AI filing briefs · archive

8-K filings in August 2026, explained

2,914 material Form 8-K filings that 2,352 companies we cover made with the SEC in August 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

21 of 2,914 briefs match

newest first · times in ET
BEATWHeartBeam, Inc. Aug 14, 5:01 PM ET

HeartBeam enters $25 million at-the-market stock sale agreement with Titan Partners

Neutral financing Written later 1.01

HeartBeam, Inc. signed an at-the-market equity offering sales agreement with Titan Partners Securities LLC, allowing it to sell up to $25,000,000 of common stock over time through the sales agent. Sales would be made under an existing shelf registration statement and a prospectus supplement dated August 14, 2026, and the sales agent would receive a commission of up to 3% of gross sales price, which could dilute existing shareholders.

  • Agreement dated August 14, 2026 with Titan Partners Securities LLC as sales agent
  • Up to $25,000,000 of common stock, par value $0.0001 per share, may be sold from time to time
  • Commission of up to 3% of gross sales price per share sold through the agent
  • Sales would be made under Form S-3 shelf Registration No. 333-293307 and a prospectus supplement dated August 14, 2026
Read the filing on SEC.gov ↗
CVNACARVANA CO. Aug 14, 4:55 PM ET

Carvana enters $1.66 billion term loan to repay 2030 secured notes

Neutral financing Written later 1.012.03

Carvana entered a $1.66 billion senior secured term loan B credit agreement on August 14, 2026, maturing in 2033. The company said the proceeds are expected to redeem or refinance its 2030 Secured Notes, with $1.0 billion redeemed on August 15, 2026 and the remainder on August 22, 2026.

  • Term loan B facility of $1.66 billion matures August 14, 2033, issued at 99.75% of principal.
  • Interest is Term SOFR plus 2.25% or base rate plus 1.25%, per the credit agreement.
  • Proceeds expected to redeem 2030 Secured Notes: $1.0 billion on August 15, 2026 and the remainder on August 22, 2026.
  • The credit agreement has no financial covenant and requires 50% excess cash flow prepayments starting fiscal 2028, subject to reductions.
Read the filing on SEC.gov ↗
PNAQPinnacle Acquisition Corp Aug 14, 4:45 PM ET

Pinnacle Acquisition Corp completes $200 million IPO; fee waived on insider-bought units

Neutral financing Written later 1.018.01

Pinnacle Acquisition Corp, a blank check company, closed its initial public offering of 20,000,000 units at $10.00 per unit on August 10, 2026, generating $200 million in gross proceeds that were placed in a trust account. In an amendment to its underwriting agreement, the underwriter's deferred discount of $0.30 per unit will not accrue or be payable on 2,250,000 units bought by two co-managing members of the sponsor or their affiliate, which caps the maximum deferred discount at $5,325,000 (or $6,225,000 if the over-allotment option is exercised in full).

  • IPO of 20,000,000 units at $10.00 per unit, closed August 10, 2026, for $200 million in gross proceeds
  • Each unit has one Class A ordinary share and one right to receive one-eighth of a share upon completing a business combination
  • Private placement of 225,000 units to the sponsor at $10.00 per unit, for $2.25 million in gross proceeds
  • Deferred discount of $0.30 per unit waived on 2,250,000 units bought by Steven K. Hudson and AVR Capital Holdings, LLC; maximum deferred discount is $5,325,000
Read the filing on SEC.gov ↗
TGTTARGET CORP Aug 14, 4:42 PM ET

Target replaces $4.0 billion credit line with new five-year facility

Neutral financing Written later 1.011.022.03

On August 14, 2026, Target entered into a five-year, $4.0 billion unsecured revolving credit agreement that expires August 14, 2031, with two one-year extension options. On the same date, Target terminated its prior $3.0 billion five-year credit agreement and its $1.0 billion 364-day credit agreement, which were scheduled to expire in 2028 and October 2026. The filing says the other terms of the terminated agreements were substantially similar to the new facility, and it includes a leverage ratio covenant.

  • New $4.0 billion unsecured revolving credit facility expires August 14, 2031, with two one-year extension options.
  • Target may increase commitments by up to an additional $1.0 billion, subject to conditions.
  • Terminated a $3.0 billion facility dated October 18, 2021 (scheduled to expire October 18, 2028) and a $1.0 billion 364-day facility (scheduled to expire October 8, 2026).
  • Includes a leverage ratio financial covenant; obligations may be accelerated if an event of default is not cured or waived.
Read the filing on SEC.gov ↗

Thunder Bridge Capital Partners V closes $300.15 million IPO with full over-allotment

Neutral financing Written later 1.013.025.025.038.01

Thunder Bridge Capital Partners V, Ltd. closed its initial public offering of 30,015,000 units at $10.00 per unit on August 14, 2026, including 3,915,000 units from the full exercise of the underwriters' over-allotment option. The company is a special purpose acquisition company with no business combination yet, and all $300,150,000 of IPO and private placement proceeds was placed in a trust account, which shareholders can access only under the conditions set out in the filing.

  • 30,015,000 units sold at $10.00 each, including 3,915,000 units from the full over-allotment exercise, for gross proceeds of $300,150,000
  • Private placement of 747,000 units to the Sponsor and Cantor at $10.00 per unit, for approximately $7,470,000
  • $300,150,000 placed in a trust account with Continental Stock Transfer & Trust Company; funds are released only after an initial business combination, a qualifying shareholder vote, or a failure to complete a business combination within 24
  • Four directors, David Burg, Mary Anne Gillespie, Stewart J. Paperin and Allerd D. Stikker, were appointed August 12, 2026; units began trading under TBCVU on August 13, 2026
Read the filing on SEC.gov ↗
HNRGHALLADOR ENERGY CO Aug 14, 4:35 PM ET

Hallador Energy amends credit agreement, adds back up to $10 million in PPA payments to EBITDA

Neutral financing Written later 1.012.03

Hallador Energy entered into a Third Amendment to its Credit Agreement with Texas Capital Bank as administrative agent on August 11, 2026. The amendment changes how EBITDA is defined, allowing certain power purchase agreement exclusivity payments received in the quarter ended June 30, 2026 to be added back, up to $10 million in aggregate.

  • Amendment dated August 11, 2026, to the Credit Agreement originally dated March 5, 2026
  • Permits add-back to EBITDA of PPA exclusivity payments received in the quarter ended June 30, 2026, capped at $10,000,000
  • Texas Capital Bank serves as administrative agent; the full amendment is filed as Exhibit 10.1
Read the filing on SEC.gov ↗
DKLDelek Logistics Partners, LP Aug 14, 4:25 PM ET

Delek Logistics Closes 4.6 Million Unit Offering at $50.00; Net Proceeds $220.8 Million

Neutral financing Written later 7.01

Delek Logistics Partners closed its underwritten public offering of 4,600,000 common units at $50.00 per unit, including 600,000 units from the underwriters' full exercise of their option. The partnership intends to use the approximately $220.8 million in gross proceeds after underwriting fees to repay revolving credit borrowings and for general partnership purposes. Delek Holdings bought none of the units, so its ownership of the partnership fell from 63.0% to approximately 58.0%.

  • Offering of 4,600,000 common units at $50.00 per unit closed, including 600,000 units from full exercise of the underwriters' option.
  • Approximately $220.8 million in proceeds, after underwriting fees, to repay revolving credit borrowings and for general partnership purposes.
  • Delek Holdings' ownership of common units declined from 63.0% before the offering to approximately 58.0% after closing.
  • Truist Securities, Mizuho, and Raymond James & Associates acted as joint book-running managers.
Read the filing on SEC.gov ↗
GXAIGAXOS.AI INC. Aug 14, 4:20 PM ET

Gaxos.ai Inc. Warrant Holders Exercise for $3.6 Million at Reduced $1.20 Price

Mixed financing Written later 1.013.028.01

Gaxos.ai agreed with holders of existing warrants to exercise 3,007,654 shares at a reduced price of $1.20 per share, down from original exercise prices of $2.33 to $3.32. In exchange, the company will issue new warrants for up to 6,015,308 shares at $0.95 per share, with a three-year term. Gross proceeds are expected to be about $3.6 million before placement agent fees and offering expenses, which would add cash for working capital but could increase the number of shares outstanding if the new warrants are exercised.

  • Existing warrants for 3,007,654 shares to be exercised at $1.20 per share, with gross proceeds of about $3.6 million expected before fees
  • New warrants for up to 6,015,308 shares at $0.95 per share, with a three-year term
  • H.C. Wainwright & Co. is placement agent, with a 7.0% cash fee and 1.0% management fee on exercise proceeds, plus warrants for 150,383 shares at $1.50
  • Closing expected on August 17, 2026; company to file a resale registration statement within 30 days of closing
Read the filing on SEC.gov ↗
ENVAEnova International, Inc. Aug 14, 4:16 PM ET

Enova raises NC LOC 2024 revolver to $300 million, prices $300.9 million notes

Positive financing Written later 1.012.038.01

Enova subsidiary NetCredit LOC Receivables 2024 amended its credit facility, raising the revolving commitment from $200 million to $300 million, extending the revolving period to February 21, 2029, extending maturity to February 21, 2030, and lowering the borrowing rate from SOFR + 5.50% to SOFR + 5.00%. Separately, an indirect subsidiary priced $300,886,000 of 2026-A Notes backed by unsecured consumer installment loans, with closing expected on or about August 21, 2026; the notes are not guaranteed by Enova.

  • Revolving commitment increases from $200 million to $300 million, with the revolving period extended to February 21, 2029.
  • Borrowing rate decreases from SOFR + 5.50% to SOFR + 5.00%; maturity extended from February 21, 2028 to February 21, 2030.
  • 2026-A Notes total $300,886,000: Class A $240,709,000 at 5.88%, Class B $44,341,000 at 7.68%, Class C $15,836,000 at 10.64%.
  • Notes are priced subject to market conditions, with anticipated closing on or about August 21, 2026; they are offered only to qualified institutional buyers and certain non-U.S. persons.
Read the filing on SEC.gov ↗
VICIVICI PROPERTIES INC. Aug 14, 4:15 PM ET

VICI Properties completes $1.75 billion notes offering to repay 2026 debt

Neutral financing Written later 1.012.03

VICI Properties L.P., the operating partnership of VICI Properties Inc., completed sales of $900 million of 5.400% notes due 2031 and $850 million of 5.750% notes due 2036 on August 14, 2026. It plans to use the proceeds to repay existing senior notes maturing in 2026, including $1.25 billion of 4.250% notes due December 2026 and $480.5 million of 4.500% notes due September 2026, which the filing says it expects to redeem on August 17, 2026.

  • $900 million of 5.400% notes due October 15, 2031, issued at 99.966% of par value
  • $850 million of 5.750% notes due October 15, 2036, issued at 98.375% of par value
  • Proceeds intended to repay $1.25 billion of 4.250% notes due December 2026 and $480.5 million of 4.500% notes due September 2026, with redemption expected August 17, 2026
  • The notes are unsecured, are not guaranteed by VICI Properties Inc., and pay interest semi-annually starting April 15, 2027
Read the filing on SEC.gov ↗

Martin Marietta issues $5.5 billion in senior notes to fund Lhoist North America deal

Neutral financing Written later 1.012.038.01

Martin Marietta issued $5.5 billion of senior unsecured notes in five series maturing 2029 through 2056, with the proceeds, along with a $1.5 billion term loan, earmarked for the cash purchase of Lhoist North America. The notes carry a special mandatory redemption at 101% of principal if the acquisition is not completed or is abandoned, which adds a repayment risk for shareholders if the deal falls through.

  • Five series totaling $5.5 billion: $750 million due 2029, $1.25 billion due 2032, $1 billion due 2034, $1.5 billion due 2036 and $1 billion due 2056
  • Coupons range from 4.850% (2029 notes) to 6.375% (2056 notes)
  • Proceeds plus a $1.5 billion senior unsecured term loan will pay the cash consideration for the Lhoist North America acquisition
  • Closing of the offering is expected in the third quarter of 2026, subject to customary conditions
Read the filing on SEC.gov ↗
PSQHPSQ Holdings, Inc. Aug 14, 4:11 PM ET

PSQ Holdings sells $1.3 million of stock to its directors in private placement

Neutral financing Written later 1.013.02

PSQ Holdings, Inc. agreed on August 13, 2026 to sell 361,385 shares of Class A common stock at $3.60 per share to a group of its directors and their affiliated entities, raising $1,301,000 in gross proceeds before expenses, and the deal closed the same day. The company plans to use the proceeds for working capital and general corporate purposes, and it agreed to file a registration statement covering the shares with the SEC within 90 days of closing.

  • Shares sold: 361,385 Class A common shares at $3.60 each, for gross proceeds of $1,301,000 before offering expenses.
  • Buyers are directors of the company, including Davis Pilot III, Donald J. Trump, Jr., Blake Master, Willie Langston, James Celli and Caitlin Long, or their affiliated entities.
  • The private placement closed on August 13, 2026, and the shares are not registered under the Securities Act.
  • The company must file a registration statement within 90 days of closing.
Read the filing on SEC.gov ↗
VUZIVuzix Corp Aug 14, 4:10 PM ET

Vuzix sets up $100 million at-the-market share sale program with Jefferies

Neutral financing Written later 1.01

Vuzix entered an Open Market Sales Agreement with Jefferies LLC under which it may sell up to $100,000,000 of common stock from time to time at its discretion. The agreement replaces a prior Jefferies sales agreement from February 9, 2024, under which no sales will be made. Because new shares would be issued into the market, the program could dilute existing shareholders if the company uses it.

  • Agreement dated August 14, 2026 with Jefferies LLC as sales agent, covering up to $100,000,000 aggregate offering price
  • Jefferies commission is 3.0% of gross proceeds, plus reimbursement of certain expenses
  • Sales will be made under an effective Form S-3 (File No. 333-276997) and a prospectus supplement dated August 14, 2026
  • Replaces the prior Sales Agreement from February 9, 2024; no sales will be made under that prior agreement
Read the filing on SEC.gov ↗

Zentalis prices 23 million share offering at $3.50, expects $75.1 million net proceeds

Neutral financing Written later 8.01

Zentalis Pharmaceuticals entered an underwriting agreement on August 13, 2026 to sell 23,000,000 new common shares at $3.50 per share, before underwriting discounts. The company estimates net proceeds of about $75.1 million, which it plans to use for clinical trials, regulatory filings, manufacturing, pre-commercial activities and general corporate purposes. Shareholders face dilution from the new shares, and the underwriters also hold a 30-day option to buy up to 3,450,000 more shares.

  • 23,000,000 shares offered at $3.50 per share, less underwriting discounts and commissions
  • Estimated net proceeds of approximately $75.1 million after discounts and offering expenses
  • Underwriters have a 30-day option to buy up to 3,450,000 additional shares
  • Closing expected on August 17, 2026, subject to customary conditions
Read the filing on SEC.gov ↗
ACHVACHIEVE LIFE SCIENCES, INC. Aug 14, 4:09 PM ET

Achieve Life Sciences files $150.0 million at-the-market share sale program

Neutral financing Written later 8.01

On August 14, 2026, Achieve Life Sciences entered into an Open Market Sale Agreement with Jefferies LLC, allowing the company to sell up to $150.0 million of common stock at its sole discretion. Sales would dilute existing shareholders, and the company says proceeds will fund cytisinicline commercialization, a Phase 3 trial for e-cigarette cessation, and working capital.

  • Up to $150.0 million of common stock may be sold through Jefferies as sales agent, at the company's discretion
  • Jefferies may receive compensation of up to 3.0% of aggregate gross proceeds, plus reimbursement of certain expenses
  • Shares are issued under a Form S-3 registration statement filed January 23, 2026, and a prospectus supplement filed August 14, 2026
  • The company has no obligation to sell shares and may suspend offers at any time
Read the filing on SEC.gov ↗
ORLYO REILLY AUTOMOTIVE INC Aug 14, 4:05 PM ET

O'Reilly Automotive sells $1.6 billion of senior notes due 2029, 2031 and 2037

Neutral financing Written later 1.01

O'Reilly Automotive issued and sold $1.6 billion of senior unsecured notes on August 14, 2026, in three series maturing in 2029, 2031 and 2037. The notes carry fixed rates from 4.800% to 5.550% and rank equally with the company's existing unsecured debt, which is a debt financing rather than a change in operations. The filing does not state how the proceeds will be used.

  • Issued $700 million of 4.800% notes due August 14, 2029, $500 million of 5.050% notes due August 14, 2031, and $400 million of 5.550% notes due March 14, 2037
  • Notes are not guaranteed by subsidiaries initially and are effectively junior to any future secured debt
  • Change of control repurchase price is 101% of principal plus accrued interest; an affiliate of the trustee was an underwriter
Read the filing on SEC.gov ↗

Clean Energy Technologies sells $178,410 convertible note to Pacific Pier Capital

Negative financing Written later 1.012.033.02

Clean Energy Technologies, Inc. sold Pacific Pier Capital II, LP a convertible promissory note with a principal amount of $178,410 for a purchase price of $150,000.80, and the company received net funding of $143,000.80 after $7,000 in Pacific Pier's legal expenses were deducted. The note carries 12% annual interest and can be converted into common stock at a discount to recent trading prices, which could dilute existing shareholders, and the company must obtain shareholder approval before issuing more than 2,000,000 shares to Pacific Pier.

  • Principal amount of $178,410 for a purchase price of $150,000.80; net funding of $143,000.80 after $7,000 in legal expenses
  • Note matures 12 months after its August 7, 2026 issue date and accrues 12% annual interest
  • Conversion price is 85% of the lowest daily VWAP over the prior 10 trading days, available six months after issue, with a 4.99% beneficial ownership limit
  • Issuance above 2,000,000 shares requires shareholder approval by November 7, 2026
Read the filing on SEC.gov ↗
DYAIDYADIC INTERNATIONAL INC Aug 14, 9:17 AM ET

Dyadic Raises $2.9 Million Through Share Sale and Warrant Placement

Mixed financing Written later 1.013.028.01

Dyadic International agreed on August 13, 2026 to sell 3,625,000 common shares at $0.795 each in a registered direct offering, plus warrants for another 3,625,000 shares in a concurrent private placement, for expected gross proceeds of about $2.9 million. The sale adds cash but also issues new shares and warrants that can dilute existing shareholders, and the company has agreed to a 90-day restriction on further share issuances.

  • 3,625,000 common shares sold at $0.795 per share in a registered direct offering
  • Common warrants for 3,625,000 shares sold at $0.005 each, exercisable at $0.84 per share
  • Expected gross proceeds of about $2.9 million before offering expenses, closing on or about August 14, 2026
  • Aegis Capital Corp. is the placement agent; company is restricted from further share issuances for 90 days after the Release Date
Read the filing on SEC.gov ↗
UCTTUltra Clean Holdings, Inc. Aug 14, 8:54 AM ET

Ultra Clean Holdings sets up $400 million at-the-market share sale program

Neutral financing Written later 1.01

Ultra Clean Holdings entered a sales agreement on August 14, 2026, allowing it to sell up to $400 million of common stock through an at-the-market offering using four sales agents. The company is not obligated to sell any shares and may suspend sales at any time, so the program's actual size and timing are at its discretion. Because new shares would add to the outstanding count, existing shareholders could see their ownership diluted if sales occur.

  • Maximum offering size is $400 million of common stock, with sales made at the company's discretion.
  • Sales Agents are UBS Securities LLC, Barclays Capital Inc., Craig-Hallum Capital Group LLC and Oppenheimer & Co. Inc.
  • Agents may receive commissions of up to 3.0% of gross offering proceeds.
  • Shares are issued under a Form S-3 shelf registration filed March 25, 2024 (Registration No. 333-278195).
Read the filing on SEC.gov ↗
DKLDelek Logistics Partners, LP Aug 14, 6:02 AM ET

Delek Logistics to sell 4 million common units at $50.00 each in public offering

Neutral financing Written later 1.01

Delek Logistics Partners agreed on August 12, 2026 to sell 4,000,000 common units to the public through underwriters led by Truist Securities, Mizuho Securities USA and Raymond James. The filing also gives the underwriters a 30-day option to buy up to 600,000 more units. The sale adds new units to the partnership's equity, which would dilute existing unitholders' ownership.

  • Underwriters hold a 30-day option to purchase up to 600,000 additional units on the same terms
  • Units are sold under a Form S-3 shelf registration filed April 26, 2024 and a prospectus supplement dated August 12, 2026
Read the filing on SEC.gov ↗
FOCLEDAP TMS SA Aug 14, 6:00 AM ET

EDAP TMS prices 8,425,000-ADS offering at $4.75 per ADS, net about $37.1 million

Mixed financing Written later 1.01

EDAP TMS agreed on August 11, 2026 to sell 8,425,000 American Depositary Shares at $4.75 each in an underwritten public offering, with closing expected August 14, 2026. Expected net proceeds of about $37.1 million will fund operating costs, capital expenditures and general corporate purposes, including working capital. The sale adds new shares that will dilute existing holders, and the underwriters hold a 30-day option to buy up to 1,263,750 more ADSs.

  • 8,425,000 ADSs offered at $4.75 per ADS before underwriting discounts and commissions
  • Expected net proceeds of about $37.1 million, before any sale under the underwriters' option
  • Underwriters hold a 30-day option to buy up to 1,263,750 additional ADSs
  • Executive officers and directors agreed to a 90-day lock-up, subject to exceptions and waiver by the representatives
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.