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).
On February 27, 2026, WESCO subsidiary WESCO Distribution completed a $1.5 billion offering of senior notes due 2031 and 2034, with net proceeds of approximately $1.48 billion. The company plans to use the proceeds to redeem its 7.250% notes due 2028 on or after June 15, 2026 and to repay part of its ABL Facility borrowings, which shifts its debt to longer maturities at fixed rates of 5.250% and 5.500%.
$650 million of 5.250% senior notes due April 15, 2031 issued at 100% of principal
$850 million of 5.500% senior notes due April 15, 2034 issued at 100% of principal
Net proceeds of approximately $1.48 billion will redeem the 7.250% notes due 2028 on or after June 15, 2026 and repay part of the ABL Facility
Notes are unsecured and guaranteed by WESCO and Anixter Inc.
Royal Caribbean Cruises Ltd. completed a $2.5 billion offering of two tranches of senior notes on February 27, 2026. The company received net proceeds of about $2.471 billion, which it intends to use mainly to refinance senior notes maturing in 2026 and to repay other existing debt. The deal adds long-term debt but replaces near-term maturities, a financing step that does not change the company's reported results.
$1.25 billion of 4.750% Senior Notes due May 15, 2033
$1.25 billion of 5.250% Senior Notes due February 27, 2038
Net proceeds of approximately $2.471 billion after fees and expenses
Proceeds intended to refinance 2026 maturing notes and repay other indebtedness, which may include term loans
Innovex International entered a February 25, 2026 underwriting agreement under which affiliates of Amberjack Capital Partners sold 5,750,000 shares at $25.75 each, and the underwriters later exercised their option in full for 862,500 more. Innovex sold no shares and received no offering proceeds, but it bought 575,000 shares from the underwriters for about $14.1 million under its existing buyback program, leaving about $76.6 million remaining under that program.
Selling stockholders sold 5,750,000 shares at $25.75 per share; underwriters exercised a 30-day option for 862,500 additional shares on February 26, 2026
Innovex did not sell any shares and received no proceeds from the offering
Innovex repurchased 575,000 shares for approximately $14.1 million; about $76.6 million remains under the buyback program
Offering and share repurchase closed on February 27, 2026
Wyndham Hotels & Resorts sold $650 million of 5.625% senior notes due 2033 on February 27, 2026, and used the proceeds to repay all borrowings under its term loan A and revolving credit facility. The notes are senior unsecured obligations, which shifts the company's debt mix and interest terms for shareholders to weigh.
Principal amount is $650 million of 5.625% senior notes due 2033, sold to J.P. Morgan Securities LLC and other initial purchasers
Proceeds repaid all outstanding borrowings under term loan A and the revolving credit facility, plus fees and general corporate purposes
Interest is payable semi-annually on March 1 and September 1, starting September 1, 2026
Notes are redeemable at make-whole price before March 1, 2029, with redemption prices stepping down to 100.000% from March 1, 2031
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
Advanced Drainage Systems issued $500.0 million of 5.375% senior notes due 2034 and entered a Fourth Amendment to its credit agreement that enlarges its revolving facility to $750 million and extends its maturity to February 27, 2031. The company said it will use the note proceeds, along with a term loan B, to refinance its senior secured credit facility and redeem its $350 million 5.000% notes due 2027 in full.
$500.0 million of 5.375% senior notes due March 1, 2034, with interest payable semi-annually from September 1, 2026
Revolving facility increased from $600 million to $750 million; maturity extended to February 27, 2031
New term facility of $600 million with maturity of February 28, 2033
The 2027 notes, originally $350 million, were redeemed in full on February 27, 2026 at 100% of principal plus accrued interest
Tandem Diabetes Care completed a private offering of $300.0 million of 0.00% convertible senior notes due March 15, 2032, including a $35.0 million option exercised in full by the initial purchasers. The notes carry no regular interest and are convertible into cash, shares, or a combination, at the company's election, at an initial conversion price of about $36.99 per share. The company adds this debt to its balance sheet, and dilution from conversion is partly offset by capped call transactions subject to a cap.
$300.0 million principal, including the $35.0 million option exercised in full; notes mature March 15, 2032
Initial conversion price of about $36.99 per share, a premium of about 37.5% to the February 24, 2026 last reported sale price
Net proceeds of about $290.7 million after discounts and offering expenses; $15.3 million used to pay the cost of the capped call transactions
The company may not redeem the notes before March 20, 2029
Albertsons Companies appointed Brian Rice, Executive Vice President and Global Chief Information Officer at McDonald's, as a director effective February 25, 2026, expanding the board from 10 to 11 members. Rice has not been placed on any board committee, and the board has determined he is independent under NYSE rules. The appointment adds a director with technology, cybersecurity and digital experience to the board, which the company's CEO said will support its technology and AI priorities.
Brian Rice appointed to the Board effective February 25, 2026, with a term ending at the 2026 annual meeting
Board expands from 10 to 11 directors; Rice has not been appointed to any committee
Rice will receive the same non-management director compensation as disclosed in the 2025 proxy statement filed June 20, 2025
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
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.
Matador Resources Company priced a private offering of $750 million of 6.000% senior unsecured notes due 2034 at 100% of face value, with closing expected on March 5, 2026. The company plans to use the net proceeds to tender for its $500 million of 6.875% senior notes due 2028 and to repay borrowings under its credit facility, which changes the mix of its debt rather than announcing a new operating result.
Offering: $750 million of 6.000% senior unsecured notes due 2034, priced at 100% of face value on February 26, 2026
Expected closing: March 5, 2026, subject to customary closing conditions
Use of proceeds: cash tender offer for the $500 million outstanding 6.875% senior notes due 2028, plus repayment of credit facility borrowings
Tanger entered a new at-the-market equity program with a maximum gross sales price of $400 million, replacing its February 24, 2025 sales agreement, which it terminated without having issued any shares. The company may sell shares from time to time at its discretion and has no obligation to sell, so the program's dilutive effect depends on future sales that the filing does not quantify.
Maximum aggregate gross sales price under the 2026 Sales Agreement is $400 million.
Sales agents include BofA Securities, Wells Fargo Securities, BTIG, Mizuho, Nomura, Regions, Scotia Capital, TD Securities, and Truist Securities, among others.
Compensation to each sales agent will not exceed 2.0% of gross sales price of issuance shares sold through it.
Company intends to use net proceeds for general corporate purposes, including acquisitions, development, and debt repayment; the 2025 agreement had no shares issued as of February 26, 2026.
On February 24, 2026, Macerich's operating partnership, The Macerich Partnership, L.P., entered a Second Amended and Restated Credit Agreement that provides a $900 million revolving loan facility. The agreement replaces a credit agreement dated September 11, 2023, and lets the borrower increase the facility up to $1.1 billion, subject to lender commitments and other conditions. The facility is secured by mortgages and equity pledges and includes a borrowing base covenant and financial covenants.
Revolving loan facility of $900 million, maturing March 1, 2029, with an option to extend to March 1, 2030.
Facility can be increased to an aggregate $1.1 billion, subject to lender commitments and other conditions.
At signing, the applicable margin was 0.90% for Base Rate loans and 1.90% for Term SOFR loans.
Secured by mortgages on certain wholly-owned assets and pledges of certain equity interests; requires a Borrowing Base Maintenance Covenant.
CNX Resources Corporation completed a private offering of $500 million in 5.875% senior notes due March 1, 2034, on February 26, 2026. The company said it intends to use the net proceeds to tender for and, if needed, redeem its outstanding 6.000% senior notes due 2029, with any shortfall funded from its revolving credit facility, so the deal mainly refinances existing debt.
$500 million aggregate principal of 5.875% senior notes due March 1, 2034, issued under an indenture with UMB Bank, N.A., as trustee
Interest is payable semi-annually on March 1 and September 1, beginning September 1, 2026
Proceeds intended to fund a tender offer for, and if needed the redemption of, the company's 6.000% senior notes due 2029
Notes are redeemable on or after March 1, 2029 at 102.938% of principal, declining to 100% in 2031 and thereafter
AbbVie agreed on February 24, 2026 to sell seven series of senior notes, with total principal of $8.0 billion, to a group of underwriters led by J.P. Morgan, BofA Securities, Morgan Stanley and Wells Fargo. The company expects net proceeds of about $7.95 billion, which it plans to use mainly to repay amounts outstanding under a $4.0 billion 364-day delayed draw term loan facility maturing in May 2026, of which $2.0 billion is currently outstanding.
Seven series of senior notes with total principal of $8.0 billion, maturing from 2028 to 2066
Expected net proceeds of about $7.95 billion after underwriting discounts and estimated offering expenses
Proceeds planned to repay the $4.0 billion 364-day term loan, of which $2.0 billion is outstanding, and for general corporate purposes
Closing expected March 4, 2026, subject to customary closing conditions
On February 26, 2026, Boston Scientific entered three new credit agreements with Wells Fargo as administrative agent and terminated its 2021 revolving credit agreement. The $6.000 billion term loan may be drawn only to fund the pending acquisition of Penumbra, Inc., under a merger agreement dated January 14, 2026, which means the company will take on substantial new debt if the deal closes.
$3.000 billion 2026 Revolving Credit Agreement matures February 26, 2031, with a Maximum Leverage Ratio of 3.75x
$2.000 billion 364-day revolving credit agreement, with a ticking fee accruing 120 days after its effective date
$6.000 billion term loan: $1.000 billion Tranche A and $5.000 billion Tranche B, drawable only at the Penumbra acquisition closing
Prior 2021 revolving credit agreement, as amended through May 10, 2024, was terminated
CenterPoint Energy completed the sale of $650 million of 2.875% Convertible Senior Notes due 2029, including the full $50 million option, with net proceeds of about $641.5 million after discounts and expenses. The notes are senior unsecured debt that can convert into cash, common stock, or both, and the initial conversion price of about $53.61 per share is a 25.0% premium over the February 23, 2026 closing price, so the deal adds debt while creating potential future share dilution of up to 15,155,010 shares.
Aggregate principal of $650 million, including an additional $50 million from the initial purchasers' option, sold in a private offering under Rule 144A.
Notes bear 2.875% interest, payable May 15 and November 15 starting November 15, 2026, and mature May 15, 2029.
Initial conversion price of about $53.61 per share; a maximum of 15,155,010 shares may be issued on conversion.
Indenture is dated February 26, 2026, with The Bank of New York Mellon Trust Company, National Association, as trustee.
AMG announced that G. Staley Cates, former Vice Chairman of Southeastern Asset Management, will join its Board as an independent director effective April 1, 2026. Director Karen L. Alvingham, who joined the Board in January 2018, will retire from the Board on the same date, and Jay C. Horgen was re-appointed President effective April 1, 2026 while continuing as Chief Executive Officer. The filing contains no financial results, so the changes affect board composition and leadership titles rather than reported performance.
G. Staley Cates joins the Board as an independent director effective April 1, 2026; he was Vice Chairman of Southeastern from 2015 through 2024 and its President from 1989 through 2015.
Karen L. Alvingham will retire from the Board effective April 1, 2026; she was appointed in January 2018.
Jay C. Horgen was re-appointed President effective April 1, 2026 and will continue to serve as Chief Executive Officer.
Rexford Industrial Realty appointed John Nahas as Chief Operating Officer effective April 1, 2026, alongside Laura Clark's previously announced move to Chief Executive Officer. The company also adopted an Executive Severance Plan and said it reaffirmed its 2026 general and administrative expense guidance of approximately $60 million.
Nahas, age 43, joined the company in January 2023 and has been Managing Director of Operations and Asset Management since July 2023.
The company reaffirmed its previously disclosed 2026 general and administrative expense guidance of approximately $60 million.
The press release says total aggregate executive compensation was significantly reduced by approximately 50% compared with prior levels.
The Executive Severance Plan is effective February 24, 2026; Co-CEOs Michael S. Frankel and Howard Schwimmer are excluded from it.
MARA USA Corporation, a MARA subsidiary, entered into a Strategic Agreement with Starwood Capital Group on February 26, 2026. The agreement covers developing, leasing and marketing MARA's existing US bitcoin mining data center properties, outside existing third-party joint ventures, with each property potentially moving into a joint venture where MARA would hold 10% to 50%. The filing gives no dollar value for the deal, and shareholders will depend on how many properties proceed to development.
Covers all of MARA's United States bitcoin mining data center properties other than those held in existing third-party joint ventures.
MARA would elect a 10% to 50% interest in each joint venture; Starwood would be managing member and handle day-to-day operations.
Each party can decide whether to proceed after a trigger, such as an executable hyperscaler lease; a decision is required 24 months after closing, extendable by 12 months.
If Starwood proceeds and MARA does not after a qualifying lease, MARA must sell its rights to the powered land to Starwood.
J.M. Smucker's board increased its size to 11 members and elected Woo-Sung (Bruce) Chung, CFO of NRG Energy, and David Singer, former CEO of Snyder's-Lance, effective April 15, 2026. The appointments follow engagement with Elliott Investment Management, and the company has entered an information-sharing agreement with Elliott. The filing reports no financial results, so the change is a governance development rather than a direct financial measure.
Board expanded to 11 directors, with 10 described as independent, effective April 15, 2026
Chung and Singer will both serve on the Audit Committee; Mercedes Abramo moves from Audit to Nominating, Governance, and Corporate Responsibility Committee
Appointments follow constructive engagement with Elliott Investment Management, which the company describes as one of its largest investors
Company will enter indemnity agreements with Chung and Singer, in substantially the same form as those with current directors
Abbott agreed under a pricing agreement dated February 23, 2026, to sell $20 billion of senior notes in several series maturing from 2029 to 2066. The company said it will use the proceeds, with cash on hand and possibly additional borrowings, to pay the consideration for its acquisition of Exact Sciences, repay certain Exact Sciences debt, cover fees and expenses, and for general corporate purposes. Closing of the sale is expected on March 9, 2026, subject to customary conditions.
Total offering of $20 billion across eight series, including $1 billion of floating rate notes due 2029 and $3.75 billion each of 4.650% notes due 2036 and 5.500% notes due 2056
Proceeds intended to fund the Exact Sciences acquisition consideration and repay certain Exact Sciences indebtedness
Closing expected March 9, 2026, subject to customary closing conditions
Itron entered into a purchase agreement to sell $700.0 million of 0.00% convertible senior notes due March 15, 2032 in a private offering, and the initial purchasers exercised in full an option for an additional $105.0 million on February 24, 2026. The notes have an initial conversion price of about $123.77 per share, a premium of about 30.0% over the $95.21 closing price on February 23, 2026, and the company paid about $92.8 million for capped call transactions meant to reduce dilution. Shareholders face possible dilution if the notes convert, though the capped calls offset some of that exposure up to a cap price of $190.42 per share.
Principal: $700.0 million initial notes plus $105.0 million option exercised in full on February 24, 2026; the notes pay no regular interest.
Initial conversion price of about $123.77 per share, a 30.0% premium to the $95.21 closing price on February 23, 2026.
Capped call transactions cost about $92.8 million, with a cap price of $190.42 per share.
Company expects to use net proceeds to pay for the capped calls, repurchase about $100.0 million of common stock, and repay its 0.00% convertible notes due 2026.
PPL Corporation completed an offering of 23,000,000 equity units on February 26, 2026, including the full exercise of the underwriters' over-allotment option. Each unit has a $50 stated amount and combines a stock purchase contract with a beneficial interest in remarketable senior notes issued by PPL Capital Funding, Inc. and guaranteed by PPL, so the offering can add future common stock issuance for holders who settle the contracts.
Offering covered 20,000,000 units plus 3,000,000 over-allotment units, for 23,000,000 units in total, completed February 26, 2026.
Each unit has a $50 stated amount and total annual distributions of 7.00%, made up of 2.98% contract adjustment payments and 4.02% note interest.
Stock purchase contracts require holders to buy common stock for $50 in cash no later than February 15, 2029.
Underwriters for the offering were J.P. Morgan Securities LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC and RBC Capital Markets, LLC.
On February 26, 2026, Phillips Edison Grocery Center Operating Partnership I, L.P., a subsidiary, completed an underwritten public offering of $350 million of 4.750% senior notes due March 15, 2033, fully guaranteed by parent Phillips Edison & Company, Inc. The notes were sold at 99.295% of principal, with estimated net proceeds of about $346.5 million, which the company intends to use for general corporate purposes, including repaying its revolving credit facility and term loans.
$350 million principal of 4.750% senior notes, maturing March 15, 2033; interest is payable March 15 and September 15, starting September 15, 2026.
Underwriters paid 99.295% of principal; estimated net proceeds are about $346.5 million after the underwriting discount and fees.
Proceeds are intended for general corporate purposes, including repaying revolver borrowings and term loans.
The issuer may redeem the notes before January 15, 2033 at the greater of par or a make-whole premium, and at par afterward.
On February 26, 2026, NextEra Energy Capital Holdings, a wholly-owned subsidiary of NextEra Energy, sold €1.0 billion of Series X and €750 million of Series Y junior subordinated debentures maturing in 2056. The debt is guaranteed on a subordinated basis by NextEra Energy, so it adds long-term borrowing that ranks behind other obligations and is tied to the parent's credit.
Series X: €1.0 billion principal, 4.20% fixed rate until February 26, 2032, then resets to the Five-Year Swap Rate plus a margin
Series Y: €750 million principal, 4.75% fixed rate until February 26, 2036, then resets on the same five-year cycle
NEECH may redeem Series X debentures beginning in 2031 and Series Y debentures beginning in 2035
Debentures were registered under Securities Act Registration Statement Nos. 333-278184 and related numbers
Parsons' board approved a stock award for CEO Carey A. Smith on February 20, 2026, with a target grant-date value of $10 million, split 60% performance stock units and 40% restricted stock units. The award is meant to recognize her performance and retain her, and its performance units pay out based on the company's relative total stockholder return against a custom peer group, so pay depends on how the stock performs against peers.
Board approved the award on February 20, 2026, with a target grant-date value of $10 million.
PSUs (60%) cover January 1, 2026 through December 31, 2029; target payout is $6 million at the 65th percentile of relative TSR.
RSUs (40%) vest ratably over four years starting March 10, 2026, about $1 million per year at target.
PSU payout is zero at or below the 35th percentile and capped at $9 million (150% of target) at or above the 75th percentile.
Elevance Health announced management changes: CFO Mark Kaye will add oversight of Carelon, and Felicia Norwood will lead a consolidated Health Benefits organization. Carelon president Peter D. Haytaian leaves that role effective May 4, 2026, and will serve as Special Advisor through December 31, 2026. The company also reaffirmed its 2026 earnings and benefit expense ratio guidance, so the leadership changes come without a change to its outlook.
Peter D. Haytaian leaves his role as President of Carelon effective May 4, 2026, to devote more time to family commitments; he will serve as Special Advisor through December 31, 2026.
CFO Mark Kaye expands his responsibilities to include oversight of Carelon; Felicia Norwood assumes responsibility for the consolidated Health Benefits organization.
2026 guidance reaffirmed: shareholders' earnings of at least $22.30 per diluted share, including about $3.20 per diluted share of net unfavorable items; adjusted earnings of at least $25.50 per diluted share.
Benefit expense ratio guidance for 2026 reaffirmed at 90.2% plus or minus 50 basis points.
Kilroy Realty's board appointed Gary Stevenson as Chair effective February 24, 2026, succeeding Edward Brennan, who remains a director. The board also expanded from seven to nine members with two new independent directors, and director Peter Stoneberg will retire at the 2026 annual meeting. The changes affect board leadership and committee oversight, and the filing reports no financial results.
Gary Stevenson appointed Chair of the Board effective February 24, 2026, succeeding Edward Brennan, PhD
Cia Buckley Marakovits and David Kieske appointed independent directors; board size increased from seven to nine
Peter Stoneberg will not stand for re-election and will retire at the 2026 annual meeting; board to decrease to eight
Corporate Social Responsibility and Sustainability Committee to be disbanded; Brennan named Audit Committee chair and Jolie Hunt named Executive Compensation Committee chair
Manhattan Associates said CFO Dennis Story will retire as Executive Vice President, Chief Financial Officer, and Treasurer effective March 31, 2026, and will serve as advisor to the CEO through December 31, 2026. Linda Pinne, the company's Senior Vice President, Global Corporate Controller, and Chief Accounting Officer since January 2016, will succeed him, and the company reaffirmed its 2026 financial guidance.
Dennis Story has served as CFO since March 2006; his retirement takes effect at the close of business on March 31, 2026.
Linda Pinne will hold the titles of Senior Vice President, Chief Financial Officer, Chief Accounting Officer, and Treasurer.
Story's retirement agreement continues his $512,000 base salary while he serves as advisor, and his unvested RSUs vest on December 31, 2026.
The company reaffirmed its 2026 financial guidance provided on January 27, 2026.
Sarepta Therapeutics said CEO Douglas Ingram has decided to retire as Chief Executive Officer by the end of 2026, or when a replacement is appointed, whichever comes first. The company has started a search of internal and external candidates for his successor. The filing does not name a successor or give a reason for the retirement.
Douglas Ingram notified the company of his retirement decision on February 25, 2026
Retirement is due by the end of 2026 or upon appointment of a replacement, whichever comes first
The company has commenced a search of internal and external candidates
On February 24, 2026, Manhattan Bridge Capital entered into Amendment No. 9 to its credit agreement with Webster Bank as agent and lender. The amendment extends the agreement's term through March 31, 2026, removes Mizrahi Tefahot Bank as a lender, and reallocates its revolving commitments among the remaining lenders, with Webster's revolving note increased from $15 million to $22.5 million.
Credit agreement term extended through March 31, 2026
Mizrahi Tefahot Bank Ltd. departs as a lender under the agreement
Webster revolving note raised from $15,000,000 to $22,500,000, replacing the prior note
Ecolab's board appointed Christophe Beck as President, while Darrell Brown and Greg Cook were named Co-Chief Operating Officers for Global Markets and Global Businesses, effective April 1, 2026. Beck keeps his roles as Chairman and CEO, and the company says the split is meant to support its next phase of growth.
Christophe Beck, 58, was appointed President and will remain Chairman and CEO.
Darrell Brown, 62, moves to Co-COO, Global Markets and will relocate to Sydney, Australia, with an annualized base salary of AU$1,300,000 (about $876,200) and a $2,500,000 long-term incentive award target.
Greg Cook, 57, becomes Co-COO, Global Businesses with an annualized base salary of $750,000 and a $2,200,000 long-term incentive award value.
On February 23, 2026, Con Edison entered into a forward sale agreement with JPMorgan Chase Bank covering 7,000,000 common shares, alongside an underwriting agreement for the same shares. The forward price starts at $110.81 per share, and the agreement is expected to settle by December 31, 2026. If shares are issued under the agreement, the filing says that would dilute earnings per share and return on equity.
Forward sale agreement dated February 23, 2026, with JPMorgan Chase Bank, National Association, covers 7,000,000 common shares
Initial forward price is $110.81 per share, adjusted daily for a floating interest factor and reduced for expected dividends
Settlement is expected by December 31, 2026, and will be physical unless Con Edison elects cash or net share settlement
The forward purchaser may accelerate settlement in specified events, which could require issuing shares and cause dilution to earnings per share and return on equity
Alexandria Real Estate Equities, Inc. issued and sold $750 million of 5.25% Senior Notes due 2036 in a registered public offering on February 25, 2026. The notes are unsecured senior obligations guaranteed by its operating partnership and rank equally with existing and future unsecured senior debt, so the filing adds fixed-rate debt to the company's balance sheet.
Principal amount: $750 million; interest rate 5.25% per year, paid semi-annually on March 15 and September 15, starting September 15, 2026
Notes mature March 15, 2036; redeemable at any time, with a make-whole amount before December 15, 2035
Indenture dated February 13, 2025, supplemented by Supplemental Indenture No. 2 dated February 25, 2026, with U.S. Bank Trust Company, National Association as trustee
Southwest Gas Holdings said CEO and President Karen S. Haller will resign effective May 8, 2026, and will stay on as an employee and advisor through December 31, 2026. The board appointed Justin Lee Brown as President and CEO effective the same date, and he is nominated for the board at the 2026 annual meeting. The filing states Ms. Haller's resignation was not the result of any disagreement with the companies on operations, policies or practices.
Karen S. Haller resigns as President, CEO and director of Southwest Gas Holdings, effective May 8, 2026; director role ends at the 2026 annual meeting on May 7, 2026
Justin Lee Brown appointed President and CEO of Southwest Gas Holdings and CEO of Southwest Gas Corporation, effective May 8, 2026
Brown's compensation: $900,000 base salary, 110% target cash incentive, $3.1 million one-time PSU award, and 330% target long-term incentive beginning in 2027
Haller will receive a monthly salary of $95,000 while serving as an advisor through December 31, 2026
Alkermes said CEO Richard Pops will retire effective July 31, 2026, and the board appointed COO Blair Jackson as CEO effective August 1, 2026. Pops will remain non-executive Chairman and serve as Senior Advisor through December 31, 2026, so the filing describes a planned succession rather than a change in financial results.
Richard Pops retires as CEO effective July 31, 2026; Blair Jackson becomes CEO effective August 1, 2026
Pops to serve as non-executive Chairman and Senior Advisor through December 31, 2026
Pops' letter agreement includes a $75,000 monthly cash retainer while a Senior Advisor and a 2026 RSU award with a grant value of $2,687,500
Jackson has been Executive Vice President and Chief Operating Officer since January 2021 and was interim principal financial officer from February 2024 to September 2025
Alabama Power and Georgia Power, subsidiaries of Southern Company, entered into loan guarantee agreements and credit facilities with the U.S. Department of Energy and the Federal Financing Bank on February 20, 2026. Southern Company itself is not a party to the loan documents, but the borrowings will be full recourse, senior unsecured obligations of the two utilities, which matters to shareholders because it adds debt at the subsidiary level.
Alabama Power's facility may not exceed approximately $4.1 billion; Georgia Power's may not exceed approximately $22.4 billion
Georgia Power requested initial advances of approximately $1.0 billion on February 20, 2026, and expects to receive them in March 2026
Advances bear interest at the U.S. Treasury rate plus 0.375%, with a final scheduled maturity of December 10, 2055
Advances are available until the earliest of September 15, 2033, full use of the facility amount, or termination after an event of default
Charter Communications appointed Nick Jeffery, former CEO of Frontier Communications, as Chief Operating Officer, effective September 1, 2026. He will lead Marketing and Sales, Field Operations, and Customer Operations and report to CEO Chris Winfrey, and his compensation package includes a base salary of at least $1.5 million and a $20 million stock option grant.
Start date is September 1, 2026; Jeffery reports to President and CEO Chris Winfrey
Base salary of at least $1,500,000 with a target annual bonus of 225% of base salary
Initial stock options with a grant date fair value of $20,000,000, plus $500,000 in restricted stock units
Jeffery was Frontier Communications CEO from 2021 until Verizon's acquisition of Frontier in January 2026
DiamondRock Hospitality Company said Chairman William W. McCarten will retire from the Board at the adjournment of its 2026 Annual Meeting of Shareholders on April 29, 2026, and will not stand for re-election. Bruce D. Wardinski will then become non-executive Chairman, and the Board will shrink from nine directors to eight. The filing says Mr. McCarten's decision was not based on any disagreement with the Company or management.
William W. McCarten, founder and former CEO, retires as Chairman effective at the April 29, 2026 Annual Meeting adjournment
Bruce D. Wardinski becomes non-executive Chairman on the same date
Board size reduces from nine directors to eight
Announced in a press release dated February 25, 2026; the filing says the decision was not based on any disagreement with the Company or management
Starwood Property Trust reported fourth-quarter and full-year 2025 results, with GAAP net income of $96.9 million for the quarter and $411.5 million for the year. Distributable Earnings, a non-GAAP measure, were $159.5 million for the quarter and $615.5 million for the year. The filing gives no prior-period comparisons or guidance, and management described 2025 as a transition year.
Q4 2025 GAAP EPS of $0.26 and Distributable EPS of $0.42; full-year GAAP EPS of $1.15 and Distributable EPS of $1.69
Full-year 2025 GAAP net income of $411.5 million and Distributable Earnings of $615.5 million
Invested $12.7 billion in 2025, including $2.5 billion in Q4; record $4.4 billion of capital transactions; current liquidity of $1.4 billion
Quarterly dividend of $0.48 per share; webcast and conference call on February 25, 2026 at 10:00 a.m. Eastern Time
Arcosa agreed to sell all shares of Arcosa Marine Products, Inc., its barge business, to ACMP Buyer, LLC, an affiliate of Wynnchurch Capital, for about $450 million in cash, subject to customary adjustments. The company said it intends to use the net after-tax proceeds to invest in its core growth platforms and reduce debt. The barge business reported 2025 revenue of $383 million and Adjusted Segment EBITDA of $68 million, and closing depends on regulatory approval.
Price: about $450 million in cash, subject to customary purchase price adjustments
Expected close in the second quarter of 2026, subject to HSR waiting period expiration and absence of legal restraints
Either party may terminate if the deal has not closed by June 24, 2026, subject to extensions; no financing condition
Barge business 2025 revenue of $383 million and Adjusted Segment EBITDA of $68 million, reported within Transportation Products
Concentrix issued and sold $600 million of 6.500% Senior Notes due March 1, 2029, in a registered public offering on February 24, 2026. The company said it used the proceeds with other available funds to redeem $600 million of its 6.650% Senior Notes due August 2, 2026, which had $800 million outstanding before the redemption. The filing describes a refinancing of existing debt; it does not state a change in total borrowing.
Notes carry a 6.500% rate, paid semi-annually from September 1, 2026, maturing March 1, 2029
Proceeds plus other funds used to redeem $600 million of 6.650% notes due August 2, 2026, with $800 million previously outstanding
Rate can adjust if Moody's, S&P or Fitch downgrade or later upgrade the notes' rating
Notes are redeemable before February 1, 2029 at the greater of par or a make-whole price
W. P. Carey completed a €1.0 billion offering of senior unsecured notes on February 24, 2026, in two €500 million tranches maturing in 2031 and 2035. The company said it will use the net proceeds to repay its €500 million 2.250% notes due April 2026 and for general corporate purposes, including repaying other debt such as amounts under its $2.0 billion revolving credit facility. The filing also reports that underwriters fully exercised the option on the February 2026 common stock offering, adding $64.8 million for total gross proceeds of $496.8 million.
€500 million of 3.250% Senior Notes due October 2, 2031, and €500 million of 3.750% Senior Notes due May 10, 2035, both issued February 24, 2026
Proceeds will repay all €500 million of 2.250% Senior Notes due April 2026, plus other debt including the $2.0 billion revolver and a €215 million term loan due February 2028
Underwriters exercised in full the 900,000-share option on the common stock offering at $71.38 per share, adding $64.8 million for total gross proceeds of $496.8 million
Boyd Gaming disclosed that Chief Administrative Officer Stephen Thompson intends to retire effective March 31, 2026, having announced the decision on February 19, 2026. The filing says he is leaving for personal reasons and not due to any disagreement with the company, and it does not name a successor.
Stephen Thompson, Chief Administrative Officer since December 2023, announced his retirement on February 19, 2026.
Retirement is effective March 31, 2026.
The company states the departure is for personal reasons and not due to any disagreement.
Benchmark Electronics signed an employment agreement with David Moezidis, who will become President and Chief Executive Officer on March 31, 2026, and is expected to join the board as a director. The agreement sets a $900,000 base salary, equity awards and severance terms, which are detailed in the filing.
Effective date of employment as President and CEO is March 31, 2026; agreement dated February 19, 2026
Annual base salary of $900,000 with target cash bonus of 115% and maximum of 200% of base salary
Equity awards of $2,500,000 in February 2026 plus $1,500,000 on the effective date, split 50% restricted stock units and 50% performance stock units
Severance without cause or for good reason is two times the Total Cash Amount plus a pro rata bonus; three times within 24 months after a change in control
Shake Shack's board designated Peter Herpich, its Corporate Controller, as interim principal financial officer on February 23, 2026, while the company searches for a new chief financial officer. The change follows the November 2025 resignation of CFO Katherine Fogertey, who will serve as a Senior Advisor until March 4, 2026. The filing is a leadership change in the finance function, and it does not report any change to financial results or guidance.
Peter Herpich, age 55, designated interim principal financial officer on February 23, 2026
Katherine Fogertey resigned as CFO in November 2025 and will serve as Senior Advisor until March 4, 2026
Company has commenced a search for a new Chief Financial Officer
Herpich joined Shake Shack in May 2023 and previously held controller roles at Casper Inc. and Barnes & Noble, Inc.
Disney terminated the employment of Senior Executive Vice President and Chief Communications Officer Kristina Schake without cause, effective March 19, 2026, according to the 8-K. The company's press release says her departure coincides with the end of Bob Iger's tenure as CEO, and that Josh D'Amaro is the selected next CEO. Shareholders should note that a successor has not yet been named.
Termination decided February 20, 2026; effective March 19, 2026 per the 8-K
Press release says Schake departs after March 18, 2026, as Bob Iger's CEO tenure ends
Separation benefits follow her previously disclosed employment agreement; successor to be announced at a later date
Unitil signed Amendment No. 2 to its purchase agreement for Aquarion Water Company of Massachusetts, Aquarion Water Company of New Hampshire and Abenaki Water Co., moving the agreement's termination date from February 23, 2026 to May 25, 2026. The filing also replaces Janney Montgomery Scott with Huntington Securities as an agent under the company's $50 million common stock distribution agreement.
Amendment No. 2, dated February 23, 2026, extends the purchase agreement's termination date to May 25, 2026, from February 23, 2026.
The Aquarion companies are being acquired from Aquarion Water Authority, with South Central Connecticut Regional Water Authority party to the amendment.
On February 19, 2026, Huntington Securities replaced Janney Montgomery Scott under the $50 million distribution agreement for common stock sales.
Stock sales under the distribution agreement, if any, will be made under an effective Form S-3ASR registration statement.
Trex Company said CEO Bryan Fairbanks will resign as President, CEO and director effective April 28, 2026, and that Executive Vice President and COO Adam Zambanini will succeed him and join the Board that day. Fairbanks will stay on through April 27, 2026 to support the transition, then serve as a consultant. The filing reports no disagreement with the company as the reason for his departure.
Fairbanks resigns as President and CEO and as a director, effective April 28, 2026; the Board will remain at ten members.
Zambanini, 49, becomes CEO and a director; his salary rises to $900,000, and his target incentive awards increase to 110% of base salary (annual plan) and 450% (stock plan).
Fairbanks receives $16,666 per full month as a consultant during a consulting term ending April 30, 2027.
Trex announced fourth quarter and full year 2025 results in a separate release the same day, with a conference call at 4:30 p.m. ET.
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