AI filing briefs · archive

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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WSTNWestin Acquisition Corp Dec 31, 8:15 AM ET

Westin Acquisition Corp units may now split into shares and rights from December 31, 2025

Neutral shareholder Written later 8.01

Westin Acquisition Corp, a blank check company, said holders of its units may separately trade the Class A ordinary shares and rights starting on or about December 31, 2025. This updates an earlier December 23, 2025 notice and sets the trading symbols for the separated securities, which matters to holders deciding whether to keep or split their units.

  • Units may be separated into Class A ordinary shares (WSTN) and rights (WSTNR) starting on or about December 31, 2025.
  • Unseparated units will keep trading on Nasdaq under WSTNU.
  • Holders must have their brokers contact transfer agent Odyssey Stock Transfer & Trust Company to separate units.
  • The units were sold in an initial public offering of 5,750,000 units.
Read the filing on SEC.gov ↗
HLIHOULIHAN LOKEY, INC. Dec 30, 4:05 PM ET

Houlihan Lokey amends voting trust agreement for Class B shares

Neutral shareholder Written later 1.01

On December 30, 2025, Houlihan Lokey entered into an amended and restated voting trust agreement covering Class B common stock, replacing the 2015 agreement and its amendments. The revised terms change when the trust ends, how certain shares are voted after the final conversion date, and when former employees and current employees can withdraw shares, with a special committee of disinterested directors approving the change.

  • Agreement dated December 30, 2025 replaces the voting trust agreement dated August 18, 2015, as amended in 2015 and October 18, 2018
  • Trust terminates on the earliest of written agreement, 10 years after the Final Conversion Date, or when the trust holds less than 5% of outstanding shares
  • After the Final Conversion Date, trust shares above 30% of outstanding common stock must be voted in the same proportion as all other stockholders' shares
  • Former employees not employed for at least 12 months may have shares released after the Final Conversion Date
Read the filing on SEC.gov ↗
WMTWalmart Inc. Dec 29, 4:40 PM ET

Walmart discloses Sam's Club CEO Chris Nicholas 10b5-1 plan to sell 34,800 shares

Neutral shareholder Written later 8.01

Walmart disclosed that Chris Nicholas, President and CEO of Sam's Club U.S., adopted a Rule 10b5-1 trading plan on or before December 24, 2025. The plan schedules monthly sales of 2,900 shares over 12 months from April 2026 through March 2027, for a maximum of 34,800 shares at prevailing market prices. Because the sales are pre-arranged and small relative to the company's share count, the filing is routine, though shareholders will see the sales on Form 4 filings.

  • Plan covers 2,900 shares sold monthly for 12 months, April 2026 through March 2027
  • Maximum of 34,800 shares to be sold under the plan
  • Mr. Nicholas has no discretion over timing; he remains subject to stock ownership guidelines requiring holdings worth at least five times base salary
  • Sales will be reported publicly through Form 144 and Form 4 filings
Read the filing on SEC.gov ↗
MBIOMUSTANG BIO, INC. Dec 23, 4:05 PM ET

Mustang Bio stockholders approve seven directors, KPMG and two plan share increases

Neutral shareholder Written later 5.078.01

At its December 22, 2025 annual meeting, Mustang Bio stockholders approved all four proposals, including electing seven directors, ratifying KPMG LLP as auditor, and increasing shares under its employee stock purchase plan and 2016 Incentive Plan. Separately, the company disclosed a December 17, 2025 agreement to terminate its CD20 license with Fred Hutch Cancer Center, under which the company will pay $730,000 to extinguish about $1.4 million in payables owed to Fred Hutch.

  • The 2016 Incentive Plan amendment adds 2,500,000 shares, and the 2019 ESPP amendment adds 250,000 shares.
  • The Incentive Plan amendment received 7,664,161 votes for, 198,991 against and 4,278 abstentions.
  • Each of the seven director nominees received at least 7,712,919 votes for.
  • Under the termination agreement, Fred Hutch would pay at least 10% of consideration from any third-party CD20 license granted within three years.
Read the filing on SEC.gov ↗
WSTNWestin Acquisition Corp Dec 23, 9:50 AM ET

Westin Acquisition Corp units can now split into Class A shares and rights from Dec. 23

Neutral shareholder Written later 8.01

Westin Acquisition Corp, a blank check company, said holders of its units may elect to separately trade the Class A ordinary shares and rights included in the units starting December 23, 2025, with the consent of the underwriter. The separated securities are expected to trade on Nasdaq under WSTN and WSTNR, while unseparated units continue as WSTNU.

  • Holders of 5,750,000 units sold in the IPO may separate them, starting on or about December 23, 2025.
  • Separated Class A ordinary shares and rights are expected to trade as WSTN and WSTNR on Nasdaq; units continue as WSTNU.
  • Holders must have their brokers contact transfer agent Odyssey Stock Transfer & Trust Company to separate units.
Read the filing on SEC.gov ↗
FDSFACTSET RESEARCH SYSTEMS INC Dec 22, 5:09 PM ET

FactSet stockholders approve equity plan and charter change at Dec. 18 annual meeting

Neutral shareholder Written later 5.025.035.07

At its annual meeting on December 18, 2025, FactSet stockholders elected all ten directors to one-year terms, approved the 2025 Omnibus Incentive Plan, and approved a Third Amended and Restated Certificate of Incorporation. The charter change lowers the vote needed to amend the written-consent provision from supermajority to majority and took effect on December 22, 2025. The filing reports vote tallies but no new financial results.

  • Stockholders approved the 2025 Omnibus Incentive Plan with 28,798,109 votes for and 2,818,974 against.
  • The charter amendment changes the vote needed to amend the written-consent provision from supermajority to majority; it was filed in Delaware and became effective December 22, 2025.
  • Stockholders ratified Ernst & Young LLP as independent auditor for the fiscal year ending August 31, 2026, with 33,534,347 votes for.
  • Non-binding say-on-pay vote on fiscal 2025 executive compensation passed with 30,209,781 for and 1,396,936 against.
Read the filing on SEC.gov ↗

Western Alliance creates executive deferred compensation plan for senior leaders

Neutral shareholder Written later 5.02

Western Alliance Bancorporation's Compensation Committee established an unfunded nonqualified deferred compensation plan on December 19, 2025, letting designated Executive Leadership Team members defer part of their bonuses and stock awards. The company makes no contributions to the plan, so it does not add direct cost to the company's own funds, and deferred amounts remain subject to the Dodd-Frank Clawback Policy.

  • Plan established by the Compensation Committee on December 19, 2025
  • Executives may defer 0%, 25%, or 50% of each eligible compensation form per plan year
  • The Plan does not permit Company contributions; deferrals are credited as deferred stock units
  • Payouts after separation are in two or three annual installments; death benefits paid as a lump sum
Read the filing on SEC.gov ↗
NATLNCR Atleos Corp Dec 19, 4:45 PM ET

NCR Atleos extends executive non-compete to 24 months and accelerates some RSU vesting

Neutral shareholder Written later 5.02

NCR Atleos's Compensation and Human Resource Committee approved new standalone restrictive covenant agreements for four senior executives, including the CEO and CFO, extending their post-employment non-competition obligation to 24 months. The committee also approved accelerating the vesting of one-third of outstanding 2024 and 2025 restricted stock units held by these officers by about two months, to December 19, 2025.

  • Restrictive covenant agreements approved December 17, 2025 for CEO Timothy C. Oliver, CFO Andrew Wamser, COO Stuart Mackinnon and General Counsel Ricardo J. Nuñez
  • Non-competition obligation extended to 24 months post-employment, superseding prior varying durations
  • One-third of 2024 and 2025 RSUs held by officers vest December 19, 2025, versus February 16 and February 20, 2026 originally; one-year post-vesting holding period unchanged
Read the filing on SEC.gov ↗
TAOXTAO Synergies Inc. Dec 19, 4:23 PM ET

TAO Synergies stockholders approve 500,000-share equity plan increase at annual meeting

Neutral shareholder Written later 5.025.07

At its December 18, 2025 annual meeting, TAO Synergies stockholders approved raising the share reserve under the 2020 Equity Incentive Plan by 500,000 shares to 3,175,000 shares. They also approved issuing common stock underlying convertible preferred stock and warrants tied to an October 13, 2025 Securities Purchase Agreement, which matters because the issuance could add shares beyond current outstanding totals. Stockholders also elected Bruce T. Bernstein as a director and ratified Stephano Slack LLC as the independent auditor for 2025.

  • Equity plan reserve increased by 500,000 shares to 3,175,000; vote was 994,315 for, 110,637 against, 22,626 abstentions.
  • Convertible preferred and warrant share issuance approved under Nasdaq Rule 5635(d): 504,481 for, 78,798 against, 2,109 abstentions.
  • Bruce T. Bernstein elected director to serve until the 2028 annual meeting, with 1,040,943 votes for and 74,437 against.
  • Holders of 3,318,341 shares, about 43.18% of outstanding common stock, were present in person or by proxy, establishing a quorum.
Read the filing on SEC.gov ↗
MCOMOODYS CORP /DE/ Dec 19, 7:11 AM ET

Moody's amends 2001 stock incentive plan on retirement, release and RSU vesting terms

Neutral shareholder Written later 5.02

On December 16, 2025, Moody's directors approved an amended and restated 2001 Key Employees' Stock Incentive Plan. The changes tighten the conditions for retirement treatment of equity awards, add flexibility to restricted stock unit vesting schedules, and clarify death and disability treatment to match current practice.

  • Directors approved the amendment on December 16, 2025.
  • Employees receiving retirement treatment must be in good standing and meet post-termination obligations; the company may require a release of claims.
  • RSU vesting schedules gain flexibility; the full plan is filed as Exhibit 10.1.
Read the filing on SEC.gov ↗
CSCOCISCO SYSTEMS, INC. Dec 17, 4:42 PM ET

Cisco stockholders approve 57,490,000-share stock plan increase at December 16 meeting

Neutral shareholder Written later 5.025.07

At its December 16, 2025 annual meeting, Cisco stockholders approved an amended and restated 2005 Stock Incentive Plan that adds 57,490,000 shares authorized for issuance. All nine director nominees were elected, and PricewaterhouseCoopers LLP was ratified as the independent auditor for the fiscal year ending July 25, 2026. The filing reports these as routine results of the annual meeting.

  • Shares authorized under the stock plan increased by 57,490,000; the plan terminates at the 2030 Annual Meeting unless re-adopted or extended.
  • The Board approved the amended plan on October 16, 2025; it took effect on stockholder approval on December 16, 2025.
  • Stockholder Proposal 5, on evaluating inclusion programs, received 30,473,075 votes for and 2,826,591,726 against.
  • PricewaterhouseCoopers LLP ratification received 3,034,788,553 votes for and 285,499,501 against.
Read the filing on SEC.gov ↗
CTRECareTrust REIT, Inc. Dec 17, 4:20 PM ET

CareTrust REIT amends operating partnership agreement and creates LTIP Units for equity awards

Neutral shareholder Written later 1.018.01

CareTrust REIT amended its operating partnership agreement on December 11, 2025, creating a new class of LTIP Units that can be used for executive and director equity compensation. The Compensation Committee also let directors and executive officers elect to receive annual equity awards in Basic LTIP Units or Performance LTIP Units. The filing describes the changes as largely administrative, and it does not state any dollar amounts or share counts.

  • Amended Operating Partnership Agreement dated December 11, 2025 creates LTIP Units, including Basic LTIP Units and Performance LTIP Units.
  • Basic LTIP Units generally vest with continued service; Performance LTIP Units also depend on the Company's total shareholder return relative to a peer group.
  • Compensation Committee approved forms of Basic LTIP and Performance LTIP award agreements under the Incentive Award Plan, filed as Exhibits 10.2 and 10.3.
Read the filing on SEC.gov ↗
UNFIUNITED NATURAL FOODS INC Dec 17, 4:16 PM ET

United Natural Foods holders approve 1.5 million more shares for equity incentive plan

Neutral shareholder Written later 5.025.078.01

At its December 16, 2025 annual meeting, United Natural Foods stockholders elected ten directors, ratified KPMG LLP as auditor, approved an advisory say-on-pay vote, and approved a Fifth Amended and Restated 2020 Equity Incentive Plan that adds 1,500,000 shares. The filing also says the company has $138 million left under a $200 million buyback authorization but has not repurchased shares since the fourth quarter of fiscal 2023 and expects to resume opportunistic repurchases, subject to a term loan limit of $25 million until its net leverage ratio is 3.00:1.00 or lower.

  • Stockholders approved the Fifth Amended and Restated 2020 Equity Incentive Plan, which increases the shares issuable under the plan by 1,500,000, with 34,540,446 votes for and 13,095,862 against.
  • Ten directors were elected, including Lynn S. Blake, James M. Loree and Jack Stahl, each to serve until the next annual meeting.
  • $138 million remains under the $200 million repurchase program, with no repurchases since the fourth quarter of fiscal 2023; the term loan limits repurchases to $25 million until net leverage is 3.00:1.00 or lower.
Read the filing on SEC.gov ↗
WGOWINNEBAGO INDUSTRIES INC Dec 17, 4:02 PM ET

Winnebago shareholders approve 820,000-share increase to incentive plan at annual meeting

Neutral shareholder Written later 5.025.07

At the December 16, 2025 annual meeting, Winnebago shareholders approved an amended 2019 Omnibus Incentive Plan that adds 820,000 shares and extends the plan's term, and an amended Employee Stock Purchase Plan that adds 200,000 shares. Shareholders also elected three Class II directors, approved the named executive officer compensation in a non-binding vote, and ratified Deloitte & Touche LLP as auditor for fiscal 2026.

  • Incentive plan approved with 19,554,470 votes for and 1,269,526 against, plus an additional 820,000 shares and an extended term.
  • Employee Stock Purchase Plan approved with 20,562,730 votes for and 277,523 against, plus an additional 200,000 shares.
  • Kevin E. Bryant, John M. Murabito and Michael E. Pack elected Class II directors for three-year terms ending in 2028.
  • Deloitte & Touche LLP ratified as independent registered public accountant for the fiscal year ending August 29, 2026, with 23,759,789 votes for.
Read the filing on SEC.gov ↗

Invest Green Acquisition Corp to allow separate trading of shares and rights from December 22

Neutral shareholder Written later 8.01

Invest Green Acquisition Corporation said holders of its IPO units may elect to separately trade Class A ordinary shares and rights starting December 22, 2025. Units not separated will keep trading under IGACU, while separated shares and rights will trade as IGAC and IGACR on Nasdaq.

  • Separate trading of shares and rights begins December 22, 2025
  • Each unit has one Class A ordinary share and one right to receive one-tenth of one share upon completing a business combination
  • Holders must have brokers contact Continental Stock Transfer and Trust Company to separate units
  • Registration statement became effective November 24, 2025
Read the filing on SEC.gov ↗
NTNXNutanix, Inc. Dec 15, 4:04 PM ET

Nutanix stockholders approve reduced equity plan reserve of 19.5 million shares

Neutral shareholder Written later 5.025.07

At its December 12, 2025 annual meeting, Nutanix stockholders approved an amended and restated 2016 Equity Incentive Plan with a fixed reserve of 19,500,000 shares, down from the 46,736,519 shares available under the plan as of October 14, 2025. The plan also removes the annual evergreen increase to the share reserve, and stockholders re-elected all nine director nominees and ratified Deloitte & Touche LLP as auditor for fiscal 2026.

  • Restated plan sets a fixed maximum reserve of 19,500,000 shares and eliminates the annual evergreen share increase
  • Proposal 4 passed with 162,639,231 votes for, 50,040,183 against, 600,018 abstentions and 33,092,719 broker non-votes
  • All nine director nominees were elected, including Eric K. Brandt with 193,310,158 votes for and 15,171,301 against
  • Stockholders ratified Deloitte & Touche LLP with 243,469,662 votes for and 2,414,394 against
Read the filing on SEC.gov ↗
MRVLMarvell Technology, Inc. Dec 12, 4:19 PM ET

Marvell declares $0.06 quarterly dividend payable January 29, 2026

Neutral shareholder Written later 8.01

Marvell Technology's Board declared a quarterly dividend of $0.06 per share, payable January 29, 2026 to stockholders of record as of January 9, 2026. The filing is a routine dividend declaration with no change to results, guidance, or capital structure stated, and the company notes future dividends depend on its results, cash position, and Board judgment.

  • Quarterly dividend of $0.06 per share declared on December 12, 2025
  • Payable January 29, 2026 to holders of record as of January 9, 2026
  • Future dividends remain subject to results, cash balances, financial condition and Board discretion
Read the filing on SEC.gov ↗

Apollo grants $10M and $13.5M RSUs to CFO Kelly and Chief Legal Officer Chatterjee

Neutral shareholder Written later 5.02

Apollo's compensation committee approved restricted share unit grants worth $10 million to CFO Martin Kelly and $13.5 million to Chief Legal Officer Whitney Chatterjee, to be granted December 18, 2025, for retention and peer alignment. The company also approved a deferral of settlement for CEO-level executive Scott Kleinman's 2021 RSU awards, pushing part of those shares to 2029 and 2032.

  • RSU grants of $10 million (Kelly) and $13.5 million (Chatterjee), granted December 18, 2025, vesting tied to a performance fee income requirement
  • Shares underlying the grants will not be delivered until 2029; voluntary resignation before December 31, 2028 delays delivery to 2031
  • Scott Kleinman deferred 500,000 performance-based RSUs to 2029 and 2,000,000 RSUs to 2032 from his December 2021 awards
Read the filing on SEC.gov ↗
FFORD MOTOR CO Dec 12, 4:15 PM ET

Ford amends bylaws and closes its Select Retirement Plan to new retirees from January 2, 2026

Neutral shareholder Written later 5.025.03

Ford's board approved amended and restated Benefit Equalization and Select Retirement Plans effective January 1, 2026, and adopted bylaw amendments effective immediately on December 11, 2025. The filing describes these as administrative and governance updates, with the Select Retirement Plan closing to new retirees on January 2, 2026.

  • Board adopted By-Laws amendments on December 11, 2025, effective immediately, covering virtual meetings, stockholder nomination procedures, and removal of the director retirement age provision.
  • Benefit Equalization Plan and Select Retirement Plan amended and restated effective January 1, 2026.
  • Select Retirement Plan closes to new retirees effective January 2, 2026.
Read the filing on SEC.gov ↗
SANMSANMINA CORP Dec 12, 4:06 PM ET

Sanmina approves fiscal 2026 bonus plan tied to revenue, margin and cash flow targets

Neutral shareholder Written later 5.02

Sanmina's compensation committee approved a Fiscal Year 2026 Corporate Bonus Plan on December 8, 2025, setting targets for revenue, non-GAAP operating margin and cash flow from operations. Executive incentive pay will depend on meeting these targets, with no payout if a minimum level is not reached.

  • Plan approved by the Compensation Committee on December 8, 2025.
  • Targets cover fiscal 2026 revenue, non-GAAP operating margin and cash flow from operations.
  • No incentive compensation is payable if the company does not reach minimum performance levels.
  • Executive officer target incentives range from 90% to 187.5% of annual base salary.
Read the filing on SEC.gov ↗
SWKSSKYWORKS SOLUTIONS, INC. Dec 12, 4:05 PM ET

Skyworks approves fiscal 2026 executive incentive plan tied to revenue and non-GAAP operating income

Neutral shareholder Written later 5.02

On December 11, 2025, Skyworks' Compensation Committee approved a Fiscal Year 2026 Executive Incentive Plan for senior management, including named executive officers. Cash awards depend on meeting revenue and non-GAAP operating income goals set in advance, with minimum thresholds that must be reached before any payouts. The filing sets pay levels but reports no financial results, so it does not show how the company performed.

  • Approved December 11, 2025 by the Compensation and Talent Committee
  • CEO eligible for cash awards of 160% of base salary at target; CFO 100%
  • Other named executive officers eligible for 90% (Chief Operations and Technology Officer) or 80% (SVP Human Resources and SVP General Counsel) of base salary at target
  • Awards can reach up to 2 times target if the company exceeds its performance metrics; committee may pay in common stock instead of cash
Read the filing on SEC.gov ↗

Philip Morris declares $1.47 quarterly dividend, payable January 14, 2026

Neutral shareholder Written later 7.01

Philip Morris International's Board of Directors declared a regular quarterly dividend of $1.47 per common share, announced in a December 12, 2025 press release. The filing is a routine dividend declaration, and the stated record and payment dates give shareholders the timing for receiving the payment.

  • Regular quarterly dividend of $1.47 per common share declared December 12, 2025
  • Payable January 14, 2026, to shareholders of record as of December 26, 2025
  • Ex-dividend date is December 26, 2025
Read the filing on SEC.gov ↗
TALOTALOS ENERGY INC. Dec 11, 4:30 PM ET

Talos Energy extends cooperation agreement with Control Empresarial to December 2026

Neutral shareholder Written later 1.01

Talos Energy amended its Cooperation Agreement with Control Empresarial de Capitales, an entity tied to the Carlos Slim family that owns more than 5% of a class of the company's voting securities. The amendment extends the agreement by one year, to December 16, 2026. The filing does not disclose financial terms, and the change is administrative in nature.

  • Amendment dated December 8, 2025 extends the Cooperation Agreement by one year, to December 16, 2026.
  • Original Cooperation Agreement is dated December 16, 2024.
  • Counterparty Control Empresarial de Capitales beneficially owns more than 5% of a class of Talos voting securities.
  • Full text filed as Exhibit 10.1.
Read the filing on SEC.gov ↗
TMUST-Mobile US, Inc. Dec 11, 4:19 PM ET

T-Mobile authorizes new $14.6 billion shareholder return program through end of 2026

Neutral shareholder Written later 8.01

T-Mobile's Board authorized a new shareholder return program of up to $14.6 billion running through December 31, 2026, covering share repurchases and cash dividends. The program is in addition to the $14.0 billion program that runs through December 31, 2025, and any unused amount from that program will roll into the new one.

  • Program size: up to $14.6 billion, running through December 31, 2026
  • Repurchases will be reduced by dividends declared and paid, including the Q1 2026 dividend of $1.02 per share payable March 12, 2026
  • Unused amount from the $14.0 billion 2025 program will be added to the 2026 program
  • Funding expected from cash on hand and proceeds of debt issuances or other borrowings
Read the filing on SEC.gov ↗
PANWPalo Alto Networks Inc Dec 11, 4:05 PM ET

Palo Alto Networks shareholders approve 10 million share increase to equity incentive plan

Neutral shareholder Written later 5.025.07

At its December 9, 2025 annual meeting, Palo Alto Networks shareholders approved adding 10,000,000 shares to the 2021 Equity Incentive Plan and elected three Class II directors. Shareholders also approved an annual director election proposal and rejected a shareholder proposal on share repurchases' effect on financial performance metrics. The larger share reserve gives the company more shares available for equity awards.

  • Plan amendment: 10,000,000 additional shares reserved; 452,562,682 votes for and 22,624,650 against
  • Advisory say-on-pay vote: 253,792,757 against and 221,211,579 for, with 4,432,315 abstentions
  • Ernst & Young LLP ratified as auditor for fiscal year ending July 31, 2026, with 563,913,034 votes for
  • Annual director elections proposal approved with 443,608,224 votes for; repurchase policy proposal not approved with 458,665,165 against
Read the filing on SEC.gov ↗
LRNStride, Inc. Dec 10, 5:06 PM ET

Stride stockholders approve expanded equity plan and new employee stock purchase plan

Neutral shareholder Written later 5.025.07

At its December 4, 2025 annual meeting, Stride stockholders approved an amended and restated 2016 Equity Incentive Award Plan and a new 2025 Employee Stock Purchase Plan, and re-elected all eight board nominees. The votes add shares that can be issued under the equity plan and the stock purchase plan, which can affect existing shareholders through potential dilution.

  • The 2016 Plan amendment adds 740,000 shares and extends the plan term to October 17, 2035.
  • The 2025 ESPP authorizes issuance of 4,000,000 shares of common stock for employee purchases at a discount.
  • KPMG LLP was ratified as independent auditor for the fiscal year ending June 30, 2026, with 39,046,477 votes for and 68,426 against.
  • In a non-binding say-on-pay vote, 29,512,235 votes were cast for and 6,530,915 against executive compensation.
Read the filing on SEC.gov ↗

Halozyme grants CEO Helen Torley $10 million performance stock award tied to share price

Neutral shareholder Written later 5.02

Halozyme's Compensation Committee approved a one-time performance-based restricted stock unit grant to CEO Dr. Helen Torley on December 4, 2025, with a grant date fair value of $10 million. The shares vest only if the company's average share price reaches set levels over a four-year period and Torley remains employed through the fourth anniversary of the grant. The award ties a large part of her pay to sustained share price gains.

  • Grant approved December 4, 2025 under the 2021 Stock Plan; grant date fair value of $10 million
  • Vesting ranges from 50% to 200% of target, based on average share price hitting $115, $130, $145 or $170
  • Shares that become eligible must still vest through the fourth anniversary of the grant date; voluntary resignation or retirement before then forfeits performance-based vested shares
  • Full award agreement to be filed as an exhibit to the 10-K for fiscal year ending December 31, 2025
Read the filing on SEC.gov ↗

Harvard Ave Acquisition to allow separate trading of HAVA shares and rights from Dec. 15

Neutral shareholder Written later 8.01

Harvard Ave Acquisition Corporation, a blank check company, said holders of its 14,500,000 units may separate the Class A ordinary shares and rights from those units starting on or about December 15, 2025. The shares and rights will trade on Nasdaq under HAVA and HAVAR, while unseparated units continue as HAVAU.

  • Separate trading of Class A ordinary shares and rights begins commencing December 15, 2025
  • Units sold in the initial public offering total 14,500,000
  • Shares and rights trade on Nasdaq as HAVA and HAVAR; unseparated units trade as HAVAU
  • Holders must have brokers contact transfer agent Continental Stock Transfer & Trust Company to separate units
Read the filing on SEC.gov ↗
ESPESPEY MFG & ELECTRONICS CORP Dec 9, 10:48 AM ET

Espey elects Nancy Patzwahl to board and declares $0.25 quarterly dividend

Neutral shareholder Written later 5.078.01

At its December 5, 2025 annual meeting, Espey stockholders elected Nancy Patzwahl as a Class B director for a three-year term and ratified Withum as auditor for the fiscal year ending June 30, 2026. On December 8, the company declared a regular $0.25 quarterly dividend and named Patzwahl Audit Committee chair, succeeding Paul Corr, who remains a board member.

  • Nancy Patzwahl elected Class B director: 1,566,288 votes for and 25,831 withheld, with a term running to the 2028 annual meeting
  • Withum ratified as independent auditor for the fiscal year ending June 30, 2026: 2,108,397 votes for and 17,505 against
  • Advisory say-on-pay vote: 1,064,634 for and 472,064 against; the board later set the vote frequency at every three years
  • Quarterly dividend of $0.25 per share payable December 26, 2025 to shareholders of record on December 19, 2025
Read the filing on SEC.gov ↗
HSICHENRY SCHEIN INC Dec 9, 7:50 AM ET

Henry Schein to renominate two KKR designees to board at 2026 annual meeting

Neutral shareholder Written later 1.01

Under its Strategic Partnership Agreement with KKR Hawaii Aggregator L.P., KKR exercised an Extension Election on December 7, 2025. As a result, Henry Schein's board will renominate KKR's designees, Max Lin and William K. "Dan" Daniel, for election at the 2026 Annual Meeting, for terms expiring at the 2027 annual meeting. The filing reports no financial figures, and the change keeps KKR's board representation in place for another term.

  • KKR notified Henry Schein on December 7, 2025 of its election to exercise the Extension Election under Section 5.10(f) of the agreement dated January 29, 2025.
  • Board will renominate KKR designees Max Lin and William K. "Dan" Daniel for the 2026 Annual Meeting.
  • Proposed terms would expire at the company's 2027 annual meeting of stockholders.
Read the filing on SEC.gov ↗

Alexandria Real Estate Equities approves new $500 million stock buyback through 2026

Neutral shareholder Written later 5.028.01

Alexandria Real Estate Equities, Inc. (ARE) authorized a new common stock repurchase program of up to $500 million, running until December 31, 2026, to replace a $500 million program set to expire on December 31, 2025. The company is not obligated to buy any shares, and repurchases may be suspended or discontinued at any time. The filing also reports that Co-President and Regional Market Director Daniel J. Ryan resigned effective December 31, 2025, for personal and health reasons.

  • New repurchase program authorizes up to $500 million of common stock through December 31, 2026, approved December 5, 2025.
  • The prior program had $258.2 million of repurchases, primarily in January 2025.
  • Company says it prefers to fund repurchases on a leverage-neutral basis from operating cash flow after dividends and real estate disposition or joint venture proceeds.
  • Co-President Daniel J. Ryan's resignation takes effect December 31, 2025.
Read the filing on SEC.gov ↗
MSFTMICROSOFT CORP Dec 8, 4:00 PM ET

Microsoft shareholders re-elect 12 directors and reject all eight shareholder proposals

Neutral shareholder Written later 5.025.07

At its December 5, 2025 annual meeting, Microsoft shareholders elected all 12 director nominees and approved the 2026 Stock Plan, which replaces the 2017 Stock Plan. They also approved executive pay on an advisory basis, ratified Deloitte & Touche LLP as auditor for fiscal 2026, and rejected all eight shareholder proposals. The votes confirm board, pay, and plan approvals, and no shareholder proposal received majority support.

  • Annual meeting held December 5, 2025; 6,321,402,487 of 7,433,087,554 eligible shares were voted.
  • 2026 Stock Plan approved with 97.07% of votes cast in favor.
  • Advisory say-on-pay approved with 91.94%; Deloitte & Touche ratified with 93.53% for fiscal 2026.
  • All eight shareholder proposals were not approved; the highest support was 27.48%, on a report on data operations in human rights hotspots.
Read the filing on SEC.gov ↗
LIILENNOX INTERNATIONAL INC Dec 5, 4:22 PM ET

Lennox International approves new 2026 executive long-term incentive award agreement

Neutral shareholder Written later 5.02

On December 4, 2025, Lennox International's Compensation and Human Resources Committee approved a new form of long-term incentive award agreement for vice presidents and above. The agreement covers grants to executive officers of restricted stock units, performance share units, and stock appreciation rights, and its terms are substantially similar to the prior form except for expanded restrictive covenant remedies and administrative changes.

  • Committee approval date: December 4, 2025
  • Award types: restricted stock units, performance share units, and stock appreciation rights
  • Key change: restrictive covenant provisions updated to expand the company's remedies
  • Form filed as Exhibit 10.1 under the 2019 Equity and Incentive Compensation Plan
Read the filing on SEC.gov ↗
PLDPrologis, Inc. Dec 5, 4:06 PM ET

Prologis approves cash-settled dividend equivalents on performance stock units

Neutral shareholder Written later 5.02

On December 3, 2025, Prologis's Compensation Committee approved a new form of performance stock unit agreement that accrues dividend equivalents on target awards and pays them in cash only to the extent the awards are earned. The committee also approved an amendment to retirement eligibility waiver agreements for executives Daniel S. Letter, Timothy D. Arndt and Carter H. Andrus, so that equity awards granted on or after January 1, 2026 are not subject to the waiver. The filing describes compensation terms only and gives no dollar amounts.

  • Committee approved the Updated PSU Agreement on December 3, 2025 under the 2020 Long-Term Incentive Plan
  • Dividend equivalents accrue during the performance period and are settled in cash only if the target PSUs are earned
  • Retirement Eligibility Waiver Amendment applies to Daniel S. Letter, Timothy D. Arndt and Carter H. Andrus for awards granted on or after January 1, 2026
Read the filing on SEC.gov ↗
PCTYPaylocity Holding Corp Dec 5, 4:06 PM ET

Paylocity shareholders approve equity plan increase and elect all 10 directors

Neutral shareholder Written later 5.025.07

At its annual meeting on December 4, 2025, Paylocity stockholders elected all ten director nominees and approved an amended 2023 Equity Incentive Plan that adds 444,000 shares authorized for issuance. Stockholders also ratified KPMG LLP as the independent auditor for fiscal 2026 and approved executive compensation on an advisory basis. These are routine annual-meeting votes, but the plan change increases the shares available for equity awards and removes certain share recycling provisions.

  • Equity plan: 444,000 more shares authorized; 42,518,831 votes for, 1,703,482 against, 89,999 abstentions
  • Say-on-pay: 41,242,588 votes for and 2,979,270 against the named executive officer compensation
  • Directors: all ten nominees elected; Kenneth B. Robinson had the most votes withheld at 4,081,664
  • Auditor: KPMG LLP ratified for fiscal year ending June 30, 2026 with 47,810,256 votes for
Read the filing on SEC.gov ↗
BLKBBLACKBAUD INC Dec 5, 4:04 PM ET

Blackbaud updates equity award retirement program for awards granted from 2026

Neutral shareholder Written later 5.02

On December 1, 2025, Blackbaud's board approved changes to its retirement program for annual long-term incentive equity awards granted on or after January 1, 2026. The changes raise the combined age and service threshold from 62 to 65, set a new minimum retirement age of 60, and allow performance-based awards with performance periods ending after retirement to remain eligible. Outstanding equity awards are not affected.

  • Combined age and continuous service minimum for eligibility rises from 62 to 65.
  • New minimum retirement age of 60 applies; at least five years of continuous service is required.
  • Employees must give at least six months' written notice of retirement.
  • Changes apply only to annual LTI equity awards granted on or after January 1, 2026; existing awards are unaffected.
Read the filing on SEC.gov ↗

Bitwise 10 Crypto Index ETF to list on NYSE Arca as BITW around December 9, 2025

Neutral shareholder Written later 1.013.035.038.01

The Bitwise 10 Crypto Index Fund amended its trust documents on December 3, 2025, renaming it the Bitwise 10 Crypto Index ETF and adopting a restated trust agreement tied to its pending conversion to an exchange-traded fund. The filing says the shares are expected to begin trading on NYSE Arca under the symbol BITW on or about December 9, 2025, subject to regulatory approvals, and to stop quoting on the OTCQX Best Market, though the filing states no assurance is given on the timing.

  • Trust renamed from Bitwise 10 Crypto Index Fund to Bitwise 10 Crypto Index ETF via a Delaware certificate of amendment filed December 3, 2025
  • Restated trust agreement dated December 3, 2025 changes management fee calculation and lets Authorized Participants create or redeem shares in baskets of crypto assets or cash
  • Shares expected to list on NYSE Arca under BITW on or about December 9, 2025, subject to regulatory approvals
Read the filing on SEC.gov ↗
HYNEHoyne Bancorp, Inc. Dec 3, 5:10 PM ET

Hoyne Bancorp closes conversion and stock offering, sells 7,935,000 shares at $10.00

Neutral shareholder Written later 8.01

Hoyne Bancorp, Inc. announced the closing of its subscription offering tied to the conversion of Hoyne Savings, MHC to the stock holding company form. The company sold 7,935,000 shares at $10.00 per share, for gross proceeds of approximately $79.4 million before offering expenses, and expects its stock to begin trading on Nasdaq Capital Market as HYNE on December 4, 2025.

  • Sold 7,935,000 shares at $10.00 per share, including 647,755 shares to the ESOP, for gross proceeds of approximately $79.4 million before expenses
  • Contributed 161,938 additional shares to the Hoyne Charitable Foundation, Inc.; 8,096,938 shares are now outstanding
  • Subscription offering expired November 5, 2025; trading on Nasdaq Capital Market expected to begin December 4, 2025
  • Book-entry statements and refund and interest checks expected to be mailed on or about December 3, 2025
Read the filing on SEC.gov ↗
PAYOPayoneer Global Inc. Dec 3, 4:21 PM ET

Payoneer adopts change-in-control severance plan for executives, excluding CEO and CFO

Neutral shareholder Written later 5.02

Payoneer's Compensation Committee adopted an Executive Change in Control Severance Plan on November 28, 2025, covering executives including named executive officers. The plan provides cash, health coverage and equity vesting if a participant is terminated without cause or resigns for good reason after a change in control, and the CEO and CFO will not participate.

  • Plan adopted by the Compensation Committee on November 28, 2025; participation requires a participation agreement and a separation and release agreement.
  • Benefits include a lump sum equal to annual base salary plus annual target bonus, and up to twelve months of medical and dental coverage at active employee rates.
  • Time-vesting equity awards vest immediately; performance awards follow their award agreements, with time-vesting deemed satisfied at termination.
  • The CEO and CFO will not participate and keep existing severance rights under their employment agreements.
Read the filing on SEC.gov ↗

Tailwind 2.0 Acquisition to allow separate trading of shares and rights from Dec. 8

Neutral shareholder Written later 8.01

Tailwind 2.0 Acquisition Corp. said holders of its units may separate them into Class A ordinary shares and rights starting December 8, 2025, with shares and rights trading under TDWD and TDWDR on Nasdaq. The change is administrative and does not alter the shares or rights themselves, but it lets shareholders trade the two components independently.

  • Separate trading of Class A ordinary shares and rights begins December 8, 2025.
  • Separated shares and rights trade on Nasdaq as TDWD and TDWDR; unseparated units continue as TDWDU.
  • Holders must contact transfer agent Lucky Lucko, Inc. d/b/a Efficiency through their brokers to separate units.
  • The company is seeking an initial business combination in energy and compute infrastructure.
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.