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).

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SYFSynchrony Financial Aug 14, 5:37 PM ET

Synchrony Financial's July net charge-off rate falls to 4.7% from 5.3% in June

Neutral other Written later 2.02

Synchrony furnished unaudited monthly charge-off and delinquency statistics for the 13 months ended July 31, 2026, under Item 7.01 of Form 8-K. The July net charge-off rate was 4.7%, down from 5.3% in June, while the 30+ day delinquency rate held at 4.2%. The company says it will continue monthly disclosures and will publish the last month of each quarter alongside its quarterly results.

  • Net charge-off rate was 4.7% in July 2026, versus 5.3% in June 2026.
  • 30+ day delinquency rate was 4.2% at July 31, 2026, unchanged from June 30, 2026.
  • Period-end loan receivables were $102.6 billion at July 31, 2026, up from $102.2 billion at June 30, 2026.
  • Adjusted net charge-off rate was 4.9% in July 2026, versus 5.2% in June; the company says monthly charge-off counts vary with cycle dates.
Read the filing on SEC.gov ↗
COFCAPITAL ONE FINANCIAL CORP Aug 14, 5:32 PM ET

Capital One July 2026 domestic card net charge-off rate 4.12%, auto 1.48%

Neutral other Written later 7.01

Capital One furnished monthly charge-off and delinquency metrics for the month ended July 31, 2026, as Exhibit 99.1 to this Form 8-K under Regulation FD. The filing reports credit metrics for its domestic credit card and consumer banking auto loan portfolios, with no change to earnings or guidance.

  • Domestic credit card: net charge-offs of $881 million, a 4.12% annualized rate, on average loans of $256,704 million
  • Domestic credit card: 30+ day performing delinquencies of $9,014 million, or 3.48% of period-end loans
  • Auto: net charge-offs of $111 million (1.48%), 30+ day performing delinquencies of $3,979 million (4.39%), and nonperforming loans of $571 million (0.63%)
Read the filing on SEC.gov ↗
UPWheels Up Experience Inc. Aug 14, 5:27 PM ET

Wheels Up Chief Sales Officer Mark Briffa to depart, settlement agreement signed

Neutral leadership Written later 5.02

Wheels Up Experience said its Chief Sales Officer, Mark Briffa, will leave the role and remain with the company to transition his duties through September 1, 2026. David Godsman, the Chief Digital Officer, will lead the global sales organization on an interim basis, and a settlement agreement dated August 12, 2026 sets out Briffa's separation payments and equity treatment.

  • Briffa agreed on August 10, 2026 to depart as Chief Sales Officer, with his transition running through September 1, 2026.
  • David Godsman takes interim leadership of global sales in addition to his Chief Digital Officer role.
  • Settlement agreement with subsidiary Air Partner Limited provides continued salary through December 31, 2026 and severance lump sums totaling £378,354.82, less deductions.
  • A full-year 2026 bonus is payable in 2027 subject to plan metrics; RSUs and PSUs vest on original schedules through September 1, 2027, and all other equity awards were forfeited.
Read the filing on SEC.gov ↗
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 ↗
JJACOBS SOLUTIONS INC. Aug 14, 5:01 PM ET

Jacobs Solutions: President Shannon Miller Moves to Special Advisor Role, Departs by Oct. 3

Neutral leadership Written later 5.02

Jacobs Solutions said its President, Strategy, Growth & Digital, Shannon Miller, transitioned from that role on August 10, 2026, and will serve as Special Advisor to the CEO until she leaves the company, no later than October 3, 2026. The filing gives no successor, financial effect, or reason for the change.

  • Shannon Miller's role as President, Strategy, Growth & Digital ended with a transition on August 10, 2026.
  • Miller will serve as Special Advisor to CEO Robert V. Pragada until her departure.
  • Her departure from the company is due no later than October 3, 2026.
  • The filing does not name a replacement or disclose compensation terms.
Read the filing on SEC.gov ↗

Actinium NYSE American accepts compliance plan; listing extended to November 27, 2027

Neutral legal/regulatory Written later 3.017.01

NYSE Regulation accepted Actinium's compliance plan on August 12, 2026, and granted a plan period through November 27, 2027, to regain compliance with NYSE American continued listing standards. The company's common stock will keep trading on NYSE American during the plan period, but the company remains out of compliance with Sections 1003(a)(ii) and (iii) of the Company Guide.

  • NYSE American notified the company on May 27, 2026, that it was not in compliance with Sections 1003(a)(ii) and (iii) of the Company Guide.
  • The company submitted its compliance plan on June 18, 2026, and NYSE Regulation accepted it in an August 12, 2026 letter.
  • The plan period runs through November 27, 2027, and the stock continues to trade under the symbol ATNM during this period.
  • If the company does not regain compliance or make progress consistent with the plan by the end of the period, NYSE Regulation may initiate delisting proceedings.
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 ↗
CXAICXApp Inc. Aug 14, 4:31 PM ET

CXApp Inc. announces 1-for-50 reverse stock split, effective August 18, 2026

Neutral shareholder Written later 3.035.038.01

CXApp Inc. (Nasdaq: CXAI) filed a certificate of amendment to combine every 50 shares of its common stock into one share, effective 12:01 a.m. Eastern Time on August 18, 2026. The company says the primary purpose is to raise the per-share price to regain and maintain compliance with Nasdaq's $1.00 minimum bid price rule. The split does not change any stockholder's percentage ownership, except for fractional share treatment, and the warrants' exercise price and share count are adjusted to match.

  • Ratio: 1-for-50; approximately 116,870,315 shares outstanding before the split would become approximately 2,337,407 shares
  • Trading under the symbol CXAI continues on the Nasdaq Capital Market with a new CUSIP number, 23248B 307, starting August 18, 2026
  • Public Warrants (CXAIW): exercise price rises from $11.50 to $575.00, and each warrant becomes exercisable for 1/50th of a share
  • Stockholders stated in the Annual Meeting on June 16, 2026 approved the split at a ratio between 1-for-5 and 1-for-100; the Board chose 1-for-50
Read the filing on SEC.gov ↗

Heron Therapeutics extends tax benefit preservation plan to August 14, 2029

Neutral shareholder Written later 1.013.03

Heron Therapeutics amended its Tax Benefit Preservation Plan, a shareholder rights arrangement generally designed to protect the company's tax attributes, extending its Final Expiration Date from August 14, 2026 to August 14, 2029. The filing does not describe a change in the company's financial results or operations, but the extension changes the length of the plan that shareholder rights are tied to.

  • Amendment No. 1 was entered into on August 13, 2026, with Computershare Trust Company, N.A. as rights agent.
  • The Final Expiration Date of the original plan, dated August 14, 2025, moves from August 14, 2026 to August 14, 2029.
  • The amendment is filed as Exhibit 4.1 and is incorporated into Item 3.03 as a material modification to rights of security holders.
Read the filing on SEC.gov ↗
DAVEDave Inc./DE Aug 14, 4:30 PM ET

Dave Inc. Director Yadin Rozov Resigns From Board, Citing Personal Reasons

Neutral leadership Written later 5.02

Dave Inc. disclosed that director Yadin Rozov resigned from its Board of Directors, effective immediately, after notifying the company on August 12, 2026. The company said the resignation was for personal reasons and not tied to any disagreement over operations, policies or practices. The filing does not name a replacement, so the board's size and composition after the departure are not stated.

  • Yadin Rozov notified Dave Inc. of his resignation from the Board on August 12, 2026, effective immediately.
  • The company states the resignation was for personal reasons and was not related to any disagreement with the company.
  • The filing does not identify a successor or any replacement director.
Read the filing on SEC.gov ↗
XZOExzeo Group, Inc. Aug 14, 4:29 PM ET

Exzeo Authorizes $25 Million Share Repurchase Program With One-Year Term

Neutral shareholder Written later 8.01

Exzeo Group's Board of Directors authorized a program to buy back up to $25 million of the company's common shares, subject to market conditions, as announced August 14, 2026. The program runs for one year, does not require the company to buy a set number of shares, and can be canceled or suspended at any time.

  • Authorized repurchase amount: up to $25 million of common shares
  • Program term: one year; no obligation to buy a specific number of shares
  • Purchases may be made in open market, block, or privately negotiated transactions, including under a Rule 10b5-1 plan
  • Announced August 14, 2026 in Exhibit 99.1 press release
Read the filing on SEC.gov ↗
TPCTUTOR PERINI CORP Aug 14, 4:27 PM ET

Tutor Perini: EVP Civil West William Jensen to retire effective September 4, 2026

Neutral leadership Written later 5.02

Tutor Perini disclosed that William E. Jensen, Executive Vice President - Civil West, notified the company on August 11, 2026 of his decision to retire effective September 4, 2026. The filing does not name a successor or describe any change to compensation, and the company thanked him for his service.

  • William E. Jensen, Executive Vice President - Civil West, to retire
  • Notice of retirement given August 11, 2026
  • Retirement effective September 4, 2026
  • Filing does not name a successor
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 ↗

Applied Industrial Technologies adds Pamela Tomczik to board; Peter Wallace to retire

Neutral leadership Written later 5.02

Applied Industrial Technologies elected Pamela J. Tomczik, currently Senior Vice President, Treasurer and Business Development at Target Corporation, to its Board of Directors effective August 11, 2026. Director Peter C. Wallace submitted his retirement notice the same day under the company's director retirement policy, effective at the October 20, 2026 annual meeting of shareholders.

  • Pamela J. Tomczik, age 52, elected to the board on August 11, 2026, with a term expiring in October 2026; no committee appointments yet.
  • Tomczik has served as Senior Vice President, Treasurer and Business Development at Target Corporation since October 2022.
  • Peter C. Wallace gave notice of retirement from the board on August 11, 2026, under the director age-72 retirement policy, effective October 20, 2026.
  • Tomczik will receive non-employee director compensation and enter an Indemnification Agreement with Applied.
Read the filing on SEC.gov ↗

U.S. Physical Therapy names Nchacha Etta CFO effective September 1, 2026

Neutral leadership Written later 1.015.028.01

U.S. Physical Therapy appointed Nchacha Etta as Executive Vice President and Chief Financial Officer, effective September 1, 2026, ending Jason Curtis's role as interim CFO. Etta's employment agreement sets a $625,000 base salary and equity grants of about $550,000 and $200,000, with severance and change-in-control benefits that shareholders may want to note.

  • Base salary of $625,000 per year, plus discretionary bonuses set by the Board or compensation committee
  • Initial restricted stock grant of about $550,000 vesting in equal quarterly installments over four years
  • Change-in-control benefit of $283,333; termination without cause or for good reason triggers two years of base pay plus bonus-related payments
  • Jason Curtis, SVP Finance and Accounting, stops serving as interim CFO and remains SVP
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 ↗
CSRCENTERSPACE Aug 14, 4:15 PM ET

Centerspace completes $318.8 million sale of 14 apartment communities

Neutral m&a Written later 2.01

Centerspace completed the sale of 14 multifamily apartment communities and a note receivable, with aggregate gross proceeds of approximately $318.8 million, under a portfolio optimization and deleveraging plan. The company says it expects to use the proceeds to reduce debt and may pay a special distribution of about $50.0 million to $60.0 million to shareholders, though the distribution has not been declared.

  • Four purchase agreements with three unaffiliated buyers covered 14 communities in Denver, Minnesota, Rapid City, South Dakota, and Bismarck, North Dakota, plus a note receivable.
  • The Denver, Minnesota, and Rapid City transactions closed in staggered closings in June and July 2026; the Bismarck transaction closed on August 11, 2026.
  • The company paid $25 million on its unsecured credit facility after the Denver closing and expects to use net proceeds to repay the remaining balance.
  • The company determined the transactions together constituted a significant disposition of assets; a potential special distribution of $50.0 million to $60.0 million is under evaluation.
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 ↗
HRBH&R BLOCK INC Aug 14, 4:08 PM ET

H&R Block directors Robert Gerard and Matthew Winter to retire at November 2026 meeting

Neutral leadership Written later 5.02

H&R Block said on August 12, 2026, that directors Robert A. Gerard and Matthew E. Winter will retire and not stand for re-election at the 2026 Annual Meeting in November. The company said their decisions were not due to any disagreement over operations, policies, or practices. Gerard served as Chairman for almost 14 years, and Winter chaired the Compensation Committee.

  • Robert A. Gerard and Matthew E. Winter notified the Board on August 12, 2026.
  • Both will remain directors until the 2026 Annual Meeting of Shareholders in November.
  • Gerard served as Chairman of the Board for almost 14 years; Winter was Chair of the Compensation Committee.
  • The filing states no disagreement with the company on operations, policies, or practices.
Read the filing on SEC.gov ↗

Voyager Technologies recasts three years of results for its new two-segment structure

Neutral other Written later 8.01

Voyager Technologies filed an 8-K to recast its audited financial statements and segment disclosures for the three years ended December 31, 2025, after combining two defense and space segments into one. The filing says it does not amend or restate the audited statements in the 2025 Form 10-K, and it reports no new financial results or events after that report.

  • Effective the quarter ended March 31, 2026, the Defense and National Security and Space Solutions segments were combined into Defense and Space Technologies.
  • The company now has two reportable segments: Defense and Space Technologies and Starlab Space Stations.
  • The recast covers each of the three years ended December 31, 2025, and the 2025 Form 10-K was filed with the SEC on March 10, 2026.
  • The filing states it does not amend or restate the audited consolidated financial statements in the 2025 Form 10-K.
Read the filing on SEC.gov ↗
HWKNHAWKINS INC Aug 14, 4:06 PM ET

Hawkins Inc. Director Yi Tang Resigns From Board, Effective Immediately

Neutral leadership Written later 5.02

Hawkins, Inc. said director Yi "Faith" Tang resigned from its Board of Directors and all board committees, effective immediately, after notifying the company on August 13, 2026. The filing states her resignation was not due to any disagreement with the company on its operations, policies or practices.

  • Yi "Faith" Tang resigned from the Board of Directors and its committees.
  • Notice was given on August 13, 2026; the resignation is effective immediately.
  • The filing states there was no disagreement relating to company operations, policies or practices.
Read the filing on SEC.gov ↗
CORCencora, Inc. Aug 14, 4:06 PM ET

Cencora director Lorence Kim resigns from board, citing new CFO role elsewhere

Neutral leadership Written later 5.02

Cencora director Lorence H. Kim informed the company on August 13, 2026 of his intent to resign from the Board effective immediately. He cited his appointment as Chief Financial Officer of Commonwealth Fusion Systems, Inc. and the need to devote more time to that role, and said the resignation involves no disagreement with the company on its operations, policies or practices.

  • Resignation from the Board of Directors is effective immediately, informed on August 13, 2026 after the quarterly board meeting.
  • Dr. Kim cited his appointment as Chief Financial Officer of Commonwealth Fusion Systems, Inc. as the reason.
  • The filing states there was no disagreement with the company on operations, policies or practices.
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 ↗
POWIPOWER INTEGRATIONS INC Aug 14, 4:05 PM ET

Power Integrations SVP of Operations Sunil Gupta to resign effective August 25, 2026

Neutral leadership Written later 5.02

Power Integrations said Senior Vice President of Operations Sunil Gupta notified the company on August 11, 2026 of his intent to resign, effective August 25, 2026. The company said the resignation did not result from any disagreement over its operations, policies, or practices.

  • Sunil Gupta, Senior Vice President, Operations, gave notice of resignation on August 11, 2026
  • Resignation takes effect August 25, 2026
  • Company states the departure did not stem from any disagreement on operations, policies, or practices
Read the filing on SEC.gov ↗
NAMSNewAmsterdam Pharma Co N.V. Aug 14, 4:05 PM ET

NewAmsterdam Pharma names Robert Gunning principal accounting officer effective August 10

Neutral leadership Written later 5.02

NewAmsterdam Pharma appointed Robert W. Gunning as its principal accounting officer on August 10, 2026, succeeding Louise Kooij, whose previously announced departure takes effect August 31, 2026. Gunning joined the company as Vice President, Controller on the same day, and his offer letter sets a $375,000 base salary and a 30% target bonus.

  • Robert W. Gunning, age 55, appointed principal accounting officer on August 10, 2026
  • Succeeds Louise Kooij, whose departure is effective August 31, 2026
  • Offer letter dated July 24, 2026: $375,000 base salary, 30% target bonus, 3,200 RSUs and options on 14,000 shares
  • Previously served as Vice President Finance and Corporate Controller at Y-mAbs Therapeutics from April 2022 to April 2026
Read the filing on SEC.gov ↗

Prestige Consumer Healthcare SVP Operations Jeffrey Zerillo retires effective Aug. 14

Neutral leadership Written later 5.02

On August 10, 2026, Senior Vice President, Operations Jeffrey Zerillo notified Prestige Consumer Healthcare Inc. that he will retire from that role and all other positions he holds with the company, effective August 14, 2026. The filing does not name a successor or describe any separation or compensation terms, so shareholders have limited information on how the operations role will be filled.

  • Retirement notice given August 10, 2026
  • Retirement effective August 14, 2026, covering the SVP Operations role and all other positions held
  • Filing signed by Christine Sacco, Chief Financial Officer and Chief Operating Officer
  • No successor or separation terms disclosed in the filing
Read the filing on SEC.gov ↗
MNTSMomentus Inc. Aug 14, 4:01 PM ET

Momentus dismisses auditor Frank, Rimerman and engages Baker Tilly effective August 2026

Neutral other Written later 4.01

Momentus Inc. replaced its independent auditor, dismissing Frank, Rimerman + Co. LLP effective August 11, 2026, and appointing Baker Tilly US, LLP, which was engaged on August 12, 2026. The filing reports no disagreements with the former auditor and discloses a previously reported material weakness in internal control that the company says was remediated as of December 31, 2025.

  • Audit Committee approved the dismissal of Frank, Rimerman + Co. LLP on August 10, 2026, effective August 11, 2026.
  • Frank, Rimerman's report for the year ended December 31, 2024 included an explanatory paragraph on substantial doubt about the company's ability to continue as a going concern.
  • Baker Tilly US, LLP was appointed August 10, 2026 and the engagement agreement was executed August 12, 2026.
  • The 2024 Form 10-K disclosed a material weakness tied to misclassification errors, which the company says was remediated as of December 31, 2025.
Read the filing on SEC.gov ↗
CGCFCartesian Growth Corp IV Aug 14, 4:01 PM ET

Cartesian Growth IV to let CGCF shares and warrants trade separately from August 17

Neutral shareholder Written later 8.01

Cartesian Growth Corporation IV, a blank check company, said holders of its IPO units may begin separately trading Class A ordinary shares and warrants on or about Monday, August 17, 2026. Units not separated will keep trading under CGCFU, and separated shares and warrants will trade under CGCF and CGCFW on Nasdaq. The filing is administrative and does not describe a business combination or change in the company's financial position.

  • Separate trading of Class A ordinary shares and warrants begins on or about Monday, August 17, 2026
  • Separated shares and warrants trade on Nasdaq as CGCF and CGCFW; unseparated units continue as CGCFU
  • No fractional warrants will be issued; holders must work with their broker and Continental Stock Transfer & Trust Company to separate units
Read the filing on SEC.gov ↗
MHHMastech Digital, Inc. Aug 14, 4:00 PM ET

Mastech Digital awards CFO Kannan Sugantharaman 20,000 restricted stock units

Neutral leadership Written later 5.02

Mastech Digital, Inc. granted its Chief Financial and Operations Officer, Kannan Sugantharaman, 20,000 restricted stock units on August 10, 2026. The units vest in three installments over three years, which ties part of his compensation to continued service and to the company's share price.

  • Award of 20,000 restricted stock units dated August 10, 2026
  • Vesting: 6,667 units at one year, 6,667 at two years, and 6,666 at three years
  • Terms are set out in a Restricted Stock Unit Agreement, filed as Exhibit 10.1
Read the filing on SEC.gov ↗

StoneBridge Acquisition II waives $10,000 monthly admin fee owed to sponsor affiliate

Neutral other Written later 1.01

StoneBridge Acquisition II Corporation, a blank-check company, disclosed an August 10, 2026 waiver under which Scieniti LLC, an affiliate of its sponsor, irrevocably agreed to forgo its $10,000 monthly administrative services fee. The waiver covers all periods from October 1, 2025 until the earlier of a business combination or liquidation, so the company will not pay these fees for that period.

  • Monthly fee under the September 30, 2025 Administrative Services Agreement was $10,000 for office space, utilities and administrative support.
  • Scieniti LLC agreed on August 10, 2026 to irrevocably waive fees for periods starting October 1, 2025.
  • Waiver runs until the earlier of the company's initial business combination or its liquidation.
  • Full waiver text is filed as Exhibit 10.1.
Read the filing on SEC.gov ↗
OWLTOwlet, Inc. Aug 14, 12:56 PM ET

Owlet stockholders approve 600,000-share increase to 2021 equity incentive plan

Neutral shareholder Written later 5.025.07

At its August 12, 2026 annual meeting, Owlet stockholders approved Amendment No. 3 to the 2021 Incentive Award Plan, adding 600,000 shares available for issuance, plus annual increases through January 1, 2031. They also elected two Class II directors, approved executive pay on an advisory basis, and chose annual say-on-pay votes, so the outcome adds shares to the equity pool that could dilute existing holders.

  • Plan amendment approved by a combined vote of 15,195,347 for and 5,379,951 against, with 23,704 abstentions
  • Marc F. Stoll and Kurt Workman elected as Class II directors, serving until the 2029 annual meeting
  • Non-binding say-on-pay vote approved; stockholders favored annual say-on-pay votes (20,104,741 votes for one year)
  • PricewaterhouseCoopers LLP ratified as independent registered public accounting firm for fiscal 2026
Read the filing on SEC.gov ↗
LEGHLegacy Housing Corp Aug 14, 12:43 PM ET

Legacy Housing sets Oct. 28, 2026 virtual annual meeting and revises stockholder deadlines

Neutral shareholder Written later 8.01

Legacy Housing Corporation's board set October 28, 2026 as the date for its 2026 annual meeting, which will be held virtually, with a September 14, 2026 record date. Because the date moves more than 30 days from the anniversary of its 2025 meeting, the company revised the deadlines for stockholder proposals and director nominations, which matters to shareholders who want to submit items for the vote.

  • 2026 Annual Meeting set for Wednesday, October 28, 2026, at 11:00 a.m. Central Time, held solely by remote communication
  • Record date is close of business on September 14, 2026
  • Rule 14a-8 stockholder proposals must be received by September 4, 2026; other nominations and business by August 24, 2026
Read the filing on SEC.gov ↗
SWMRSwarmer, Inc Aug 14, 12:00 PM ET

Swarmer launches new corporate website at swarmer.com, Investor Relations moves to investors.swarmer.com

Neutral other Written later 7.01

Swarmer plans to launch a new corporate website and a new Investor Relations section, with the transition starting after 4:00 p.m. Eastern Time on August 14, 2026 and expected to finish by 9:30 a.m. Eastern Time on August 17, 2026. The company says it will use the new Investor Relations site to disclose material nonpublic information, so shareholders should monitor it alongside press releases, SEC filings and conference calls.

  • New corporate website: www.swarmer.com; Investor Relations: investors.swarmer.com
  • Transition starts after 4:00 p.m. ET on August 14, 2026; expected completion by 9:30 a.m. ET on August 17, 2026
  • Old addresses www.getswarmer.com, www.swarmer.tech, investors.getswarmer.com and investors.swarmer.tech will redirect to the new sites
  • Filing is furnished under Regulation FD and does not report financial results
Read the filing on SEC.gov ↗

Farmer Mac names Nader Pasdar chief business officer, Robert Maines chief operations officer

Neutral leadership Written later 5.027.01

Farmer Mac appointed Nader Pasdar as Executive Vice President and Chief Business Officer and Robert J. Maines as Executive Vice President and Chief Operations Officer, both effective August 17, 2026. Pasdar joins from Rabobank, where he was CEO of Rabo Securities, and Maines's salary rises to $440,000, so the changes reshape the senior leadership team that reports to CEO Zachary Carpenter.

  • Nader Pasdar becomes Executive Vice President and Chief Business Officer on August 17, 2026, reporting to CEO Zachary Carpenter.
  • Pasdar previously served as CEO of Rabo Securities and Managing Director, Head of Markets North America for Rabobank.
  • Robert J. Maines, age 58, becomes Executive Vice President and Chief Operations Officer effective August 17, 2026, with an annual salary of $440,000.
  • Maines will be considered for 2027 long-term equity incentive grants with a target value of not less than $225,000.
Read the filing on SEC.gov ↗
LHLABCORP HOLDINGS INC. Aug 14, 8:55 AM ET

Labcorp: Central Labs and International President Megan Bailey to resign effective Sept. 4

Neutral leadership Written later 5.02

Labcorp said executive Megan D. Bailey will resign as Executive Vice President and President, Central Laboratories and International, effective September 4, 2026. Brian J. Caveney, M.D., currently President of Early Development Research Laboratories and Chief Medical and Scientific Officer, will take a broader role effective September 1, 2026, overseeing Biopharma Laboratory Services along with the Early Development Research Laboratories and Central Laboratories businesses.

  • Megan D. Bailey notified the company of her resignation on August 11, 2026, effective September 4, 2026
  • Brian J. Caveney, M.D., takes on expanded role effective September 1, 2026
  • Caveney's new title: EVP and President, Biopharma Laboratory Services and Chief Medical and Scientific Officer
  • The filing does not state a replacement for Bailey's former role or any financial terms
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 ↗

Proficient Auto Logistics closes Hansen & Adkins acquisition, sells $75 million notes

Neutral m&a Written later 1.012.012.033.027.018.01

Proficient Auto Logistics completed its acquisition of Hansen & Adkins on August 13, 2026, paying an upfront price of about $130 million including about $75 million of assumed debt, with the balance paid in about $52 million of cash and 421,354 new common shares. The company also completed a $75.0 million private offering of 5.500% convertible senior notes due 2033, with an initial conversion price of about $6.50 per share, and the filing notes that new shares and conversions could dilute existing holders.

  • Hansen & Adkins acquisition completed August 13, 2026; upfront price about $130 million, including about $75 million of assumed debt
  • About $52 million paid in cash and 421,354 common shares issued to Steven Hansen; earnout of up to about $22.1 million, of which $2 million is payable in shares
  • $75.0 million 5.500% convertible senior notes due August 15, 2033; initial conversion price about $6.50 versus a $5.10 last sale price on August 11, 2026
  • Capped call transactions cost about $9.2 million; company estimates net note proceeds of $71.4 million and intends to use them to refinance indebtedness
Read the filing on SEC.gov ↗

Space Exploration Technologies completes $60.0 billion acquisition of Cursor

Neutral m&a Written later 2.013.02

Space Exploration Technologies Corp. completed its merger with Anysphere, Inc. (Cursor) on August 14, 2026, making Cursor a wholly owned subsidiary. Cursor's stock and vested restricted stock units were converted into the right to receive Class A common stock, based on an implied Cursor equity value of $60.0 billion. The filing does not state what percentage of the company's shares this represents, so the dilution to existing shareholders cannot be determined from this filing.

  • Merger became effective August 14, 2026, under a merger agreement dated June 16, 2026
  • Cursor common and preferred stock converted into 389,289,254 Class A shares, based on an implied equity value of $60.0 billion
  • Vested Cursor restricted stock units converted into 1,752,426 Class A shares before tax withholding
  • Unvested restricted stock units and stock options were assumed, covering about 29,128,326 restricted stock units and about 44,365,047 stock options
Read the filing on SEC.gov ↗
SHCSotera Health Co Aug 14, 7:17 AM ET

Sotera Health director James Neary resigns from board effective August 13, 2026

Neutral leadership Written later 5.02

Sotera Health director James C. Neary resigned from the board as a Class I director, effective August 13, 2026, after notifying the board on August 11, 2026. The company says the resignation was not due to any disagreement over operations, policies or practices, and the board reduced its size to eleven directors.

  • James C. Neary resigned as a Class I director, effective August 13, 2026
  • Notice of resignation given to the board on August 11, 2026
  • Company states no disagreement with management on operations, policies or practices
  • Board size fixed at eleven directors as of the effective date
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 ↗

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.