Fortune Brands Innovations, Inc. 8-K

What Happened

• On February 12, 2026, Fortune Brands Innovations, Inc. filed an 8‑K furnishing press releases reporting its fourth quarter and full‑year 2025 results and providing preliminary guidance for 2026. The company also announced a management transition: CEO Mr. Fink notified the Board on February 11, 2026 that he will resign as CEO and from the Board effective April 1, 2026. The Board appointed director Amit Banati as CEO effective May 13, 2026; Ms. Susan S. Kilsby was named interim Executive Chair and will serve as principal executive officer between Mr. Fink’s resignation and Mr. Banati’s start date.

Key Details

• Press releases dated February 12, 2026 were furnished as Exhibits 99.1 and 99.2 to the 8‑K (earnings and management transition).
• Amit Banati (age 57) will remain a Class II director while serving as CEO; his background includes CFO roles at Kenvue (since May 2025) and Kellanova/Kellogg leadership positions.
• CEO compensation per the offer letter: $1,100,000 base salary; annual bonus target 150% of base; long‑term incentive target $6,700,000 (50% performance shares, 25% RSUs, 25% options). One‑time “Make Whole” cash award of $8,000,000 (subject to pro rata repayment if he leaves voluntarily within three years) and $6,000,000 in Make Whole RSUs vesting equally over three years.
• Severance/benefits: eligible for the company’s post‑termination agreement with a severance multiple of 2x (3x if qualifying termination follows a change of control); Make Whole RSUs accelerate vesting in certain termination scenarios.

Why It Matters

• For investors, two items are material: the company’s reported Q4 and full‑year 2025 results and 2026 guidance (which can affect near‑term valuation and trading) and a planned CEO transition that changes leadership through mid‑2026.
• The CEO’s pay and one‑time awards are sizable and could affect future compensation expense and equity dilution; the severance/change‑of‑control terms are notable for assessing potential costs in certain outcomes.
• Retail investors should review the furnished press releases for the detailed earnings figures and guidance and monitor subsequent filings for the new CEO’s first‑quarter commentary and any strategic updates.