of common stock through a group of banks, including forward sale agreements, under an S-3 shelf registration filed February 23, 2026. The company has no obligation to sell any shares and pays a 2% commission on shares sold, so the deal would dilute existing holders only if and when shares are issued.

  • Aggregate offering price of up to $225,000,000 of common stock, including shares sold under forward sale agreements
  • Each sales agent receives a commission of 2% of gross offering proceeds on shares it sells
  • No proceeds initially received from forward sales; proceeds expected upon future physical settlement
  • Shares issued under automatic shelf registration on Form S-3 filed February 23, 2026 (Registration No. 333-293655)
Read the filing on SEC.gov ↗
VZVERIZON COMMUNICATIONS INC Feb 23, 5:19 PM ET

Verizon closes €2.25 billion and £600 million junior subordinated note sales

Neutral financing Written later 8.01

Verizon closed the sale of €2.25 billion of 4.2462% junior subordinated notes due 2056 and £600 million of 5.7427% junior subordinated notes due 2056 on February 23, 2026. The notes were sold under an effective Form S-3 shelf registration, and the filing adds the note forms as exhibits to that registration. The filing does not state how the proceeds will be used.

  • Euro notes: €2,250,000,000 aggregate principal at 4.2462%, due 2056
  • Sterling notes: £600,000,000 aggregate principal at 5.7427%, due 2056
  • Sold under shelf registration statement on Form S-3 (Reg. No. 333-289928), effective August 29, 2025
Read the filing on SEC.gov ↗
KDPKeurig Dr Pepper Inc. Feb 23, 5:17 PM ET

Keurig Dr Pepper upsizes preferred stock sale to $4.5 billion for JDE Peet's deal

Neutral financing Written later 1.013.027.018.01

Keurig Dr Pepper signed agreements to raise its convertible preferred investment to $4.5 billion from $3 billion, and to form a pod manufacturing joint venture with a $4.0 billion investor commitment, both tied to its planned JDE Peet's acquisition. The company said it will no longer consider a partial IPO of Beverage Co., and that the JDE Peet's deal is expected to close in early April 2026. The filing contains no revenue, profit or guidance results for the period.

  • Convertible preferred investment increased by 1,500,000 shares, or $1.5 billion, to $4.5 billion, at $1,000 per share with an initial conversion price of $37.25 per share
  • $4.0 billion investment into the Pod Manufacturing JV for a 49% interest, with KDP retaining 51%
  • Expected close of the JDE Peet's acquisition in early April 2026; transaction closing deadline for the JV is March 3, 2027
  • Company plans to finance the acquisition with approximately $9 billion of long-term debt, $8.5 billion of equity and about $5 billion of assumed JDE Peet's bonds
Read the filing on SEC.gov ↗

HASI Prices $600 Million 7.125% Junior Notes and $400 Million 6.000% Senior Notes

Neutral financing Written later 1.01

HA Sustainable Infrastructure Capital agreed to sell $600 million of 7.125% green junior subordinated notes due 2056 at par on February 18, 2026, and $400 million of 6.000% green senior unsecured notes due 2036 at 99.810% of principal on February 19, 2026. Proceeds may temporarily repay revolver or commercial paper borrowings, or redeem the 8.00% senior notes due 2027, and fund eligible green projects.

  • Junior subordinated notes: $600 million, 7.125%, due 2056, sold at 100% of principal; closing expected February 27, 2026
  • Senior unsecured notes: $400 million, 6.000%, due 2036, sold at 99.810% of principal; closing expected March 2, 2026
  • Proceeds may repay revolving credit facility or commercial paper borrowings, or redeem all or part of the 8.00% Senior Notes due 2027
  • Both offerings are guaranteed by affiliated Hannon Armstrong entities; the junior notes are guaranteed on a subordinated basis
Read the filing on SEC.gov ↗

TCW Strategic Income Fund launches rights offering for up to 15,928,480 shares

Neutral financing Written later 1.018.01

TCW Strategic Income Fund commenced a rights offering on February 19, 2026, letting record-date stockholders subscribe for up to 15,928,480 new common shares. The filing lists an estimated subscription price of $4.52 per share and says the final price will be set as described in the prospectus, so shareholders should review those terms before the offer expires.

  • Up to 15,928,480 shares of common stock are offered; record date was February 19, 2026.
  • Each share owned on the record date receives one right; three rights buy one new share.
  • Estimated subscription price is $4.52 per share; the final price is determined per the prospectus.
  • Rights expire at 5:00 p.m. Eastern Time on March 18, 2026, unless extended; UBS Securities LLC is dealer manager.
Read the filing on SEC.gov ↗
OLBOLB GROUP, INC. Feb 23, 5:00 PM ET

OLB Group prices $3.0 million private placement with warrants at $1.05 per unit

Negative financing Written later 1.013.027.01

OLB Group agreed on February 18, 2026 to sell pre-funded warrants and common warrants to an institutional investor in a private placement that closed February 19, 2026, with gross proceeds of approximately $3.0 million before fees and expenses. The deal also reduces the exercise price of certain existing warrants to $0.92 and extends their term by three years, and the new securities could add shares that dilute existing shareholders.

  • Investor bought pre-funded warrants for up to 2,857,142 shares and warrants for up to 3,571,428 shares at a combined $1.05 per unit
  • New warrants have a $0.92 exercise price and a five-year term from the effectiveness of the resale registration statement
  • Existing warrants issued August 23, 2021 and November 8, 2021 were repriced to $0.92 and extended to February 19, 2029
  • D. Boral Capital LLC received a 6.0% cash fee on gross proceeds plus $50,000 in expenses; the company must file a resale registration statement within 15 days after its Form 10-K
Read the filing on SEC.gov ↗

Willow Lane Acquisition Corp. II closes $143.75 million IPO, funds placed in trust

Neutral financing Written later 8.01

Willow Lane Acquisition Corp. II, a blank-check company (SPAC), closed its initial public offering on February 17, 2026, selling 14,375,000 units at $10.00 each for gross proceeds of $143.75 million, including the full exercise of the underwriters' over-allotment option. The full $143.75 million was placed in a U.S.-based trust account, and the company states it has not yet selected a business combination target.

  • IPO closed February 17, 2026: 14,375,000 units at $10.00 per unit, including 1,875,000 over-allotment units, for gross proceeds of $143.75 million.
  • Simultaneous private placement of 514,055 units at $10.00 each, for $5,140,550, sold to the sponsor (370,305 units) and BTIG, LLC (143,750 units).
  • $143.75 million held in trust with Continental Stock Transfer & Trust Company as trustee; the company has 24 months from the IPO closing to complete a business combination.
Read the filing on SEC.gov ↗
HACQHCM IV Acquisition Corp. Feb 23, 4:50 PM ET

HCM IV Acquisition Corp. closes $287.5 million IPO of 28.75 million units

Neutral financing Written later 8.01

HCM IV Acquisition Corp., a blank check company that has not yet selected a business combination target, completed its initial public offering on February 13, 2026, raising $287.5 million, with $287.5 million placed in a trust account. The auditor's report includes a going concern warning, stating the company does not have sufficient cash and working capital to sustain its operations, which matters to shareholders because the company's ability to complete a deal is uncertain.

  • IPO closed February 13, 2026: 28,750,000 units at $10.00 per unit, including 3,750,000 units from the full over-allotment option
  • $287,500,000 from the IPO, including $13,687,500 of deferred underwriting discount, placed in a U.S.-based trust account with Continental Stock Transfer & Trust Company as trustee
  • Private placement of 4,666,667 warrants at $1.50 each generated $7,000,000 in gross proceeds, bought by the sponsor and Cantor Fitzgerald & Co.
  • Auditor WithumSmith+Brown reports substantial doubt about going concern; the company had no cash and $1,246,877 of working capital outside the trust as of February 13, 2026
Read the filing on SEC.gov ↗

Invest Green Acquisition issues $3.5 million unsecured note to its sponsor

Neutral financing Written later 1.012.03

Invest Green Acquisition Corp, a special purpose acquisition company, issued a $3.5 million unsecured promissory note to its sponsor, IG SPAC Sponsor LLC, on February 17, 2026, effective as of December 1, 2025. The note bears no interest and is payable only when the company completes a business combination, and the sponsor may convert the outstanding amount into units at $5.00 per unit.

  • Principal amount: $3,500,000 unsecured promissory note issued to IG SPAC Sponsor LLC
  • Note is effective as of December 1, 2025 and bears no interest
  • Principal is payable on the date the company completes a business combination
  • Sponsor may convert amounts outstanding into units at $5.00 per unit on or before maturity
Read the filing on SEC.gov ↗

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.