BRK-BBERKSHIRE HATHAWAY INC
8-K2.025.025.035.079.01

May 7, 2026

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BRK-B 8-K — Smart Summary

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Berkshire Hathaway Inc. issued a press release on May 2, 2026 reporting first quarter 2026 earnings results. The filing also includes Berkshire's Amended and Restated By-Laws as amended and restated on May 3, 2026. Net earnings attributable to Berkshire shareholders were $10.1B in Q1 2026, up from $4.6B in Q1 2025.

Item 2.02Results of Operations and Financial Condition

Financial Highlights

  • Net earnings attributable to Berkshire shareholders: $10.1B in Q1 2026 vs. $4.6B in Q1 2025
  • Operating earnings (non-GAAP): $11.3B in Q1 2026 vs. $9.6B in Q1 2025
  • Investment gains (losses): ($1.2B) in Q1 2026 vs. ($5B) in Q1 2025
  • Unrealized losses on equity securities included in investment gains (losses): approximately ($7B) in Q1 2026 vs. approximately ($7.4B) in Q1 2025
  • After-tax realized gains on sales of investments: $5.8B in Q1 2026 vs. $2.4B in Q1 2025
  • Net earnings per average equivalent Class A Share: $7,027 in Q1 2026 vs. $3,200 in Q1 2025
  • Net earnings per average equivalent Class B Share: $4.68 in Q1 2026 vs. $2.13 in Q1 2025

Segment Results

  • Insurance-underwriting: $1.7B in Q1 2026 vs. $1.3B in Q1 2025
  • Insurance-investment income: $2.7B in Q1 2026 vs. $2.9B in Q1 2025
  • BNSF: $1.4B in Q1 2026 vs. $1.2B in Q1 2025
  • Berkshire Hathaway Energy Company: $1.1B in Q1 2026 vs. $1.1B in Q1 2025
  • Manufacturing, service and retailing: $3.2B in Q1 2026 vs. $3.1B in Q1 2025
  • Other (includes foreign currency exchange gains of $249M in 2026 and losses of $713M in 2025; also includes interest and dividend income of $967M in 2026 and $869M in 2025): $1.3B in Q1 2026 vs. $41M in Q1 2025

Capital Allocation

  • Class A equivalent shares outstanding as of March 31, 2026: 1,437,903
  • Average equivalent Class A shares outstanding: 1,438,124 in Q1 2026 vs. 1,438,223 in Q1 2025
  • Average equivalent Class B shares outstanding: 2,157,185,889 in Q1 2026 vs. 2,157,335,139 in Q1 2025
  • Insurance float as of March 31, 2026: approximately $176.9B, an increase of approximately $500M since yearend 2025
  • No dividends or share repurchase activity disclosed in the press release.

Management Commentary

  • No direct CEO or CFO quotes were included in the press release.
  • The press release states: 'The amount of investment gains (losses) in any given quarter is usually meaningless and delivers figures for net earnings per share that can be extremely misleading to investors who have little or no knowledge of accounting rules.'

Guidance

  • No forward guidance for next quarter or full year was provided in the press release.

Item 5.03Amendments to Articles of Incorporation or Bylaws

Amendments

  • Section 4 (Officers and Agents) — Updated officer roles and responsibilities to reflect Berkshire's current operating structure. Section 4.1 enumerates required officers as: Chief Executive Officer, Chief Financial Officer, Controller, Treasurer, Secretary, and optional officers including President, Vice-Chairmen, Senior Vice Presidents, Vice Presidents, Assistant Secretaries, and Assistant Treasurers. Section 4.5 provides that the President shall be the Chief Executive Officer, with the CEO having responsibility and power for management, oversight, supervision, and control of the Corporation's business. Section 4.6 specifies that any Vice-Chairman's powers are delegated by the Board or CEO. Section 4.7 defines the CFO's duties including general charge of financial affairs and, if no Treasurer or Controller is elected, assuming those duties as well. Section 4.8–4.12 define roles for Vice Presidents, Treasurer, Controller, Secretary, and Assistant Secretaries, with reporting lines updated to reference the CEO and/or CFO.
  • Section 6 (Capital Stock) — Section 6.1 updated the list of authorized officers who may sign stock certificates to include: the Chief Executive Officer, a Vice-Chairman, a Vice President, the Treasurer, an Assistant Treasurer, the Secretary, or an Assistant Secretary (any two authorized officers required).
  • Section 10 (Execution of Papers) — Section 10.1 updated the list of officers authorized to sign deeds, leases, transfers, contracts, bonds, notes, checks, drafts, and other obligations to: Chief Executive Officer, Vice-Chairman, Chief Financial Officer, Controller, Treasurer, Secretary, or one of the Vice Presidents. Section 10.2 updated guarantee execution authority to: Chief Executive Officer, Vice-Chairman, Chief Financial Officer, Vice President and Director of Financial Assets, Treasurer, or any other person authorized by the Board. Section 10.3 updated accounts and securities transaction authority to require any two of: Chief Executive Officer, Vice-Chairman, Chief Financial Officer, Vice President and Director of Financial Assets, Treasurer, and Controller, or any other person authorized by the Board.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

Appointments

  • Chief Financial Officer Charles C. Chang — succeeding Marc D. Hamburg as Berkshire's CFO; effective June 1, 2026

Executive Compensation

  • Charles C. Chang — annual cash salary of $8,000,000 in his new role as Chief Financial Officer effective June 1, 2026
  • Marc D. Hamburg — retirement benefit of up to 30 flight hours per year on a mid-sized NetJets aircraft for a term starting June 1, 2026 and ending no later than May 31, 2037 (benefit extends to his spouse if he predeceases her); Berkshire will provide tax gross-up payments to cover imputed tax expenses related to the travel benefit; Berkshire estimates its cost of providing this benefit will be approximately $490,000 per year

Departures

  • Chief Financial Officer Marc D. Hamburg — retiring as Berkshire's Chief Financial Officer; effective June 1, 2026; retirement benefit includes up to 30 flight hours per year on a mid-sized NetJets aircraft for a term starting June 1, 2026 and ending no later than May 31, 2037, plus tax gross-up payments to cover imputed tax expenses related to the travel benefit (estimated cost approximately $490,000 per year); benefit extends to his spouse if he predeceases her

Item 5.07Submission of Matters to a Vote of Security Holders

Director Elections

  • Gregory E. Abel — 431,852 for / 3,454 withheld (99.21% approval)
  • Howard G. Buffett — 428,007 for / 7,299 withheld (98.33% approval)
  • Susan A. Buffett — 427,052 for / 8,254 withheld (98.10% approval)
  • Warren E. Buffett — 424,675 for / 10,631 withheld (97.56% approval)
  • Stephen B. Burke — 403,648 for / 31,658 withheld (92.73% approval)
  • Kenneth I. Chenault — 410,696 for / 24,610 withheld (94.35% approval)
  • Christopher C. Davis — 426,119 for / 9,187 withheld (97.89% approval)
  • Susan L. Decker — 386,648 for / 48,658 withheld (88.82% approval)
  • Charlotte Guyman — 381,226 for / 54,080 withheld (87.57% approval)
  • Ajit Jain — 430,489 for / 4,817 withheld (98.89% approval)
  • Thomas S. Murphy, Jr. — 410,831 for / 24,475 withheld (94.38% approval)
  • Wallace R. Weitz — 429,478 for / 5,828 withheld (98.66% approval)
  • Meryl B. Witmer — 427,348 for / 7,958 withheld (98.17% approval)

Item 2.02

  • On May 2, 2026, Berkshire Hathaway Inc. issued a press release announcing the Company's earnings for the first quarter ended March 31, 2026.
  • The press release is attached as Exhibit 99.1 and incorporated by reference.

Management Proposals

  • Advisory vote on executive compensation (Proposal 2) — 403,351 for / 30,251 against / 1,703 abstain (92.07% approval) — passed
  • Advisory vote on the frequency of an advisory vote on executive compensation (Proposal 3) — 143,050 for 1 year / 1,715 for 2 years / 288,858 for 3 years / 924 abstain — 3 years received the plurality of votes cast

Shareholder Proposals

  • Shareholder proposal requesting a report on Board oversight framework for workforce and human-capital management across operating subsidiaries (Proposal 4) — 65,023 for / 367,387 against / 2,895 abstain (15.03% approval) — failed
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