172 material Form 8-K filings that 152 companies we cover made with the SEC in September 2024, 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).
On September 29, 2024, EchoStar signed an Equity Purchase Agreement to sell DISH DBS, which runs its Pay-TV business, to DIRECTV Holdings LLC for $1 in cash plus the assumption of DBS net debt. The press release says closing is expected in the fourth quarter of 2025, subject to regulatory approvals and a debt exchange offer, and that EchoStar will reduce consolidated debt by about $11.7 billion at close. The deal removes the pay-TV business from EchoStar, and the outcome depends on regulatory approval and noteholder participation.
Consideration: $1 in cash plus assumption of DBS net debt outstanding at closing; DBS becomes a wholly owned subsidiary of DIRECTV Holdings LLC
Either party may terminate if the deal is not completed within 15 months of signing, extendable by up to two three-month periods
DBS is exchanging five note series with a total face value of about $9.75 billion, with a minimum principal reduction of $1.568 billion as a closing condition
TPG Angelo Gordon and DIRECTV provided $2.5 billion of financing to repay DBS's November 2024 debt maturity
Jabil reported fourth-quarter fiscal 2024 net revenue of $7.0 billion, down from $8.5 billion a year earlier, and core diluted EPS of $2.30, down from $2.45. Fiscal 2025 guidance calls for net revenue of $27.0 billion, below fiscal 2024's $28.9 billion, and the board approved a restructuring plan with $150 million to $200 million in pre-tax costs, which may weigh on shareholders in the near term.
Q4 fiscal 2024 net revenue was $6.96 billion versus $8.46 billion a year earlier; GAAP diluted EPS was $1.18 versus $1.15, helped by a $942 million divestiture gain for the fiscal year.
Fiscal 2025 outlook: net revenue of $27.0 billion, core operating margin of 5.4%, and core diluted EPS of $8.65.
The 2025 Restructuring Plan, approved September 24, 2024, is expected to cost $150 million to $200 million pre-tax, with net cash outlays of $100 million to $130 million.
The board authorized a share repurchase program of up to $1 billion.
Vishay Intertechnology said it is carrying out restructuring actions in phases to optimize its manufacturing footprint and streamline decision making under its Vishay 3.0 strategy. The company expects pre-tax cash charges of $38 million to $42 million, mostly in 3Q 2024, and at least $23 million in annualized cost savings once the program is fully implemented by the end of 2026.
Expected pre-tax cash charges of $38 million to $42 million, primarily severance, mostly in 3Q 2024
Three manufacturing facilities to close, including a Diodes back-end facility in Shanghai, China, by the end of 2026
Severance for about 170 SG&A employees and about 260 employees in manufacturing changes, with about 365 direct labor positions reduced
Annualized cost savings of at least $23 million by the end of 2026, with about $9 million immediate and about $12 million starting 1Q 2025
Darden Restaurants reported fiscal 2025 first-quarter sales of $2.8 billion, up 1.0%, but adjusted diluted earnings per share fell 1.7% to $1.75, while same-restaurant sales declined 1.1%. The company reiterated its full-year fiscal 2025 outlook of $9.40 to $9.60 in diluted earnings per share from continuing operations, excluding pending Chuy's acquisition costs, and declared a quarterly dividend of $1.40 per share.
Total sales rose 1.0% to $2.8 billion, helped by 42 net new restaurants; same-restaurant sales fell 1.1%.
Reported diluted EPS from continuing operations was $1.74, versus $1.60 a year earlier; adjusted EPS was $1.75, down 1.7%.
The company repurchased $172 million of stock and had $743 million remaining under a $1 billion authorization.
Quarterly dividend of $1.40 per share is payable November 1, 2024, to holders of record on October 10, 2024.
Ferguson reported fourth-quarter sales of $7.9 billion, up 1.4%, and full-year sales of $29.6 billion, down 0.3%, for the periods ended July 31, 2024. Reported diluted EPS fell 21.8% in the quarter to $2.23, mainly due to one-time, non-cash deferred tax charges from the new corporate structure, while adjusted EPS rose 7.6% to $2.98. The company also guided fiscal 2025 to low single digit net sales growth and a 9.0% to 9.5% adjusted operating margin.
Q4 net sales of $7,946 million, up 1.4%; reported diluted EPS of $2.23 versus $2.85 a year earlier
Full-year reported diluted EPS of $8.53, down 6.5%; adjusted diluted EPS of $9.69, down 1.5%
Discrete tax adjustments included $137 million in one-time, non-cash deferred tax charges tied to the Merger
FY2025 guidance: low single digit net sales growth, adjusted operating margin of 9.0% to 9.5%, and a $0.79 quarterly dividend payable November 8, 2024
RH reported second-quarter fiscal 2024 net revenues of $830 million, up 3.6% from a year earlier, but net income fell to $29 million from $76.5 million and diluted EPS fell to $1.45 from $3.36. The company also revised its full-year fiscal 2024 forecast, now calling for revenue growth of 5% to 7% and adjusted operating margin of 11% to 12%, which matters to shareholders because it sets the outlook for the rest of the year.
Q2 net revenues were $830 million, up 3.6%, while income from operations fell to $96 million from $151 million.
Net income was $29 million versus $76.5 million a year earlier; diluted EPS was $1.45 versus $3.36.
Full-year fiscal 2024 forecast: demand growth of 8% to 10%, revenue growth of 5% to 7%, adjusted operating margin of 11% to 12%, adjusted EBITDA margin of 17% to 18%.
Third-quarter forecast: revenue growth of 7% to 9% and adjusted operating margin of 15% to 16%; the company expects year-end backlog of about $80 million to $100 million.
Progress Software agreed to acquire substantially all assets of ShareFile, a business unit of Cloud Software Group, for about $875 million in cash and revolving credit, with closing expected within fiscal 2024. The company also said its third-quarter revenue and non-GAAP earnings per share are expected to be within or above the high end of prior guidance, and that it will suspend its quarterly dividend at closing to repay debt and fund future M&A and share repurchases.
Purchase price is approximately $875 million, subject to a $25 million working capital credit, with no financing condition.
ShareFile is expected to add more than $240 million in annual revenue and more than 86,000 customers.
Q3 revenue and non-GAAP EPS are expected within or above the high end of guidance issued June 25, 2024; full Q3 results are due September 24, 2024.
Quarterly dividend will be suspended as of the closing of the acquisition, with capital redirected to debt repayment, M&A and share repurchases.
UiPath reported fiscal second-quarter 2025 revenue of $316 million, up 10% year-over-year, and annual recurring revenue (ARR) of $1.551 billion, up 19%. The company still posted a GAAP operating loss of $103 million and said it raised its full-year profitability guidance, now calling for non-GAAP operating income of about $170 million. The board also authorized an additional $500 million in share repurchases and named CFO Ashim Gupta chief operating officer while he keeps the CFO role.
Q2 fiscal 2025 revenue of $316 million, up 10% year-over-year; ARR of $1.551 billion, up 19%.
GAAP operating loss of $103 million, versus $78 million a year earlier; net loss of $86 million.
Full-year fiscal 2025 guidance: revenue of $1.420 billion to $1.425 billion and non-GAAP operating income of about $170 million.
Board added $500 million to the buyback program, bringing total repurchase capacity to up to $554 million; Gupta named COO effective September 5, 2024.
G-III reported second-quarter fiscal 2025 results for the quarter ended July 31, 2024. Net sales fell 2% from a year earlier, while GAAP net income per diluted share rose to $0.53 from $0.35, and the company raised its fiscal 2025 earnings per share outlook to $3.94 to $4.04 while reaffirming its net sales forecast of $3.20 billion. The company also announced a license agreement for the Converse brand, with products expected to launch in Fall 2025.
Net sales fell 2% to $644.8 million from $659.8 million in the prior-year second quarter.
GAAP diluted EPS was $0.53 versus $0.35; non-GAAP diluted EPS was $0.52 versus $0.40.
Fiscal 2025 GAAP diluted EPS outlook raised to $3.94 to $4.04 from $3.58 to $3.68; net sales outlook unchanged at $3.20 billion.
Repaid $400 million senior secured notes due August 2025 and repurchased 1.2 million shares for $31.6 million.
Paylocity agreed on August 29, 2024 to acquire Airbase Inc., a spend management software provider, for about $325 million in cash through a merger, and announced the deal on September 4, 2024. The company expects the deal to be funded by revolving credit facility borrowings and to dilute adjusted EBITDA margin by about 100 basis points in fiscal 2025, which matters to shareholders because it adds debt-funded spending and lower near-term margins while expanding the company's product range.
Purchase price of approximately $325 million in cash, subject to customary adjustments, funded by revolving credit facility borrowings
Expected to represent about 1% of total revenue in fiscal 2025 and dilute adjusted EBITDA margin by about 100 basis points in fiscal 2025
Paylocity had $401.8 million of cash and cash equivalents as of June 30, 2024, and has $350 million remaining under its share repurchase authorization
Closing expected in the first or second quarter of fiscal 2025, subject to Hart-Scott-Rodino waiting period expiration and Airbase stockholder approval
Noble Corporation completed its acquisition of Diamond Offshore Drilling on September 4, 2024. Diamond shareholders received $5.65 in cash and 0.2316 Noble shares per Diamond share, with Noble paying about $591 million in cash and issuing about 24.2 million shares, which lifts Noble's share count to 167,279,702. Noble said it no longer expects investors to rely on its previously issued 2024 guidance, which it says no longer applies on a combined company basis.
Diamond holders received $5.65 in cash and 0.2316 Noble shares per Diamond share; Noble paid about $591 million in cash and issued about 24.2 million shares.
Cash portion was funded in part from the $800 million 8.000% Senior Notes due 2030 issued August 22, 2024.
Noble reports backlog of $6.7 billion after the Diamond rigs and about 4.8 rig years of ExxonMobil Guyana backlog were added; Noble says investors should not rely on its prior 2024 guidance.
Patrice Douglas, formerly a Diamond director, was appointed to Noble's board, which was increased to nine directors effective at the Effective Time.
Core & Main reported fiscal second-quarter 2024 net sales up 5.5% to $1.96 billion, helped by acquisitions, while net income fell 23.2% to $126 million and diluted EPS fell 7.6% to $0.61. The company lowered its full-year 2024 net sales and Adjusted EBITDA ranges, citing weather disruptions and lower end-market volumes, which matters to shareholders because it reduces the expected profit for the year.
Q2 net sales rose 5.5% to $1.96 billion; gross margin fell to 26.4% from 26.9%.
Full-year 2024 net sales range lowered to $7.3 to $7.4 billion; Adjusted EBITDA range lowered to $900 to $930 million.
Operating cash flow conversion range raised to 65% to 75% of Adjusted EBITDA.
Board approved a $500 million share repurchase program in June; net debt leverage was 2.7x as of July 28, 2024.
Greif reported fiscal third-quarter 2024 results for the period ended July 31, 2024. Net sales rose to $1,454.2 million, but net income attributable to Greif fell 3.5% to $87.1 million, and adjusted EBITDA fell 14.5% to $193.7 million, while net debt rose $701.5 million to $2,715.3 million, which matters to shareholders because it increases financial leverage even as the company raised its quarterly dividend.
Net sales increased to $1,454.2 million from $1,330.3 million a year earlier, mainly on higher average selling prices and volumes.
Diluted earnings per Class A share were $1.50, versus $1.55 a year earlier; excluding adjustments, they were $1.03, versus $1.75.
Net debt rose to $2,715.3 million and the leverage ratio increased to 3.66x from 2.17x in the prior-year quarter.
The Board declared a quarterly dividend of $0.54 per Class A share, up 2 cents from the prior quarter, payable October 1, 2024.
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.