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).
BXP amended and restated the employment agreement of CEO and Chairman Owen D. Thomas, extending his term through December 31, 2029, from a previous expiration in December 2026. The company also granted equity awards under a 2025 Outperformance Plan to Mr. Thomas and other senior leaders, which vest only if BXP's dividend-adjusted stock price reaches set levels, and it expects about $11.6 million of related expense in 2026.
Term runs from December 22, 2025 through December 31, 2029; base salary stays at $950,000 and target bonus is $2,350,000
Outperformance Plan grants could total up to 711,864 LTIP Units; Mr. Thomas's grant is 211,864 units at maximum
Awards require a dividend-adjusted stock price of at least $90.00 for 20 consecutive trading days to earn any units; maximum requires $118.00
BXP expects about $32.1 million of OPP compensation expense over four years, including about $11.6 million, or $0.07 per share, in 2026
DexCom's board appointed Jacob S. Leach, its President and Chief Operating Officer, as President and Chief Executive Officer and a director, effective January 1, 2026, when Kevin R. Sayer resigns. Leach has been interim principal executive officer since Sayer's medical leave, and the board expects Sayer to return around March 2026, with Mark Foletta remaining interim Chairman until then.
Leach's offer letter sets an annual base salary of $1,150,000 and a target bonus of 150% of base salary.
Leach is to receive restricted stock units with a fair value of $7,500,000, vesting annually over three years, plus performance stock units with a target fair value of $7,500,000.
The board expects Kevin Sayer to return on or about March 2026; Mark Foletta will serve as interim Chairman until then.
Scholastic appointed Chief Growth Officer Jeffrey Mathews to the additional role of President, Education Solutions, and approved a higher base salary, a larger bonus target and a temporary severance provision for him. The company also approved a $1.5 million special bonus pool tied to two sale/leaseback transactions completed on December 17, 2025, with $400,000 each going to Mathews and CFO Haji Glover.
Base salary rises from $615,000 to $675,000 effective January 1, 2026, and his STIP bonus target rises from 60% to 70% of base salary.
Temporary 12-month severance provision pays 24 months of salary if he resigns due to a compensation downgrade, starting January 1, 2026.
A $1.5 million special bonus pool was approved on December 16, 2025 for executives tied to the two sale/leaseback transactions concluded December 17, 2025; Mathews and CFO Haji Glover each receive $400,000 from it.
Tetra Tech said it appointed Jeffrey R. Feeler and M. Susan Hardwick to its Board of Directors, effective December 29, 2025, expanding the board to eight members. Both are former chief executives and finance executives in the utility and environmental services sectors, and the company says their experience supports its focus on water consulting.
Jeffrey R. Feeler, 56, former Chairman and CEO of US Ecology, joins the Audit and Compensation Committees.
M. Susan Hardwick, 63, former CEO of American Water, joins the Audit and Nominating and Corporate Governance Committees.
Each director receives a $110,000 annual retainer and a $175,000 annual long-term equity award, 60% performance stock units and 40% restricted stock units.
Rexford Industrial's Compensation Committee approved the 2026 executive pay program, which reflects the planned appointment of Chief Operating Officer Laura Clark as chief executive effective April 1, 2026. The filing also states that co-CEOs Michael Frankel and Howard Schwimmer are departing, with separation dated March 31, 2026, and that Clark's equity awards and incentive targets are set higher than those of the other named executives.
Laura Clark becomes CEO effective April 1, 2026, with a 2026 base salary of $850,000 and a cash incentive target of 175% of salary
Michael Frankel and Howard Schwimmer each receive a 2026 base salary of $250,000, a pro rata portion of $1,000,000, paid through March 31, 2026
Clark received time-vesting LTIP units valued at $2,465,000 and performance-vesting LTIP units with a target value of $3,697,500, granted December 19, 2025
2026 cash incentive is weighted 40% Core FFO per diluted share, 30% Same Property Portfolio NOI and 30% qualitative measures
Oceaneering's board appointed Michael W. Sumruld as Senior Vice President and Chief Financial Officer, effective January 1, 2026, succeeding Alan R. Curtis, who is retiring. The board also elected Roger Jenkins, former CEO of Murphy Oil Corporation, as an independent, non-executive director, effective the same day. The filing discloses Sumruld's compensation package and that Curtis will remain in a supporting role during a transition period.
Michael W. Sumruld becomes Senior Vice President and CFO on January 1, 2026, replacing Alan R. Curtis, who retires at the end of 2025.
Sumruld's 2026 annual base salary is $505,000, with a long-term incentive award of $1,515,000 and a 2026 annual bonus target of 90% of base salary.
Roger Jenkins is elected as an independent, non-executive Class III director effective January 1, 2026, with a term extending to the 2028 Annual Meeting of Shareholders.
Sumruld joined Oceaneering in September 2025 as Senior Vice President, Finance, after serving as CFO of Parker Drilling Company.
BlackLine director Tom Unterman, a board member since 2010, told the board on December 19, 2025 that he will not stand for re-election at the 2026 annual meeting. The filing says the decision is not the result of any disagreement with the company, and he will remain a director until his term ends. The board expects to cut its size from 12 to 11 directors after the annual meeting election.
Unterman informed the board of his decision on December 19, 2025; he has served on the board since 2010.
He will continue as a director and on the Compensation and Nominating and Corporate Governance committees until his term is complete.
The board expects to reduce its size from 12 directors to 11 immediately after the 2026 annual meeting election.
The filing states the decision is not due to any disagreement with the company.
Nutanix's board appointed Tarkan Maner, its Chief Commercial Officer since November 2019, as President and Chief Commercial Officer effective December 18, 2025. His role expands to oversee sales, marketing and customer experience, and CEO Rajiv Ramaswami remains in his position.
Appointment effective December 18, 2025, by the Board of Directors
Tarkan Maner, age 56, previously served as Chairman and CEO of Nexenta Systems, Inc. from August 2013 to September 2019
Maner's expanded responsibilities include sales, marketing and customer experience
Existing compensation arrangements remain unchanged; Rajiv Ramaswami continues as CEO
Middlesex Water's board elected Robert Hoglund, former CFO of Consolidated Edison, as a director effective January 1, 2026, and he will serve on the Audit and Enterprise Risk Committees. The company also agreed on December 19, 2025 to amend the employment agreements of CFO Mohammed G. Zerhouni and COO Gregory Sorensen, setting severance terms and short-term incentive eligibility.
Robert Hoglund elected to the board on December 19, 2025, effective January 1, 2026; filing describes him as independent
Hoglund appointed to the Audit Committee and Enterprise Risk Committee, effective January 1, 2026
Employment agreement amendments with Mohammed G. Zerhouni (SVP, CFO and Treasurer) and Gregory Sorensen (VP and COO) cover a lump sum payment and benefit continuation if terminated without cause or resigning for good reason
Executives are also made eligible for annual short-term incentive compensation
Zions Bancorporation said Paul Burdiss will retire as president and CEO of its Zions Bank division effective December 31, 2025, and that Nate Callister, currently executive vice president and executive director of commercial banking at Zions Bank, will succeed him. Burdiss has agreed to a consulting arrangement for 2026, and the filing reports no financial results, so the change affects division leadership rather than reported performance.
Paul Burdiss retires as Zions Bank president and CEO effective December 31, 2025; he joined the company in 2015 as executive vice president and chief financial officer.
Nate Callister, currently executive vice president and executive director of commercial banking at Zions Bank, will succeed Burdiss.
Under a Retirement and Consulting Agreement effective December 20, 2025, Burdiss will provide advisory services during 2026 and receive four quarterly payments of $337,582.50 each.
The agreement includes non-compete and non-solicit provisions during the consulting period and up to 12 months of company-paid COBRA premiums.
Impinj amended the employment agreement of CEO Chris Diorio, changing his severance eligibility after certain qualifying terminations, and the Compensation Committee adopted an Executive Change in Control and Severance Policy covering key executives, including CFO Cary Baker and Chief Innovation Officer Cathal Phelan. The filing describes severance terms that would apply only if a qualifying termination occurs, and it does not report any change in officer roles or any financial results.
Diorio's amendment, dated December 19, 2025, provides a lump sum of 200% of base salary and full accelerated vesting of time-based equity awards after a qualifying termination within three months before to 12 months after a change of contro
Outside a change-of-control period, Diorio would receive 12 months of base salary continuation and COBRA reimbursement for up to 12 months.
The CIC Policy provides executives a lump sum of 100% of base salary and 100% of target annual bonus after a qualifying termination within the change-in-control period.
The filing states that neither the employment agreement nor the amendment requires tax gross-up payments to Diorio.
Blackbaud entered into an amended and restated employment agreement with CEO and President Michael Gianoni, dated December 17, 2025, under which he continues in both roles and on the Board. The initial term runs from January 1, 2026 to December 31, 2027, with optional one-year renewals, and the agreement sets out his pay, annual equity awards and severance terms. The filing does not report a change in leadership, but it defines the compensation and severance Gianoni could receive, which shareholders may track.
Base salary remains $800,000 per year, subject to annual increases at the Board's discretion.
Annual equity bonus target is 100% of base salary, with a payout range of zero to 200% of target.
The Company may grant an annual equity award with a target value of $6 million to $12 million, with a payout range of zero to 250% of target.
Severance on termination without cause or for good reason includes 24 months of base salary, subject to a release of claims.
Prudential Financial announced a realignment of its senior business leadership, with leaders of its U.S. businesses, Emerging Markets, the Japan Group and PGIM reporting directly to CEO Andrew Sullivan. Caroline Feeney, global head of Retirement and Insurance, will depart as her position is eliminated in an internal reorganization, and Phil Waldeck will become head of the U.S. businesses effective February 2, 2026.
Caroline Feeney, Executive Vice President and Global Head of Retirement and Insurance, is leaving; her position is being eliminated in an internal reorganization.
Feeney remains in her current role until February 2, 2026, and is expected to stay employed for a short period after that.
Phil Waldeck, head of Multi-Asset and Quantitative Solutions at PGIM, is appointed executive vice president and head of U.S. Businesses effective February 2, 2026.
Leaders of U.S. businesses, Emerging Markets, the Japan Group and PGIM will report directly to CEO Andrew Sullivan.
Fastenal said CEO Daniel Florness will step out of the role on July 16, 2026, and resign from the Board on the same date, with no disagreement with the company or Board cited. The Board appointed President and Chief Sales Officer Jeffery M. Watts as his successor, and Florness will serve as a Strategic Advisor until early 2028 to support the transition.
Florness will step out as CEO and leave the Board effective July 16, 2026, and told the Board of the decision on December 19, 2025.
Watts, currently President and Chief Sales Officer, was appointed CEO on December 19, 2025, effective July 16, 2026.
Florness is expected to serve as a Strategic Advisor to the new CEO until early 2028, with compensation to be set by the Compensation Committee in 2026.
Florness will keep his current CEO pay through 2026; Watts is expected to join the Board after shareholders re-elect Florness at the next annual meeting.
Coty's board appointed Markus Strobel, a former Procter & Gamble executive, as Executive Chairman and Interim CEO effective January 1, 2026. Sue Nabi will leave the CEO role on December 31, 2025, and Peter Harf resigns as chairman on the same date, so the leadership transition affects shareholders directly.
Markus Strobel becomes Executive Chairman and Interim CEO effective January 1, 2026, with a base salary of $1,250,000 that drops to $1,000,000 once he is no longer interim CEO.
Sue Nabi ceases to be CEO effective December 31, 2025, and receives a lump sum of approximately $1,741,575 in lieu of notice, with about 2,083,333 restricted stock units vesting on January 2, 2026.
Peter Harf resigns as Chairman and director effective December 31, 2025, after serving as chairman since 2020.
Patricia Capel joins the board effective January 1, 2026, and the Remuneration and Nomination Committee on the same date.
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.