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).
ProCap Acquisition Corp closed its initial public offering on May 22, 2025, selling 25,000,000 units at $10.00 each for $250 million in gross proceeds, including 3,000,000 units from a partial exercise of the underwriters' over-allotment option. The full $250 million was placed in a trust account, and the company's sponsor bought 430,000 private placement units for $4.3 million. The company is a blank check company that has not selected a business combination target, so shareholders' funds remain in trust until a deal is completed or the public shares are redeemed.
IPO closed May 22, 2025: 25,000,000 units at $10.00 per unit, $250 million gross proceeds, including 3,000,000 units from a partial over-allotment exercise.
Each unit includes one Class A ordinary share and one-third of one redeemable warrant, with each whole warrant exercisable at $11.50 per share.
Sponsor ProCap Acquisition Sponsor, LLC bought 430,000 private placement units at $10.00 each, generating $4.3 million.
The $250 million trust account is held by Odyssey Transfer and Trust Company, and the company has 24 months to complete a business combination.
Abercrombie & Fitch reported first quarter net sales of $1.1 billion, up 8% from a year earlier, but diluted earnings per share fell to $1.59 from $2.14 and operating margin fell to 9.3% from 12.7%. The company lowered its full-year fiscal 2025 net income per diluted share outlook to $9.50 to $10.50 from $10.40 to $11.40, and cut its operating margin outlook to 12.5% to 13.5% from 14% to 15%.
Net sales of $1.1 billion, up 8%, with comparable sales up 4%; Hollister brands up 22% and Abercrombie brands down 4%
Diluted EPS of $1.59 versus $2.14 a year earlier; operating income of $102 million versus $130 million
Full-year fiscal 2025 EPS outlook lowered to $9.50 to $10.50 from $10.40 to $11.40; net sales growth outlook of 3% to 6% versus 3% to 5% previously
Repurchased 2.6 million shares for $200 million in the quarter, with $1.1 billion remaining on the authorization set in March 2025
At its May 29, 2025 annual meeting, Bruker's stockholders approved the Bruker Corporation 2026 Incentive Compensation Plan, which replaces the 2016 plan and reserves up to 12,000,000 shares for awards. The filing also reports that all four director nominees were elected and that stockholders approved the advisory say-on-pay vote and the ratification of PricewaterhouseCoopers LLP as auditor.
Plan authorizes up to 12,000,000 shares of common stock, including 6,000,000 new shares, and takes effect February 19, 2026, when the 2016 plan expires
Plan adoption approved with 90,071,055 votes for and 24,751,839 against, with 17,338,019 broker non-votes
Director Frank H. Laukien received 114,517,162 votes for; Richard A. Packer received 89,464,768 votes for and 38,597,851 withheld
PricewaterhouseCoopers LLP ratified as auditor for fiscal 2025 with 131,634,268 votes for
Virtu Financial said on May 29, 2025 that it has notified Nasdaq it will voluntarily withdraw the principal listing of its Class A Common Stock and transfer it to the New York Stock Exchange. The stock will keep the symbol VIRT, so shareholders will not need to take action to keep their shares, though the exchange on which the stock is listed will change.
Nasdaq listing of the Class A Common Stock is expected to cease at the close of trading on June 16, 2025.
NYSE listing is expected to begin at market open on June 17, 2025, and the Common Stock has been approved for listing there.
The stock will continue to trade under the symbol VIRT.
The transfer was authorized by the Board of Directors and is described in Exhibit 99.1, a press release dated May 29, 2025.
Truist Financial Corporation's board appointed Jonathan Pruzan, former Morgan Stanley chief operating officer and co-president of Pretium, as a director of the company and of Truist Bank, effective immediately. He will serve on the Joint Risk Committee of the Boards, and the filing does not report any financial results or guidance changes.
Board appointment made May 27, 2025, effective immediately
Pruzan receives a $100,000 annual cash retainer, a $15,000 Risk Committee retainer, and $180,000 in annual restricted stock units
Pruzan spent nearly 30 years at Morgan Stanley (1994-2023), including as chief financial officer from 2015 to 2021
CooperCompanies reported fiscal second-quarter 2025 results for the period ended April 30, 2025, with revenue up 6% to $1,002.3 million and non-GAAP diluted EPS up 14% to $0.96. GAAP diluted EPS was $0.44, flat from a year earlier, and the company updated its fiscal 2025 guidance, though the filing does not show the prior guidance for comparison. The company also repurchased $40.6 million of common stock during the quarter.
Revenue of $1,002.3 million, up 6% from $942.6 million a year earlier, and up 7% organically.
GAAP diluted EPS of $0.44, flat year over year; non-GAAP diluted EPS of $0.96, up from $0.85.
Updated fiscal 2025 guidance: total revenue of $4,107 million to $4,146 million and non-GAAP diluted EPS of $4.05 to $4.11.
Repurchased $40.6 million of stock at an average price of $75.60; $215.8 million of authorization remains.
Colgate-Palmolive's board elected Shane Grant, formerly of Group Danone, as Chief Operating Officer, Americas, effective June 16, 2025, with a base salary of $1,100,000 and a target bonus of 115% of salary. The filing also says Prabha Parameswaran will become Vice Chair and retire on October 1, 2025, and names new operating and growth roles for two other executives.
Shane Grant, 50, joins from Group Danone, where he was Group Deputy CEO and CEO Americas; he will report to CEO Noel R. Wallace
Grant's package includes a 90,000-unit restricted stock unit replacement award and a $1,000,000 sign-on bonus plus a $1,500,000 transition allowance
Prabha Parameswaran, Group President, Growth and Strategy, plans to retire October 1, 2025 and becomes Vice Chair effective June 16, 2025
Panagiotis Tsourapas and John Hazlin receive promotions to Chief Operating Officer roles and Chief Growth Officer, respectively, effective June 16, 2025
Eagle Materials' Compensation Committee approved annual long-term incentive equity awards to a group of officers, including its named executive officers, effective May 22, 2025. Performance awards depend on average return on equity over fiscal 2025 to 2028, adjusted for total stockholder return, while time-vesting awards vest in tranches through March 31, 2028. The filing discloses routine compensation terms rather than a change in leadership or financial results.
Grant date May 22, 2025; stock option exercise price is the closing price of $213.66
CEO Michael R. Haack's target equity award value is $6,000,115, with 10,531 PSUs and 8,247 performance-vesting options
CFO D. Craig Kesler's target equity award value is $1,400,482
Performance awards pay out at 50% of target at threshold and 200% of target at maximum over a three-year period ending fiscal 2028
American Eagle Outfitters reported a first-quarter operating loss of $85 million, compared with operating income of $78 million a year earlier, and diluted loss of $0.36 per share versus earnings of $0.34. Net revenue fell 5% to $1.1 billion, and the company withdrew its fiscal 2025 outlook while giving second-quarter operating income guidance of $40 to $45 million.
Net revenue of $1.1 billion fell 5%; comparable sales declined 3%
GAAP operating loss of $(85) million vs. operating income of $78 million a year earlier; diluted loss of $(0.36) per share
Gross margin fell to 29.6% from 40.6%, driven by inventory writedowns, higher markdowns and increased product costs
Second-quarter operating income guidance of $40 to $45 million; fiscal 2025 outlook remains withdrawn; 2025 capital expenditures now expected at about $275 million vs. prior guidance of about $300 million
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
Universal Corporation reported fiscal 2025 revenue of $2.9 billion, up 7%, and operating income of $232.8 million, up 5%. Net income attributable to the company fell 21% to $95.0 million, and fourth-quarter net income dropped 77% to $9.3 million, which included a $14.1 million pension settlement charge.
Fiscal 2025 diluted EPS was $3.78 versus $4.78 a year earlier; adjusted diluted EPS was $4.63 versus $5.08.
Fourth-quarter revenue fell 9% to $702.3 million, and diluted EPS was $0.37 versus $1.61.
The company's outlook expects fiscal 2026 flue-cured and burley tobacco crops outside China to rise 20% and 30%, respectively.
Loews Corporation disclosed that Richard W. Scott, its Senior Vice President and Chief Investment Officer, informed the company on May 27, 2025 that he will retire effective December 31, 2025. The filing does not name a successor or describe the reasons for the departure.
Richard W. Scott, Senior Vice President and Chief Investment Officer, will retire.
Notice given to Loews on May 27, 2025; retirement effective December 31, 2025.
The filing does not name a successor or provide retirement compensation terms.
Gap Inc. reported first quarter fiscal 2025 results for the period ended May 3, 2025, with net sales of $3.5 billion, up 2% from a year earlier, and operating income of $260 million, up from $205 million. Diluted earnings per share were $0.51, compared with $0.41 a year earlier. The company's full-year outlook projects net sales growth of 1% to 2% and operating income growth of 8% to 10%, excluding an estimated $100 million to $150 million net impact from current tariffs.
Net sales were $3.5 billion ($3,463 million), up 2%, with comparable sales up 2%.
Operating income was $260 million, up from $205 million, for an operating margin of 7.5%.
Diluted EPS was $0.51 versus $0.41 a year earlier; net income was $193 million.
Fiscal 2025 outlook: net sales growth of 1% to 2%; operating income growth of 8% to 10% before an estimated $100 million to $150 million net tariff impact; second quarter net sales approximately flat.
UiPath reported fiscal first quarter 2026 results for the period ended April 30, 2025, with revenue of $357 million, up 6% year over year, and ARR of $1.693 billion, up 12%. The GAAP net loss narrowed to $23 million from $29 million a year earlier, and the company issued second-quarter and full-year revenue ranges, which set expectations for shareholders.
Revenue of $357 million, up from $335 million in the same quarter last year
GAAP operating loss of $16 million, compared with a $49 million loss a year earlier
Second-quarter revenue guidance of $345 million to $350 million; full-year fiscal 2026 revenue guidance of $1.549 billion to $1.554 billion
Waters Corporation amended and restated its credit agreement on May 22, 2025, removing a $200 million term loan and keeping its $1.8 billion senior unsecured revolving credit facility. The revolver now matures on May 22, 2030, with an accordion feature that could lift total commitments to $2.55 billion, which gives the company flexibility for acquisitions, debt repayment and share repurchases.
Existing $200 million term loan facility removed; $1.8 billion revolving facility retained
Revolver matures May 22, 2030, with a possible one-year extension at lender discretion
Incremental commitments up to $750 million allowed, capped at $2.55 billion total
Leverage covenant maximum of 3.50 to 1.00, rising to 4.25 to 1.00 after a material acquisition of $500 million or more in cash
On May 29, 2025, Northrop Grumman issued $500 million of 4.650% senior notes due 2030 and $500 million of 5.250% senior notes due 2035, for $1 billion in total. The notes were sold under an underwriting agreement dated May 27, 2025 with Mizuho Securities, Goldman Sachs and Morgan Stanley as representatives. The filing describes new borrowing rather than an operating result, so it does not show a change in earnings or guidance.
$500 million of 4.650% senior notes mature July 15, 2030
$500 million of 5.250% senior notes mature July 15, 2035
Indenture covenants limit the company's ability to create liens, enter certain sale and leaseback transactions, and engage in certain asset sales, subject to exceptions
Notes were issued under a Thirteenth Supplemental Indenture with The Bank of New York Mellon as trustee
Ulta Beauty reported first-quarter fiscal 2025 results for the period ended May 3, 2025, with net sales up 4.5% to $2.8 billion and diluted earnings per share of $6.70, versus $6.47 a year earlier. Net income fell to $305.1 million from $313.1 million, and operating margin declined to 14.1% from 14.7%. The company raised its fiscal 2025 diluted EPS outlook to $22.65 to $23.20 from $22.50 to $22.90.
Net sales rose 4.5% to $2.8 billion; comparable sales increased 2.9%, driven by a 2.3% rise in average ticket and a 0.6% rise in transactions.
Diluted EPS was $6.70 versus $6.47, while net income declined to $305.1 million from $313.1 million and the effective tax rate rose to 24.6% from 23.2%.
Fiscal 2025 outlook: diluted EPS raised to $22.65 to $23.20 from $22.50 to $22.90; net sales raised to $11.5 billion to $11.7 billion; comparable sales raised to 0% to 1.5%.
Share repurchases of $358.7 million in the quarter; $2.3 billion remained under the $3.0 billion program as of May 3, 2025.
On May 29, 2025, Wabtec completed a public offering of $500 million of 4.900% senior notes due 2030 and $750 million of 5.500% senior notes due 2035. The notes are senior unsecured obligations, guaranteed by certain subsidiaries, and add new long-term debt to the company's balance sheet.
2030 Notes: $500 million, 4.900% interest, maturing May 29, 2030
2035 Notes: $750 million, 5.500% interest, maturing May 29, 2035
Interest paid semi-annually starting November 29, 2025; change of control triggers an offer at 101% of principal
Offering made under shelf registration filed November 8, 2023, and amended May 19, 2025; trustee is U.S. Bank Trust Company
NetApp reported fourth-quarter fiscal 2025 net revenues of $1.73 billion, up 4% from a year earlier, and GAAP net income of $340 million, or $1.65 per share, compared with $291 million and $1.37 a year earlier. The company guided fiscal 2026 net revenues to $6.625 billion to $6.875 billion and authorized up to an additional $1.1 billion in share repurchases, while Executive Vice President and Chief Product Officer Harvinder Bhela plans to leave that role by June 20, 2025.
Q4 fiscal 2025 net revenues $1.73 billion, up 4% year over year; GAAP EPS $1.65 vs. $1.37
Fiscal 2026 net revenue guidance $6.625 billion to $6.875 billion; GAAP EPS guidance $5.80 to $6.10
Board authorized up to an additional $1.1 billion in stock repurchases on May 22, 2025, with no expiration date
Chief Product Officer Harvinder Bhela to transition out of his role by June 20, 2025
At its May 22, 2025 annual meeting, Quanta Services stockholders approved Amendment No. 2 to the 2019 Omnibus Equity Incentive Plan, which raises the number of shares that may be issued under the plan by 4,190,000. The company also said Executive Vice President – Business Administration Derrick Jensen will resign effective June 1, 2025, and will stay on in an advisory role at an annual base salary of $200,000. Shareholders also re-elected all ten director nominees and ratified PricewaterhouseCoopers LLP as auditor for fiscal 2025.
Stockholders approved Amendment No. 2, adding 4,190,000 shares to the 2019 Omnibus Equity Incentive Plan on May 22, 2025.
Derrick Jensen resigned as EVP – Business Administration effective June 1, 2025, and will serve in an advisory role with a $200,000 base salary.
All ten director nominees were elected to one-year terms expiring at the 2026 annual meeting.
PricewaterhouseCoopers LLP was ratified for fiscal 2025 with 119,775,163 votes for and 7,886,382 against; executive pay advisory vote received 108,939,966 for and 7,703,334 against.
Robert Half entered a new $100 million credit agreement with Bank of America, N.A. on May 28, 2025, and terminated its 2020 credit agreement with JPMorgan Chase Bank the same day. The company had no outstanding borrowings under the 2020 facility and paid no early termination fees, and the subsidiaries Protiviti Inc., RH-TM Resources, Inc. and Protiviti Government Services, Inc. guaranteed the new facility's obligations.
New $100 million credit agreement with Bank of America, N.A. as administrative agent, dated May 28, 2025
2020 Credit Agreement with JPMorgan Chase Bank, N.A. terminated May 28, 2025; it provided up to $100 million with no outstanding borrowings
No early termination fees associated with terminating the 2020 agreement
Protiviti Inc., RH-TM Resources, Inc. and Protiviti Government Services, Inc. guaranteed the Company's obligations under the new agreement
On May 28, 2025, American Airlines, Inc. and AAdvantage Loyalty IP Ltd. amended their 2021 term loan agreement to borrow $1.0 billion of incremental term loans, which the filing says is intended to refinance near-term maturities. The new loans mature May 28, 2032, and carry interest at a base rate plus 2.25% or SOFR plus 3.25%, adding to the company's debt load.
Borrowers incurred $1.0 billion of incremental term loans under the Third Amendment, dated May 28, 2025
Loans mature May 28, 2032; principal amortization of 0.25% per quarter begins July 2025
Interest: base rate plus 2.25% per annum, or three-month SOFR plus 3.25% per annum, at the Borrowers' option
Proceeds fund a reserve account, an intercompany loan to American, and general corporate purposes including near-term maturities
At its May 28, 2025 annual meeting, Celsius Holdings stockholders approved a 2025 Omnibus Incentive Compensation Plan, a 2025 Employee Stock Purchase Plan, and an increase in authorized common stock from 300 million to 400 million shares. Shareholders also re-elected all nine directors and ratified Ernst & Young LLP as auditor for 2025, and the filing reports no change to the company's financial results.
Stockholders approved the 2025 Plan for up to 6,000,000 shares and the 2025 ESPP for up to 850,000 shares.
Authorized common stock rises from 300,000,000 to 400,000,000 shares, effective May 28, 2025 with the Nevada filing.
Stockholders voted for an annual say-on-pay vote, with 167,497,782 votes for and 2,887,983 against on the compensation resolution.
All nine director nominees were elected to serve until the 2026 annual meeting.
Koppers Holdings named James A. Sullivan, its President and Chief Operating Officer through May 31, 2025, as President and Chief Transformation Officer, effective June 1, 2025. The newly created role will lead the company-wide Catalyst transformation initiative, and business unit leaders will now report to CEO Leroy Ball. The filing does not include financial results, guidance or cost targets for the initiative.
Sullivan, 61, served as President and Chief Operating Officer from January 2024 through May 31, 2025, and joined Koppers in June 2013.
The new role is effective June 1, 2025, and he will lead the Transformation Office overseeing the Catalyst Initiative.
Business unit leadership will now also report to CEO and Chairman Leroy Ball.
Ball said the company aims to improve its margin and cash flow profile, but the filing gives no quantified targets.
Roivant reported a loss from continuing operations of $252.4 million for the three months ended March 31, 2025, compared with a $95.0 million loss a year earlier, on revenue of $7.6 million versus $9.0 million. For the fiscal year, it reported a $729.8 million loss from continuing operations, compared with income of approximately $4.5 billion in the prior year, which included a gain on the Telavant net assets sale. The company repurchased $1.3 billion of shares, cutting outstanding shares by 14%, and ended the period with $4.9 billion in cash, cash equivalents, restricted cash and marketable securities.
Q4 revenue was $7.6 million versus $9.0 million a year earlier; R&D expenses rose to $145.2 million from $107.6 million
Fiscal year loss from continuing operations of $729.8 million, compared with income of approximately $4.5 billion in fiscal 2024
Share repurchases of $1.3 billion as of March 31, 2025, reducing outstanding shares by 14% from March 31, 2024
Cash, cash equivalents, restricted cash and marketable securities of $4.9 billion at March 31, 2025
Bath & Body Works reported first quarter 2025 net sales of $1,424 million, up 2.9%, and earnings of $0.49 per diluted share, up from $0.38, with EPS above the high end of its guidance range. The company maintained its full-year 2025 guidance and gave second quarter EPS guidance of $0.33 to $0.38, and it said the CEO transition could reduce 2025 EPS by about $0.05, which its guidance excludes.
Q1 net sales $1,424 million, up 2.9% from $1,384 million; diluted EPS $0.49 vs. $0.38, above the high end of guidance.
Full-year 2025 guidance maintained: net sales growth of 1% to 3% and diluted EPS of $3.25 to $3.60, including current tariff rates.
Q2 2025 guidance: net sales flat to up 2%; diluted EPS of $0.33 to $0.38, vs. $0.37 adjusted EPS in Q2 2024.
Daniel Heaf appointed CEO effective May 16, 2025; the company estimates the transition could reduce 2025 EPS by about $0.05.
Kohl's reported first-quarter fiscal 2025 results for the quarter ended May 3, 2025, with net sales down 4.1% and a net loss of $15 million, compared with $27 million a year earlier. The company affirmed its full-year 2025 outlook, while the presentation says the Board reduced the annual dividend to $0.50 per share and Michael Bender is serving as Interim CEO.
Net sales decreased 4.1% to $3.0 billion; comparable sales fell 3.9%.
Net loss was $15 million, or ($0.13) per diluted share, versus $27 million, or ($0.24) per share, a year earlier.
Full-year 2025 guidance was affirmed, including diluted EPS of $0.10 to $0.60.
Quarterly dividend of $0.125 per share is payable June 25, 2025, to holders of record on June 11, 2025.
Best Buy reported first-quarter fiscal 2026 revenue of $8.77 billion, down from $8.85 billion a year earlier, with comparable sales down 0.7%. Diluted EPS fell to $0.95 from $1.13, and adjusted diluted EPS fell to $1.15 from $1.20, after $109 million of restructuring charges tied to its Best Buy Health business. The company also lowered its full-year fiscal 2026 adjusted diluted EPS guidance to $6.15 to $6.30 from $6.20 to $6.60, citing tariffs, which weighs on shareholder returns.
Q1 revenue was $8.77 billion versus $8.85 billion; enterprise comparable sales fell 0.7%
Diluted EPS was $0.95 versus $1.13; adjusted diluted EPS was $1.15 versus $1.20
FY26 revenue guidance cut to $41.1 billion to $41.9 billion from $41.4 billion to $42.2 billion
Board declared a quarterly dividend of $0.95 per share, payable July 10, 2025
Hamilton Lane reported fourth-quarter and full fiscal 2025 results for the year ended March 31, 2025. Full-year management and advisory fees rose 14% to $513.9 million and GAAP net income rose 54% to $217.4 million, while fourth-quarter GAAP EPS slipped 2% year over year. The company also declared a quarterly dividend of $0.54 per share and set a full-year dividend target of $2.16, up 10%.
Full-year GAAP diluted EPS was $5.41, up 47% from $3.69 in fiscal 2024
Fourth-quarter GAAP diluted EPS was $1.23 versus $1.26 a year earlier; non-GAAP EPS was $1.21 versus $1.38
Assets under management reached $138 billion at March 31, 2025, up 11% year over year
Quarterly dividend of $0.54 per share is payable July 7, 2025 to holders of record on June 20, 2025
Burlington Stores reported first-quarter fiscal 2025 results for the period ended May 3, 2025, with total sales up 6% to $2.5 billion and diluted EPS of $1.58 versus $1.22 a year earlier. Adjusted EPS of $1.67 was well ahead of company guidance, but the CEO said about half of that beat reflects expense timing that will weigh on the second quarter, and he warned tariffs will pressure merchandise margins. The company maintained full-year adjusted EPS guidance of $8.70 to $9.30.
Total sales rose 6% to $2.5 billion, while comparable store sales were flat.
Net income was $101 million, or $1.58 per diluted share, versus $79 million, or $1.22, a year earlier.
Adjusted EPS rose 18% to $1.67, excluding bankruptcy acquired lease expenses; full-year adjusted EPS guidance of $8.70 to $9.30 was maintained.
On May 20, 2025, the Board authorized up to an additional $500 million of common stock repurchases, executable through May 2027.
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.