1,080 material Form 8-K filings that 839 companies we cover made with the SEC in May 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).
GATX agreed on May 29, 2025 to acquire about 105,000 railcars from Wells Fargo for $4.4 billion through a new joint venture with Brookfield Infrastructure, in which GATX holds 30% and Brookfield 70%. Closing is expected in the first quarter of 2026 or sooner, subject to regulatory approvals, and GATX expects the deal to be modestly accretive to earnings per share in the first full year after closing.
Purchase price is $4.4 billion for about 105,000 railcars; GATX's initial equity contribution is about $400 million
Joint venture financing includes a $3.2 billion 5-year unsecured term loan and a $250 million unsecured revolving credit facility
Termination fee of $275 million is payable by the JV in certain circumstances; GATX would bear 50% if payable
Outside Date is June 1, 2026, subject to a three-month extension in certain circumstances
Seacoast Banking Corporation of Florida and Seacoast National Bank signed a merger agreement on May 29, 2025 to acquire Villages Bancorporation and its subsidiary Citizens First Bank. Each VBI share can be exchanged for $1,000 in cash or 38.5 Seacoast common shares, with a 25% cash and 75% stock mix applied, and the company estimates the implied transaction value at $710.8 million. Closing is anticipated in the fourth quarter of 2025, subject to VBI shareholder and regulatory approvals, and the filing states there will be no changes to Seacoast's board or executive leadership.
Implied aggregate transaction value of $710.8 million; consideration is 25% cash and 75% stock
Each VBI share may be exchanged for $1,000 in cash or 38.5000 Seacoast common shares, subject to proration
Presentation shows approximately 81% Seacoast and 19% VBI ownership on a fully converted basis
VBI would pay a $31.4 million termination fee in certain circumstances; closing anticipated in Q4 2025
On May 28, 2025, e.l.f. Beauty agreed to buy rhode, the skin care and makeup brand founded by Hailey Bieber, for $800 million at closing plus up to $200 million in earnout payments. The cash portion is backed by $600 million of committed debt financing, and the stock portion adds new e.l.f. shares, so the deal changes the company's debt and share count if it closes. The same day, the company reported fiscal 2025 results: fourth-quarter net sales rose 4%, but full-year GAAP diluted earnings per share fell to $1.92 from $2.21, and the company gave no fiscal 2026 outlook.
Closing consideration is $800 million: $600 million in cash and about $200 million in Company stock, valued at $77.1685 per share, subject to adjustments.
Earnout of up to $200 million in cash over three years: up to $100 million tied to revenue projections and up to $100 million more on overachievement.
The transaction is expected to close in the quarter ending September 30, 2025; the agreement can be terminated if the merger is not consummated by September 25, 2025, and Buyer owes a $65 million reverse termination fee in certain circumsta
Fourth quarter net sales rose 4% to $332.6 million and GAAP diluted EPS was $0.49, versus $0.25; full-year net sales rose 28% to $1,313.5 million while full-year GAAP net income fell to $112.1 million from $127.7 million.
Maiden Holdings completed its combination with Kestrel Group LLC on May 27, 2025, forming Kestrel Group Ltd as a new publicly listed specialty program group. Each Maiden common share was converted into the right to receive one-twentieth of a Bermuda NewCo common share, and Maiden shares were suspended from Nasdaq as of close of business on the closing date. Maiden plans to file a Form 15 to terminate its SEC registration, so former shareholders will hold shares in the new company rather than Maiden.
Each Maiden common share was converted into the right to receive 0.05 (one-twentieth) of a Bermuda NewCo common share.
Maiden shares were suspended from Nasdaq at close of business on May 27, 2025; Kestrel Group shares are to begin trading on Nasdaq under "KG" on May 28, 2025.
Seven Maiden directors resigned; Terry Ledbetter, Luke Ledbetter and Rod Newcomer joined the board, with Luke Ledbetter named CEO and Terry Ledbetter named Executive Chairman.
Kestrel Intermediate Ledbetter Holdings LLC and AmTrust Financial Services Inc. received board nomination rights tied to their share ownership levels.
Motorola Solutions agreed on May 27, 2025 to acquire all equity of Silvus Technologies, a maker of mobile ad-hoc network technology, for $4.4 billion in upfront consideration, plus up to $600 million in earnouts tied to 2027 and 2028 performance. The deal is funded partly by $2.5 billion in committed term loans and cash, and the company expects it to be accretive to non-GAAP EPS within 12 months, while closing depends on regulatory approvals and is expected in Q3 or Q4 2025.
Upfront consideration of $4.4 billion: about $4.38 billion in cash and about $20 million in restricted common stock
Earnouts of up to $150 million for the period July 5, 2026 to July 3, 2027, and up to $450 million for July 4, 2027 to July 1, 2028, payable in stock
$2.5 billion in senior unsecured delayed draw term loan commitments from Bank of America, Mizuho Bank and Deutsche Bank
Outside Date of November 28, 2025, extendable to February 27, 2026 and May 22, 2026 if required regulatory approvals are pending
Rocket Lab signed a Stock Purchase Agreement to acquire all shares of LightRidge Interco, owner of GEOST LLC, a Tucson-based electro-optical and infrared payload maker for national security satellites. The deal is valued at $275 million, paid with up to about $125 million in cash and up to about $150 million in Rocket Lab common stock, with up to $50 million in additional cash earnouts tied to GEOST revenue targets for 2026 and 2027. The transaction is expected to close in the second half of 2025, and the filing does not report GEOST's financial results.
Aggregate consideration of $275 million: up to about $125 million cash and up to about $150 million in common stock
Up to $50 million in potential post-closing cash earnouts tied to GEOST revenue targets for 2026 and 2027
Company agreed to file a resale registration statement for shares issued in the deal; closing expected in the second half of 2025
Agreement signed May 22, 2025; holding company reorganization completed May 23, 2025
Goodyear signed an asset purchase agreement on May 22, 2025, to sell its polymer chemicals business, including plants in Houston and Beaumont, Texas, and a research facility in Akron, Ohio, for about $650 million in cash, subject to adjustments. The deal is subject to regulatory approval and customary closing conditions, and the news release says it is expected to close by late 2025. Goodyear plans to use the proceeds to reduce leverage and fund its Goodyear Forward transformation plan.
Purchase price of approximately $650 million in cash, subject to certain adjustments
Purchaser is G-3 Chickadee Purchaser, LLC per the 8-K; the news release names Gemspring Capital Management, LLC as the buyer
Either side may terminate if closing has not occurred by November 22, 2025; the purchaser owes a $39 million fee in specified termination cases
Goodyear will supply-agree to receive polymer products under a 15-year master supply agreement and provide transition services for up to 18 months
Merit Medical completed its merger with Biolife on May 20, 2025, paying about $120 million in cash on hand, and updated its 2025 guidance to include the business. Net sales guidance was raised to $1.480 billion to $1.501 billion from $1.470 billion to $1.490 billion, while the non-GAAP earnings per share range moved to $3.28 to $3.41 from $3.29 to $3.42. Management said the deal will be slightly dilutive to 2025 non-GAAP profitability.
Purchase price of about $120 million, subject to standard adjustments, paid with available cash; merger effective May 20, 2025
Biolife projected to contribute $10 million to $11 million of revenue from May 20 to December 31, 2025, after about $15 million in revenue for the twelve months ended December 31, 2024
2025 net sales guidance raised to $1.480 billion to $1.501 billion; non-GAAP EPS guidance $3.28 to $3.41 versus prior $3.29 to $3.42
About $7.2 million of non-cash and non-recurring transaction expenses excluded from non-GAAP projections; deal projected to be dilutive to 2025 GAAP net income and EPS
American Water Works agreed on May 19, 2025 to acquire entities owning regulated water and wastewater assets in eight states from Nexus Regulated Utilities, LLC, for about $315 million in cash, subject to adjustment. The deal would add nearly 47,000 customer connections and is expected to close by or before August 2026, pending state utility commission and other regulatory approvals. The filing does not report financial results from the acquired business beyond the estimated $200 million rate base.
Purchase price of about $315 million in cash, subject to closing adjustments; estimated rate base at closing about $200 million
Nearly 47,000 customer connections across Illinois, Indiana, Kentucky, Maryland, New Jersey, Pennsylvania, Tennessee and Virginia
Closing expected by or before August 2026; a $15,750,000 termination fee may be payable by the Buyer in certain circumstances
Buyer intends to fund the price through cash flow from operations and existing liquidity
Sanmina agreed on May 18, 2025 to buy the data center infrastructure manufacturing business of ZT Systems from AMD, for $2.55 billion in cash and equity plus up to $450 million in contingent payments. The deal is expected to close near the end of 2025, subject to regulatory approvals, and Sanmina has obtained a $2.5 billion bridge loan commitment from Bank of America to help fund it.
Purchase price of $2.25 billion cash for net assets plus a $300 million premium paid half in cash and half in Sanmina stock, with up to $450 million more based on three-year performance
Sanmina says the deal is expected to be accretive to non-GAAP EPS in the first year after closing, and to double its revenue scale in three years
Bank of America $2.5 billion 364-day bridge loan facility; the Outside Date for the deal is May 18, 2026
Termination fee of $153 million payable by Sanmina in certain regulatory-failure cases
DICK'S Sporting Goods entered into a merger agreement under which Foot Locker would become a wholly owned subsidiary of DICK'S. Foot Locker shareholders may elect to receive $24.00 in cash or 0.1168 DICK'S common shares for each Foot Locker share, and Goldman Sachs Bank USA has committed up to $2.4 billion in bridge loans to help fund the cash consideration. Closing depends on Foot Locker shareholder approval, antitrust clearance and other conditions, so the deal may not be completed.
Foot Locker shareholders can elect $24.00 per share in cash or 0.1168 DICK'S common shares per share.
Goldman Sachs Bank USA committed up to $2.4 billion of senior bridge term loans.
Termination fees are $59.5 million payable to DICK'S in certain cases and $95.5 million payable by DICK'S if antitrust approvals are not obtained.
Closing requires approval by holders of two-thirds of Foot Locker common stock; the Outside Date is May 15, 2026.
DICK'S Sporting Goods agreed to acquire Foot Locker in a deal implying an equity value of about $2.4 billion and an enterprise value of about $2.5 billion, expected to close in the second half of 2025. The same day, DICK'S reported preliminary first-quarter 2025 results, with comparable sales up 4.5% and GAAP diluted EPS of $3.24, which the filing says remain subject to revision.
Foot Locker shareholders can elect $24.00 in cash or 0.1168 DICK'S shares for each Foot Locker share, with no minimum or maximum on either form of consideration.
DICK'S intends to finance the acquisition through cash-on-hand and new debt; Goldman Sachs provided fully committed bridge financing.
Preliminary Q1 2025 (quarter ended May 3, 2025): comparable sales growth of 4.5%; GAAP EPS $3.24, non-GAAP EPS $3.37 excluding $0.13 of investment losses.
The deal requires Foot Locker shareholder approval and regulatory approvals; the full Q1 results are scheduled for May 28, 2025.
FirstCash's subsidiary Chess Bidco agreed with H&T Group's board on a recommended all-cash acquisition of H&T, the UK's largest pawnbroker with 285 stores. The total equity value is approximately £297 million or $394 million, and the deal is expected to close in the second half of 2025, subject to H&T shareholder and UK regulatory approvals. The acquisition is financed partly by borrowing under FirstCash's existing revolving credit facility, and related amendments raise the leverage limit and restrict share repurchases.
Shareholders of H&T would receive 650 pence in cash per share plus a final dividend of 11 pence payable June 27, 2025, for 661 pence in total.
Total equity value is approximately £297 million or $394 million, based on the exchange rate as of May 13, 2025.
A £299 million bridge credit agreement with Jefferies Finance serves as a backstop; the credit facility leverage ratio limit rises to 3.75 to 1.00 for quarters ending through December 31, 2025.
Share repurchases would be limited to 0% of prior quarter consolidated net income if the leverage ratio is 3.50 to 1.00 or higher in any 2025 or 2026 fiscal quarter.
Unitil Corporation agreed on May 6, 2025 to acquire three water utilities from the Aquarion Water Authority for $100.0 million, including about $30.0 million of assumed debt. The company has committed debt financing of $100.0 million from The Bank of Nova Scotia, and the closing is expected in late 2025, subject to approvals from state utility commissions in Massachusetts, New Hampshire and Maine.
Purchase price is $100.0 million, including approximately $30.0 million of assumed debt, subject to adjustments.
Bank of Nova Scotia committed a $100.0 million senior unsecured delayed-draw term loan facility, maturing on the first anniversary of the closing.
Closing requires approval from the Massachusetts Department of Public Utilities, the New Hampshire Public Utilities Commission and the Maine Public Utilities Commission, and is expected in late 2025.
The Aquarion Companies serve about 12,000 customers in seven Massachusetts communities and 11,000 customers in eight New Hampshire communities.
CoStar Group signed a binding Scheme Implementation Deed to acquire the remaining shares of Australian property marketplace Domain Holdings it does not already own. The deal is subject to Domain shareholder, court and Foreign Investment Review Board approvals, and CoStar expects to spend about A$2.3 billion ($1.5 billion) to complete it.
Domain shareholders would receive A$4.43 cash per share, less any special dividend paid after May 9, 2025.
CoStar expects to spend about A$2.3 billion ($1.5 billion) for the roughly 83% of Domain it does not own; it bought about 17% in February 2025 for A$452 million ($285 million).
Controlling shareholder Nine Entertainment, with 60.1% of Domain shares, intends to vote in favor; the scheme meeting is expected in mid-August 2025, with implementation expected in the third quarter of 2025.
A break fee or reverse break fee of about A$28 million ($18 million) applies in certain circumstances.
Coinbase Global signed a Share Purchase Agreement on May 8, 2025 to acquire all outstanding shares of Deribit, paying $700 million in cash and issuing 10,997,881 shares of Coinbase Class A common stock, subject to adjustments and escrow. Closing depends on regulatory approvals and other conditions, with an outside date of November 8, 2025. The deal adds a sizable acquisition and new share issuance that shareholders should track.
Consideration: $700 million in cash plus 10,997,881 shares of Coinbase Class A common stock, subject to adjustments and a 15-month indemnity escrow
Outside date for closing is November 8, 2025; Coinbase pays a $100 million termination fee if the deal fails certain regulatory approvals
Deribit shareholders receiving more than 75% of the new shares agreed to lock-ups, with 50% released at 90 days and 50% at 180 days after closing
Steven Madden completed its acquisition of Kurt Geiger on May 6, 2025, and entered into a new credit agreement with a $300 million term loan and a $250 million revolving credit facility, secured by the company's and subsidiaries' assets. In first-quarter results, revenue rose 0.2% to $553.5 million, but net income attributable to the company fell to $40.4 million from $43.9 million and diluted EPS fell to $0.57 from $0.60. The company also withdrew its 2025 guidance because of tariff uncertainty, so shareholders now have higher debt and no current outlook, while the $0.21 quarterly dividend was maintained.
Kurt Geiger acquisition closed May 6, 2025, at an enterprise value of approximately £289 million, funded by borrowings under the new credit agreement and cash on hand
New credit agreement provides a $300 million term loan and $250 million revolving credit facility, maturing May 6, 2030
Q1 2025 revenue rose 0.2% to $553.5 million; diluted EPS was $0.57 versus $0.60 a year earlier
2025 financial guidance withdrawn due to tariff uncertainty; quarterly dividend of $0.21 per share payable June 20, 2025
Corpay reported first-quarter 2025 results on May 6, 2025, with revenue up 8% to $1,005.7 million and GAAP diluted earnings per share up 9% to $3.40, and it maintained its original 2025 outlook. The same day, it announced a definitive agreement with TPG to take AvidXchange private, with Corpay planning to invest $500 million alongside TPG. The acquisition commitment is significant for shareholders, and the filing describes the deal as a proposed investment.
Q1 2025 revenue was $1,005.7 million, up 8% from $935.3 million; net income attributable to Corpay was $243.2 million, up 6%.
GAAP diluted EPS was $3.40, up 9%; adjusted diluted EPS was $4.51, up 10%.
Full-year 2025 guidance was maintained, including total revenues of $4,380 million to $4,460 million and adjusted EPS of $20.80 to $21.20.
Corpay plans to invest $500 million, alongside TPG, to acquire AvidXchange Holdings (NASDAQ: AVDX).
DoorDash and Deliveroo boards agreed terms for a recommended cash acquisition of Deliveroo by DoorDash, to be implemented through a UK court-sanctioned scheme of arrangement. DoorDash has arranged a bridge loan of up to $2.85 billion to partly fund the cash consideration, and the deal is expected to close in the fourth quarter of 2025 subject to conditions.
Deliveroo shareholders to receive 180 pence in cash per share; equity value approximately £2.9 billion and enterprise value approximately £2.4 billion
Bridge Term Loan of up to $2.85 billion from lenders led by JPMorgan Chase Bank, N.A., with loans maturing 364 days after closing
Expected completion in Q4 2025; Scheme must become effective no later than May 6, 2026
Shareholder and director irrevocable undertakings cover approximately 8.967% and 6.462% of Deliveroo's outstanding shares respectively
Astec Industries entered an agreement on April 28, 2025 to acquire 100% of TerraSource Holdings, a Missouri-based maker of material processing equipment and aftermarket parts, for $245.0 million on a cash-free, debt-free basis. Closing depends on customary conditions, including U.S. antitrust waiting periods, and the company has secured $500.0 million in committed senior credit facilities to fund the deal and refinance its existing credit agreement.
Total consideration is $245.0 million, subject to a customary purchase price adjustment.
Commitments from Wells Fargo cover a $150.0 million revolving credit facility and a $350.0 million term loan A.
Either party may terminate if the deal is not completed by August 1, 2025; Astec would owe a $15 million termination fee in certain cases.
Closing is subject to HSR antitrust clearance and other customary conditions.
Old National Bancorp completed its merger with Bremer Financial Corporation on May 1, 2025, and Bremer Bank merged into Old National Bank. Each Bremer share was converted into 4.182 Old National common shares, $26.22 in cash, and cash in lieu of fractional shares, and Old National assumed about $61.9 million of Bremer's junior subordinated debt. The filing does not include updated financial results for the combined company.
Each Bremer Class A and Class B share converted into 4.182 Old National common shares plus $26.22 in cash
Old National assumed about $61.9 million in aggregate principal of junior subordinated debt due June 1, 2036
Board expanded from 15 to 16 directors; Daniel C. Reardon appointed to fill the vacancy and to the Audit Committee
Systems conversion is anticipated in mid-October 2025; Community Growth Plan commitment raised from $9.5 billion to $11.1 billion
Archrock, Inc. completed its acquisition of Natural Gas Compression Systems, Inc. and NGCSE, Inc. on May 1, 2025. The company issued about 2.251 million new common shares to NGCSE and funded the $299 million cash portion with its ABL credit facility, and it said the deal is expected to be immediately accretive to 2025 earnings per share. Shareholders will see more shares outstanding, and the company said it remains committed to its 3.0 to 3.5 times target leverage ratio range.
NGCSI merger cash consideration was $266.7 million, subject to customary adjustments after closing.
NGCSE merger consideration was $90.4 million in cash and Archrock common stock combined.
About 2.251 million new Archrock common shares were issued to NGCSE Holdings, LLC at closing.
NGCSE Holdings agreed not to sell the stock for 180 days after the May 1, 2025 closing date.
CSW Industrials completed its acquisition of Aspen Manufacturing on May 1, 2025, for a cash purchase price of $313.5 million, subject to adjustments, funded with cash on hand and borrowings under its $500 million revolving credit facility. The company also plans to move its common stock listing from Nasdaq to the New York Stock Exchange, with NYSE trading under the symbol CSW starting June 9, 2025.
Aspen Manufacturing acquisition closed May 1, 2025; cash price $313.5 million, with $8 million placed in escrow
Company describes purchase price as approximately 11x Aspen's 2024 adjusted EBITDA of $28.5 million (preliminary, unaudited estimate)
Nasdaq trading ends at market close June 6, 2025; NYSE trading begins June 9, 2025 under the symbol CSW
Maiden Holdings shareholders approved the proposed combination with Kestrel Group LLC at a special general meeting on April 29, 2025, including the merger resolution for Maiden and a Bermuda holding company that will be renamed Kestrel Group Ltd. The company said closing is expected in the second quarter of 2025, subject to regulatory approvals and other customary conditions, so the deal is not yet complete.
Merger resolution approved with 110,798,574 votes For, 4,199,415 Against and 63,860 Abstain
Proposal to remove the 9.5% voting limitation approved with 76,705,952 votes For and 7,354,828 Against
Advisory vote on named executive officer merger-related compensation approved with 105,424,076 votes For and 8,739,795 Against
Closing expected in the second quarter of 2025, subject to regulatory approvals
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.