1,027 material Form 8-K filings that 835 companies we cover made with the SEC in February 2025, 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).
TKO Group Holdings closed its acquisition of IMG, On Location and Professional Bull Riders from Endeavor on February 28, 2025. TKO issued about 26.1 million TKO Common Units valued at $3.25 billion, plus a $50 million purchase price adjustment settled in equity, and the companies mutually terminated their Services Agreement at closing. The equity was sold in private placements, so the new issuance adds to the share count for existing shareholders.
Closing consideration: about 26.1 million TKO Common Units valued at $3.25 billion, with an equivalent number of TKO PubCo Class B shares.
Services Agreement with Endeavor, dated September 12, 2023, was mutually terminated on the Closing Date.
Transaction Agreement Amendment dated February 27, 2025 moved the Inside Date to February 28, 2025.
Solventum agreed on February 25, 2025 to sell its purification and filtration business to Thermo Fisher Scientific for approximately $4.10 billion in cash, plus assumption of certain liabilities, subject to customary closing adjustments. The deal is subject to closing conditions, including antitrust clearance, and Solventum expects to close by the end of 2025, so shareholders face a pending divestiture rather than a completed sale.
Cash consideration of approximately $4.10 billion payable at closing, subject to adjustments for cash, debt, transaction expenses and working capital
Agreement dated February 25, 2025; Solventum expects to close by the end of the 2025 calendar year
Either party may terminate if the deal is not completed by November 25, 2025, with two three-month extensions available if only regulatory conditions remain unmet
Solventum agreed to a three-year non-compete for the business and a two-year non-solicit and no-hire for certain employees after closing
Western Digital completed the planned separation of its flash business into Sandisk, announced in a February 24, 2025 press release, after signing separation agreements with Sandisk on February 21, 2025. The filing also reports a February 2025 amendment to the company's loan agreement that cut the revolving credit commitments from $2.25 billion to $1.25 billion, and leadership changes that include a new interim CFO and a new board chair.
Separation agreements with Sandisk, including a Separation and Distribution Agreement and a Transition Services Agreement, were signed February 21, 2025.
Revolving credit facility commitments were reduced from $2.25 billion to $1.25 billion on February 21, 2025.
CFO Wissam Jabre serves until February 28, 2025; Don Bennett becomes interim CFO effective February 28, 2025.
Martin Cole was appointed Board Chair, succeeding Matthew Massengill.
Equitable Holdings launched a cash tender offer on February 24, 2025 for up to 46,000,000 AllianceBernstein Holding units at $38.50 per unit, or up to about $1.8 billion, funded by a $500 million 364-day term loan and available cash. If Equitable buys the maximum, its economic interest in AllianceBernstein L.P. would rise from about 61.9% to about 77.5%, but the loan carries covenants that could restrict its operations and use of funds.
Offer price is $38.50 per unit, a 7.8% premium to the February 21, 2025 NYSE closing price of AB Holding units.
The offer expires at 5:00 p.m. New York City time on March 24, 2025, unless extended.
The $500 million term loan, dated February 21, 2025, is to be repaid from proceeds of the RGA Reinsurance Transaction, which is expected to close in mid-2025.
The term loan requires a minimum consolidated net worth and limits secured indebtedness the company can incur.
On February 20, 2025, TransMedics, Inc., a wholly-owned subsidiary of TransMedics Group, Inc., bought one fixed-wing aircraft from Ocean Select Seafood, L.L.C. for approximately $14.3 million. The filing says the company intends to use all 21 aircraft it has acquired to date to transport donor organs under its National OCS Program, and it treats the purchases as a series of related transactions. The filing reports no revenue, profit, or guidance figures, so its effect on shareholders is limited to the added spending and fleet.
Aircraft purchased February 20, 2025, from Ocean Select Seafood, L.L.C. for approximately $14.3 million
Brings the total to 21 aircraft acquired to date, including 20 in prior acquisitions reported in 13 earlier 8-K filings
Aircraft are intended for transporting donor organs as part of the National OCS Program
VSE Corporation agreed on February 17, 2025 to sell its Fleet segment, including Wheeler Fleet Solutions, Co. and certain real estate, to One Equity Partners for up to $230 million in cash. The deal includes a $165 million payment at closing and an earn-out of up to $65 million tied to milestones, and the company intends to use the net proceeds to reduce borrowings under its credit agreement.
Total consideration of up to $230 million, including a $165 million closing payment ($140 million cash and $25 million seller note)
Earn-out payment of up to $65 million, subject to achieving certain milestones
Transaction is expected to close in the second quarter of 2025, subject to customary closing conditions and approvals
Company intends to use net proceeds to reduce existing borrowings under its credit agreement
Celsius agreed to acquire all membership interests in Alani Nu from its founders and Congo Brands for $1.275 billion in cash, 22,451,224 Celsius shares valued at $500 million, and up to $25 million more tied to 2025 sales. The deal is expected to close in the second quarter of 2025, subject to antitrust clearance, and the filing says it is not conditioned on financing. Shareholders face a large cash outlay and share issuance, with the stock portion equal to roughly 8.7% pro forma ownership according to the press release.
Cash consideration of $1.275 billion, subject to adjustment, plus 22,451,224 shares of common stock valued at $500 million
Up to $25 million in additional cash payable only if 2025 Alani Nu net sales meet an agreed target
Closing expected in the second quarter of 2025; Celsius must pay Alani Nu a $53.25 million termination fee if the deal fails on antitrust grounds
Press release says $900 million of fully committed debt financing and about $375 million of cash on hand will fund the cash portion
PDF Solutions entered an Equity Purchase Agreement on February 19, 2025 to acquire the secureWISE business from Telit IOT Solutions for a cash price of $130 million, subject to customary adjustments. The deal is expected to close in the first calendar quarter of 2025 and is partly funded by a $70 million debt commitment from Wells Fargo, which the filing says is not a financing contingency for the purchase.
Cash purchase price of $130,000,000, subject to adjustments for debt, transaction expenses, cash and working capital
Debt commitment from Wells Fargo: $45 million revolving credit facility and $25 million term loan
Either party may terminate if closing has not occurred by March 12, 2025; Company may owe a $6.5 million reverse termination fee in certain cases
Expected to close during the first calendar quarter of 2025; Board approved the transaction
Steve Madden signed a purchase agreement on February 12, 2025, to acquire the Kurt Geiger business through its UK subsidiary, at an enterprise value of about £289 million and a net equity value of £202.0 million at closing. The company also obtained debt commitments of up to $550 million from Citizens Bank, JPMorgan Chase and Citibank to help fund the deal, which remains subject to closing conditions including U.S. antitrust clearance.
Enterprise value of about £289 million; net equity value of £202.0 million at closing under a locked box arrangement
Debt commitments of up to $550 million: a $300 million term loan and a $250 million revolving credit facility
Closing requires expiration or termination of Hart-Scott-Rodino waiting periods; the agreement terminates automatically if conditions are not met by December 5, 2025
Steve Madden guarantees the UK purchaser's obligations under the agreement
Asbury Automotive Group agreed on February 14, 2025 to acquire substantially all assets of The Herb Chambers Companies for about $1.34 billion, covering 33 dealerships, 52 franchises and three collision centers in Massachusetts and Rhode Island. The company said the deal is expected to close late in the second quarter of 2025, subject to manufacturer approvals, regulatory clearances and other customary conditions, and that it will be funded with credit facility capacity, mortgage proceeds and cash. The size of the purchase is large relative to the deals described in the filing, and closing is not assured until those conditions are met.
Purchase price is about $1.34 billion, including $750 million for goodwill and about $590 million for real estate and improvements
The acquired businesses include 33 dealerships, 52 franchises and three collision centers; the seller retains the Mercedes-Benz of Boston dealership
Closing requires manufacturer approvals and Hart-Scott-Rodino waiting period expiration, and is expected late in the second quarter of 2025
Asbury will deliver $10 million in earnest money; the seller may owe a $100 million termination fee in some circumstances
Montana-Dakota Utilities, a subsidiary of MDU Resources, agreed on February 13, 2025 to buy a 49% ownership interest in the Badger Wind project in North Dakota for $294.0 million in cash. The deal is subject to closing conditions including regulatory approvals, and the company also adopted amended bylaws that update director nomination procedures.
Purchase price of $294.0 million in cash for a 49% interest, representing 122.5 megawatts of the project's approximately 250 megawatts
Purchase agreement signed February 13, 2025 with Badger Wind, LLC, a subsidiary of Orsted Onshore North America, LLC; closing is subject to conditions including HSR waiting period expiration and the North Dakota Public Service Commission ap
Either party may terminate if the closing has not occurred by December 1, 2026, or if construction costs exceed thresholds of $496.4 million or $509.4 million as set out in the agreement
Board approved amended and restated bylaws effective February 13, 2025, updating director nomination and proposal procedures
Bitwise and Osprey terminated their August 26, 2024 agreement under which Osprey would have sold all its bitcoin to Bitwise in exchange for BITB shares. Osprey paid Bitwise an undisclosed settlement amount on February 10, 2025, and the agreement is now terminated. The filing says Osprey gave notice that it intended to pursue an alternative business opportunity, which means the planned bitcoin transfer into BITB will not occur.
Agreement dated August 26, 2024 is terminated as of February 10, 2025
Osprey paid Bitwise an undisclosed settlement amount, which the filing says has been paid
Osprey sought amendments in early December 2024 that delayed the expected closing
Filing states Osprey had no right to unilaterally terminate the agreement for a new business opportunity
Coeur Mining completed its acquisition of SilverCrest Metals on February 14, 2025, with SilverCrest shareholders receiving 1.6022 Coeur shares for each SilverCrest share. Coeur issued 239,331,799 shares in the transaction and increased its authorized common stock from 600 million to 900 million shares, which dilutes existing Coeur shareholders' ownership. Coeur plans to provide 2025 production and cost guidance with its fourth quarter and full-year 2024 results on February 19, 2025.
Each SilverCrest common share exchanged for 1.6022 Coeur common shares; 239,331,799 Coeur shares issued
Authorized Coeur common stock increased from 600,000,000 to 900,000,000 shares, effective February 13, 2025
SilverCrest CEO N. Eric Fier and director Pierre Beaudoin joined Coeur's board at the Effective Time
Coeur plans to release 2025 production and cost guidance with Q4 and full-year 2024 results on February 19, 2025
Owens Corning agreed on February 13, 2025 to sell materially all of its global glass reinforcements business to buyers affiliated with the Praana Group at an enterprise value of $755 million, including $68 million of net metal lease liabilities, with completion expected in 2025. The company expects to record an impairment charge but says it cannot yet estimate the amount, and the Composites segment will be eliminated, which matters to shareholders because the size of the charge and the reporting changes are still unclear.
Enterprise value of $755 million, including $68 million of net metal lease liabilities; completion expected in 2025, subject to regulatory approvals and consents.
Expected after-tax net proceeds of about $360 million, including $225 million of promissory notes: a $150 million unsecured note and a $75 million secured note.
Impairment charge expected, but the company cannot yet estimate its full amount or range; it will disclose an estimate in an amended 8-K.
Marcio A. Sandri remains President, Composites, but no longer serves as an executive officer, effective February 13, 2025.
TE Connectivity agreed on February 11, 2025, to acquire Richards Manufacturing through a subsidiary, for approximately $2.3 billion, funded by cash on hand and new debt. The company expects the deal to add about $0.10 to adjusted EPS in the first full year and to earn a mid-teens return on invested capital after synergies. Closing is expected in TE's fiscal third quarter of 2025, subject to regulatory approvals and customary conditions.
Purchase price is approximately $2.3 billion, all cash, subject to customary post-closing adjustments.
Richards is expected to contribute annual sales of approximately $400 million, with EBITDA margins in the mid-30 percent range.
TE expects approximately $0.10 accretion to adjusted EPS in the first full year, including financing costs.
Closing is expected in the fiscal third quarter ending June 2025; either party may terminate if not closed by June 11, 2025, extendable to December 11, 2025.
On February 10, 2025, LegalZoom acquired 100% of Formation Nation for up to $64.75 million in cash and 2,205,445 restricted shares, with about $15.4 million of the cash held back for one year. The company also reported preliminary, unaudited 2024 results that it said were at the high end of its outlook range, but those figures may change before final results. Shareholders face dilution from the new shares, and the company expects the deal to add to Adjusted EBITDA and be accretive to Adjusted EPS in the first year.
Cash consideration of up to $64.75 million plus 2,205,445 restricted shares; $49.3 million cash paid at closing and about $15.4 million held back for one year
Preliminary Q4 2024 revenue of about $161.7 million and net income of about $12.9 million; full-year 2024 revenue of about $681.9 million and net income of about $30.0 million
Shares carry a two-year lock-up, with 50% released at each of the first and second anniversaries of closing
Full Q4 and full-year 2024 results and 2025 outlook are scheduled for a conference call on February 26, 2025
Coeur Mining stockholders approved, at a February 6, 2025 special meeting, the share issuance tied to its combination with SilverCrest Metals and an increase in authorized common shares. Coeur also amended the plan of arrangement, added two SilverCrest-linked directors effective at closing, and expects the closing on or around February 14, 2025.
Stock issuance to SilverCrest shareholders approved with 271,155,997 votes for, 99.13% of votes cast
Charter amendment raising authorized common shares from 600,000,000 to 900,000,000 approved with 98.81% of votes cast
Board to expand from eight to ten directors; N. Eric Fier and Pierre Beaudoin elected, effective at the Effective Time
Closing anticipated on or around February 14, 2025, subject to closing conditions
Globus Medical agreed to acquire Nevro Corp. in an all-cash transaction valued at approximately $250 million in total equity value, subject to Nevro shareholder approval, regulatory clearance and other closing conditions. Globus Medical said that after the deal closes it expects higher 2025 net sales but lower non-GAAP earnings per share than its stand-alone guidance.
Nevro shareholders will receive $5.85 per share in cash, a 17% premium to Nevro's February 5, 2025 closing price.
Globus Medical expects the deal to close late in the second quarter of 2025 and anticipates the Nevro acquisition to be accretive to earnings in the second year of operation.
Post-deal 2025 guidance: net sales of $2.80 billion to $2.90 billion (versus stand-alone $2.66 billion to $2.69 billion) and non-GAAP EPS of $3.10 to $3.40 (versus stand-alone $3.40 to $3.50).
Termination fees: Nevro would pay $15 million or $10 million in certain circumstances, including a failed stockholder vote; Globus Medical would pay $15 million in certain circumstances.
Upbound Group completed its acquisition of Bridge IT, Inc. (Brigit) on January 31, 2025, issuing about 2.69 million common shares and approximately $278.67 million in closing cash, subject to post-closing working capital adjustments. Additional deferred consideration of $75 million and up to $60 million in 2026 earnout payments may also be paid, and the company said Brigit adds technology and financial wellness products to its platform.
Acquisition closed January 31, 2025, under a merger agreement dated December 12, 2024.
Closing consideration: about 2.69 million common shares plus about $278.67 million in cash, subject to post-closing adjustments.
Further payments: $75 million deferred (half due 30 days after the first anniversary, remainder by 30 days after the second) and up to $60 million in 2026 earnouts.
Co-founder shares vest over two years; Brigit financial statements and pro forma information will be filed by amendment within 71 days.
Unitil completed its purchase of Bangor Natural Gas Company from PHC Utilities on January 31, 2025, paying $70.9 million in cash plus about $0.3 million for a working capital adjustment. The company also amended its credit agreement to raise the borrowing limit from $200 million to $275 million and extend the term to September 29, 2028, which adds capacity and maturity for shareholders to track.
Unitil paid $70.9 million in cash plus about $0.3 million as a working capital adjustment; the deal closed January 31, 2025.
Bangor adds approximately 8,500 customers and 351 miles of distribution pipelines; Unitil now serves about 207,000 customers in Maine, New Hampshire and Massachusetts.
The credit agreement borrowing limit rises from $200 million to $275 million, and its term extends from September 29, 2027 to September 29, 2028.
Hope Utilities will provide transition services to Bangor for up to 12 months, with Unitil reimbursing actual costs without a profit factor.
nVent completed the sale of its Thermal Management business on January 30, 2025, to BCP VI Summit Holdings LP, an affiliate of funds managed by Brookfield Asset Management. The company received approximately $1.7 billion in cash, subject to customary post-closing adjustments. The filing's unaudited pro forma statements present Thermal Management as discontinued operations, which shows how nVent's results would look without the business.
Sale closed January 30, 2025, under a Share and Asset Purchase Agreement dated July 31, 2024.
nVent received approximately $1.7 billion in cash, subject to post-closing adjustments expected within about 150 days of closing.
Pro forma nine-month results to September 30, 2024 show net income from continuing operations of $257.3 million and diluted EPS from continuing operations of $1.53.
EMCOR Group completed its purchase of all outstanding stock of Miller Electric Company, a Southeastern U.S. electrical contractor, for $865 million in cash, subject to customary adjustments. The company said Miller Electric is expected to generate about $805 million in revenue and about $80 million in Adjusted EBITDA in calendar 2024, and that the deal is expected to be modestly accretive to earnings per share in 2025.
Acquisition completed February 3, 2025 for $865 million in cash, funded through cash on hand
Miller Electric expected to generate approximately $805 million in revenue and $80 million in Adjusted EBITDA in calendar 2024
Expected to be modestly accretive to EMCOR's 2025 earnings per share; Miller Electric will join the Electrical Construction Services segment
EMCOR will discuss the acquisition when it reports fourth quarter and full year 2024 results on February 26, 2025
UMB Financial completed its merger with Heartland Financial USA (HTLF) on January 31, 2025, with HTLF common shareholders receiving 0.55 UMB common shares for each share held. The company said the deal raises its assets to about $68 billion and expands its footprint from eight to 13 states, while UMB's authorized common shares rose from 80,000,000 to 160,000,000 to accommodate the issuance. Shareholders face share dilution from the roughly 24 million shares issued, and the company assumed $150 million of HTLF subordinated notes plus trust preferred debt.
Merger effective at 11:59 p.m. on January 31, 2025; HTLF common holders receive 0.55 UMB common shares per share
Approximately 24 million UMB common shares issued as total aggregate Merger consideration; authorized shares raised from 80,000,000 to 160,000,000
UMB assumed $150,000,000 of 2.75% fixed-to-floating rate subordinated notes due September 15, 2031, plus HTLF trust preferred securities
HTLF banking subsidiary to merge into UMB Bank; banking center and systems conversions anticipated in the fourth quarter of 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.