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).
K2 Capital Acquisition Corp. said holders of its units may elect to separately trade Class A ordinary shares and rights starting on or about February 25, 2026. The shares and rights will trade on NASDAQ under KTWO and KTWOR, while unseparated units continue to trade as KTWOU.
Separate trading of Class A ordinary shares and rights begins on or about February 25, 2026
Class A shares trade under KTWO and rights under KTWOR on NASDAQ
On February 20, 2026, Illinois Tool Works entered a $3.0 billion, five-year credit agreement with JPMorgan Chase Bank, N.A. as Agent and Citibank, N.A. as Syndication Agent, and terminated its existing credit agreement dated October 21, 2022. The company reported that no amounts were outstanding under either facility as of February 20, 2026, so the change refinances the revolver rather than adding borrowed funds.
New $3.0 billion five-year credit agreement dated February 20, 2026, with JPMorgan Chase Bank, N.A. as Agent and Citibank, N.A. as Syndication Agent
Replaces the existing revolver that was scheduled to terminate on October 21, 2027; the prior agreement was terminated on February 20, 2026
No amounts outstanding under either facility as of February 20, 2026
Company may request an increase of the total facility up to $5.0 billion, at the lenders' discretion; includes a minimum interest coverage ratio covenant
Knowles Corporation's Compensation Committee granted Chief Operating Officer Daniel J. Giesecke a special award of performance share units on February 17, 2026, with a grant date fair value of $500,000. The units vest only if revenue and adjusted EBIT goals for the Cornell Dubilier business unit are met over 2026 and 2027, and remain subject to his continued employment.
Award granted February 17, 2026 to COO Daniel J. Giesecke under the 2018 Equity and Cash Incentive Plan
Target of 18,423 PSUs, grant date fair value of $500,000; payout ranges from 0% to 140% of target
Performance period January 1, 2026 to December 31, 2027, based on Cornell Dubilier revenue and adjusted EBIT goals
Units are forfeited if employment ends before the performance period ends, except under specified change-of-control terms
Idea Acquisition Corp., a blank check company, closed its initial public offering on February 12, 2026, selling 35 million units at $10.00 each for $350 million in gross proceeds. The $350 million was placed in a U.S.-based trust account, and the company has 24 months from the closing to complete a business combination or return the trust funds to public shareholders.
35,000,000 units sold at $10.00 per unit, for $350 million in gross proceeds, closed February 12, 2026
Each unit includes one Class A ordinary share and one-third of one redeemable warrant exercisable at $11.50 per share
Private placement of 6,000,000 warrants at $1.50 each for $9 million, of which $2 million had not yet been received
Trust account held by Continental Stock Transfer & Trust Company; the company has 24 months from closing to complete a business combination
Ventas said its Senior Vice President, Chief Accounting Officer and Controller, Gregory R. Liebbe, is resigning to pursue other opportunities, with his last day set for February 27, 2026. The company said the resignation is not due to any disagreement, including on accounting practices or financial reporting. CFO Robert F. Probst will serve as interim Chief Accounting Officer while Ventas searches for a permanent successor.
Gregory R. Liebbe, SVP, Chief Accounting Officer and Controller, resigned; last day is February 27, 2026
Liebbe informed the company of his resignation on February 16, 2026
The company states the departure is not related to any disagreement on accounting or financial reporting
Robert F. Probst, EVP and CFO, will act as interim Chief Accounting Officer during a comprehensive search
On February 19, 2026, Tetra Tech's board appointed Roger R. Argus as a director, effective immediately, in connection with his promotion to Chief Executive Officer in February 2026. The board will have seven members, and Argus will not serve on any committee. At the same meeting, the votes show majority support for all six director nominees, the advisory pay resolution, the Employee Stock Purchase Plan amendment, and the ratification of PricewaterhouseCoopers LLP.
Roger R. Argus appointed to the board effective February 19, 2026; he has been President since October 2025 and joined the company more than 30 years ago
Board will consist of seven members, including Argus; he will not serve on any board committee
Prashant Gandhi received the fewest For votes among the six director nominees at 188,693,342, against 27,760,069 Against votes
PricewaterhouseCoopers LLP ratification for fiscal 2026: 212,448,506 For and 19,813,032 Against
On February 20, 2026, Gabelli Multimedia Trust amended its sales agreement with G.research, LLC, allowing it to sell up to 17,000,000 new common shares through at-the-market offerings. Shares may not be sold below net asset value per share plus the sales commission, and the fund began the offering the same day.
Up to 17,000,000 shares of common stock may be offered under Amendment No. 2 to the sales agreement dated April 16, 2025.
Sales are made through G.research, LLC, the sales manager, at prices not less than net asset value per share plus commission.
The offering was made under a prospectus supplement dated February 20, 2026, under shelf registration statement File No. 333-277213.
Proem Acquisition Corp I, a blank check company, completed its initial public offering of 13,000,000 units at $10.00 per unit, generating gross proceeds of $130 million. The company's balance sheet as of February 13, 2026 shows the full $130 million held in a trust account for public shareholders. The company has not selected a business combination target, so shareholders' funds remain in trust until a deal is completed or the company liquidates.
13,000,000 units sold at $10.00 per unit, for gross proceeds of $130 million
Private placement of 292,500 units to sponsor Proem SPAC Partners I LLC at $10.00 per unit, for $2.925 million
$130 million deposited in the trust account as of February 13, 2026
Company has until 24 months from the IPO closing to complete an initial business combination and has not selected a target
Zurn Elkay Water Solutions and its subsidiaries signed Amendment No. 3 to their First Lien Credit Agreement on February 19, 2026. The amendment increases the revolving credit facility from $200 million to $550 million, refinances amounts outstanding, and extends the maturity to February 19, 2031. The filing shows $540.1 million of additional borrowing capacity and $9.9 million of outstanding letters of credit after the Effective Date.
Revolving credit facility capacity increased from $200 million to $550 million
Maturity date for the new revolving facility is February 19, 2031
Following the Effective Date, $540.1 million of additional borrowing capacity and $9.9 million of outstanding letters of credit
Interest rate margins and commitment fees revised based on the net first lien leverage ratio
Bruker Corporation disclosed that director Cynthia M. Friend will not stand for re-election at the 2026 Annual Meeting, though she will serve out her term, and that its board declared a quarterly cash dividend of $0.05 per share payable April 7, 2026. The filing also says Jack Phillips was re-elected as a Class II director after stepping down from Class III, with his board service treated as uninterrupted since January 1, 2026.
Dr. Cynthia M. Friend, a director since May 2016 and member of the Compensation Committee, will not stand for re-election when her Class II term expires; the filing says the decision involves no disagreement with the company.
Quarterly cash dividend of $0.05 per share declared February 19, 2026, payable April 7, 2026, to holders of record at the close of business on March 23, 2026.
Jack Phillips stepped down as a Class III director on February 19, 2026, and was immediately re-elected as a Class II director; he will stand for re-election at the 2026 Annual Meeting.
Tyson Foods completed the sale of $500 million of 4.950% senior notes maturing February 20, 2036, under an existing shelf registration. The notes are general senior unsecured obligations and rank equally with the company's other senior unsecured debt, and the indenture limits secured debt, sale-leaseback transactions and certain mergers. The filing does not report how the proceeds will be used, and it contains no financial results.
Principal amount: $500 million; fixed interest rate of 4.950% per year.
Maturity date: February 20, 2036; interest paid semiannually starting August 20, 2026.
Trustee: The Bank of New York Mellon Trust Company, N.A.; the company may redeem the notes under the supplemental indenture terms.
Aramark's Compensation Committee approved special restricted stock unit grants worth $3,000,000 each to Chief Operating Officer Marc Bruno (U.S. Food and Facilities) and Chief Operating Officer, International Carl Mittleman, effective February 19, 2026 for Bruno. The RSUs vest on the earlier of a third anniversary of grant or six months after a permanent successor CEO starts, which signals the company is tying these executives to the leadership transition.
Special RSU grant to Marc Bruno with grant date fair value of $3,000,000, effective February 19, 2026
Special RSU grant to Carl Mittleman with grant date fair value of $3,000,000, same terms as Bruno's
Vesting: earlier of third anniversary of grant or six months after a permanent successor CEO begins work
Both grants approved February 17, 2026; accelerated vesting applies on certain qualifying terminations
ICU Medical's Compensation Committee approved an amendment to its Executive Severance Plan on February 20, 2026, extending the plan's expiration date by three years to December 31, 2028. The change is effective as of December 31, 2025, and the full amendment is filed as Exhibit 10.1.
Compensation Committee approved the amendment to the Executive Severance Plan on February 20, 2026
Amendment extends the plan's expiration date by three years, to December 31, 2028
Change is effective as of December 31, 2025; full text filed as Exhibit 10.1
On February 19, 2026, Oramed entered a Warrant Agreement with Scilex Holding Company. Oramed deferred an amortization payment originally due October 1, 2025 on Scilex's Tranche B Notes, in exchange for a new warrant to buy 100,000 Scilex common shares at an initial exercise price of $20.00 per share. The deferred payment was made to Oramed in November 2025, and the warrant is immediately exercisable.
Warrant Agreement with Scilex dated February 19, 2026, with the warrant to buy 100,000 Scilex common shares at an initial $20.00 exercise price
Warrant expires December 13, 2029 and is immediately exercisable; the exercise price can adjust, with a floor of $8.22 per share
Deferred amortization payment originally scheduled for October 1, 2025 on the Tranche B Notes was paid in November 2025
Oramed may not exercise the warrant if that would give it more than 4.99% of Scilex's outstanding common stock, a limit it can raise to no more than 9.99%
Abony Acquisition Corp. I, a blank check company, closed its initial public offering of 23,000,000 units at $10.00 per unit on February 20, 2026, including the full exercise of the underwriters' over-allotment option. The company placed $230,000,000 of the proceeds in a trust account for public shareholders, and the funds will not be released until a business combination is completed or public shares are redeemed under the terms described.
23,000,000 units sold at $10.00 each, generating gross IPO proceeds of $230,000,000, including 3,000,000 units from the over-allotment option
Private placement of 695,000 units for gross proceeds of $6,950,000, with 465,000 units bought by Abony Sponsor I LLC and 230,000 by BTIG, LLC
$230,000,000 placed in trust, to be held until the initial business combination, redemption if no combination is completed within the completion window, or a qualifying shareholder vote
Carnival Corporation and Carnival plc signed a Unification Agreement to combine their dual listed company structure into one company, Carnival Corporation, and move the parent from Panama to Bermuda. The deal is subject to shareholder, UK court, NYSE listing, SEC registration and other conditions, and can be terminated if conditions are not met by December 31, 2026.
Unification Agreement dated February 20, 2026; Carnival plc becomes a wholly-owned UK subsidiary of Carnival Corporation Ltd.
Hart-Scott-Rodino early termination received by both companies on January 29, 2026; German clearances received February 4 and February 18, 2026.
Remaining conditions include shareholder approvals, UK court sanction, NYSE listing approval, an effective Form S-4, and U.S. and German antitrust clearances.
If conditions are not satisfied or waived by December 31, 2026, the agreement may be terminated.
PulteGroup completed an underwritten public offering of $800.0 million in senior unsecured notes on February 20, 2026, split evenly between 4.250% notes due 2031 and 4.900% notes due 2036. The notes are guaranteed by the company's wholly-owned U.S. subsidiaries that guarantee its revolving credit facility, which adds to the company's long-term debt obligations.
Total offering of $800.0 million: $400.0 million of 4.250% Senior Notes due March 1, 2031 and $400.0 million of 4.900% Senior Notes due March 1, 2036
Interest paid semi-annually on March 1 and September 1, beginning September 1, 2026
Notes issued under an indenture with U.S. Bank Trust Company, National Association, as trustee, and carry a 101% change of control repurchase offer and covenants limiting secured debt and sale-leasebacks
RXO, Inc. closed a $400 million offering of 6.375% senior notes due May 15, 2031, and used part of the proceeds to redeem all of its outstanding 7.500% notes due 2027. After the redemption, no 2027 notes remain outstanding, so the company has refinanced that debt with new debt maturing five years later.
Offering: $400 million aggregate principal of 6.375% senior notes, maturing May 15, 2031; interest paid each May 15 and November 15, starting November 15, 2026
2027 notes redeemed on February 20, 2026 at 101.875% of principal, plus accrued interest; no 2027 notes remain outstanding
Notes are senior unsecured; guaranteed by certain wholly-owned domestic subsidiaries until an investment grade rating from at least two agencies
Company may redeem from May 15, 2028 at 103.188%, declining to 100.000% on or after May 15, 2030; change of control repurchase at 101%
Buckle said its Executive Vice President of Stores, Kari G. Smith, and Senior Vice President of Sales, Michelle M. Hoffman, retired effective February 13, 2026, as previously announced in a January 23, 2026 press release. Both executed separation agreements providing a one-time cash payment equal to twenty-six weeks of their most recent annual salary plus a $20,000 payment in lieu of COBRA healthcare reimbursement. The filing does not state who will fill these roles.
Kari G. Smith (EVP of Stores) and Michelle M. Hoffman (SVP of Sales) retired effective February 13, 2026
Separation agreements signed February 16, 2026 (Hoffman) and February 18, 2026 (Smith)
Each receives a one-time payment of twenty-six weeks of pay plus $20,000 in lieu of COBRA healthcare continuation
Eastman Chemical issued $600 million of 4.500% senior unsecured notes maturing February 20, 2031, with expected net proceeds of approximately $593.7 million. The company plans to use the proceeds for general corporate purposes, including working capital, capital expenditures, and debt repayment. The filing adds to the company's debt obligations but does not report earnings or guidance.
Notes: $600 million aggregate principal, 4.500%, maturing February 20, 2031
Expected net proceeds of approximately $593.7 million after underwriting discounts and offering expenses
Underwriting Agreement dated February 17, 2026, with Barclays, BofA Securities, Citigroup, J.P. Morgan and Mizuho as representatives
Interest paid semi-annually starting August 20, 2026; redeemable at any time before January 20, 2031 at a make-whole price
Southside Bank entered a split-dollar life insurance agreement with CEO Keith Donahoe, effective February 19, 2026, under which the bank owns the policies and receives the cash surrender value and part of the net death benefits. Separately, director Michael J. Bosworth will retire at the 2026 Annual Meeting on May 14, 2026, and the board size will shrink from 14 to 13 members.
If Donahoe dies while employed, his beneficiary receives $2,100,000, increased annually for inflation.
If Donahoe dies after leaving the bank with vested benefits, his beneficiary receives 1.5 times his final-year base salary, capped at net death proceeds.
After retirement, the bank will pay an annual gross-up bonus to cover federal income tax on the benefit.
Director Michael J. Bosworth, on the board since 2017, retires effective at the May 14, 2026 Annual Meeting under the company's Director Departure Policy.
American States Water amended its Equity Distribution Agreement on February 20, 2026, replacing Janney Montgomery Scott with Huntington Securities as a sales agent. The program allows sales of common shares of up to $200 million, of which approximately $40.7 million remains available, at the company's discretion.
Amendment dated February 20, 2026 replaces Janney Montgomery Scott LLC with Huntington Securities, Inc. as sales agent
Program covers common shares with an aggregate offering price of up to $200 million; approximately $40.7 million remains
Offerings are made under Form S-3 registration statement (File No. 333-277365) and a prospectus supplement dated February 27, 2024, as supplemented February 20, 2026
Other sales agents include Wells Fargo Securities, RBC Capital Markets and Siebert Williams Shank & Co.
Scotts Miracle-Gro filed revised historical financial data that reclassifies its Hawthorne business as a discontinued operation after the business met held-for-sale criteria in the first quarter of fiscal 2026. The recast changes how sales, continuing operations and per-share results are presented for fiscal 2024 and 2025, but the filing does not change the company's reported total net income for those periods.
Fiscal 2025 net sales are revised to $3,255.8 million from $3,413.1 million previously reported.
Fiscal 2025 diluted income from continuing operations is revised to $3.10 per share from $2.47 previously reported, with a $36.9 million loss from discontinued operations.
Fiscal 2025 GAAP net income remains $145.2 million, and the revisions are filed alongside the Form 10-Q for the period ended December 27, 2025, filed February 4, 2026.
Hasbro entered into a Fourth Amended and Restated Revolving Credit Agreement with Bank of America, N.A. as administrative agent on February 20, 2026. The senior unsecured facility has $1.1 billion in commitments and extends the term from September 5, 2028 to February 20, 2031, replacing the prior agreement dated September 5, 2023.
Commitments total $1.1 billion, with a potential incremental increase of up to $550.0 million
Maturity extended from September 5, 2028 to February 20, 2031
Pricing ranges from 75.0 to 150.0 basis points over Term Benchmark or Daily Benchmark Rate, based on debt rating and net leverage
Covenants require interest coverage of at least 3.00:1.00 and net total leverage of no more than 3.75:1.00, or 4.00:1.00 in the third fiscal quarter
XFLH Capital Corporation, a blank check company, completed its initial public offering of 10,000,000 units at $10.00 per unit on February 13, 2026, raising $100,000,000 in gross proceeds. The $100,000,000 from the offering and a related private placement was deposited in a U.S. trust account for public shareholders, and the company has 15 months from the closing to complete a business combination.
10,000,000 units sold at $10.00 each, generating $100,000,000 in gross proceeds on February 13, 2026
Private placement with sponsor XFLH Holdings Limited of 154,970 units, generating $1,549,700
$100,000,000 placed in trust account with Continental Stock Transfer & Trust Company as trustee
Company has 15 months from February 13, 2026 to complete an initial business combination; the 45-day over-allotment option covers up to 1,500,000 additional units
Cousins Properties' operating partnership issued $500 million of 4.875% senior notes maturing March 1, 2033, guaranteed by the company. Proceeds will mainly repay part of the borrowings under its credit facility, which were partly used to buy the 300 South Tryon office property in Charlotte. This is a debt financing rather than an equity issuance, and the filing does not state a change in earnings or guidance.
$500 million aggregate principal of 4.875% senior notes due March 1, 2033, issued February 20, 2026
Interest payable semi-annually on March 1 and September 1, starting September 1, 2026
Net proceeds to repay part of credit facility borrowings, with any remainder for general corporate purposes
Indenture requires total unencumbered assets of at least 150% of total unsecured debt
Five9 amended its December 2024 cooperation agreement with activist investor Anson Funds on February 17, 2026. The company will nominate existing director Sagar Gupta for election at its 2026 annual meeting, and Anson's voting and standstill obligations will continue until a set date tied to the 2027 annual meeting timeline.
Amendment dated February 17, 2026, to the December 8, 2024 cooperation letter agreement with Anson Funds Management LP and Anson Advisors Inc.
Five9 will nominate Sagar Gupta, a current Board member, for election at the 2026 Annual Meeting of Stockholders.
Anson's voting, standstill and other obligations continue until the earlier of 20 days before the 2027 nomination deadline or 120 days before the first anniversary of the 2026 annual meeting.
Hecla Mining's longtime director Stephen F. Ralbovsky retired from the Board effective February 19, 2026, after serving as Audit Committee chair. The Board appointed director Jill Satre as Audit Committee chair the same day, a routine governance change that does not alter the company's reported financial results.
Stephen F. Ralbovsky retired from the Board effective February 19, 2026; he had been a director since 2016.
Ralbovsky did not disclose any disagreement with the company on operations, policies, or practices.
Jill Satre was appointed Audit Committee chair on February 19, 2026; she joined the Board in October 2024.
Satre is Vice President Internal Audit & Corporate Compliance at TC Energy Corporation.
Domino's Pizza director James A. Goldman informed the company on February 18, 2026, that he will retire from the Board and will not stand for reelection at the April 2026 Annual Meeting of Shareholders. He will serve through the rest of his current term. The filing describes a board seat leaving at the end of the term, with no successor named.
Director James A. Goldman notified the company on February 18, 2026 of his retirement decision.
Goldman has served on the Board for more than 15 years and will not stand for reelection in April 2026.
He will remain on the Board through the remainder of his current term.
Exelon Corporation issued and sold $775 million in aggregate principal amount of 4.950% notes due March 15, 2036, on February 20, 2026. The company said net proceeds, together with available cash, will be used to retire its $750 million 3.400% notes due 2026 at maturity, with the remainder for general corporate purposes.
Notes: $775 million principal, 4.950% fixed interest, maturing March 15, 2036
Interest payable semi-annually on March 15 and September 15, beginning September 15, 2026
Proceeds to retire $750 million 3.400% notes due 2026 at maturity; remainder for general corporate purposes
Underwriting agreement dated February 18, 2026 with BNP Paribas Securities Corp., Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC as representatives
Choice Hotels said General Counsel, Corporate Secretary and External Affairs head Simone Wu intends to retire in the first half of 2026. She will remain in her role until a successor is appointed and will help with an orderly transition. The filing does not name a successor, and it reports no financial results or change to the company's outlook.
Simone Wu, Senior Vice President, General Counsel, Corporate Secretary & External Affairs, informed the company on February 20, 2026 of her intent to retire.
Retirement is expected in the first half of 2026, and she will stay in her role until a successor is appointed.
Her departure benefits follow her Non-Competition, Non-Solicitation & Severance Benefit Agreement, dated February 13, 2012 and amended March 25, 2013 and December 31, 2025.
Erie Indemnity said President and CEO Timothy G. NeCastro will retire on December 31, 2026, ending a 30-year career at the company, including his tenure as CEO since 2016. The board will begin a search for a successor immediately, and NeCastro will remain in his role through the end of 2026 to support continuity.
NeCastro retires as president and CEO on December 31, 2026, after serving as CEO since 2016
He has been with the company for 30 years, including roles in internal audit, finance, product and policy services, and regional field operations
The board has begun a search for a new president and CEO
NeCastro will continue as president of the Erie Insurance Foundation after retiring as CEO
Gaming and Leisure Properties reported fourth-quarter 2025 revenue of $407.0 million, up from $389.6 million a year earlier, and net income of $275.4 million, up from $223.6 million. The company also set 2026 AFFO guidance of $1.207 billion to $1.222 billion, or $4.06 to $4.11 per diluted share, and declared a first-quarter dividend of $0.78 per share, which shareholders can use to judge the company's cash flow outlook.
Q4 2025 revenue was $407.0 million versus $389.6 million in Q4 2024; diluted EPS was $0.94 versus $0.79.
Q4 2025 AFFO was $290.0 million versus $269.7 million, and full-year 2025 AFFO was $1.120 billion.
2026 AFFO guidance is $1.207 billion to $1.222 billion, or $4.06 to $4.11 per diluted share and OP/LTIP unit.
Board declared a first-quarter 2026 dividend of $0.78 per share, payable March 27, 2026 to holders of record on March 13, 2026.
Kirby Corporation expanded its Board of Directors from nine to ten members and elected Tracy A. Embree, former President of Otis Americas, as an independent Class I director effective February 16, 2026. The filing describes this as a board appointment with director pay, and it reports no financial results or change to executive roles.
Board expanded from nine to ten directors; Tracy A. Embree elected effective February 16, 2026 to serve until the 2026 annual meeting
Embree has more than 25 years of experience in power generation, manufacturing and distribution, including roles at Otis Worldwide and Cummins, Inc.
Director pay includes an automatic restricted stock grant of approximately $41,875 and a prorated annual fee of $21,250 paid quarterly
NOV Inc. disclosed that director Ben A. Guill resigned from its Board of Directors, effective after the February 19, 2026 Board meeting. He cited his future personal schedule and other time commitments, and the company said the resignation was not due to any dispute or disagreement with the company or the Board.
Ben A. Guill resigned as a director effective after the February 19, 2026 Board meeting.
Stated reason: future personal schedule and other time commitments.
The company said there was no dispute or disagreement on operations, policies, or practices.
Coca-Cola said Henrique Braun, its current Chief Operating Officer, will become Chief Executive Officer effective March 31, 2026, succeeding James Quincey, who will remain as Executive Chairman of the Board. The company also set the base salaries for both executives in letters dated February 19, 2026, which take effect on the same date. For shareholders, this is a planned leadership transition, and the filing does not describe any change to financial results or guidance.
Henrique Braun becomes Chief Executive Officer effective March 31, 2026, as previously announced on December 10, 2025.
Braun's base salary will be $1,450,000 and his target annual incentive will be 200% of base salary.
James Quincey continues as Executive Chairman with a base salary of $1,200,000 and a target annual incentive of 200% of base salary.
CMS Energy and its subsidiary Consumers Energy elected Diane Leopold and Richard P. Keyes to their boards of directors, effective February 20, 2026. Both boards increased their membership from nine to eleven, and the new directors take committee seats, including Leopold on Compensation and Human Resources and Finance, and Keyes on Audit and Governance, Sustainability and Public Responsibility. The filing describes board composition changes and does not report any financial results or guidance.
Diane Leopold, retired EVP and chief operating officer of Dominion Energy, joins the boards and the Compensation and Human Resources and Finance committees
Richard P. Keyes, president and CEO of Meijer, Inc., joins the boards and the Audit and Governance, Sustainability and Public Responsibility committees
Both boards increased authorized membership from nine to eleven members
Each new director will receive a pro-rata restricted stock grant and enter into Director Indemnification Agreements
Nucor's board elected John L. "Jack" Sullivan, currently Vice President, Treasurer and General Manager of Investor Relations, as Chief Financial Officer, Treasurer and Executive Vice President, effective March 1, 2026. Stephen D. Laxton, who has served as CFO, continues as President and Chief Operating Officer, so the change is a planned leadership handover in the finance role.
Sullivan's annual base salary will increase to $680,000 effective March 1, 2026.
Sullivan, 52, joined Nucor in 2022 and previously spent 13 years at Duke Energy and nine years at Bank of America.
Laxton was promoted to President and Chief Operating Officer effective January 1, 2026, and is covered by the 8-K as the officer he succeeds.
PPL Corporation reported 2025 reported earnings of $1.18 billion, or $1.59 per share, up from $888 million, or $1.20 per share, in 2024, and earnings from ongoing operations of $1.34 billion, or $1.81 per share, up from $1.69. The company forecast 2026 earnings of $1.90 to $1.98 per share, raised its capital plan to $23 billion for 2026 through 2029, and increased its quarterly dividend, which matters to shareholders because it sets out higher expected earnings and dividend growth.
Reported 2025 earnings were $1.18 billion, or $1.59 per share, compared with $888 million, or $1.20 per share, in 2024.
Earnings from ongoing operations were $1.34 billion, or $1.81 per share, compared with $1.69 per share in 2024.
2026 earnings forecast range is $1.90 to $1.98 per share, with a midpoint of $1.94 per share, a 7.2% increase over 2025 ongoing earnings.
Quarterly common dividend rises to $0.2850 per share from $0.2725, payable April 1, 2026, to shareowners of record as of March 10, 2026.
Balchem reported fourth-quarter 2025 net sales of $263.6 million, up 9.8%, and GAAP diluted EPS of $1.21 versus $1.03 a year earlier. For full-year 2025, net sales were $1.037 billion, up 8.8%, and GAAP EPS was $4.75 versus $3.93, and the company said it increased its dividend by a double-digit percentage.
Q4 2025 net earnings were $39.2 million, up 16.8%, and adjusted EBITDA was $67.9 million, up 8.1%.
Q4 adjusted EPS was $1.31 versus $1.13 a year earlier.
Full-year 2025 net earnings were $154.8 million, up 20.5%, and free cash flow was $173.6 million.
Q4 share repurchases totaled $53.6 million, and net debt was $89.4 million at December 31, 2025.
TDS reported fourth-quarter 2025 operating revenues of $330.7 million, up from $295.3 million a year earlier, and diluted EPS from continuing operations of $0.32 versus $0.01. For full-year 2025, revenues fell to $1.23 billion from $1.30 billion, but EPS from continuing operations was $0.39 compared with a loss of $1.24 in 2024. The company also gave 2026 estimates for TDS Telecom and Array, which shareholders can use to track results against guidance.
Q4 2025 diluted EPS from continuing operations was $0.32, versus $0.01 in Q4 2024
Full-year 2025 operating revenues were $1,228.2 million, down from $1,297.0 million in 2024
Array closed its wireless spectrum sale with AT&T on January 13, 2026, for $1.018 billion; a $10.25 per share special dividend was paid February 2, 2026
BWX Technologies appointed Daniel L. Jablonsky as a director effective March 2, 2026, expanding the board from nine to ten members. He will also serve on the Audit and Finance Committee, and the board determined he is independent and an audit committee financial expert.
Board increased from nine to ten directors on February 18, 2026
Jablonsky's initial term expires at the 2026 annual shareholder meeting
Non-employee director annual equity award is $165,000, per the 2025 proxy statement
Jablonsky previously served as CEO and chairman of Ursa Major and as CEO of Maxar Technologies
Cogent Communications reported fourth-quarter 2025 service revenue of $240.5 million, down 0.6% from the prior quarter and down 4.7% from a year earlier, and full-year 2025 service revenue of $975.8 million versus $1,036.1 million in 2024. Adjusted EBITDA rose to $76.7 million, and the basic and diluted net loss per share narrowed to $(0.64) from $(0.91) a year earlier, so revenue declined while profit measures improved for shareholders.
Q4 2025 service revenue was $240.5 million, down 0.6% sequentially and down 4.7% year over year.
Q4 2025 EBITDA, as adjusted, was $76.7 million, up 14.8% from $66.9 million in Q4 2024; the adjusted EBITDA margin was 31.9%.
Basic and diluted net loss per share was $(0.64) for Q4 2025 versus $(0.91) for Q4 2024; full-year 2025 was $(3.80) versus $(4.28) for 2024.
The Board approved a regular quarterly dividend of $0.02 per share payable March 20, 2026, and 2025 dividends totaled $150.1 million, or $3.05 per share.
Western Union reported fourth-quarter 2025 revenue of $1.0 billion, down 5%, while GAAP EPS fell to $0.36 from $1.13 because the prior year included a $0.75 tax benefit. Adjusted EPS rose to $0.45 from $0.40, and the company gave 2026 GAAP EPS guidance of $1.50 to $1.60 and adjusted EPS guidance of $1.75 to $1.85, assuming the pending International Money Express acquisition closes in the second quarter of 2026.
Q4 revenue was $1.0 billion, down 5%; Consumer Services revenue rose 15% while Consumer Money Transfer revenue fell 7%.
Q4 GAAP EPS was $0.36 versus $1.13 a year earlier; adjusted EPS was $0.45 versus $0.40.
Full-year 2025 revenue was $4.1 billion, down 4%; GAAP EPS was $1.52 versus $2.74 and adjusted EPS was $1.75 versus $1.74.
2026 outlook: GAAP revenue growth of 5% to 8% and GAAP EPS of $1.50 to $1.60; the Board approved a first-quarter 2026 dividend of $0.235 per share.
DNOW reported fourth-quarter and full-year 2025 results, the first to include its completed merger with MRC Global, which closed on November 6, 2025. Full-year revenue rose to $2.82 billion from $2.37 billion, but a GAAP net loss of $89 million, or $(0.76) per diluted share, was driven mainly by transaction charges, and adjusted diluted EPS fell to $0.86 from $0.91.
Full-year 2025 revenue was $2,820 million versus $2,373 million in 2024
Fourth-quarter net loss attributable to DNOW was $147 million, or $(0.95) per diluted share, primarily due to transaction charges
Fourth-quarter adjusted net income was $23 million, or $0.15 per diluted share, versus $0.25 a year earlier
First-year merger cost synergies are projected at $23 million, and the $70 million three-year synergy commitment is unchanged
Lamar Advertising reported fourth-quarter and full-year 2025 results on February 20, 2026, with net revenues up 2.8% in the quarter and 2.7% for the year. Quarterly net income rose from a year-earlier loss, but the comparison is distorted by a $159.7 million asset retirement obligation charge recorded in the 2024 period, and full-year free cash flow fell 5.3%. The company guided 2026 diluted earnings per share to $5.72 to $5.83 and diluted AFFO per share to $8.50 to $8.70.
Q4 2025 net revenues were $595.9 million, up 2.8% from $579.6 million; net income was $154.7 million versus a net loss of $1.0 million a year earlier
Full-year 2025 net revenues were $2.27 billion, up 2.7%; diluted EPS was $5.77 versus $3.52, helped by a $68.6 million gain on the sale of its Vistar Media stake
Full-year 2025 free cash flow was $696.6 million, down 5.3%; Q4 diluted AFFO per share rose 1.4% to $2.24
2026 guidance: diluted EPS of $5.72 to $5.83 and diluted AFFO per share of $8.50 to $8.70
ESAB reported fourth quarter and full year 2025 results that match the preliminary figures it released on February 2, 2026, filed alongside its 10-K. Reported sales grew, but GAAP earnings per share from continuing operations declined from the prior year, while core adjusted EPS rose. The company reaffirmed its 2026 outlook, which it said is consistent with its February 2 guidance.
Q4 2025 sales were $721 million, up 7% reported but down 2% in core organic sales; Q4 GAAP diluted EPS from continuing operations was $0.82, versus $1.18 a year earlier.
Q4 core adjusted EPS was $1.35, versus $1.28 in Q4 2024; full year core adjusted EPS was $5.27, versus $5.06.
Full year 2025 sales were $2,843 million, up 4% reported and flat in core organic sales; full year GAAP diluted EPS from continuing operations was $4.10, versus $4.68 in 2024.
For full year 2026, ESAB expects core adjusted EBITDA of $575 to $595 million and core adjusted EPS of $5.70 to $5.90.
Autoliv said director Martin Lundstedt will not stand for re-election, ending his board term at the 2026 Annual Stockholders Meeting, and that the company's Franz-Josef Kortüm will also leave the board after reaching the mandatory retirement age. The board will cut its size from eleven members to nine after the 2026 annual meeting votes are counted. For shareholders, this is a governance change affecting board composition, and the filing states Lundstedt's decision was not the result of any disagreement with the company.
Martin Lundstedt, a director since 2021, will not stand for re-election; his term ends at the 2026 Annual Stockholders Meeting on May 7, 2026.
Franz-Josef Kortüm will not stand for re-election after reaching the company's mandatory director retirement age.
Board size will fall from eleven to nine members, effective after the polls close at the 2026 Annual Meeting.
Record date for the annual meeting is March 11, 2026; the meeting will be in-person only.
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.