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).
Cleveland-Cliffs released preliminary fourth-quarter and full-year 2024 results, showing an approximate $85 million adjusted EBITDA loss for Q4 and approximately $775 million for the full year on revenue of approximately $19.2 billion. The company also priced an upsized $850 million offering of 7.500% senior guaranteed notes due 2031, with closing expected February 6, 2025, and says the proceeds will repay borrowings under its asset-based credit facility. The preliminary figures are unaudited, and complete results are due after the market close on February 24, 2025.
Q4 2024 preliminary: steel shipments of 3.8 million net tons, revenues of approximately $4.3 billion, adjusted EBITDA loss of approximately $85 million
Full-year 2024 preliminary: shipments of 15.6 million net tons, revenues of approximately $19.2 billion, adjusted EBITDA of approximately $775 million
Including Stelco, 2024 pro-forma adjusted EBITDA of approximately $1.2 billion
$850 million of 7.500% senior guaranteed notes due 2031 priced, upsized from $750 million; expected to close February 6, 2025
Lumentum appointed Michael Hurlston as President and CEO effective February 7, 2025, succeeding Alan Lowe, who is stepping down and will remain on the Board and as an advisor. The company also released preliminary fiscal second quarter 2025 results, with net revenue of about $402 million and non-GAAP diluted EPS of $0.40 to $0.42, at the high end of or above its prior guidance.
Michael Hurlston becomes President, CEO and a director effective February 7, 2025; he succeeds Alan Lowe, CEO since 2015.
Preliminary fiscal Q2 2025 net revenue is about $402 million, versus prior guidance of $380 million to $400 million.
Preliminary non-GAAP diluted EPS is $0.40 to $0.42, versus prior guidance of $0.30 to $0.40.
Full fiscal Q2 2025 results and earnings call are scheduled after the market closes on February 6, 2025; the results remain preliminary and unaudited.
Kyndryl reported fiscal third-quarter 2025 revenue of $3.74 billion, down 5% year over year, while net income was $215 million, compared with a net loss of $12 million a year earlier. Net income includes an after-tax gain of $138 million from the divestiture of its SIS platform in Canada, which the company excludes from adjusted results. The company raised its fiscal 2025 adjusted pretax income and adjusted free cash flow outlook.
Q3 revenue was $3.74 billion, down 5% year over year and 3% in constant currency; diluted EPS was $0.89 versus a loss of $0.05, and adjusted EPS was $0.51.
Fiscal 2025 outlook now calls for adjusted pretax income of at least $475 million and adjusted free cash flow of approximately $350 million.
Total signings were $4.1 billion in the quarter, up 10% on a reported basis, and the company expects approximately 2% constant-currency revenue growth in the fourth quarter.
Healthpeak Properties announced that Chief Operating Officer Thomas Klaritch will retire, stepping down as COO and leader of the outpatient medical segment on March 1, 2025, and leaving employment on September 30, 2025. He will then provide consulting services through the end of 2025 for a fee of $50,000 per month, and his retirement benefits are conditioned on signing a Retirement and Release Agreement. The change affects senior management leadership and the outpatient medical segment, but the filing gives no financial results or guidance.
Klaritch steps down as COO and outpatient medical segment leader effective March 1, 2025
Employment terminates September 30, 2025; consulting services from October 1 to December 31, 2025 at $50,000 per month
Benefits include prorated 2025 bonus based on the average of prior three years' bonuses and prorated 2025 equity awards through September 30, 2025
Benefits are conditioned on signing a Retirement and Release Agreement filed as Exhibit 10.1
AECOM reported first-quarter fiscal 2025 results for the quarter ended December 31, 2024, with revenue of $4.01 billion, up 3%, and GAAP diluted EPS from continuing operations of $1.33, up 87%. The company raised its fiscal 2025 adjusted EBITDA and adjusted EPS guidance, which matters to shareholders because it signals higher expected profit for the full year.
Revenue was $4.01 billion, up 3%; net service revenue rose 5.5% on an adjusted basis to $1.80 billion.
Adjusted EPS was $1.31, up 25%; GAAP diluted EPS from continuing operations was $1.33, up 87%.
Fiscal 2025 adjusted EPS guidance is $5.05 to $5.20, and adjusted EBITDA guidance is $1,175 million to $1,210 million.
Total backlog reached a record $23.9 billion, up 4%, and the company returned $55 million to shareholders in the quarter.
Western Digital's board appointed Don R. Bennett as Interim Chief Financial Officer, effective February 28, 2025, when Wissam G. Jabre ceases to hold the role. Bennett will also take over as principal financial officer, and he currently leads finance for the company's hard disk drive business.
Don R. Bennett, 55, appointed Interim CFO by the board on January 30, 2025, effective February 28, 2025.
Bennett has been SVP, Finance, and CFO of the HDD business since November 2020 and joined the company in 1995.
Temporary annual base salary of $525,000 and a target short-term incentive of 120% of base salary, through three months after he leaves the interim role.
Healthpeak reported fourth-quarter 2024 net income of $0.01 per share, down from $0.13 a year earlier, and Nareit FFO of $0.44 per share, down from $0.48, while FFO as Adjusted of $0.46 and AFFO of $0.40 per share were up or flat from the prior year. The company also gave 2025 guidance, including diluted earnings per share of $0.30 to $0.36, and raised its quarterly dividend 1.7% to $0.305 per share, with a planned switch to monthly payments starting April 2025.
Q4 2024 net income of $0.01 per share vs $0.13 in Q4 2023; Q4 total revenues of $697,988 thousand vs $553,652 thousand
Q4 2024 Nareit FFO of $0.44 per share vs $0.48; AFFO of $0.40 vs $0.36
2025 guidance: diluted EPS $0.30 to $0.36 and Nareit FFO $1.81 to $1.87 per share, vs 2024 full-year Nareit FFO of $1.61
Dividend raised to $0.305 per share; monthly dividend expected from April 2025; COO Tom Klaritch and GC Jeff Miller depart December 31, 2025
Clorox reported fiscal second-quarter 2025 net sales down 15% to $1.69 billion and adjusted EPS down 28% to $1.55, with results reflecting the lapping of the August 2023 cyberattack recovery and prior divestitures. The company raised its fiscal 2025 adjusted EPS outlook and said it will acquire P&G's 20% interest in the Glad bags and wraps joint venture when the venture ends on January 31, 2026.
Q2 net sales fell 15% to $1.69 billion; organic sales fell 9%.
Q2 diluted EPS rose 105% to $1.54, while adjusted EPS fell 28% to $1.55 from $2.16.
Fiscal 2025 adjusted EPS outlook raised to $6.95-$7.35 from $6.65-$6.90; diluted EPS outlook raised to $5.52-$5.92 from $5.17-$5.42.
Glad joint venture with P&G ends January 31, 2026; Clorox intends to acquire P&G's 20% interest at fair market value.
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
Ollie's Bargain Outlet announced that Eric van der Valk became President and Chief Executive Officer effective February 2, 2025, and joined the Board, while John Swygert moved from CEO to Executive Chairman. The filing completes the leadership succession plan first announced in June 2024, and it sets new pay terms for both executives, including a $775,000 base salary for van der Valk and a $600,000 base salary for Swygert.
Eric van der Valk named President and CEO effective February 2, 2025, after serving as President since June 2024
John Swygert moves from CEO to Executive Chairman; board size increases to 10 from nine
Van der Valk base salary $775,000 with EBITDA-linked bonus target of 100% of salary; Swygert base salary $600,000 with 75% target
Swygert to receive long-term equity grant valued at $1,800,000 on or about February 3, 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.