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).
CVB Financial Corp. disclosed that director Kimberly Sheehy notified the company and Citizens Business Bank on February 18, 2026, that she will not stand for reelection when her term expires at the annual shareholder meeting on May 20, 2026. The company said the decision does not stem from any disagreement with its operations, policies or practices, and Sheehy will remain Audit Committee chair until her term ends.
Kimberly Sheehy will not stand for reelection as a director of CVB Financial and Citizens Business Bank.
Her current term expires at the annual shareholder meeting scheduled for May 20, 2026.
The company states the decision is not the result of any disagreements with its operations, policies or practices.
Sheehy will continue as Audit Committee chair until the end of her current term.
Research Frontiers entered subscription agreements on February 18, 2026 with private accredited investors, including family members of a director and the owner of an SPD-SmartGlass licensee. The company will receive $1.1 million in proceeds, and each investor also received one warrant per share, which adds potential future share issuance.
1.1 million shares of common stock sold at $1.00 per share, equal to the February 13, 2026 closing price
The Company will receive $1.1 million in proceeds from the sale
Each share includes one warrant expiring February 28, 2031, with exercise prices from $1.10 to $1.50 depending on timing
Shares and warrant shares are unregistered and subject to at least a six-month holding period
CNX Resources Corporation agreed on February 17, 2026 to sell $500 million of 5.875% senior notes due 2034 in a private offering priced at 100.0% of face value, with closing expected on or about February 26, 2026. The company said it will use the proceeds to buy back or redeem its outstanding 6.000% senior notes due 2029, which is a refinancing of existing debt rather than a stated change in operations.
Notes: $500 million aggregate principal, 5.875% senior notes due 2034, priced at 100.0% of face value
Expected closing: on or about February 26, 2026
Proceeds: tender offer for any and all 6.000% senior notes due 2029, with any remaining 2029 Notes to be redeemed; shortfall may be funded by the revolving credit facility
Initial purchaser: Wells Fargo Securities, LLC as representative
NewMarket Corporation named Susan M. Ridlehoover, its Controller since January 2026, as Principal Accounting Officer effective February 18, 2026. She previously served as Senior Director, Corporate Controller at Sonoco Products Company and has over 20 years of accounting and finance experience. The filing describes this as an internal officer appointment with a base salary of $235,000, which is routine for shareholders.
Susan M. Ridlehoover, age 45, appointed Principal Accounting Officer effective February 18, 2026
She joined NewMarket as Controller in January 2026 after serving at Sonoco Products Company from January 2023
Base salary of $235,000, with eligibility for cash bonuses and restricted stock awards
Licensed Certified Public Accountant in Virginia; previously spent 10 years at Ernst & Young
American Financial Group's Compensation Committee approved a new 2026 Senior Executive Long-Term Incentive Compensation Plan on February 13, 2026, replacing the 2016 plan. The filing says the new plan's terms are substantially similar to the former plan and that no awards have been made under it yet.
Compensation Committee approved the 2026 Senior Executive Long-Term Incentive Compensation Plan on February 13, 2026.
The plan succeeds the Senior Executive Long-Term Incentive Compensation Plan adopted on February 23, 2016.
The plan provides for performance-based cash bonus awards tied to pre-established criteria set by the Committee.
No awards have been made under the new plan as of the filing.
Conagra Brands expanded its board from 11 to 12 directors and appointed John Mulligan and Pietro Satriano to fill the two new seats, effective February 18, 2026. The company says both meet NYSE independence standards, and Satriano is financially literate under SEC rules, which adds to board oversight capacity without changing the company's operating results.
Board size increased from 11 to 12 directors, effective February 18, 2026
John Mulligan will serve on the Human Resources and Nominating Corporate Governance Committees
Pietro Satriano will serve on the Audit / Finance Committee and has been determined to be financially literate
Each new director will receive a restricted stock unit grant valued at approximately $60,000 on March 2, 2026, plus prorated fiscal 2026 cash retainer
Charles River Laboratories appointed Glenn Coleman as Corporate Executive Vice President and Chief Financial Officer, with a tentative start date of April 6, 2026. He succeeds interim CFO Michael G. Knell, who will remain as Chief Accounting Officer.
Coleman, 58, is currently CFO and Chief Administrative Officer of Premier, Inc. and previously served as CFO of DENTSPLY SIRONA and Integra Life Sciences.
Offer letter sets a base salary of $800,000 and a 2026 target bonus of 85% of base salary, pro-rated to his hire date.
Coleman receives a 2026 equity award with a grant value of $3,000,000 and a one-time new hire equity award of $3,500,000, plus a one-time cash award of $1,875,000.
ITT entered into a credit agreement providing delayed draw term loan commitments of $2.875 billion, which can be drawn on up to two occasions to finance its previously announced acquisition of SPX FLOW, Inc. The filing sets out borrowing costs, a maturity of two years from the first borrowing, and a maximum net debt to adjusted EBITDA ratio of 3.50 to 1.00, which adds debt obligations for shareholders to weigh against the acquisition.
Delayed draw term loan commitments total $2,875,000,000 and expire on September 11, 2026 if undrawn or not otherwise terminated.
DDTL Loans bear interest at Term SOFR plus 1.00% to 1.50%, or an alternate base rate plus 0.00% to 0.50%, based on the Company's debt ratings.
An unused commitment fee of 0.10% per year accrues from May 3, 2026 until the loans are fully funded or the commitments end.
Loans mature two years from the first borrowing and may be prepaid without penalty or premium, subject to customary conditions.
LiveRamp Holdings said its board appointed Kristi Argyilan as a director on February 11, 2026, to fill a vacancy in the class whose term expires at the 2027 annual meeting. She receives standard non-employee director compensation and has no committee assignments yet, so the change is administrative and does not signal a shift in business direction.
Kristi Argyilan appointed to the board on February 11, 2026, effective immediately
Fills a vacancy in the class of directors with a term expiring at the 2027 annual meeting
Compensated under the standard non-employee director policy and eligible for the Directors' Deferred Compensation Plan
No committee assignments have been made; no related party transactions reported
Etsy signed an agreement on February 15, 2026 to sell its Depop fashion resale marketplace subsidiary to eBay for approximately $1.2 billion in cash, subject to purchase price adjustments. The deal is expected to close in the second quarter of 2026, subject to antitrust approvals and other closing conditions. Etsy said it will use the proceeds for general corporate purposes, continued share repurchases and investment in its core marketplace.
Purchase price is approximately $1.2 billion in cash, subject to adjustments for Depop's working capital, transaction expenses, cash, indebtedness and certain forfeited equity awards
Expected closing is the second quarter of 2026; outside date is November 15, 2026, extendable to February 15, 2027 for antitrust approvals
Purchaser would pay Etsy a $90 million termination fee in certain antitrust-related terminations and an additional $70 million fee on certain other termination events
Etsy will report fourth quarter and full year 2025 results and first quarter 2026 outlook the day after this announcement, per the press release
ONE Gas, Inc. said Curtis Dinan, its senior vice president and chief operating officer, will be promoted to president and chief operating officer effective March 1, 2026. CEO Robert McAnnally will remain chief executive officer and focus on long-term strategy, and the company said the change does not alter its strategy, regulatory commitments or financial outlook.
Curtis Dinan, 58, becomes president and chief operating officer effective March 1, 2026, and will run day-to-day natural gas distribution operations, reporting to McAnnally.
Dinan's base salary will rise to $600,000, with a short-term incentive target of 75% of base salary.
Dinan's 2026 long-term equity award has a grant date value of $1,000,000, split 60% performance stock units and 40% restricted stock units.
Robert S. McAnnally, 62, continues as president and chief executive officer's role of chief executive officer with no material change to his employment terms or compensation.
Equinix said Chief Sales Officer Mike Campbell will retire from that role effective March 31, 2026, and will then serve as a part-time Special Advisor through March 5, 2027. The change is a planned executive transition, and the filing does not indicate any financial results or guidance impact.
Campbell retires as Chief Sales Officer effective March 31, 2026
Transition Agreement signed February 16, 2026; Special Advisor role runs through March 5, 2027
Special Advisor base salary of $150,000 per year; no bonus eligibility after March 31, 2026
Previously granted equity awards continue to vest during the Transition Period
Mondelez International entered into a new $1.5 billion 364-day senior unsecured revolving credit agreement on February 18, 2026, with JPMorgan Chase Bank, N.A. as administrative agent, and terminated its prior $1.5 billion 364-day facility dated February 19, 2025. The filing describes the facility as available for general corporate purposes, working capital and support of its commercial paper program, and it requires minimum shareholders' equity of at least $25.0 billion.
New facility: $1.5 billion, 364-day senior unsecured revolver, terminating February 17, 2027
Prior $1.5 billion 364-day revolving credit agreement, dated February 19, 2025, was terminated
Company may request up to $500 million in additional commitments and extend loan maturity to February 17, 2028
Covenant requires minimum shareholders' equity of not less than $25.0 billion
On February 12, 2026, Werner Enterprises' Compensation Committee approved 2026 base salaries, restricted stock and performance stock awards for five named executive officers, effective February 13, 2026. The filing also sets the parameters of the 2026 annual incentive cash bonus program, tied to operating income and revenue excluding fuel surcharge, plus individual performance. Performance stock vests based on three-year diluted EPS growth for 2026 through 2028, adjusted by a relative total shareholder return modifier.
CEO Derek J. Leathers: base salary of $980,000, 66,572 restricted stock units and 74,137 performance stock units at target
Restricted stock vests in three installments of 34%, 33% and 33% over the first three anniversaries of the grant
Performance stock payout ranges from 0% to 200% of target based on average annual diluted EPS growth for January 1, 2026 through December 31, 2028, with a plus or minus 25% TSR modifier
2026 annual bonus targets range from 80% to 125% of each executive's base salary, with payouts from 0% to 200% of target
Director Kevin Brewer told the board on February 13, 2026 that he will not seek re-election at FormFactor's 2026 annual stockholder meeting, which the company expects to hold on May 15, 2026. The company says his decision does not reflect any disagreement with FormFactor on its operations, policies or practices, and the filing reports no financial results.
Kevin Brewer, a director since 2024, notified the board on February 13, 2026 of his decision
The 2026 annual meeting of stockholders is expected on May 15, 2026
Brewer sits on the Audit Committee and the Governance and Nominating Committee
Brewer was previously CFO and Executive Vice President of Global Operations at Axcelis Technologies until October 2023
Kraft Heinz said Pedro Navio, Executive Vice President and President, North America, will step down effective February 22, 2026, to pursue other opportunities. He will remain as an advisor through March 6, 2026, and is entitled to severance under the company's Amended and Restated Severance Pay Plan for Salaried Employees. The filing does not name a successor, and it gives no financial figures for the change.
Pedro Navio steps down as EVP and President, North America, effective February 22, 2026
Navio stays on as an advisor through March 6, 2026
Navio is entitled to severance payments under the company's salaried employee severance plan
MSG Sports said its Chief Financial Officer, Victoria Mink, agreed on February 17, 2026 to leave the company, and a successor search has started. Its board also unanimously approved a plan to explore a possible spin-off that would separate the New York Knicks from the New York Rangers into two public companies, though the filing says there is no assurance the transaction will be completed.
Victoria Mink, Executive Vice President, CFO and Treasurer, agreed to leave on February 17, 2026, and will stay on for a period to assist with the spin-off and a transition.
Mink will receive severance under her employment agreement; the filing says her departure is not related to any disagreement on accounting or disclosure matters.
The possible spin-off would create two publicly traded companies, with record holders of Class A and Class B common stock receiving a pro-rata distribution of 100% of the new company's common stock.
Completion depends on league approvals, a tax opinion from counsel and final company board approval.
Bread Financial entered into termination agreements on February 17, 2026, unwinding capped call transactions linked to its 4.25% convertible senior notes issued in June 2023. The company says no notes remained outstanding as of December 31, 2025, and the counterparties will deliver shares of common stock to the company under the agreements, which are expected to settle by the end of February 2026.
Agreements dated February 17, 2026 terminate in full the capped call transactions with each option counterparty.
Hypothetically, settlement at the February 17, 2026 volume-weighted average price would have delivered about 1.5 million shares to the company; the actual number depends on the stock's performance during the unwind period and may be higher
Settlement is expected one business day after each unwind period ends, with all agreements expected to settle on or before the end of February 2026.
Shares received will not reduce any existing or future share repurchase authorization.
Philip Morris International reaffirmed its 2026 full-year reported diluted EPS forecast of $7.87 to $8.02 while presenting at the Consumer Analyst Group of New York Conference. The forecast is unchanged from the February 6, 2026 earnings release, so shareholders see no change to guidance in this filing.
Reported diluted EPS forecast of $7.87 to $8.02 for 2026 was reaffirmed, with assumptions unchanged from the February 6, 2026 earnings release.
Adjusted diluted EPS forecast of $8.38 to $8.53 represents growth of 11.1% to 13.1% versus $7.54 in 2025.
Excluding a favorable currency impact of $0.27 per share, adjusted growth is projected at 7.5% to 9.5%.
CEO Jacek Olczak and CFO Emmanuel Babeau were scheduled to present at about 10:00 a.m. ET on February 18, 2026.
On February 18, 2026, Granite Construction agreed with a limited number of holders to exchange $100 million of its 3.75% Convertible Senior Notes due 2028, with consideration based partly on its share price over a 15 trading-day period. At an assumed price of $128.61 per share, the total purchase price would be about $283 million, paid entirely in cash. The company also partly unwound related capped call transactions, and it expects $273.75 million of the notes to remain outstanding and about 2.2 million shares to leave its diluted share count.
Exchange of $100 million principal of 3.75% Convertible Senior Notes due 2028, agreed on February 18, 2026
At an assumed $128.61 daily VWAP, total purchase price is about $283 million including accrued interest, all in cash
Stock is delivered only if the average VWAP exceeds $140.00 over the 15 trading-day Measurement Period beginning February 18, 2026
Expected notes outstanding after closing: $273.75 million; about 2.2 million shares removed from diluted share count
Marvell Technology filed a prospectus supplement to its automatic shelf registration statement on Form S-3 on February 18, 2026. The 8-K was filed only to attach a legality opinion from Wilson Sonsini Goodrich & Rosati covering the securities in that supplement. The filing does not state the amount, type, or price of securities offered.
Prospectus supplement filed February 18, 2026 under Form S-3 Registration No. 333-285742
Filing made solely to attach Exhibit 5.1, a legality opinion from Wilson Sonsini Goodrich & Rosati
Exhibit 23.1 consent from Wilson Sonsini is included within Exhibit 5.1
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.