AI filing briefs · archive

8-K filings in February 2026, explained

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).

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TDWTIDEWATER INC Feb 23, 9:54 PM ET

Tidewater to buy Wilson Sons UltraTug offshore vessels for $500 million in cash

Neutral m&a Written later 1.017.01

Tidewater signed an agreement on February 22, 2026 to acquire Wilson Sons UltraTug's shipping business, which owns 22 platform supply vessels, for a $500 million all-cash purchase price before adjustments. The deal is expected to close in late second quarter 2026, subject to Brazilian antitrust approval and other conditions, and the filing does not report a current earnings impact for shareholders.

  • Purchase price of $500 million, subject to adjustments, including a reduction for about $261 million of assumed debt as of September 30, 2025
  • Company expects to close the transaction in late second quarter 2026; the agreement's outside date is December 31, 2026
  • Target fleet includes 22 platform supply vessels, 19 of them Brazilian-built; a $7.5 million break payment applies in certain circumstances
  • Company said it expects the deal to be accretive to 2026 and 2027 earnings and free cash flow per share, and updated 2026 guidance was referenced
Read the filing on SEC.gov ↗
ZDZIFF DAVIS, INC. Feb 23, 8:23 PM ET

Ziff Davis Q4 revenue falls 1.5% to $406.7 million; defers 2026 guidance

Mixed guidance Written later 2.027.01

Ziff Davis reported preliminary unaudited fourth-quarter 2025 revenue of $406.7 million, down from $412.8 million a year earlier, and net income of $0.4 million versus $64.1 million, including a $58.0 million pre-tax loss on a business sale. Full-year revenue rose 3.5% to $1.45 billion, but the company deferred its fiscal 2026 guidance while it evaluates possible sales of entire divisions, which leaves shareholders without a forecast for next year.

  • Q4 2025 revenue was $406.7 million, down from $412.8 million in Q4 2024; diluted EPS was $0.01 versus $1.43.
  • Full-year 2025 revenue rose 3.5% to $1.45 billion; GAAP diluted EPS fell to $1.15 from $1.42, while adjusted diluted EPS rose 0.2% to $6.63.
  • Fiscal 2026 guidance is deferred while outside advisers evaluate value-creating opportunities, including the potential sale of entire divisions.
  • The company repurchased $173.8 million of its stock in 2025 and reported free cash flow of $287.9 million; the earnings call is set for February 24, 2026 at 8:30 a.m. ET.
Read the filing on SEC.gov ↗
TNCTENNANT CO Feb 23, 7:02 PM ET

Tennant posts Q4 2025 net loss of $4.4 million on ERP disruption; issues 2026 outlook

Negative earnings Written later 2.02

Tennant Company reported fourth-quarter and full-year 2025 results with a fourth-quarter net loss of $4.4 million, tied to disruption from its North America ERP system go-live. Full-year 2025 net sales and adjusted EBITDA came in below the company's prior guidance ranges, and net income fell 47.7% from 2024. The company also forecast 2026 net sales of $1,240 million to $1,280 million and expects margins to improve gradually through the year, with a weaker first quarter.

  • Q4 2025 net sales were $291.6 million, down 11.3% from $328.9 million; net loss was $4.4 million, or $0.23 per diluted share, versus net income of $6.6 million a year earlier
  • Full-year 2025 net sales of $1,203.5 million fell below the $1.21 billion to $1.25 billion guidance range; adjusted EBITDA of $167.4 million fell below the $196 million to $209 million range
  • The company estimates the ERP disruption reduced Q4 2025 net sales by roughly $30 million and adjusted EBITDA by about $22 million
  • 2026 guidance includes net sales of $1,240 million to $1,280 million and diluted EPS of $4.05 to $4.65; a two-week manufacturing shutdown in early January will significantly affect first-quarter sales and costs
Read the filing on SEC.gov ↗
NOGNORTHERN OIL & GAS, INC. Feb 23, 6:07 PM ET

Northern Oil and Gas closes Ohio Utica acquisition and upsizes credit facility

Neutral m&a Written later 1.012.012.037.01

Northern Oil and Gas closed its joint acquisition of non-operated Ohio Utica Shale upstream and midstream interests from Antero on February 23, 2026, taking a 40% stake alongside INR's 60%. The same day, Northern amended its revolving credit facility, raising the elected commitment to $1.8 billion and the borrowing base to $1.975 billion, which the company said adds $200 million of liquidity.

  • Closing payment by Northern was $464.5 million in cash, including a $58.8 million deposit paid at signing, subject to post-closing settlements with Antero
  • Northern's unadjusted purchase price share is $480 million: $320 million for the upstream assets and $160 million for the midstream assets
  • Northern funded the deal with cash on hand, operating free cash flow and revolver borrowings
  • Credit facility elected commitment rose from $1.6 billion to $1.8 billion with Wells Fargo as administrative agent; other terms were described as substantially unchanged
Read the filing on SEC.gov ↗
KDPKeurig Dr Pepper Inc. Feb 23, 5:17 PM ET

Keurig Dr Pepper upsizes preferred stock sale to $4.5 billion for JDE Peet's deal

Neutral financing Written later 1.013.027.018.01

Keurig Dr Pepper signed agreements to raise its convertible preferred investment to $4.5 billion from $3 billion, and to form a pod manufacturing joint venture with a $4.0 billion investor commitment, both tied to its planned JDE Peet's acquisition. The company said it will no longer consider a partial IPO of Beverage Co., and that the JDE Peet's deal is expected to close in early April 2026. The filing contains no revenue, profit or guidance results for the period.

  • Convertible preferred investment increased by 1,500,000 shares, or $1.5 billion, to $4.5 billion, at $1,000 per share with an initial conversion price of $37.25 per share
  • $4.0 billion investment into the Pod Manufacturing JV for a 49% interest, with KDP retaining 51%
  • Expected close of the JDE Peet's acquisition in early April 2026; transaction closing deadline for the JV is March 3, 2027
  • Company plans to finance the acquisition with approximately $9 billion of long-term debt, $8.5 billion of equity and about $5 billion of assumed JDE Peet's bonds
Read the filing on SEC.gov ↗
VIRVir Biotechnology, Inc. Feb 23, 5:16 PM ET

Vir Biotechnology to co-develop VIR-5500 with Astellas; $335 million upfront and near-term payments

Mixed product/contract Written later 1.012.023.028.01

Vir Biotechnology agreed with Astellas on a global collaboration to co-develop and co-commercialize VIR-5500, a Phase 1 prostate cancer candidate, with closing subject to U.S. antitrust clearance. The same day, the company reported 2025 results: full-year revenue fell to $68.6 million while the full-year net loss narrowed to $438.0 million.

  • Vir to receive $335 million in upfront and near-term milestone payments, including $240 million in cash, a $75 million equity investment and a $20 million milestone
  • Astellas agreed to buy 7,239,382 shares at $10.36 per share, a 50% premium to the 30-day volume weighted average price as of February 17, 2026
  • Vir is eligible for up to $1.37 billion in future milestones; U.S. profit and loss are shared equally and Vir holds a U.S. co-promotion option
  • Full-year 2025 revenue was $68.6 million versus $74.2 million in 2024; full-year net loss was $438.0 million, or $(3.16) per share, versus $522.0 million, or $(3.83) per share
Read the filing on SEC.gov ↗
OVVOvintiv Inc. Feb 23, 5:07 PM ET

Ovintiv reports 2025 net earnings of $1.2 billion and $3.0 billion buyback plan

Positive earnings Written later 2.028.01

Ovintiv reported full-year 2025 net earnings of $1.2 billion, or $4.78 per diluted share, up from $1.125 billion, or $4.21 per diluted share, in 2024. The company also authorized a share buyback program totaling $3.0 billion and said 2026 shareholder returns will be at least 75% of full-year Non-GAAP Free Cash Flow, which increases the share of cash returned to shareholders.

  • Full-year 2025 net earnings of $1.2 billion ($4.78 per diluted share), compared with $1.1 billion ($4.21) in 2024
  • Fourth-quarter 2025 net earnings of $946 million ($3.70 per diluted share)
  • Board authorized a share buyback program totaling $3.0 billion; buybacks expected to begin immediately
  • Quarterly dividend of $0.30 per share, payable March 31, 2026, to holders of record on March 13, 2026
Read the filing on SEC.gov ↗
WLKWESTLAKE CORP Feb 23, 4:55 PM ET

Westlake CFO Steve Bender to retire; Bob Patel and CEO Jean-Marc Gilson join board

Neutral leadership Written later 5.027.01

Westlake Corporation said Chief Financial Officer M. Steven Bender intends to retire, effective when a successor is appointed; the filing does not name a successor. The board also expanded to fourteen members and elected former LyondellBasell CEO Bhavesh V. "Bob" Patel and CEO Jean-Marc Gilson as directors, which changes board composition and management's board representation.

  • Bender notified the company on February 19, 2026 of his intention to retire as Executive Vice President and Chief Financial Officer, effective upon appointment of his successor
  • Board increased to fourteen members and elected Patel and Gilson on February 20, 2026
  • Patel received a restricted stock unit grant with an aggregate grant date fair value of $175,000, vesting February 20, 2027
  • Gilson, the company's President and CEO, will receive no additional compensation for board service and serves a term expiring at the 2026 annual meeting
Read the filing on SEC.gov ↗
AESIAtlas Energy Solutions Inc. Feb 23, 4:40 PM ET

Atlas Energy Solutions swings to 2025 net loss of $50.3 million on 3.7% higher revenue

Mixed earnings Written later 2.027.01

Atlas Energy Solutions reported fourth-quarter and full-year 2025 results, with revenue up 3.7% to $1.1 billion but a net loss of $50.3 million, compared with net income of $59.9 million in 2024. Adjusted EBITDA fell to $221.7 million from $288.9 million, and the company expects first-quarter 2026 EBITDA to be flat with the fourth quarter, which shareholders will weigh against the full-year swing to a loss.

  • Full-year 2025 revenue was $1.1 billion, up $39.4 million, or 3.7%, from 2024; net loss was $(50.3) million versus net income of $59.9 million in 2024.
  • Fourth-quarter 2025 revenue was $249.4 million, down 3.9% from the third quarter, with a net loss of $(22.2) million and Adjusted EBITDA of $36.7 million.
  • Q1 2026 guidance: EBITDA expected to be flat with fourth-quarter results, reflecting lower realized sand pricing and about $6 million of weather impact in January.
  • Company is targeting approximately 500 MW of power generation capacity deployed in 2027; total liquidity was $108.5 million as of December 31, 2025.
Read the filing on SEC.gov ↗
KWRQUAKER CHEMICAL CORP Feb 23, 4:36 PM ET

Quaker Chemical Q4 sales up 6% to $468.5 million; full-year net loss $2.5 million

Mixed earnings Written later 2.02

Quaker Chemical reported fourth-quarter 2025 net sales of $468.5 million, up 6%, and net income of $20.7 million, or $1.18 per diluted share, versus $0.81 a year earlier. For the full year, the company posted a net loss of $2.5 million, or $0.14 per share, compared with net income of $116.6 million in 2024, after an $88.8 million impairment charge and $35.1 million of restructuring charges. Management expects end markets to remain at similar levels through the first half of 2026 and says it is confident in revenue and adjusted EBITDA growth in 2026, but the filing gives no numeric guidance.

  • Q4 2025 net sales were $468.5 million, up from $444.1 million; net income was $20.7 million, or $1.18 per diluted share, versus $0.81 a year earlier.
  • Full-year 2025 net loss of $2.5 million ($0.14 per diluted share) compared with net income of $116.6 million in 2024, including an $88.8 million impairment charge.
  • Q4 adjusted EBITDA rose 11% to $71.9 million; full-year non-GAAP EPS was $7.02 versus $7.44.
  • Operating cash flow was $136.5 million in 2025 versus $204.6 million in 2024; net debt was $691.4 million at December 31, 2025.
Read the filing on SEC.gov ↗
BSXBOSTON SCIENTIFIC CORP Feb 23, 4:33 PM ET

Boston Scientific adds $4.0 billion to buyback and appoints two new directors

Positive shareholder Written later 5.027.018.01

Boston Scientific expanded its board from ten to twelve members and appointed Catherine R. Smith and Christophe P. Weber as directors, effective February 18, 2026. The board also approved a $4.0 billion increase to its stock repurchase authorization, bringing the total available to $5.0 billion, all of which remained available as of the filing date.

  • Board increased from ten to twelve members on February 18, 2026; Catherine R. Smith and Christophe P. Weber appointed directors effective that date.
  • Smith joins the Audit and Nominating and Governance committees; Weber joins the Executive Compensation and Human Resources and Risk, Science and Technology committees, effective February 23, 2026.
  • On February 18, 2026, the board approved an additional $4.0 billion repurchase authorization, for a total of $5.0 billion.
  • Each new director will receive prorated annual compensation, including a cash retainer of about $24,663 and an equity award of about $42,420, with shares granted March 2, 2026.
Read the filing on SEC.gov ↗
JBTMJBT MAREL Corp Feb 23, 4:32 PM ET

JBT Marel reports 2025 loss of $50 million on $3.8 billion revenue; guides to growth

Mixed earnings Written later 2.02

JBT Marel reported fourth quarter and full year 2025 results, with full year revenue of $3.8 billion and a loss from continuing operations of $50 million, compared with income of $84.6 million in 2024. The company also issued 2026 guidance calling for revenue of $3,990 million to $4,065 million and adjusted EPS of $8.00 to $8.50, which matters to shareholders because the 2025 GAAP loss was driven by a $147 million pension settlement charge and $115 million in M&A costs, while adjusted EPS rose to $6.41 from $6.15.

  • Full year 2025 revenue was $3.8 billion, up from $1.7 billion in 2024, and fourth quarter revenue was $1,008.0 million versus $467.6 million a year earlier.
  • Full year 2025 diluted loss per share from continuing operations was $0.96, compared with diluted earnings of $2.63 in 2024; adjusted EPS was $6.41 versus $6.15.
  • Full year 2026 guidance: revenue of $3,990 million to $4,065 million, GAAP EPS of $4.70 to $5.15, and adjusted EBITDA of $675 million to $710 million.
  • Full year 2025 free cash flow was $250 million, and net debt to trailing twelve months adjusted EBITDA was 2.9x; an Investor Day is scheduled for March 26, 2026.
Read the filing on SEC.gov ↗

Martin Marietta closes asset exchange with Quikrete, receives $450 million cash

Positive m&a Written later 2.017.01

Martin Marietta completed its asset exchange with Quikrete Holdings on February 23, 2026. It acquired aggregates operations producing about 20 million tons annually in Virginia, Missouri, Kansas and Vancouver, British Columbia, plus $450 million in cash, and gave up its Midlothian cement plant, related cement terminals, Texas ready-mixed concrete assets and certain nonoperating land. The company also updated its 2026 guidance to include the transaction, with midpoint revenue of $7,160 million and adjusted EBITDA from continuing operations of $2,430 million.

  • Martin Marietta received aggregates operations producing about 20 million tons annually plus $450 million in cash.
  • Martin Marietta transferred its Midlothian cement plant, related cement terminals, Texas ready-mixed concrete assets and certain nonoperating land.
  • Updated 2026 guidance midpoint: revenues $7,160 million, adjusted EBITDA from continuing operations $2,430 million, capital expenditures $575 million.
  • Guidance includes aggregates shipment volume growth of 12.0% (2.0% organic) and average selling price growth of 2.5% (5.0% organic).
Read the filing on SEC.gov ↗
ERIEERIE INDEMNITY CO Feb 23, 4:20 PM ET

Erie Indemnity Q4 net income falls to $63.4 million after $100 million charitable contribution

Mixed earnings Written later 2.028.01

Erie Indemnity reported fourth-quarter 2025 net income of $63.4 million, or $1.21 per diluted share, down from $152.0 million, or $2.91, a year earlier. Full-year 2025 net income was $559.3 million, or $10.69 per diluted share, versus $600.3 million, or $11.48, in 2024. Total operating revenue rose in both periods, but the company's $100 million charitable contribution to the Erie Insurance Foundation reduced net income by $80.6 million after tax, or $1.54 per diluted share.

  • Q4 2025 net income $63.4 million, or $1.21 per diluted share, versus $152.0 million, or $2.91, in Q4 2024
  • Full-year 2025 net income $559.3 million, or $10.69 per diluted share, versus $600.3 million, or $11.48, in 2024
  • Total operating revenue $951.0 million in Q4 2025 versus $924.1 million in Q4 2024
  • Board approved dividend No. 383 of $1.4625 per Class A share, payable April 21, 2026 to holders of record April 7, 2026
Read the filing on SEC.gov ↗
BCCBOISE CASCADE Co Feb 23, 4:18 PM ET

Boise Cascade 4Q net income falls 87% to $8.7 million; CEO Jorgensen to retire

Negative earnings Written later 2.02

Boise Cascade reported fourth quarter 2025 net income of $8.7 million, or $0.24 per diluted share, on sales of $1.5 billion, down from $68.9 million, or $1.78 per share, a year earlier. For full year 2025, net income fell 65% to $132.8 million, or $3.53 per share, as sales declined 5% to $6.4 billion. The company also said CEO Nate Jorgensen plans to retire and that Jeff will succeed him, a leadership change shareholders will track.

  • Fourth quarter net income was $8.7 million, or $0.24 per diluted share, versus $68.9 million, or $1.78 per share, in fourth quarter 2024.
  • Full year 2025 net income was $132.8 million, or $3.53 per share, versus $376.4 million, or $9.57 per share, in 2024.
  • A legal proceedings accrual in the Building Materials Distribution segment reduced fourth quarter and full year earnings by approximately $6 million, or $0.16 per share after tax.
  • CEO Nate Jorgensen is retiring, and Jeff is set to become CEO.
Read the filing on SEC.gov ↗
AVAVAeroVironment Inc Feb 23, 4:17 PM ET

AeroVironment CFO Kevin McDonnell to retire effective July 31, 2026

Neutral leadership Written later 5.02

AeroVironment's Chief Financial Officer, Kevin McDonnell, will retire effective July 31, 2026, under a Retirement Agreement dated February 20, 2026. He remains CFO until a new CFO starts or his retirement date, whichever comes first, so shareholders will see a finance leadership transition during 2026.

  • McDonnell notified the company of his retirement decision on February 18, 2026; the retirement date is July 31, 2026.
  • He stays CFO until the earlier of a successor's start date or July 31, 2026. If a new CFO is hired before then, he remains an employee in a non-officer role to support the transition.
  • He will receive his fiscal 2026 Short Term Incentive Plan bonus at target, $455,420 less withholdings, plus after-tax COBRA premium costs for five months; his equity awards continue to vest through the retirement date.
Read the filing on SEC.gov ↗
ADEAAdeia Inc. Feb 23, 4:14 PM ET

Adeia reports record Q4 2025 revenue of $182.6 million; 2026 outlook below 2025

Mixed earnings Written later 2.02

Adeia reported record fourth-quarter 2025 revenue of $182.6 million, up from $119.2 million a year earlier, and full-year 2025 revenue of $443.4 million, up from $376.0 million. Its 2026 outlook calls for revenue of $395.0 million to $435.0 million and GAAP net income of $57.2 million to $80.4 million, both below the 2025 actual results of $443.4 million and $111.1 million.

  • Q4 2025 GAAP diluted EPS was $0.65, versus $0.32 in Q4 2024; non-GAAP diluted EPS was $0.86.
  • Full-year 2025 GAAP net income was $111.1 million and adjusted EBITDA was $277.6 million.
  • 2026 guidance: revenue $395.0 million to $435.0 million; GAAP net income $57.2 million to $80.4 million; adjusted EBITDA $213.4 million to $245.4 million.
  • A long-term license agreement with Disney was signed in Q4 2025, resolving all outstanding litigation.
Read the filing on SEC.gov ↗

Allison Transmission Q4 net income falls to $99 million; issues 2026 guidance

Negative earnings Written later 2.02

Allison Transmission reported fourth quarter 2025 net sales of $737 million, down $59 million year over year, and net income of $99 million, down from $175 million. For full year 2025, net sales were $3.01 billion and net income was $623 million, both lower than 2024. The company also issued 2026 guidance that includes the Dana Off-Highway business, which it acquired on January 1, 2026.

  • Q4 2025 diluted EPS was $1.18, compared with $2.01 in Q4 2024; net income included a $29 million impairment loss and $26 million of acquisition-related expenses.
  • Full year 2025 diluted EPS was $7.33, compared with $8.31 in 2024; full year net sales were $3,010 million, down $215 million.
  • 2026 guidance: consolidated net income of $600 million to $750 million and Adjusted EBITDA of $1,365 million to $1,515 million, subject to completion of purchase price accounting.
  • Full year 2025 repurchases totaled $328 million of common stock, representing 4 percent of outstanding shares.
Read the filing on SEC.gov ↗
KEYSKeysight Technologies, Inc. Feb 23, 4:08 PM ET

Keysight Q1 revenue rises 23% to $1.60 billion; GAAP net income $281 million

Positive earnings Written later 2.02

Keysight reported first-quarter fiscal 2026 revenue of $1.60 billion, up from $1.30 billion a year earlier, and GAAP net income of $281 million, or $1.63 per diluted share, versus $0.97 a year ago. The company also gave an outlook for second-quarter revenue of $1.690 billion to $1.710 billion and non-GAAP earnings per share of $2.27 to $2.33, which excludes any effect from the February 20, 2026 Supreme Court ruling on IEEPA tariffs.

  • Revenue was $1.60 billion versus $1.30 billion in the first quarter of 2025; Communications Solutions Group revenue rose 27% to $1,124 million.
  • GAAP net income was $281 million, or $1.63 per diluted share, versus $169 million, or $0.97, a year earlier; non-GAAP net income was $376 million, or $2.17 per share, versus $1.82.
  • Second-quarter fiscal 2026 outlook calls for revenue of $1.690 billion to $1.710 billion and non-GAAP EPS of $2.27 to $2.33 on about 173 million diluted shares.
Read the filing on SEC.gov ↗
BMRNBIOMARIN PHARMACEUTICAL INC Feb 23, 4:08 PM ET

BioMarin Q4 revenue rises 17% to $875 million; GAAP net loss follows ROCTAVIAN charges

Mixed earnings Written later 2.02

BioMarin reported fourth-quarter 2025 revenue of $875 million, up 17% from a year earlier, but swung to a GAAP net loss of $47 million after about $240 million in charges tied to its decision to withdraw ROCTAVIAN from the market. The company guided 2026 total revenue to $3.325 billion to $3.425 billion and non-GAAP diluted EPS to $4.95 to $5.15, excluding the pending Amicus Therapeutics acquisition, which is expected to close in the second quarter of 2026.

  • Q4 2025 total revenue was $875 million, up 17%; VOXZOGO revenue rose 31% to $273 million.
  • Q4 2025 GAAP net loss was $47 million, or $(0.24) per diluted share, compared with net income of $125 million in Q4 2024.
  • 2026 guidance: total revenue of $3.325 billion to $3.425 billion and non-GAAP diluted EPS of $4.95 to $5.15, versus $3.15 for 2025.
  • Full-year 2025 GAAP diluted EPS was $1.80, down from $2.21 in 2024; guidance excludes any contribution from Amicus, expected to close in Q2 2026.
Read the filing on SEC.gov ↗
FANGDiamondback Energy, Inc. Feb 23, 4:05 PM ET

Diamondback Energy posts Q4 net loss of $1.5 billion on $3.7 billion impairment

Mixed earnings Written later 2.02

Diamondback Energy reported a fourth-quarter 2025 net loss attributable to the company of $1,458 million, driven by a $3,652 million impairment of oil and natural gas properties, compared with net income of $1,074 million a year earlier. The company raised its annual base dividend 5% to $4.20 per share and gave 2026 guidance of 500 to 510 MBO/d of oil production and $3.6 billion to $3.9 billion of total capital expenditures. The dividend increase benefits shareholders, while the reported loss and impairment weigh on reported results.

  • Q4 2025 net loss attributable to Diamondback of $1,458 million, or $5.11 per diluted share, versus net income of $1,074 million, or $3.67 per share, in Q4 2024.
  • Impairment of oil and natural gas properties of $3,652 million in Q4 2025, compared with none in Q4 2024.
  • Adjusted net income of $499 million, or $1.74 per diluted share, for Q4 2025.
  • Annual base dividend increased 5% to $4.20 per share; Q4 2025 base dividend of $1.05 per share is payable March 12, 2026.
Read the filing on SEC.gov ↗
VNOMViper Energy, Inc. Feb 23, 4:02 PM ET

Viper Energy swings to Q4 net loss on $408 million impairment; raises base dividend 15%

Mixed earnings Written later 2.02

Viper Energy reported a fourth-quarter 2025 net loss attributable to Viper of $103 million, or $0.61 per Class A share, compared with net income of $210 million a year earlier. Total operating income rose to $435 million from $229 million, but a $408 million non-cash impairment drove the loss. The company also raised its annual base dividend 15% to $1.52 per share and increased its share repurchase authorization by $1.0 billion.

  • Q4 2025 total operating income was $435 million, up from $229 million in Q4 2024; net loss attributable to Viper was $103 million, versus $210 million of net income a year earlier.
  • The $408 million impairment relates to properties acquired from Diamondback in the May 1, 2025 drop down transaction, recorded at Diamondback's historical carrying value.
  • Base dividend increases 15% to $1.52 per share annually, starting with the Q4 2025 dividend; Q4 2025 base dividend is $0.38 and variable dividend is $0.14 per share, payable March 12, 2026.
  • Share repurchase authorization increased by $1.0 billion; approximately $1.2 billion remains under the program.
Read the filing on SEC.gov ↗
VRSKVerisk Analytics, Inc. Feb 23, 8:00 AM ET

Verisk Analytics enters $1.5 billion accelerated share repurchase with two banks

Neutral shareholder Written later 1.017.01

Verisk Analytics said it entered into accelerated share repurchase agreements with HSBC Bank USA and Wells Fargo Bank to buy back $1.5 billion of its common stock, under its existing repurchase program. The company is funding the buyback with $500 million from a new 364-day term loan, $750 million from its revolving credit facility, and $250 million of cash on hand, which matters to shareholders because it uses borrowed money and leaves about $1.0 billion of authorization remaining.

  • Repurchase agreements total $1.5 billion, dated February 20, 2026, with HSBC Bank USA and Wells Fargo Bank
  • Funding: $500 million term loan, $750 million revolving credit facility, and $250 million cash on hand
  • Initial delivery of about 7.0 million shares at the start of the agreements; final settlement expected no later than September 30, 2026
  • About $1.0 billion will remain available under the existing share repurchase program
Read the filing on SEC.gov ↗
DDOMINION ENERGY, INC Feb 23, 7:31 AM ET

Dominion Energy 2025 operating EPS rises to $3.42; 2026 guidance $3.45 to $3.69

Positive earnings Written later 2.02

Dominion Energy reported fourth-quarter 2025 GAAP net income of $567 million ($0.65 per share), up from $134 million ($0.14 per share) a year earlier, and operating earnings of $593 million ($0.68 per share) versus $504 million ($0.58 per share). The company set 2026 operating earnings guidance of $3.45 to $3.69 per share and extended its 5% to 7% long-term annual operating EPS growth target through 2030, which gives shareholders a higher earnings base and a forward outlook.

  • Q4 2025 GAAP net income was $567 million ($0.65 per share), versus $134 million ($0.14 per share) in Q4 2024.
  • Full-year 2025 GAAP EPS was $3.45 versus $2.33; operating EPS was $3.42 versus $2.77.
  • Q4 2025 operating revenue was $4,093 million, compared with $3,400 million in Q4 2024.
  • 2026 operating EPS guidance is $3.45 to $3.69, midpoint $3.57, including $0.07 per share of RNG 45Z income.
Read the filing on SEC.gov ↗
PENNPENN Entertainment, Inc. Feb 23, 7:08 AM ET

PENN Entertainment adds three directors under cooperation agreement with HG Vora

Neutral leadership Written later 1.015.027.01

PENN Entertainment entered a cooperation agreement with activist investor HG Vora Capital Management on February 22, 2026, and appointed Heather Ace, Jeffrey Fox and Fabio Schiavolin to its board. The board expanded from eight to eleven members, and the company agreed to keep at least four Class II directors until after its 2028 annual meeting. The filing reports no financial results, so the changes affect shareholders through board composition and governance terms.

  • Heather Ace and Jeffrey Fox were appointed as Class II directors with terms expiring at the 2028 Annual Meeting of Shareholders.
  • Fabio Schiavolin was appointed as a Class III director with a term expiring at the 2026 Annual Meeting, and the company agreed to support his election.
  • HG Vora agreed to customary standstill restrictions and non-disparagement obligations, with the company's full agreement filed as Exhibit 10.1.
Read the filing on SEC.gov ↗
SCLSTEPAN CO Feb 23, 7:05 AM ET

Stepan to close Fieldsboro plant, take $70-80 million in 2026 restructuring charges

Mixed restructuring Written later 2.057.01

Stepan Company approved Project Catalyst, a plan targeting about $100 million in pre-tax savings over two years. The plan closes its Fieldsboro, New Jersey site and decommissions select assets at Elwood, Illinois and Stalybridge, United Kingdom, with completion expected by mid-2026. The company expects $70 to $80 million in restructuring charges in 2026, which will weigh on near-term results against the projected savings.

  • Target of approximately $100 million in pre-tax savings over the next two years
  • Restructuring charges of $70 to $80 million expected in 2026, with about $52 to $62 million in the three months ending March 31, 2026
  • Projected cash impacts of $29 to $44 million and non-cash impacts of $58 to $62 million over the project
  • Fieldsboro site closure and asset decommissioning expected to be completed by mid-2026
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SCLSTEPAN CO Feb 23, 7:00 AM ET

Stepan Q4 adjusted net loss of $0.5 million; full-year net income down 7%

Mixed earnings Written later 2.028.01

Stepan reported fourth-quarter and full-year 2025 results and announced Project Catalyst, a plan it says is expected to deliver about $100 million in pre-tax savings over two years, including closing its Fieldsboro, NJ site. Full-year 2025 net income fell 7% to $46.9 million and adjusted earnings per diluted share fell 17% to $1.82, while net sales rose 7% to $2.33 billion. The company also declared a $0.395 quarterly dividend payable March 13, 2026.

  • Q4 2025 net income was $5.0 million, up 49%; adjusted net income was a $0.5 million loss versus $2.8 million of income a year earlier
  • Full-year 2025 adjusted EBITDA was $198.9 million, up 6%; net sales were $2.33 billion, up 7%
  • Project Catalyst is expected to deliver about $100 million in pre-tax savings over two years and includes closing the Fieldsboro, NJ site
  • Quarterly dividend of $0.395 per share is payable March 13, 2026, to holders of record on March 2, 2026
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GILDGILEAD SCIENCES, INC. Feb 23, 6:46 AM ET

Gilead to acquire Arcellx for $115 per share in cash plus CVR, implied $7.8 billion

Neutral m&a Written later 1.017.01

Gilead Sciences agreed on February 22, 2026 to acquire Arcellx through a tender offer followed by a second-step merger, offering $115 per share in cash plus one contingent value right worth up to $5 per share if anito-cel cumulative sales reach $6.0 billion by year-end 2029. The company said the deal implies an equity value of $7.8 billion and is expected to close in the second quarter of 2026, which would add a large, pre-approval acquisition to Gilead's balance sheet and affect shareholders through its cost and future earnings contribution.

  • Offer price of $115 per share in cash plus one CVR paying $5 per share on cumulative anito-cel sales of at least $6.0 billion through 2029
  • Implied equity value of $7.8 billion; Gilead already owns about 11.5 percent of Arcellx's common stock
  • Expected close in the second quarter of 2026, subject to tender, regulatory and other conditions
  • Arcellx would pay Gilead a $260 million termination fee in specified circumstances; the deal is expected to be accretive to earnings per share in 2028 and thereafter, after FDA approval of anito-cel
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OVVOvintiv Inc. Feb 23, 6:30 AM ET

Ovintiv agrees to sell Oklahoma oil and gas assets to MidCon II for $3.0 billion

Neutral m&a Written later 1.01

Ovintiv subsidiaries signed a Purchase and Sale Agreement on February 17, 2026 to sell certain Oklahoma oil and gas assets to MidCon II BuyerCo for $3.0 billion in cash, subject to customary closing adjustments. The deal is subject to closing conditions, including Hart-Scott-Rodino antitrust clearance, and has an outside date of May 11, 2026, so shareholders will not see its completion until the conditions are met.

  • Purchase price is $3.0 billion in cash, subject to customary closing adjustments
  • Buyer deposited $200.0 million into escrow, to be credited toward the purchase price at closing
  • Economic effective date is January 1, 2026; closing requires Hart-Scott-Rodino waiting period expiration and other Required Approvals
  • Either party may terminate if closing has not occurred by May 11, 2026, subject to possible automatic extension
Read the filing on SEC.gov ↗

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.