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).
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
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.
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
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.
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
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
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
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
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.
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.
Chewy's board appointed Vice President of Finance Christopher S. Deppe as chief financial officer effective February 23, 2026, ending an interim arrangement in which Chief Accounting Officer William Billings served as principal financial officer during the CFO search. The company's February 24, 2026 press release also reaffirmed its guidance for fiscal year 2025 and stated its long-term margin target of 10% Adjusted EBITDA.
Deppe's offer letter sets an annual base salary of $450,000 and a 2026 target bonus equal to 100% of eligible earnings.
Deppe receives a one-time RSU equity grant valued at $8,781,141 as of the grant date, subject to Board approval after his start date.
Billings was removed as interim principal financial officer but remains Chief Accounting Officer; the filing says the removal was not due to any disagreement with the company.
Chewy reaffirmed guidance for fiscal year 2025 and stated it remains on track toward the 10% Adjusted EBITDA margin outlined at its Investor Day.
Atlantic Union Bankshares appointed Alexander D. Dodd, formerly a senior finance executive at TD Bank Group, as Executive Vice President and Chief Financial Officer effective April 13, 2026, succeeding Robert M. Gorman, who is retiring. Gorman will stay with the company through September 30, 2026 as an executive advisor and then serve as a non-employee consultant through September 30, 2027.
Alexander D. Dodd, 49, becomes CFO effective April 13, 2026, succeeding Robert M. Gorman
Dodd's employment agreement runs through December 31, 2027, with a base salary of $590,000 and a $500,000 sign-on cash bonus
Sign-on equity includes restricted stock with a market value of about $600,000 and performance stock units with a target value of about $300,000
Gorman remains employed through September 30, 2026, then serves as a consultant through September 30, 2027
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
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
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
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
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.
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
Carnival Corporation and Carnival plc signed a Unification Agreement to combine their dual listed company structure into one company, Carnival Corporation, and move the parent from Panama to Bermuda. The deal is subject to shareholder, UK court, NYSE listing, SEC registration and other conditions, and can be terminated if conditions are not met by December 31, 2026.
Unification Agreement dated February 20, 2026; Carnival plc becomes a wholly-owned UK subsidiary of Carnival Corporation Ltd.
Hart-Scott-Rodino early termination received by both companies on January 29, 2026; German clearances received February 4 and February 18, 2026.
Remaining conditions include shareholder approvals, UK court sanction, NYSE listing approval, an effective Form S-4, and U.S. and German antitrust clearances.
If conditions are not satisfied or waived by December 31, 2026, the agreement may be terminated.
Erie Indemnity said President and CEO Timothy G. NeCastro will retire on December 31, 2026, ending a 30-year career at the company, including his tenure as CEO since 2016. The board will begin a search for a successor immediately, and NeCastro will remain in his role through the end of 2026 to support continuity.
NeCastro retires as president and CEO on December 31, 2026, after serving as CEO since 2016
He has been with the company for 30 years, including roles in internal audit, finance, product and policy services, and regional field operations
The board has begun a search for a new president and CEO
NeCastro will continue as president of the Erie Insurance Foundation after retiring as CEO
Coca-Cola said Henrique Braun, its current Chief Operating Officer, will become Chief Executive Officer effective March 31, 2026, succeeding James Quincey, who will remain as Executive Chairman of the Board. The company also set the base salaries for both executives in letters dated February 19, 2026, which take effect on the same date. For shareholders, this is a planned leadership transition, and the filing does not describe any change to financial results or guidance.
Henrique Braun becomes Chief Executive Officer effective March 31, 2026, as previously announced on December 10, 2025.
Braun's base salary will be $1,450,000 and his target annual incentive will be 200% of base salary.
James Quincey continues as Executive Chairman with a base salary of $1,200,000 and a target annual incentive of 200% of base salary.
Nucor's board elected John L. "Jack" Sullivan, currently Vice President, Treasurer and General Manager of Investor Relations, as Chief Financial Officer, Treasurer and Executive Vice President, effective March 1, 2026. Stephen D. Laxton, who has served as CFO, continues as President and Chief Operating Officer, so the change is a planned leadership handover in the finance role.
Sullivan's annual base salary will increase to $680,000 effective March 1, 2026.
Sullivan, 52, joined Nucor in 2022 and previously spent 13 years at Duke Energy and nine years at Bank of America.
Laxton was promoted to President and Chief Operating Officer effective January 1, 2026, and is covered by the 8-K as the officer he succeeds.
Nicolet Bankshares completed its merger with MidWest One Financial Group effective February 13, 2026, with MidWest One merging into Nicolet and issuing about 6.6 million Nicolet shares to MidWest One holders. The company said the deal adds about $6 billion in assets, raising total assets to about $15 billion, and the board was expanded to twelve members with four former MidWest One directors joining.
Merger effective February 13, 2026; each MidWest One share converted into 0.3175 Nicolet shares
About 6.6 million Nicolet shares issued, valued at $155.19 per share based on the February 13, 2026 NYSE closing price
Board set at twelve members: eight Nicolet directors and four former MidWest One directors (Tracy S. McCormick, Carl J. Chaney, Janet E. Godwin, Matthew J. Hayek)
MidWest One Bank will operate as a division until a planned system conversion in August 2026
YETI Holdings announced that Scott Bomar, previously Senior Vice President of Finance at The Home Depot, will become Senior Vice President, Chief Financial Officer and Treasurer effective February 23, 2026, and will also serve as principal accounting officer. Current CFO Michael McMullen's role ends on the same date; he will serve as a consultant until May 31, 2026, and the filing discloses no financial results.
Scott Bomar's annual base salary is $725,000, with a 2026 short-term incentive target of 100% of base and a long-term incentive target of 250% of base.
Bomar receives a $500,000 sign-on bonus, sign-on RSUs valued at $2,500,000 (time-based) and $1,000,000 (performance-based), and a $100,000 relocation bonus.
Michael McMullen, who was informed on February 13, 2026 that his role would end, will receive Senior Leadership Severance Benefits Plan benefits and consulting fees of $10,000 per month, $30,000 in total, through May 31, 2026.
Charles River Laboratories appointed Glenn Coleman as Corporate Executive Vice President and Chief Financial Officer, with a tentative start date of April 6, 2026. He succeeds interim CFO Michael G. Knell, who will remain as Chief Accounting Officer.
Coleman, 58, is currently CFO and Chief Administrative Officer of Premier, Inc. and previously served as CFO of DENTSPLY SIRONA and Integra Life Sciences.
Offer letter sets a base salary of $800,000 and a 2026 target bonus of 85% of base salary, pro-rated to his hire date.
Coleman receives a 2026 equity award with a grant value of $3,000,000 and a one-time new hire equity award of $3,500,000, plus a one-time cash award of $1,875,000.
ITT entered into a credit agreement providing delayed draw term loan commitments of $2.875 billion, which can be drawn on up to two occasions to finance its previously announced acquisition of SPX FLOW, Inc. The filing sets out borrowing costs, a maturity of two years from the first borrowing, and a maximum net debt to adjusted EBITDA ratio of 3.50 to 1.00, which adds debt obligations for shareholders to weigh against the acquisition.
Delayed draw term loan commitments total $2,875,000,000 and expire on September 11, 2026 if undrawn or not otherwise terminated.
DDTL Loans bear interest at Term SOFR plus 1.00% to 1.50%, or an alternate base rate plus 0.00% to 0.50%, based on the Company's debt ratings.
An unused commitment fee of 0.10% per year accrues from May 3, 2026 until the loans are fully funded or the commitments end.
Loans mature two years from the first borrowing and may be prepaid without penalty or premium, subject to customary conditions.
Etsy signed an agreement on February 15, 2026 to sell its Depop fashion resale marketplace subsidiary to eBay for approximately $1.2 billion in cash, subject to purchase price adjustments. The deal is expected to close in the second quarter of 2026, subject to antitrust approvals and other closing conditions. Etsy said it will use the proceeds for general corporate purposes, continued share repurchases and investment in its core marketplace.
Purchase price is approximately $1.2 billion in cash, subject to adjustments for Depop's working capital, transaction expenses, cash, indebtedness and certain forfeited equity awards
Expected closing is the second quarter of 2026; outside date is November 15, 2026, extendable to February 15, 2027 for antitrust approvals
Purchaser would pay Etsy a $90 million termination fee in certain antitrust-related terminations and an additional $70 million fee on certain other termination events
Etsy will report fourth quarter and full year 2025 results and first quarter 2026 outlook the day after this announcement, per the press release
MSG Sports said its Chief Financial Officer, Victoria Mink, agreed on February 17, 2026 to leave the company, and a successor search has started. Its board also unanimously approved a plan to explore a possible spin-off that would separate the New York Knicks from the New York Rangers into two public companies, though the filing says there is no assurance the transaction will be completed.
Victoria Mink, Executive Vice President, CFO and Treasurer, agreed to leave on February 17, 2026, and will stay on for a period to assist with the spin-off and a transition.
Mink will receive severance under her employment agreement; the filing says her departure is not related to any disagreement on accounting or disclosure matters.
The possible spin-off would create two publicly traded companies, with record holders of Class A and Class B common stock receiving a pro-rata distribution of 100% of the new company's common stock.
Completion depends on league approvals, a tax opinion from counsel and final company board approval.
Chief Executive Officer Tony Thene resigned from the CEO post effective July 1, 2026, and the Board named President and Chief Operating Officer Brian Malloy as his successor on that date. Thene will remain with the company as Executive Chairman of the Board, which the company says provides continuity in strategic oversight.
Tony Thene notified the company of his CEO resignation on February 12, 2026, effective July 1, 2026.
Brian Malloy, currently President and Chief Operating Officer, will become President and CEO effective July 1, 2026.
Thene will become Executive Chairman of the Board effective July 1, 2026.
The changes were announced in a press release dated February 17, 2026; the filing reports no financial results.
Arbor Realty Trust appointed Yoni Goodman as Executive Vice President and Chief Operating Officer, effective February 17, 2026. His employment agreement sets a $1,000,000 base salary, a 2026 cash bonus of at least $2,000,000, and a five-year initial term that automatically extends for a second five-year term unless either party gives notice. The filing shows compensation terms that could raise shareholder costs, but the awards remain subject to Compensation Committee approval.
Yoni Goodman, age 43, appointed EVP and COO effective February 17, 2026
Base salary of $1,000,000; cash bonus targets of $1,500,000 (threshold), $3,000,000 (target) and $4,500,000 (maximum); 2026 bonus not less than $2,000,000
Proposed multi-year performance award through December 31, 2030, including up to $20,000,000 new business volume award and $5,000,000 total shareholder return award, subject to Compensation Committee approval
Previously a founding Principal of Green Pine Real Estate LLC from August 2024 through October 2025
World Acceptance Corporation appointed J. Tobin Turner, 51, as Executive Vice President and Chief Operating Officer, effective February 13, 2026 according to the 8-K, while the press release says February 17, 2026. He previously served as Senior Vice President of Marketing and Analytics (press release: Strategy and Analytics) since 2023, and he will oversee the branch network and day-to-day operations.
Base salary of $450,000 plus eligibility for the Stock Incentive Plan
Severance equal to $450,000 payable over 24 months if terminated without cause or for good reason
Grants of 6,000 time-based restricted shares and 2,500 performance-based restricted shares tied to trailing earnings per share from June 1, 2025 to March 31, 2027
AMD's board approved a $75 million special long-term equity award for CEO Lisa Su, to be granted March 15, 2026, and approved fiscal 2025 cash bonuses for Su and four other executive officers. The equity award converts into performance-based restricted stock units that can pay out from 0% to 200% of target, and only if the stock meets price hurdles through March 15, 2031, subject to her continued service.
CEO Value Creation Equity Award: $75 million target value, granted March 15, 2026; PRSUs earned from 0% to 200% of target
Stock price hurdles range from a 10% five-year CAGR (Tranche 1) to $600 per share (Tranche 4); performance period ends March 15, 2031
Fiscal 2025 EIP bonuses: Lisa T. Su $3,125,430; Mark Papermaster $1,293,187; Jean Hu $1,179,750; Forrest Norrod $1,157,062; Ava Hahn $738,100, expected to be paid March 2026
Willamette Valley Vineyards' Chief Financial Officer, John Ferry, told the Board on February 12, 2026 that he intends to resign in May 2026, with the exact date still to be determined. Ferry also plans to help identify, appoint, and transition his successor, which should give the company some continuity during the change.
CFO John Ferry gave notice to the Board of Directors on February 12, 2026 of his intent to resign.
Departure is expected in May 2026; the exact date has not been set.
Ferry intends to assist with identifying, appointing, and transitioning his successor.
The 8-K was signed February 17, 2026 by President James W. Bernau.
Solaris Energy Infrastructure's board appointed Stephan E. Tompsett as Chief Financial Officer effective February 12, 2026, replacing Kyle Ramachandran, who had held the role since the company's initial public offering. Ramachandran remains President and head of the Solaris Power Solutions segment, and the filing says Tompsett's compensation terms are still being finalized and will be disclosed later.
Stephan E. Tompsett, age 49, was appointed CFO effective February 12, 2026, and serves as principal financial officer.
Tompsett was previously CFO of Aris Water Solutions from September 2022 until October 2025.
Kyle Ramachandran stepped down as CFO to focus on the growth of the company's power business and stays on as President.
Tompsett's compensation terms have not been finalized and will be disclosed in a later filing; an indemnification agreement (Exhibit 10.1) was signed.
Marriott Vacations Worldwide's board appointed Matthew Avril, its interim CEO since November 9, 2025, as chief executive, effective immediately, and named Michael Flaskey president and chief operating officer. A new pay plan ties two-thirds of the executives' long-term equity awards to $950 million in Adjusted EBITDA and a $145 stock price over three years. The company will report fourth quarter 2025 results on February 25, 2026.
Avril, age 65, has been a board member since March 2025 and receives a base salary of not less than $1,100,000 under his CEO employment agreement.
Flaskey, age 58, previously served as CEO of Hornblower Group from August 2024 to January 2026 and receives a base salary of not less than $1,000,000.
The CEO Transformation Award has a target of 150,000 restricted stock units, with up to 300,000 units, earned on stock price and Adjusted EBITDA goals.
Fourth quarter 2025 earnings are due after market close on February 25, 2026, with a conference call on February 26, 2026, at 8:00 a.m. ET.
Danaher agreed to acquire Masimo, a provider of pulse oximetry and patient monitoring products, for $180 per share in cash under a merger agreement dated February 16, 2026. The total enterprise value is approximately $9.9 billion including assumed debt and net of acquired cash, and the deal is expected to close in the second half of 2026 subject to regulatory clearances and Masimo shareholder approval. For Danaher shareholders, the filing projects Masimo to be accretive to adjusted diluted EPS by $0.15 to $0.20 in the first full year and about $0.70 in the fifth full year.
Price: $180 per share in cash for all outstanding Masimo common stock
Total enterprise value of approximately $9.9 billion, including assumed indebtedness, net of acquired cash
Expected accretion to adjusted diluted EPS of $0.15 to $0.20 in the first full year and about $0.70 in the fifth full year
Expected close in the second half of 2026; Danaher expects to fund the deal with cash on hand and debt financing
Science Applications International Corp. appointed James Reagan as chief executive officer, effective February 17, 2026, replacing his role as interim CEO held since October 23, 2025. The filing describes his base salary, bonus target and long-term incentive award, which give shareholders the terms of the permanent appointment.
Reagan has served as interim CEO since October 23, 2025, and was previously a board member from January 2023.
Initial compensation: $1,200,000 base salary, short-term incentive target of 150% of salary, and $7,500,000 in long-term incentive awards (40% RSUs, 60% PSUs).
Reagan previously served as Executive Vice President and Chief Financial Officer of Leidos Holdings from July 2015 until July 2021.
The filing contains no financial results; it was furnished as Exhibit 99.1 with a press release dated February 17, 2026.
WESCO International said Indraneel "Neel" Dev became Executive Vice President and Chief Financial Officer on February 16, 2026, replacing David S. Schulz, who had held the role. Schulz remains with the company as Executive Vice President and special advisor to the CEO until his retirement, effective May 31, 2026. The change in the top finance role is a significant governance event, though the filing gives no financial figures.
Neel Dev became EVP and CFO on February 16, 2026, the mutually agreed transition date
David S. Schulz continued as CFO until the transition date
Schulz will serve as EVP and special advisor to the CEO until his retirement effective May 31, 2026
Hyatt Hotels said Executive Chairman Thomas J. Pritzker is retiring effective immediately and will not stand for re-election as a director at the 2026 Annual Meeting. CEO Mark S. Hoplamazian was appointed Chairman of the Board in addition to his CEO role. The filing says the company's dual-class ownership structure is not affected, though voting provisions covering 2,270,395 Class B shares end as a result of Pritzker's retirement.
Thomas J. Pritzker retires as Executive Chairman effective February 16, 2026 and will serve out his director term
Mark S. Hoplamazian, President and CEO, succeeds Pritzker as Chairman of the Board, effective immediately
2,270,395 Class B shares, about 4.0% of total voting power, are no longer subject to 2007 Stockholders' Agreement voting provisions
Filing says Pritzker's decision was not due to any disagreement with the company on operations, policies or practices
UFP Technologies said its president, Mitchell C. Rock, will become Chief Executive Officer on June 4, 2026, when Mr. Bailly retires from that role and becomes Executive Chairman through his retirement in 2027. The filing sets Mr. Rock's base salary at $700,000, a target long-term incentive of up to $1,750,000 in restricted stock units, and a one-time $650,000 restricted stock unit grant, with severance terms that include a larger payout if a change of control occurs.
Mitchell C. Rock becomes CEO effective June 4, 2026; Mr. Bailly retires as CEO on that date and remains Executive Chairman through 2027.
Mr. Rock's base salary is $700,000 per year after the appointment date, with an annual bonus target of up to 100% of base salary.
Mr. Rock's severance without a change of control is 18 months of base salary; a change of control termination pays two times salary plus full target bonus.
Effective January 1, 2026, the board's committee raised base salaries for the named executive officers, including $505,000 for CFO Ronald J. Lataille.
Idea Acquisition Corp., a blank check company, closed its initial public offering of 35,000,000 units at $10.00 per unit on February 12, 2026, with gross proceeds of $350,000,000, and sold 6,000,000 private placement warrants for $9,000,000 at the same time. The filing states that the trust account holds the $350,000,000 until a business combination is completed or the funds are redeemed, and that the company must complete a business combination within 24 months of the IPO closing or return public shares.
IPO of 35,000,000 units at $10.00 per unit closed February 12, 2026, with gross proceeds of $350,000,000; units trade on Nasdaq as IACOU.
Private placement of 6,000,000 warrants at $1.50 per warrant generated $9,000,000; the sponsor bought 3,666,667 warrants.
$350,000,000 was placed in a trust account maintained by Continental Stock Transfer & Trust Company, with the funds generally held until a business combination or redemption within 24 months.
Eugene "Rod" Roddenberry Jr., Jules Urbach and Vinny Lingham were appointed independent directors on February 10, 2026.
Goldman Sachs disclosed that Kathryn H. Ruemmler has decided to retire from her roles as Chief Legal Officer and General Counsel, effective June 30, 2026. The filing does not name a successor or give reasons for the departure, so shareholders have no details yet on how the legal function will be led.
Kathryn H. Ruemmler will retire as Chief Legal Officer and General Counsel
Retirement is effective June 30, 2026
The filing does not name a successor or state a reason for the retirement
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.