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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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HASI issues $600 million of 7.125% green junior subordinated notes due 2056

Mixed financing Written later 1.012.03

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
Read the filing on SEC.gov ↗

Monolithic Power Systems restates 2024 results, cutting tax benefit by $195 million

Mixed earnings Written later 4.02

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.
Read the filing on SEC.gov ↗
WHRWHIRLPOOL CORP /DE/ Feb 27, 4:31 PM ET

Whirlpool closes upsized common stock and mandatory convertible preferred offerings

Mixed financing Written later 1.013.035.037.01

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
Read the filing on SEC.gov ↗
BFSSAUL CENTERS, INC. Feb 27, 4:14 PM ET

Saul Centers Q4 revenue rises to $75.1 million, but net income falls to $8.2 million

Mixed earnings Written later 2.02

Saul Centers reported fourth-quarter 2025 total revenue of $75.1 million, up from $67.9 million a year earlier, while net income fell to $8.2 million from $10.4 million. Net income available to common stockholders dropped to $3.7 million, or $0.15 per share, from $5.3 million, or $0.22 per share, which the company attributes mainly to the start of operations at its Hampden House property.

  • Q4 2025 total revenue was $75.1 million, compared with $67.9 million in Q4 2024.
  • Q4 2025 net income available to common stockholders was $3.7 million, or $0.15 per diluted share, versus $5.3 million, or $0.22, a year earlier.
  • Hampden House, which opened October 1, 2025, reduced Q4 net income by $5.1 million, including a $2.8 million reduction in capitalized interest.
  • Funds from operations available to common stockholders and noncontrolling interests were $21.5 million, or $0.61 per share, versus $22.0 million, or $0.63, a year earlier.
Read the filing on SEC.gov ↗

HEI Reports 2025 Net Income of $123 Million After $1.4 Billion 2024 Loss

Mixed earnings Written later 2.02

HEI reported full-year 2025 net income of $123 million, or $0.71 per diluted share, compared with a net loss of $1,426 million, or $11.23 per share, in 2024, when a $1,875 million Maui wildfire tort-related provision was recorded. Excluding wildfire and strategic review costs, core income from continuing operations rose to $149 million, but core diluted EPS fell to $0.86 from $0.98, and full-year total revenues declined to $3,086.9 million from $3,219.9 million.

  • Full-year 2025 net income was $123 million, or $0.71 per diluted share, versus a net loss of $1,426 million, or $11.23 per share, in 2024.
  • Full-year 2025 core income from continuing operations was $149 million, or $0.86 per share, compared with $124 million, or $0.98 per share, in 2024.
  • Fourth quarter 2025 net income was $40 million, or $0.23 per share, compared with a net loss of $68 million, or $0.40 per share, in the fourth quarter of 2024.
  • Full-year 2025 total revenues were $3,086.9 million, compared with $3,219.9 million in 2024.
Read the filing on SEC.gov ↗
NFLXNETFLIX INC Feb 27, 3:15 PM ET

Netflix Ends Warner Bros. Deal, Receives $2.8 Billion Termination Fee

Mixed m&a Written later 1.02

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.
  • Netflix's debt commitment letter, bridge facility incremental commitments, $2025 revolving credit agreement and delayed draw term loan credit agreement terminated automatically.
Read the filing on SEC.gov ↗
TMDXTransMedics Group, Inc. Feb 27, 8:25 AM ET

TransMedics: Q4 net income of $105.4M included $83.8M tax benefit; adjusted $17.5M

Mixed earnings Written later 2.02

TransMedics added detail to its fourth-quarter 2025 results, showing that a $103.3 million release of a U.S. tax valuation allowance produced a $83.8 million net income tax benefit. At a 19.1% annual effective tax rate, fourth-quarter net income would be $17.5 million, or $0.47 per diluted share, versus the reported $105.4 million, or $2.62 per share. The company expects future quarterly tax provisions to be more in line with U.S. statutory rates.

  • Released $103.3 million U.S. tax valuation allowance in Q4 2025, producing an $83.8 million net income tax benefit
  • Reported Q4 2025 net income of $105.4 million ($2.62 per diluted share); adjusted net income of $17.5 million ($0.47 per share)
  • 2025 annual effective tax rate was (77.0)%; excluding the release, it would have been 19.1%
Read the filing on SEC.gov ↗

Sunstone Hotel Investors Q4 2025 Net Income Rises to $7.2 Million on RevPAR Growth

Mixed earnings Written later 2.02

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.
Read the filing on SEC.gov ↗
TXNMTXNM ENERGY INC Feb 27, 7:03 AM ET

TXNM Energy 2025 GAAP EPS falls to $1.48 from $2.67; ongoing EPS $2.33 vs $2.74

Mixed earnings Written later 2.02

TXNM Energy reported 2025 results on February 27, 2026. Electric operating revenues rose to $2.17 billion from $1.97 billion, but GAAP net earnings attributable to TXNM fell to $151.4 million from $242.2 million, and ongoing EPS dropped to $2.33 from $2.74. The company will not issue 2026 earnings guidance while its proposed $61.25-per-share acquisition by Blackstone Infrastructure is pending.

  • GAAP diluted EPS was $1.48 in 2025 versus $2.67 in 2024; ongoing diluted EPS was $2.33 versus $2.74.
  • Electric operating revenues were $2.17 billion in 2025 versus $1.97 billion in 2024.
  • GAAP 2025 results included a $58.8 million pension settlement charge and $43.1 million of costs related to the planned transaction.
  • No 2026 earnings guidance will be issued during the Blackstone transaction; closing is expected in the second half of 2026.
Read the filing on SEC.gov ↗
CRICARTERS INC Feb 27, 6:21 AM ET

Carter's Q4 sales up 7.6%, adjusted EPS down 20.5%; 2026 adjusted EPS seen falling

Mixed earnings Written later 2.02

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
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.