AI filing briefs · archive

8-K filings in December 2025, explained

572 material Form 8-K filings that 474 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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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 ↗
IEXIDEX CORP /DE/ Dec 4, 4:54 PM ET

IDEX names Sean Gillen CFO effective January 5, 2026; HR chief Melissa Flores to leave

Neutral leadership Written later 5.027.01

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.
Read the filing on SEC.gov ↗
COOCOOPER COMPANIES, INC. Dec 4, 4:48 PM ET

CooperCompanies Q4 non-GAAP EPS rises 11% to $1.15; FY2026 EPS guidance $4.45-$4.60

Mixed earnings Written later 2.025.027.01

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
Read the filing on SEC.gov ↗
MRKMerck & Co., Inc. Dec 4, 4:36 PM ET

Merck closes $8.0 billion bond offering across eight note series due 2029 to 2065

Neutral financing Written later 8.01

Merck & Co. closed an underwritten public offering of eight series of notes on December 4, 2025, totaling $8.0 billion in principal, issued under an existing shelf registration. The filing discloses the terms and legal documents for the debt but does not state how the company plans to use the proceeds, so its effect on shareholders depends on details outside this filing.

  • Eight series of notes closed on December 4, 2025, ranging from $500 million floating rate notes due 2029 to $1.5 billion notes due 2055
  • Fixed-rate coupons range from 3.850% on the 2029 Notes to 5.700% on the 2065 Notes
  • Notes were issued under an indenture dated January 6, 2010, with U.S. Bank Trust National Association as trustee
Read the filing on SEC.gov ↗
ESABESAB Corp Dec 4, 4:34 PM ET

ESAB Appoints Dr. Sébastien Martin to Board; Director Patrick Allender to Retire

Neutral leadership Written later 5.02

ESAB appointed Dr. Sébastien Martin, an Associate Professor of Operations at Northwestern's Kellogg School of Management, as a director effective January 1, 2026, and he will join the Audit Committee. The company also said director Patrick Allender will retire at its 2026 annual meeting of stockholders, with no disagreement with the company cited. The filing contains no financial results, so the change is administrative and governance-related for shareholders.

  • Dr. Sébastien Martin appointed director effective January 1, 2026; Board size increases from nine to ten members.
  • Dr. Martin joins the Audit Committee effective January 1, 2026, and has served as an external AI advisor to ESAB since February 2025.
  • Patrick Allender will retire as a director at the 2026 annual meeting of stockholders; the company says it is not due to any disagreement.
  • The Board determined Dr. Martin is independent under NYSE listing standards.
Read the filing on SEC.gov ↗
CECelanese Corp Dec 4, 4:30 PM ET

Celanese enters underwriting deal for $1.4 billion of senior notes

Neutral financing Written later 1.01

Celanese US Holdings LLC, a wholly owned subsidiary of Celanese Corporation, agreed on December 3, 2025 to sell $1.4 billion of senior notes through an underwriting agreement with BofA Securities, Inc. The notes add fixed-rate debt that the company must repay, and the filing does not state how the proceeds will be used.

  • $600 million of 7.000% Senior Notes due 2031 and $800 million of 7.375% Senior Notes due 2034
  • Underwriting Agreement dated December 3, 2025, with BofA Securities, Inc. as representative of the underwriters
  • Offering made under Form S-3 registration statement No. 333-271048, with a prospectus supplement dated December 2, 2025
Read the filing on SEC.gov ↗
AVTRAvantor, Inc. Dec 4, 4:29 PM ET

Avantor appoints Sanjeev Mehra to its board of directors

Neutral leadership Written later 5.027.01

Avantor's board elected Sanjeev Mehra, co-founder and managing partner of Periphas Capital, as a director on December 4, 2025. His initial term runs until the 2026 Annual Meeting of Stockholders, and the filing says he meets NYSE and Exchange Act independence standards.

  • Mehra is 66 and was a Goldman Sachs partner from 1998 to 2017; he also serves on the board of OPENLANE, Inc.
  • Non-employee director pay includes a $95,000 annual cash retainer, prorated for 2025, and restricted stock units with a $210,000 grant date fair value.
  • The restricted stock units are scheduled to vest in full one year from the grant date, subject to continued board service.
  • The filing reports no arrangements with other persons for his selection and no material related-party interest.
Read the filing on SEC.gov ↗
VMRKVIVMARK RESIDENTIAL Dec 4, 4:25 PM ET

VIVMARK RESIDENTIAL: 8-K describes $2.5 billion credit deal by Equity Residential unit

Neutral financing Written later 1.012.03

An 8-K dated December 4, 2025 reports that ERP Operating Limited Partnership, the operating partnership of Equity Residential, signed a new $2.5 billion unsecured revolving credit agreement on December 3, 2025, replacing its existing $2.5 billion facility. The filing does not mention VIVMARK RESIDENTIAL or ticker VMRK, so the company named in the filing may differ from the one in the request and should be verified before relying on it.

  • December 3, 2025: ERP Operating LP entered a $2.5 billion unsecured revolving credit agreement with Bank of America, N.A. as administrative agent.
  • The new facility replaces an existing $2.5 billion revolver that was scheduled to mature October 26, 2027.
  • The new facility matures December 3, 2030 and allows up to $1.0 billion of additional borrowings.
  • Current pricing is Term SOFR or Daily Simple SOFR plus 72.5 basis points, with a facility fee of 12.5 basis points per annum; both depend on the credit rating.
Read the filing on SEC.gov ↗
PTCPTC INC. Dec 4, 4:25 PM ET

PTC names Jennifer DiRico CFO effective January 1, 2026; affirms fiscal 2026 guidance

Neutral leadership Written later 5.027.01

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
Read the filing on SEC.gov ↗
AIRAAR CORP Dec 4, 4:21 PM ET

AAR CORP. CFO Sean Gillen to resign; Sarah Flanagan named interim CFO

Neutral leadership Written later 5.027.01

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
Read the filing on SEC.gov ↗
SPGIS&P Global Inc. Dec 4, 4:16 PM ET

S&P Global completes $1.0 billion senior notes offering due 2031 and 2035

Neutral financing Written later 1.012.03

S&P Global completed a private offering of $1.0 billion in senior unsecured notes on December 4, 2025, comprising $600 million of 4.250% notes due 2031 and $400 million of 4.800% notes due 2035. The company intends to use the net proceeds for general corporate purposes, which may include acquisitions, debt refinancing, or repurchases of its common stock, so the deal adds to the company's debt load.

  • $600 million of 4.250% Senior Notes due 2031 and $400 million of 4.800% Senior Notes due 2035 were sold.
  • Notes are fully and unconditionally guaranteed by Standard & Poor's Financial Services LLC on a senior unsecured basis.
  • Holders can require repurchase at 101% of principal plus accrued interest upon a Change of Control Triggering Event.
  • A registration rights agreement requires the company to pursue an exchange offer, with additional interest owed if it is not completed by the 365th day after issuance.
Read the filing on SEC.gov ↗
CVLTCOMMVAULT SYSTEMS INC Dec 4, 4:16 PM ET

Commvault CFO Jennifer DiRico to resign at end of 2025; CEO to oversee finance

Neutral leadership Written later 5.027.01

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.
Read the filing on SEC.gov ↗
SYKSTRYKER CORP Dec 4, 4:16 PM ET

Stryker names Spencer Stiles President and COO effective January 1, 2026

Neutral leadership Written later 5.027.01

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
Read the filing on SEC.gov ↗
BAXBAXTER INTERNATIONAL INC Dec 4, 4:15 PM ET

Baxter prices $2.0 billion in senior notes to refinance term loan and tender debt

Neutral financing Written later 1.011.022.038.01

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
Read the filing on SEC.gov ↗
AGXARGAN INC Dec 4, 4:15 PM ET

Argan Q3 revenue falls 2.3% to $251.2 million as profit and backlog rise

Mixed earnings Written later 2.02

Argan reported results for the quarter ended October 31, 2025, its third quarter of fiscal 2026. Revenue fell $5.9 million, or 2.3%, from the prior-year quarter, which the company attributed to project timing and mix, while net income rose to $30.7 million, or $2.17 per diluted share, from $28.0 million, or $2.00 per share. Project backlog reached $3.0 billion, up from $1.4 billion at January 31, 2025.

  • Revenue was $251.2 million, down $5.9 million or 2.3% from $257.0 million a year earlier.
  • Net income was $30.7 million, or $2.17 per diluted share, versus $28.0 million, or $2.00 per diluted share, a year earlier.
  • Gross margin was 18.7%, up from 17.2%, mainly from improved margins in the Power Industry Services and Industrial Construction Services segments.
  • Cash, cash equivalents and investments were $726.8 million at October 31, 2025, and the company reported no debt.
Read the filing on SEC.gov ↗
BCCBOISE CASCADE Co Dec 4, 4:15 PM ET

Boise Cascade CEO Nate Jorgensen to retire; COO Jeff Strom named successor March 3, 2026

Neutral leadership Written later 5.02

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
Read the filing on SEC.gov ↗
ULTAUlta Beauty, Inc. Dec 4, 4:07 PM ET

Ulta Beauty Q3 sales rise 12.9%, raises fiscal 2025 EPS outlook to $25.20-$25.50

Positive earnings Written later 2.02

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%.
Read the filing on SEC.gov ↗

HPE posts record Q4 revenue of $9.7 billion and raises FY26 non-GAAP EPS outlook

Mixed earnings Written later 2.027.01

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
Read the filing on SEC.gov ↗
DOCUDOCUSIGN, INC. Dec 4, 4:06 PM ET

Docusign Q3 revenue rises 8% to $818.4 million; GAAP diluted EPS $0.40

Positive earnings Written later 2.02

Docusign reported results for the quarter ended October 31, 2025, with revenue of $818.4 million, up 8% year over year, and GAAP diluted earnings of $0.40 per share, up from $0.30. The company also guided fourth-quarter revenue to $825 million to $829 million and full-year revenue to $3,208 million to $3,212 million, both implying 7% to 8% growth.

  • Subscription revenue was $801.0 million, up 9%; professional services and other revenue was $17.4 million, down 14%.
  • Non-GAAP diluted EPS was $1.01, up from $0.90; free cash flow was $262.9 million, up from $210.7 million.
  • Non-GAAP gross margin fell to 81.8% from 82.5% a year earlier.
  • Share repurchases totaled $215.1 million in the quarter.
Read the filing on SEC.gov ↗
EXCEXELON CORP Dec 4, 11:29 AM ET

Exelon completes $1 billion sale of 3.25% convertible senior notes due 2029

Neutral financing Written later 1.012.033.028.01

Exelon Corporation completed the sale of $1 billion in 3.25% convertible senior notes due March 15, 2029, including the full $100 million option, in a private offering. The company estimates net proceeds of about $987.5 million, which it intends to use to repay or refinance debt or for general corporate purposes, and the notes can be converted into cash, shares, or a combination of both. For shareholders, the deal adds debt and could lead to new shares if holders convert, with the initial conversion price set at about $57.11 per share, a 25% premium to the December 1, 2025 closing price.

  • Notes total $1 billion, including the $100 million option exercised in full, and mature March 15, 2029
  • Interest of 3.25% per year is payable semiannually, starting September 15, 2026
  • Initial conversion price is about $57.11 per share, a premium of about 25% over the December 1, 2025 last reported sale price
  • Estimated net proceeds are about $987.5 million before other offering expenses
Read the filing on SEC.gov ↗
WLYJOHN WILEY & SONS, INC. Dec 4, 11:00 AM ET

Wiley Q2 revenue falls 1% to $422 million; GAAP EPS rises 14%; revenue outlook narrowed

Mixed earnings Written later 2.027.01

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.
Read the filing on SEC.gov ↗
NUENUCOR CORP Dec 4, 9:18 AM ET

Nucor names CFO Stephen Laxton president and COO; COO Dave Sumoski to retire

Neutral leadership Written later 5.02

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
Read the filing on SEC.gov ↗
REXREX AMERICAN RESOURCES Corp Dec 4, 9:18 AM ET

REX American Resources Q3 EPS $0.71, up from $0.69; gross profit falls to $36.1 million

Mixed earnings Written later 2.02

REX American Resources reported fiscal third-quarter 2025 results for the period ended October 31, 2025. Net sales and revenue rose slightly to $175.6 million and diluted EPS rose to $0.71 from $0.69, helped by fewer diluted shares, but gross profit fell to $36.1 million, net income attributable to REX shareholders declined to $23.4 million, and the company attributed the gross profit decline mainly to lower ethanol and distillers grain pricing. The company reported $335.5 million in cash and short-term investments and no bank debt, and said the One Earth expansion remains on track for 2026 completion.

  • Net sales and revenue of $175.6 million vs. $174.9 million in Q3 2024; gross profit of $36.1 million vs. $39.7 million
  • Net income attributable to REX shareholders of $23.4 million vs. $24.5 million; diluted EPS of $0.71 vs. $0.69 on 33,002,000 vs. 35,445,000 diluted shares
  • As of October 31, 2025, $335.5 million in cash, cash equivalents and short-term investments and no bank debt
  • One Earth carbon capture sequestration permit decision expected June 2026; combined project budget $220-$230 million, with $155.8 million capital expenditures to date
Read the filing on SEC.gov ↗
PKGPACKAGING CORP OF AMERICA Dec 4, 9:00 AM ET

Packaging Corp of America to shut Wallula paper machine; $205 million charges

Mixed restructuring Written later 2.052.06

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
Read the filing on SEC.gov ↗
MIDDMIDDLEBY Corp Dec 4, 8:30 AM ET

Middleby to sell 51% of Residential Kitchen unit to 26North at $885 million valuation

Neutral m&a Written later 1.018.01

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.
Read the filing on SEC.gov ↗
KRKROGER CO Dec 4, 8:06 AM ET

Kroger Q3 operating loss of $1.5 billion on $2.6 billion charge; adjusted EPS $1.05

Mixed earnings Written later 2.02

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
Read the filing on SEC.gov ↗
BF-BBROWN FORMAN CORP Dec 4, 8:02 AM ET

Brown-Forman Q2 sales fall 5%, EPS down 14% to $0.47; fiscal 2026 outlook reaffirmed

Negative earnings Written later 2.02

Brown-Forman reported fiscal second-quarter net sales down 5% to $1.0 billion and diluted EPS down 14% to $0.47, with operating income down 10% to $305 million. For the first half, net sales fell 4% to $2.0 billion and diluted EPS fell 13% to $0.83, and the company reaffirmed its fiscal 2026 outlook for low-single-digit organic declines in net sales and operating income.

  • Q2 reported net sales fell 5% to $1.0 billion (-2% organic); operating income fell 10% to $305 million.
  • First-half diluted EPS fell 13% to $0.83; operating income fell 9% to $565 million.
  • Fiscal 2026 outlook reaffirmed: organic net sales and organic operating income each expected to decline in the low-single-digit range.
  • Board raised the quarterly dividend 2% to $0.2310 per share; $301 million remained under the $400 million buyback as of October 31, 2025.
Read the filing on SEC.gov ↗
ASBASSOCIATED BANC-CORP Dec 4, 8:00 AM ET

Associated Banc-Corp agrees to merge with American National Corporation in stock deal

Neutral m&a Written later 1.013.02

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
Read the filing on SEC.gov ↗
WRLDWORLD ACCEPTANCE CORP Dec 4, 7:35 AM ET

World Acceptance: Chief Branch Operations Officer Clinton Dyer to retire March 31, 2026

Neutral leadership Written later 5.027.01

World Acceptance Corporation said Executive Vice President and Chief Branch Operations Officer D. Clinton Dyer will retire effective March 31, 2026, after 30 years with the company. Senior Vice President of Strategy and Analytics J. Tobin Turner will take over branch operations responsibilities during the transition, and the company approved severance-type payments tied to a termination without cause under Dyer's employment agreement.

  • Retirement effective March 31, 2026; Dyer joined after 30 years of service
  • Severance-type package includes $550,000 paid over 24 months plus 18 months of COBRA premiums and full vesting of time-based equity awards
  • J. Tobin Turner, Senior Vice President of Strategy and Analytics, leads branch operations as interim head during the transition
Read the filing on SEC.gov ↗

Iridium Appoints Louis Alterman to Board; Declares $0.15 Per-Share Dividend

Neutral leadership Written later 5.027.01

Iridium Communications appointed Louis M. Alterman as an independent director effective immediately, expanding the board to twelve members. The board also declared a cash dividend of $0.15 per share, payable December 31, 2025, to stockholders of record as of December 15, 2025.

  • Louis M. Alterman joins the board effective December 4, 2025; his initial term runs to the 2026 annual meeting.
  • Alterman has been president and CEO of Stratix Corporation since 2019 and was CFO of Rackspace from 2017 to 2019.
  • Cash dividend of $0.15 per share; payable December 31, 2025, to holders of record on December 15, 2025.
Read the filing on SEC.gov ↗

SAIC Q3 revenue falls 6% to $1.87 billion; company raises fiscal 2026 EPS guidance

Mixed earnings Written later 2.02

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.
Read the filing on SEC.gov ↗
DGDOLLAR GENERAL CORP Dec 4, 6:53 AM ET

Dollar General Q3 profit rises 44% per share; company raises fiscal 2025 EPS outlook

Positive guidance Written later 2.027.01

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.
Read the filing on SEC.gov ↗
HALHALLIBURTON CO Dec 4, 6:32 AM ET

Halliburton names Shannon Slocum executive VP and chief operating officer, effective Jan. 1, 2026

Neutral leadership Written later 5.027.01

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.
Read the filing on SEC.gov ↗
DEDEERE & CO Dec 4, 6:00 AM ET

Deere & Company adds Cargill CEO Brian Sikes to board; CIO Raj Kalathur to retire

Neutral leadership Written later 5.027.01

Deere increased its board from 10 to 11 directors and elected Brian Sikes, Chair, President and CEO of Cargill, effective December 4, 2025. The filing also says Raj Kalathur, President of John Deere Financial and Chief Information Officer, will retire effective January 31, 2026. The filing reports no financial results, so the changes do not by themselves show a change in Deere's performance.

  • Brian Sikes elected to Deere's board effective December 4, 2025; board size rises from 10 to 11
  • Sikes appointed to the Compensation and Corporate Governance committees
  • Raj Kalathur to retire as President, John Deere Financial and Chief Information Officer, effective January 31, 2026
  • The filing states no related party transactions between Sikes and Deere requiring disclosure
Read the filing on SEC.gov ↗

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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.