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).
HA Sustainable Infrastructure Capital issued $600 million of 7.125% Green Junior Subordinated Notes due 2056 on February 27, 2026. The company plans to use the proceeds to temporarily repay revolver or commercial paper borrowings, or to redeem part or all of its 8.00% Senior Notes due 2027, and to fund eligible green projects. The notes are junior to the company's senior debt, and the coupon resets after November 15, 2031.
Issued $600 million principal amount on February 27, 2026, at 7.125% through November 15, 2031
After the First Reset Date, the rate resets to the five-year U.S. Treasury rate plus 3.478%, with a floor of 7.125%
Interest is payable semi-annually from May 15, 2026, and may be deferred, with deferred interest accruing additional interest
Proceeds may repay revolving credit or commercial paper borrowings or redeem the 8.00% Senior Notes due 2027
Monolithic Power Systems said its audit committee concluded that its 2024 annual financial statements and its 2025 quarterly statements should no longer be relied upon because of an unintentional error in accounting for deferred income taxes tied to a one-time foreign tax incentive. The restatement cuts 2024 net income by $194.6 million to $1.592 billion, while 2025 net income rises $5.6 million, and the company says revenue, its non-GAAP measures and its Q1 2026 outlook are unchanged.
2024 net income restated to $1.592 billion from $1.787 billion; diluted EPS restated to $32.60 from $36.59.
The error relates to deferred income taxes on a one-time tax incentive granted by a foreign jurisdiction; the company says it is non-cash and involved no misconduct.
2025 net income increases $5.6 million to $621.5 million; diluted EPS rises to $12.86 from $12.75.
Revenue and non-GAAP measures are unaffected, and the Q1 2026 business outlook from February 5, 2026 is unchanged; the 2025 Form 10-K will be filed immediately after this 8-K.
Whirlpool closed concurrent offerings of common stock and depositary shares representing its 8.50% Series A Mandatory Convertible Preferred Stock on February 27, 2026, after underwriters exercised their over-allotment options in full on February 25. The company said it will use the net proceeds to repay part of its revolving credit facility and for general corporate purposes, and the new preferred stock will rank ahead of common stock for dividends and liquidation payments.
Common stock: 6,884,057 shares at $69.00 per share, plus 1,014,493 option shares exercised in full on February 25, 2026.
Depositary shares: 10,500,000 at $50.00 each, plus 1,000,000 option shares exercised in full on February 25, 2026; each represents a 1/20th interest in a preferred share.
Estimated net proceeds before option exercise were $454.9 million (common) and $508.1 million (depositary shares).
Preferred stock pays 8.50% on a $1,000 liquidation preference and automatically converts on or about February 15, 2029 into 12.334 to 14.492 common shares per preferred share. A separate $30 million private placement of 434,782 common share
Gentherm signed a First Amendment to its credit agreement on February 24, 2026, which permits the transactions under its January 29, 2026 merger agreement with Modine Manufacturing Company and a separation agreement involving SpinCo. The amendment allows up to $400 million of additional term indebtedness in connection with those transactions. The filing relates to a proposed deal that remains subject to closing conditions, including regulatory approvals and a Gentherm shareholder vote.
First Amendment to Second Amended and Restated Credit Agreement dated February 24, 2026, with Bank of America, N.A. as administrative agent
Permits up to $400 million of additional term indebtedness in connection with the Modine transactions
Merger agreement and separation agreement with Modine and SpinCo are both dated January 29, 2026
Amendment also releases certain borrower and guarantor entities and removes SOFR and SONIA credit spread adjustments
Netflix's merger agreement with Warner Bros. Discovery was terminated on February 27, 2026, after WBD determined that a proposal from Paramount Skydance was a superior proposal. Paramount Skydance, on behalf of WBD, paid Netflix a $2.8 billion termination fee, and Netflix's related bridge and credit commitments were automatically terminated.
WBD terminated the merger agreement on February 27, 2026, to enter a deal with Paramount Skydance Corporation.
Paramount Skydance, on behalf of WBD, paid Netflix a $2.8 billion termination fee.
Arbor Realty Trust reported fourth-quarter 2025 net income of $14.6 million, or $0.07 per diluted share, down from $59.8 million, or $0.32, a year earlier. Full-year net income was $107.4 million, or $0.56 per diluted share, versus $1.18 in 2024. The board declared a $0.30 quarterly dividend, down from $0.43 declared in the fourth quarter of 2024.
Q4 2025 net income of $14.6 million, or $0.07 per diluted share, versus $0.32 in Q4 2024
Q4 2025 distributable earnings of $41.2 million, or $0.19 per diluted share, versus $0.40 in Q4 2024
Full-year 2025 net income of $107.4 million, or $0.56 per diluted share, versus $1.18 in 2024
Dividend of $0.30 per share payable March 24, 2026 to holders of record on March 10, 2026
Amazon disclosed a letter agreement under which an Amazon subsidiary will buy $35.0 billion of OpenAI Series C Preferred Stock, with Amazon.com, Inc. guaranteeing the obligation. The filing also describes a separate $15.0 billion investment due March 31, 2026, and a commercial arrangement covering AWS cloud services for OpenAI.
Commitment amount of $35.0 billion, with purchase due upon OpenAI milestones or a U.S. public listing, and termination if not invested by December 31, 2028
Separate $15.0 billion investment in OpenAI's current funding round, due March 31, 2026, subject to closing conditions
OpenAI to consume approximately 2 gigawatts of Trainium capacity through AWS, with the expanded agreement worth $100 billion over 8 years
Sunstone Hotel Investors reported fourth-quarter 2025 net income of $7.2 million, up from $0.8 million a year earlier, with total portfolio RevPAR up 9.6%. Full-year 2025 net income fell to $24.6 million from $43.3 million, though the company said it would have been $33.3 million excluding a loss on the June 2025 sale of the Hilton New Orleans St. Charles. The company also reauthorized a $500.0 million stock repurchase program and issued 2026 guidance.
Q4 2025 net income was $7.2 million versus $0.8 million; Adjusted EBITDA re rose 17.6% to $56.6 million.
Full-year 2025 Adjusted FFO per diluted share was $0.86, up 7.5%, and above the $0.835 midpoint of prior guidance of $0.80 to $0.87.
In February 2026 the board reauthorized repurchases of up to $500.0 million of common and preferred stock.
2026 guidance calls for net income of $21 to $46 million and Adjusted FFO per diluted share of $0.81 to $0.94.
Alpha Metallurgical Resources reported a fourth-quarter 2025 net loss of $17.3 million, or $1.34 per diluted share, compared with a $5.5 million loss in the third quarter and a $2.1 million loss a year earlier. For full-year 2025, the company posted a net loss of $61.7 million, or $4.75 per diluted share, after net income of $187.6 million in 2024, so shareholders are seeing a sharp reversal in profitability.
Q4 2025 net loss of $17.3 million ($1.34 per diluted share) vs. a $2.1 million loss in Q4 2024
Adjusted EBITDA of $28.5 million in Q4 2025, down from $41.7 million in Q3 2025 and $53.2 million in Q4 2024
Full-year 2025 total revenues of $2.13 billion vs. $2.96 billion in 2024
As of February 20, 2026, about 6.9 million shares repurchased for about $1.1 billion under a $1.5 billion authorization
Carter's reported fourth-quarter fiscal 2025 net sales of $925 million, up 7.6% from a year earlier, but adjusted diluted EPS fell 20.5% to $1.90 as tariff costs and other expenses weighed on margins. For the full year, adjusted diluted EPS fell 40.3% to $3.47, and the company expects adjusted diluted EPS to decline by a low double-digit to mid-teens percentage in fiscal 2026, excluding potential benefits from recent tariff developments.
Q4 net sales $925 million vs. $860 million; GAAP diluted EPS $1.76 vs. $1.71; adjusted diluted EPS $1.90 vs. $2.39
Fiscal 2025 net sales $2.898 billion vs. $2.844 billion; GAAP diluted EPS $2.53 vs. $5.12
Fiscal 2026 outlook: low double-digit to mid-teens decline in adjusted diluted EPS from $3.47; operating cash flow of $110 million to $120 million
Quarterly dividend of $0.25 per share declared February 19, 2026, payable March 27, 2026 to holders of record on March 13, 2026
Ultra Clean Holdings priced $525.0 million of 0.00% convertible senior notes due 2031, up from an announced $400.0 million, and amended its credit agreement to raise a leverage covenant to 6.00 to 1.00 for the fiscal periods ending on or about March 31 and June 30, 2026. The company plans to use part of the estimated $511.1 million in net proceeds to repurchase 672,608 shares at $59.47 each, and the notes could dilute shareholders if converted.
Notes priced at $525.0 million, upsized from $400.0 million; initial purchasers hold an option for up to an additional $75.0 million, and settlement is scheduled for March 3, 2026.
Estimated net proceeds of $511.1 million; about $40.0 million will fund repurchase of 672,608 common shares at $59.47 each.
Initial conversion price of approximately $84.75 per share, a 42.5% premium over the $59.47 closing price on February 26, 2026.
Ninth Amendment raises the maximum Consolidated Total Gross Leverage Ratio covenant to 6.00 to 1.00 for periods ending on or about March 31 and June 30, 2026.
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
Briefs marked “Written later” were written in November 2026 for filings that were by then more than three weeks old, so months before mid-October 2026 hold a selection: every material 8-K of the past year for the 100 largest companies we cover and the last 15 important 8-Ks of every other one. Briefs the number check holds back are not shown or counted. Also: the last 45 days, briefs by company, A–Z and the live SEC filings wire.