1,796 material Form 8-K filings that 1,448 companies we cover made with the SEC in May 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).
Cencora appointed Eva C. Boratto, currently CFO of Bath & Body Works, as Executive Vice President and Chief Financial Officer, effective June 29, 2026, succeeding James F. Cleary, who is retiring and will advise through the end of 2026. The company also reaffirmed its fiscal 2026 adjusted diluted EPS guidance of $17.70 to $17.90 and its long-term growth targets.
Eva C. Boratto succeeds James F. Cleary as CFO, effective June 29, 2026; Cleary serves in an advisory role through the end of 2026
Boratto's compensation includes a $1,000,000 base salary, a 100% annual bonus target, a $2,000,000 one-time sign-on bonus, and a $6,000,000 restricted stock unit award
Fiscal 2026 adjusted diluted EPS guidance of $17.70 to $17.90 was reaffirmed; it was previously updated on May 21, 2026 from $17.65 to $17.90 after share repurchases
NeoVolta issued 12,195,122 common shares at $2.05 each on May 29, 2026, in an underwritten public offering led by Lake Street Capital Markets. The company expects net proceeds of approximately $23.5 million, which it plans to use for joint venture obligations, working capital and general corporate purposes. The issuance adds new shares that dilute existing holders, and the company also disclosed a non-binding letter of intent with an existing investor for about 1.1 GWh of utility-scale battery storage supply.
12,195,122 shares sold at $2.05 per share; underwriters hold a 30-day option for up to 1,829,268 more shares
Net proceeds of approximately $23.5 million excluding any option exercise, after estimated offering expenses; underwriting discount is 6.0%
Company agreed not to issue or sell additional shares for sixty days after May 27, 2026; executive officers and directors are also subject to lock-up agreements
May 26, 2026 non-binding letter of intent with Infinite Grid Capital covering about 1.1 GWh across three initial projects; no purchase obligation until definitive agreements are signed
LENSAR's Board appointed Michael A. Rossi as Interim Chief Financial Officer and principal financial officer, effective May 29, 2026. Rossi will serve through a consulting agreement with Monomoy Advisors LLC at a $375 per hour cash retainer. The company also set its 2026 annual meeting for August 4, 2026, and moved the deadlines for stockholder proposals and nominations to June 8, 2026.
Michael A. Rossi appointed Interim CFO and principal financial officer by the Board on May 25, 2026, effective May 29, 2026
Rossi is provided through Monomoy Advisors LLC under a consulting agreement at a $375 per hour cash retainer
2026 annual meeting scheduled for August 4, 2026, to be held virtually; record date is June 10, 2026
Deadline for stockholder proposals, director nominations and Rule 14a-19 notices is June 8, 2026
Axiom Intelligence Acquisition Corp 1 signed a Business Combination Agreement on May 25, 2026 with Swiss company Terra Quantum AG, which would combine the two companies through a series of mergers. The deal is subject to SPAC shareholder approval and other closing conditions, and it includes up to 75,000,000 additional earnout shares tied to share price targets.
Agreement signed May 25, 2026 with Terra Quantum AG, a Swiss company, and Markus Pflitsch as Shareholder Representative
Up to 50,000,000 Swiss HoldCo earnout shares and 25,000,000 management earnout shares, issuable on 30-day VWAP thresholds of $12.50, $15.00 and $17.50
Post-closing PubCo board to have seven directors, five designated by the Company and two by SPAC
Ward, the SPAC CEO, must pay the Company a $15,000,000 termination fee if SPAC terminates during the diligence period
CoStar Group agreed on May 28, 2026, through a subsidiary, to buy Zonda, a provider of new home construction data, homebuilder software and new home marketplaces, for $800 million in cash. The deal is expected to close in the second half of 2026, subject to regulatory approvals, and CoStar expects it to be accretive to adjusted EPS in the first full year of ownership.
Purchase price is $800 million in cash at closing, paid by a CoStar subsidiary under a Stock Purchase Agreement dated May 28, 2026
Closing is not subject to CoStar stockholder approval or a financing condition; it requires HSR and certain foreign regulatory clearances
Either party may terminate if the deal is not completed by May 28, 2027, subject to extension in certain circumstances
Zonda serves more than 3,000 customers and reports 104% net customer retention; the company expects the deal to be accretive to adjusted EPS in the first full year
On May 26, 2026, TVA completed a lease-purchase of its Cumberland Combined Cycle Generation Facility in Stewart County, Tennessee. The buyer, Cumberland Combined Cycle Generation LLC, is funded by $200 million of equity and $1.8 billion of secured notes, and TVA will receive $1,931,875,011 at closing; TVA will lease the plant back for 30 years and make semiannual rent payments through May 15, 2056. Separately, the board cut maximum payouts under its executive incentive plans, effective for fiscal years 2025 to 2027.
On or about May 26, 2026, CCCGL pays TVA $1,931,875,011 under the Head Lease and Construction Management Agreement, with $68,124,989 deposited with a lease indenture trustee.
CCCGL funds the deal with $200 million of equity and $1.8 billion of secured notes; TVA plans to use its proceeds for its power program and transaction expenses.
TVA leases the facility back for 30 years, with rent paid each May 15 and November 15 from November 15, 2026 through May 15, 2056; the first debt-portion rent is $62,416,544.
The Executive Annual Incentive Plan maximum payout falls from 225% to 150% of target, and the Long-Term Incentive Plan maximum falls from 200% to 150% of grant.
Autodesk entered a merger agreement to buy MaintainX, a maintenance and operations software company, for approximately $3.575 billion, subject to customary adjustments. The deal is to be funded through cash on hand and debt, and closing requires U.S. antitrust clearance, with August 3, 2026 as the earliest closing date.
Aggregate consideration of approximately $3.575 billion, described in the press release as about $3.6 billion, all cash
Funding through cash on hand and debt, including a new 364-day term loan facility and possible revolving credit borrowings
Earliest closing date August 3, 2026; agreement can be terminated if not closed by November 28, 2026, subject to extensions
MaintainX expects more than $135 million of annualized recurring revenue for calendar year 2026, growth above 50 percent
Clorox said Chair and CEO Linda Rendle asked the Board to begin a CEO search, citing a decision to step down for health reasons. She will remain Chair and CEO until a successor is appointed and will then serve in an advisory role for a period. The filing does not include financial results or guidance changes, but the leadership transition is significant for shareholders.
Linda Rendle asked the Board on May 26, 2026 to start a CEO search process, citing health reasons.
Rendle remains Chair and CEO during the search and until a new CEO is appointed.
The search is led by an independent committee with a leading executive search firm.
Rendle and CFO Luc Bellet will join a fireside chat at the dbAccess Global Consumer Conference on June 3 in Paris.
Apogee Enterprises agreed on May 27, 2026 to acquire Keller Companies, which controls Kalwall and Structures Unlimited, for about $105 million in cash at closing plus up to $10 million in earn-out payments. The company expects the deal to close in its fiscal 2027 second quarter and plans to fund it with cash on hand and its existing credit facility, which matters to shareholders because it commits a large share of Apogee's available cash and borrowing capacity.
Cash at closing of about $105 million, with about $9.5 million placed in escrow; up to $10 million additional earn-out tied to KCI financial objectives
Press release expects Kalwall to contribute $85 million of revenue and an adjusted EBITDA margin of about 15% in the first 12 months, with a long-term margin target of 20%
Expected operational cost synergies of $4 million by the end of fiscal 2029; deal expected to be accretive to adjusted diluted EPS in the first year
Closing expected in fiscal 2027 second quarter; either party may terminate if closing has not occurred by August 1, 2026; no financing condition
MasterBrand completed its all-stock merger with American Woodmark on May 28, 2026, and American Woodmark is now a wholly owned subsidiary. MasterBrand drew the full $375 million Term Loan A, using about $367.5 million to repay American Woodmark's existing debt, and three former American Woodmark directors joined its board.
American Woodmark shareholders received 5.150 MasterBrand shares for each American Woodmark share.
Pre-closing MasterBrand shares represent about 63% of the combined company's shares outstanding.
The company expects about $90 million of annual run-rate cost synergies by the end of year three.
Andrew Cogan, Philip Fracassa and Daniel Hendrix joined the board; the annual meeting is June 4, 2026.
Tyson Foods said director Jeff Schomburger will succeed Donnie King as President and Chief Executive Officer on October 4, 2026, after joining the company as a senior executive on July 1, 2026. King will step down as CEO but remain on the Board, and the company reaffirmed its fiscal 2026 total company guidance. The filing gives no earnings results, so the change is a leadership transition whose effect on shareholders will depend on how the company performs under new leadership.
Schomburger's employment agreement provides a $1,600,000 annual base salary, a 200% annual incentive target and an $11,000,000 annual long-term incentive target.
His initial restricted stock unit award has a grant date fair value of $2,800,000 and vests in one-third tranches each year over three years.
Severance on termination without cause or for good reason is two years' base salary plus two years' target cash bonus, plus up to 18 months of medical coverage.
The company reaffirmed its previously issued total company guidance for fiscal 2026.
On May 27, 2026, Axalta entered into Amendment No. 1 to its merger agreement with AkzoNobel, which changes how the combination would be structured. The amendment adds a second wholly owned AkzoNobel subsidiary and a second merger in which Axalta would merge into that subsidiary after the first merger, and it sets out how independent directors would join the combined company's board. The company says these changes are meant to optimize tax integration but do not change the tax consequences for Axalta shareholders.
Amendment No. 1 to the Merger Agreement was signed May 27, 2026, amending the original agreement dated November 18, 2025.
The amendment adds AkzoNobel Sub 2 and a Second Merger in which Axalta's surviving company merges into it, becoming a direct wholly owned AkzoNobel subsidiary.
Axalta says the changes do not alter the tax consequences of the transaction for Axalta shareholders.
A preliminary proxy statement/prospectus was filed with the SEC on May 27, 2026; a definitive version is to be mailed to shareholders when available.
Six Flags Entertainment Corporation said it appointed Ash Walia as Chief Financial Officer, effective June 17, 2026, succeeding interim CFO Dave Hoffman, who has held the interim role since May 8, 2026 and will remain Chief Accounting Officer. Walia previously served as CFO of Hot Topic since 2021 and of 99 Cents Only Stores, and the filing sets out his pay and severance terms, which shareholders can review in the filing.
Employment agreement dated May 21, 2026, with a three-year initial term and automatic one-year renewals
Base salary of $690,000, with a target annual incentive of 100% of base salary
Initial restricted stock unit award valued at $1,250,000, vesting in equal thirds over three years
Severance if terminated without Cause or for Good Reason: two times base salary plus target annual incentive, payable in installments
National HealthCare entered a credit agreement on May 26, 2026, providing a $475.0 million senior unsecured term loan and a $50.0 million revolving credit facility. The company expects to draw the full term loan to help fund its purchase of assets and real property from National Health Investors, with closing currently anticipated on or around July 1, 2026. The filing does not report earnings, so shareholders can weigh the new debt against the acquisition's size and the stated closing conditions.
Term loan of $475.0 million and revolving facility of $50.0 million, both maturing five years after the Funding Date
Proceeds expected to help fund the Transaction with National Health Investors under an April 21, 2026 purchase agreement
Commitments terminate automatically if the Funding Date has not occurred by August 31, 2026
Existing credit agreement with Bank of America to be repaid in full at initial funding; no amounts were outstanding as of March 31, 2026
Zurn Elkay Water Solutions promoted Chief Financial Officer David Pauli to Chief Operating Officer and named Dan Klun as CFO, both effective immediately. The company also said its second-quarter results are tracking in line with its expectations, but it gave no figures and will provide details on the quarter and second-half outlook during a late-July earnings call.
Dan Klun, 51, promoted to CFO effective immediately; he joined the company in 2005 and was most recently Vice President, Finance since 2017.
David Pauli, 44, moved from CFO to COO effective immediately; he has served as CFO since 2024 and will oversee operations, supply chain and IT.
CEO Todd Adams said second-quarter results are tracking very much in line, with one month left in the quarter.
Full second-quarter results and second-half outlook are expected on an earnings call in late July.
Synopsys entered a Cooperation Agreement dated May 26, 2026 with Elliott Investment Management and related funds. Under the agreement, Jesse Cohn, a Managing Partner at Elliott, joins the Synopsys board effective June 1, 2026, and the board grows to 11 members. The agreement adds a board seat for an activist investor and sets standstill and voting commitments that limit Elliott's stake.
Agreement dated May 26, 2026; Cohn's term runs to the 2027 annual meeting, effective June 1, 2026
Cohn joins the Corporate Governance and Nominating Committee and is included in the 2027 slate of nominees
Elliott may not exceed 4.9% beneficial ownership or 7.5% aggregate economic exposure during the Cooperation Period
The Cooperation Period lasts until the later of the first anniversary of the agreement or ten days after Cohn leaves the board
Rollins said CFO Kenneth Krause will resign effective June 15, 2026, to pursue another opportunity, and the board appointed Chief Accounting Officer William Harkins as Executive Vice President and CFO on the same date. The filing says Krause's resignation does not involve any disagreement with the company on operations, policies, or practices. A CFO change at a company of this size is a notable governance event for shareholders, though the filing gives no financial results.
Kenneth Krause resigns as CFO effective June 15, 2026, to pursue an opportunity with a company in an unrelated industry
William Harkins, 45, has been Chief Accounting Officer since March 2025 and becomes EVP and CFO on June 15, 2026, with a $610,000 annual base salary
Harkins receives a one-time restricted stock award valued at $500,000, to be granted July 1, 2026
Krause will provide advisory services through September 30, 2026, and 8,000 of his restricted shares are set to vest on or about February 20, 2027, subject to that service
Kemper Corporation appointed Stephen J. McAnena as President and Chief Executive Officer and a board member, effective June 1, 2026, replacing Interim CEO C. Thomas Evans, Jr., who returns to his role as Executive Vice President, Secretary, and General Counsel. The board also added Anthony J. DeSantis as a non-employee director, and the filing describes a new Executive Severance Plan covering key management.
McAnena, 54, was previously Executive Vice President and Chief Operating Officer at Horace Mann Educators Corporation from May 2023 to March 1, 2026.
McAnena's offer letter sets an annual base salary of $1,000,000 and a target bonus of 150% of base salary, plus equity awards with an aggregate target grant date value of $3,500,000.
DeSantis joins the board effective June 1, 2026, and was appointed to the Audit and Risk Committees.
The Executive Severance Plan was adopted May 21, 2026, and covers the new CEO, executive vice presidents, and named executive officers.
Lincoln International, Inc. and its selling stockholders completed the initial public offering of 24,207,486 Class A common shares at $20.00 per share on May 21, 2026, including 3,157,498 shares from the underwriters' option. The company received gross proceeds of $473.7 million before underwriting discounts and commissions, and the filing says its charter and bylaws became effective on May 19, 2026.
Offering of 24,207,486 Class A shares at $20.00 per share, completed May 21, 2026, including 3,157,498 shares from the underwriters' option
Gross proceeds to the company of $473.7 million, before underwriting discounts and commissions
M. Christie Smith and John W. Oleniczak appointed to the board effective May 19, 2026
Charter authorizes 650,000,000 Class A, 250,000,000 Class B, 100,000,000 Class C and 5,000,000 preferred shares
The fund sold $50 million of Series A Mandatorily Redeemable Preferred Shares due April 30, 2031, and agreed to sell $40 million of 5.364% Series C Senior Notes due July 8, 2030. Proceeds will mainly refinance existing debt, including redeeming 2.35% Series A Senior Notes maturing July 8, 2026, and fund new portfolio investments; the preferred holder gains the right to elect two trustees.
Series A preferred: 2,000,000 shares at $25.00 liquidation preference, $50 million gross proceeds, due April 30, 2031
Series C Senior Notes: $40 million at a fixed 5.364% rate, maturing July 8, 2030, with proceeds used to redeem 2.35% Series A Senior Notes maturing July 8, 2026
Preferred purchaser may elect two trustees; Ira P. Cohen nominated as a Class III Trustee
Annual shareholder meeting set for September 25, 2026; record date July 10, 2026
Cogent Communications Holdings, through its subsidiary Cogent Fiber, LLC, agreed on May 22, 2026 to sell 10 data center facilities, with certain personal property and customer contracts, to an affiliate of I Squared Capital for $225 million in cash. The company will guarantee certain obligations of the seller, and the sale is expected to close on the later of June 12, 2026 or after HSR antitrust approval, which shareholders can track against the November 18, 2026 termination date.
Purchase price is $225 million in cash for 10 facilities located in Phoenix, Anaheim, Burbank, Stockton, Atlanta, Chicago, Elkridge, Kansas City, Nashville and Houston.
Expected closing is the later of June 12, 2026 or expiration or termination of the Hart-Scott-Rodino waiting period.
Either party may terminate the agreement if the sale is not completed by November 18, 2026, subject to certain limitations.
Cogent agreed to guarantee certain obligations of the seller under the Purchase Agreement.
Peloton announced that Sid Thacker, former CFO of Rent the Runway, will become Chief Financial Officer effective June 22, 2026, succeeding interim CFO Saqib Baig, who will remain Chief Accounting Officer. The filing sets Thacker's annual base salary at $635,000, a 60% target cash bonus, and initial equity awards valued at $8,000,000 that are subject to board approval.
Sid Thacker becomes CFO effective June 22, 2026, and will report to CEO Peter Stern.
Thacker served as CFO of Rent the Runway from May 2023, after prior roles there and at investment firms.
Offer letter terms: $635,000 base salary, annual cash bonus of 60% of base salary, prorated for fiscal 2026, and equity initially valued at $8,000,000.
Saqib Baig steps down as interim CFO on June 22, 2026, and remains Chief Accounting Officer.
S&P Global said Saugata Saha, President of Market Intelligence and Chief Enterprise Data Officer, will leave the company to pursue another opportunity, effective July 30, 2026. The Enterprise Data Organization moves under Chief Technology & Transformation Officer Firdaus Bhathena, and the company reiterated its 2026 financial guidance.
Saugata Saha departs July 30, 2026, after notifying the company on May 19, 2026
Enterprise Data Organization moves to the Chief Technology & Transformation Office, led by Firdaus Bhathena
Company reiterated its financial guidance for 2026; no new figures were disclosed in the filing
CG Oncology agreed on May 20, 2026 to the separation of President and Chief Operating Officer Ambaw Bellete, effective June 30, 2026. Arthur Kuan was appointed President in addition to his existing roles, and the company has started a search for a Chief Commercial Officer, which matters to shareholders because it changes senior leadership and the executive team responsible for commercial operations.
Ambaw Bellete, President & Chief Operating Officer, separation effective June 30, 2026
Separation agreement expected to include a general release and the severance set forth in Section 4(b) of his employment agreement
Arthur Kuan appointed President on May 20, 2026, in addition to his other positions
Company has initiated a search for a Chief Commercial Officer
Hexagon AB completed the distribution of all Octave Intelligence plc shares to Hexagon shareholders on May 22, 2026, and Octave began the process of listing its shares as an independent company. To fund a $625 million cash payment to Hexagon, Octave drew on new credit facilities, and the filing also discloses a change of auditor and two material weaknesses in internal controls.
Hexagon shareholders of record on May 22, 2026 received one Octave Class A share per ten Hexagon Class A shares and one Octave Class B share per ten Hexagon Class B shares; first regular-way trading of OCTV on Nasdaq New York is expected Ma
Octave fully drew its $350 million U.S. dollar term loan and €150 million euro term loan, and borrowed about $120 million and €25 million under its $500 million revolving facility
PricewaterhouseCoopers AB was dismissed and PricewaterhouseCoopers LLP was appointed for fiscal 2026; the filing cites two material weaknesses related to risk assessment, segregation of duties and IT general controls
Executive transaction bonuses include $950,000 for CEO Mattias Stenberg and $800,000 for CFO Benjamin Maslen
On May 22, 2026, SiTime completed a registered offering of $1.35 billion of 0% convertible senior notes due June 15, 2031, including $150 million from the underwriters' over-allotment option. Per the pricing release, net proceeds were expected to fund part of the cash consideration for the Renesas timing business acquisition, the $108.0 million cost of capped call transactions, and general corporate purposes, which adds significant debt and potential share dilution for shareholders.
Principal of $1.35 billion, including $150 million of over-allotment notes, due June 15, 2031
Initial conversion price of approximately $1,040.47 per share, a premium of about 50% to the May 19, 2026 closing price
Cost of capped call transactions was $108.0 million; capped call cap price is $1,734.15 per share
Proceeds expected to partly fund the Renesas Electronics timing business acquisition announced February 4, 2026
Chief Financial Officer William M. Clancy notified Vishay Precision Group of his retirement on May 18, 2026, effective December 31, 2026, and the company signed a transition agreement with him on May 19. The same day, the company amended employment agreements for its CEO and Chief Accounting Officer and entered a new agreement with its Chief Business and Product Officer and Chief Operating Officer, while stockholders elected six directors at the annual meeting.
Clancy's retirement is effective December 31, 2026; his transition agreement provides base salary continuation until June 30, 2028, subject to a release of claims.
CEO Ziv Shoshani's amended agreement sets an annual equity award of about 225% of base salary from fiscal 2026, with a cash bonus target of 100% and a maximum of 150% of base salary.
Stockholders elected Kobi Altman, Sejal Shah Gulati, Erez Lorber, Saul Reibstein, Ziv Shoshani and Nava Swersky Sofer to one-year terms at the May 19, 2026 annual meeting.
Stockholders ratified Brightman Almagor Zohar & Co., a firm in the Deloitte global network, as auditor for 2026 and approved the advisory executive compensation vote.
SS&C's board renewed its stock repurchase program for up to $1.5 billion of common stock, with authority lasting one year, and approved a $0.27 per share quarterly dividend. At its May 20, 2026 annual meeting, stockholders also approved adding 10,000,000 shares to the company's stock incentive plan, which could increase share issuance to employees and directors.
Board authorized repurchases of up to $1.5 billion of common stock; the program may be suspended or discontinued at any time.
Quarterly dividend of $0.27 per share is payable June 15, 2026, to holders of record as of June 1, 2026.
Stockholders approved adding 10,000,000 shares to the Third A&R 2023 Stock Incentive Plan, with 177,696,046 votes for and 30,180,122 against.
Stockholders ratified PricewaterhouseCoopers LLP as auditor for fiscal 2026 (209,980,176 for, 9,554,471 against) and elected three Class I directors.
Radian Group's board appointed Michael Weinbach, former President of Mr. Cooper Inc., as CEO-Elect effective June 1, 2026, and as Chief Executive Officer and board member effective August 13, 2026. He succeeds Richard G. Thornberry, who retires as CEO and resigns from the board effective August 12, 2026, and will remain as Strategic Advisor through December 31, 2026.
Michael Weinbach, 52, becomes CEO-Elect on June 1, 2026 and CEO on August 13, 2026
Richard G. Thornberry retires as CEO and resigns from the board effective August 12, 2026
Weinbach's CEO Employment Agreement runs through December 31, 2029 with a $1,000,000 base salary
Sign-on awards include a $2,500,000 performance stock unit award and RSUs covering 150,000 shares valued up to $5,500,000
Hims & Hers issued $402.5 million of senior unsecured convertible notes on May 21, 2026, under an indenture with U.S. Bank Trust Company as trustee. The notes do not bear regular interest and mature on June 1, 2032. Alongside the offering, the company paid approximately $36.7 million for capped call transactions meant to reduce potential dilution from conversions, but the notes add a $402.5 million debt obligation and could lead to issuance of up to 18,057,397 Class A shares.
$402.5 million aggregate principal of notes issued May 21, 2026, maturing June 1, 2032, with no regular interest.
Initial conversion price of approximately $29.53 per share; maximum of 18,057,397 Class A shares may be issued on conversion at the initial maximum conversion rate.
Capped call transactions cost approximately $36.7 million, with an initial cap price of approximately $50.15 per share, a 125.0% premium over the May 18, 2026 last reported sale price.
Kontoor Brands agreed to sell its Lee brand business to Authentic Brands Group for up to $1 billion, including $750 million at closing and a $250 million earnout tied to Lee's future performance. The company says it plans to use proceeds for increased share repurchases under its $750 million authorization and voluntary term loan payments, with closing expected in the second half of 2026 subject to regulatory approvals.
Up to $1 billion total: $750 million initial transaction value plus a $250 million earnout opportunity in future years
Proceeds anticipated for share repurchases under the $750 million authorization and voluntary term loan payments
Closing expected in the second half of 2026, subject to required regulatory approvals and customary closing conditions
Board of Directors unanimously approved the transaction; Morgan Stanley is financial advisor
Onto Innovation issued $1.5 billion of 0.00% convertible senior notes maturing June 1, 2031, including a $200 million option that the initial purchasers exercised in full. The initial conversion price is about $381.80 per share, a premium of about 50% to the $254.53 share price on May 18, 2026, so conversion could dilute shareholders, and the company used part of the proceeds for a concurrent share repurchase and capped call transactions.
Issued $1.5 billion aggregate principal on May 21, 2026, including $200 million from the option exercised May 19, 2026
Notes carry no regular interest and mature June 1, 2031; initial conversion price is about $381.80 per share
About $205 million of proceeds is earmarked to repurchase about 0.8 million shares at $254.53 per share, with about $77.1 million used for capped calls
Cohen & Steers, Inc. appointed Amit Muni as Executive Vice President and Chief Financial Officer, effective June 8, 2026, succeeding interim CFO Michael Donohue. Muni most recently served as CFO of CI Financial Corp. and previously held the same role at WisdomTree, and the filing sets out a guaranteed bonus and an equity award tied to forfeited compensation from his former employer.
Amit Muni becomes EVP and CFO effective June 8, 2026, reporting to CEO Joseph Harvey
Muni's letter agreement provides a $450,000 annual base salary and minimum annual bonuses of $2,050,000 for each of 2026 and 2027
Muni receives RSUs valued at $860,000 at grant to offset forfeited equity from his former employer
Michael Donohue, interim CFO since October 17, 2025, will serve as interim CFO until June 8, 2026, then continue as Controller
Omega Healthcare Investors said its board approved planned leadership changes. President Matthew Gourmand will succeed C. Taylor Pickett as chief executive on October 1, 2026, and Chief Accounting Officer Neal Ballew will succeed Robert Stephenson as chief financial officer on August 1, 2026. The filing cites retirement plans and long-term succession planning, and it reports no financial results.
Matthew Gourmand, President since January 1, 2025, becomes CEO effective October 1, 2026, and is to join the board; Pickett leaves the board on that date.
Neal Ballew, Chief Accounting Officer since August 2020, becomes CFO effective August 1, 2026; Lucas Golem becomes Chief Accounting Officer.
Pickett will receive a consulting fee of $20,000 per month through October 1, 2027; Stephenson will receive $12,000 per month through August 1, 2027.
Erie Indemnity announced that Executive Vice President and Chief Financial Officer Julie M. Pelkowski will retire at the end of 2026. The filing states there was no disagreement or dispute behind her decision, and it does not name a successor or report any financial results.
Julie M. Pelkowski will retire as EVP and Chief Financial Officer at the end of 2026.
Pelkowski has worked at the company for more than 25 years and has been CFO since 2023.
The filing states no disagreement or dispute led to her retirement decision.
Sterling Infrastructure's board approved an amendment extending CEO Joseph A. Cutillo's employment agreement from January 1, 2027 to December 31, 2027, and granted him 40,000 restricted stock units tied to that extension. The grant vests on the earlier of successful onboarding of a successor CEO or Cutillo's continued employment through December 31, 2027, with accelerated vesting on a change of control, death, disability, termination without cause, or resignation for good reason.
CEO Joseph A. Cutillo's employment extended from January 1, 2027 through December 31, 2027
Special Grant of 40,000 restricted stock units approved May 20, 2026
Units vest on the earlier of successor CEO onboarding (as determined by the Board) or continued employment through December 31, 2027
Full agreement terms to be filed as exhibits to the Form 10-Q for the quarter ended June 30, 2026
The filing reports a May 20, 2026 merger agreement under which AvalonBay Communities would combine with Equity Residential in an all-stock merger of equals. The filing names Equity Residential and AvalonBay throughout and does not mention VIVMARK RESIDENTIAL or ticker VMRK, so the filer identity should be verified before relying on this summary. For shareholders, the deal would convert each AvalonBay share into 2.793 Equity Residential shares, with closing expected in the second half of 2026.
Each AvalonBay common share would convert into 2.793 Equity Residential common shares at the effective time of the merger.
AvalonBay shareholders would own about 51.2% and Equity Residential shareholders about 48.8% of the combined company on a fully diluted basis.
Closing is expected in the second half of 2026, subject to shareholder approval by both companies and other customary conditions.
Stephen E. Sterrett would become chairman and Benjamin W. Schall would become chief executive officer of the combined company; Mark J. Parrell would retire at closing.
S&P Global's board approved the previously announced separation of its Mobility division. Shareholders of record on June 15, 2026 will receive one share of the new, independent Mobility Global Inc. for each SPGI share held, and S&P Global will keep no ownership interest in Mobility Global. The distribution is expected to take effect at 12:01 a.m. New York time on July 1, 2026, subject to customary conditions, including an effective Form 10 registration statement.
Record date is June 15, 2026; ratio is one Mobility Global share for each S&P Global share held at the close of business
Distribution is expected to be effective at 12:01 a.m. New York City time on July 1, 2026
Shares of S&P Global trade with and without the distribution from about June 26 through June 30, 2026; Mobility Global is expected to list on the NYSE as MBGL
The filing gives no financial figures for Mobility or the separation
Clean Harbors said founder Alan McKim, its Executive Chairman and Chief Technology Officer, notified the Board on May 19, 2026 that he will retire from the Board and his CTO role once the Board appoints a new Chair. The company expects an independent Chair to be appointed in the summer of 2026 as part of a planned leadership transition, and the filing says the retirement does not reflect any disagreement with the company.
McKim notified the Board on May 19, 2026, and the company announced the retirement in a press release dated May 20, 2026.
The retirement takes effect when the Board appoints a new Chair, which is expected in summer 2026.
The filing states the retirement does not arise from any disagreement with the company on operations, policies or practices.
Edward Galante, lead independent director, and co-CEOs Mike Battles and Eric Gerstenberg were quoted in the press release.
Choice Hotels said President and CEO Patrick Pacious stepped down effective May 20, 2026, and the Board appointed Chief Growth & Strategy Officer Dominic Dragisich as Interim CEO on the same date. The company has started a search for a permanent CEO, and the company reaffirmed its full-year 2026 financial outlook given with first quarter results on April 30, 2026.
Pacious will serve as an advisor through August 31, 2026, under a separation agreement filed as Exhibit 10.1.
Pacious's severance includes cash equal to 200% of base salary plus target annual bonus, plus a pro rata 2026 bonus.
Dragisich will receive a $500,000 cash bonus payable December 31, 2026, and an RSU award valued at $500,000 that vests in full after one year.
The company reaffirmed its full-year 2026 financial outlook.
Willamette Valley Vineyards appointed John Hazlett as Chief Financial Officer effective May 20, 2026, replacing John Ferry, who announced his retirement on February 12, 2026. Hazlett will receive a base salary of $216,000 per year and be eligible for an annual performance-based incentive of up to $24,000, under an employment agreement dated May 19, 2026.
Hazlett appointed CFO by the board on May 19, 2026, effective May 20, 2026
Base salary of $216,000 per year; annual incentive of up to $24,000
Replaces John Ferry, who announced his retirement as CFO on February 12, 2026 and will remain employed during an undetermined transition period
Hazlett previously was founding partner of Trailwise Advisory Services and CFO of RENA Technologies North America (2021 to 2024)
Wendy's board appointed Robert D. Wright as President and Chief Executive Officer, effective May 21, 2026, and elected him to the board. Kenneth Cook ceases as interim CEO but remains Chief Financial Officer. The filing contains no financial results or guidance, so the change in leadership is the main news for shareholders.
Wright, age 58, was most recently President and CEO of Potbelly Corporation from July 2020 until December 2025, and previously held Wendy's Chief Operations Officer roles.
Employment letter provides a $1 million base salary and a target bonus of 175% of base salary, with payouts ranging from zero to 200% of target.
Fiscal 2026 long-term incentive grant values: $3.1 million in performance share units, $900,000 in restricted stock units and $1.5 million in stock options.
Wright will not receive additional compensation for board service and serves on the Capital and Investment and Executive Committees.
Philip Morris International said its board approved Massimo Andolina, currently President, Europe Region, as Group Chief Financial Officer, replacing Emmanuel Babeau effective August 1, 2026. Babeau will stay with the company as Strategic Advisor to CEO Jacek Olczak through March 31, 2027, and will help Andolina with the transition; his separation is treated as a termination without cause, with payments described in the 2026 Proxy Statement.
Massimo Andolina, 57, becomes Group CFO effective August 1, 2026, succeeding Emmanuel Babeau.
Andolina has been President, Europe Region since January 2023 and joined the company in 2008.
Babeau remains as Strategic Advisor to Jacek Olczak, Group CEO, through March 31, 2027.
Andolina's compensation as Group CFO has not yet been determined.
S&P Global Inc. announced the pricing of $2.0 billion in senior notes issued by Mobility Global Inc., a newly formed holding company for its Mobility division, ahead of a planned spin-off to shareholders. The offering is expected to close on May 29, 2026, and the net proceeds will be held in escrow until separation conditions are met, then used to make a cash payment to S&P Global.
Three tranches: $650 million 5.050% notes due 2029, $650 million 5.450% notes due 2031, and $700 million 6.050% notes due 2036
Offering expected to close May 29, 2026, subject to customary closing conditions
Mobility Global also entered into a $500 million senior unsecured revolving credit facility
Net proceeds to be deposited in escrow until separation conditions are satisfied
On May 15, 2026, Hancock Whitney Corporation entered into a merger agreement to acquire OFB Bancshares, Inc., a Florida corporation whose banking subsidiary is One Florida Bank. OFB Bancshares shareholders would receive $29.273 per share in cash, and the transaction requires regulatory approvals and OFB Bancshares shareholder approval before closing. Because the deal is subject to conditions and approvals, its completion and terms remain uncertain for Hancock Whitney shareholders.
Cash consideration of $29.273 per OFB Bancshares common share, without interest.
Termination fee of $15 million payable by OFB Bancshares in certain circumstances tied to alternative business combination proposals.
Holders of about 23% of OFB Bancshares common stock agreed to vote in favor of the merger agreement.
Closing requires approval from the Federal Reserve, FDIC, Florida Office of Financial Regulation and Mississippi Department of Banking and Consumer Finance, plus OFB Bancshares shareholder approval.
A. O. Smith said it selected Carrie Anderson, most recently CFO of The Campbell's Company, as its Executive Vice President and Chief Financial Officer effective July 1, 2026. She succeeds Charles T. Lauber, who is retiring and will temporarily stay on after July 1 to ease the transition. A CFO change is a significant leadership event for shareholders, and the filing describes her pay package, including a $1,500,000 restricted stock unit award.
Carrie Anderson becomes EVP and CFO effective July 1, 2026, succeeding Charles T. Lauber, who is retiring
Anderson, age 57, was CFO of The Campbell's Company from January 2023 to October 2025 and of Integra LifeSciences from June 2019 to January 2023
Anderson's sign-on restricted stock units are valued at $1,500,000 and vest three years after the grant date
Lauber will temporarily continue his employment after July 1, 2026, until his retirement
Blackstone Digital Infrastructure Trust completed its initial public offering of 87,500,000 shares of common stock at $20.00 per share, net of underwriting discounts and offering expenses, on May 15, 2026. The company also entered a $1.0 billion senior secured revolving credit facility with Citibank, N.A., and amended its charter and bylaws, and it plans to invest the net proceeds primarily in newly constructed, income-generating, stabilized data center assets.
IPO of 87,500,000 shares at $20.00 per share (net of underwriting discounts and offering expenses) completed May 15, 2026
Underwriters exercised their 30-day option in full on May 15, 2026; the additional shares are expected to close May 20, 2026, bringing gross proceeds to $2.0 billion and outstanding shares to 100.6 million
$1.0 billion senior secured revolving credit facility with Citibank, N.A., as administrative agent, which can be increased to $4.0 billion, subject to conditions
Charter and Amended and Restated Bylaws took effect May 13, 2026
Amgen said Chief Financial Officer Peter Griffith will retire, with his CFO role ending August 31, 2026. Thomas Dittrich, former CFO of Galderma Group AG, will join as executive vice president on July 1, 2026 and become CFO on September 1, 2026, reporting to Chairman and CEO Robert A. Bradway. A change in the top finance role is significant for shareholders, and the filing lists Dittrich's pay and retention terms in Swiss francs.
Peter Griffith's CFO role ends August 31, 2026; he stays as a non-executive executive vice president from September 1, 2026 to January 31, 2027.
Thomas Dittrich, age 62, starts as executive vice president on July 1, 2026 and becomes CFO on September 1, 2026.
Dittrich's annual base salary is CHF 1,070,000, with a 100% target bonus opportunity.
Dittrich receives a one-time, two-year retention bonus of CHF 5,800,000, repayable pro rata if he leaves or is terminated for certain misconduct within two years.
Analog Devices agreed to buy Empower Semiconductor, a provider of integrated voltage regulators and power management solutions, in an all-cash deal valued at $1.5 billion. The transaction is expected to close in the second half of calendar 2026, subject to customary conditions and the expiration of the applicable Hart-Scott-Rodino antitrust waiting period.
Purchase price is $1.5 billion, paid in cash to Empower's stockholders
Expected closing in the second half of calendar year 2026, subject to customary conditions and HSR waiting period
Empower's silicon capacitors are already in production; its IVR programs are advancing with hyperscalers and AI silicon providers
Empower CEO Tim Phillips will continue leading IVR technology efforts at ADI after closing
Rogers Corporation's board appointed Ali El-Haj, its interim president and CEO since July 12, 2025, as permanent President, CEO and board member, effective immediately on May 19, 2026. The filing gives his offer letter terms, including a $750,000 base salary and a $5,000,000 long-term equity grant, which set the compensation for the permanent role.
Ali El-Haj has served as interim President and CEO since July 12, 2025, and is now appointed permanent President, CEO and director.
Offer letter provides a $750,000 annual base salary and a target annual incentive of 100% of base salary for 2026.
Long-term incentive grant valued at $5,000,000, including $3,200,000 in time-based restricted stock units and $1,800,000 in performance-based restricted stock units.
The Board stated the appointment follows an extensive executive search for chief executive candidates.
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.