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).
IDEX Corporation appointed Sean M. Gillen, currently CFO of AAR CORP., as Senior Vice President and Chief Financial Officer effective January 5, 2026, replacing interim CFO Akhil Mahendra, who returns to his prior role as Vice President, Corporate Development. The company also said Senior Vice President and Chief Human Resources Officer Melissa S. Flores will resign effective December 19, 2025, and that it plans to fill that role externally.
Sean M. Gillen starts as CFO on January 5, 2026; he served as CFO of AAR CORP. from January 2019.
Offer terms include a $625,000 base salary, an 85% target incentive, a $3,000,000 new hire restricted stock award and a $325,000 sign-on bonus.
Melissa S. Flores, a named executive officer, departs effective December 19, 2025, to pursue another employment opportunity.
Akhil Mahendra had served as interim CFO since May 2025.
CooperCompanies reported fiscal fourth-quarter revenue of $1,065.2 million, up 5%, and non-GAAP diluted EPS of $1.15, up 11%, while GAAP diluted EPS fell 27% to $0.43 after reorganization-related charges of about $89 million. The company also initiated fiscal 2026 guidance of non-GAAP diluted EPS of $4.45 to $4.60, and Chairman Robert S. Weiss said he will step down as Chairman effective January 2, 2026, with director Colleen E. Jay succeeding him.
Q4 revenue $1,065.2 million, up 5%; GAAP diluted EPS $0.43, down 27%; non-GAAP diluted EPS $1.15, up 11%
Fiscal 2026 guidance: total revenue $4,299 to $4,338 million; non-GAAP diluted EPS $4.45 to $4.60; free cash flow $575 to $625 million
Reorganization activity in Q4 resulted in about $89 million in cash and non-cash charges; company expects about $50 million in annual pre-tax savings beginning fiscal 2026
Robert S. Weiss resigns as Chairman effective January 2, 2026, remains a director; Colleen E. Jay appointed Chairman
PTC announced that Jennifer DiRico, currently CFO of Commvault Systems, will become PTC's Executive Vice President and Chief Financial Officer effective January 1, 2026, succeeding Kristian Talvitie, whose last day is December 31, 2025. The company also affirmed its full fiscal 2026 and first fiscal quarter 2026 guidance given on November 5, 2025, which signals no change to its outlook.
Jennifer DiRico appointed CFO effective January 1, 2026; announced December 4, 2025 with a November 30, 2025 appointment date
DiRico's fiscal 2026 annual salary and target bonus are each $575,000, prorated; signing bonus of $255,000
Kristian Talvitie's last day as CFO is December 31, 2025; his departure is not tied to any disagreement with PTC
PTC affirmed guidance for fiscal year ending September 30, 2026 and the quarter ending December 31, 2025
AAR CORP. said Chief Financial Officer Sean M. Gillen will resign effective December 11, 2025, to pursue another opportunity outside the aviation industry, and Vice President of Financial Operations Sarah L. Flanagan will serve as interim CFO. The filing states the departure is not the result of any disagreement with the company, and Gillen will remain an employee through December 19, 2025 to assist the transition.
Sean M. Gillen notified AAR of his resignation on December 1, 2025, effective December 11, 2025
Sarah L. Flanagan, age 54, named Interim CFO effective December 11, 2025; she has been Vice President, Financial Operations, since 2017
Gillen remains an employee through December 19, 2025 to assist with the transition
CEO John M. Holmes said Gillen played a key role in executing the strategy to focus the portfolio on higher growth, higher margin businesses
Commvault said Chief Financial Officer Jennifer DiRico will leave at the end of the calendar year to pursue an opportunity in another industry, and the company has started a search for her successor. Until a new CFO is in place, CEO Sanjay Mirchandani will oversee a newly formed Office of the CFO with Kevin White and Danielle Abrahamsen, and the company says its outlook is unchanged.
DiRico notified the company on November 30, 2025, and will resign at the end of the calendar year.
The filing says her departure is not related to any disagreement, including on accounting, disclosures, internal controls, management or operations.
Mirchandani will oversee the Office of the CFO with Kevin White, Vice President of Finance, and Danielle Abrahamsen, Chief Accounting Officer.
The company says there are no changes to the outlook from its October 28, 2025 second quarter results and expects to report third quarter fiscal 2026 results at the end of January 2026.
Stryker said Spencer Stiles, currently Group President of Orthopaedics, will become President and Chief Operating Officer effective January 1, 2026, with responsibility for the company's global businesses, strategy and mergers and acquisitions. Dylan Crotty, now President of Instruments, will succeed Stiles as Group President, Orthopaedics on the same date.
Stiles becomes President and COO effective January 1, 2026, and will lead global businesses, strategy and M&A
Stiles's annualized base salary rises to $1,000,000 with a bonus target of 100% of base salary
Crotty becomes Group President, Orthopaedics effective January 1, 2026, with base salary rising to $700,000 and a bonus target of 85%
Board committee recommendation for February 2026 long-term incentive awards: about $6,000,000 for Stiles and about $3,000,000 for Crotty
Baxter issued $2.0 billion of senior notes in three series due 2029, 2030 and 2035, receiving about $1.99 billion in net proceeds, and used part of the proceeds to repay its term loan credit agreement in full on December 4, 2025. The company also announced early results and pricing for cash tender offers for certain 2026 and 2027 notes, with a $600 million cap on the purchases.
Notes issued: $300 million 4.450% due 2029, $700 million 4.900% due 2030 and $1.0 billion 5.650% due 2035
Net proceeds of about $1.99 billion, before estimated offering expenses
Term loan credit agreement repaid in full on December 4, 2025
2027 notes tender offer subject to a $600 million cap and a proration factor of about 56%; $614,370,000 principal to be accepted on the Early Settlement Date of December 8, 2025
Boise Cascade said CEO Nate Jorgensen will retire effective March 2, 2026, and remain on the board. The board elected Chief Operating Officer Jeff Strom, age 58, as CEO effective March 3, 2026, with a base salary of $975,000 and a 120% short-term incentive target. The filing describes the change as planned succession, though it reports no financial results.
Nate Jorgensen retires as CEO effective March 2, 2026, and continues as a director
Jeff Strom, COO since January 2025, becomes CEO effective March 3, 2026
Strom's base salary is $975,000 with a 120% annual short-term incentive target
The company does not plan to backfill the chief operating officer role
Ulta Beauty reported third-quarter fiscal 2025 net sales of $2.9 billion, up 12.9%, with comparable sales up 6.3%. Diluted earnings per share were flat at $5.14, while operating margin fell to 10.8% from 12.6%. The company raised its fiscal 2025 diluted EPS outlook to $25.20 to $25.50 from $23.85 to $24.30.
Net sales rose to $2.9 billion from $2.5 billion; comparable sales rose 6.3% versus 0.6% a year earlier.
Net income was $230.9 million, down from $242.2 million; diluted EPS was $5.14, flat year over year.
Operating income was $309.4 million, or 10.8% of net sales, compared with $318.5 million, or 12.6%.
Fiscal 2025 guidance now calls for net sales of approximately $12.3 billion and comparable sales growth of 4.4% to 4.7%.
Hewlett Packard Enterprise reported fiscal fourth-quarter 2025 revenue of $9.7 billion, up 14% from a year earlier, and non-GAAP diluted EPS of $0.62, above its $0.56 to $0.60 outlook. GAAP diluted EPS fell to $0.11 and the company recorded an operating loss of $8 million, including $260 million in impairment charges. HPE raised its fiscal 2026 non-GAAP EPS guidance to $2.25 to $2.45 and declared a $0.1425 quarterly dividend.
Q4 revenue was $9.7 billion, up 14%; GAAP gross margin was 33.5% and non-GAAP gross margin was 36.4%
Non-GAAP diluted EPS was $0.62 versus $0.56 to $0.60 outlook; GAAP diluted EPS was $0.11, down $0.88 year over year
FY26 GAAP diluted EPS guidance raised to $0.62 to $0.82; non-GAAP diluted EPS raised to $2.25 to $2.45
Quarterly dividend of $0.1425 per share payable on or about January 16, 2026, to holders of record on December 19, 2025
Wiley reported fiscal second-quarter 2026 results for the quarter ended October 31, 2025, with revenue of $422 million, down from $427 million a year earlier, while operating income rose 14% to $73 million and GAAP diluted EPS rose 14% to $0.84. The company narrowed its fiscal 2026 revenue growth outlook to the low end of its range, citing market challenges in Learning, and reaffirmed its Adjusted EBITDA margin, Adjusted EPS and Free Cash Flow guidance.
Revenue was $422 million vs. $427 million a year earlier; Learning revenue fell 11% to $143 million, while Research revenue rose 6% to $279 million.
GAAP diluted EPS was $0.84 vs. $0.74; Adjusted EPS was $1.10, up 12% at constant currency.
Fiscal 2026 revenue growth is now expected to be low-single digit, narrowed from low-to-mid single digit growth.
Reaffirmed fiscal 2026 guidance: Adjusted EBITDA margin of 25.5% to 26.5%, Adjusted EPS of $3.90 to $4.35 and Free Cash Flow of approximately $200 million.
Nucor's Board appointed Chief Financial Officer Stephen Laxton as President and Chief Operating Officer effective January 1, 2026, while Chief Operating Officer David Sumoski retires, with his retirement effective June 13, 2026. Laxton will also remain CFO until the company appoints a successor, and Chair and CEO Leon Topalian continues in his roles, so shareholders will see a change in the company's senior operating and finance leadership.
Stephen D. Laxton, CFO since 2022, becomes President and COO effective January 1, 2026, with his annual base salary increased to $1,000,000
David A. Sumoski steps down as COO on January 1, 2026, stays on as an Executive Vice President and advisor, and retires June 13, 2026
Laxton remains CFO until a successor is appointed, and Nucor says it will conduct a search for a new CFO
Leon J. Topalian continues as Chair and Chief Executive Officer
On December 3, 2025, Packaging Corp of America said it will permanently shut the No. 2 paper machine and kraft pulping facilities at its Wallula, Washington containerboard mill, with the work expected to finish by the end of the first quarter of 2026. The company estimates $205 million in pre-tax restructuring charges, mostly recorded in the fourth quarter of 2025 and first quarter of 2026, which will reduce reported earnings for those periods. The mill's annual capacity falls by 250,000 tons, and the company says production cost there should drop by about $125 per ton from 2025 levels.
Pre-tax restructuring charges estimated at $205 million, including about $165 million of non-cash impairment and accelerated depreciation and $40 million of cash charges
No. 2 paper machine and kraft pulping facilities to be shut; No. 3 paper machine and recycled pulping facilities continue operating; completion expected by end of Q1 2026
About 200 positions expected to be eliminated
Mill capacity reduced by 250,000 tons per year; lower production cost of about $125 per ton versus 2025 levels
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.
Kroger reported third quarter 2025 sales of $33.9 billion, up from $33.6 billion a year earlier, and a GAAP loss of $(2.02) per share after a $2.6 billion impairment and related charge tied to its automated fulfillment network. Excluding adjustment items, EPS rose to $1.05 from $0.98, and the company raised the low end of its full-year adjusted EPS guidance to $4.75 to $4.80.
Q3 2025 operating loss of $(1,541) million versus operating profit of $828 million in Q3 2024; the $2.6 billion charge equals $3.00 per share
Adjusted FIFO operating profit of $1,089 million, up from $1,017 million; identical sales without fuel rose 2.6%
Full-year 2025 adjusted EPS guidance is now $4.75 to $4.80, versus $4.70 to $4.80 previously; identical sales guidance narrowed to 2.8% to 3.0%
Kroger expects to complete its remaining $2.5 billion open market share repurchases by the end of fiscal 2025
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
SAIC reported third-quarter fiscal 2026 revenue of $1.87 billion, down 6% from a year earlier, and net income of $78 million, down 26%. Adjusted diluted EPS was $2.58 versus $2.61, and the company raised its fiscal 2026 adjusted diluted EPS guidance to $9.80-$10.00 from $9.40-$9.60, which signals higher expected per-share profit despite lower quarterly sales.
Revenue was $1,866 million versus $1,976 million a year earlier; net income was $78 million versus $106 million.
Diluted EPS was $1.69 versus $2.13; adjusted diluted EPS was $2.58 versus $2.61.
Fiscal 2026 adjusted diluted EPS guidance was raised to $9.80-$10.00 from $9.40-$9.60; revenue guidance is $7.275 billion-$7.325 billion.
Board declared a quarterly dividend of $0.37 per share on December 2, 2025, payable January 28, 2026.
Dollar General reported third-quarter fiscal 2025 net sales of $10.6 billion, up 4.6%, and diluted earnings per share of $1.28, up 43.8% from $0.89 a year earlier. It raised its full-year fiscal 2025 guidance, including diluted EPS of $6.30 to $6.50, up from $5.80 to $6.30, which is favorable for shareholders.
Q3 net income rose to $282.7 million from $196.5 million; operating profit rose 31.5% to $425.9 million.
Same-store sales increased 2.5%; gross profit rate rose to 29.9% from 28.8% of net sales.
Fiscal 2025 diluted EPS guidance raised to $6.30 to $6.50; net sales growth guidance raised to 4.7% to 4.9%.
Quarterly cash dividend of $0.59 per share declared December 2, 2025, payable on or before January 20, 2026.
Halliburton appointed Jeffrey Shannon Slocum, currently president of the Eastern Hemisphere, as executive vice president and chief operating officer effective January 1, 2026, and added him to the 13-member board as a management director. Slocum will be responsible for global operations, business development, health, safety and environment, and global technology, reporting to chairman, president and CEO Jeff Miller. The change shifts operating responsibility to a new leader and expands the board, though the filing contains no financial results or guidance.
Slocum's base salary is a minimum of $1,000,000 a year under his new executive agreement, effective January 1, 2026.
The board increases from 12 to 13 directors; Slocum's initial term runs until the 2026 Annual Meeting of Shareholders.
Rami Yassine, currently senior vice president for the Middle East North Africa region, succeeds Slocum as president, Eastern Hemisphere, with a minimum base salary of $800,000.
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.