AI filing briefs · archive

8-K filings in March 2026, explained

815 material Form 8-K filings that 659 companies we cover made with the SEC in March 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).

Clear

49 of 815 briefs match

newest first · times in ET
AWRAMERICAN STATES WATER CO Mar 27, 4:31 PM ET

American States Water approves 2026 executive short-term bonus program

Neutral shareholder Written later 5.02

On March 26, 2026, the Compensation Committee approved a 2026 Short-Term Incentive Program for AWR's executive officers, with cash bonuses tied to performance targets and discretionary assessment. The filing sets target bonuses as a percentage of 2026 base salary for five named executives, including 100% for CEO Robert J. Sprowls.

  • Approved March 26, 2026 by the Compensation Committee of the Board of Directors
  • Target bonus for CEO Robert J. Sprowls is 100% of 2026 base salary; CFO Eva G. Tang's target is 40.4%
  • Each bonus is split: 80% objective (based on specific performance targets) and 20% discretionary
  • Program and award agreement filed as Exhibits 10.1 and 10.2
Read the filing on SEC.gov ↗

HASI adopts executive severance plan with tiered cash payments and COBRA benefits

Neutral shareholder Written later 5.02

HASI adopted an Executive Protection Plan on March 25, 2026, covering its CEO and certain management employees, with severance benefits effective May 1, 2026. The plan sets lump sum payments of 1.0 to 3.0 times salary plus average bonus, with higher multiples if a termination occurs within one year after a change in control. Shareholders may note this as a compensation arrangement that could raise payouts if executives are terminated, though the filing does not quantify total potential costs.

  • Plan adopted March 25, 2026; Tier A benefits for the CEO take effect May 1, 2026
  • Tier A severance is 3.0 times salary plus average bonus, with 24 months of COBRA; Tier B is 2.0 times (change in control) or 1.5 times (otherwise)
  • Benefits are conditioned on a release of claims, restrictive covenants and a signed participation agreement; no excise tax gross-up
  • Full plan text to be filed as an exhibit to the Form 10-Q for the quarter ending March 31, 2026
Read the filing on SEC.gov ↗

First Industrial Realty Trust sets 2026 employee bonus plan tied to FFO and NOI

Neutral shareholder Written later 5.02

On March 25, 2026, the board ratified the criteria for a 2026 Employee Bonus Plan that will fund awards for eligible employees, including the chief executive officer. Bonuses will depend on FFO per share, same store NOI growth and discretionary objectives, and the overall payout is capped at 115%.

  • Performance weighting: 55% FFO per share, 30% same store NOI growth, 15% discretionary objectives
  • Individual categories can reach 125% of opportunity, but overall payout is capped at 115%
  • Board ratified the criteria on March 25, 2026; filing dated March 27, 2026
Read the filing on SEC.gov ↗
WMTWalmart Inc. Mar 27, 4:10 PM ET

Walmart CTO Suresh Kumar adopts trading plan to sell up to 199,610 shares

Neutral shareholder Written later 8.01

Walmart disclosed that Executive Vice President and Chief Technology Officer Suresh Kumar entered a Rule 10b5-1 stock trading plan, which the company was informed of on March 27, 2026. Under the plan, he will sell about 33,270 shares a month from June 29, 2026 through December 31, 2026, subject to a minimum stock price, with a maximum of 199,610 shares. The filing says the plan is part of his long-term asset diversification, tax and financial planning and that he will have no control over the timing of sales.

  • Plan was disclosed March 27, 2026 and runs from June 29, 2026 through December 31, 2026.
  • Kumar will sell about 33,270 shares per month, subject to a minimum stock price; unsold months carry over.
  • Maximum aggregate sales under the plan are 199,610 shares.
  • Kumar must still meet stock ownership guidelines of five times his base salary; sales will be reported on Form 144 and Form 4.
Read the filing on SEC.gov ↗
CNXCConcentrix Corp Mar 27, 7:34 AM ET

Concentrix stockholders approve 3.7 million share increase to 2020 stock incentive plan

Neutral shareholder Written later 5.025.07

At its annual meeting on March 25, 2026, Concentrix stockholders approved an amendment adding 3,700,000 shares to the 2020 Stock Incentive Plan, and elected all nine nominated directors. The plan amendment drew 15,803,365 votes against, a notable level of opposition, though it passed.

  • Stockholders approved adding 3,700,000 shares to the 2020 Plan on March 25, 2026; the Board had previously approved the amendment.
  • Plan amendment vote: 36,462,977 for, 15,803,365 against, 46,819 abstain, 4,290,089 broker non-votes.
  • All nine directors were elected for terms expiring at the 2027 annual meeting; Christopher Caldwell received 51,981,955 votes for.
  • Ernst & Young LLP was ratified as independent registered accounting firm for fiscal 2026 with 56,049,937 votes for and 453,129 against.
Read the filing on SEC.gov ↗

Hennessy Capital VIII to Allow Separate Trading of Shares and Rights From March 30

Neutral shareholder Written later 8.01

Hennessy Capital Investment Corp. VIII, a blank check company, said holders of its units may separately trade Class A ordinary shares and share rights starting March 30, 2026. The change lets investors hold or trade the shares and rights apart from the units, which will continue to trade under HCICU.

  • Separate trading of Class A ordinary shares (HCIC) and share rights (HCICR) begins March 30, 2026 on Nasdaq Global Market.
  • Each unit consists of one Class A ordinary share and one right to receive one-twelfth of one Class A ordinary share upon completion of an initial business combination.
  • Units not separated continue to trade under HCICU; holders must contact transfer agent Odyssey Transfer and Trust Company through their brokers to separate units.
Read the filing on SEC.gov ↗
HOODRobinhood Markets, Inc. Mar 24, 4:06 PM ET

Robinhood approves $1.5 billion share buyback and a $3.25 billion credit facility

Neutral shareholder Written later 1.012.037.01

Robinhood's board approved a new $1.5 billion share repurchase program on March 24, 2026, replacing prior authorizations and adding more than $1.1 billion of incremental capacity. Separately, subsidiary Robinhood Securities entered a 364-day senior secured revolving credit facility with a $3.25 billion total commitment, which can be increased by up to $1.625 billion. The filing does not report revenue, profit or guidance, so the buyback and credit line are the key changes for shareholders.

  • Board approved a $1.5 billion Class A share repurchase program; management expects to execute it over about three years starting in the first quarter of 2026
  • Repurchase program has no expiration date and may be suspended or discontinued at any time
  • Robinhood Securities' credit agreement dated March 20, 2026 has a $3.25 billion commitment, expandable to $4.875 billion, with JPMorgan Chase Bank, N.A. as administrative agent
  • Undrawn commitments accrue fees at 0.45%; loans bear a margin of 1.25% (Tranche A) or 2.50% (Tranche B and C) over the benchmark rate
Read the filing on SEC.gov ↗
TRIPTripAdvisor, Inc. Mar 23, 8:35 AM ET

Tripadvisor adds two directors under Starboard pact and amends bylaws

Neutral shareholder Written later 1.015.025.037.01

On March 22, 2026, Tripadvisor entered a cooperation agreement with activist investor Starboard Value LP. The Board expanded from eight to ten directors, Dhiren R. Fonseca and Andrew F. Cates were appointed effective immediately, and amended bylaws allow stockholders to act by written consent and call special meetings. For shareholders, the agreement sets the Board's composition for the 2026 Annual Meeting and includes Starboard voting and standstill commitments.

  • Board increases from eight to ten directors; Fonseca and Cates appointed March 22, 2026, with terms expiring at the 2026 Annual Meeting
  • Starboard may recommend two additional director candidates for the 2026 Annual Meeting slate
  • Amended and Restated Bylaws, effective March 22, 2026, permit stockholder action by written consent and stockholder-called special meetings
  • Starboard agreed to vote its shares for the Board's nominees at the 2026 Annual Meeting and to customary standstill provisions
Read the filing on SEC.gov ↗
TTCTORO CO Mar 20, 6:42 AM ET

Toro shareholders approve 2026 equity plan and charter amendments

Neutral shareholder Written later 3.035.025.035.078.01

At its March 17, 2026 annual meeting, Toro stockholders approved a new 2026 Equity Plan, two charter amendments, and the election of three directors to terms ending in 2029. The charter amendments, which change the par value of all capital stock from $1.00 to $0.01 per share and limit officer liability under Delaware law, took effect on March 17, 2026.

  • The 2026 Equity Plan authorizes a maximum of 3,650,000 new shares, plus certain shares remaining under the 2022 Plan, and replaces the 2022 Plan for future equity awards.
  • Stockholders approved changing the par value of all capital stock from $1.00 to $0.01 per share, effective March 17, 2026.
  • Dianne C. Craig, Eric P. Hansotia and D. Christian Koch were elected as directors for terms ending at the 2029 annual meeting; KPMG LLP was ratified as auditor for fiscal 2026.
Read the filing on SEC.gov ↗
MRVLMarvell Technology, Inc. Mar 19, 4:45 PM ET

Marvell Declares $0.06 Quarterly Dividend Payable April 30, 2026

Neutral shareholder Written later 8.01

Marvell Technology's Board declared a quarterly dividend of $0.06 per share, payable April 30, 2026 to stockholders of record as of April 10, 2026. The filing is a routine capital return announcement and does not include financial results or changes to guidance.

  • Quarterly dividend of $0.06 per share declared on March 19, 2026
  • Payable April 30, 2026 to stockholders of record as of April 10, 2026
  • Future dividends depend on results, cash balances, financial condition and Board discretion
Read the filing on SEC.gov ↗
ACONAclarion, Inc. Mar 19, 4:15 PM ET

Aclarion adopts one-year stockholder rights plan with $14.00 exercise price

Neutral shareholder Written later 1.013.035.038.01

Aclarion's board adopted a limited duration stockholder rights plan on March 19, 2026, declaring a dividend of one right per common share and per Rights-Eligible Warrant to holders of record on March 30, 2026. The rights become exercisable only if a person or group acquires 10% or more of common stock without board approval, and the plan expires on March 18, 2027. The company states it was not adopted in response to any specific acquisition proposal, but the plan could make an unsolicited takeover more costly for a bidder.

  • Rights are exercisable at $14.00 per right, to buy one one-thousandth of a share of Series D Junior Participating Preferred Stock.
  • Rights become exercisable if a person or group acquires 10% or more of common stock in a transaction not approved by the Board.
  • Record date is March 30, 2026; the plan expires March 18, 2027, unless redeemed, exchanged or terminated earlier.
  • Board may redeem the rights at $0.001 per right; rights agent is VStock Transfer, LLC.
Read the filing on SEC.gov ↗
KRAQKRAKacquisition Corp Mar 19, 9:05 AM ET

KRAKacquisition Corp to allow separate trading of Class A shares and warrants from March 20

Neutral shareholder Written later 8.01

KRAKacquisition Corp, a blank check company, said unit holders may separate their units into Class A ordinary shares and warrants starting March 20, 2026. Units not separated will keep trading as KRAQU, while the separated shares and warrants will trade as KRAQ and KRAQW on Nasdaq. The filing is administrative and does not mention a business combination target or any change in the company's financial position.

  • Separate trading of Class A ordinary shares and warrants begins March 20, 2026
  • Holders must have their brokers contact Continental Stock Transfer & Trust Company to separate units
  • Separated shares and warrants trade as KRAQ and KRAQW; unseparated units continue as KRAQU on Nasdaq
  • No fractional warrants will be issued; only whole warrants will trade
Read the filing on SEC.gov ↗
EXLSExlService Holdings, Inc. Mar 18, 4:01 PM ET

ExlService enters $125 million accelerated share buyback; director Nitin Sahney not running again

Neutral shareholder Written later 1.015.02

ExlService Holdings entered a $125 million fixed dollar accelerated share repurchase with Morgan Stanley on March 16, 2026, part of a $500 million buyback authorized by the Board in February 2026. The company also disclosed that director Nitin Sahney will leave the Board at the 2026 annual meeting, stating his decision did not arise from any disagreement with the company.

  • $125 million paid to Morgan Stanley under the ASR; initial delivery of 3,346,720 shares on March 17, 2026, valued at about $100 million
  • Final settlement expected no later than the second quarter of 2026; final share count to be determined at settlement
  • Director Nitin Sahney will not stand for re-election and will resign from the Board at the 2026 annual meeting
  • Company is funding the buyback with cash on hand and borrowings under its existing credit facility
Read the filing on SEC.gov ↗

Armada Acquisition Corp. III to allow separate trading of shares and warrants March 27

Neutral shareholder Written later 8.01

Armada Acquisition Corp. III, a blank-check SPAC, said holders of its 24,850,000 units may separate them into Class A ordinary shares and warrants beginning March 27, 2026. The separated shares and warrants will trade on Nasdaq under AACI and AACIW, while unseparated units continue as AACIU; this is an administrative change that does not alter the company's terms or the warrant exercise price.

  • Units may be separated into shares and warrants starting March 27, 2026
  • Separated shares trade as AACI and warrants as AACIW on Nasdaq; unseparated units remain AACIU
  • Each whole warrant entitles the holder to buy one share for $11.50; no fractional warrants will be issued
  • Initial public offering gross proceeds were $248,500,000 at $10.00 per unit
Read the filing on SEC.gov ↗

Victory Capital grants one-time performance shares to key executives, led by CEO David Brown

Neutral shareholder Written later 5.02

Victory Capital's board approved a one-time grant of performance-based restricted stock to five key executives, with the CEO receiving 590,115 shares. The shares vest only if the stock reaches four price hurdles, from $100.01 to $133.34, over a seven-year period starting March 15, 2026, and are forfeited otherwise. The grant ties a large share of executive pay to future stock price gains, and the company says annual time-vested grants to these executives will decrease in 2026.

  • Grant approved March 13, 2026, with a grant date of March 15, 2026; CEO David C. Brown received 590,115 performance shares valued at $39,343,000
  • Four stock price hurdles range from $100.01 (25% of shares earned) to $133.34 (100% earned), measured as five-day average closing prices over a seven-year period
  • Total grant values include $19,671,000 for Michael D. Policarpo, $10,929,000 for Tom Sipp, $5,100,000 for Nina Gupta, and $4,371,000 for Mannik Dhillon
  • Annual time-vested grants to recipients are expected to decrease starting in 2026, and only Mr. Brown's award has continued vesting terms tied to his employment agreement
Read the filing on SEC.gov ↗
GIXGigCapital9 Corp. Mar 16, 4:15 PM ET

GigCapital9 to allow separate trading of GIX shares and GIXXR rights from March 19

Neutral shareholder Written later 8.01

GigCapital9 Corp. announced that holders of its public units may separately trade Class A ordinary shares and rights starting March 19, 2026, on Nasdaq under the symbols GIX and GIXXR. Units not separated will continue to trade as GIXXU. This is an administrative step for a blank-check company that has not yet completed a business combination, so it does not change the company's financial results or operations.

  • Separate trading of Class A ordinary shares (GIX) and rights (GIXXR) begins March 19, 2026.
  • Each unit consists of one Class A ordinary share and one right to receive one-fifth of one Class A ordinary share upon a business combination.
  • Holders must contact transfer agent Continental Stock Transfer & Trust Company to separate units; unseparated units continue to trade as GIXXU.
Read the filing on SEC.gov ↗
CRMSalesforce, Inc. Mar 16, 9:13 AM ET

Salesforce Begins $25 Billion Accelerated Share Repurchase, Initial 103 Million Shares

Neutral shareholder Written later 7.01

Salesforce said it began the prepayment and initial delivery of about 103 million shares under $25 billion accelerated share repurchase agreements signed March 11, 2026, which it described as the largest ASR in history. The initial delivery is about 80% of the total shares expected to be repurchased, and the final share count will depend on the volume-weighted average price during the transaction term, less a discount. The transaction uses half of the $50 billion repurchase program the board authorized in February 2026, a large buyback that reduces shares outstanding for existing shareholders.

  • ASR agreements with $25 billion repurchase value were entered into March 11, 2026, with Banco Santander, Bank of America, Citibank, JPMorgan Chase and Morgan Stanley
  • Initial delivery of approximately 103 million shares, about 80% of the total shares anticipated to be repurchased
  • Represents half of the $50 billion aggregate share repurchase program authorized in February 2026
Read the filing on SEC.gov ↗
PRDOPERDOCEO EDUCATION Corp Mar 13, 4:57 PM ET

Perdoceo Education approves 2026 annual incentive plan for senior staff

Neutral shareholder Written later 5.02

On March 10, 2026, Perdoceo's Compensation Committee approved a 2026 Annual Incentive Plan similar in all material respects to its 2025 plan. The plan ties 80% of payouts to company-wide adjusted operating income and 20% to individual goals, with payouts capped at 200% of target.

  • Approved by the Compensation Committee on March 10, 2026
  • Company-wide adjusted operating income carries 80% weighting; individual goals carry 20%
  • Target performance yields a 100% payout factor; payments capped at 200% of target value
  • Plan filed as Exhibit 10.1; the 8-K is signed by CFO Ashish R. Ghia on March 13, 2026
Read the filing on SEC.gov ↗
ADNTAdient plc Mar 13, 4:15 PM ET

Adient shareholders elect eight directors and approve auditor at March 10 meeting

Neutral shareholder Written later 5.025.07

At its 2026 Annual General Meeting on March 10, 2026, Adient shareholders elected eight directors to one-year terms, ratified PricewaterhouseCoopers LLP as auditor for fiscal 2026, approved advisory pay for named executive officers, and renewed two Irish law share authorities. Separately, the board approved a one-time restricted stock unit retention award with a grant-date fair value of $500,000 for executive James Conklin.

  • Eight directors were elected for terms expiring at the 2027 annual meeting, with each nominee receiving 60.9 million or more votes for.
  • Advisory vote on named executive officer compensation: 58,376,788 for and 3,648,262 against.
  • PricewaterhouseCoopers LLP ratified as independent auditor for fiscal 2026: 64,999,110 for and 1,465,490 against.
  • Conklin's Special RSU Award has a May 7, 2026 grant date and vests one-half per year over two years.
Read the filing on SEC.gov ↗
HSTMHEALTHSTREAM INC Mar 13, 4:12 PM ET

HealthStream authorizes $10 million share buyback and amends credit agreement

Neutral shareholder Written later 1.018.01

HealthStream's board approved a new share repurchase program of up to $10 million of common stock, running until September 12, 2026 or until the limit is used. The company also amended its revolving credit agreement with Truist Bank to loosen limits on dividends and share repurchases, which matters to shareholders because it gives the company more room to return cash to them.

  • Share repurchase program authorizes up to $10 million of common stock, ending on the earlier of September 12, 2026 or full use of the amount
  • Amendment permits restricted payments that keep pro forma leverage at or below 1.50:1.00, with no default in effect
  • Amendment adds up to $50 million of additional restricted payments, provided no default or event of default exists
  • The filing does not state repurchase timing; the program may be suspended, modified, or discontinued at any time
Read the filing on SEC.gov ↗
FFIVF5, INC. Mar 13, 4:10 PM ET

F5 shareholders approve 2026 Incentive Plan with 3.5 million new shares at annual meeting

Neutral shareholder Written later 5.025.07

At its annual meeting on March 12, 2026, F5 shareholders elected eight directors, approved a 2026 Incentive Award Plan that adds 3,500,000 new shares, and backed executive pay in an advisory vote. The board also adopted a non-employee director compensation program the same day. The plan vote drew 16,116,797 votes against, a notable share of the ballots cast.

  • Incentive Plan approved with 32,363,363 votes for, 16,116,797 against and 69,558 abstaining, plus 3,500,000 newly authorized shares
  • Advisory vote on named executive officer pay: 44,809,245 for and 3,486,265 against
  • PricewaterhouseCoopers LLP ratified as independent auditor for fiscal 2026 with 47,386,756 votes for
  • All eight director nominees, including Marianne N. Budnik and Nikhil Mehta, were elected; Elizabeth L. Buse received 2,241,662 votes against
Read the filing on SEC.gov ↗
WMTWalmart Inc. Mar 13, 4:10 PM ET

Walmart discloses three executive stock trading plans, including former CEO McMillon's

Neutral shareholder Written later 8.01

Walmart disclosed three Rule 10b5-1 trading plans for current and former executives, covering planned share sales over periods running into 2027 and 2029. The filing reports no financial results, and the plans are described as long-term diversification, tax and financial planning arrangements under which the executives have no control over timing.

  • Former CEO C. Douglas McMillon plan: 19,416 shares monthly from June 2026 through January 2027, up to 155,328 shares in total
  • Daniel Bartlett (EVP, Corporate Affairs) plan: $416,666.67 monthly from July 2026 until July 1, 2029, capped at $15,000,000, subject to a minimum stock price
  • David Guggina (EVP, President and CEO, Walmart U.S.) plan: net shares from a 21,108-share vesting on May 5, 2026, with sales starting June 10, 2026
Read the filing on SEC.gov ↗
PTORPraetorian Acquisition Corp. Mar 13, 12:00 PM ET

Praetorian Acquisition Corp. to let units split into PTOR shares and PTORW warrants

Neutral shareholder Written later 8.01

Praetorian Acquisition Corp. said that starting March 16, 2026, holders of its units may separately trade the Class A ordinary shares and the warrants. The shares will trade as PTOR and the warrants as PTORW on the Nasdaq Global Market, while units not separated will continue to trade as PTORU. Each whole warrant entitles the holder to buy one Class A ordinary share for $11.50.

  • Separate trading of Class A ordinary shares and warrants begins March 16, 2026
  • Shares trade as PTOR and warrants as PTORW on the Nasdaq Global Market; units continue as PTORU
  • Each unit includes one Class A ordinary share and one-third of one warrant; only whole warrants trade
  • Unit holders must have their brokers contact Odyssey Transfer and Trust Company to separate units
Read the filing on SEC.gov ↗
FDXFEDEX CORP Mar 12, 5:12 PM ET

FedEx amends long-term incentive plans ahead of Freight spin-off and fiscal year change

Neutral shareholder Written later 5.02

On March 9, 2026, FedEx's board approved amendments to its FY25–FY27 and FY26–FY28 long-term incentive plans, measuring performance through FY26 and assuming target performance for the remaining periods. The changes were made in light of the planned June 1, 2026 spin-off of FedEx Freight and the move of the fiscal year end from May 31 to December 31, effective June 1, 2026.

  • Board approved the LTI Plan amendments on March 9, 2026, on the recommendation of the Compensation and Human Resources Committee.
  • FY25–FY27 plan: 67% actual performance and 33% target; FY26–FY28 plan: 33% actual performance and 67% target.
  • Payouts follow May 31, 2027 or May 31, 2028, as applicable.
  • Amendments apply to participants who remain employees after the Spin-off, including named executive officers; the filing says no other changes to metrics or payout opportunities were made.
Read the filing on SEC.gov ↗
ADIANALOG DEVICES INC Mar 12, 4:30 PM ET

Analog Devices shareholders approve equity plan and directors at March 11 meeting

Neutral shareholder Written later 5.025.07

At its 2026 Annual Meeting on March 11, 2026, Analog Devices shareholders approved the amended and restated 2020 Equity Incentive Plan and elected all ten director nominees. Shareholders also approved the non-binding say-on-pay vote and ratified Ernst & Young LLP as auditor for fiscal 2026, but did not approve a non-binding shareholder proposal on special meeting rights.

  • All ten director nominees were elected to serve until the next annual meeting; Vincent Roche received 393,055,889 votes for and 19,555,350 against.
  • Equity Incentive Plan approved with 394,057,132 votes for and 17,689,360 against; the plan was adopted by the board on December 10, 2025.
  • Say-on-pay approved with 370,540,311 votes for and 40,019,715 against.
  • Special meeting rights proposal not approved: 157,955,203 votes for and 253,421,562 against.
Read the filing on SEC.gov ↗
FANGDiamondback Energy, Inc. Mar 12, 4:18 PM ET

Diamondback Energy: SGF FANG Holdings completes 12.65 million share secondary offering

Neutral shareholder Written later 1.018.01

Diamondback Energy's shareholder SGF FANG Holdings, LP completed a registered secondary offering of 12,650,000 shares of the company's common stock on March 12, 2026, including 1,650,000 shares from an over-allotment option that the underwriters exercised in full. Diamondback did not receive any proceeds, so the sale affects existing shareholders through the increased number of shares trading rather than the company's own finances.

  • Secondary offering of 12,650,000 shares completed March 12, 2026, including 1,650,000 option shares exercised in full
  • Company received none of the offering proceeds; the selling stockholder is SGF FANG Holdings, LP
  • Pricing release states gross proceeds to the selling stockholder of approximately $1.9 billion for the 11,000,000 base shares
  • Underwriters were Evercore, Citigroup and J.P. Morgan; shares were registered under a Form S-3 shelf filed September 19, 2024
Read the filing on SEC.gov ↗
SANMSANMINA CORP Mar 12, 4:06 PM ET

Sanmina shareholders approve 2019 plan top-up; independent chair proposal fails

Neutral shareholder Written later 5.025.07

At its March 9, 2026 annual meeting, Sanmina shareholders elected eight directors, ratified PricewaterhouseCoopers LLP as auditor for fiscal 2026, and approved an additional 1,200,000 shares for the 2019 Equity Incentive Plan. A stockholder proposal requiring separate Chairman and CEO roles was defeated, and shareholders also approved the advisory say-on-pay vote on executive compensation.

  • Shareholders approved reserving 1,200,000 more shares of Common Stock under the 2019 Plan, which expires December 3, 2028.
  • The independent Board Chairman proposal received 5,761,319 For votes and 42,678,217 Against votes.
  • Advisory approval of named executive officer compensation received 39,455,563 For votes and 9,020,980 Against votes.
  • PricewaterhouseCoopers LLP was ratified as auditor for the fiscal year ending October 3, 2026, with 50,528,448 For votes.
Read the filing on SEC.gov ↗
PANWPalo Alto Networks Inc Mar 11, 4:10 PM ET

Palo Alto Networks approves additional $1.0 billion stock buyback

Neutral shareholder Written later 8.01

On March 10, 2026, the Board approved repurchases of up to an additional $1.0 billion of common stock, an increase to the existing $4.1 billion authorization, which had $0.0 million remaining as of March 6, 2026. The company said it repurchased $1.0 billion of stock on the open market between February 20 and February 24, 2026, about 6.8 million shares at an average price of $147.69. Shareholders should note the buyback can be suspended at any time, and the company had approximately 811 million shares outstanding as of March 6, 2026.

  • Board approved up to an additional $1.0 billion in share repurchases on March 10, 2026.
  • Prior $4.1 billion authorization had $0.0 million left as of March 6, 2026.
  • Company bought about 6.8 million shares for $1.0 billion at an average of $147.69 from February 20 to February 24, 2026.
  • Authorization expires December 31, 2026 and may be suspended or discontinued at any time without prior notice.
Read the filing on SEC.gov ↗
UTHRUNITED THERAPEUTICS Corp Mar 9, 5:18 PM ET

United Therapeutics authorizes $2 billion buyback and $1.5 billion accelerated repurchase

Neutral shareholder Written later 1.017.01

United Therapeutics approved a share repurchase program of up to $2.0 billion through March 9, 2027, and on March 9, 2026 entered two accelerated share repurchase agreements with Citibank for $1.5 billion of its common stock. The company will make a $1.5 billion upfront payment to Citi by March 11, 2026, and leaves $500 million of the authorization available for future repurchases.

  • Board approved up to $2.0 billion in share repurchases on March 8, 2026, with the program running before March 9, 2027.
  • Two ASRs with Citi: $750 million uncollared and $750 million collared, with an aggregate upfront payment of $1.5 billion on or before March 11, 2026.
  • Initial share deliveries on March 11, 2026 of about 992,120 shares (uncollared) and 708,657 shares (collared), with final share counts set by VWAP averages.
  • Uncollared ASR is scheduled to terminate in Q2 2026 and collared ASR in Q3 2026; $500 million remains available for repurchases over the next year.
Read the filing on SEC.gov ↗

AOSL Sets 2026 Executive Bonus Plan Tied to Adjusted EPS and Revenue

Neutral shareholder Written later 5.02

Alpha and Omega Semiconductor approved a 2026 incentive cash bonus plan for executive officers, with payouts based on adjusted earnings per share and revenue targets. The filing gives bonus percentages of base salary for named executives, including the CEO at 23% minimum, 100% target and 220% maximum.

  • Plan approved by the Compensation Committee on March 5, 2026, covering the 2026 calendar year
  • Payouts range from $0 to a maximum, based on adjusted EPS and revenue, with a specified minimum on each measure
  • CEO Stephen Chang: 23% minimum, 100% target, 220% maximum of base salary
  • CFO Yifan Liang, Bing Xue and Wenjun Li: 16% minimum, 70% target, 154% maximum
Read the filing on SEC.gov ↗
SLMSLM Corp Mar 9, 8:30 AM ET

SLM Corp. announces $200 million accelerated share repurchase with Goldman Sachs

Neutral shareholder Written later 1.017.01

SLM Corporation entered into a $200 million accelerated share repurchase agreement with Goldman Sachs on March 9, 2026, under its $500 million share repurchase program. The company expects Goldman Sachs to deliver a substantial majority of the shares shortly after the agreement date, with settlement expected before or during the second quarter of 2026. The final share count depends on the volume-weighted average price less a discount, so the number of shares retired is not yet fixed.

  • $200 million accelerated share repurchase agreement with Goldman Sachs dated March 9, 2026; company to prefund on March 10, 2026
  • Company expects to receive a substantial majority of shares shortly after the agreement date; final share count depends on the VWAP less a discount
  • Settlement expected before or during the second quarter of 2026; Goldman Sachs may terminate on certain extraordinary events, in which case the company may receive fewer shares
  • About $91 million of shares repurchased earlier in 2026 before this agreement, under the $500 million authorization effective Jan. 22, 2026
Read the filing on SEC.gov ↗
HPHelmerich & Payne, Inc. Mar 6, 4:37 PM ET

Helmerich & Payne holders re-elect 10 directors, approve amended incentive plan

Neutral shareholder Written later 5.025.07

At its annual meeting on March 4, 2026, Helmerich & Payne stockholders elected all ten director nominees to serve until the 2027 annual meeting and approved the Amended and Restated 2024 Omnibus Incentive Plan. The plan allows grants of stock options, restricted shares, share units and cash awards to officers, employees, consultants and non-employee directors. Stockholders also ratified Ernst & Young LLP as auditor and approved executive pay in an advisory vote.

  • Ten directors elected to serve until the Company's 2027 annual meeting; Donald F. Robillard, Jr. and John D. Zeglis were among them, with Randy A. Foutch receiving 70,902,402 votes for and 10,377,704 against
  • Amended and Restated 2024 Omnibus Incentive Plan approved: 76,288,754 votes for, 4,915,503 against, 155,481 abstentions
  • Ernst & Young LLP ratified as independent auditor for fiscal year ending September 30, 2026: 89,092,847 votes for, 3,179,499 against
  • Advisory vote on named executive compensation approved: 79,238,113 votes for, 1,941,021 against, 180,604 abstentions
Read the filing on SEC.gov ↗
AGCOAGCO CORP /DE Mar 6, 4:21 PM ET

AGCO amends 2026 Annual Incentive Plan, removes individual award limits

Neutral shareholder Written later 5.02

AGCO's Talent and Compensation Committee approved changes to the 2026 Annual Incentive Plan on March 3, 2026, updating award opportunities, performance metrics and metric weightings. The amendments also remove individual award limits, broaden the committee's discretion to adjust metrics and payouts, and add a clawback recoupment provision.

  • Committee approved the amended Annual Incentive Plan on March 3, 2026, as disclosed in the 8-K dated March 6, 2026
  • Individual award limits eliminated; adjustment provisions broadened to let the committee adjust metrics and payouts at its discretion
  • Awards now subject to recoupment under the company's clawback policies as in effect from time to time
  • Amended plan filed as Exhibit 10.1
Read the filing on SEC.gov ↗
SABRSabre Corp Mar 5, 5:25 PM ET

Sabre adds Constellation-linked director and ends shareholder rights plan

Neutral shareholder Written later 1.011.023.035.025.037.01

Sabre entered a Strategic Governance Agreement with Constellation Software on March 5, 2026. Under the agreement, Sabre will appoint Damian McKay, CEO of Constellation's Vela Software Group, to its board, and Constellation agreed to a standstill capping its holdings at 15% of Sabre's outstanding common stock. Sabre also amended its rights agreement so the shareholder rights plan expires at the close of business on March 6, 2026.

  • Constellation Software holds about 12.7% of Sabre's outstanding shares, according to the press release.
  • Damian McKay, age 54, is to join the board no later than ten business days after March 5, 2026, with a term ending at the 2026 annual meeting.
  • Constellation's standstill limits its beneficial ownership to 15% of outstanding common stock during the Specified Period.
  • Shareholder rights plan (rights agreement dated March 1, 2026) terminates effective at the close of business on March 6, 2026.
Read the filing on SEC.gov ↗
DGIIDIGI INTERNATIONAL INC Mar 5, 4:05 PM ET

Digi International grants performance stock units to CFO Loch and GC Sampsell

Neutral shareholder Written later 5.02

On February 27, 2026, Digi International's Compensation Committee approved one-time performance stock unit awards for CFO James J. Loch and General Counsel David H. Sampsell. The awards are tied to software integration goals and to successor identification and onboarding, and they vest only if the conditions are met.

  • Loch's award covers up to 14,668 shares, split into three tranches vesting November 1 of 2026, 2027 and 2028.
  • Sampsell's award covers 12,223 shares, eligible to vest as of December 31, 2028, if he assists with successor onboarding for the general counsel and corporate development roles.
  • Vesting for both awards depends on continued service and certification of performance by the Committee.
Read the filing on SEC.gov ↗
AVAVAeroVironment Inc Mar 5, 4:02 PM ET

AeroVironment adopts nonqualified deferred compensation plan effective March 1, 2026

Neutral shareholder Written later 5.02

AeroVironment's Compensation Committee approved a Non-Qualified Deferred Compensation Plan for key employees, named executive officers and non-employee directors, effective March 1, 2026. The filing also says the committee approved two presidents, Trace Stevenson and Mary Clum, as participants in the existing Executive Severance Plan.

  • Plan approved February 27, 2026, effective March 1, 2026; employees may defer up to 75% of base salary and all or part of cash bonuses
  • The Company will not provide matching contributions; administrative costs are paid by the Company
  • Trace Stevenson (President, Autonomous Systems) and Mary Clum (President, Space, Cyber & Directed Energy) added as Executive Severance Plan participants
Read the filing on SEC.gov ↗
OIMOneIM Acquisition Corp. Mar 5, 12:05 PM ET

OneIM Acquisition Corp. to allow separate trading of OIM shares and OIMAW warrants from March 6

Neutral shareholder Written later 8.01

OneIM Acquisition Corp., a blank check company, said holders of its units may separately trade Class A ordinary shares and warrants starting March 6, 2026. The change does not alter the terms of the shares or warrants, and each whole warrant still entitles the holder to buy one Class A ordinary share for $11.50.

  • Separate trading begins March 6, 2026, for units issued in the initial public offering
  • Class A ordinary shares trade under OIM and warrants under OIMAW on the Nasdaq Global Market
  • Units not separated continue to trade under OIMAU; one-sixth of a warrant is included per unit, and only whole warrants trade
  • Holders must have their brokers contact Continental Stock Transfer & Trust Company to separate units
Read the filing on SEC.gov ↗

Philip Morris International declares $1.47 quarterly dividend per share, payable April 13, 2026

Neutral shareholder Written later 7.01

Philip Morris International's Board declared a regular quarterly dividend of $1.47 per common share on March 5, 2026. The dividend is payable April 13, 2026, to holders of record as of March 19, 2026, which is also the ex-dividend date.

  • Quarterly dividend of $1.47 per common share declared March 5, 2026
  • Payable April 13, 2026 to shareholders of record as of March 19, 2026
  • Ex-dividend date is March 19, 2026
  • Filing contains no earnings, guidance or financial results
Read the filing on SEC.gov ↗
EPAMEPAM Systems, Inc. Mar 4, 6:50 PM ET

EPAM Enters $300 Million Accelerated Share Repurchase With Morgan Stanley

Neutral shareholder Written later 1.017.01

On March 4, 2026, EPAM Systems entered into a $300 million accelerated share repurchase agreement with Morgan Stanley under its $1.0 billion buyback authorization approved in October 2025. EPAM received an initial delivery of 1,703,336 shares, worth $240 million at the March 4 closing price, with the final share count to be set by the average share price over the deal's term, less a discount. The company said it is funding the transaction with cash on hand and borrowings under its existing credit facility, and $452.5 million of authorization remains after the agreement.

  • Payment: $300 million to Morgan Stanley, signed March 4, 2026
  • Initial delivery: 1,703,336 shares, or $240 million at the March 4, 2026 closing price, expected by March 5, 2026
  • Final settlement expected no later than the second quarter of 2026; final share count depends on the volume-weighted average price, less a discount
  • Remaining buyback availability: $452.5 million
Read the filing on SEC.gov ↗
NRGNRG ENERGY, INC. Mar 4, 5:21 PM ET

NRG Energy prices 14.3M-share LS Power secondary offering at $164.00 per share

Neutral shareholder Written later 1.018.01

Affiliates of LS Power, which received the shares as part of NRG's January 30, 2026 acquisition of LS Power portfolio entities, agreed to sell 14,300,000 NRG common shares at $164.00 each, for about $2.35 billion in gross proceeds to the sellers. NRG receives none of the offering proceeds, but it separately agreed to repurchase $300 million of its stock from the same sellers at the offering price, with that purchase closing alongside the offering on March 4, 2026. For shareholders, the filing shows a large block of previously issued shares entering the public market, partly offset by NRG's buyback under its existing repurchase program.

  • 14,300,000 shares priced at $164.00 per share; sellers' gross proceeds about $2,345,200,000 before underwriting discounts; underwriters hold a 30-day option on 2,145,000 more shares.
  • NRG receives no proceeds; separate repurchase of 1,829,269 shares for about $300 million, closing March 4, 2026.
  • Lock-up on the remaining 8,120,731 shares runs 45 days from March 2, 2026; NRG waived the prior lock-up that ran to July 30, 2026.
Read the filing on SEC.gov ↗
VNOMViper Energy, Inc. Mar 4, 4:23 PM ET

Viper Energy shareholders sell 17,391,304 shares; Viper receives no proceeds

Neutral shareholder Written later 1.017.018.01

Diamondback Energy and other selling stockholders sold 17,391,304 Class A shares of Viper Energy in a public offering priced at $45.90 per share, with closing expected March 4, 2026. Viper received no proceeds from the sale, but its operating subsidiary repurchased 1,000,000 units from Oaktree affiliates under the company's $1.75 billion repurchase program, which the board expanded to cover such purchases.

  • Offering price of $45.90 per share; gross proceeds to selling stockholders of approximately $798 million.
  • J.P. Morgan Securities and Goldman Sachs & Co. LLC acted as underwriters; underwriters hold an option for up to 2,608,696 additional shares.
  • OpCo repurchased 1,000,000 units from Oaktree affiliates, and a matching number of Class B shares were cancelled.
  • Approximately $1.23 billion remains available under the $1.75 billion share repurchase authorization, excluding excise tax.
Read the filing on SEC.gov ↗
ALHCAlignment Healthcare, Inc. Mar 4, 4:08 PM ET

Alignment Healthcare: Selling stockholder offers 13,167,733 shares via J.P. Morgan

Neutral shareholder Written later 1.01

Alignment Healthcare disclosed an underwritten offering in which a selling stockholder, not the company, sold 13,167,733 shares of common stock through J.P. Morgan Securities LLC. The offering closed on March 4, 2026, and the company said it will receive none of the proceeds, so the deal does not add new shares or cash to the company.

  • Underwriting agreement dated March 2, 2026, with J.P. Morgan Securities LLC and the selling stockholder
  • 13,167,733 shares of common stock offered by the selling stockholder
  • Closing and delivery of shares took place March 4, 2026
  • Company will not receive any proceeds from the sale
Read the filing on SEC.gov ↗

BrightSpring sells 20 million shares in $41.15 secondary offering; company buys back 1.46 million

Neutral shareholder Written later 1.01

BrightSpring Health Services agreed on March 2, 2026 to a secondary offering of 20,000,000 common shares at $41.15 per share, all sold by selling stockholders including KKR Phoenix Aggregator L.P. The offering closed March 4, 2026, and the company did not receive offering proceeds, but it repurchased 1,464,807 shares from the underwriter, which the filing says carried no underwriting fees.

  • Offering: 20,000,000 common shares sold by selling stockholders at $41.15 per share, led by Goldman Sachs & Co. LLC as underwriter
  • Company received no offering proceeds, apart from cash from management stock option exercises
  • Company repurchased 1,464,807 shares from the underwriter as part of the offering, with no underwriting fees
  • Offering was made under an automatic shelf registration filed June 10, 2025; closing occurred March 4, 2026
Read the filing on SEC.gov ↗
HXLHEXCEL CORP /DE/ Mar 4, 8:14 AM ET

Hexcel Reaches Cooperation Agreement With Vision One Fund; Neal Keating Joins Board

Neutral shareholder Written later 1.015.02

Hexcel entered into a cooperation agreement with Vision One Fund, LP on March 3, 2026, under which the activist investor withdrew its nominees for the 2026 annual meeting and agreed to standstill, non-disparagement and voting commitments. The company appointed Neal J. Keating, former chairman, president and CEO of Kaman Corporation, to its Board and Audit Committee the same day.

  • Vision One Parties agreed to withdraw their nominees for the 2026 Annual Meeting and to customary standstill restrictions until the Expiration Date.
  • Neal J. Keating, age 70, was appointed to the Board and Audit Committee on March 3, 2026, and will be nominated for election at the 2026 annual meeting.
  • Board size is capped at ten directors until the 2026 Annual Meeting and nine directors afterward, subject to the Expiration Date terms in the agreement.
Read the filing on SEC.gov ↗
DCDakota Gold Corp. Mar 4, 6:06 AM ET

Dakota Gold warrants expire March 15, 2026; trading in DC.WS halts around March 13

Neutral shareholder Written later 8.01

Dakota Gold Corp. said its publicly traded warrants, each exercisable for one common share at $2.08, will expire on March 15, 2026. The warrants will stop trading on the NYSE American under the symbol DC.WS on or about March 13, 2026, and the exchange intends to file a Form 25 to delist and deregister them. Common stock will keep trading as DC, so shareholders' common shares are not affected by the expiration.

  • Warrant expiration date: March 15, 2026
  • Exercise price: $2.08 per share, one common share per warrant
  • Warrants stop trading (DC.WS) on or about March 13, 2026, before market open
  • Common stock continues to trade on the NYSE American as DC
Read the filing on SEC.gov ↗
HZOMARINEMAX INC Mar 3, 5:15 PM ET

MarineMax shareholders elect three directors and approve 415,000-share plan increase

Neutral shareholder Written later 5.025.07

At its March 3, 2026 Annual Meeting, MarineMax shareholders elected three directors to three-year terms expiring in 2029 and approved an amendment adding 415,000 shares to the 2021 Stock-Based Compensation Plan. Shareholders also approved the advisory say-on-pay vote and ratified KPMG LLP as auditor for the fiscal year ending September 30, 2026.

  • Directors William Brett McGill, Odilon Almeida and Daniel Schiappa were elected; McGill received 13,942,834 for votes and 4,266,909 against.
  • The 2021 Stock-Based Compensation Plan amendment passed with 13,732,171 for, 1,627,312 against and 2,853,202 abstentions.
  • Say-on-pay passed with 13,838,107 for and 1,536,192 against; KPMG LLP was ratified with 19,511,049 for and 205,500 against.
Read the filing on SEC.gov ↗
TXNMTXNM ENERGY INC Mar 3, 4:27 PM ET

TXNM Energy Board approves 2026 officer bonus and long-term incentive plans

Neutral shareholder Written later 5.02

TXNM Energy's Board approved a 2026 Officer Annual Incentive Plan and a 2026 Long-Term Incentive Plan on February 26, 2026, on the Compensation Committee's recommendation. The plans set how named executive officers can earn cash bonuses and equity awards, with payouts tied to earnings per share and other goals. The filing gives no new financial results, and the plans carry no direct cost figures in the filing.

  • Annual Incentive Plan covers January 1 to December 31, 2026; awards require a threshold Incentive Earnings Per Share and are payable by March 15, 2027
  • Award opportunities under the annual plan range from 57.5% to 230% of base salary for the Executive Chair and President and CEO
  • 2026 LTIP covers January 1, 2026 to December 31, 2028; 70% of awards are performance shares and 30% are time-vested restricted stock rights
  • Restricted stock rights vest 33% on March 7, 2027, 34% on March 7, 2028 and 33% on March 7, 2029
Read the filing on SEC.gov ↗
TREXTREX CO INC Mar 3, 9:05 AM ET

Trex starts $100 million accelerated share repurchase funded by credit line borrowings

Neutral shareholder Written later 1.018.01

Trex entered an accelerated share repurchase (ASR) with Wells Fargo under a confirmation dated February 26, 2026, and paid a $100 million prepayment on February 27, 2026. The company received an initial delivery of about 1.9 million shares, and the final number of shares repurchased will depend on Trex's average stock price during the calculation period, so the total is not yet known. The prepayment was funded with borrowings under the company's line of credit.

  • Prepayment of $100 million to Wells Fargo made on February 27, 2026
  • Initial delivery of about 1.9 million shares, valued at about 80% of the prepayment based on the February 26, 2026 closing price
  • Calculation period runs from February 27, 2026 to May 21, 2026, with possible early termination or acceleration; Wells Fargo may accelerate the valuation date beginning April 9, 2026
  • Prepayment funded with line of credit borrowings
Read the filing on SEC.gov ↗
KMXCARMAX INC Mar 2, 4:56 PM ET

CarMax amends executive severance agreements, including for named executive officers

Neutral shareholder Written later 5.02

On March 1, 2026, CarMax entered into amended and restated severance agreements with certain executive officers, including named executive officers Enrique Mayor-Mora, Charles Joseph Wilson and Shamim Mohammad. The new terms provide severance of 1.5 times base salary plus target bonus if an executive is terminated without cause, or resigns for good reason, within two years after a change in control. Shareholders should note the filing describes a change to pay arrangements for senior management, not a change in leadership.

  • Agreements dated March 1, 2026 supersede each executive's prior severance agreement.
  • Cash severance equals 1.5 times base salary plus target bonus, paid in 39 biweekly installments.
  • Company covers its portion of COBRA premiums for up to 18 months.
  • Other terms are described as substantially similar to the prior agreements; the form is filed as Exhibit 10.1.
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.