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).
Amazon disclosed a letter agreement under which an Amazon subsidiary will buy $35.0 billion of OpenAI Series C Preferred Stock, with Amazon.com, Inc. guaranteeing the obligation. The filing also describes a separate $15.0 billion investment due March 31, 2026, and a commercial arrangement covering AWS cloud services for OpenAI.
Commitment amount of $35.0 billion, with purchase due upon OpenAI milestones or a U.S. public listing, and termination if not invested by December 31, 2028
Separate $15.0 billion investment in OpenAI's current funding round, due March 31, 2026, subject to closing conditions
OpenAI to consume approximately 2 gigawatts of Trainium capacity through AWS, with the expanded agreement worth $100 billion over 8 years
MARA USA Corporation, a MARA subsidiary, entered into a Strategic Agreement with Starwood Capital Group on February 26, 2026. The agreement covers developing, leasing and marketing MARA's existing US bitcoin mining data center properties, outside existing third-party joint ventures, with each property potentially moving into a joint venture where MARA would hold 10% to 50%. The filing gives no dollar value for the deal, and shareholders will depend on how many properties proceed to development.
Covers all of MARA's United States bitcoin mining data center properties other than those held in existing third-party joint ventures.
MARA would elect a 10% to 50% interest in each joint venture; Starwood would be managing member and handle day-to-day operations.
Each party can decide whether to proceed after a trigger, such as an executable hyperscaler lease; a decision is required 24 months after closing, extendable by 12 months.
If Starwood proceeds and MARA does not after a qualifying lease, MARA must sell its rights to the powered land to Starwood.
Arcosa agreed to sell all shares of Arcosa Marine Products, Inc., its barge business, to ACMP Buyer, LLC, an affiliate of Wynnchurch Capital, for about $450 million in cash, subject to customary adjustments. The company said it intends to use the net after-tax proceeds to invest in its core growth platforms and reduce debt. The barge business reported 2025 revenue of $383 million and Adjusted Segment EBITDA of $68 million, and closing depends on regulatory approval.
Price: about $450 million in cash, subject to customary purchase price adjustments
Expected close in the second quarter of 2026, subject to HSR waiting period expiration and absence of legal restraints
Either party may terminate if the deal has not closed by June 24, 2026, subject to extensions; no financing condition
Barge business 2025 revenue of $383 million and Adjusted Segment EBITDA of $68 million, reported within Transportation Products
Unitil signed Amendment No. 2 to its purchase agreement for Aquarion Water Company of Massachusetts, Aquarion Water Company of New Hampshire and Abenaki Water Co., moving the agreement's termination date from February 23, 2026 to May 25, 2026. The filing also replaces Janney Montgomery Scott with Huntington Securities as an agent under the company's $50 million common stock distribution agreement.
Amendment No. 2, dated February 23, 2026, extends the purchase agreement's termination date to May 25, 2026, from February 23, 2026.
The Aquarion companies are being acquired from Aquarion Water Authority, with South Central Connecticut Regional Water Authority party to the amendment.
On February 19, 2026, Huntington Securities replaced Janney Montgomery Scott under the $50 million distribution agreement for common stock sales.
Stock sales under the distribution agreement, if any, will be made under an effective Form S-3ASR registration statement.
Tidewater signed an agreement on February 22, 2026 to acquire Wilson Sons UltraTug's shipping business, which owns 22 platform supply vessels, for a $500 million all-cash purchase price before adjustments. The deal is expected to close in late second quarter 2026, subject to Brazilian antitrust approval and other conditions, and the filing does not report a current earnings impact for shareholders.
Purchase price of $500 million, subject to adjustments, including a reduction for about $261 million of assumed debt as of September 30, 2025
Company expects to close the transaction in late second quarter 2026; the agreement's outside date is December 31, 2026
Target fleet includes 22 platform supply vessels, 19 of them Brazilian-built; a $7.5 million break payment applies in certain circumstances
Company said it expects the deal to be accretive to 2026 and 2027 earnings and free cash flow per share, and updated 2026 guidance was referenced
Northern Oil and Gas closed its joint acquisition of non-operated Ohio Utica Shale upstream and midstream interests from Antero on February 23, 2026, taking a 40% stake alongside INR's 60%. The same day, Northern amended its revolving credit facility, raising the elected commitment to $1.8 billion and the borrowing base to $1.975 billion, which the company said adds $200 million of liquidity.
Closing payment by Northern was $464.5 million in cash, including a $58.8 million deposit paid at signing, subject to post-closing settlements with Antero
Northern's unadjusted purchase price share is $480 million: $320 million for the upstream assets and $160 million for the midstream assets
Northern funded the deal with cash on hand, operating free cash flow and revolver borrowings
Credit facility elected commitment rose from $1.6 billion to $1.8 billion with Wells Fargo as administrative agent; other terms were described as substantially unchanged
Gilead Sciences agreed on February 22, 2026 to acquire Arcellx through a tender offer followed by a second-step merger, offering $115 per share in cash plus one contingent value right worth up to $5 per share if anito-cel cumulative sales reach $6.0 billion by year-end 2029. The company said the deal implies an equity value of $7.8 billion and is expected to close in the second quarter of 2026, which would add a large, pre-approval acquisition to Gilead's balance sheet and affect shareholders through its cost and future earnings contribution.
Offer price of $115 per share in cash plus one CVR paying $5 per share on cumulative anito-cel sales of at least $6.0 billion through 2029
Implied equity value of $7.8 billion; Gilead already owns about 11.5 percent of Arcellx's common stock
Expected close in the second quarter of 2026, subject to tender, regulatory and other conditions
Arcellx would pay Gilead a $260 million termination fee in specified circumstances; the deal is expected to be accretive to earnings per share in 2028 and thereafter, after FDA approval of anito-cel
Ovintiv subsidiaries signed a Purchase and Sale Agreement on February 17, 2026 to sell certain Oklahoma oil and gas assets to MidCon II BuyerCo for $3.0 billion in cash, subject to customary closing adjustments. The deal is subject to closing conditions, including Hart-Scott-Rodino antitrust clearance, and has an outside date of May 11, 2026, so shareholders will not see its completion until the conditions are met.
Purchase price is $3.0 billion in cash, subject to customary closing adjustments
Buyer deposited $200.0 million into escrow, to be credited toward the purchase price at closing
Economic effective date is January 1, 2026; closing requires Hart-Scott-Rodino waiting period expiration and other Required Approvals
Either party may terminate if closing has not occurred by May 11, 2026, subject to possible automatic extension
Carnival Corporation and Carnival plc signed a Unification Agreement to combine their dual listed company structure into one company, Carnival Corporation, and move the parent from Panama to Bermuda. The deal is subject to shareholder, UK court, NYSE listing, SEC registration and other conditions, and can be terminated if conditions are not met by December 31, 2026.
Unification Agreement dated February 20, 2026; Carnival plc becomes a wholly-owned UK subsidiary of Carnival Corporation Ltd.
Hart-Scott-Rodino early termination received by both companies on January 29, 2026; German clearances received February 4 and February 18, 2026.
Remaining conditions include shareholder approvals, UK court sanction, NYSE listing approval, an effective Form S-4, and U.S. and German antitrust clearances.
If conditions are not satisfied or waived by December 31, 2026, the agreement may be terminated.
Nicolet Bankshares completed its merger with MidWest One Financial Group effective February 13, 2026, with MidWest One merging into Nicolet and issuing about 6.6 million Nicolet shares to MidWest One holders. The company said the deal adds about $6 billion in assets, raising total assets to about $15 billion, and the board was expanded to twelve members with four former MidWest One directors joining.
Merger effective February 13, 2026; each MidWest One share converted into 0.3175 Nicolet shares
About 6.6 million Nicolet shares issued, valued at $155.19 per share based on the February 13, 2026 NYSE closing price
Board set at twelve members: eight Nicolet directors and four former MidWest One directors (Tracy S. McCormick, Carl J. Chaney, Janet E. Godwin, Matthew J. Hayek)
MidWest One Bank will operate as a division until a planned system conversion in August 2026
Etsy signed an agreement on February 15, 2026 to sell its Depop fashion resale marketplace subsidiary to eBay for approximately $1.2 billion in cash, subject to purchase price adjustments. The deal is expected to close in the second quarter of 2026, subject to antitrust approvals and other closing conditions. Etsy said it will use the proceeds for general corporate purposes, continued share repurchases and investment in its core marketplace.
Purchase price is approximately $1.2 billion in cash, subject to adjustments for Depop's working capital, transaction expenses, cash, indebtedness and certain forfeited equity awards
Expected closing is the second quarter of 2026; outside date is November 15, 2026, extendable to February 15, 2027 for antitrust approvals
Purchaser would pay Etsy a $90 million termination fee in certain antitrust-related terminations and an additional $70 million fee on certain other termination events
Etsy will report fourth quarter and full year 2025 results and first quarter 2026 outlook the day after this announcement, per the press release
Danaher agreed to acquire Masimo, a provider of pulse oximetry and patient monitoring products, for $180 per share in cash under a merger agreement dated February 16, 2026. The total enterprise value is approximately $9.9 billion including assumed debt and net of acquired cash, and the deal is expected to close in the second half of 2026 subject to regulatory clearances and Masimo shareholder approval. For Danaher shareholders, the filing projects Masimo to be accretive to adjusted diluted EPS by $0.15 to $0.20 in the first full year and about $0.70 in the fifth full year.
Price: $180 per share in cash for all outstanding Masimo common stock
Total enterprise value of approximately $9.9 billion, including assumed indebtedness, net of acquired cash
Expected accretion to adjusted diluted EPS of $0.15 to $0.20 in the first full year and about $0.70 in the fifth full year
Expected close in the second half of 2026; Danaher expects to fund the deal with cash on hand and debt financing
Fresh Del Monte Produce Inc. (FDP) will acquire prepared and packaged food businesses and related assets from Del Monte Foods under an asset purchase agreement approved by a U.S. Bankruptcy Court on February 6, 2026. The purchase price is $285 million plus assumed liabilities, to be funded with cash on hand and its revolving credit facility. Closing is expected in the first quarter of 2026, subject to conditions including Hart-Scott-Rodino clearance.
Purchase price is $285 million plus assumption of certain liabilities.
Assets include canned vegetable, tomato, refrigerated fruit, and bubble tea businesses, four U.S. facilities, two in Mexico, one in Venezuela, and global ownership of the Del Monte brand, subject to existing licenses.
Closing is expected in the first quarter of 2026; either party may terminate if closing has not occurred by March 31, 2026, unless extended.
Axos Bank, a subsidiary of Axos Financial, agreed on February 12, 2026 to acquire all U.S. consumer deposits of Jenius Bank, a digital banking business of SMBC MANUBANK, for an estimated $2.6 billion at closing. The Bank will receive cash for the acquired deposit balances, less a negotiated premium, and the deal requires Office of the Comptroller of the Currency approval. The filing does not state the premium amount, so its effect on shareholders cannot be measured from the document.
Deposits to be acquired: estimated at about $2.6 billion at closing
Seller: SMBC MANUBANK; the Bank receives cash for deposit balances, less a negotiated premium
Subject to Office of the Comptroller of the Currency approval; expected to close in late March or April 2026
Palo Alto Networks completed its acquisition of CyberArk Software on February 11, 2026, with CyberArk becoming a wholly owned subsidiary. CyberArk's 0.00% convertible senior notes due 2030 are now exchangeable into Palo Alto Networks common stock and cash, and Palo Alto Networks has guaranteed CyberArk's obligations under those notes, which adds to its financial obligations.
Merger closed on February 11, 2026; CyberArk shareholders receive $45.00 in cash and 2.2005 Palo Alto Networks shares for each CyberArk ordinary share
CyberArk's 0.00% Convertible Senior Notes due 2030 are now exchangeable into Palo Alto Networks shares and cash, and Palo Alto Networks guarantees them
Palo Alto Networks assumed CyberArk's capped call transactions, with dealers to deliver Palo Alto Networks shares instead of CyberArk shares
Palo Alto Networks will hold its Q2 FY2026 earnings call on February 17, 2026
Cemtrex said its subsidiary Advanced Industrial Services completed the purchase of substantially all assets of Richland Industries LLC on February 5, 2026, and bought Richland's Pulaski, Tennessee facility. The company said the business was integrated into its Industrial Services segment and financed the deal mainly with loans from Fulton Bank. The company expects the new unit to contribute about $8 million to $10 million in revenue over the next twelve months, a figure the filing says is based on historical performance and current backlog.
Business assets were bought for $600,000, financed by a Fulton Bank note at 6.09% maturing February 1, 2031.
The Pulaski, Tennessee facility was bought for $4.9 million, with a $3.92 million Fulton Bank mortgage at SOFR plus 2.75% maturing February 1, 2041.
The Pulaski site is a 70,000 square foot facility on 25 acres, and the company says no equity was issued.
Management expects AIS Tennessee to contribute about $8 million to $10 million in revenue over the next twelve months.
Deluxe and certain subsidiaries signed an asset purchase agreement to sell specified assets tied to their Safeguard and Safeguard Business Systems brands to PFG-SG Operating Group LLC. The buyer will pay about $25 million, with $12 million due at closing and the rest in three equal annual installments, and the deal is expected to close in the first quarter of 2026.
Aggregate purchase price is approximately $25 million: $12 million at closing, remainder in three equal installments on each later anniversary of closing.
Transaction is expected to close in the first quarter of 2026, subject to customary closing conditions.
Either side may terminate if closing conditions are not met by April 30, 2026, and the Seller Entities agree to a three-year non-compete and non-solicit covenant after closing.
EGH Acquisition Corp. filed a transcript of a February 5, 2026 investor presentation by Hecate Energy Group, its proposed merger partner, as Regulation FD disclosure. The presentation gave a high-level transaction overview, and the companies said they expect the deal to close later this summer, subject to a shareholder vote that has not yet been held.
Hecate's pre-money equity value is $800 million, with an implied post-money enterprise value of roughly $1.28 billion including estimated net debt.
Hecate shareholders are expected to own approximately 80% of the combined company, assuming no redemptions by EGH public shareholders.
Hecate cited $686 million of future receipts from signed sales contracts and an estimated 2026 adjusted EBITDA of $115 million.
The companies expect the transaction to close later this summer; the proxy statement and EGH shareholder vote are still pending.
Valaris and Transocean entered a Business Combination Agreement on February 9, 2026, under which Transocean will acquire all Valaris shares in exchange for Transocean shares at 15.235 Transocean shares per Valaris share, effected by a Bermuda scheme of arrangement. After closing, Transocean shareholders would own about 53% of the combined company and Valaris shareholders about 47%, so Valaris holders would give up control to Transocean's existing investor base.
Exchange ratio of 15.235 Transocean shares for each Valaris share, with Transocean shares issued under the Securities Act Section 3(a)(10) exemption.
Post-closing ownership: about 53% Transocean shareholders and about 47% Valaris shareholders.
Termination fees: $195 million payable by Transocean and $173 million payable by Valaris in specified circumstances; the agreement can be terminated if closing has not occurred by February 9, 2027.
Closing requires shareholder approvals from both companies, a Bermuda court sanction order, NYSE listing approval for the new shares, and certain regulatory approvals.
BD completed the spin-off of its Biosciences & Diagnostic Solutions business and its combination with Waters Corporation, and received $4 billion of cash from the transaction. BD plans to use $2 billion for an accelerated share repurchase and $2 billion for debt repayment, subject to market conditions, and BD shareholders will own 39.2% of the combined company on a fully diluted basis.
Transaction closed February 9, 2026; BD shareholders receive about 0.135 shares of Waters common stock per BD share held at the February 5, 2026 record date.
BD received $4 billion of cash and BD shareholders own 39.2% of the combined company on a fully diluted basis.
The transaction valued the business at $18.8 billion, based on Waters' February 6, 2026 closing price.
BD expects to use $2 billion for an accelerated share repurchase and $2 billion for debt repayment; claire M. Fraser left the BD board and joined the Waters board.
Waters Corporation closed its combination with the Biosciences and Diagnostic Solutions businesses of Becton, Dickinson and Company (BD) on February 9, 2026, through a Reverse Morris Trust transaction. The filing says Waters shareholders will own 60.8% of the combined company on a fully diluted basis and BD shareholders 39.2%, and that the deal added $4.0 billion of new term debt at the SpinCo level, which Waters guarantees.
Waters pre-closing shareholders own 60.8% and BD shareholders 39.2% of the combined company, on a fully diluted basis.
SpinCo borrowed $4.0 billion of unsecured term loans on February 6, 2026: $3.5 billion due 364 days after funding and $500.0 million due on the second anniversary.
Claire M. Fraser, Ph.D., joined the Waters board effective February 9, 2026, increasing its size from 10 to 11 members.
Uber agreed with Mubadala Investment Company to acquire Getir's delivery portfolio in Türkiye, in phases, subject to regulatory approval and other closing conditions. The filing says the deal is an investment in Türkiye, and it adds a food delivery business that generated over $1 billion in gross bookings in 2025.
Uber will pay $335 million in cash, on a cash and debt free basis, for 100% of Getir's food delivery business, expected to close in the second half of 2026.
Getir's food delivery business generated over $1 billion in gross bookings in 2025, up more than 50% from the prior year on a constant currency basis.
Uber will invest $100 million for a 15% stake in Getir's grocery, retail and water delivery business.
The remainder of the grocery, retail and water delivery portfolio is expected to close in the next few years, subject to operating and financial performance conditions.
Karman Holdings completed its acquisition of Seemann Composites and Materials Sciences on February 3, 2026, for $210 million in cash plus $10 million in common stock, subject to adjustments. The company also amended its credit agreement, refinancing $502.8 million of term loans at a rate 75 basis points lower and adding $265 million, for a total term loan principal of $767.8 million, which funded the deal and added working capital.
Acquisition consideration: $210 million cash and $10 million in common stock, subject to customary purchase price adjustments
Term loans refinanced at $502.8 million and increased by $265 million to $767.8 million total principal
Term loan rate reduced 75 basis points to SOFR plus 2.75%; revolver pricing cut 75 basis points at each leverage level
Company expects the acquisitions to be immediately accretive in 2026 to revenue growth, EBITDA, earnings per share and cash flow
Kodiak Gas Services agreed to buy Distributed Power Solutions, LLC for about $675 million, paid as $575 million in cash plus 2,401,278 new shares of Kodiak common stock valued at about $100 million. The company expects the deal to close in early April 2026, subject to regulatory approvals, and says it will be immediately accretive to earnings and discretionary cash flow per share. Shareholders would face dilution from the new shares and the deal depends on closing conditions and approvals.
Cash consideration of $575 million at closing, plus 2,401,278 shares of common stock valued at about $100 million
Expected closing in early April 2026, subject to Hart-Scott-Rodino waiting periods and other customary conditions
Outside Date of May 31, 2026; buyer may owe a $37.125 million termination fee in certain cases where sellers terminate for buyer breach
Sellers agreed to a 180-day lock-up on the Kodiak shares received, with exceptions for certain transfers
EGH Acquisition Corp. furnished a February 5, 2026 investor presentation on its proposed business combination with Hecate Energy Group LLC. The deck describes Hecate as a US renewable energy developer with a 25.0 GW gross pipeline and a plan to advance 6-10 GW of projects in 2026. The filing does not state deal terms or financial results, and the transaction still requires an SEC registration statement and EGH shareholder approval.
Investor presentation dated February 5, 2026, furnished as Exhibit 99.1 and not deemed filed under Section 18 of the Exchange Act
Company intends to advance development of 6-10 GW of projects during 2026
EGH intends to file a registration statement with a proxy statement/prospectus; the combination requires EGH shareholder approval
Warner Music Group's subsidiary WMGCo and Bain Capital-affiliated BainCo agreed on February 4, 2026 to amend their joint venture operations agreement. Both parties committed to increase their initial equity commitments by $100 million each. The filing does not state the total equity commitment or how the funds will be used, and the full amendment will be filed later with the 10-Q for the quarter ended March 31, 2026.
Amendment dated February 4, 2026 to the Master Operations and Economics Agreement from June 29, 2025
WMGCo and BainCo each committed to increase their equity commitment by $100 million
Full text of the amendment to be filed as an exhibit to the Form 10-Q for the quarter ended March 31, 2026
Stellus Capital Management, the external investment adviser to Stellus Capital Investment Corporation, has signed a definitive agreement to be acquired by P10, Inc. (NYSE: PX). The deal results in a change of control of the adviser, which terminates the current advisory agreement at closing, so the company's board and stockholders will be asked to approve a new advisory agreement with substantially the same terms apart from the initial term.
P10, Inc. (NYSE: PX) will acquire Stellus Capital Management, which the release says has $3.8 billion in assets under management
Current Stellus partners will keep control of day-to-day operations, including investment decisions and investment committee processes
Current investment advisory agreement terminates upon closing; a new agreement requires board and stockholder approval
Closing is expected in the middle of 2026, subject to BDC shareholder approvals and other customary conditions
Texas Instruments agreed to acquire Silicon Labs for $231.00 per share in an all-cash deal with a total enterprise value of about $7.5 billion, which both boards unanimously approved. Texas Instruments expects the deal to be accretive to its earnings per share, excluding transaction-related costs, in the first full year after closing, and to generate about $450 million in annual manufacturing and operational synergies within three years of closing. The transaction is expected to close in the first half of 2027, subject to Silicon Labs stockholder approval and regulatory approvals.
Silicon Labs stockholders will receive $231.00 in cash per share; total enterprise value is about $7.5 billion
Texas Instruments expects to fund the deal with cash on hand and debt financing arranged before closing; no financing contingency
Expected synergies of about $450 million a year within three years post-close; accretive to EPS in the first full year, excluding transaction costs
Expected closing in the first half of 2027, subject to regulatory approvals and Silicon Labs stockholder approval
Antero Midstream Corp disclosed in a Form 8-K that it has completed a transaction under a Membership Interest Purchase Agreement with HG Energy II entities, Antero Resources Corporation and Antero Midstream Partners LP. The filing says a First Amendment dated December 22, 2025 amended and restated certain annexes to that agreement. The filing does not state the purchase price, the closing date, or whether Antero Midstream is the buyer or seller, so the financial effect on shareholders cannot be determined from this document.
Membership Interest Purchase Agreement dated December 5, 2025, among HG Energy II LLC and related entities, Antero Resources Corporation and Antero Midstream Partners LP
First Amendment dated December 22, 2025 amends and restates certain annexes to the purchase agreement
Item 2.01 completion is referenced, but the filing text does not give consideration, closing date or deal size
Ovintiv completed its acquisition of NuVista Energy on February 3, 2026, in a cash and stock transaction valued at $2.7 billion. Ovintiv expects the assets to add about 930 net well locations and 140,000 net acres in the Alberta Montney, with 2026 production from them averaging about 100 MBOE/d and about $100 million in annual cost synergies. Ovintiv issued about 30.1 million shares, and its full-year and first-quarter 2026 guidance is due February 23, 2026.
Ovintiv paid C$1.57 billion in cash and 30,076,903 shares of Ovintiv common stock, after shareholder elections and closing adjustments.
NuVista shareholders could elect C$18.00 in cash or 0.344 of an Ovintiv share per NuVista share, or a mix; the final mix varied by election.
The acquisition is expected to add about 930 net well locations and 140,000 net acres, and about 100 MBOE/d of 2026 production.
Ovintiv expects cost synergies of about $100 million annually and will issue full-year and Q1 2026 guidance on February 23, 2026.
Dauch Corporation completed its business combination with Dowlais Group plc on February 3, 2026, through a UK court-sanctioned scheme of arrangement. Dowlais shareholders receive 43 pence in cash and 0.0881 new Dauch shares for each Dowlais share, and Dauch will issue 116,971,634 shares as part of the consideration, which dilutes existing holders.
Business combination completed February 3, 2026; Dowlais shares suspended on the London Stock Exchange and cancellation effective 8:00 a.m. GMT on February 4, 2026
Consideration per Dowlais share: 43 pence in cash plus 0.0881 new Dauch shares; 116,971,634 Dauch shares to be issued
Filing states new shares will trade on the NYSE under AXL on February 4, 2026, and under DCH on the NYSE from February 5, 2026
Chairman and CEO David C. Dauch's target Breakout Award is 575,758 shares, with payouts tied to a 20-day average share price above $12.00
Terex completed its acquisition of REV Group, converting each REV share into 0.9809 Terex shares plus $8.71 in cash, and REV stock has stopped trading on the NYSE. The filing says the combined company expects $75 million of run-rate synergies in 2028, with about 50% to be achieved over the next twelve months, but gives no financial results for the combined company.
Each REV common share converted into 0.9809 Terex common shares plus $8.71 in cash, per the Merger Agreement dated October 29, 2025.
Board size increased to twelve; five former REV directors appointed effective at the Effective Time, and Paula H. J. Cholmondeley and Christopher Rossi resigned from the board.
Press release dated February 2, 2026 projects $75 million of run-rate synergies in 2028, with approximately 50% to be achieved over the next twelve months.
Element Solutions completed its acquisition of Micromax on February 2, 2026, for approximately $500 million, subject to adjustments. The company funded the purchase with a $450 million add-on to its existing term loans, together with available cash, and replaced its $375 million revolving credit facility with a $500 million facility maturing in 2031.
$450 million add-on to existing term loans, maturing December 18, 2030, at Term SOFR plus 1.75% with a 0% floor
New $500 million revolving credit facility replaces the $375 million facility, upsizing it by $125 million and extending maturity to February 2, 2031
Micromax acquisition closed February 2, 2026, for approximately $500 million, subject to adjustments
Swaps convert $350 million of the new term loans into fixed-rate euro-denominated debt through December 2029
Evertec's Brazilian subsidiary agreed on February 2, 2026 to buy all outstanding common shares of Dimensa S.A. from TOTVS S.A. for approximately R$950 million, or about $181 million at current exchange rates, subject to customary adjustments. The company expects to fund the deal with existing liquidity, and closing is expected in the second quarter of 2026, subject to conditions including CADE antitrust approval. The filing does not include Dimensa's financial results, so shareholders cannot yet gauge the deal's effect on Evertec's earnings.
Purchase price of approximately R$950 million (about $181 million at current exchange rates), funded with existing liquidity
Expected closing in the second quarter of 2026, subject to conditions including final approval from Brazil's antitrust authority, CADE
A transitional services agreement would run six months after closing; either side may terminate if the deal is not completed within 180 days of signing
Palomar Holdings completed its acquisition of The Gray Casualty & Surety Company, effective January 31, 2026, paying approximately $311 million in cash funded by Term Loan proceeds and cash on hand. The company also closed $450 million in unsecured credit facilities, including a $150 million revolver and a $300 million term loan, maturing January 27, 2031. The CEO said the deal adds scale and geographic reach to Palomar's surety business, but the filing does not provide financial results for the acquired business.
Gray Surety acquisition effective January 31, 2026; purchase price of approximately $311 million paid in cash
Credit facilities total $450 million: $150 million revolver and $300 million term loan, maturing January 27, 2031
Term loan amortizes quarterly beginning June 30, 2026; interest at Term SOFR plus 1.5% to 1.75%, based on the Debt to Capital Ratio
Uncommitted incremental facilities of up to $100 million, subject to customary conditions
Heritage Financial Corporation (Nasdaq: HFWA) completed its merger with Olympic Bancorp, Inc. effective January 31, 2026, with Olympic merging into the company and Kitsap Bank merging into Heritage Bank. Heritage will issue an aggregate of approximately 7,167,600 common shares as consideration, so the deal increases the number of shares outstanding while Heritage's existing shares are unaffected.
Merger completed effective January 31, 2026, under the Merger Agreement dated September 25, 2025
Each Olympic share converts into 45.0 Heritage common shares, with cash paid in lieu of fractional shares
Heritage will issue an aggregate of approximately 7,167,600 shares; financial statements and pro forma information will be filed by amendment within 71 days
Advanced Drainage Systems completed its previously announced all-cash acquisition of National Diversified Sales (NDS), the water management business of Norma Group SE, on February 2, 2026, for approximately $1.0 billion, subject to purchase price adjustments. The company says NDS adds residential water management, access box and irrigation products, which it expects will expand distribution and customer reach. The filing does not include financial results for NDS or the effect on the company's earnings.
Consideration: approximately $1.0 billion in cash, subject to purchase price adjustments
Deal was agreed under a Master Share Purchase Agreement dated September 23, 2025
NDS adds residential water management, access box and irrigation solutions
Filing does not disclose NDS financial results or the expected effect on earnings
Donaldson agreed on January 31, 2026, to buy Facet, a fuel and fluid filtration business, for $820 million in cash, subject to customary price adjustments. The company plans to fund the deal with cash on hand and new debt, and says the acquisition will be immediately margin accretive and EPS accretive in fiscal 2027. Closing depends on regulatory approvals, and the deal can be terminated if it is not completed by October 31, 2026.
Purchase price is $820 million in cash, subject to adjustments for Facet's cash, debt, transaction expenses and net working capital
Facet had calendar 2025 sales of $108 million and 236 employees across the US and Europe
Approximately 70% of Facet's sales come from consumables with regulated replacement cycles
Closing requires expiration or termination of the Hart-Scott-Rodino waiting period and other customary conditions; outside date is October 31, 2026, extendable by up to six months
Park National Corporation completed its merger with First Citizens Bancshares on February 1, 2026, in an all-stock deal, and First Citizens National Bank merged into Park National Bank. The filing reports pro forma combined total assets of $12.6 billion, deposits of $10.5 billion and loans of $9.6 billion, based on December 31, 2025 results, which gives shareholders a larger combined bank with a new Tennessee presence.
Each First Citizens common share converted into the right to receive 0.52 of a Park common share at the effective time.
Pro forma combined total assets of $12.6 billion, deposits of $10.5 billion and loans of $9.6 billion, as of December 31, 2025.
Jeffrey D. Agee, former First Citizens chairman and CEO, joined Park's 14-member board and will lead the new Tennessee Region.
Park's annual base salary for Agee is $560,982, under an employment agreement with Park National Bank.
Devon Energy and Coterra Energy signed a merger agreement on February 1, 2026, under which Coterra would merge into a Devon subsidiary and each Coterra share would convert into 0.70 Devon shares. Devon stockholders would own about 54% of the combined company and Coterra stockholders about 46%, and Devon expects $1 billion in annual pre-tax synergies by year-end 2027. Closing requires stockholder and regulatory approvals and is expected in the second quarter of 2026.
Exchange ratio of 0.70 Devon share for each Coterra share; the press release implies a combined enterprise value of about $58 billion based on Devon's January 30, 2026 closing price
Expected pre-tax synergies of $1 billion annually by year-end 2027
Termination fee of $865 million in certain circumstances; merger may be terminated if not completed by August 1, 2026, extendable for antitrust approvals
Post-merger board of 11 directors, with Clay Gaspar as CEO and Tom Jorden as Chair
Huntington Bancshares completed its acquisition of Cadence Bank effective February 1, 2026, with Cadence merging into The Huntington National Bank. Each Cadence common share was converted into 2.475 Huntington common shares, and the board expanded to 15 directors with three former Cadence directors added.
Each Cadence common share converted into 2.475 Huntington common shares; the total consideration was approximately 462 million Huntington shares.
Huntington issued 6,900 shares of its 5.50% Series L Preferred Stock, represented by 6,900,000 depositary shares, to former Cadence preferred holders.
Three former Cadence directors, James D. Rollins III, Virginia A. Hepner and Alice Rodriguez, joined the board, which grew to 15 members.
Cadence customer accounts are expected to convert to Huntington systems in mid-2026; the company said it intends to keep Cadence's 390 branches open.
On January 31, 2026, ESAB signed an agreement to buy Eddyfi for $1.45 billion in cash, subject to customary adjustments, with closing expected in mid-2026 pending regulatory approvals. On February 2, ESAB also agreed to sell $175.0 million of preferred stock and about $143 million of common stock in private placements, and it reported preliminary fourth-quarter and full-year 2025 results and a 2026 outlook that excludes Eddyfi.
Purchase price is $1.45 billion in cash; ESAB has a $1.0 billion 364-day bridge loan commitment from JPMorgan Chase Bank, N.A., and expects closing in mid-2026.
On February 2, 2026, ESAB agreed to sell 175,000 Series A mandatory convertible preferred shares ($175.0 million liquidation preference) and 1,254,255 common shares at $114.00 per share ($142,985,070 in total).
Preliminary full-year 2025 revenue is $2,842 million to $2,844 million, and diluted EPS from continuing operations is $4.08 to $4.10.
2026 preliminary outlook calls for Core revenue of $2,850 million to $2,950 million and Core aEPS of $5.70 to $5.90; the outlook does not include Eddyfi.
Fifth Third Bancorp completed its merger with Comerica Incorporated, which the company says creates the ninth-largest U.S. bank with about $294 billion in assets. Each Comerica common share converted into 1.8663 Fifth Third common shares, and three former Comerica directors joined Fifth Third's board. The filing does not give financial results for the combined company, and the press release lists integration and cost-savings risks.
Each Comerica common share converted into 1.8663 Fifth Third common shares, with cash paid in lieu of fractional shares.
Fifth Third assumed $1,790 million of Comerica parent notes and $626 million of Comerica Bank notes.
Michael G. Van de Ven, Barbara R. Smith and Derek J. Kerr joined the board, which increased to 16 directors.
A certificate of amendment creating 400,000 shares of New Fifth Third Preferred Stock took effect January 31, 2026 at 11:59 pm Eastern Time.
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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.