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).
Eaton entered into an $8 billion senior unsecured delayed draw term loan on February 6, 2026, with a December 31, 2026 maturity. The same day, the company's $3 billion revolving credit agreement was increased to $4 billion. The filing says the new term loan can be drawn in a single draw on the closing date, and that the company will pay ticking fees on the undrawn amount starting 60 days after February 6, 2026. For shareholders, this adds up to $8 billion in committed borrowing that the company may draw on, and the filing does not state the purpose of the funds.
$8 billion senior unsecured delayed draw term loan dated February 6, 2026, maturing December 31, 2026, with Citibank as administrative agent
Revolving credit commitments increased from $3 billion to $4 billion under a Commitment Increase Agreement, on terms otherwise unchanged
Ticking fees apply from 60 days after February 6, 2026 until the earlier of maturity or funding, based on Eaton's senior unsecured debt ratings from S&P and Moody's
Regency Centers said director C. Ronald Blankenship notified the company on February 4, 2026, that he will not stand for re-election and will retire from the Board when his current term expires, immediately after the 2026 Annual Meeting of Shareholders. The company said the retirement was not due to any disagreement over its operations, policies or practices, and it thanked him for 25 years of service.
Notice of intention to retire given on February 4, 2026
Retirement takes effect upon expiration of current term, immediately after the 2026 Annual Meeting of Shareholders
Mr. Blankenship served 25 years, described by the Board as a leader of the Board
Company states retirement was not due to any disagreement with the company
Independence Realty Trust's General Counsel and Secretary, Michele Weisbaum, will retire on or about March 31, 2026, as previously disclosed. The Compensation Committee approved a consulting arrangement under which she will help transition her duties at $30,000 per month through December 31, 2026, unless ended sooner.
Michele Weisbaum, Executive Vice President, General Counsel and Secretary, retires on or about March 31, 2026
Compensation Committee approved her consulting engagement on February 3, 2026
Consulting fee is $30,000 per month, expected to run through December 31, 2026
On February 6, 2026, Dana's Board approved performance-vested restricted stock units for eligible participants, including named executive officers other than CEO Bruce McDonald, under the 2021 Omnibus Incentive Plan. The units vest based on pre-set stock price targets over January 1, 2026 through December 31, 2029, plus continued employment, and could pay out from zero to three times target. The grant is a compensation arrangement rather than a leadership change, so its direct effect on shareholders depends on how many shares are ultimately earned.
Board approval date: February 6, 2026
Performance period: January 1, 2026 through December 31, 2029
Payout range: zero to three times target, based on stock price targets and continued employment
Shares settle in two equal installments in early 2030 and early 2031; award form filed as Exhibit 10.1
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
On February 3, 2026, Capital One's Compensation Committee and independent directors approved a $40 million total pay package for Chairman and CEO Richard Fairbank for 2025 performance, and set his 2026 compensation plan. The filing also adopts an executive cash severance policy and a change of control severance plan, both effective March 1, 2026, which set limits on future executive severance terms.
2025 pay package totals $40 million: $2.5 million in RSUs granted February 4, 2025, plus a $37.5 million year-end incentive award
The $37.5 million incentive includes $24.8 million in performance shares tied to 2026 to 2028 performance, a $6.7 million deferred cash bonus, and RSUs with a $6.0 million grant date value
Cash Severance Policy, effective March 1, 2026, bars new executive severance above 2.99 times base salary plus target bonus without stockholder ratification
UPS disclosed that director Kevin M. Warsh would resign from the company's Board if the Senate confirms him as Chairman of the Federal Reserve Board of Governors, a nomination announced by President Trump on January 30, 2026. Warsh told the company on February 2, 2026, that his decision was not due to any disagreement with UPS on its operations, policies or practices. The filing does not describe any change to UPS operations or financial results.
President Trump announced intent to nominate Kevin M. Warsh as Fed Chairman on January 30, 2026, subject to Senate confirmation.
Warsh informed UPS on February 2, 2026, that he would resign as a director if confirmed.
The company states the decision was not due to any disagreement on operations, policies or practices.
Owens Corning director Maryann T. Mannen told the board on February 4, 2026, that she will not stand for re-election at the 2026 Annual Meeting of Stockholders. The company said her decision is not due to any disagreement over its operations, policies or practices, and the board plans to cut its size from ten directors to nine at that meeting.
Maryann T. Mannen advised the board on February 4, 2026, that she will not stand for re-election.
Her departure takes effect at the 2026 Annual Meeting of Stockholders.
The company said the decision does not stem from any disagreement with the company.
The board intends to reduce its size from ten directors to nine after the meeting.
Acadia Realty Trust said Senior Vice President and Chief Administrative Officer Joseph Napolitano will retire effective on or about April 1, 2026, and that his departure is not due to any disagreement with the company on operations, policies, practices, or accounting. The company does not plan to name a successor, and his responsibilities will be shifted to other members of management.
Joseph Napolitano notified the company of his retirement on February 3, 2026
Retirement effective on or about April 1, 2026
No disagreement with the company on operations, policies, practices, or accounting cited
No successor CAO planned; duties reallocated to other management members
Liberty Energy completed a private offering of $700.0 million of 0.00% convertible senior notes due March 1, 2031, including a $70.0 million option that the initial purchasers exercised in full. The company plans to use the net proceeds of about $746.0 million to fund capped call transactions, repay debt under its July 24, 2025 credit agreement, and for general corporate purposes. The notes add debt, but they carry no regular interest and their conversion price of about $34.50 per share, with capped calls offsetting part of the potential dilution, could affect existing holders.
$700.0 million of 0.00% convertible senior notes due March 1, 2031, sold to initial purchasers; a $70.0 million option was exercised in full on February 4, 2026
Net proceeds of approximately $746.0 million, of which about $109.3 million funded the capped call transactions
Initial conversion price of about $34.50 per share, a premium of about 32.5% over the $26.04 closing price on February 3, 2026; initial capped call cap price of about $65.10
Remaining proceeds intended to repay indebtedness under the Credit Agreement dated July 24, 2025 and for general corporate purposes
On February 6, 2026, NXP B.V. and NXP Funding LLC amended and restated their revolving credit agreement with Barclays Bank PLC as administrative agent, providing $3 billion of senior unsecured revolving credit commitments. The facility matures February 6, 2031, and is guaranteed by NXP Semiconductors N.V. and NXP USA, Inc. For shareholders, the filing describes a renewed committed credit line with a 3.00 to 1.00 minimum interest coverage covenant, but it does not state whether any amount has been drawn.
Facility: $3 billion senior unsecured revolving commitments, including a $200 million letters of credit sub-facility
Maturity: February 6, 2031
Pricing: Term SOFR plus 0.75% to 1.25%, or base rate plus 0.0% to 0.25%, based on senior unsecured credit rating; commitment fee 0.065% to 0.15% on undrawn amounts
Covenant: consolidated interest coverage ratio of at least 3.00 to 1.00 at each fiscal quarter end
Mohawk Industries said Paul De Cock, its Chief Operating Officer, will also serve as interim president of the Flooring Rest of World segment, succeeding Wim Messiaen, who resigned on February 5, 2026 to pursue other interests. The filing says there will be no material change to De Cock's compensation, and it does not report any financial results or guidance, so the change is administrative in scope until a permanent successor is named.
Paul De Cock named interim president of Flooring Rest of World, effective immediately, until a permanent successor is found
Wim Messiaen resigned as segment president on February 5, 2026 to pursue other interests
De Cock, age 52, remains Chief Operating Officer, a role he has held since February 1, 2025
No material change to De Cock's compensation tied to the interim appointment
On February 6, 2026, United Airlines Holdings, Inc. issued $1,000,000,000 of 4.875% senior notes due March 1, 2029 in a public offering, guaranteed by its subsidiary United Airlines, Inc. The notes were sold under a shelf registration and an underwriting agreement dated February 3, 2026, and the filing does not state how the proceeds will be used.
Principal amount: $1,000,000,000; interest of 4.875% per year, paid semi-annually on March 1 and September 1, starting September 1, 2026
Maturity: March 1, 2029; UAL may redeem before December 1, 2028 at the greater of par or a make-whole amount, and at par plus accrued interest on or after that date
Covenants limit liens securing borrowed money or capital leases and mergers or asset transfers, subject to exceptions; holders may require repurchase at 101% of principal upon a Change of Control Triggering Event
Underwriters acting through Barclays Capital Inc. and BofA Securities, Inc.; issued under the Base Indenture dated May 7, 2013 with The Bank of New York Mellon Trust Company, N.A. as trustee
Travelers said director Laurie J. Thomsen notified the company on February 3, 2026 that she will not seek re-election to its Board at the 2026 Annual Meeting of Shareholders. She will serve out her current term, which ends at that meeting, and the company said her decision was not due to any disagreement with management or the Board.
Notice given February 3, 2026, disclosed in an 8-K dated February 6, 2026
Laurie J. Thomsen will not stand for re-election at the 2026 Annual Meeting of Shareholders
Her term runs until that meeting; the filing states no disagreement with management or the Board
Hewlett Packard Enterprise disclosed that director Raymond E. Ozzie does not intend to seek re-election at its 2026 Annual Meeting of Stockholders. His board term will end when his current term expires at that meeting, which is expected to be held on April 1, 2026. The filing gives no reason for his decision and does not name a replacement.
Director Raymond E. Ozzie will not stand for re-election at the 2026 Annual Meeting of Stockholders.
His term ends at the 2026 Annual Meeting, expected to be held on April 1, 2026.
The filing states Ozzie notified the board on February 3, 2025; the 8-K itself is dated February 6, 2026.
Waystar Holding Corp. disclosed that Chief Business Officer Eric (Ric) Sinclair III notified the company on February 2, 2026 of his intention to resign effective March 2, 2026, to join another company. The company says the departure is not due to any disagreement over its operations, policies, or practices, and he will receive his 2025 annual bonus with no other severance.
Resignation notified February 2, 2026; effective March 2, 2026
Role: Chief Business Officer
No disagreement with the company or its Board cited as the reason
Separation payment limited to his 2025 annual bonus, paid under standard practices; no other severance
At its February 5, 2026 annual meeting, PriceSmart stockholders re-elected all 11 board nominees, approved on an advisory basis the pay of named executive officers for fiscal 2025, and ratified Ernst & Young LLP as auditor for the fiscal year ending August 31, 2026. The same day, the board declared an annual cash dividend of $1.40 per share, paid in two installments, which sets the income return for shareholders of record. The board said future dividends remain subject to its review of financial performance, capital needs and macroeconomic conditions.
Eleven directors re-elected, including Robert E. Price and David N. Price; no nominee was rejected in the filing
Say-on-pay proposal: 28,290,908 votes for and 413,826 against, with 10,453 abstentions and 793,761 broker non-votes
Auditor ratification: 29,255,505 votes for, 245,750 against and 7,693 abstentions
Dividend of $1.40 per share: $0.70 payable February 27, 2026 (record date February 17, 2026) and $0.70 payable August 31, 2026 (record date August 17, 2026)
Marriott International disclosed that director Debra L. Lee, who chairs the Inclusion and Social Impact Committee, informed the company on February 3, 2026 that she will not stand for re-election at its 2026 annual shareholder meeting. The filing states she did not decline because of any disagreement with Marriott's operations, policies or practices.
Debra L. Lee informed Marriott on February 3, 2026 that she will not stand for re-election
Lee chairs the Board's Inclusion and Social Impact Committee
Marriott's filing says the decision was not due to any disagreement with company operations, policies or practices
Agape ATP Corporation plans a 1-for-50 reverse stock split of its common stock on February 9, 2026, with shares trading on a split-adjusted basis on the Nasdaq Capital Market from February 10, 2026. Stockholders approved an amendment at the January 30, 2026 annual meeting allowing the board to carry out reverse splits, and the board chose this ratio. The split reduces the number of outstanding shares by a factor of 50, and the authorized share count is not changed.
Reverse split ratio is 1-for-50, effective February 9, 2026, per the filing and press release
Split-adjusted trading on Nasdaq begins February 10, 2026, under the unchanged symbol ATPC
Common stock receives new CUSIP number 008389306; fractional shares are rounded up to the nearest whole share
Stock option and award terms, including exercise prices and share counts, will be adjusted proportionally
Atmus Filtration Technologies appointed Heath Sharp, CEO and Managing Director of Reliance Worldwide Corporation, as a director on February 5, 2026, increasing the board from seven to eight members. Sharp was named to the Audit and Nominating and Governance Committees and qualifies as independent under NYSE standards, a change that adds an outside industrial executive to board oversight.
Appointed February 5, 2026; serves as a Class III director until the next Annual Meeting of Stockholders
Board size increased from seven to eight directors
Named to the Audit Committee and Nominating and Governance Committee
Currently CEO since 2015 and Managing Director since 2016 at Reliance Worldwide Corporation (ASX: RWC)
Marvell Technology filed a prospectus supplement to its automatic shelf registration statement on Form S-3 on February 6, 2026, covering the issuance and sale of securities. The 8-K was filed only to attach a legal opinion from Wilson Sonsini Goodrich & Rosati on the legality of those securities, so the filing does not state the amount, type, or price of any securities.
Prospectus supplement filed February 6, 2026 under Registration No. 333-285742 (Form S-3 automatic shelf).
Legal opinion from Wilson Sonsini Goodrich & Rosati attached as Exhibit 5.1, with consent as Exhibit 23.1.
Filing states no offering size, security type, or price; it is administrative in purpose.
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.