295 material Form 8-K filings that 257 companies we cover made with the SEC in December 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).
Hawaiian Electric Industries (HEI) closed the sale of 90.1% of American Savings Bank (ASB) to independent investors on December 31, 2024, for an aggregate cash price of $405.45 million, implying a $450 million valuation for the bank. HEI keeps a 9.9% stake and says it will use the proceeds to reduce holding company debt and fund wildfire settlement contributions and utility initiatives, while it expects to exit savings and loan holding company regulation.
HEI sold 90.1% of ASB common stock for an aggregate purchase price of $405,450,000, closed December 31, 2024
Transaction values the bank at $450 million; HEI retains a 9.9% stake
Investors include ASB's executive officers and independent directors; no investor holds more than 9.9%
Proceeds are intended to reduce holding company debt and support wildfire settlement contributions and utility initiatives
Viad Corp completed the sale of its GES business to Truelink Capital for $535 million and is relaunching as Pursuit Attractions and Hospitality, Inc., with David Barry becoming President and CEO effective December 31, 2024. The company also reduced its board to seven directors, converted its 5.5% Series A Preferred Stock into about 6.7 million common shares, and will trade under the ticker PRSU starting January 2, 2025.
GES sale price of $535 million: $510 million paid at closing and $25 million due one year after closing, subject to adjustments
Cash proceeds were used to retire the 2021 Credit Facility, with excess cash added to the balance sheet
Steven W. Moster stepped down as CEO and director; he will serve as an advisor through March 1, 2025, with a $1,930,000 lump-sum severance payable on advisory-period expiration or qualifying termination
135,000 preferred shares converted into about 6.7 million common shares, bringing common shares outstanding to about 28 million
DT Midstream completed its acquisition of Guardian Pipeline, Midwestern Gas Transmission and Viking Gas Transmission from ONEOK parties effective 11:59 p.m. Central Time on December 31, 2024, for a $1.2 billion purchase price. The company said the deal expands its pipeline segment revenue contribution, backed by take-or-pay contracts with utility customers, but the filing does not provide financial results for the acquired assets.
Purchase price of $1.2 billion, paid in cash per the press release
Acquired pipelines have total capacity of more than 3.7 Bcf/d and about 1,300 miles across seven states
Purchase agreement dated November 19, 2024, with ONEOK Partners Intermediate Limited Partnership and Border Midwestern Company
No pro forma financial statements required, as the deal does not exceed 20% significance under Regulation S-X 3-05
Knowles completed the sale of its consumer MEMS microphones business to Syntiant Corp. on December 27, 2024, for $150 million in total consideration, made up of $70 million in cash and $80 million of Syntiant Series D-2 preferred stock. The closing is the final step in Knowles' evaluation of strategic alternatives for the business, and the cash payment remains subject to a customary post-closing adjustment. The filing's pro forma figures show how the business would have changed Knowles' 2024 results, with a nine-month net loss of $256.3 million becoming pro forma net earnings of $13.0 million once the discontinued operation is removed.
Sale closed December 27, 2024; Knowles issued a press release on December 30, 2024
Syntiant paid $70 million in cash, subject to post-closing adjustment, and issued $80 million of Series D-2 preferred stock to a Knowles subsidiary
Knowles provided about $6.4 million in junior financing to Syntiant and offered a credit of up to $13.5 million toward separation costs
For the nine months ended September 30, 2024, reported net loss was $256.3 million, including a $269.3 million loss from discontinued operations; pro forma net earnings were $13.0 million
On December 20, 2024, KRC Holdings, an indirect subsidiary of Knife River Corporation, agreed to acquire 100% of the equity of Strata Corporation and Glacier Resources, Ltd., plus certain assets of Landmark Investments, L.L.C., for $454.0 million in cash, subject to customary purchase price adjustments. The deal is subject to customary closing conditions, including U.S. antitrust clearance under the Hart-Scott-Rodino Act, and Knife River expects to fund it with cash on hand and proceeds from new long-term debt. The filing also describes a $15.0 million termination fee payable by the buyer in certain circumstances, so the deal may not close.
Purchase price is $454.0 million in cash, subject to customary purchase price adjustments.
Buyer expects to fund the acquisition with cash on hand and proceeds from issuing long-term debt.
Either party may terminate if the deal is not completed by the Outside Date, nine months after HSR filings, extendable by three months and later by mutual agreement.
Buyer pays a $15.0 million termination fee if a court or government order permanently blocks the transaction and the order becomes final.
Northwest Bancshares, Inc. signed an Agreement and Plan of Merger with Penns Woods Bancorp, Inc. on December 16, 2024, under which Penns Woods will merge into Northwest. Penns Woods shareholders would receive 2.385 Northwest common shares for each Penns Woods share, and the merger is expected to close in the third quarter of 2025, subject to shareholder, regulatory and other closing conditions.
Exchange ratio: each Penns Woods common share converts into 2.385 Northwest common shares.
Expected closing: third quarter of 2025, pending shareholder approval and regulatory approvals, including the Federal Reserve Board.
Penns Woods director Richard A. Grafmyre to join Northwest's board at the Effective Time.
Penns Woods may owe Northwest a $10 million termination fee under specified circumstances.
Frontdoor, Inc. completed its purchase of 2-10 Home Buyers Warranty on December 19, 2024, for $585 million in cash, subject to customary adjustments. The company also entered an amended credit agreement with a $1.47 billion facility to refinance existing debt and fund the deal, with remaining funds planned for share repurchases or general corporate purposes.
Acquisition price: $585 million in all-cash consideration, subject to customary adjustments for cash, debt, working capital and other items at closing
New $1.47 billion credit facility: $417.75 million Term A loans (5-year), $800 million Term B loans (7-year), and a $250 million revolving facility
Term SOFR plus 1.75% for Revolving and Term A loans and Term SOFR plus 2.25% for Term B loans at the initial rates
Company says 2-10 immediately grows its customer base, revenue and earnings, but the filing gives no figures for these effects
Carlisle Companies closed its acquisition of the expanded polystyrene insulation segment of PFB Holdco, which includes the Plasti-Fab and Insulspan brands, for $259.5 million in cash, subject to customary purchase price adjustments. The company said the deal fits its Vision 2030 strategy and has no reported financial results in this filing, so its effect on earnings is not quantified here.
Cash consideration of $259,547,682, subject to customary purchase price adjustments
Transaction closed December 18, 2024; agreement signed October 17, 2024
Plasti-Fab is headquartered in Calgary, Alberta, with eight Canadian and three U.S. manufacturing locations
Seller was PFB Intermediate, LLC, a portfolio company of The Riverside Company
On December 17, 2024, Gentex agreed to acquire VOXX International through a merger in which VOXX stockholders would receive $7.50 per share in cash. Completion requires VOXX stockholder approval and regulatory approvals, including under the Hart-Scott-Rodino Act, and either party may terminate if the merger is not completed by June 17, 2025. Gentex's press release expects the deal to close in the first quarter of 2025 and to add $350 million to $400 million in annual revenue, but the filing does not state a total transaction value.
Merger consideration: $7.50 per share in cash for VOXX Class A and Class B common stock, less required withholding taxes
Termination fee of $7.5 million payable by VOXX to Gentex in certain circumstances
End Date of June 17, 2025; Gentex press release expects closing in the first quarter of 2025
Shalam-affiliated holders, including Chairman John J. Shalam, agreed to vote their VOXX shares in favor of the merger
Berkshire Hills Bancorp and Brookline Bancorp signed a merger agreement on December 16, 2024, under which Brookline will combine with Berkshire, with Berkshire as the surviving company. Each Brookline share will convert into 0.42 of a Berkshire share, and the deal is subject to shareholder and regulatory approvals with closing anticipated in the second half of 2025. Berkshire is also selling 3,448,275 shares in a private placement at $29.00 per share, which would dilute existing Berkshire holders.
Each Brookline share converts into 0.42 of a Berkshire share; deal value is about $1.14 billion, or $12.68 per Brookline share
Pro forma ownership: 51.2% Berkshire, 44.8% Brookline, 4.1% new investors
Private placement of 3,448,275 shares at $29.00 per share, about $100.0 million gross proceeds, expected to close December 19, 2024
A termination fee of $45.0 million is payable by either company in certain circumstances
Acadia Pharmaceuticals completed the sale of its Rare Pediatric Disease Priority Review Voucher on December 11, 2024, after the Hart-Scott-Rodino waiting period expired. The company received $150.0 million at closing, and one third of the net proceeds are payable to Neuren Pharmaceuticals under a 2023 joint venture and license agreement, so shareholders will receive less than the full amount.
Sale closed December 11, 2024, after the Hart-Scott-Rodino waiting period expired.
Company received $150.0 million at closing under the PRV Transfer Agreement dated November 5, 2024.
One third of the net proceeds from the voucher sale are payable to Neuren Pharmaceuticals Limited under a July 13, 2023 agreement.
The voucher was received in March 2023 with FDA approval of DAYBUE (trofinetide) for Rett syndrome.
On December 10, 2024, Gen Digital entered into a merger agreement with MoneyLion, under which a Gen Digital subsidiary will merge with MoneyLion and MoneyLion will survive as a wholly owned subsidiary of Gen Digital. Each outstanding MoneyLion Class A share will be converted into $82.00 in cash and one contingent value right (CVR) issued by Gen Digital. Closing depends on conditions including a majority stockholder vote at MoneyLion, expiration of Hart-Scott-Rodino waiting periods, and certain governmental approvals, and the deal can be terminated if not completed by September 10, 2025, subject to extension.
Cash consideration of $82.00 per MoneyLion Class A share plus one CVR issued by Gen Digital
Merger agreement includes a 45-day go-shop period permitting MoneyLion to solicit alternative acquisition proposals
Termination Date is September 10, 2025, automatically extended to December 10, 2025 if certain regulatory approvals remain unsatisfied
Closing requires adoption by holders of a majority of MoneyLion voting power and expiration of Hart-Scott-Rodino waiting periods
On December 8, 2024, Omnicom agreed to merge with The Interpublic Group of Companies (IPG) in a deal where IPG survives as a wholly owned Omnicom subsidiary. Each share of IPG common stock would convert into 0.344 shares of Omnicom common stock, with cash paid for fractional shares and certain IPG equity awards settled in cash. Completion depends on stockholder approvals from both companies, antitrust and foreign investment clearances, and other conditions, so IPG and Omnicom shareholders face a deal that is not yet final.
Each IPG common share converts into 0.344 Omnicom common shares at the Effective Time.
Omnicom would pay IPG $676 million if the Merger Agreement is terminated over an Omnicom board recommendation change or willful non-solicitation breach; IPG would pay Omnicom $439 million in the parallel cases.
Philippe Krakowsky, IPG's chief executive, would become Omnicom Co-President and Co-Chief Operating Officer, and three IPG-designated directors would join the Omnicom board.
The merger must close by December 8, 2025, which may be extended to June 8, 2026 if certain regulatory approvals are not obtained.
On December 5, 2024, a wholly-owned subsidiary of TransMedics Group acquired one fixed-wing aircraft from A-JETS CZ, a.s. for approximately $13.9 million. The company says it will use all 19 aircraft it has acquired to date to transport donor organs under its National OCS Program. The filing reports no financial results, so the direct financial effect on shareholders is not quantified beyond the purchase price.
Buyer: TransMedics, Inc., a wholly-owned subsidiary of TransMedics Group, Inc.
Seller: A-JETS CZ, a.s.; purchase date December 5, 2024; price approximately $13.9 million
Fleet total: 19 aircraft acquired to date, including 18 in prior acquisitions
Stated use: transporting donor organs for the National OCS Program
Addus HomeCare Corporation said its subsidiary completed the purchase of the personal care business of Curo Health Services, which does business as Gentiva, on December 2, 2024. The cash price was $350 million, subject to customary adjustments, and the deal adds operations in seven states, including Texas and Missouri, where the company says it will become the largest personal care provider in Texas. The filing does not include financial results for the acquired business, and the company's financial statements for the deal will be filed by amendment.
Purchase price: $350 million in cash, subject to customary working capital and other adjustments
Company states the acquired business adds annualized revenues of approximately $280 million
Funded through the existing revolving credit facility and part of the proceeds of a June 28, 2024 public offering of common stock
Operations in Arizona, Arkansas, California, Missouri, North Carolina, Tennessee and Texas; acquired financial statements and pro forma information to follow by amendment
Perdoceo Education completed its acquisition of University of St. Augustine Parent Corp. on December 2, 2024, paying an aggregate cash price of $138.0 million net of cash acquired, subject to post-closing adjustments and escrow. The company reaffirmed its full-year 2024 adjusted operating income outlook of $188 million to $191 million and expects the deal to be accretive to adjusted operating income beginning in 2025.
Cash purchase price of $138.0 million net of cash acquired, subject to customary post-closing adjustments and escrow arrangements
Target had unaudited revenues of approximately $114M and unaudited operating income of approximately $10.5 million for the nine months ended September 30, 2024
Perdoceo reaffirmed its full-year 2024 adjusted operating income outlook of $188 million to $191 million
Company expects the deal to be accretive to adjusted operating income immediately beginning in 2025
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.