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).
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
Archrock's compensation committee adopted a 2026 short-term cash incentive program on February 18, 2026, and set 2026 base salaries for its named executive officers, effective April 2026. The filing describes pay arrangements only and reports no financial results or changes in leadership.
CEO D. Bradley Childers' cash incentive target is 125% of eligible earnings; CFO Douglas S. Aron's is 90%
Base salary for CEO Childers rises from $950,000 to $990,000, effective April 2026
CFO Douglas S. Aron's base salary rises from $610,000 to $640,000; other named executive officers also receive increases
On February 19, 2026, Bank of Hawaii's Human Resources and Compensation Committee approved 2025 performance-based bonus awards and 2026 base salaries for its named executive officers, and granted restricted stock units to four of them. CEO Peter S. Ho's 2026 base salary is $925,000 and his 2025 bonus award is $2,312,500. The filing shows pay decisions tied to pre-set performance measures, which shows how executive pay relates to company results.
CEO Peter S. Ho: 2025 EIP award of $2,312,500 and 2026 base salary of $925,000
CFO Bradley S. Satenberg: 2025 EIP award of $425,000, 2026 base salary of $500,000, and 6,330 RSUs
Former CFO Dean Y. Shigemura listed with no 2025 EIP award and a 2026 base salary of $500,000
Committee approvals dated February 19, 2026; filing signed February 23, 2026
ONE Gas, Inc. entered into an equity distribution agreement allowing it to sell up to $225 million of common stock through a group of banks, including forward sale agreements, under an S-3 shelf registration filed February 23, 2026. The company has no obligation to sell any shares and pays a 2% commission on shares sold, so the deal would dilute existing holders only if and when shares are issued.
Aggregate offering price of up to $225,000,000 of common stock, including shares sold under forward sale agreements
Each sales agent receives a commission of 2% of gross offering proceeds on shares it sells
No proceeds initially received from forward sales; proceeds expected upon future physical settlement
Shares issued under automatic shelf registration on Form S-3 filed February 23, 2026 (Registration No. 333-293655)
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
Verizon closed the sale of €2.25 billion of 4.2462% junior subordinated notes due 2056 and £600 million of 5.7427% junior subordinated notes due 2056 on February 23, 2026. The notes were sold under an effective Form S-3 shelf registration, and the filing adds the note forms as exhibits to that registration. The filing does not state how the proceeds will be used.
Euro notes: €2,250,000,000 aggregate principal at 4.2462%, due 2056
Sterling notes: £600,000,000 aggregate principal at 5.7427%, due 2056
Sold under shelf registration statement on Form S-3 (Reg. No. 333-289928), effective August 29, 2025
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
HA Sustainable Infrastructure Capital agreed to sell $600 million of 7.125% green junior subordinated notes due 2056 at par on February 18, 2026, and $400 million of 6.000% green senior unsecured notes due 2036 at 99.810% of principal on February 19, 2026. Proceeds may temporarily repay revolver or commercial paper borrowings, or redeem the 8.00% senior notes due 2027, and fund eligible green projects.
Junior subordinated notes: $600 million, 7.125%, due 2056, sold at 100% of principal; closing expected February 27, 2026
Senior unsecured notes: $400 million, 6.000%, due 2036, sold at 99.810% of principal; closing expected March 2, 2026
Proceeds may repay revolving credit facility or commercial paper borrowings, or redeem all or part of the 8.00% Senior Notes due 2027
Both offerings are guaranteed by affiliated Hannon Armstrong entities; the junior notes are guaranteed on a subordinated basis
TCW Strategic Income Fund commenced a rights offering on February 19, 2026, letting record-date stockholders subscribe for up to 15,928,480 new common shares. The filing lists an estimated subscription price of $4.52 per share and says the final price will be set as described in the prospectus, so shareholders should review those terms before the offer expires.
Up to 15,928,480 shares of common stock are offered; record date was February 19, 2026.
Each share owned on the record date receives one right; three rights buy one new share.
Estimated subscription price is $4.52 per share; the final price is determined per the prospectus.
Rights expire at 5:00 p.m. Eastern Time on March 18, 2026, unless extended; UBS Securities LLC is dealer manager.
Mueller Water Products appointed Scott Floyd, currently Senior Vice President, Sales and Marketing, as Executive Vice President and Chief Commercial Officer, effective February 23, 2026, as part of its management succession plans. The filing sets his base salary at $550,000 and his fiscal 2026 target bonus at 70% of base salary, and grants him an equity award valued at $125,000. The filing does not report any financial results or guidance.
Scott Floyd, age 56, becomes Executive Vice President and Chief Commercial Officer effective February 23, 2026; the Board approved the appointment on the Compensation and Human Resources Committee's recommendation dated February 17, 2026.
Floyd had served as Senior Vice President, Sales and Marketing since March 2024, and has held Company positions since 1998.
Base salary increased to $550,000; fiscal 2026 target annual bonus set at 70% of base salary.
Equity award grant with an aggregate value of $125,000 to maintain his target long-term incentive opportunity for fiscal 2026.
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
JPMorgan Chase held a Company Update presentation on February 23, 2026, and furnished its slides and speaker biographies under Regulation FD. The slides reiterate prior 2026 outlook figures, including about $95 billion of net interest income excluding Markets, about $105 billion of adjusted expense, and a 2026 card net charge-off rate of about 3.4%. The filing itself is administrative and does not report new quarterly results.
Company Update held February 23, 2026, with slides furnished as Exhibits 99.1 to 99.3
Slides reiterate 2026 outlook: about $95 billion NII ex. Markets, about $105 billion adjusted expense, about 3.4% card NCO rate
Slides cite 2025 net income of $57 billion, revenue of $186 billion and a 20% ROTCE
Flowers Foods said directors George E. Deese and Edward J. Casey, Jr. will leave the board rather than stand for re-election at the 2026 annual meeting of shareholders. The company said the decisions were not due to any disagreement with the board or the company, and the board will shrink from 11 to 9 members after that meeting.
George E. Deese, with 61 years of service to the company, will retire from the board at the end of his current term.
Edward J. Casey, Jr. will not stand for re-election; he keeps his committee roles through the 2026 annual meeting.
Board size drops from 11 to 9 members immediately after the 2026 annual meeting.
Ecolab director Victoria J. Reich told the Board on February 18, 2026 that she will not stand for re-election at the company's May 7, 2026 annual meeting. The filing states that her decision was not the result of any disagreement with the company, and the Board thanked her for her years of service.
Victoria J. Reich informed the Board on February 18, 2026 of her decision.
She will not stand for re-election at the annual meeting to be held May 7, 2026.
The filing says the decision was not due to any disagreement with the company.
Ingevity (NGVT) said two founding directors, Daniel F. Sansone and Jean S. Blackwell, will not stand for election at the 2026 Annual Meeting of Stockholders and will leave the board then. The board also approved shrinking itself from 11 to 9 members effective at that meeting. The filing says the departures do not result from any disagreement with the company, but the change reduces board tenure and reflects the company's portfolio optimization.
Daniel F. Sansone leaves under the board's mandatory retirement age policy.
Jean S. Blackwell, former board chair and a director for ten years, will serve until the 2026 Annual Meeting.
The board will drop from 11 to 9 members effective at the 2026 Annual Meeting.
The filing reports no financial results or financial figures.
Kadant said it will prospectively exclude all amortization of acquired intangible assets from its adjusted operating income, adjusted net income and adjusted EPS, replacing its prior practice of excluding only acquired backlog amortization. The change raises the company's adjusted EPS figures and guidance, but the GAAP EPS guidance it issued on February 19, 2026 is unchanged.
Adjusted EPS guidance for fiscal 2026 is now $12.53 to $12.88, up from $10.40 to $10.75 under the previous method; GAAP-basis EPS guidance remains $10.27 to $10.62.
First-quarter 2026 adjusted EPS guidance is now $2.31 to $2.41, up from $1.78 to $1.88; GAAP-basis guidance remains $1.69 to $1.79.
Fiscal 2025 adjusted EPS is restated to $11.01 from $9.26 under the new method, compared with GAAP EPS of $8.65.
The new method is applied prospectively, and the filing includes restated reconciliations for fiscal 2021 through fiscal 2025.
National Health Investors increased its board size and appointed Lilly H. Donohue as a director effective February 17, 2026, filling the vacant seat. In a related move, CEO D. Eric Mendelsohn resigned and was immediately re-appointed as a director, with his term running to the 2026 annual meeting, which will complete the board's declassification.
Lilly H. Donohue appointed to the board effective February 17, 2026, with an initial term expiring at the 2026 annual meeting; no committee assignments yet
Donohue is President and CEO of Everstory Partners and previously served as CEO of Holiday Retirement and on the board of Sonida Senior Living
D. Eric Mendelsohn, President and CEO, resigned as a director and was immediately re-appointed, aligning his term with the declassified board structure
After the 2026 annual meeting, all board nominees will stand for one-year terms
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.
Cleveland-Cliffs said Lead Director Douglas C. Taylor resigned from the Board, and the Board accepted the resignation effective immediately on February 22, 2026. The company said the resignation was not due to any disagreement and was required under its governance guidelines after a change in Taylor's primary occupation, position or business affiliation. The Board filled his roles by appointing Ralph S. Michael, III as Lead Director and Edilson T. Camara as Chairman of the Compensation and Organization Committee.
Douglas C. Taylor resigned as a Board member on February 19, 2026; the Board accepted it effective immediately on February 22, 2026
Company says the resignation was not due to any disagreement on operations, policies or practices
Ralph S. Michael, III appointed Lead Director and Edilson T. Camara named Chairman of the Compensation and Organization Committee, both on February 22, 2026
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
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.
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
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
CenterPoint Energy said its Chief Accounting Officer, Kristie L. Colvin, will retire, with her role ending March 2, 2026 and her retirement from the company effective June 1, 2026. The company appointed Russell K. Wright, its current Vice President of Financial Planning and Analysis, as successor effective March 2, 2026, and the filing says Colvin's retirement is not the result of any disagreement on operations, policies, controls or accounting matters.
Kristie L. Colvin notified the company on February 18, 2026 of her intent to retire; she moves to an advisory role until her retirement on June 1, 2026.
Russell K. Wright, 42, was appointed Vice President and Chief Accounting Officer effective March 2, 2026; he is a certified public accountant.
Wright will receive a base salary of $330,000 per year, a 45% target short-term incentive and an 80% target long-term incentive, each as a share of base salary.
The filing states Colvin's decision was not the result of any disagreement with the company on accounting or financial matters.
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.