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).
Matthews International completed the sale of its Warehouse Automation business, Matthews Automation Solutions, LLC, and certain related assets to Duravant LLC on December 31, 2025. Total consideration was $232.1 million, including $225.4 million in cash and the assumption of certain liabilities, and the company plans to use the net proceeds to significantly reduce debt. The company said its strategic alternatives review remains ongoing.
Sale closed December 31, 2025, under an Equity Purchase Agreement dated November 12, 2025
Total consideration of $232.1 million: $225.4 million cash plus assumed liabilities
The business generated $72 million in sales in fiscal 2025
Net proceeds, after taxes and transaction costs, will be used to significantly reduce outstanding debt
Viper Energy disclosed an Omnibus Transaction Agreement dated December 23, 2025, under which Sitio-named entities and other listed entities merged into Viper's Old OpCo, which then merged into a subsidiary of VNOM Sub, Inc. alongside the issuance of New OpCo limited liability company interests. The filing also reports an amended New OpCo LLC Agreement that lets members require Viper to redeem Class B shares for Class A shares, or lets Viper elect a cash payment based on a 20-day average closing price, which shapes how the reorganized ownership can be exchanged.
Omnibus Transaction Agreement dated December 23, 2025 among Viper, Sitio Permian, LP, Sitio Appalachia, LP, Sitio Nuevo, LP, Sitio Anadarko, LP, and other listed entities
New OpCo LLC Agreement adopted by VNOM Sub, Inc. with affiliates of Diamondback Energy, Tumbleweed Royalty IV, NGU Management and EnCap Energy Capital Fund X
Members may require redemption of Paired Units for Class A common stock; Viper may elect cash settlement based on the average of the 20 trading days' closing prices before determination
Filing is dated December 30, 2025 and lists the agreements as Exhibits 2.1 and 10.1; certain schedules were omitted
Penguin Solutions' indirect subsidiary SMART Modular Technologies (LX) agreed on December 29, 2025 to sell its 19% interest in Zilia Technologies to Lexar Europe B.V. for $46.08 million. Closing is expected on March 30, 2026, or by April 28, 2026 if certain Parent Group Company approvals are not obtained by March 30, 2026. The filing does not state a financial effect on Penguin Solutions' results, but it ends the company's remaining stake in Zilia.
Purchase price: $46.08 million for Seller's 19% interest in Zilia
Buyer Lexar Europe B.V. previously bought the other 81% of Seller's Zilia interest in November 2023
Expected closing: 4:00 p.m. Pacific Time on March 30, 2026; latest date April 28, 2026 if approvals are delayed
Closing is subject to customary closing conditions; the full agreement will be filed with the Form 10-Q for the quarter ended November 28, 2025
Azenta's subsidiary Azenta Germany GmbH signed a definitive agreement on December 23, 2025 to sell B Medical Systems S.À R.L. to Thelema S.À R.L. for $63 million, with closing expected on or before March 31, 2026. The buyer's completion depends on securing final residual financing, and the filing states there is no assurance that condition will be met. The transaction is with a related party, since Thelema's majority owner is Luc Provost, Azenta's Vice President and CEO of B Medical.
Purchase price is $63 million: $9 million deposited with Azenta Germany GmbH and $54 million due on or before March 31, 2026.
Thelema's financing for the acquisition is a condition to completion; if not satisfied by March 31, 2026, either party may terminate.
If terminated for the financing condition, Azenta Germany GmbH will keep $5 million of the deposit as a break-up fee.
Related party: Luc Provost, Azenta Vice President and CEO of B Medical, is Thelema's majority owner; the filing says terms were negotiated at arm's length after a competitive auction.
CVB Financial Corp. signed an agreement on December 17, 2025 to merge with Heritage Commerce Corp, with CVB as the surviving company. Heritage shareholders would receive 0.65 CVB shares for each Heritage share, an implied value of about $811 million, or about $13.00 per Heritage share, based on CVB's December 16, 2025 closing price. The deal requires regulatory and shareholder approvals and has an outside date of January 15, 2027.
Exchange ratio: 0.65 CVBF common share for each Heritage common share; implied value about $811 million, or about $13.00 per Heritage share
Heritage Chief Executive Robertson "Clay" Jones to become President of CVB and Citizens Business Bank; David A. Brager remains Chief Executive Officer
Termination fee of $32,450,000 payable by either party in certain circumstances; outside date January 15, 2027
Closing requires regulatory approvals, shareholder approvals from both companies, and Nasdaq listing approval for the new shares
CACI, through its subsidiary CACI, Inc.-Federal, agreed on December 19, 2025 to acquire ARKA Group, L.P. from funds managed by Blackstone for $2.6 billion in cash, subject to a post-closing working capital adjustment. CACI plans to fund the deal with cash on hand, revolver borrowings and debt financing, and Wells Fargo has committed a bridge loan of up to $1.3 billion. The deal is expected to close in the third quarter of fiscal 2026, subject to regulatory approvals, and CACI expects a tax benefit with a present value of $225 million.
Purchase price is $2.6 billion in cash, subject to a customary post-closing adjustment for net working capital and other items
Wells Fargo committed a senior secured bridge loan of up to $1.3 billion, reduced by any gross proceeds CACI raises in financing before closing
Expected closing is the third quarter of fiscal 2026; either party may terminate if closing has not occurred by June 19, 2026, subject to extension in certain cases
CACI expects a tax benefit with a present value of $225 million from the transaction
SM Energy disclosed that the FTC granted early termination of the HSR Act waiting period, effective December 18, 2025, for its proposed mergers with Civitas Resources. The companies expect the deals to close in the first quarter of 2026, subject to customary closing conditions. Senior Vice President Kenneth J. Knott will leave his current role at closing but stay on as an advisor.
FTC granted early termination of the 30-day HSR Act waiting period, effective December 18, 2025.
Closing of the Mergers is expected in the first quarter of 2026, subject to customary closing conditions.
Kenneth J. Knott, Senior Vice President – Business Development and Land, will conclude his current role upon closing and continue as an advisor.
The merger agreement with Civitas Resources was entered into on November 2, 2025.
On December 19, 2025, Rithm Capital completed its merger with Paramount Group, Inc. under an agreement dated September 17, 2025, and Paramount's separate corporate existence ended. Paramount common stock and operating partnership units were converted into the right to receive $6.60 in cash each, without interest, so former Paramount shareholders are paid in cash and no longer hold shares.
Paramount common stock converted into the right to receive $6.60 per share in cash, without interest.
Rithm funded the consideration with cash on hand and a $50 million equity investment from Rithm Property Trust Inc., an externally managed affiliate of Rithm.
Paramount owns 13 office assets and manages 4 more, totaling more than 13.1 million square feet in New York City and San Francisco.
Albert Behler, Chairman, Chief Executive Officer and President of Paramount, is departing the company at closing; Paramount will be rebranded.
BioMarin agreed to acquire Amicus Therapeutics for $14.50 per share in cash, a total equity value of approximately $4.8 billion, through a merger in which Amicus becomes a wholly owned subsidiary. The deal requires approval by Amicus stockholders and antitrust clearances, and is expected to close in the second quarter of 2026. BioMarin plans to fund it with cash on hand and approximately $3.7 billion of non-convertible debt, and the companies say it is expected to be accretive to non-GAAP diluted EPS in the first 12 months after close.
Price of $14.50 per Amicus share in cash, a 33% premium to Amicus' last close
Total equity value of approximately $4.8 billion; financing includes approximately $3.7 billion of non-convertible debt
Amicus pays BioMarin a $175 million termination fee in specified circumstances
Expected close in the second quarter of 2026; End Date of June 19, 2026, subject to automatic extensions
Enova International and Grasshopper Bancorp amended their December 10, 2025 merger agreement to remove the stockholder election for cash or stock. Each Grasshopper stockholder will now receive 50% cash and 50% stock, and the filing states the aggregate consideration Enova pays is unchanged. The change simplifies the deal structure but does not alter the total price shareholders would bear.
Amendment No. 1 dated December 18, 2025 eliminates the cash-or-stock election for Grasshopper stockholders.
Each Grasshopper stockholder will receive 50% cash and 50% stock in the Merger.
The aggregate consideration payable by Enova remains unchanged, per the filing.
The Merger remains subject to regulatory and stockholder approvals, and the filing notes a registration statement on Form S-4 will be filed.
California Resources Corporation completed its all-stock merger with Berry Corporation on December 18, 2025, making Berry a wholly owned subsidiary. Berry shareholders received 0.0718 CRC shares for each Berry share, and the company said Berry's former holders received about 5.6 million CRC shares, worth roughly $253 million at CRC's December 17 closing price. The filing does not include post-merger financial results, and CRC plans to give full-year 2026 guidance with its fourth quarter 2025 earnings release.
Each Berry common share converted into 0.0718 CRC common shares at the Effective Time on December 18, 2025
Berry's former equity holders received about 5.6 million CRC shares, worth approximately $253 million based on the December 17, 2025 closing price
The credit agreement's aggregate elected commitments rose from $1.45 billion to $1.46 billion with an added lender
CRC expects to provide full-year 2026 guidance with its year-end and fourth quarter 2025 earnings release
Commercial Metals Company (CMC) completed its acquisition of Foley Products Company on December 15, 2025, for a cash purchase price of $1.84 billion, subject to customary adjustments. The deal was funded by $2.0 billion of senior unsecured notes, and the company says it creates a precast concrete platform for future growth.
Cash purchase price of $1.84 billion, subject to customary purchase price adjustments
Funded by $1.0 billion of 5.750% senior unsecured notes due November 2033 and $1.0 billion of 6.000% senior unsecured notes due December 2035
Foley operates 18 facilities across nine states and has approximately 600 employees
Bridge loan commitment letter terminated effective December 15, 2025; financial statements and pro forma information to be filed by amendment
Crescent Energy completed its acquisition of Vital Energy on December 15, 2025, in an all-stock transaction. Two former Vital directors joined Crescent's board, Michael Duginski resigned, and the board now has twelve directors, ten of them independent. Crescent expects to provide pro forma 2026 guidance with its fourth-quarter and full-year 2025 results.
All-stock acquisition of Vital Energy closed December 15, 2025
William Albrecht and Jarvis Hollingsworth appointed to the board; Michael Duginski resigned
Board now has twelve directors, ten independent
Vital 2029 and 2030 notes covenant removals take effect on settlement of the exchange offer; Vital 2032 notes carry 7.875% interest and mature April 15, 2032
Enova International signed a merger agreement on December 10, 2025, to acquire Grasshopper Bancorp, the parent of Grasshopper Bank N.A., in a deal the press release values at about $369 million. The deal is paid in a mix of cash and Enova stock and needs Grasshopper stockholder approval and approvals from the OCC and the Federal Reserve, with closing expected in the second half of 2026.
Grasshopper holders can elect $9.69 in cash or 0.07637 of an Enova share for each Grasshopper share; cash is 50% of total merger consideration, capped at about $350 million in aggregate
Enova would pay a $5,000,000 termination fee under certain circumstances; either party can terminate after day 360 unless extended to day 450 for a $5,000,000 payment
Closing requires Grasshopper stockholder approval and approvals from the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency, and expected in the second half of 2026
Steve Cunningham will become Enova CEO effective January 1, 2026, and will also be CEO of the surviving bank
HNI completed its acquisition of Steelcase on December 10, 2025, with Steelcase shareholders receiving a mix of HNI shares and cash. HNI financed the deal with a new $500 million term loan B facility and issued $350,979,000 of 5.125% senior secured notes due 2029 in an exchange offer for Steelcase notes. The combined business has pro forma annual revenues of $5.8 billion, and HNI's board has expanded from 10 to 12 directors.
Steelcase holders can elect 0.3940 HNI shares, or 0.2192 HNI shares plus $7.20 in cash, or $16.19 in cash plus 0.0009 HNI shares
New $500 million term loan B facility; term loan A reduced from $500 million to $350 million
$350,979,000 of 5.125% senior secured notes due January 18, 2029 issued under a new indenture dated December 10, 2025
Board expanded from 10 to 12 directors, including two former independent Steelcase board members
Alamo Group agreed to buy 100% of Petersen Industries, a Lake Wales, Florida maker of truck-mounted grapple loaders, for a purchase price of $166.5 million, subject to post-closing adjustments. The company expects to close in the first quarter of 2026, subject to governmental approvals including Hart-Scott-Rodino antitrust clearance, and will be financed with cash on hand and its credit facility. For shareholders, the filing discloses the price and terms but no effect on current earnings or guidance.
Total consideration is approximately $166.5 million, subject to post-closing adjustments; about $150 million after adjusting for the present value of expected tax benefits
Price represents approximately 7.9x EBITDA, not including expected positive run-rate synergies
Petersen had annual revenue of approximately $75 million in 2024
Closing expected in the first quarter of 2026, subject to Hart-Scott-Rodino approval and other customary conditions
Teleflex agreed on December 9, 2025 to sell its OEM business to Lotus US Bidco Inc., an affiliate of Montagu and Kohlberg, for $1.5 billion in cash, and its acute care and interventional urology segments to Intersurgical Limited for $530 million in cash. The company also authorized a share repurchase program of up to $1 billion, which it primarily plans to fund with the sale proceeds, while also intending to pay down debt. Closings are expected in the second half of 2026, subject to regulatory approvals and other conditions.
OEM business sale to Lotus US Bidco Inc. for $1.5 billion in cash, with a $90 million termination fee payable by the buyer under certain circumstances
Acute care and interventional urology segments sold to Intersurgical Limited for $530 million in cash
Board authorized a share repurchase program of up to $1 billion; the company is not required to repurchase shares
Both transactions expected to close in the second half of 2026; outside date September 1, 2026, with extensions possible
Campbell's subsidiaries signed agreements on December 8, 2025 to acquire 49% stakes in La Regina, the company that currently produces all of Campbell's Rao's tomato-based pasta sauces. The total consideration is $286 million, with $146 million due in cash at closing and $140 million due on the first anniversary of closing, payable in cash or unregistered Campbell's shares at the company's discretion.
Total consideration is $286 million: $146 million in cash at closing and a $140 million second tranche due on the first anniversary of closing
Campbell's may pay the second tranche in cash or in unregistered shares, capped at 19.9% of outstanding capital stock
Remaining 51% stake is subject to call and put options, with the total equity consideration capped at $140 million
Deal is subject to customary closing conditions and has a long-stop outside date of June 8, 2026
Harmonic entered a Put Option Agreement with Leone Media Inc. (d/b/a MediaKind), giving Harmonic the right to require MediaKind to buy its Video Business for $145 million in cash after a French works council consultation. The company says the sale would sharpen its focus on its Broadband business and strengthen its balance sheet, and it reaffirmed its Q4 2025 guidance, though the filing does not disclose the business's financial results.
Purchase price is $145 million in cash, subject to adjustments for net working capital, cash and debt, and selling expenses
Exclusivity runs until the signing of the asset purchase agreement or March 23, 2026, whichever comes first
Closing is expected in the first half of 2026; either party may terminate if closing conditions are not met by June 8, 2026
Harmonic reaffirmed its total company financial guidance for Q4 2025
Boeing said on December 8, 2025 that it has completed its acquisition of Spirit AeroSystems. Spirit's Boeing-related commercial operations, including 737 fuselages and 767, 777 and 787 structures, are moving into Boeing, while Spirit's defense work will operate as Spirit Defense, a non-integrated subsidiary of Boeing Defense, Space & Security. The filing does not disclose purchase price or financial effects on Boeing's results.
Acquisition completed and announced in a press release dated December 8, 2025
Approximately 15,000 teammates across five sites in Wichita, Dallas, Tulsa, Prestwick and Belfast-related operations are becoming part of Boeing
Spirit Defense established as a non-integrated subsidiary of Boeing Defense, Space & Security
Acquisition brings Spirit's aftermarket businesses, including spare parts and MRO services, into Boeing's Global Services
On December 7, 2025, Home BancShares agreed to acquire Mountain Commerce Bancorp in an all-stock merger, with Home issuing about 5.4 million shares for a purchase price of about $150.1 million. The deal is expected to close in the first half of 2026, subject to MCBI shareholder approval and regulatory approvals, and would add Tennessee markets to Home's footprint, which would hold about $25.0 billion in assets on a pro forma basis.
Each MCBI share converts into 0.85 Home common shares; about 5.4 million Home shares, valued at about $150.1 million based on the 20-day VWAP of $27.66 ending December 5, 2025
Expected to close in the first half of 2026; either party may terminate if the merger is not completed by September 7, 2026
MCBI pays a $6.0 million termination fee in certain limited circumstances; voting agreements cover about 22.5% of MCBI shares
Combined company pro forma (as of March 31, 2026): about $25.0 billion in assets, $17.0 billion in deposits, $19.2 billion in loans, 225 branches
Antero Midstream Partners agreed on December 5, 2025 to buy HG Energy II Midstream Holdings for $1.1 billion in cash, and the company agreed to sell its Ohio Utica Shale assets for $400 million. The company plans to fund the acquisition mainly with revolver borrowings, Utica sale proceeds and/or debt markets, and it says the deals will add to free cash flow after dividends and help it reach its 3.0x leverage target after closing.
Acquisition of HG Midstream for $1.1 billion cash; expected to close in the second quarter of 2026, subject to regulatory approvals
Ohio Utica Shale divestiture for $400 million cash; expected to close in the first quarter of 2026
Royal Bank of Canada and Wells Fargo committed a $700 million unsecured 364-day bridge facility
Antero Resources separately agreed to buy HG Production for $2.8 billion; the Purchase Agreement's outside date is March 4, 2026
Antero Resources signed a purchase agreement on December 5, 2025 to acquire HG Energy II's upstream Marcellus Shale assets in West Virginia for $2.8 billion in cash, and agreed to sell its Ohio Utica Shale upstream assets for $800 million. Antero Midstream separately agreed to buy HG's midstream assets for $1.1 billion and sell its Utica midstream assets for about $400 million. The company says the deals are accretive and will keep an investment grade balance sheet, but the closing depends on customary conditions and regulatory clearance.
Upstream acquisition: $2.8 billion cash for about 385,000 net Marcellus acres; closing expected in the first half of 2026 (press release says second quarter 2026)
Utica upstream sale: $800 million cash; closing expected in the first quarter of 2026
Antero Midstream to buy HG midstream assets for $1.1 billion and sell Utica midstream assets for about $400 million
Outside Date of March 4, 2026, extendable to June 2, 2026 if HSR waiting periods are not yet cleared; $800 million 364-day bridge and $1.5 billion 3-year term loan committed
Northern Oil and Gas agreed on December 5, 2025, with Infinity Natural Resources to jointly buy Ohio Utica upstream and midstream assets from Antero for $1.2 billion in cash, of which NOG's 49% share is $588 million. The deal adds about 35,000 net acres and midstream infrastructure, and NOG expects roughly 65 MMcfe per day of 2026 production net to its interest, with closing expected by the end of the first quarter of 2026.
Purchase agreements dated December 5, 2025; NOG's share is $392 million for upstream assets and $196 million for midstream assets.
Infinity Natural Resources holds the remaining 51% and will operate substantially all of the assets.
Estimated 2026 production net to NOG of about 65 MMcfe per day; about $100 million of 2026 cash flow from operations net to NOG.
NOG placed a $58.8 million deposit in escrow at signing; closing is expected by the end of the first quarter of 2026 and funded by operating cash flow, cash on hand and reserve-based lending borrowings.
Scholastic agreed on December 1, 2025 to sell its SoHo building in New York for $386 million and lease back floors six through twelve for an initial 15-year term. It also agreed to sell three Jefferson City, Missouri warehouse sites for $94.97 million with a 20-year leaseback. Both deals are scheduled to close in December 2025 and convert owned property into long-term lease obligations.
SoHo sale price is $386,000,000, with a $38,600,000 deposit held in escrow; closing is scheduled for December 16, 2025, or December 18 if ESRT adjourns
SoHo lease covers a 15-year initial term with fixed rent totaling $333,059,306.47 over that term
Jefferson City sale price is $94,970,000, with a $1,890,000 deposit; closing is scheduled on or before December 31, 2025
Jefferson City initial annual base rent is approximately $6,886,000 under a 20-year triple net lease
Virtus Investment Partners agreed on December 5, 2025 to buy a 56% equity stake in Keystone National Group, an asset-backed private credit manager, with an option to acquire up to an additional 19%. The deal includes $200 million in cash at closing and up to $170 million in deferred and contingent payments, and Virtus expects to fund it from existing balance sheet resources. Closing is expected in the first quarter of 2026 and depends on client consents, regulatory clearance and approval by the Keystone Private Income Fund board and shareholders.
Closing payment of $200 million in cash, subject to adjustment; 56% equity stake at closing, with up to an additional 19% through put/call options
Deferred cash of $65 million at the first anniversary of closing and $30 million at the second anniversary, plus up to $75 million of contingent consideration tied to Keystone revenue targets
Keystone managed $2.5 billion as of October 31, 2025; its flagship fund, Keystone Private Income Fund, has $2.0 billion
Expected to close in the first quarter of 2026 and be accretive to earnings in 2026; closing is not assured
Netflix signed a merger agreement on December 4, 2025, to acquire Warner Bros. Discovery's Streaming & Studios businesses, with a total enterprise value of about $82.7 billion and an equity value of $72.0 billion. Netflix says the deal is expected to yield at least $2-3 billion of annual cost savings by the third year and to be accretive to GAAP earnings per share by year two, but closing depends on the prior separation of WBD's Global Networks business, regulatory approvals and WBD shareholder approval.
Each WBD share would receive $23.25 in cash plus Netflix stock valued at $4.50, a $27.75 per-share value at the reference price, subject to a 10% collar on Netflix's 15-day VWAP
Separation of WBD's Global Networks business into Discovery Global is now expected to be completed in Q3 2026, before the merger closes
The transaction is expected to close in 12-18 months and requires regulatory approvals and WBD shareholder approval
Netflix expects at least $2-3 billion of cost savings per year by the third year and GAAP EPS accretion by year two
Vertiv said on December 4, 2025 that it completed its acquisition of PurgeRite, a provider of mechanical flushing, purging and filtration services for data centers, for about $1.0 billion in upfront cash. The deal can add up to $250 million more in cash based on post-closing performance, which expands Vertiv's liquid cooling service offerings. The filing does not report PurgeRite's revenue or profit, so its financial effect on shareholders is not yet quantified.
Closing date: December 4, 2025; the deal was first announced under an agreement dated October 31, 2025.
Upfront cash consideration of approximately $1.0 billion, subject to customary working capital, debt and expense adjustments.
Additional potential cash consideration of up to $250 million, based on post-closing performance metrics.
PurgeRite is headquartered in Houston, Texas and serves hyperscalers and Tier 1 colocation providers.
Middleby agreed to sell a 51% stake in its Residential Kitchen business to affiliates of 26North Partners, valuing the business at $885 million. The company will keep a 49% noncontrolling interest and receive approximately $540 million in upfront cash plus a $135 million seller note; the press release says the cash could be used to repurchase shares and optimize the capital structure ahead of the planned Food Processing spin-off.
Rise Buyer LP, an affiliate of 26North Partners LP, will buy a 51% stake; the business is valued at $885 million.
Middleby expects approximately $540 million in upfront cash proceeds and holds a $135 million Seller Note, while retaining a 49% noncontrolling stake.
Closing is expected in the first quarter of calendar 2026, subject to regulatory approvals; either side may terminate if closing has not occurred by April 3, 2026.
Sellers are entitled to a $36,108,000 termination fee from the buyer in specified circumstances.
On November 30, 2025, Associated Banc-Corp entered into a merger agreement under which American National Corporation will merge into Associated, with American National shareholders receiving 36.250 Associated shares for each of their shares. The deal requires regulatory approvals from the Federal Reserve and the Office of the Comptroller of the Currency, and shareholders would own a share of the combined company's stock rather than cash.
Exchange ratio: each American National share converts into 36.250 Associated common shares, with cash paid for fractional shares
Merger has not been consummated by November 30, 2026 gives either party a termination right, unless the date is amended
Wende Kotouc, Executive Co-Chairman and CEO of American National Bank, is to join Associated's board at closing
Transfer restrictions bar sales in the first 60 days after closing and limit public sales to 150,000 shares per day through the first anniversary
QuinStreet signed a Share Purchase Agreement on November 30, 2025, to acquire all outstanding equity of HomeBuddy, a home services demand generation provider, for about $115 million in cash at closing plus $75 million in post-closing payments over four years. The company expects the deal to close in the first quarter of 2026, subject to conditions including regulatory approval, and expects it to add $30 million or more of adjusted EBITDA in the first twelve months after closing.
Closing cash payment of approximately $115 million, subject to customary adjustments; $75 million payable in equal annual installments over four years
HomeBuddy generated approximately $141 million in revenue for the twelve months ended September 30, 2025
QuinStreet expects to fund part of the closing payment with borrowings under a new credit facility; closing expected in the first quarter of 2026
Agreement can be terminated if closing does not occur by February 13, 2026; no termination fee is payable by either party
FACT II Acquisition Corp., a special purpose acquisition company, signed a Business Combination Agreement on November 26, 2025, with Precision Aerospace & Defense Group, Inc. (PAD). The deal would move FACT to Delaware and merge a PAD subsidiary into PAD, leaving PAD as a wholly owned subsidiary of FACT, subject to shareholder and regulatory approvals. Shareholders will vote on the deal after a Form S-4 registration statement is prepared and declared effective.
Agreement dated November 26, 2025; FACT will domesticate as a Delaware corporation before closing.
PAD common stock converts into FACT common stock based on 12,388,291 divided by the number of PAD shares outstanding at closing.
PAD Series A through D preferred holders receive $5.00 cash per share plus additional FACT common stock under stated formulas.
Closing requires FACT shareholder approval, PAD stockholder approval, an effective S-4, and expiry of Hart-Scott-Rodino waiting periods, among other conditions.
Marvell Technology said it has signed a definitive agreement to acquire Celestial AI Inc., subject to customary closing conditions. As part of the deal, Marvell issued Amazon a warrant to buy up to 1,045,171 Marvell common shares at $87.0029 per share, with shares vesting based on Amazon's purchases of photonic fabric products through December 31, 2030.
Acquisition target: Celestial AI Inc., under a definitive agreement announced December 2, 2025
Amazon warrant covers up to 1,045,171 common shares at an exercise price of $87.0029 per share
Warrant vests based on Amazon's photonic fabric purchases through December 31, 2030 and can be exercised until December 2, 2031
Warrant shares were issued without SEC registration, under the Section 4(a)(2) private placement exemption
CSLM Digital Asset Acquisition Corp III (KOYN), a special purpose acquisition company, and stablecoin provider First Digital Group announced on December 2, 2025 that they have entered into a non-binding letter of intent for a potential business combination. The filing gives no deal terms, valuation or definitive agreement, and says no assurance can be given that a definitive agreement will be signed or the transaction completed.
Non-binding letter of intent announced December 2, 2025 with First Digital Group Ltd.
Combined company is expected to be publicly listed on a national securities exchange in the United States.
First Digital expects approximately US$80-$90 million in unaudited 2025 revenue, according to the attached press release.
Any transaction would require due diligence, a definitive agreement, board and shareholder approvals and regulatory approvals.
Clearway Energy's subsidiary agreed on November 24, 2025 to buy interests in two developers of battery storage projects from an affiliate of Clearway Energy Group for a combined base price of about $92.9 million in cash, subject to working capital adjustments. The closing is expected in the second half of 2026 and depends on customary conditions and third-party actions, so shareholders will see the effect only if the deal closes.
Base purchase prices: about $45.7 million for Spindle Battery and about $47.2 million for Golden Fields Solar VI.
Spindle Battery is developing a roughly 199 megawatt battery storage facility in Weld County, Colorado.
Golden Fields Solar VI is developing a roughly 92 megawatt battery storage facility in Kern County, California.
Closing is expected during the second half of 2026, subject to customary conditions and certain third-party actions.
Valvoline completed its acquisition of OC IntermediateCo, which owns the Breeze Autocare business and Oil Changers stores, on December 1, 2025. The net purchase price was $593 million, subject to adjustments, and was funded by a new $740 million senior secured term loan B that matures on the seventh anniversary of the closing date. The company must also divest 45 Breeze Autocare stores, as required by the Federal Trade Commission, and the filing does not report earnings or updated guidance.
Acquisition closed December 1, 2025; net purchase price of $593 million, subject to closing and working capital adjustments
$740 million incremental term loan B; interest at adjusted term SOFR plus 2.000% or alternate base rate plus 1.000%
45 Breeze Autocare stores sold to Main Street Auto Express Oil, LLC, as required by an FTC Decision and Order
Commercial Metals Company (CMC) completed its acquisition of Concrete Pipe & Precast, LLC (CP&P) on December 1, 2025, for a cash purchase price of $675 million, subject to a customary purchase price adjustment. The company said the deal adds precast concrete and pipe products in the Mid-Atlantic and South Atlantic regions and that it expects to close its separate Foley Products Company acquisition by the end of calendar 2025. The filing does not disclose CP&P's revenue or profit.
Cash purchase price of $675 million, subject to customary purchase price adjustment under the September 17, 2025 Equity Purchase Agreement.
CP&P operates 17 facilities selling into seven core states, and has about 700 employees, according to the press release.
Sellers were Eagle Corporation and ECPP, LLC.
CMC expects to close its acquisition of Foley Products Company by the end of calendar 2025.
On November 28, 2025, HPE subsidiary H3C Holdings agreed to sell a 9% share of H3C Technologies to three Chinese counterparties for approximately $643 million in cash. The sales depend on Chinese government approvals and other conditions, and either side can terminate if they are not met by the Long Stop Date, so closing is not assured.
Share purchase agreements dated November 28, 2025, with UNIS, Hefei Huaxin Mingzhu Equity Investment Partnership L.P., and Ningbo Yongning Yinshu Venture Capital Partnership.
Aggregate cash consideration of approximately $643 million for 9% of H3C's total issued share capital.
Closing requires Chinese governmental approvals and, for the UNIS agreement, approval by shareholders of Unisplendour Corporation Limited.
Either party may terminate if conditions are not satisfied by the Long Stop Date, 180 days after November 28, 2025, which may be extended once by up to 30 days.
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.