1,673 material Form 8-K filings that 1,260 companies we cover made with the SEC in February 2026, each read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). All of them were written later, when past filings were added: a selection, not every 8-K of the month (see the note below).
On February 12, 2026, Orchestra BioMed's board approved a 2026 cash bonus plan for all executive officers tied to BACKBEAT and Virtue SAB pivotal study milestones and financial and operating objectives. The board also raised base salaries for CEO Mr. Hochman (4%) and COO Mr. Sherman (10%) and increased their target bonus percentages, which shareholders may watch as the plan ties pay to clinical and financial goals.
Up to 25% of annual bonuses may be paid in Q3 2026 based on mid-year metrics; up to 75% in Q1 2027 based on full-year performance.
Mr. Hochman's base salary rises 4%, and his target bonus increases from 80% to 100% of base salary.
Mr. Sherman's base salary rises 10%, and his target bonus increases from 80% to 90% of base salary.
RSU awards will now vest in four equal 25% installments at 18, 24, 30 and 36 months.
UFP Technologies said its president, Mitchell C. Rock, will become Chief Executive Officer on June 4, 2026, when Mr. Bailly retires from that role and becomes Executive Chairman through his retirement in 2027. The filing sets Mr. Rock's base salary at $700,000, a target long-term incentive of up to $1,750,000 in restricted stock units, and a one-time $650,000 restricted stock unit grant, with severance terms that include a larger payout if a change of control occurs.
Mitchell C. Rock becomes CEO effective June 4, 2026; Mr. Bailly retires as CEO on that date and remains Executive Chairman through 2027.
Mr. Rock's base salary is $700,000 per year after the appointment date, with an annual bonus target of up to 100% of base salary.
Mr. Rock's severance without a change of control is 18 months of base salary; a change of control termination pays two times salary plus full target bonus.
Effective January 1, 2026, the board's committee raised base salaries for the named executive officers, including $505,000 for CFO Ronald J. Lataille.
The Board approved $41,000,000 in 2025 total compensation for Chair and CEO Brian T. Moynihan, up from $35,000,000 in 2024. The Board cited 2025 results, including net income up 13% to $30.5 billion and diluted EPS up 19% to $3.81, and tied part of the pay to 2026-2028 performance with higher performance standards.
Total 2025 compensation of $41,000,000 versus $35,000,000 in 2024; base salary unchanged at $1.5 million with no cash bonus
2025 net income rose 13% to $30.5 billion; revenue rose 7% to $113.1 billion; diluted EPS rose 19% to $3.81
Performance RSUs must be re-earned on 2026-2028 results; 100% payout requires $92 billion aggregate net income, maximum 150% payout requires $112 billion
Cencora closed an underwritten public offering of $3.0 billion in senior notes on February 13, 2026, with maturities from 2029 to 2056. The company intends to use the net proceeds to repay amounts outstanding under a 364-day term credit agreement dated January 12, 2026, which helped fund its acquisition of OneOncology, and any remaining proceeds for general corporate purposes. The notes add to the company's debt, and the filing states they are unsecured and rank equal with its other unsecured debt.
Five tranches total $3.0 billion: $500 million due 2029 at 3.950%, $500 million due 2030 at 4.250%, $500 million due 2033 at 4.600%, $1.0 billion due 2036 at 4.900%, and $500 million due 2056 at 5.650%.
Net proceeds are intended to repay the 364-day term credit agreement dated January 12, 2026, used partly to fund the OneOncology acquisition.
The notes are unsecured and structurally subordinated to liabilities of the company's subsidiaries, including trade payables.
Interest is payable semiannually, starting May 15, 2026 for the 2030 notes and August 13, 2026 for the other tranches.
Idea Acquisition Corp., a blank check company, closed its initial public offering of 35,000,000 units at $10.00 per unit on February 12, 2026, with gross proceeds of $350,000,000, and sold 6,000,000 private placement warrants for $9,000,000 at the same time. The filing states that the trust account holds the $350,000,000 until a business combination is completed or the funds are redeemed, and that the company must complete a business combination within 24 months of the IPO closing or return public shares.
IPO of 35,000,000 units at $10.00 per unit closed February 12, 2026, with gross proceeds of $350,000,000; units trade on Nasdaq as IACOU.
Private placement of 6,000,000 warrants at $1.50 per warrant generated $9,000,000; the sponsor bought 3,666,667 warrants.
$350,000,000 was placed in a trust account maintained by Continental Stock Transfer & Trust Company, with the funds generally held until a business combination or redemption within 24 months.
Eugene "Rod" Roddenberry Jr., Jules Urbach and Vinny Lingham were appointed independent directors on February 10, 2026.
Pebblebrook Hotel Trust amended its credit agreement on February 11, 2026, extending the maturity of its $360 million Term Loan A-3 from October 2027 to February 11, 2031, and adding a $90 million delayed-draw option. The company also extended $48 million of its $650 million revolver to October 13, 2028, and said the new capacity provides a funded path to repay its $350 million convertible notes due December 2026, which would leave no significant debt maturities until 2028.
Term Loan A-3 of $360 million now matures February 11, 2031, up from October 13, 2027.
A $90 million delayed-draw option can be drawn before December 15, 2026.
$48 million of the revolver is extended to October 13, 2028; the full $650 million revolver is undrawn and can be extended to October 13, 2029.
The company used $40 million of cash to retire the Margaritaville Hollywood Beach Resort mortgage early, and says it plans to address the $350 million convertible notes due December 2026.
Lithia Motors said George Hines, its Senior Vice President and Chief Innovation and Technology Officer, will transition out of that executive role effective March 1, 2026, as the company aligns technology teams more closely with the businesses they support. Core technology functions will now report to CFO Tina Miller and Chief Customer Officer Dianna du Preez. Mr. Hines will stay on in a non-executive role and continue on the Pinewood.AI board.
George Hines leaves his role as SVP, Chief Innovation and Technology Officer effective March 1, 2026
Core technology functions move to report to Tina Miller, CFO, and Dianna du Preez, Chief Customer Officer
Mr. Hines remains with the company in a non-executive role and continues on the Pinewood.AI public board
International Tower Hill Mines approved a raise in base salary for CEO Karl Hanneman to $342,538 per year, effective December 1, 2025, reflecting his move from 50% to full-time duties. The company and Mr. Hanneman also signed an amended and restated employment agreement, with other terms unchanged. The change alters executive pay, but the filing gives no information on company financial results.
Base salary set at US$342,538 per year, effective December 1, 2025
Board approved the increase on February 9, 2026, on the Compensation Committee's recommendation
Increase reflects CEO time commitment rising from 50% to full time; salary had been reduced in 2018
Amended and Restated Employment Agreement dated February 10, 2026 filed as Exhibit 10.1
Iveda Solutions closed a public offering on February 11, 2026, selling 5,259,999 common shares at $0.35 each, plus pre-funded warrants and Series X Warrants, for aggregate gross proceeds of approximately $2 million before fees and expenses. The warrants could add up to 11,428,572 more shares, which would dilute existing shareholders, and the company intends to use the proceeds for general corporate purposes.
Closed February 11, 2026: 5,259,999 shares at $0.35 per share, plus pre-funded warrants for up to 454,287 shares at $0.3499 each
Series X Warrants for up to 11,428,572 shares at $0.35 per share, expiring two years after issuance
Placement agent H.C. Wainwright received a 7.0% cash fee ($140,000), warrants for 400,000 shares, and $100,000 in legal expense reimbursement; the company agreed not to issue new shares for up to 12 months, subject to exceptions
Goldman Sachs disclosed that Kathryn H. Ruemmler has decided to retire from her roles as Chief Legal Officer and General Counsel, effective June 30, 2026. The filing does not name a successor or give reasons for the departure, so shareholders have no details yet on how the legal function will be led.
Kathryn H. Ruemmler will retire as Chief Legal Officer and General Counsel
Retirement is effective June 30, 2026
The filing does not name a successor or state a reason for the retirement
Sysco issued $600 million of 4.400% senior notes due 2031 and $650 million of 4.950% senior notes due 2036 on February 13, 2026. Net proceeds were approximately $1.24 billion, which the company intends to use for general corporate purposes, including repaying commercial paper borrowings. The filing adds to Sysco's debt obligations, but it does not report earnings or guidance changes.
2031 Notes: $600 million at 4.400%, maturing July 25, 2031
2036 Notes: $650 million at 4.950%, maturing March 25, 2036
Net proceeds of approximately $1.24 billion after underwriting discounts and offering expenses
Change of control repurchase offer at 101% of principal if a change of control and a below investment grade ratings event both occur
QuidelOrtho said Chief Financial Officer Joseph M. Busky notified the company on February 9, 2026, that he plans to retire effective June 30, 2026. The company said the decision is for personal reasons and not the result of any disagreement on financial statements, operations, policies or practices.
Joseph M. Busky, CFO and principal financial officer, gave notice on February 9, 2026
Retirement is effective June 30, 2026
The filing states the departure is for personal reasons, not a disagreement with the company or its auditors
Alphabet closed concurrent underwritten public offerings of $20 billion in U.S. dollar senior notes and £5.5 billion in Sterling senior notes on February 13, 2026. The notes mature between 2029 and 2126, and the filing does not state how Alphabet plans to use the proceeds, so shareholders can see the new borrowing but not its purpose from this filing.
U.S. dollar notes total $20 billion across seven tranches due 2029 to 2066, with coupons from 3.700% to 5.750%.
Sterling notes total £5.5 billion across five tranches due 2029 to 2126, with coupons from 4.125% to 6.125%.
The notes were issued under a 2016 indenture with The Bank of New York Mellon Trust Company, N.A., as trustee, under Form S-3 registration statement File No. 333-286752.
Cambridge Acquisition Corp., a blank check company, closed its initial public offering on February 9, 2026, selling 23,000,000 units at $10.00 each for gross proceeds of $230,000,000, including 3,000,000 units from the underwriters' full over-allotment exercise. The $230,000,000 was placed in a U.S.-based trust account, and the company has not yet selected a business combination target, so shareholder funds remain in the trust until a deal is completed or the company is wound up.
IPO closed February 9, 2026: 23,000,000 units at $10.00 per unit, including 3,000,000 units from the full over-allotment exercise
Gross proceeds of $230,000,000 placed in a trust account maintained by Continental Stock Transfer & Trust Company
Private placement of 495,500 units to sponsor Cambridge Sponsor LLC for $4,955,000
Company has not selected a business combination target and has 24 months from the IPO closing to complete one
TransDigm Inc., a subsidiary of TransDigm Group, completed $2.0 billion of new debt on February 13, 2026: $1.2 billion of 6.125% senior subordinated notes due 2034 and $800 million of new tranche N term loans due 2033. Proceeds, together with cash on hand, are intended to fund the purchase prices of the previously announced acquisitions of Stellant Systems and Jet Parts Engineering and Victor Sierra Aviation Holdings. The added borrowing increases TransDigm's debt load, which shareholders may weigh against the acquisitions' expected benefits.
$1.2 billion of 6.125% senior subordinated notes issued at 100% of principal, maturing July 31, 2034
$800 million of new tranche N term loans maturing February 13, 2033, bearing Term SOFR plus 2.50%
Proceeds plus cash on hand to fund Stellant Systems and Jet Parts Engineering/Victor Sierra Aviation acquisitions and related fees
Fox Factory Holding Corp. expanded its board to eight directors and appointed Alan L. Bazaar as a Class II director effective February 13, 2026. The company also formed a Transformation Committee to oversee management's efforts on profitability, cost-cutting and margin improvement, following a Cooperation Agreement with Engine Capital L.P. and its affiliates dated February 8, 2026.
Alan L. Bazaar appointed as Class II director effective February 13, 2026, with a term expiring at the 2027 annual meeting
Board increased by one seat to a total of eight directors
Bazaar joins the Compensation, Nominating and Corporate Governance, and newly formed Transformation Committees
Filing states Bazaar receives the same non-employee director benefits, pro-rated from his appointment date
Tennant entered a cooperation agreement with Vision One Fund, LP and affiliates on February 12, 2026, adding Patrick E. Allen and James T. Glerum, Jr. to its board and committing to declassify the board. The deal sets standstill and voting terms that run until the expiration date tied to the 2027 annual meeting, and it does not report any financial results.
Patrick E. Allen appointed as a Class II director, with a term expiring at the 2027 annual meeting; Vision One recommended him as a candidate.
James T. Glerum, Jr. appointed as a Class III director, with a term expiring at the 2028 annual meeting; he retired as Vice Chairman, Investment Banking at Citigroup in July 2024.
Board will not increase beyond eleven directors until the 2027 annual meeting announcement; by the earlier of the 2027 annual meeting or sixteen months after the agreement, the company will seek approval to declassify the board.
Both new directors join the Executive Committee effective February 12, 2026, and the Audit Committee effective March 1, 2026; the 2026 annual meeting is expected April 29, 2026.
Spring Valley Acquisition Corp. IV, a blank check company, closed its initial public offering on February 11, 2026, selling 23,000,000 units at $10.00 per unit, including the full over-allotment option, for gross proceeds of $230 million. The company placed $230 million in a trust account for public shareholders, and those funds can generally be released only upon completion of an initial business combination, redemption of public shares, or a shareholder vote.
23,000,000 units sold at $10.00 each, including 3,000,000 units from the full exercise of the underwriters' over-allotment option
Private placement of 4,490,555 warrants to the Sponsor and 2,555,556 warrants to the Representatives at $0.90 each, for gross proceeds of $6,341,500
$230 million held in trust; the company must complete an initial business combination by September 5, 2027, or such earlier date as its board approves
David Buzby, Debora Frodl and Richard Thompson joined the board of directors effective February 9, 2026
Las Vegas Sands said Robert G. Goldstein will move from chairman and chief executive to senior advisor effective March 1, 2026. Patrick Dumont, the company's president and chief operating officer, will take over as chairman, CEO, president and treasurer on that date, and the filing states that no compensation decisions tied to the promotion have been made. Dumont is the son-in-law of Dr. Miriam Adelson, whose family controls more than 50 percent of the voting power of the company's common stock.
Robert G. Goldstein becomes senior advisor effective March 1, 2026; the press release says through March 2028.
Board appointed Patrick Dumont as chairman, CEO, president and treasurer on February 12, 2026, effective March 1, 2026.
Dumont was also appointed chairman of Sands China Ltd., effective March 1, 2026.
Dumont has been president and chief operating officer since January 2021 and joined the company in 2010.
Royal Caribbean entered an underwriting agreement on February 12, 2026 to sell $2.5 billion of senior notes in two tranches, due 2033 and 2038. The company plans to use the net proceeds mainly to refinance senior notes maturing in 2026, with any remainder used to repay other debt, which may include term loans. The offering is expected to close on February 27, 2026, subject to customary closing conditions.
$1.25 billion of 4.750% Senior Notes due 2033 and $1.25 billion of 5.250% Senior Notes due 2038
Expected closing date: February 27, 2026, subject to customary conditions
Proceeds to refinance senior notes maturing in 2026 and repay other indebtedness, which may include term loans
Dauch reported fourth quarter 2025 sales flat at $1.38 billion, with a net loss of $75.3 million that widened from $13.7 million a year earlier. Full year 2025 sales fell to $5.84 billion from $6.12 billion, and the company swung to a net loss of $19.7 million from net income of $35.0 million. The company also issued its first 2026 outlook, including the partial-year contribution from the Dowlais acquisition, which closed February 3.
Q4 2025 adjusted EPS was $0.07, compared with an adjusted loss of $(0.06) in Q4 2024; GAAP loss per share was $(0.63)
Full year 2025 Adjusted EBITDA was $743.2 million, down from $749.2 million, with margin rising to 12.7% from 12.2%
2026 targets: sales of $10.3-$10.7 billion, Adjusted EBITDA of $1.3-$1.4 billion, and adjusted free cash flow of $235-$325 million
Q4 2025 restructuring and acquisition-related costs were $55.8 million, compared with $8.3 million a year earlier
Sensient Technologies reported fourth-quarter 2025 results on February 13, 2026. Revenue rose while operating income and earnings per share fell, and the company gave 2026 guidance of GAAP diluted EPS between $3.60 and $3.80. Shareholders get a mixed picture: sales grew, but Portfolio Optimization Plan costs and a one-time charge weighed on profit.
Q4 2025 revenue was $393.4 million, up 4.5% from $376.4 million; on a local currency basis, revenue rose 2.0%.
Q4 2025 operating income fell 9.1% to $38.2 million, including $6.3 million of Portfolio Optimization Plan costs.
Q4 2025 diluted EPS was 60 cents, down from 71 cents; full-year 2025 revenue was $1.61 billion, up 3.5%.
2026 outlook: GAAP diluted EPS between $3.60 and $3.80; local currency revenue growth of mid-single-digit to double-digit.
Wendy's reported fourth-quarter 2025 revenue of $543.0 million, down 5.5%, and net income of $26.5 million, down 44.2%, with reported diluted EPS of $0.14 versus $0.23 a year earlier. For full-year 2026, the company expects adjusted EBITDA of $460 million to $480 million and adjusted EPS of $0.56 to $0.60, below 2025 adjusted EBITDA of $522.4 million and adjusted EPS of $0.88, and it expects global systemwide sales growth of approximately flat.
Q4 2025 global systemwide sales were $3.4 billion, down 8.3%; U.S. same-restaurant sales fell 11.3%.
Full-year 2025 net income was $165.1 million, down 15.1%, and reported diluted EPS was $0.85 versus $0.95.
2026 outlook: adjusted EBITDA $460 million to $480 million; adjusted EPS $0.56 to $0.60; free cash flow $190 million to $205 million.
No shares were repurchased in Q4 2025 or in Q1 2026 to date; about $35.0 million remains under the authorization, which expires in February 2027. The regular quarterly dividend is $0.14 per share, payable March 16, 2026.
Essent Group reported fourth-quarter 2025 net income of $155.0 million, or $1.60 per diluted share, down from $167.9 million, or $1.58 per diluted share, a year earlier. For full-year 2025, net income was $690.0 million, or $6.90 per diluted share, versus $729.4 million, or $6.85 per diluted share, in 2024. The company also declared a $0.35 quarterly dividend payable March 23, 2026, and said it repurchased 9.9 million shares for $576 million in 2025.
Q4 2025 net income $155.0 million ($1.60 diluted EPS) vs. $167.9 million ($1.58) in Q4 2024
Full-year 2025 net income $690.0 million ($6.90 diluted EPS) vs. $729.4 million ($6.85) in 2024
Quarterly dividend of $0.35 per share, payable March 23, 2026, to holders of record on March 13, 2026
Q4 2025 mortgage insurance new insurance written was $11.8 billion vs. $12.2 billion in Q4 2024
Moderna reported fourth-quarter 2025 revenue of $678 million, down 30% from a year earlier, while its net loss narrowed to $826 million and loss per share improved to $(2.11). The company reiterated a 2026 target of up to 10% revenue growth, but disclosed that the U.S. FDA issued a Refusal-to-File letter for its seasonal flu vaccine, which the company says it is working to address through a Type A meeting.
Q4 2025 revenue was $678 million, down 30% from Q4 2024; net loss was $826 million versus $1.1 billion, and loss per share was $(2.11) versus $(2.91).
Full-year 2025 revenue was $1.9 billion, down 40%; full-year net loss was $2.8 billion versus $3.6 billion in 2024.
2026 framework: revenue growth of up to 10%, R&D of about $3.0 billion, SG&A of about $1.0 billion, and year-end cash and investments of $5.5 to $6.0 billion.
The U.S. FDA issued a Refusal-to-File letter for the mRNA-1010 seasonal flu vaccine; Moderna has requested a Type A meeting.
Atmus Filtration Technologies reported fourth-quarter and full-year 2025 results, with net sales up 9.8% in the quarter and 5.7% for the year, and diluted EPS rising from $0.48 to $0.58 in the quarter. The company also guided 2026 total revenue to $1.945 billion to $2.015 billion and adjusted EPS to $2.75 to $3.00, above its 2025 adjusted EPS of $2.73, following its January 7, 2026 acquisition of Koch Filter Corporation.
Q4 2025 net sales were $447 million, up from $407 million, and diluted EPS was $0.58 versus $0.48 a year earlier
Full-year 2025 net income was $207 million, or $2.50 diluted EPS, compared with $186 million, or $2.22, in 2024
2026 guidance: total revenue of $1.945 billion to $2.015 billion and adjusted EPS of $2.75 to $3.00
Atmus returned $78 million to investors in 2025, including $61 million of buybacks; $69 million remained under the authorization as of December 31, 2025
Advance Auto Parts reported fourth quarter and full year 2025 results on February 13, 2026, with net sales of $8.6 billion for the year, down from $9.1 billion, and full year diluted EPS of $1.13 versus a loss of $9.80 in 2024. The company also issued 2026 guidance calling for adjusted diluted EPS of $2.40 to $3.10, which would be above its 2025 adjusted EPS of $2.26, while its full year free cash flow was an outflow of $298 million.
Q4 2025 comparable store sales rose 1.1%, and Q4 diluted EPS was $0.49 versus a loss of $10.16 a year earlier
Full year 2025 adjusted operating margin was 2.5%, up from 0.4% in 2024; adjusted diluted EPS was $2.26
2026 guidance: net sales of $8,485 million to $8,575 million, comparable store sales growth of 1.0% to 2.0%, adjusted operating margin of 3.8% to 4.5%
Board declared a $0.25 per share regular dividend payable April 24, 2026, to holders of record on April 10, 2026
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.