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8-K filings in December 2025, explained

619 material Form 8-K filings that 507 companies we cover made with the SEC in December 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).

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15 of 619 briefs match

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UPWKUPWORK, INC Dec 11, 5:09 PM ET

Upwork names Sabrina Mekhalfa chief accounting officer, effective December 15, 2025

Neutral leadership Written later 5.02

Upwork appointed Sabrina Mekhalfa as its Chief Accounting Officer and principal accounting officer on December 8, 2025, effective December 15, 2025. The filing sets out her pay, including a $365,000 base salary, a $175,000 sign-on bonus and an $850,000 restricted stock unit award, along with severance terms that take effect if she is terminated without cause.

  • Base salary of $365,000, with a target annual bonus of 50% of base salary.
  • $175,000 cash sign-on bonus, payable after 90 days of service and subject to repayment if she leaves voluntarily or is discharged for cause before one year.
  • Restricted stock unit award valued at $850,000, vesting in quarterly installments of 1/12th over three years.
  • Previously Chief Accounting Officer at UserTesting Inc. from December 2020 to June 2023 and at Velocity Global Holdings (Pebl) from February 2025 to December 2025.
Read the filing on SEC.gov ↗
MTRNMATERION Corp Dec 11, 5:03 PM ET

Materion Director Reddy to Retire; Thomas Edman Appointed to Board

Neutral leadership Written later 5.02

Materion disclosed that director N. Mohan Reddy will retire from the Board at the 2026 annual shareholder meeting. The Board expanded to ten members and appointed Thomas T. Edman as a director effective January 21, 2026, to fill the new seat. The change is a routine board refresh with no stated effect on financial results.

  • N. Mohan Reddy gave notice on December 9, 2025 that he will retire at the 2026 annual meeting, after more than 25 years of service
  • Board size increased to ten members; Thomas T. Edman appointed effective January 21, 2026
  • Edman joins the Audit and Risk Committee and the Nominating, Governance and Corporate Responsibility Committee
  • Edman's annual restricted stock unit award increased to $145,000; the $100,000 initial equity award was eliminated
Read the filing on SEC.gov ↗
VSATVIASAT INC Dec 11, 4:51 PM ET

Viasat names Camellia FitzGerald chief accounting officer, effective January 2, 2026

Neutral leadership Written later 5.02

Viasat's board approved promoting Vice President Camellia E. FitzGerald to Chief Accounting Officer and principal accounting officer, effective January 2, 2026. It replaces Shawn Duffy, who leaves those roles on December 31, 2025 and will stay on as a Special Projects Advisor, a non-executive role.

  • Board approved the appointment on December 5, 2025; effective date is January 2, 2026
  • Shawn Duffy ceases as Chief Accounting Officer on December 31, 2025, when her severance agreement term expires
  • FitzGerald, 48, has been Vice President – Corporate Accounting and Finance at Viasat since 2014 and is a CPA in California
  • Duffy becomes a Special Projects Advisor from January 1, 2026
Read the filing on SEC.gov ↗
PPGPPG INDUSTRIES INC Dec 11, 4:26 PM ET

PPG elects Cintas CEO Todd Schneider to board, effective January 14, 2026

Neutral leadership Written later 5.02

PPG's board elected Todd M. Schneider, president and chief executive officer of Cintas, as a director effective January 14, 2026, and appointed him to the Nominating and Governance and Sustainability and Innovation committees. The filing also discloses that PPG buys products and services from Cintas, about $9,350,000 in 2024, which the companies say was in the ordinary course of business and less than one percent of each company's consolidated gross revenues.

  • Todd M. Schneider joins the board effective January 14, 2026 and will serve in the class of directors whose term expires at the 2026 Annual Meeting of Shareholders.
  • Schneider will serve on the Nominating and Governance Committee and the Sustainability and Innovation Committee.
  • PPG sold about $13,000 of products and services to Cintas in 2024 and purchased about $9,350,000 from Cintas in 2024.
  • PPG purchased about $7,550,000 of products and services from Cintas in the first three fiscal quarters of 2025.
Read the filing on SEC.gov ↗
BMIBADGER METER INC Dec 11, 4:22 PM ET

Badger Meter names new CFO Daniel Weltzien; CFO Robert Wrocklage moves to EVP role

Neutral leadership Written later 5.02

Badger Meter announced several executive appointments effective January 1, 2026, including Robert Wrocklage moving from Chief Financial Officer to Executive Vice President – North America Municipal Utility and Daniel Weltzien becoming Vice President – Chief Financial Officer and Treasurer. The company also amended and restated key executive employment agreements, including the CEO's, which set change-in-control severance terms. The filing reports no financial results, and the changes are mainly leadership and compensation updates.

  • Robert Wrocklage, Senior Vice President – CFO since 2019, becomes Executive Vice President – North America Municipal Utility on January 1, 2026, with base salary rising to $550,000
  • Daniel Weltzien, currently Vice President – Controller and Treasurer, becomes Vice President – CFO and Treasurer on January 1, 2026, with base salary rising to $390,000
  • Amended executive employment agreements provide severance of three times annual cash compensation for CEO Kenneth Bockhorst and two times for other executive officers after a qualifying termination following a change in control
Read the filing on SEC.gov ↗
HPHelmerich & Payne, Inc. Dec 11, 4:18 PM ET

Helmerich & Payne CEO John Lindsay to retire; Trey Adams named successor

Neutral leadership Written later 5.027.01

Helmerich & Payne CEO John Lindsay will retire as CEO and director after the March 4, 2026 Annual Meeting, and the Board has appointed President Raymond John "Trey" Adams III to succeed him. The filing says the retirement is not the result of any disagreement with the company on operations, policies or practices, and Lindsay will serve as a senior advisor through December 31, 2026 to support the transition.

  • Lindsay retires as CEO and director after the Annual Meeting on March 4, 2026.
  • Adams, 40, has been President since October 2025 and has worked at the company since 2008; the Board has nominated him for election to the Board at the Annual Meeting.
  • Lindsay will receive his base salary, a short-term cash incentive of 50% of his fiscal 2025 award for the first five months of fiscal 2026, and 77,818 restricted shares with a 1-year vesting period.
Read the filing on SEC.gov ↗
BNYBank of New York Mellon Corp Dec 11, 4:15 PM ET

BNY grants CEO Robin Vince $25.0 million in RSUs and 869,263 stock options

Neutral leadership Written later 5.02

BNY's Board elected Charles F. Lowrey, former Prudential Financial CEO, as an independent director effective February 15, 2026, expanding the Board to 12 directors. The Human Resources and Compensation Committee also approved an equity award to Chairman and CEO Robin Vince, with a grant date value of $25.0 million in restricted stock units plus 869,263 stock options, which vest or become exercisable over five and six years.

  • Charles F. Lowrey elected as an independent director, effective February 15, 2026; Board will have 12 directors
  • Lowrey has been Executive Chairman of Prudential Financial since April 2025 and was its CEO from December 2018 until March 2025
  • On December 8, 2025, the HRCC unanimously approved an award to CEO Robin Vince of RSUs valued at $25.0 million at grant plus 869,263 stock options
  • RSUs and options vest or become exercisable in two equal installments on the fifth and sixth anniversaries of the grant date
Read the filing on SEC.gov ↗

Sensata CTO George Verras to leave company effective December 31, 2025

Neutral leadership Written later 5.02

Sensata Technologies agreed on December 8, 2025 to a separation agreement with George Verras, its Executive Vice President and Chief Technology Officer, who will remain in the role through December 31, 2025. The filing says the departure is not due to any disagreement over the company's operations, policies or practices, and it sets out severance payments that Verras will receive.

  • Cash severance of $600,000, equal to 12 months of base salary, paid in installments starting January 1, 2026
  • Payment of 100% of Verras' average bonus for 2024 and 2025, paid during the 12-month severance period
  • Lump-sum 2025 annual bonus under the Executive Bonus Program, payable no later than February 28, 2026
Read the filing on SEC.gov ↗
LULUlululemon athletica inc. Dec 11, 4:08 PM ET

lululemon CEO Calvin McDonald to step down effective January 31, 2026

Mixed leadership Written later 2.025.028.01

lululemon said CEO Calvin McDonald will step down effective January 31, 2026, with CFO Meghan Frank and André Maestrini serving as interim co-CEOs while the board searches for a permanent CEO. In the same day's filing, third-quarter net revenue rose 7% to $2.6 billion, but income from operations fell 11% and diluted EPS fell to $2.59 from $2.87. The board also approved a $1.0 billion increase to the stock repurchase program.

  • Calvin McDonald steps down as CEO and director effective January 31, 2026, and serves as senior advisor through March 31, 2026
  • Meghan Frank and André Maestrini named interim co-CEOs effective January 31, 2026; Marti Morfitt appointed executive chair effective immediately
  • Third-quarter net revenue rose 7% to $2.6 billion; diluted EPS was $2.59 versus $2.87 a year earlier
  • Board approved a $1.0 billion repurchase increase on December 3, 2025; about $1.6 billion remained authorized as of December 11, 2025
Read the filing on SEC.gov ↗

Western Alliance Appoints Two New Directors, Expanding Board to Fifteen

Neutral leadership Written later 5.02

Western Alliance Bancorporation added two directors, Dr. Michael Papay and Mr. Clarke Starnes III, effective December 10, 2025, expanding the Board to fifteen members. The company said the appointments add expertise in cybersecurity and risk management as it nears the $100 billion asset threshold.

  • Dr. Michael Papay, former Executive Vice President of Technology Risk and Information Security at American Express, joins the Audit and Risk Committees.
  • Mr. Clarke Starnes III, former Chief Risk Officer at Truist, joins the Finance and Investment and Risk Committees.
  • Both directors serve until the 2026 annual meeting and receive standard non-employee director compensation.
Read the filing on SEC.gov ↗
VEEVVEEVA SYSTEMS INC Dec 11, 4:04 PM ET

Veeva Systems names Vipin Kondath principal accounting officer effective December 12, 2025

Neutral leadership Written later 5.02

Veeva Systems appointed Vipin Kondath, its VP and Corporate Controller since April 2022, as principal accounting officer, effective December 12, 2025. The filing states his compensation did not change as a result of the appointment.

  • Board appointed Vipin Kondath as principal accounting officer on December 10, 2025, effective December 12, 2025.
  • Kondath, age 50, has been VP, Corporate Controller since April 2022 and previously was Senior Director of Revenue Accounting from August 2019 to March 2022.
  • No change to his compensation; he entered Veeva's standard indemnification agreement.
Read the filing on SEC.gov ↗
EOGEOG RESOURCES INC Dec 11, 9:06 AM ET

EOG Resources appoints John D. Chandler, former Williams CFO, to its Board

Neutral leadership Written later 5.02

EOG Resources appointed John D. Chandler to its Board of Directors and Audit Committee, effective December 10, 2025. Chandler was formerly CFO of The Williams Companies and of Magellan Midstream Partners, and he will receive the same director cash retainer and an RSU grant as other non-employee directors.

  • Chandler appointed to Board and Audit Committee effective December 10, 2025
  • Previously SVP and CFO of The Williams Companies from 2017 until retiring in 2022
  • RSU grant based on NYSE closing price on December 15, 2025 grant date, cliff vesting one year later
  • Filing does not report a financial result or guidance change
Read the filing on SEC.gov ↗
MOALTRIA GROUP, INC. Dec 11, 7:06 AM ET

Altria CEO Billy Gifford to retire May 14, 2026; Sal Mancuso named successor

Neutral leadership Written later 5.027.01

Altria said CEO William Gifford will retire as CEO and director effective May 14, 2026, at the close of its 2026 Annual Meeting, and the board elected CFO Salvatore Mancuso as his successor as CEO. Heather Newman, currently Chief Strategy & Growth Officer, was elected CFO on the same effective date. The changes put a new CEO and CFO in place for shareholders, though the filing does not disclose Mancuso's compensation, which the board will set later.

  • Billy Gifford retires as CEO and director effective May 14, 2026; he will consult for Altria through at least the end of 2026
  • Salvatore Mancuso, 60, currently Executive Vice President and CFO, elected CEO effective May 14, 2026
  • Heather Newman, 48, elected CFO effective May 14, 2026; received a special RSU grant valued at $1,500,000 vesting November 20, 2030
Read the filing on SEC.gov ↗
BRK-BBERKSHIRE HATHAWAY INC Dec 11, 6:02 AM ET

Berkshire Hathaway CFO Marc Hamburg to retire; Charles Chang named successor June 1, 2026

Neutral leadership Written later 5.02

Berkshire Hathaway said CFO Marc Hamburg will resign as Chief Financial Officer on June 1, 2026 and retire on June 1, 2027, and that Charles C. Chang, currently CFO of Berkshire Hathaway Energy, will succeed him on June 1, 2026. The December 8, 2025 press release also named new leaders at GEICO, the consumer products and retailing businesses and general counsel, and said Gregory E. Abel will become President and CEO of Berkshire on January 1, 2026, which changes top leadership across several units.

  • Marc D. Hamburg resigns as CFO June 1, 2026 and retires June 1, 2027, after 40 years of service.
  • Charles C. Chang, 57, succeeds Hamburg as SVP and CFO on June 1, 2026; he has been BHE's CFO since October 1, 2024.
  • Chang's compensation arrangements have not been finalized and will be disclosed in an amended 8-K.
  • Gregory E. Abel becomes President and CEO on January 1, 2026; Nancy L. Pierce named GEICO CEO effective immediately after Todd A. Combs resigned to join JPMorgan Chase.
Read the filing on SEC.gov ↗
CERTCertara, Inc. Dec 11, 6:00 AM ET

Certara names IQVIA executive Jon Resnick CEO effective January 1, 2026

Neutral leadership Written later 5.02

Certara appointed Jon Resnick, president of IQVIA's U.S. and Canada regional business, as chief executive officer effective January 1, 2026, succeeding William Feehery, who departs as CEO and director on December 31, 2025. Resnick also joins the board, and the company reaffirmed its 2025 full-year financial outlook, which means the leadership change does not come with a revised forecast.

  • Resnick receives an initial annual base salary of $750,000 and a target bonus of 100% of salary.
  • A make-whole restricted stock unit grant with a target value of $6,500,000 vests over the first two yearly anniversaries of the start date.
  • Feehery will receive a consulting fee of $20,000 per month and pro-rata vesting of equity awards granted in May 2025; either party can end the consulting arrangement with five days' notice.
  • The company reaffirmed its 2025 full-year financial outlook, as previously disclosed on November 6, 2025.
Read the filing on SEC.gov ↗

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.