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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).

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EVREvercore Inc. Feb 4, 5:00 PM ET

Evercore names Christine Varney to board, effective March 1, 2026

Neutral leadership Written later 5.02

Evercore Inc. appointed Christine Varney as a director, effective March 1, 2026, with a term running to the 2026 annual meeting. She also joins the Audit and Nominating and Corporate Governance committees, and the board size rises from ten to eleven. The filing describes a one-time $50,000 RSU grant and her background as a former Assistant Attorney General and FTC Commissioner.

  • Board appointment effective March 1, 2026, for a term expiring at the 2026 annual meeting
  • Appointed to the Audit Committee and Nominating and Corporate Governance Committee
  • One-time RSU award valued at $50,000, vesting on the second anniversary of grant
  • Board size increased from ten to eleven directors effective March 1, 2026
Read the filing on SEC.gov ↗

American Healthcare REIT CEO Danny Prosky takes medical leave; Jeffrey Hanson named interim CEO

Neutral leadership Written later 5.027.01

American Healthcare REIT (NYSE: AHR) said its CEO and President, Danny Prosky, is on medical leave effective February 3, 2026, following a recent medical event. The board appointed Chairman Jeffrey T. Hanson, who was CEO from 2015 to 2021, as interim CEO and President effective the same date. The filing does not address financial results or guidance, but the leadership change is significant for shareholders during the interim period.

  • Danny Prosky, CEO, President and director, began a medical leave of absence effective February 3, 2026
  • Jeffrey T. Hanson, Chairman of the Board and CEO from 2015 to 2021, is Interim CEO and President effective February 3, 2026
  • The company said its senior leadership team is long-tenured and will work with Hanson to ensure continuity of operations
  • The press release was issued February 4, 2026 (Exhibit 99.1)
Read the filing on SEC.gov ↗
ABGASBURY AUTOMOTIVE GROUP INC Feb 4, 4:32 PM ET

Asbury Automotive Group adds director DiSantis, Maritz not seeking re-election

Neutral leadership Written later 5.025.03

Asbury Automotive Group appointed Christopher DiSantis to its board effective March 1, 2026, and Philip Maritz, a director since April 2002, will not stand for re-election at the 2026 Annual Meeting. The board also lowered the threshold for stockholders to call a special meeting from 50% to 25% of outstanding voting shares, which gives shareholders more ability to request one.

  • Christopher DiSantis joins the board effective March 1, 2026, and the board has seated him on the Audit Committee and the Compensation & Human Resources Committee.
  • The board will have eleven directors, ten of whom are independent.
  • Philip Maritz, on the board since April 2002, will not stand for re-election at the 2026 Annual Meeting of Stockholders.
  • Bylaw amendments effective January 29, 2026 lower the special meeting request threshold from 50% to 25% of outstanding voting shares.
Read the filing on SEC.gov ↗
MIDDMIDDLEBY Corp Feb 4, 4:30 PM ET

Middleby Appoints Christopher Hix, Former Enovis CFO, to Board of Directors

Neutral leadership Written later 5.02

Middleby's board appointed Christopher Hix as a director effective February 1, 2026, and named him to the Audit Committee. The board grows to eleven members, and the filing discloses no financial results or guidance changes.

  • Christopher Hix appointed to the Board effective February 1, 2026, and to the Audit Committee
  • Most recently Executive Vice President and Chief Financial Officer of Enovis Corporation
  • Hix also serves on the Brady Corporation board as Audit Committee Chairman
  • Board expands to eleven members; Hix receives standard nonemployee director compensation
Read the filing on SEC.gov ↗
CDPCOPT DEFENSE PROPERTIES Feb 4, 4:21 PM ET

COPT Defense Properties sets five-year severance plan terms for CEO, COO and CFO

Neutral leadership Written later 5.02

COPT Defense Properties and its operating partnership entered into letter agreements on January 30, 2026 with CEO Stephen E. Budorick, COO Britt A. Snider and CFO Anthony Mifsud. The agreements set their participation in the company's Second Amended & Restated Executive Change in Control and Severance Plan for five-year periods and replace earlier letter agreements. The filing sets out the severance multiples and benefit periods that apply if these executives are terminated without cause or are constructively discharged.

  • Letter agreements dated January 30, 2026 supersede earlier agreements dated June 22, 2021, December 1, 2023 and November 1, 2021
  • Five-year participation periods for Budorick, Snider and Mifsud, after which they cease to participate unless otherwise agreed
  • Budorick's severance multiple is 2.00, or 2.99 if terminated within six months before to 24 months after a change in control; Snider's and Mifsud's is 1.00, or 2.99 under the same change-in-control window
  • Continuation coverage is two years for Budorick and one year for Snider and Mifsud
Read the filing on SEC.gov ↗
TMDXTransMedics Group, Inc. Feb 4, 4:15 PM ET

TransMedics names Giovanni Cecere chief commercial officer, Matthew Forsyth general counsel

Neutral leadership Written later 5.02

TransMedics appointed Giovanni Cecere as Chief Commercial Officer effective February 2, 2026, succeeding Tamer Khayal, who moves to Senior Vice President of International. The company also named Matthew Forsyth General Counsel effective March 9, 2026 or his later employment start date, succeeding Anil Ranganath, who will stay with the company through June 7, 2026 and then serve as a consultant until September 7, 2026. The filing lists severance-related payments to Ranganath, so these are senior executive changes shareholders may want to track.

  • Giovanni Cecere named Chief Commercial Officer effective February 2, 2026, succeeding Tamer Khayal, who had held the role since January 2018
  • Matthew Forsyth appointed Senior Vice President, General Counsel & Corporate Secretary, effective March 9, 2026 or his employment start date if later
  • Anil Ranganath moves to a non-executive role, remains employed until June 7, 2026, then serves as a consultant until September 7, 2026 at an annualized fee of $10,000
  • Ranganath's retention agreement payments include 0.75 times his highest base salary and bonus over the prior three years, up to nine months of COBRA premiums, and a pro-rated 2026 bonus
Read the filing on SEC.gov ↗

Kinsale Capital director Frederick L. Russell Jr. will not seek re-election in 2026

Neutral leadership Written later 5.02

Kinsale Capital Group said director Frederick L. Russell, Jr. informed the company on January 30, 2026, that he will not stand for re-election to the Board when his term expires at the 2026 Annual Meeting of Stockholders. The company said his decision did not involve any disagreement on operations, policies or practices, and the Board expects to shrink from 10 to 9 directors effective on the date of that meeting.

  • Frederick L. Russell, Jr. informed the company on January 30, 2026 that he will not seek re-election
  • Departure takes effect at the 2026 Annual Meeting of Stockholders when his current term expires
  • The Board anticipates reducing its size from 10 to 9 directors effective on the date of the 2026 Annual Meeting
  • Company states the decision did not involve any disagreement with the company
Read the filing on SEC.gov ↗
WAFDWAFD INC Feb 4, 2:15 PM ET

WaFd shareholders re-elect four directors; director Steven Singh to resign in May

Neutral leadership Written later 5.025.07

At its February 3, 2026 annual meeting, WaFd shareholders elected four directors to three-year terms and approved the advisory vote on executive compensation and the ratification of Deloitte & Touche, LLP as auditor for fiscal 2026. Director Steven Singh also notified the company that he will resign from the board effective May 13, 2026, for personal reasons, and director David Grant retired after the meeting, with Bradley Shuster named Audit Committee chair.

  • Four directors elected for three-year terms, with Stephen M. Graham receiving 56,759,261 votes for and Randall H. Talbot receiving 49,773,954 votes for
  • Executive compensation advisory vote passed with 56,263,771 votes for and 2,300,778 against
  • Director Steven Singh resigns from the board effective May 13, 2026; he had served since 2018 and sat on the Technology Committee
  • Bradley Shuster succeeds David Grant as Audit Committee chair
Read the filing on SEC.gov ↗
PIPRPIPER SANDLER COMPANIES Feb 4, 9:27 AM ET

Piper Sandler adds Stuart M. Essig to board, expanding it to ten directors

Neutral leadership Written later 5.027.01

Piper Sandler Companies elected Stuart M. Essig as a director effective February 4, 2026, increasing the board from nine to ten members. He was also appointed to the Audit Committee, and the filing describes his prior roles as chief executive and chairman of Integra LifeSciences Corporation.

  • Essig's initial term expires at the 2026 annual shareholder meeting.
  • Essig joins the Audit Committee of the Board.
  • Under the 2026 non-employee director program, he receives a pro-rated $100,000 annual cash retainer, a $60,000 initial equity grant, and a $150,000 annual equity grant after the 2026 annual meeting.
  • The filing states Essig has no related person transactions with the Company.
Read the filing on SEC.gov ↗
NRGNRG ENERGY, INC. Feb 4, 9:10 AM ET

NRG Energy appoints Sanjay Kapoor as independent director and Audit Committee member

Neutral leadership Written later 5.027.01

NRG Energy's Board appointed Sanjay Kapoor, a retired aerospace and defense finance executive, as an independent director effective February 3, 2026, and placed him on the Audit Committee. The filing reports no financial results or guidance, and the change brings the Board to 11 members according to the press release.

  • Sanjay Kapoor appointed independent director effective February 3, 2026, and joins the Audit Committee
  • Kapoor, age 65, was Executive Vice President and CFO of Spirit AeroSystems from 2013 to 2019
  • Kapoor will participate in the director compensation program described in the 2025 Proxy Statement filed March 19, 2025
  • Press release dated February 4, 2026 states the Board now has 11 members
Read the filing on SEC.gov ↗
LWLamb Weston Holdings, Inc. Feb 4, 9:00 AM ET

Lamb Weston names Jan Eli B. Craps Executive Chair and James D. Gray CFO

Neutral leadership Written later 5.02

Lamb Weston said its board appointed Jan Eli B. Craps as Executive Chair effective February 6, 2026, and named James D. Gray as Chief Financial Officer effective April 2, 2026, succeeding Bernadette M. Madarieta, who remains CFO through April 1, 2026. The filing also details large equity awards for the new executives and other named executive officers, plus a new 2,000,000-share inducement plan, which bear on shareholder dilution and management incentives.

  • Jan Eli B. Craps, age 48, former CEO of Budweiser APAC, appointed Executive Chair effective February 6, 2026, with a target long-term incentive valued at approximately $3,150,000.
  • James D. Gray, age 59, currently CFO of Ingredion Incorporated, becomes CFO April 2, 2026, with a $825,000 base salary and a $2,200,000 target long-term incentive.
  • On February 2, 2026, the Compensation Committee approved supplemental awards for NEOs, including 29,314 RSUs and 213,574 options at $60.00 for CEO Michael J. Smith.
  • The Board adopted a 2026 Inducement Stock Plan reserving 2,000,000 shares of common stock for new hires.
Read the filing on SEC.gov ↗
FRPTFreshpet, Inc. Feb 4, 8:07 AM ET

Freshpet Names John O'Connor CFO Effective Feb. 9, Reaffirms 2025 Outlook

Neutral leadership Written later 5.027.01

Freshpet appointed John O'Connor, formerly a Senior Vice President at Zoetis, as Chief Financial Officer effective February 9, 2026, replacing Ivan Garcia, who had been Interim CFO since October 2025. The company also reaffirmed its fiscal 2025 guidance from November 3, 2025, and said it will report fourth quarter and full year 2025 results on February 23, 2026.

  • O'Connor's base salary is $525,000, with a target annual bonus of at least 70% of salary and a long-term equity incentive target of at least 150% of salary.
  • He receives an inducement grant of restricted stock units covering 7,500 shares, vesting in equal installments over the first three anniversaries of the effective date.
  • Ivan Garcia steps down as Interim CFO and continues as Senior Vice President, Finance.
  • Freshpet reaffirmed its fiscal 2025 guidance and will report fourth quarter and full year 2025 results on February 23, 2026.
Read the filing on SEC.gov ↗
URIUNITED RENTALS, INC. Feb 4, 8:02 AM ET

United Rentals adds Alexander Taussig to board, expanding it to 11 directors

Neutral leadership Written later 5.027.01

United Rentals, Inc. increased its board from 10 to 11 directors and appointed Alexander R. Taussig, a Board Partner at Lightspeed Venture Partners, as an independent director effective February 4, 2026. The filing describes a routine board addition with no change to executive leadership or financial results, and his committee assignments will be decided later.

  • Taussig receives an annual retainer of $125,000 plus an annual equity grant of $190,000 in fully vested restricted stock units, pro-rated for 2026.
  • The board now has 11 members, nine of whom are independent directors, according to the press release.
  • Board committee appointments for Taussig will be decided at a future date.
Read the filing on SEC.gov ↗
UBERUber Technologies, Inc Feb 4, 6:56 AM ET

Uber Q4 revenue rises 20% to $14.4 billion; CFO to step down Feb. 16

Mixed leadership Written later 2.025.02

Uber reported fourth-quarter 2025 revenue of $14.4 billion, up 20% year over year, and GAAP income from operations of $1.8 billion, up 130%. GAAP net income fell 96% to $296 million because of a $1.6 billion pre-tax headwind from revaluations of equity investments. CFO Prashanth Mahendra-Rajah will step down on February 16, 2026, and Balaji Krishnamurthy will succeed him as CFO.

  • Q4 2025 Gross Bookings were $54.1 billion, up 22% year over year, and free cash flow was $2.8 billion.
  • GAAP net income was $296 million, or $0.14 diluted EPS, versus $6.9 billion a year earlier, which included a $6.4 billion tax valuation release.
  • Q1 2026 outlook: Gross Bookings of $52.0 billion to $53.5 billion and non-GAAP EPS of $0.65 to $0.72.
  • Krishnamurthy's CFO pay includes a $600,000 base salary, RSU awards of $9,375,000, option awards of $3,125,000 and a one-time RSU award of $5,000,000.
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.