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).
Delta said William C. Carroll, its principal accounting officer, will retire effective March 31, 2026. Julia A. McConnell, who joined Delta in March 2025, will become principal accounting officer effective April 1, 2026, succeeding him. The filing is an administrative leadership change in a finance role and does not report any financial results or changes to guidance.
William C. Carroll retires as principal accounting officer effective March 31, 2026
Julia A. McConnell, age 57, named principal accounting officer effective April 1, 2026
McConnell joined Delta in March 2025; previously SVP and Chief Accounting Officer at WestRock Company from June 2020 to December 2024
On February 12, 2026, Orchestra BioMed's board approved a 2026 cash bonus plan for all executive officers tied to BACKBEAT and Virtue SAB pivotal study milestones and financial and operating objectives. The board also raised base salaries for CEO Mr. Hochman (4%) and COO Mr. Sherman (10%) and increased their target bonus percentages, which shareholders may watch as the plan ties pay to clinical and financial goals.
Up to 25% of annual bonuses may be paid in Q3 2026 based on mid-year metrics; up to 75% in Q1 2027 based on full-year performance.
Mr. Hochman's base salary rises 4%, and his target bonus increases from 80% to 100% of base salary.
Mr. Sherman's base salary rises 10%, and his target bonus increases from 80% to 90% of base salary.
RSU awards will now vest in four equal 25% installments at 18, 24, 30 and 36 months.
IDEXX Laboratories director M. Anne Szostak notified the company on February 13, 2026 that she will retire from the Board effective immediately after the 2026 Annual Meeting on May 12, 2026. The filing says her decision did not arise from any disagreement with the company or the Board, and the Board reduced the size of Class III upon her retirement without shrinking the overall Board, given the previously announced appointment of Michael G. Erickson, PhD, as a Class II member.
Director M. Anne Szostak, on the Board since 2012, will retire after the 2026 Annual Meeting on May 12, 2026
The filing states no disagreement with the company or Board on operations, policies or practices
Board reduced the size of Class III upon her retirement but kept overall Board size unchanged
Michael G. Erickson, PhD, previously announced, will join as a Class II member immediately after the 2026 Annual Meeting
UFP Technologies said its president, Mitchell C. Rock, will become Chief Executive Officer on June 4, 2026, when Mr. Bailly retires from that role and becomes Executive Chairman through his retirement in 2027. The filing sets Mr. Rock's base salary at $700,000, a target long-term incentive of up to $1,750,000 in restricted stock units, and a one-time $650,000 restricted stock unit grant, with severance terms that include a larger payout if a change of control occurs.
Mitchell C. Rock becomes CEO effective June 4, 2026; Mr. Bailly retires as CEO on that date and remains Executive Chairman through 2027.
Mr. Rock's base salary is $700,000 per year after the appointment date, with an annual bonus target of up to 100% of base salary.
Mr. Rock's severance without a change of control is 18 months of base salary; a change of control termination pays two times salary plus full target bonus.
Effective January 1, 2026, the board's committee raised base salaries for the named executive officers, including $505,000 for CFO Ronald J. Lataille.
Timken director James F. Palmer agreed with the company to retire effective March 31, 2026, so the Audit Committee chair role can transition to Sarah C. Lauber. The filing states the retirement was not tied to any financial or accounting issue or disagreement with the board or company.
James F. Palmer, Audit Committee chair and Compensation Committee member, retires effective March 31, 2026
Sarah C. Lauber is the planned new Audit Committee chair
Filing states the retirement was not due to any financial, accounting, or board disagreement
On February 10, 2026, the independent board, acting on the Compensation Committee's recommendation, approved 2026 base salaries for five officers, including CEO Robert J. Sprowls. The filing is a routine compensation disclosure and does not describe any change in officer roles, performance results, or company financials.
Robert J. Sprowls, President and CEO: 2026 base salary of $1,004,300
Eva G. Tang, SVP-Finance and CFO: $661,600
Paul J. Rowley, SVP-Regulated Water Utility: $518,200; Christopher H. Connor, SVP-American States Utility Services: $451,500
Gladys M. Farrow, Assistant Secretary, VP-Finance, Treasurer and Assistant Secretary of Golden State Water: $412,000
On February 12, 2026, Kontoor Brands' Talent and Compensation Committee adopted an Executive Severance Plan covering eligible employees, including named executive officers, for terminations without Cause or for Good Reason outside a change in control. The plan provides base salary continuation, subsidized COBRA coverage and a pro rated annual bonus, with the length of benefits set by tier. Separately, the board declared a $0.53 per share quarterly dividend, which the filing does not describe as a change from prior payments.
Severance Plan adopted February 12, 2026; full text filed as Exhibit 10.1.
Tier 1 (CEO): 24 months base salary continuation and 18 months COBRA coverage; Tier 2 (EVPs): 18 and 12 months; Tier 3 (SVPs/other): 12 and 9 months.
Quarterly dividend of $0.53 per share payable March 20, 2026, to shareholders of record on March 10, 2026.
The Board approved $41,000,000 in 2025 total compensation for Chair and CEO Brian T. Moynihan, up from $35,000,000 in 2024. The Board cited 2025 results, including net income up 13% to $30.5 billion and diluted EPS up 19% to $3.81, and tied part of the pay to 2026-2028 performance with higher performance standards.
Total 2025 compensation of $41,000,000 versus $35,000,000 in 2024; base salary unchanged at $1.5 million with no cash bonus
2025 net income rose 13% to $30.5 billion; revenue rose 7% to $113.1 billion; diluted EPS rose 19% to $3.81
Performance RSUs must be re-earned on 2026-2028 results; 100% payout requires $92 billion aggregate net income, maximum 150% payout requires $112 billion
Lithia Motors said George Hines, its Senior Vice President and Chief Innovation and Technology Officer, will transition out of that executive role effective March 1, 2026, as the company aligns technology teams more closely with the businesses they support. Core technology functions will now report to CFO Tina Miller and Chief Customer Officer Dianna du Preez. Mr. Hines will stay on in a non-executive role and continue on the Pinewood.AI board.
George Hines leaves his role as SVP, Chief Innovation and Technology Officer effective March 1, 2026
Core technology functions move to report to Tina Miller, CFO, and Dianna du Preez, Chief Customer Officer
Mr. Hines remains with the company in a non-executive role and continues on the Pinewood.AI public board
International Tower Hill Mines approved a raise in base salary for CEO Karl Hanneman to $342,538 per year, effective December 1, 2025, reflecting his move from 50% to full-time duties. The company and Mr. Hanneman also signed an amended and restated employment agreement, with other terms unchanged. The change alters executive pay, but the filing gives no information on company financial results.
Base salary set at US$342,538 per year, effective December 1, 2025
Board approved the increase on February 9, 2026, on the Compensation Committee's recommendation
Increase reflects CEO time commitment rising from 50% to full time; salary had been reduced in 2018
Amended and Restated Employment Agreement dated February 10, 2026 filed as Exhibit 10.1
Goldman Sachs disclosed that Kathryn H. Ruemmler has decided to retire from her roles as Chief Legal Officer and General Counsel, effective June 30, 2026. The filing does not name a successor or give reasons for the departure, so shareholders have no details yet on how the legal function will be led.
Kathryn H. Ruemmler will retire as Chief Legal Officer and General Counsel
Retirement is effective June 30, 2026
The filing does not name a successor or state a reason for the retirement
Northrop Grumman's board elected Admiral Christopher W. Grady, a retired Vice Chairman of the Joint Chiefs of Staff, to the board effective February 12, 2026, expanding the board from 12 to 13 members. The filing also sets the 2026 executive incentive metrics and names James S. Turley as Lead Independent Director effective May 20, 2026, which is a governance change rather than a financial result.
Admiral Christopher W. Grady elected to the board effective February 12, 2026; board size increased from 12 to 13 members
Grady receives a $145,000 annual cash retainer, a $15,000 retainer for Audit and Risk Committee service, and a $182,500 annual deferred stock unit grant
James S. Turley to become Lead Independent Director effective May 20, 2026, succeeding Madeleine A. Kleiner, who retires at the 2026 Annual Meeting
2026 incentive plan weights cash flow from operations 20%, segment operating income 25%, sales 25% and strategic metrics 30%
QuidelOrtho said Chief Financial Officer Joseph M. Busky notified the company on February 9, 2026, that he plans to retire effective June 30, 2026. The company said the decision is for personal reasons and not the result of any disagreement on financial statements, operations, policies or practices.
Joseph M. Busky, CFO and principal financial officer, gave notice on February 9, 2026
Retirement is effective June 30, 2026
The filing states the departure is for personal reasons, not a disagreement with the company or its auditors
Knight-Swift Transportation Holdings (KNX) disclosed that director Amy Boerger told the company on February 11, 2026 that she will not stand for reelection at its 2026 Annual Meeting of Stockholders. The filing does not state a reason for her decision or name a replacement.
Amy Boerger notified the company on February 11, 2026 that she will not seek reelection as a director.
The change takes effect at the 2026 Annual Meeting of Stockholders.
The company thanked Ms. Boerger for her years of service; the filing names no successor.
Apple Hospitality REIT disclosed that director Kristian Gathright resigned from its Board of Directors, effective February 9, 2026, after seven years of service. The filing states her resignation was not due to any disagreement with the company on its operations, policies or practices.
Kristian Gathright notified the company of her resignation on February 9, 2026.
Resignation is effective February 9, 2026, after seven years on the Board.
Filing states there was no disagreement with the company on operations, policies or practices.
Filing was signed by CEO Justin G. Knight on February 13, 2026.
Pool Corporation director Carlos A. Sabater told the board on February 12, 2026 that he will not stand for re-election when his term ends at the 2026 annual meeting of shareholders. He also leaves his seats on the audit, nominating and corporate governance, and strategic planning committees at that time. The company says the decision was not due to any disagreement over its operations, policies or practices.
Carlos A. Sabater informed the board on February 12, 2026
He will not stand for re-election at the end of his current term, tied to the 2026 annual meeting
He is leaving the audit, nominating and corporate governance, and strategic planning committees
The company states there was no disagreement with management on operations, policies or practices
Fox Factory Holding Corp. expanded its board to eight directors and appointed Alan L. Bazaar as a Class II director effective February 13, 2026. The company also formed a Transformation Committee to oversee management's efforts on profitability, cost-cutting and margin improvement, following a Cooperation Agreement with Engine Capital L.P. and its affiliates dated February 8, 2026.
Alan L. Bazaar appointed as Class II director effective February 13, 2026, with a term expiring at the 2027 annual meeting
Board increased by one seat to a total of eight directors
Bazaar joins the Compensation, Nominating and Corporate Governance, and newly formed Transformation Committees
Filing states Bazaar receives the same non-employee director benefits, pro-rated from his appointment date
Tennant entered a cooperation agreement with Vision One Fund, LP and affiliates on February 12, 2026, adding Patrick E. Allen and James T. Glerum, Jr. to its board and committing to declassify the board. The deal sets standstill and voting terms that run until the expiration date tied to the 2027 annual meeting, and it does not report any financial results.
Patrick E. Allen appointed as a Class II director, with a term expiring at the 2027 annual meeting; Vision One recommended him as a candidate.
James T. Glerum, Jr. appointed as a Class III director, with a term expiring at the 2028 annual meeting; he retired as Vice Chairman, Investment Banking at Citigroup in July 2024.
Board will not increase beyond eleven directors until the 2027 annual meeting announcement; by the earlier of the 2027 annual meeting or sixteen months after the agreement, the company will seek approval to declassify the board.
Both new directors join the Executive Committee effective February 12, 2026, and the Audit Committee effective March 1, 2026; the 2026 annual meeting is expected April 29, 2026.
Kathleen M. Widmer notified Texas Roadhouse's Board on February 11, 2026, that she is retiring from the Board effective immediately to focus on a new business venture. The filing says her decision was not due to any disagreement with the Company on its operations, policies or practices.
Kathleen M. Widmer retires from the Board effective immediately, per notice dated February 11, 2026
Filing states the departure was not due to any disagreement with the Company
Widmer served nearly 13 years on the Board; the Company thanked her for her service
e.l.f. Beauty's board appointed Matthew Farrell as a Class I director effective February 12, 2026. He will stand for election at the 2026 annual meeting, and the filing says he will receive the same director compensation as the company's other non-employee directors.
Matthew Farrell appointed to the Board as a Class I director, effective February 12, 2026
Farrell was CEO of Church & Dwight from January 2016 until April 2025 and Chairman until September 2025
Company expects Farrell to enter its standard indemnification agreement; filing reports no related party transactions
On February 13, 2026, CoStar Group amended its Executive Severance Plan to remove a clause tied to board composition from the definition of "Change in Control." The company said the change was made at management's request to avoid the cost and distraction of a Delaware lawsuit tied to threatened proxy contests by Third Point LLC and D. E. Shaw & Co., L.P. The filing does not report any financial results or figures.
Amended Executive Severance Plan dated February 13, 2026, removes the board-composition "director clause" from the Change in Control definition
Company says the clause was designed to protect management continuity and was comparable to peer company programs
Board removed the clause to avoid cost and distraction from a threatened Delaware lawsuit linked to proxy contests by Third Point LLC and D. E. Shaw & Co., L.P.
All other plan terms remain unchanged; full plan filed as Exhibit 10.1
Graco Inc. director Brett C. Carter resigned from the company's Board effective February 13, 2026, to pursue other commitments, according to the filing. The filing says the resignation was not due to any disagreement with the Board or management on operations, policies or practices.
Brett C. Carter notified the Board on February 12, 2026, of his decision to resign, effective February 13, 2026.
Carter served on the Audit Committee and the Management Organization and Compensation Committee.
His board term would have expired at the 2027 annual meeting of shareholders.
The filing states no disagreement with the Board or management led to the resignation.
Las Vegas Sands said Robert G. Goldstein will move from chairman and chief executive to senior advisor effective March 1, 2026. Patrick Dumont, the company's president and chief operating officer, will take over as chairman, CEO, president and treasurer on that date, and the filing states that no compensation decisions tied to the promotion have been made. Dumont is the son-in-law of Dr. Miriam Adelson, whose family controls more than 50 percent of the voting power of the company's common stock.
Robert G. Goldstein becomes senior advisor effective March 1, 2026; the press release says through March 2028.
Board appointed Patrick Dumont as chairman, CEO, president and treasurer on February 12, 2026, effective March 1, 2026.
Dumont was also appointed chairman of Sands China Ltd., effective March 1, 2026.
Dumont has been president and chief operating officer since January 2021 and joined the company in 2010.
LCI Industries said director James Gero, who has served on its board for 33 years, will retire when his term ends at the 2026 Annual Meeting of Stockholders. The company said his decision was not due to any disagreement with management on operations, policies or practices.
Gero notified the company on February 11, 2026, that he will not stand for re-election.
Gero served as board chairman from May 2014 to May 2021 and has 33 years of service.
The board will evaluate its size and composition in light of his retirement in May, according to the press release.
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.