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).
Bank of Hawaii Chairman and CEO Peter S. Ho will retire on March 31, 2026, after a 33-year career with the company. President and Chief Banking Officer James C. Polk will become President and CEO on April 1, 2026, and join the Board, while Raymond P. Vara, Jr. becomes Non-Executive Chairman on the same date. The filing describes a planned succession, though it reports no financial results.
Peter S. Ho retires as CEO and from the Board effective March 31, 2026; he will serve as a consultant through the end of 2027
James C. Polk becomes President and CEO effective April 1, 2026, with an annual base salary of $825,000
Raymond P. Vara, Jr., Lead Independent Director, becomes Non-Executive Chairman effective April 1, 2026
PepsiCo reported fourth-quarter 2025 net revenue of $29.3 billion, up from $27.8 billion a year earlier, and EPS of $1.85 versus $1.11. For the full year, net revenue rose 2.3% to $93.9 billion, but EPS fell to $6.00 from $6.95, mainly due to impairment charges of $1.99 billion, primarily related to the Rockstar brand. The company affirmed its 2026 guidance and raised its annualized dividend 4% to $5.92 per share, while announcing a new buyback of up to $10 billion through February 28, 2030.
Q4 2025 net revenue $29,343 million vs. $27,784 million; EPS $1.85 vs. $1.11 (up 68%)
Full-year 2025 net revenue $93,925 million vs. $91,854 million (up 2.3%); EPS $6.00 vs. $6.95 (down 14%)
Full-year 2025 impairment of intangible assets $1,993 million, primarily related to the Rockstar brand
2026 guidance affirmed: organic revenue growth 2% to 4%, core constant currency EPS growth 4% to 6%; dividend to $5.92 from $5.69 per share, payable June 2026
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.
Ashland reported first-quarter fiscal 2026 sales of $386 million, down 5% from $405 million a year earlier, and Adjusted EBITDA of $58 million, down 5%. The company narrowed its full-year Adjusted EBITDA guidance to $400 million to $420 million from $400 million to $430 million, citing about $11 million of temporary impacts from the Calvert City startup delay and weather disruptions, isolated to the second quarter.
Sales $386 million, down 5% from $405 million; Adjusted EBITDA $58 million, down 5% from $61 million
Net loss of $12 million, or $(0.26) per diluted share, versus a $165 million loss a year earlier that included the Avoca impairment
Fiscal 2026 Adjusted EBITDA guidance narrowed to $400 million to $420 million from $400 million to $430 million
Calvert City startup delay and recent weather disruptions cited for approximately $11 million of temporary impacts in the second quarter
Armstrong World Industries disclosed that its General Counsel, Austin K. So, has agreed to separate from the company effective April 1, 2026, as part of a broader board and management transition. The filing also references previously announced appointments of a new Executive Chair and a new President and Chief Executive Officer, effective the same date.
Separation agreement with Senior Vice President, General Counsel, Austin K. So finalized January 27, 2026; effective April 1, 2026
Separation is part of a broader board and management transition also effective April 1, 2026
No changes to Mr. So's compensatory arrangements; benefits governed by a Severance Agreement dated February 1, 2022 and applicable equity award agreements
Lazard, Inc. appointed Tracy Farr, a Managing Director in its Capital Structure Advisory group, as Chief Financial Officer effective February 1, 2026. Mary Ann Betsch steps down as CFO and serves as Senior Advisor to the CEO through June 30, 2026, when her service ends. The filing reports no financial results; the press release says fourth quarter and full year 2025 results were announced the same day, but the figures are not included in this filing.
Farr's salary rises to $750,000 and he is eligible for a discretionary annual bonus set by the Compensation Committee.
Betsch will receive a full 2025 annual bonus equal to her 2024 bonus, but no pro rata bonus for 2026.
Lazard expects deferred incentive awards originally due to vest March 1, 2026 to vest and settle on one or more earlier dates in February 2026.
Farr must give three months' written notice to terminate his employment.
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
New Jersey Resources reported first-quarter fiscal 2026 net income of $122.5 million ($1.22 per share), down from $131.3 million a year earlier, as the prior-year period included a gain on the sale of Clean Energy Ventures' residential solar assets. The company raised its fiscal 2026 net financial earnings per share guidance to $3.28 to $3.43 from $3.03 to $3.18, a $0.25 increase, citing Energy Services performance in January 2026.
Q1 net income $122.5 million ($1.22 per share) vs. $131.3 million ($1.32) a year earlier; net financial earnings $118.2 million ($1.17 per share) vs. $128.9 million ($1.29)
Fiscal 2026 NFEPS guidance raised to $3.28 to $3.43 from $3.03 to $3.18; long-term 7% to 9% NFEPS growth target maintained
Total operating revenues rose to $604.9 million from $488.4 million; Energy Services NFE increased to $16.3 million from $7.8 million
Clean Energy Ventures NFE fell to $9.6 million from $48.1 million, mainly due to the November 2024 one-time gain on sale
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
Fabrinet reported fiscal second-quarter 2026 revenue of $1,132.9 million, up from $833.6 million a year earlier, with GAAP diluted earnings per share of $3.11 versus $2.38. The company said both measures exceeded its guidance ranges and issued third-quarter guidance of $1.15 billion to $1.20 billion in revenue and $3.22 to $3.37 in GAAP diluted EPS, which points to continued growth for shareholders to watch.
Q2 revenue was $1,132.9 million versus $833.6 million in the prior-year quarter.
GAAP net income was $112.6 million; GAAP diluted EPS was $3.11 versus $2.38; non-GAAP diluted EPS was $3.36 versus $2.61.
Q3 guidance (quarter ending March 27, 2026): revenue of $1.15 billion to $1.20 billion; GAAP EPS of $3.22 to $3.37; non-GAAP EPS of $3.45 to $3.60.
Non-GAAP free cash flow was negative $5.3 million in Q2, compared with $94.0 million a year earlier.
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
Healthpeak reported fourth-quarter 2025 diluted net income of $0.16 per share, up from $0.01 a year earlier, while full-year 2025 net income fell to $0.10 per share from $0.36 in 2024. It set 2026 guidance of $0.34 to $0.38 per share for diluted earnings and $1.70 to $1.74 per share for Nareit FFO, which is below the $1.81 it reported for 2025. The company also plans an initial public offering of Janus Living, a senior housing REIT, expected in the first half of 2026.
Q4 2025: net income $0.16 per share vs. $0.01 a year earlier; Nareit FFO $0.47 vs. $0.44; AFFO $0.40 vs. $0.44
Full-year 2025: net income $0.10 per share vs. $0.36 in 2024; Nareit FFO $1.81 vs. $1.61
2026 guidance: diluted EPS $0.34 to $0.38; Nareit FFO $1.70 to $1.74 per share
Board declared $0.305 per share in dividends for Q1 2026; Janus Living IPO expected in the first half of 2026
Penguin Solutions said CEO Mark Adams retired and resigned from the Board effective February 1, 2026, and that Kash Shaikh, former CEO of Securonix, became President and CEO and a Class III director effective February 2, 2026. The filing discloses Shaikh's offer letter with a $890,000 base salary, a $2,000,000 sign-on bonus, and equity grants, and a nine-month consulting agreement for Adams at $24,722 per month. The filing does not report financial results, so its effect on shareholders depends on how the new CEO's strategy plays out.
Mark Adams resigned as President, CEO and director effective February 1, 2026; the resignation was not due to any disagreement with the Company
Kash Shaikh becomes President and CEO and a Class III director effective February 2, 2026
Shaikh's offer letter: $890,000 base salary, bonus target of 125% of salary, and a $2,000,000 sign-on bonus
Shaikh's equity grants include 238,188 initial time-based RSUs and 238,188 stock price appreciation PSUs; Adams receives $24,722 per month in consulting fees for nine months
Palantir reported fourth-quarter 2025 revenue of $1.407 billion, up 70% from a year earlier, and diluted GAAP EPS of $0.24, compared with $0.03 in the prior-year quarter. The company also guided full-year 2026 revenue to $7.182-$7.198 billion, which shows the revenue growth it expects to continue into the new year.
Q4 2025 revenue of $1.407 billion, up 70% year over year; U.S. commercial revenue up 137% to $507 million
Q4 2025 GAAP net income of $609 million and diluted GAAP EPS of $0.24, versus $0.03 a year earlier
FY 2026 outlook: revenue of $7.182-$7.198 billion and adjusted free cash flow of $3.925-$4.125 billion
Woodward reported first-quarter fiscal 2026 results, with net sales of $996 million (up 29%) and diluted EPS of $2.17 (up 53%). The company raised its full-year fiscal 2026 sales growth and EPS guidance, which it says reflects first-quarter outperformance and a strong demand environment.
Net sales $996 million, up 29%; net earnings $134 million, up 54%; EPS $2.17 versus $1.42
Revised FY26 sales growth guidance of up 14% to 18%, up from 7% to 12%
Revised FY26 EPS guidance of $8.20 to $8.60, up from $7.50 to $8.00
Free cash flow of $70 million for the quarter; FY26 free cash flow guidance of $300 million to $350 million unchanged
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
Gibraltar closed its all-cash acquisition of OmniMax International, valued at $1.335 billion and subject to customary adjustments, on February 2, 2026. The deal was funded with new credit facilities, including $1.3 billion in term loans and a $500 million revolver, and the company's prior credit facility was terminated and repaid, so shareholders will see substantially higher debt alongside the company's stated synergy and deleveraging targets.
Acquisition closed February 2, 2026 at a value of $1.335 billion, all cash, subject to customary post-closing adjustments
New Credit Agreement with Bank of America, N.A. as administrative agent includes $500.0 million revolver, $650.0 million Term Loan A and $650.0 million Term Loan B
Management targets $27 million of cost synergies, with $35 million by the end of year three, and deleveraging to 2.0-2.5x within 24 months
Credit agreement sets maximum total net leverage of 5.25:1.00, stepping down to 4.25:1.00, and minimum interest coverage of 3.00:1.00
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.
Lumen Technologies completed the sale of its Mass Markets fiber-to-the-home business in 11 states to AT&T on February 2, 2026, for $5.75 billion in cash, subject to adjustments. The company plans to use about $4.8 billion of proceeds and cash on hand to redeem super priority notes and repay term loans, which it says will cut annual interest expense by about $300 million.
Cash consideration of $5.75 billion, subject to working capital and other purchase price adjustments, received at the February 2, 2026 closing
About $4.8 billion of proceeds and cash on hand to be used to redeem secured notes and repay term loans
Lumen expects annual interest expense to fall by about $300 million and total debt to drop below $13 billion
Lumen keeps its fiber backbone network, central offices and copper-based consumer services; management will discuss the deal on the Q4/full-year 2025 earnings call on February 3
STAAR Surgical appointed Warren Foust, its President and Chief Operating Officer, and Deborah Andrews, its Chief Financial Officer, as interim co-Chief Executive Officers effective February 1, 2026, after Stephen C. Farrell stepped down as CEO effective January 31, 2026. The Board has started a global search for a permanent CEO, and the filing describes the interim arrangement as a period of transition.
Stephen C. Farrell stepped down as CEO effective January 31, 2026, under a Cooperation Agreement with Broadwood Partners, L.P. dated January 14, 2026.
Each interim co-CEO receives restricted stock units with a grant date fair value of $375,000, vesting August 1, 2026.
The interim term ends on the earlier of August 1, 2026 or the public announcement of a new CEO; a Search Committee chaired by Lilian Y. Zhou is leading the search.
Under a letter agreement with Mr. Foust dated February 1, 2026, additional payments apply if he is not offered the CEO position, including a $250,000 cash recognition and retention award installment in certain cases.
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.
Tenet Healthcare said its 2025 Adjusted EBITDA is expected to come in at the upper end of its $4.47 billion to $4.57 billion guidance range, based on preliminary figures that are not yet final. The company also completed a transaction with CommonSpirit Health that ends CommonSpirit's 23.8% stake in Conifer Health Solutions and gives Tenet about $1.9 billion in payments over three years, which Tenet says reduces its balance sheet liabilities by about $885 million.
Expected 2025 Adjusted EBITDA is at the upper end of the $4.47 billion to $4.57 billion guidance range; final results are due February 11, 2026
CommonSpirit to pay Tenet about $1.9 billion in annual installments over the next three years
Conifer redeems CommonSpirit's 23.8% equity stake for $540 million, effective January 1, 2026
Revenue cycle services for CommonSpirit end at the close of 2026; balance sheet liabilities fall about $885 million and paid-in capital rises about $305 million
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.