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).
Biogen said Chair Caroline Dorsa will not stand for re-election to the Board at the 2026 Annual Meeting of Stockholders, and that her decision was not related to any disagreement with the Board or the Company. The Board also elected Dr. Maria C. Friere as Chair, effective after that meeting. The change in board leadership is a governance event that shareholders may want to note, but the filing contains no financial results.
Caroline Dorsa will not stand for re-election at the 2026 Annual Meeting of Stockholders
Filing states her decision was not related to any disagreement with the Board or the Company
Dr. Maria C. Friere elected Chair of the Board, effective after the Annual Meeting
Community Financial System, Inc. (CBU) elected Brenda M. Hall, a former Selective Insurance Chief Operating Officer of Standard Lines, as an independent director effective March 1, 2026. She also joins the board of its banking subsidiary, Community Bank, N.A., and will serve on the Risk Committee of both boards, with the board growing to 14 directors, 13 of them independent.
Brenda M. Hall is a former Executive Vice President and Chief Operating Officer of Standard Lines at Selective Insurance Group, serving as COO from October 2019 until her retirement in January 2026
Board now has 14 directors, 13 of whom are independent
Ms. Hall will serve on the Risk Committee of the Company and Community Bank, N.A.
Ms. Hall will receive compensation consistent with other non-employee directors
Marzetti's board appointed Greg Hughes, president and CEO of Suntory Global Spirits, as a Class I director effective February 11, 2026. The company also declared a quarterly cash dividend of $1.00 per share, unchanged from the prior quarter, and said the indicated annual payout for fiscal 2026 is $3.95 per share, up from $3.75 in fiscal 2025.
Greg Hughes appointed to the board effective February 11, 2026, to serve until the 2026 annual meeting; no committee assignments
Non-employee director pay: $75,000 annual retainer, plus restricted stock units with an approximate grant-date market value of $135,000 to be awarded later
Quarterly dividend of $1.00 per share payable March 31, 2026, to shareholders of record on March 6, 2026
Filing says the dividend marks the 63rd consecutive year of increased regular cash dividends
AAR CORP. said its board appointed Dylan Wolin as senior vice president and chief financial officer, effective February 23, 2026, succeeding Sarah Flanagan as interim CFO. Flanagan will return to her prior role as vice president, financial operations. The company also reaffirmed its guidance for the third fiscal quarter and full fiscal year issued January 6, 2026.
Wolin, 49, was president of Elgin, Trackless, and Vactor at Federal Signal Corporation from August 2024 to February 2026, and previously held finance and strategy roles at AAR from 2017 to 2024.
Compensation for fiscal 2026 includes a $500,000 annual base salary, pro-rated from the effective date, and a $300,000 sign-on bonus.
Wolin will receive restricted stock awards valued at $840,000 to replace equity forfeited at his prior employer, vesting over three years.
AAR reaffirmed its third fiscal quarter and full fiscal year guidance issued January 6, 2026.
Microchip agreed to sell $800 million of 0% convertible senior notes due 2030, and the initial purchasers exercised in full their option for an additional $100 million on February 10, 2026. The company reports net proceeds of approximately $883.3 million, with about $68.0 million used for capped call transactions and the remainder intended to repay commercial paper. Shareholders could face dilution if the notes convert at the initial conversion price of about $104.17 per share, though the capped calls are generally expected to reduce that potential dilution up to a cap price of $148.82 per share.
$800 million of notes sold, plus a $100 million option exercised in full on February 10, 2026; notes mature February 15, 2030
Net proceeds of approximately $883.3 million; about $68.0 million used for capped call transactions
Initial conversion price of about $104.17 per share, a 40.0% premium to the $74.41 last reported sale price on February 9, 2026
Company may not redeem the notes before February 20, 2029; holders may require repurchase on February 15, 2029
Evergy entered into a $500 million unsecured Term Loan Credit Agreement with Wells Fargo Bank on February 11, 2026, expiring February 10, 2027. The proceeds are expected to fund working capital, capital expenditures, permitted acquisitions and general corporate purposes, including repaying the $55 million Bank of America term loan that Evergy terminated the same day with no early termination penalties.
New $500 million unsecured Term Loan Facility with Wells Fargo Bank, National Association, as administrative agent, expiring February 10, 2027
Covenant sets maximum ratio of total indebtedness to total capitalization at 0.65 to 1.00 on a consolidated basis
Prior $55 million term loan with Bank of America, dated January 7, 2026, terminated; it was due to expire January 6, 2027, with no early termination penalties
Bio-Techne said Dr. Matt McManus is transitioning from his role as president of the Diagnostics and Spatial Biology segment, and Steve Crouse, currently senior vice president of the Analytical Solutions Division, will take over that role effective March 1, 2026. The filing also discloses Crouse's employment terms, including a $505,000 base salary and a 75% target cash bonus, and that the board terminated McManus's employment without cause on February 9, 2026. The change is a leadership transition at a segment level and does not include any reported financial results.
Steve Crouse appointed President, Diagnostics and Spatial Biology Segment, effective March 1, 2026
Crouse's employment agreement, dated February 10, 2026, sets a $505,000 annual base salary and a target annual cash bonus of 75% of base salary
Crouse's one-time equity awards include $85,000 at target in performance-based RSUs, plus stock options and time-vested RSUs with grant date values of approximately $42,500 each
Dr. Matt McManus's employment was terminated without cause by board approval on February 9, 2026; he is eligible for severance and will remain to support the transition
CNO Financial Group's Board declared a $0.17 per share quarterly dividend, payable March 24, 2026. Director Nina Henderson, who joined the Board in 2012, will retire when her term ends at the May 12, 2026 annual meeting, and her decision was not based on any disagreement with the company. The Board will have nine directors after her retirement.
Quarterly dividend of $0.17 per common share, payable March 24, 2026, to holders of record at the close of business on March 10, 2026
Director Nina Henderson, who joined the Board in 2012, will retire at the conclusion of her current term at the 2026 annual meeting
Henderson chairs the Human Resources and Compensation Committee and is a member of the Investment Committee
Virtual annual meeting of shareholders on May 12, 2026, at 8:00 a.m. ET; holders of record on March 16, 2026 may vote
National Bank Holdings Corporation sold $150 million of 5.875% fixed-to-floating rate subordinated notes due 2036, with net proceeds of about $147.3 million that it intends to use for general corporate purposes. The notes are intended to qualify as Tier 2 capital for regulatory purposes, and the offering size rose from an initial $100 million due to strong investor demand.
Principal amount of $150.0 million; sold at 100% of par with a 1.25% underwriting discount
Fixed 5.875% rate through February 15, 2031, then Three-Month Term SOFR plus 241 basis points until maturity on February 15, 2036
Offering closed February 11, 2026; Piper Sandler & Co. was sole book-running manager
Company may redeem the notes beginning February 15, 2031, or earlier upon a Tax Event or Tier 2 Capital Event
PepsiCo issued four tranches of euro-denominated senior notes on February 11, 2026, with aggregate principal of €2.5 billion and net proceeds of approximately €2,482 million. The proceeds will be used for general corporate purposes, including repaying commercial paper. The filing is a debt financing disclosure and does not report changes to earnings or guidance.
Four tranches total €2.5 billion: floating rate notes due 2028 (€500 million), 3.300% notes due 2034 (€650 million), 3.700% notes due 2038 (€850 million) and 4.150% notes due 2047 (€500 million)
Net proceeds of approximately €2,482 million, to be used for general corporate purposes including repaying commercial paper
Notes were issued February 11, 2026 under a shelf registration on Form S-3; BNP Paribas, Goldman Sachs, Mizuho and Morgan Stanley were joint book-running managers
Teradata entered a cooperation agreement dated February 10, 2026 with activist investor Lynrock Lake and related parties. The board will grow from nine to ten directors, with Melissa Fisher expected to join by March 1, 2026, and one more director to be appointed by August 1, 2026. Shareholders should note the standstill and voting commitments by the Lynrock Lake parties, and that the filing does not report any financial results.
Board expands from nine to ten directors; Melissa Fisher to be appointed as a Class I director by March 1, 2026, subject to review and onboarding
Additional Class II director to be appointed by no later than August 1, 2026, after the 2026 Annual Meeting
One Class I director will not stand for re-election in 2026 and one Class II director will not stand for re-election in 2027
Company will reimburse Lynrock Lake's documented expenses up to $100,000 in aggregate
MillerKnoll entered into Amendment No. 5 to its credit agreement on February 10, 2026, refinancing its entire 2025 term loan B facility, which had an initial principal of $550 million, with a new 2026 term loan B facility. The new facility had $548.6 million outstanding at closing, carries an interest margin 25 basis points lower than before, and matures on August 7, 2032, the same date as the old loan.
New 2026 term loan B facility had $548,625,000 outstanding as of February 10, 2026
Applicable margin cut to 2.00% for SOFR-based loans and 1.00% for base rate loans, 25 basis points lower than before
Prepayments tied to certain repricing events in the first six months carry a 1.00% premium
ServiceNow's board appointed Danielle Fontaine, previously its Assistant Controller, as Chief Accounting Officer and Corporate Controller, effective February 17, 2026. Kevin McBride, the outgoing Chief Accounting Officer, was promoted to Executive Vice President, Accounting and Corporate Services. The change concerns a senior finance role, but the filing describes no change in company results or outlook.
Danielle Fontaine appointed Chief Accounting Officer and Corporate Controller, effective February 17, 2026
Fontaine receives a $420,000 annual base salary, a 40% target annual cash bonus, and a $1,250,000 RSU award vesting in equal quarterly installments over four years
Kevin McBride promoted to Executive Vice President, Accounting and Corporate Services
Prudential Financial filed an 8-K disclosing the terms of its 2026 executive compensation programs. The filing attaches the annual incentive payment criteria for executive officers and the form of terms for 2026 performance share and restricted stock unit awards under its 2026 Long-Term Incentive Program. The filing contains no financial results, and it does not disclose specific dollar amounts or individual payouts.
Annual incentive criteria apply to awards in 2026 in respect of 2025 performance (Exhibit 10.1).
Long-term awards to executive officers in 2026 consist of performance shares and restricted stock units under the 2021 Omnibus Incentive Plan (Exhibit 10.2).
The filing was signed February 11, 2026 by Brian P. Spitser, Vice President and Assistant Secretary.
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
Centrus subsidiary American Centrifuge Operating signed an engineering, procurement and construction agreement with Fluor Federal Services on February 9, 2026, for design, construction and commissioning of its planned uranium enrichment facility in Piketon, Ohio. The contract is time and materials priced and total cost depends on scopes authorized in stages, so the filing gives no total contract value.
Agreement signed February 9, 2026 with Fluor Federal Services, Inc., covering the Piketon, Ohio enrichment expansion
Pricing is time and materials; ACO authorizes funds incrementally by stage gate, and the total price is not stated
Either party may terminate for convenience; a termination fee of $24 million applies in the first 12 months, declining by $2 million each month
Full agreement expected to be filed as an exhibit to the Form 10-Q for the quarter ending March 31, 2026
Blackstone Mortgage Trust said its board appointed Deputy Chief Financial Officer Marcin Urbaszek as Chief Financial Officer, Treasurer and Assistant Secretary, effective at the close of business on February 11, 2026. Anthony F. Marone, Jr. resigned from the same roles on the same date, saying he is resigning to focus on his duties as Global Head of Blackstone Real Estate Finance and that the decision was not due to any disagreement with the company. The filing describes a change in the company's top finance role but does not provide any financial results or guidance.
Marcin Urbaszek appointed CFO, Treasurer and Assistant Secretary, effective February 11, 2026; board approved on February 8, 2026
Urbaszek has been Deputy CFO since January 2, 2025 and previously was CFO of Granite Point Mortgage Trust
Anthony F. Marone, Jr. resigned as CFO, Treasurer and Assistant Secretary; he delivered his resignation on February 6, 2026
Target announced executive leadership changes under new CEO Michael Fiddelke, effective Feb. 15, 2026, including a new chief merchandising officer and chief operating officer. It also confirmed that fourth quarter 2025 sales and full-year GAAP and Adjusted EPS are expected to be in line with prior guidance. For shareholders, the changes reshape senior leadership, with the chief commercial officer departing and another chief merchandising officer retiring.
Cara Sylvester named chief merchandising officer, previously chief guest experience officer, effective Feb. 15, 2026
Lisa Roath named chief operating officer, previously chief merchandising officer of food, essentials and beauty
Rick Gomez, chief commercial officer, will depart; Jill Sando, chief merchandising officer for apparel and accessories, home and hardlines, will retire after 29 years
Target confirmed Q4 2025 sales and full-year GAAP and Adjusted EPS expected in line with prior guidance; external search underway for a chief guest experience and marketing officer
Southwest Gas Holdings said director Anne L. Mariucci will not stand for re-election and will retire from the Board at the conclusion of the 2026 Annual Meeting of Stockholders. She had served nearly 20 years on the Board, including as Chair of the Strategic Transactions Committee. The filing states there were no disagreements with the company that led to her decision.
Anne L. Mariucci notified the company on February 6, 2026 of her decision
Retirement takes effect at the conclusion of the 2026 Annual Meeting of Stockholders
She served nearly 20 years on the Board and chaired the Strategic Transactions Committee
The company states there were no disagreements over operations, policies or practices
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.