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).
On December 27, 2024, Scotiabank completed its final purchase of KeyCorp common stock for approximately $2.0 billion, bringing its stake to approximately 14.9%. KeyCorp also expanded its board to fifteen directors, adding Jacqueline Allard and Somesh Khanna at Scotiabank's designation, and granted performance-based equity awards to executives. Before the closing, KeyCorp repositioned its securities portfolio, with an expected after-tax loss of approximately $700 million in the fourth quarter of 2024, which weighs on near-term results.
Scotiabank invested approximately $2.0 billion in the Second Closing on December 27, 2024, owning approximately 14.9% of KeyCorp common stock.
Jacqueline Allard and Somesh Khanna joined the board effective December 27, 2024, with terms expiring at the 2025 annual meeting; the board size increased to fifteen.
Securities repositioning sold an additional $3.0 billion of low-yielding securities and terminated about $3.0 billion of cash flow hedges, with an expected after-tax loss of approximately $700 million in Q4 2024.
Executive Capital and Earnings Improvement Awards, granted December 30, 2024, vest in January 2027 based on regulatory capital and cumulative EPS goals; CEO Christopher M. Gorman's target value is $7,570,295.
Jabil reported preliminary, unaudited results for the first fiscal quarter ended November 30, 2024, with net revenue of $7.0 billion versus $8.4 billion a year earlier and GAAP diluted EPS of $0.88 versus $1.47. The company raised its fiscal 2025 outlook, now expecting core diluted EPS of $8.75 and net revenue of $27.3 billion, while guiding second-quarter net revenue to $6.1 billion to $6.7 billion.
Q1 net revenue $7.0 billion vs. $8.4 billion a year earlier; operating income $197 million vs. $303 million
Core diluted EPS $2.00 vs. $2.60 a year earlier; GAAP diluted EPS $0.88 vs. $1.47
ABM reported fourth-quarter fiscal 2024 revenue of $2.2 billion, up 4.0%, but swung to a net loss of $11.7 million, or $0.19 per share, from net income of $62.8 million a year earlier. The loss was largely driven by a $59.7 million increase in contingent consideration tied to the RavenVolt acquisition, while adjusted EPS fell 11% to $0.90. The company also expects fiscal 2025 adjusted EPS of $3.60 to $3.80 and raised its quarterly dividend 17.8%.
Q4 revenue of $2.2 billion, up 4.0%, with organic growth of 3.2%
Q4 net loss of $11.7 million ($0.19 per share) vs. net income of $62.8 million ($0.96 per share) a year earlier
Q4 adjusted EPS of $0.90 vs. $1.01 a year earlier; fiscal 2024 net income of $81.4 million vs. $251.3 million
Fiscal 2025 adjusted EPS outlook of $3.60 to $3.80; quarterly dividend raised to $0.265 from $0.225
CVR Energy disclosed a December 6, 2024 agreement under which Icahn Enterprises will commence a tender offer for up to 17,753,322 common shares at $18.25 per share in cash. The company's special committee has said it will express no opinion and remain neutral on the offer, and Icahn affiliates already owned about 66.3% of the shares. The filing also covers a $325 million term loan priced at 99% of face value and a new employment agreement for CEO David Lamp, which matter for liquidity and governance.
Icahn Enterprises agreed on December 6, 2024 to commence a tender offer for up to 17,753,322 shares at $18.25 per share, net to seller in cash.
Icahn affiliates beneficially owned 66,692,381 shares, about 66.3% of outstanding shares, as of December 6, 2024.
The board's special committee will express no opinion and remain neutral on the offer.
CVR Energy priced a $325 million senior secured term loan B due 2027 at 99% of face value, with interest at SOFR plus 4.0%.
Upbound Group agreed on December 12, 2024 to acquire Brigit, a financial health app, for up to $460 million, paid in cash and Upbound common stock. The company expects pro forma net leverage of about 3x after closing, above its long-term target of about 2x, and the deal is expected to close in Q1 2025 subject to regulatory approvals.
Total consideration of up to $460 million: $325 million payable at closing (75% cash, 25% Upbound stock), $75 million deferred over two years, and an earnout of up to $60 million tied to 2026 performance
Aggregate stock consideration valued at $81,250,000, which the company may elect to pay in cash instead
Expected to add $25 million to $30 million to Adjusted EBITDA in 2025 and $70 million to $80 million in 2026 (non-GAAP)
Pro forma net leverage of about 3x; the merger agreement can be terminated if not completed by April 1, 2025
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
Casey's reported second-quarter results for the period ended October 31, 2024, with net income of $181 million, up 14% from a year earlier, and diluted EPS of $4.85 versus $4.24. Total revenue fell to $3.95 billion from $4.06 billion, and the company updated its fiscal 2025 outlook after closing the Fikes acquisition on November 1, 2024. For shareholders, profit rose while revenue declined, and the outlook now includes higher interest expense and one-time deal costs tied to the acquisition.
Diluted EPS of $4.85 versus $4.24 a year earlier; net income of $181 million, up 14%.
Total revenue of $3.95 billion versus $4.06 billion; inside same-store sales up 4.0%.
Fikes transaction closed November 1, 2024, acquiring 198 CEFCO stores; interest expense expected about $35 million higher than the original outlook.
Amended CEO Darren Rebelez's agreement: term extended to June 24, 2028, base salary of $1,350,000 and target long-term incentive of $9,275,000 starting fiscal 2026.
On December 7, 2024, Arthur J. Gallagher & Co. agreed to buy all outstanding stock of Dolphin TopCo, the parent of AssuredPartners, for $13.45 billion in cash, subject to customary adjustments. The company has a commitment for a $13.45 billion 364-day bridge loan and expects to finance the deal with long-term debt, short-term borrowings, free cash and common equity. The company estimates the deal would be 10 to 12% accretive to trailing adjusted EPS, but it also expects about $500 million in integration costs, so higher leverage and integration spending are key considerations for shareholders.
Purchase price of $13.45 billion in cash; net consideration is about $12.45 billion after an estimated $1.0 billion deferred tax asset.
Bridge facility commitment of $13.45 billion from Bank of America, BofA Securities and Morgan Stanley Senior Funding.
Expected to close in the first quarter of 2025, subject to U.S., U.K. and Ireland regulatory clearances; outside date March 9, 2026, extendable to July 7, 2026.
Expected synergies of about $160 million and integration costs of about $500 million, including $200 million of non-cash retention awards, over three years.
Morningstar's board raised its quarterly dividend to 45.5 cents per share from 40.5 cents, an expected annualized dividend of $1.82 compared with $1.62. The company also said CFO Jason Dubinsky will step down effective December 31, 2024, then serve as a consultant through June 30, 2025, which is a change in the company's finance leadership.
Quarterly dividend of 45.5 cents per share, up from 40.5 cents, a 12.3% increase; payable Jan. 31, 2025 to holders of record as of Jan. 3, 2025
Expected annualized dividend of $1.82 per share versus $1.62 previously
CFO Jason Dubinsky steps down effective Dec. 31, 2024; consulting arrangement at $52,500 bi-weekly through June 30, 2025
Separation agreement dated Dec. 3, 2024 includes a one-time payment equal to his 2024 base salary and continued vesting of equity awards
Greif reported fourth-quarter fiscal 2024 net sales of $1,417.1 million, up from $1,308.4 million, but net income attributable to Greif fell 6.5% to $63.4 million. For the full fiscal year, adjusted EBITDA fell 15.6% to $694.2 million, and the company gave low-end fiscal 2025 guidance while announcing a $100 million cost reduction effort, which matters to shareholders because lower profit and higher debt weigh on the outlook.
Q4 net income fell 6.5% to $63.4 million, or $1.08 per diluted Class A share, from $1.16 a year earlier; Q4 net sales rose to $1,417.1 million from $1,308.4 million.
Fiscal 2024 adjusted EBITDA fell 15.6% to $694.2 million; total debt rose $525.5 million to $2,740.6 million and the leverage ratio reached 3.53x.
Fiscal 2025 low-end guidance: adjusted EBITDA of $675 million and adjusted free cash flow of $225 million.
Company targets $100 million of structural cost reductions; Investor Day is set for December 11, 2024, and four new reportable segments begin in fiscal Q1 2025.
Dollar General reported fiscal 2024 third-quarter net sales up 5.0% to $10.2 billion, but diluted EPS fell 29.4% to $0.89 as hurricane-related costs, markdowns and other expenses weighed on profit. The company lowered the top of its full-year 2024 diluted EPS outlook to $5.50 to $5.90 from $5.50 to $6.20. The board also declared a $0.59 quarterly dividend per share.
Net sales rose 5.0% to $10.2 billion and same-store sales rose 1.3% in the quarter ended November 1, 2024.
Diluted EPS fell 29.4% to $0.89 from $1.26, and operating profit fell 25.3% to $323.8 million, including $32.7 million of hurricane-related expenses.
Fiscal 2024 diluted EPS guidance is now $5.50 to $5.90, versus the prior $5.50 to $6.20.
The quarterly cash dividend of $0.59 per share is payable on or before January 21, 2025, to holders of record on January 7, 2025.
Five Below reported third-quarter fiscal 2024 net sales up 14.6% to $843.7 million, but GAAP operating results swung to a $0.6 million operating loss from $16.1 million income a year earlier, and GAAP diluted EPS was $0.03 versus $0.26. The company also raised its full-year 2024 guidance and named Winnie Park chief executive officer effective December 16, 2024.
Q3 net sales rose 14.6% to $843.7 million; comparable sales rose 0.6%
Q3 GAAP diluted EPS was $0.03 vs. $0.26 a year earlier; adjusted diluted EPS was $0.42
Full-year 2024 GAAP diluted EPS guidance is $4.34 to $4.52, with net sales of $3.84 billion to $3.87 billion
Winnie Park appointed CEO effective December 16, 2024; Ken Bull continues as COO
Campbell's reported first-quarter fiscal 2025 net sales up 10% to $2.8 billion, driven by the Sovos Brands acquisition, while organic net sales fell 1%. Reported diluted EPS was $0.72, down 8%, and adjusted EPS was $0.89, down 2%, with higher net interest expense cited as the main drag. The company reaffirmed its full-year fiscal 2025 guidance and raised its quarterly dividend 5%, while its board named Mick Beekhuizen to succeed Mark Clouse as CEO effective February 1, 2025.
Net sales rose 10% to $2.8 billion; organic net sales fell 1% to $2.5 billion
Diluted EPS was $0.72 versus $0.78; adjusted EPS was $0.89 versus $0.91
Quarterly dividend increases 5% from $0.37 to $0.39 per share, payable January 27, 2025
Mick Beekhuizen becomes President and CEO on February 1, 2025, replacing Mark Clouse, who retires January 31, 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.