287 material Form 8-K filings that 250 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).
Western Alliance Bancorporation disclosed that CEO Kenneth Vecchione will take a leave of absence to undergo bypass surgery, starting the following Monday. Vice Chair and CFO Dale Gibbons will serve as interim CEO in addition to his existing duties, with the Board describing its succession planning as prepared for this situation.
Kenneth A. Vecchione, President and CEO, informed the Board of a leave of absence to undergo bypass surgery
Dale Gibbons, Vice Chair and CFO, appointed interim CEO effective December 16, 2024
Chief Banking Officers Tim Bruckner and Steve Curley will join Gibbons on an Executive Committee during the leave
Vecchione expects to return late in the first quarter, according to his letter
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
Trimble obtained a fourth consent and waiver on December 9, 2024, extending to January 10, 2025 the deadline to deliver financial reports for three past quarters and waiving any default resulting solely from the late filings. The company says its internal controls assessment is nearing completion and expects to file the delayed Forms 10-Q roughly two weeks after that assessment, meaning the reporting delays continue.
Fourth Consent and Waiver dated December 9, 2024 extends the Financial Reporting Deadline to January 10, 2025
Covers fiscal quarters ending March 29, 2024, June 28, 2024 and September 27, 2024
Lenders and Bank of America, N.A., as Administrative Agent, agreed to waive defaults resulting solely from the non-delivery
Company expects to file the three delayed Forms 10-Q in approximately two weeks after the internal controls assessment is complete
At its December 10, 2024 annual meeting, ScanSource shareholders approved the 2024 Omnibus Incentive Compensation Plan, which replaces the 2021 plan for future grants. All eight director nominees were elected, and shareholders also approved the advisory say-on-pay vote and ratified Grant Thornton LLP as auditors for fiscal 2025.
2024 Plan reserves 2,234,543 shares of common stock for awards, plus shares from 2021 Plan awards that later become available
No further awards will be granted under the 2021 Plan; outstanding 2021 awards continue under their terms
Plan approval received 19,590,961 for votes and 1,215,191 against votes
Shareholders represented by proxy held 89.5% of outstanding common stock, or 21,501,384 shares
Morningstar said Michael Holt, its chief strategy officer since 2018, will become chief financial officer effective January 1, 2025, reporting to CEO Kunal Kapoor. The company said Jason Dubinsky will step down at the end of 2024 and move into a consulting role during a transition period. The filing also discloses Holt's pay package, which ties part of his long-term equity to total shareholder return over three years.
Holt's annual base salary will be $450,000, with an annual cash bonus target of 100% of base salary.
Annual equity targets are $275,000 in restricted stock units and $825,000 in market stock units.
Market stock units vest on the third anniversary of the grant date based on total shareholder return over that period.
Jason Dubinsky will step down at the end of 2024 and assume a consulting role through a transition period.
Mid-America Apartment Communities said CEO H. Eric Bolton, Jr. will retire effective March 31, 2025, and will become Executive Chairman while remaining Board Chairman. A. Bradley Hill, the company's President and Chief Investment Officer, will become President and CEO effective April 1, 2025. The filing describes the change as part of planned succession and states that Bolton's retirement is not due to any disagreement with the company.
Bolton's annual base salary decreases to $850,000 effective April 1, 2025, with a lower incentive award opportunity for 2025.
Hill's annual base salary increases to $750,000 effective April 1, 2025, with higher incentive award opportunities for 2025.
Hill joined MAA in 2010 and has over 21 years of real estate experience, according to the press release.
The filing was signed by A. Clay Holder, Executive Vice President and Chief Financial Officer.
VICI Properties' operating partnership agreed to sell $750 million of 5.125% senior notes due 2031, priced at 99.643% of par, with closing expected December 19, 2024. The company plans to use the estimated $740.1 million in net proceeds mainly to repay its $750.0 million of 3.500% senior notes due 2025, with any remainder for general corporate purposes.
Notes: $750 million aggregate principal, 5.125% coupon, maturing November 15, 2031
Issue price 99.643% of par; estimated net proceeds of about $740.1 million
Proceeds earmarked to repay $750.0 million of 3.500% senior notes due 2025
Offering expected to close December 19, 2024, subject to customary closing conditions
Wintrust Financial entered into an amendment to its credit agreement dated December 6, 2024, replacing Wells Fargo as administrative agent with U.S. Bank and removing Wells Fargo as a revolving credit lender. The amendment also extends the revolving credit maturity date from December 9, 2024 to December 5, 2025, which matters to shareholders as it extends the company's available revolving credit period.
Amendment dated December 6, 2024, with U.S. Bank, National Association as successor administrative agent, replacing Wells Fargo, National Association
Wells Fargo removed as a revolving credit lender; revolving credit exposure reallocated among remaining lenders
Revolving credit maturity date extended from December 9, 2024 to December 5, 2025
Astec Industries said Chief Accounting Officer and Corporate Controller Jamie E. Palm gave notice on December 6, 2024 that she will resign effective December 27, 2024, to pursue another opportunity. The company said her departure is not due to any disagreement over financial statements, operations, policies or accounting practices, and CFO Brian J. Harris will take on the principal accounting officer role after her departure.
Jamie E. Palm, Vice President, Chief Accounting Officer and Corporate Controller, gave notice of resignation on December 6, 2024
Resignation effective December 27, 2024; company states it is not related to any disagreement on accounting or financial matters
Brian J. Harris, current CFO and principal financial officer, will assume the principal accounting officer role after the resignation takes effect
GameStop reported third-quarter results for the period ended November 2, 2024, with net sales of $860.3 million, down from $1,078.3 million a year earlier. The company swung to net income of $17.4 million from a $3.1 million loss, but its operating loss widened to $33.4 million from $14.7 million, so the profit reflects $54.2 million of net interest income rather than operations. The filing also discloses that the audit committee selected KPMG to replace Deloitte as the independent auditor.
Net sales were $860.3 million versus $1,078.3 million in the prior-year third quarter; gross profit was $257.2 million versus $281.8 million.
Net income was $17.4 million versus a net loss of $3.1 million; operating loss was $33.4 million versus $14.7 million, and net interest income was $54.2 million.
Cash, cash equivalents and marketable securities were $4.616 billion at quarter end; the company completed its at-the-market offering, selling 20.0 million shares for about $400.0 million gross.
On December 6, 2024, the audit committee selected KPMG for fiscal 2025; Deloitte's dismissal takes effect after its audit of fiscal 2024, and no disagreements with Deloitte were reported.
Rogers Corporation appointed Laura Russell, its interim Chief Financial Officer since August 2024, to the permanent role of Senior Vice President, Chief Financial Officer and Treasurer, effective December 10, 2024. The filing also sets out her updated pay package, including a $475,000 base salary and a 75% target incentive award, which shareholders can review in the attached compensation letter.
Laura Russell becomes Senior Vice President, Chief Financial Officer and Treasurer effective December 10, 2024; the Board approved the appointment on December 9, 2024.
Annual base salary of $475,000 with a target incentive award of 75% of base salary.
Initial time-based restricted stock unit grant valued at $300,000, vesting in equal annual installments over three years.
Beginning in 2025, target annual long-term incentive grant valued at 230% of base salary, less the value of the initial grant for 2025.
Rambus and Micron Technology signed Amendment No. 3 to their Semiconductor Patent License Agreement on December 9, 2024, extending the patent license for memory and semiconductor products to 2029. The company says the extension keeps the existing licensing terms, and other terms of the amendment are confidential, so the filing gives no financial figures on its effect on revenue.
Amendment executed December 9, 2024, amending the license dated December 9, 2013 and earlier amendments from September 2, 2020 and December 1, 2020
Patent license for memory and semiconductor products extended to 2029, a five-year extension according to the press release
Press release dated December 10, 2024 says existing licensing terms are maintained; other terms and details are confidential
Company intends to file the full agreement as an exhibit to a later periodic report, with certain confidential portions redacted
Diebold Nixdorf announced a $950 million offering of senior secured notes due 2030 and launched a Dutch auction to repurchase up to $1,050 million of its term loans at 102.0% of principal. The company plans to use the proceeds, a new $310 million revolving credit facility and cash on hand to repay those term loans and its existing revolving credit borrowings. The closing of the notes offering and the new credit agreement are conditioned on each other, and the company says there is no assurance the new credit agreement will be completed.
$950.0 million of senior secured notes due 2030 offered, in reliance on Rule 144A and Regulation S exemptions from registration.
Dutch auction launched December 10, 2024 for up to $1,050.0 million of term loans at 102.0% of principal; expires 12:00 p.m. New York City time on December 13, 2024 unless extended or terminated.
As of December 6, 2024, lenders representing $1,035.3 million, or about 98.6%, of outstanding term loans agreed to submit return bids.
New $310.0 million revolving credit facility maturing December 2029, with Goldman Sachs Bank USA as administrative agent, expected at closing.
Academy Sports and Outdoors reported third-quarter fiscal 2024 net sales down 3.9% to $1.34 billion, with GAAP diluted EPS of $0.92 versus $1.31 a year earlier. The company narrowed its full-year fiscal 2024 guidance, cutting the top of its GAAP EPS range to $5.80 from $6.20 and its net sales ceiling to $5.94 billion from $6.08 billion, and its board approved a new $700 million share repurchase program.
Q3 net sales $1,343.3 million, down 3.9%; comparable sales down 4.9%
GAAP diluted EPS $0.92 vs $1.31 a year earlier; adjusted diluted EPS $0.98 vs $1.38
FY2024 GAAP EPS guidance narrowed to $5.50 to $5.80 from $5.45 to $6.20; net sales guidance $5.895 billion to $5.94 billion
Board approved $700 million buyback on December 4, 2024, with $423 million left under the prior program; quarterly dividend of $0.11 per share
Saia and certain subsidiaries signed Amendment No. 2 to their credit agreement on December 9, 2024. The amendment increases total commitments by $300 million to $600 million, expands the accordion feature to $300 million, and extends the maturity date from February 3, 2028 to December 9, 2029. For shareholders, the filing describes a larger, longer-dated credit facility with revised borrowing costs tied to the company's leverage ratio.
Aggregate commitments rise by $300 million to $600 million.
Accordion feature expands from $150 million to $300 million, subject to conditions and lender commitments.
Maturity extended from February 3, 2028 to December 9, 2029.
Term SOFR loan margin now 1.25% to 2.00%; unused fee now 0.175% to 0.30%, both based on the net lease adjusted leverage ratio.
Ollie's reported third-quarter fiscal 2024 net sales up 7.8% to $517.4 million and diluted earnings per share up 13.7% to $0.58, although comparable store sales fell 0.5%. The company also lowered its fiscal 2024 net sales and operating income ranges, which the filing attributes to third-quarter results, so shareholders face a slightly lower outlook despite the profit gain.
Diluted EPS of $0.58 versus $0.51 a year earlier; net income of $35.9 million
Comparable store sales decreased 0.5%, against a prior-year increase of 7.0%
Fiscal 2024 net sales outlook now $2.270 to $2.280 billion, down from $2.276 to $2.291 billion
Eric van der Valk will become CEO at the beginning of fiscal 2025, per CEO John Swygert
G-III Apparel reported third-quarter fiscal 2025 net sales of $1.09 billion, up 1.8% from a year earlier, while diluted earnings per share fell to $2.55 from $2.74. The company raised its fiscal 2025 GAAP diluted EPS guidance to $4.08 to $4.18 from $3.94 to $4.04, and total debt fell 52% year over year after it redeemed its senior secured notes.
Q3 net sales of $1.09 billion vs. $1.07 billion a year earlier; net income of $114.8 million vs. $127.6 million
Q3 diluted EPS of $2.55 vs. $2.74; non-GAAP diluted EPS of $2.59 vs. $2.78
Fiscal 2025 GAAP diluted EPS guidance raised to $4.08 to $4.18 from $3.94 to $4.04; net sales outlook cut to about $3.15 billion from about $3.20 billion
Total debt fell 52% to $224.2 million from $461.9 million after a $400.7 million payment in August 2024 to redeem the $400 million notes
UNFI reported first-quarter fiscal 2025 results for the 13 weeks ended November 2, 2024, with net sales up 4.2% to $7.9 billion and a net loss of $21 million, narrowed from $39 million a year earlier. The company raised its full-year outlook for all metrics except capital spending, including Adjusted EBITDA of $530 million to $580 million, which means results improved on both sales and profit measures for shareholders.
Net sales rose 4.2% to $7.9 billion; diluted loss per share was $(0.35) versus $(0.67) a year earlier
Adjusted EBITDA increased 14.5% to $134 million; Adjusted EPS was $0.16 versus $(0.04)
Updated fiscal 2025 outlook: net loss $(31) million to $(3) million, down from $(41) million to $(3) million; Adjusted EPS $0.40 to $0.80, up from $0.20 to $0.80
Free cash flow was $(159) million versus $(328) million; net debt to Adjusted EBITDA leverage was 4.2x
Southern Company said Stanley W. Connally, Jr. will become Executive Vice President and Chief Operating Officer effective January 1, 2025. He has held senior operations roles at the company and at Southern Company Services since 2018, and compensation for the new role has not yet been set.
Stanley W. Connally, Jr., 55, will become Executive Vice President and Chief Operating Officer on January 1, 2025.
Connally has been Executive Vice President for Operations of the Company and Chairman, President, and CEO of Southern Company Services since April 2021.
Compensation for the new role has not been decided; material changes will be reported in an 8-K amendment.
Ferguson reported results for the quarter ended October 31, 2024, with net sales up 0.8% to $7.8 billion, while reported operating profit fell 10.0% to $665 million and diluted EPS fell 7.9% to $2.34. The company left its fiscal 2025 guidance unchanged and declared a quarterly dividend of $0.83 per share, up 5% from a year earlier.
Net sales of $7.8 billion rose 0.8%; organic revenue declined 0.3% and acquisitions contributed 1.1%.
Reported diluted EPS was $2.34 versus $2.54 a year earlier; adjusted diluted EPS was $2.45, down 7.5%.
Fiscal 2025 guidance unchanged, including adjusted operating margin of 9.0% to 9.5% and capital expenditures of $400 million to $450 million.
Share repurchases totaled $256 million in the quarter; quarterly dividend of $0.83 is payable February 6, 2025 to holders of record on December 20, 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.