AI filing briefs · archive

8-K filings in February 2026, explained

1,589 material Form 8-K filings that 1,200 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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BOHBANK OF HAWAII CORP Feb 2, 8:21 PM ET

Bank of Hawaii CEO Peter Ho to retire March 31; James Polk named successor

Neutral leadership Written later 5.027.01

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
Read the filing on SEC.gov ↗

Broadridge adds Trish Mosconi and Chris Perry to board; director Brett Keller to resign

Neutral leadership Written later 5.02

Broadridge expanded its Board from eight to 10 members and appointed Trish Mosconi and Christopher Perry as directors, effective February 2, 2026. Director Brett Keller will resign effective April 30, 2026, and the filing says his decision did not result from any disagreement with the company. For shareholders, the filing reports a board change but no change to the chief executive or chief financial officer.

  • Board size increased from eight to 10 members effective February 2, 2026; eight of the 10 are independent, including Chairperson Eileen K. Murray.
  • Trish Mosconi joins the Audit and Compensation Committees; she is a Senior Advisor at Boston Consulting Group and previously served as Executive Vice President and Chief Strategy Officer at Synchrony Financial.
  • Christopher Perry, Broadridge's President since 2020 and an employee since 2014, joins the Board and will receive no additional compensation for the role.
  • Brett Keller, a director since 2015, resigns effective April 30, 2026, to take a full-time missionary leadership assignment in Japan.
Read the filing on SEC.gov ↗
SPXCSPX Technologies, Inc. Feb 2, 5:25 PM ET

SPX Technologies: President J. Randall Data to retire effective March 20, 2026

Neutral leadership Written later 5.02

SPX Technologies disclosed that J. Randall Data, its President of Global Operations and Data Center Solutions, informed the company on February 2, 2026 of his decision to retire. The retirement takes effect March 20, 2026, and the filing does not name a successor or describe any financial impact.

  • J. Randall Data, President, Global Operations and Data Center Solutions, will retire
  • Retirement effective March 20, 2026; notice given February 2, 2026
  • Filing does not name a successor or give reasons for the retirement
Read the filing on SEC.gov ↗
TEXTEREX CORP Feb 2, 5:17 PM ET

Terex completes $8.71-cash-plus-stock merger with REV Group, adds five REV directors

Neutral m&a Written later 2.015.028.01

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.
Read the filing on SEC.gov ↗
UTLUNITIL CORP Feb 2, 5:03 PM ET

Unitil revises executive equity pay practices and grants restricted shares to officers

Neutral leadership Written later 1.015.02

On January 27, 2026, Unitil's Compensation Committee approved revised practices for restricted stock awards to executive officers and senior managers, changing only the treatment of dividends on those awards. The same day, the company granted restricted and unrestricted shares to its CEO, CFO and other named executive officers, with vesting tied to return on equity and book value per share goals.

  • Revised practices approved January 27, 2026; prior practices adopted January 24, 2023
  • CEO Thomas P. Meissner, Jr. received 8,090 time-restricted and 8,090 performance-restricted shares, plus 310 unrestricted shares
  • Performance-restricted shares depend on three-year average return on common equity and book value per share growth for the period ending December 31, 2028
Read the filing on SEC.gov ↗

Armstrong World Industries GC Austin So to depart effective April 1, 2026

Neutral leadership Written later 5.02

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
Read the filing on SEC.gov ↗
LAZLazard, Inc. Feb 2, 5:00 PM ET

Lazard names Tracy Farr chief financial officer, succeeding Mary Ann Betsch

Neutral leadership Written later 5.027.018.01

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.
Read the filing on SEC.gov ↗
ESIElement Solutions Inc Feb 2, 4:48 PM ET

Element Solutions closes Micromax deal with $450 million term loan add-on

Neutral m&a Written later 1.012.038.01

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
Read the filing on SEC.gov ↗
WDWalker & Dunlop, Inc. Feb 2, 4:46 PM ET

Walker & Dunlop Amends PNC Warehouse Credit Agreement to Reduce SOFR-Based Rate

Neutral financing Written later 1.012.03

On January 29, 2026, Walker & Dunlop and its operating subsidiary amended their warehousing credit agreement with PNC Bank to, among other things, reduce the applicable daily floating Term SOFR rate. The company continues to guarantee the subsidiary's obligations under the amended agreement, so the change lowers the borrowing cost on this facility without changing the company's guarantee.

  • Sixteenth Amendment to the Second Amended and Restated Warehousing Credit and Security Agreement dated January 29, 2026, with PNC Bank, National Association, as lender
  • The amendment reduces the Applicable Daily Floating Term SOFR Rate; the filing does not state the amount of the reduction
  • The company continues to guarantee Walker & Dunlop, LLC's obligations under the agreement; the filing does not state the facility size
  • The amendment is filed as Exhibit 10.1 to the 8-K, which was signed February 2, 2026
Read the filing on SEC.gov ↗
EHCEncompass Health Corp Feb 2, 4:39 PM ET

Encompass Health appoints Cain A. Hayes to board of directors

Neutral leadership Written later 5.02

Encompass Health's board elected Cain A. Hayes as a director on January 30, 2026, and the company announced the appointment on February 2, 2026. The board has determined Hayes is independent under NYSE listing standards, and he has not yet been named to a committee. The filing reports no financial results or guidance, so the change is a board-composition update rather than a direct financial event.

  • Board elected Cain A. Hayes as director on January 30, 2026, on the recommendation of the Nominating/Corporate Governance Committee
  • Board has determined Hayes is independent under NYSE listing standards; no committee assignment yet
  • Hayes retired as president and CEO of Point32Health, Inc. in 2024 and previously led Gateway Health Plan, Inc.
  • Compensation follows the standard nonemployee director practices described in the April 1, 2025 proxy statement
Read the filing on SEC.gov ↗
NDSNNORDSON CORP Feb 2, 4:28 PM ET

Nordson Enters $1.2 Billion Revolving Credit Facility Maturing January 2031

Neutral financing Written later 1.012.03

Nordson signed an amended and restated credit agreement on January 30, 2026, creating a $1.2 billion senior unsecured multicurrency revolving credit facility that matures January 30, 2031. The company used proceeds to repay and retire $248.0 million of term loans under its prior credit facility.

  • Facility size: $1,200 million senior unsecured multicurrency revolving credit, maturing January 30, 2031
  • Sub-limits include $85 million for standby letters of credit, $100 million for swingline loans, and the equivalent of $425 million for certain multicurrency borrowings
  • Proceeds may fund working capital, acquisitions and general corporate purposes, including refinancing existing debt
  • Nordson used $248.0 million of proceeds to repay and retire term loans under its prior credit facility
Read the filing on SEC.gov ↗

United Airlines issues $1 billion of 5.375% senior notes due 2031

Neutral financing Written later 1.012.038.01

United Airlines Holdings issued $1 billion of 5.375% senior notes maturing March 1, 2031, in a public offering on February 2, 2026, with United Airlines, Inc. guaranteeing the notes. The filing describes covenants limiting liens and mergers, and redemption and change-of-control terms, but does not state how the proceeds will be used.

  • Principal amount of $1 billion, issued February 2, 2026, maturing March 1, 2031
  • Interest of 5.375% per year, paid semi-annually on March 1 and September 1, starting September 1, 2026
  • Redeemable before September 1, 2030 at the greater of par or a make-whole amount; at par plus accrued interest on or after that date
  • Holders may require repurchase at 101% of principal plus accrued interest after a change of control triggering event, unless redeemed or a third-party offer is made
Read the filing on SEC.gov ↗
EVTCEVERTEC, Inc. Feb 2, 4:26 PM ET

Evertec to acquire Dimensa for R$950 million, about $181 million

Neutral m&a Written later 1.017.01

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
Read the filing on SEC.gov ↗
SEZLSezzle Inc. Feb 2, 4:24 PM ET

Sezzle to report Q4 and full-year 2025 results on February 25, 2026

Neutral earnings Written later 2.02

Sezzle Inc. announced it will release its fourth quarter and full year 2025 results after the market close on February 25, 2026, with a conference call at 5:00 p.m. Eastern Time that day. The filing contains no financial results, so it gives shareholders a date to watch rather than new performance figures.

  • Fourth quarter and full year 2025 results due after market close on February 25, 2026
  • Conference call and webcast set for 5:00 p.m. ET on February 25, 2026
  • Management to appear at Wolfe Research FinTech Forum on March 10, 2026 and Oppenheimer Non-Deal Roadshow on March 11, 2026
Read the filing on SEC.gov ↗

Atlas Energy Solutions director Stacy Hock will not seek reelection at 2026 annual meeting

Neutral leadership Written later 5.02

Director Stacy Hock told Atlas Energy Solutions' board on January 28, 2026 that she does not intend to stand for reelection at the 2026 Annual Meeting of Shareholders. The company said her decision was not the result of any disagreement over operations, policies or practices, and she will remain on the board and its Compensation and Nominating and Corporate Governance committees until her term expires at that meeting.

  • Stacy Hock informed the board on January 28, 2026 of her intent not to seek reelection.
  • She will continue to serve as a director and committee member until her current term expires at the 2026 Annual Meeting.
  • The company states the decision was not due to any disagreement with the company.
Read the filing on SEC.gov ↗
PLMRPalomar Holdings, Inc. Feb 2, 4:18 PM ET

Palomar completes $311 million Gray Surety acquisition and $450 million financing

Neutral m&a Written later 1.012.012.037.01

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
Read the filing on SEC.gov ↗
GNLXGENELUX Corp Feb 2, 4:16 PM ET

Genelux updates corporate presentation with business and strategic updates

Neutral other Written later 7.01

Genelux Corporation updated its corporate presentation on February 2, 2026, with what it describes as certain business and strategic updates. The filing is a routine furnishing of investor materials, and the filing itself does not state specific financial figures or new guidance.

  • Corporate presentation updated February 2, 2026, and posted to the Investors section of investors.genelux.com
  • Presentation furnished as Exhibit 99.1 under Regulation FD and not deemed filed under Section 18 of the Exchange Act
  • Filing does not include financial results, guidance, or the specific content of the strategic updates in the body text
Read the filing on SEC.gov ↗
XELXCEL ENERGY INC Feb 2, 4:16 PM ET

Xcel Energy borrows $750 million under new $1.5 billion 364-day term loan

Neutral financing Written later 1.012.03

Xcel Energy entered into a $1.5 billion 364-day delayed draw term loan on January 30, 2026, and borrowed $750 million under it for general corporate purposes. The loan is unsecured, matures January 30, 2027, and carries interest tied to Term SOFR plus 85.0 basis points. For shareholders, the filing discloses new borrowing and the covenants attached to it, but it does not report earnings or guidance.

  • Facility size: $1.5 billion 364-day delayed draw term loan with U.S. Bank National Association as administrative agent, dated January 30, 2026
  • Amount borrowed: $750 million, to be used for general corporate operations
  • Pricing: Term SOFR plus 85.0 basis points, or an alternate base rate; matures January 30, 2027
  • Covenant: consolidated funded debt to total capitalization of 70 percent or less
Read the filing on SEC.gov ↗
SMPLSimply Good Foods Co Feb 2, 4:15 PM ET

Simply Good Foods appoints Joseph Scalzo to board; shareholders approve new equity plan

Neutral leadership Written later 5.025.07

At its January 28, 2026 annual meeting, Simply Good Foods stockholders elected 10 director nominees, approved a new Simply Good Foods Incentive Plan, and approved the advisory say-on-pay vote. The board also appointed Joseph E. Scalzo, an employee, as a director to fill the vacancy left by Geoff E. Tanner's departure on January 18, 2026.

  • Joseph E. Scalzo appointed to the board on January 28, 2026, to serve until the 2027 annual meeting; he will not receive extra board pay and will not sit on any committee.
  • Stockholders approved the 2025 Plan, which replaces the 2017 Omnibus Incentive Plan; no further grants will be made under the prior plan.
  • Say-on-pay passed with 76,530,934 votes for and 2,777,254 against; Deloitte & Touche LLP was ratified as auditor with 82,771,063 votes for.
Read the filing on SEC.gov ↗
AMKRAMKOR TECHNOLOGY, INC. Feb 2, 4:11 PM ET

Amkor names Cherie Buntyn senior vice president and chief accounting officer

Neutral leadership Written later 5.02

Amkor Technology appointed Cherie Buntyn as Senior Vice President and Chief Accounting Officer on February 2, 2026, making her the company's principal accounting officer. Her starting annual base salary is $300,000, with a target annual incentive of 35% of base salary under the company's annual incentive plan.

  • Appointed effective February 2, 2026 as Senior Vice President and Chief Accounting Officer, serving as principal accounting officer
  • Starting annual base salary of $300,000 and target annual incentive of 35% of base salary
  • Previously Vice President, Chief Accounting Officer at SurveyMonkey from June 2022 to June 2025; earlier held roles at FLIR Systems and Intel Corporation
  • Certified Public Accountant; B.S. in Accounting from Santa Clara University
Read the filing on SEC.gov ↗
COFCAPITAL ONE FINANCIAL CORP Feb 2, 4:09 PM ET

Capital One closes $3 billion sale of two fixed-to-floating rate senior notes

Neutral financing Written later 8.01

Capital One Financial closed on February 2, 2026, a public offering of $3 billion in senior notes, split into two $1.5 billion tranches due 2032 and 2037. The notes were sold under an underwriting agreement dated January 29, 2026, and were registered on Form S-3. The filing is a debt financing that adds to the company's long-term borrowings, and it does not report earnings or guidance.

  • Two tranches of $1.5 billion each: 4.722% notes due 2032 and 5.399% notes due 2037
  • Closed February 2, 2026 under an underwriting agreement dated January 29, 2026
  • Underwriters include Barclays Capital, J.P. Morgan, Morgan Stanley, Wells Fargo Securities and Capital One Securities
Read the filing on SEC.gov ↗
ACIAlbertsons Companies, Inc. Feb 2, 4:06 PM ET

Albertsons issues $2.1 billion of senior notes to refinance 2027 and 2028 debt

Neutral financing Written later 1.01

On February 2, 2026, Albertsons Companies issued $1.2 billion of 5.625% senior notes due 2032 and $900 million of additional 5.750% senior notes due 2034. The company plans to use the proceeds with cash on hand to redeem in full its $1,350 million 4.625% notes due 2027 and its $750 million 5.875% notes due 2028, which replaces that debt with new notes maturing in 2032 and 2034.

  • $1.2 billion of 5.625% senior notes due March 31, 2032, with interest payable semi-annually starting July 15, 2026
  • $900 million of additional 5.750% senior notes due March 31, 2034, issued under the November 10, 2025 indenture
  • Proceeds plus cash on hand will redeem all $1,350 million of 4.625% notes due January 15, 2027 and all $750 million of 5.875% notes due February 15, 2028
  • The notes are unsecured and were sold under Rule 144A and Regulation S, so they are not registered under the Securities Act
Read the filing on SEC.gov ↗
PENGPenguin Solutions, Inc. Feb 2, 4:06 PM ET

Penguin Solutions CEO Mark Adams retires; Kash Shaikh named President and CEO effective Feb. 2

Neutral leadership Written later 5.027.01

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
Read the filing on SEC.gov ↗
HRLHORMEL FOODS CORP /DE/ Feb 2, 4:05 PM ET

Hormel Foods shareholders approve 2026 equity plan and elect all 12 directors

Neutral shareholder Written later 5.025.07

At its January 27, 2026 annual meeting, Hormel Foods stockholders approved a 2026 Equity and Incentive Compensation Plan that adds 18,000,000 new shares, and they re-elected all twelve director nominees. The board also adopted an Executive Severance Plan effective January 31, 2026, which sets severance terms for selected officers, and the new equity plan will dilute existing holders as awards are granted.

  • Stockholders approved the 2026 Plan with 404,954,106 votes for (87.2%) and 58,599,558 against (12.6%)
  • The plan adds 18,000,000 new shares; 21,951,785 shares were available for awards as of January 27, 2026
  • All twelve director nominees were elected to serve until the 2027 annual meeting
  • The Executive Severance Plan sets the CEO severance factor at 2.0 and other participants at 1.0
Read the filing on SEC.gov ↗

Heritage Financial completes Olympic Bancorp merger, issuing about 7,167,600 shares

Neutral m&a Written later 2.017.01

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
Read the filing on SEC.gov ↗

Advanced Drainage Systems closes $1.0 billion acquisition of NDS from Norma Group

Neutral m&a Written later 2.017.01

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
Read the filing on SEC.gov ↗
DCIDONALDSON Co INC Feb 2, 8:44 AM ET

Donaldson to buy Facet Filtration for $820 million in cash

Neutral m&a Written later 1.017.01

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
Read the filing on SEC.gov ↗
TXTTEXTRON INC Feb 2, 8:08 AM ET

Textron elects Otis CFO Cristina Méndez to board, effective February 15, 2026

Neutral leadership Written later 5.02

Textron's board elected Cristina Méndez, Executive Vice President and Chief Financial Officer of Otis Worldwide, as a director effective February 15, 2026. She will serve on the Audit and Nominating and Corporate Governance Committees, and the board determined she is independent under NYSE standards.

  • Méndez elected to the board on January 30, 2026, effective February 15, 2026
  • She is CFO of Otis Worldwide, where she was appointed in 2024
  • Serves on Audit Committee and Nominating and Corporate Governance Committee
  • Board determined she is independent under NYSE listing standards and qualifies as an audit committee financial expert
Read the filing on SEC.gov ↗
PRKPARK NATIONAL CORP /OH/ Feb 2, 8:00 AM ET

Park National completes First Citizens merger, adds Tennessee region

Neutral m&a Written later 2.015.028.01

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.
Read the filing on SEC.gov ↗
DVNDEVON ENERGY CORP/DE Feb 2, 7:53 AM ET

Devon Energy agrees to all-stock merger with Coterra Energy in $58 billion deal

Neutral m&a Written later 1.015.027.01

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
Read the filing on SEC.gov ↗

Huntington completes Cadence Bank merger, issuing about 462 million shares

Neutral m&a Written later 2.013.035.025.038.01

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.
Read the filing on SEC.gov ↗
TTMITTM TECHNOLOGIES INC Feb 2, 7:05 AM ET

TTM Technologies adds Daniel Korte and Ryan McCarthy to board; Thomas Edman retires

Neutral leadership Written later 5.027.01

TTM Technologies said two new independent directors, Daniel G. Korte and Ryan D. McCarthy, will join its board effective May 7, 2026, filling seats left by the retirements of director Thomas T. Edman, former CEO, and John G. Mayer, who must retire under the company's age-75 policy. The filing involves board composition only and reports no financial results, so it does not change reported revenue, profit or guidance.

  • Thomas T. Edman, a Class I director and former President and CEO, retires from the board effective May 7, 2026, after the 2026 annual meeting.
  • Daniel G. Korte is appointed Class I director with a term expiring at the 2028 annual meeting; his appointment is subject to approval from the Defense Counterintelligence and Security Agency.
  • Ryan D. McCarthy, former U.S. Secretary of the Army, is appointed Class III director with a term expiring at the 2027 annual meeting, succeeding John G. Mayer, who reaches mandatory retirement age of 75.
Read the filing on SEC.gov ↗
STAASTAAR SURGICAL CO Feb 2, 7:00 AM ET

STAAR Surgical names Warren Foust and Deborah Andrews interim co-CEOs

Neutral leadership Written later 5.027.01

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.
Read the filing on SEC.gov ↗
ESABESAB Corp Feb 2, 6:57 AM ET

ESAB agrees to acquire Eddyfi for $1.45 billion, reports Q4 2025 preliminary results

Neutral m&a Written later 1.012.023.027.01

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.
Read the filing on SEC.gov ↗
FITBFIFTH THIRD BANCORP Feb 2, 6:52 AM ET

Fifth Third closes Comerica merger, creating ninth-largest U.S. bank

Neutral m&a Written later 2.012.033.035.025.038.01

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.
Read the filing on SEC.gov ↗

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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.