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).
W. P. Carey Inc. priced a €1.0 billion offering of senior unsecured notes with a weighted-average coupon of 3.500% and a weighted-average term of 7.4 years, with settlement expected February 24, 2026. The company said it will use the proceeds to repay €500 million of 2.250% notes due April 2026 and for general corporate purposes, including repaying amounts outstanding under its revolving credit facility and term loan.
Two tranches of €500 million each: 3.250% notes due 2031, offered at 99.249% of principal, and 3.750% notes due 2035, offered at 98.500% of principal
Proceeds to repay all €500 million of 2.250% Senior Notes due April 2026, plus general corporate purposes and other debt repayment
Expected settlement date February 24, 2026, subject to customary closing conditions
Corebridge Financial entered into a Share Repurchase Agreement with American International Group, Inc. (AIG) to buy back its common stock for an aggregate price of approximately $750 million. The per share price of $30.42 equals the closing price on the New York Stock Exchange on February 12, 2026, and the repurchase is expected to close on February 17, 2026, subject to customary closing conditions.
Per share purchase price of $30.42, the February 12, 2026 NYSE closing price
Aggregate purchase price of approximately $750 million
Expected closing date of February 17, 2026, subject to customary closing conditions
Radian Group said Sumita Pandit no longer serves as President and Chief Financial Officer effective February 12, 2026, in what the filing describes as an involuntary termination. Daniel Kobell was named interim Chief Financial Officer, and the board also elevated several long-standing executives to new senior roles, including two co-heads of the mortgage insurance business.
Sumita Pandit's role as President and Chief Financial Officer ended effective February 12, 2026; the filing describes the departure as involuntary.
Daniel Kobell, age 46, was appointed Senior Executive Vice President and interim Chief Financial Officer, reporting to CEO Richard Thornberry.
Robert J. Quigley, age 54, was appointed Senior Executive Vice President, Controller and Chief Accounting Officer.
Meghan Bartholomew and Steve Keleher were named Senior Executive Vice President, Co-Heads of Mortgage Insurance, reporting directly to Richard Thornberry.
Republic Services appointed Ian Craig, 53, chief executive officer of Coca-Cola FEMSA, to its board of directors effective immediately, following a February 10, 2026 board action. The board also declared a regular quarterly dividend of $0.625 per share, payable April 15, 2026 to shareholders of record on April 2, 2026.
Craig was appointed February 10, 2026 and will serve on the Audit Committee and the Sustainability & Corporate Responsibility Committee.
Craig's director pay includes an RSU grant with a $230,000 fair market value and a $100,000 annual retainer, both prorated for 2026.
The quarterly dividend is $0.625 per share, with a record date of April 2, 2026 and a payment date of April 15, 2026.
The board now has 13 members, including 12 independent directors.
GEO Group said CEO J. David Donahue will retire effective February 28, 2026, and founder George C. Zoley, currently Executive Chairman, will become Chairman and Chief Executive Officer effective March 1, 2026. Donahue will receive separation payments and a consulting fee through February 28, 2028, and Zoley's new employment agreement sets a $1,200,000 base salary with incentive awards tied to that salary, which shareholders can review in the filing.
J. David Donahue's retirement is effective February 28, 2026; he notified the company on February 6, 2026.
George C. Zoley's employment agreement runs through April 2, 2029 and sets a base salary of $1,200,000.
Zoley's target annual performance award is 200% of base salary, and his annual equity award has a grant date fair value of at least 300% of base salary.
Donahue will receive $104,167 per month under a consulting agreement from March 1, 2026 through February 28, 2028.
Keurig Dr Pepper's board increased its size to eleven and appointed William Newlands and Amie Thuener as independent directors, effective March 2, 2026. The board also replaced its Remuneration and Nominating Committee with separate Nominating and Governance and Compensation Committees, effective the same date.
Board size increased to eleven directors; William Newlands and Amie Thuener appointed as independent members, effective March 2, 2026
Newlands joins the Nominating and Governance Committee; Thuener joins the Audit and Finance Committee
Remuneration and Nominating Committee dissolved and replaced by separate Nominating and Governance and Compensation Committees, effective March 2, 2026
Vail Resorts subsidiary Vail Holdings entered into a Tenth Amended and Restated Credit Agreement on February 9, 2026, with Bank of America as administrative agent. The new $1.275 billion senior term loan replaces the existing term loan and a $275 million delayed draw term loan, extends maturities, and lowers borrowing interest rates.
New $1,275,000,000 senior term loan facility replaces existing term loan (about $885.9 million outstanding) and $275,000,000 delayed draw term loan
Revolver and term loan maturities extended to the earlier of five years from closing or 90 days before the 5.625% senior notes due 2030 mature, if those notes remain outstanding
Borrowing interest rate reduced by modifying the leverage-based pricing grid and removing the 0.10% credit spread adjustment
Citi's Compensation Committee approved Chief Executive Officer Jane Fraser's 2025 incentive awards on February 11, 2026, bringing her total 2025 compensation to $42 million. The filing cites 2025 net income up 13% and revenues up 6% from 2024 as factors in the decision, and says more detail will appear in the 2026 Proxy Statement expected in April 2026.
Total 2025 compensation of $42 million: $1.5 million flat base salary and a $40.5 million total incentive award
Incentive split: 15% cash, 35% deferred stock vesting over 4 years, and 50% performance share units
Deferred stock and PSU share counts were based on a $120.356 five-day average closing price
2025 net income rose 13% and revenues rose 6% from 2024; CET1 capital ratio was 13.2%
On February 12, 2026, Carnival plc entered into Amendment No. 1 to its Amended and Restated Deposit Agreement with JP Morgan Chase Bank, N.A., as depositary, which governs American Depositary Receipts. The amendment sets out when the agreement terminates, including automatically upon completion of the proposed unification of the dual listed company arrangement and migration of Carnival Corporation from Panama to Bermuda, and describes how holders would receive New Carnival Shares in that case. The filing does not report financial results or a dollar impact.
Amendment No. 1 signed February 12, 2026, with JP Morgan Chase Bank, N.A. as Depositary
Deposit Agreement terminates immediately and automatically upon consummation of the proposed unification and migration from Panama to Bermuda
Depositary will use reasonable efforts to distribute New Carnival Shares to ADR holders; unsold proceeds would be held in trust without interest if distribution is not possible
Equinix's Compensation Committee adopted an Executive Severance Plan covering executive officers other than the CEO, and amended CEO Adaire Fox-Martin's severance agreement to better align it with the plan. The filing also describes a 2026 annual incentive plan that pays bonuses in fully vested restricted stock units for executive officers, which the company says lets it retain more cash.
Severance Plan adopted February 6, 2026; a Change in Control Termination pays a lump sum of two times base salary plus target bonus, versus 12 months of salary and target bonus otherwise.
CEO Adaire Fox-Martin's amended agreement, dated February 6, 2026, eliminates the three-year term and adds 12 months of continued equity vesting.
2026 Global Annual Incentive Plan sets target bonuses at 100% to 200% of base salary, with executive awards capped at 132% of target and weighted 50% on revenue and 50% on AFFO per share.
NMI Holdings, Inc. expanded its Board to ten members and appointed Renu Agrawal as an independent director effective February 12, 2026. She was assigned to the Audit Committee and Risk Committee, and the filing describes a standard non-employee director compensation package for her board service.
Effective date: February 12, 2026; Board expanded to ten members
Ms. Agrawal assigned to the Audit Committee and Risk Committee
Annual cash retainer of $120,000 for 2026, prorated, plus an annual equity retainer of $170,000 in RSUs and an additional RSU grant with a grant-date fair value of $170,000
Board Chairman Bradley Shuster said her executive and board experience will be valuable to the Board
Ameriprise Financial said Joseph E. Sweeney, President of Advice & Wealth Management Products & Service Delivery, has decided to retire from the company on April 3, 2026. The filing gives no successor or financial details, so shareholders can see a senior leadership departure with a set date but no stated effect on results.
Joseph E. Sweeney, President, Advice & Wealth Management Products & Service Delivery, will retire
Retirement effective April 3, 2026
Announced February 12, 2026; filing does not name a successor or give compensation terms
Constellation Brands said its board appointed Nicholas Fink, a board member since 2021 and current Fortune Brands Innovations CEO, as president and chief executive officer effective April 13, 2026. Current CEO William Newlands steps down and retires from the board on the same date, then serves as a strategic advisor through April 30, 2026. The change is a leadership transition at the top of a major beverage alcohol company, and the filing discloses compensation terms for both executives.
Nicholas Fink becomes president and CEO effective April 13, 2026, with a $1,400,000 initial base salary and a fiscal 2027 target bonus of 160% of base salary
Fink's employment agreement includes an $11,000,000 fiscal 2027 annual equity award grant date value and a Replacement Equity Award of 85,385 restricted stock units and 415,295 nonqualified stock options
William Newlands will retire from the board and receive a $1,200,000 consulting fee under a transition agreement covering May 1, 2026 through December 31, 2026
Norwegian Cruise Line Holdings appointed director John W. Chidsey as President and Chief Executive Officer effective immediately, succeeding Harry Sommer, who also resigned from the Board. The company said its fourth quarter 2025 Net Yield is expected to be around the midpoint of the previously disclosed range and that core quarterly and full year 2025 results are expected to be in line with its November 4, 2025 guidance.
John W. Chidsey, age 63, became President and CEO effective February 12, 2026, and remains on the Board without committee roles
Harry Sommer resigned as President, CEO and director on February 12, 2026, as part of a strategic leadership change, with no disagreement reported
Board size reduced from nine to eight directors
Full fourth quarter and full year 2025 results are scheduled for release on March 2, 2026
Grand Canyon Education appointed Dilek Marsh as Chief Information Officer effective February 9, 2026, while she keeps her Chief Technology Officer role. She signed a new employment agreement that raises her annual base salary to $346,000 and sets a target bonus of 50% of base salary.
Effective date of appointment: February 9, 2026
Base salary increases to $346,000 under the new Employment Agreement
Target annual cash bonus increases to 50% of base salary, tied to performance metrics
Marsh has served as Chief Technology Officer since July 2021 and joined the company in 2008
Thermo Fisher issued four series of senior notes in a public offering on February 12, 2026, totaling $3.8 billion in principal. The company expects net proceeds of about $3.76 billion and plans to use them to pay part of the cash consideration for its pending Clario Acquisition, which still requires customary closing conditions and regulatory approvals.
Four note series totaling $3.8 billion: $1.0 billion due 2031, $750 million due 2033, $1.3 billion due 2036 and $750 million due 2046
Expected net proceeds of approximately $3.76 billion after underwriting discounts and estimated offering expenses
Proceeds intended to pay a portion of the cash consideration for the previously announced Clario Acquisition, which is subject to closing conditions and regulatory approvals
On February 12, 2026, CVR Energy issued $600 million of 7.500% senior notes due 2031 and $400 million of 7.875% senior notes due 2034 in a private offering. The company also amended its senior secured asset-based revolving credit facility, extending its maturity from June 2027 to February 2031 and raising commitments from $345 million to $550 million. The new notes add $1 billion of debt for shareholders to weigh against the larger borrowing capacity.
$600 million of 7.500% senior notes due February 15, 2031, and $400 million of 7.875% senior notes due February 15, 2034
Credit facility maturity extended from June 2027 to February 2031; commitments raised from $345 million to $550 million, with possible increase to $700 million
Notes are senior unsecured and guaranteed by most existing domestic subsidiaries; interest is payable semi-annually starting August 15, 2026
Holders may require repurchase at 101% of principal upon a change of control triggering event
Supernus Pharmaceuticals said it will report fourth quarter and full year 2025 financial and business results after the market closes on February 24, 2026, and will host a conference call and webcast that day at 4:30 p.m. ET. The filing is a scheduling notice only and contains no financial results, so it does not indicate how the company performed.
Results release scheduled for after market close on Tuesday, February 24, 2026
Conference call and webcast set for February 24, 2026 at 4:30 p.m. ET, hosted by CEO Jack Khattar and CFO Tim Dec
Filing contains no revenue, profit or guidance figures
BioMarin closed an $850 million private offering of 5.500% senior notes on February 12, 2026. The proceeds are held in escrow to help fund its pending acquisition of Amicus Therapeutics, alongside new term loans and a revolving credit facility.
$850 million of 5.500% senior unsecured notes due 2034 issued at 100.000% of face value
Proceeds held in escrow; notes must be redeemed at issue price plus accrued interest if the Amicus acquisition is not completed by December 19, 2026
Acquisition financing also includes a $2 billion term loan B, an $800 million term loan A and a $600 million revolving credit facility
SPS Commerce appointed Michael McConnell and Fumbi Chima to its board under a cooperation agreement with Anson Funds Management LP, which expanded the board to ten members. The company also said its share repurchase authorization was increased to $300 million, and director Sven Wehrwein will not stand for reelection at the 2026 annual meeting. The filing contains no financial results, and Anson agreed to standstill terms, including a limit on buying more than 9.9% of the company's common stock.
Board increased to ten; McConnell and Chima appointed effective February 12, 2026, with McConnell joining the Finance & Strategy Committee and Chima joining the Audit Committee.
Anson agreed to vote for the company's director nominees at the 2026 annual meeting and to customary standstill terms, including not purchasing more than 9.9% of outstanding common stock.
Sven Wehrwein, a director since 2008, will not stand for reelection at the 2026 annual meeting under the company's age limit.
CEO Chad Collins said the share repurchase authorization was increased to $300 million.
Rambus appointed Victor Peng, a former AMD president, as a Class II director effective February 12, 2026, increasing the board to eight members. The company also set pay terms for John Allen as interim chief financial officer, including a monthly stipend and a transition bonus.
Victor Peng was appointed effective February 12, 2026, and will stand for reelection at the 2027 annual meeting.
Peng joined the Compensation and Human Resources Committee, chaired by Eric Stang.
John Allen will receive an additional monthly salary stipend of $17,801 while serving as interim CFO, plus a $150,000 transition bonus.
The company plans to file Allen's employment agreement as an exhibit to a later periodic report.
Pegasystems' Compensation Committee approved a 2026 incentive plan for its executive officers on February 9, 2026. Bonuses depend on achieving corporate goals weighted 75% financial and 25% strategic, and officers may take half of their target bonus in restricted stock units.
Plan covers January 1, 2026 through December 31, 2026; no funding if the Funding Percentage is below 70%.
Officers may elect to receive 50% of their target incentive in RSUs, granted in March 2026 at 85% of the closing price.
RSUs vest on or about the 2027 incentive payout date, subject to funding and continued employment.
The filing gives no dollar amounts for the incentive pool or individual targets.
Masco's Compensation and Talent Committee approved a $1,749,000 full-value restricted stock unit award for CEO Jonathon Nudi on February 6, 2026, replacing the previously expected award sized at 159% of his base salary. The filing describes this as a change to his 2025 pro-rata equity grant, which started July 7, 2025, and does not describe any change to his role or to company financial results.
Award approved by the Compensation and Talent Committee on February 6, 2026
Full-value RSU award of $1,749,000 for President and CEO Jonathon J. Nudi
Replaces prior expectation of an RSU award equal to 159% of annual base salary, pro-rated for service from July 7, 2025
Disney entered into an underwriting agreement on February 10, 2026 to sell $4 billion of notes in four tranches: floating rate notes due 2029, 3.750% notes due 2029, 4.000% notes due 2031, and 4.625% notes due 2036. The notes are registered under a previously filed Form S-3 and were issued under a 2019 indenture. The filing is mainly administrative, but it shows new borrowing that adds to the company's debt obligations.
Total offering of $4 billion: $500 million floating rate notes due 2029, $1 billion 3.750% notes due 2029, $1.5 billion 4.000% notes due 2031, and $1 billion 4.625% notes due 2036
Underwriters are Citigroup Global Markets Inc. and J.P. Morgan Securities LLC; agreement dated February 10, 2026
Officer's certificates establishing the notes are dated February 12, 2026; trustee is Citibank, N.A.
Public Storage said CEO Joseph D. Russell, Jr. will retire March 31, 2026, and H. Thomas Boyle, its CFO and Chief Investment Officer, will succeed him as CEO on April 1, 2026. Joseph D. Fisher, formerly CFO of UDR Inc., joins as President and Chief Financial Officer effective February 16, 2026, and Shankh S. Mitra will become non-executive Chairman of the Board on April 1, 2026. The filing reports leadership and board changes but no financial results or guidance.
Boyle becomes CEO April 1, 2026, with base salary raised to $1 million and 2026 target bonus set at 200% of salary
Fisher starts as President and CFO February 16, 2026, with initial base salary of $600,000
Russell retires March 31, 2026, and will receive monthly consulting fees of $400,000 through March 31, 2027
Mitra and Ronald L. Havner bought out-of-the-money options for $25 million and $5 million, respectively
Yum! Brands director Keith Barr informed the company on February 10, 2026 that he is resigning from the Board of Directors effective that date. The company says the resignation was not due to any disagreement over its operations, policies, or practices, and coincides with his recent appointment to a leadership position outside the company.
Director Keith Barr resigned from the Board effective February 10, 2026
Company states the resignation involved no disagreement on operations, policies, or practices
Resignation coincides with Barr's recent appointment to a leadership role outside YUM
Fresh Del Monte Produce Inc. (FDP) will acquire prepared and packaged food businesses and related assets from Del Monte Foods under an asset purchase agreement approved by a U.S. Bankruptcy Court on February 6, 2026. The purchase price is $285 million plus assumed liabilities, to be funded with cash on hand and its revolving credit facility. Closing is expected in the first quarter of 2026, subject to conditions including Hart-Scott-Rodino clearance.
Purchase price is $285 million plus assumption of certain liabilities.
Assets include canned vegetable, tomato, refrigerated fruit, and bubble tea businesses, four U.S. facilities, two in Mexico, one in Venezuela, and global ownership of the Del Monte brand, subject to existing licenses.
Closing is expected in the first quarter of 2026; either party may terminate if closing has not occurred by March 31, 2026, unless extended.
Under Armour, Inc. said Reza Taleghani became its Executive Vice President and Chief Financial Officer effective February 11, 2026, and was also appointed principal financial officer, replacing David Bergman in that role. Bergman will remain with the company as a senior advisor for a transition period. The change puts a new person in charge of the company's financial reporting, which matters to shareholders as a significant leadership change.
Reza Taleghani became Executive Vice President and Chief Financial Officer effective February 11, 2026
Taleghani replaces David Bergman as principal financial officer
David Bergman will stay with the company as a senior advisor for a transition period, length not stated
Sonoco's board appointed Craig L. Nix, chief financial officer of First Citizens BancShares, as a director on February 10, 2026, on the recommendation of its Corporate Governance and Nominating Committee. The filing says he is an independent director who will stand for election at the company's 2026 Annual General Meeting, and it does not report any financial results or guidance changes.
Board appointed Craig L. Nix on February 10, 2026; the company announced it in a press release dated February 12, 2026.
Nix serves as CFO of First Citizens BancShares, Inc. (Nasdaq: FCNCA), which he joined in 2014 after serving in roles there starting in 1999.
He joins the Audit Committee and the Financial Policy Committee and will receive non-employee director compensation under the company's existing practices.
He will stand for election at the Company's 2026 Annual General Meeting.
Axos Bank, a subsidiary of Axos Financial, agreed on February 12, 2026 to acquire all U.S. consumer deposits of Jenius Bank, a digital banking business of SMBC MANUBANK, for an estimated $2.6 billion at closing. The Bank will receive cash for the acquired deposit balances, less a negotiated premium, and the deal requires Office of the Comptroller of the Currency approval. The filing does not state the premium amount, so its effect on shareholders cannot be measured from the document.
Deposits to be acquired: estimated at about $2.6 billion at closing
Seller: SMBC MANUBANK; the Bank receives cash for deposit balances, less a negotiated premium
Subject to Office of the Comptroller of the Currency approval; expected to close in late March or April 2026
FirstEnergy director Melvin Williams notified the company on February 8, 2026 that he will not seek re-election to the Board when his current term expires at the 2026 Annual Meeting of Shareholders. The filing states his decision was not due to any disagreement with the company on its operations, policies or practices.
Melvin Williams gave notice on February 8, 2026.
He will leave the Board when his current term ends at the 2026 Annual Meeting of Shareholders.
The filing says there was no disagreement with the company on operations, policies or practices.
Dana Incorporated said its board appointed Byron Foster, currently Senior Vice President and President of Light Vehicle Systems, as President and Chief Executive Officer effective July 1, 2026. Foster was also elected to the board effective February 11, 2026, and R. Bruce McDonald will remain CEO until that date and continue as Chairman afterward. The filing is a planned succession at the top of the company and does not report any financial results.
Byron Foster, 57, named CEO effective July 1, 2026, and joined Dana in 2021
Foster elected to the Board of Directors effective February 11, 2026
R. Bruce McDonald serves as CEO until July 1, 2026, then continues as Chairman
Foster previously held executive roles at Johnson Controls and Adient plc
CarMax appointed Keith Barr, former CEO of InterContinental Hotels Group, as President and CEO effective March 16, 2026, and added him to the Board, which grows from nine to ten directors. David McCreight steps down as interim CEO and returns to the Board as an independent director, so the change replaces the company's interim leadership with a permanent chief executive.
Keith Barr is set to receive an annual base salary of $1,250,000 and an annual target bonus of 175% of base salary.
Barr's sign-on awards include restricted stock units and stock options, each with a target grant date fair value of $1,000,000.
Barr's severance agreement provides two times the sum of base salary and target annual bonus if he is terminated without cause or resigns for good reason.
Tom Folliard remains Interim Executive Chair until the Annual Meeting in June 2026.
Affiliated Managers Group said President and Chief Operating Officer Thomas M. Wojcik will leave the company on March 6, 2026, with his duties being split among other senior leaders. The filing lists separation payments of $5,025,000 in 2026 and a further $11,050,000 in early 2027, subject to conditions, and cancels his unvested equity awards.
Thomas M. Wojcik steps down as President and Chief Operating Officer effective March 6, 2026
Cash payments of $5,025,000 in 2026, conditioned on a separation and release agreement
Additional $11,050,000 cash payment in Q1 2027, conditioned on ongoing obligations through early 2027
No long-term or short-term incentive pay for 2025 or 2026; all unvested equity awards cancelled on departure date
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.