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).
Shift4 Payments said Executive Chairman Jared Isaacman resigned from the board after being sworn in as NASA Administrator on December 18, 2025, and Taylor Lauber was appointed Chairman. Isaacman's agreement with the U.S. Office of Government Ethics also calls for him to vote about 25% of his affiliated voting power under a letter agreement, and he plans to collapse the company's Up-C structure within 60 days, which would end the company's status as a controlled company under NYSE rules.
Isaacman was sworn in as NASA's 15th Administrator on December 18, 2025, after a Senate confirmation vote on December 17, 2025.
Taylor Lauber was appointed Chairman of the Board, effective upon Isaacman's confirmation.
Isaacman has represented he intends to convert his equity units and Class B and Class C shares into Class A shares and terminate the Tax Receivable Agreement within 60 days.
Shift4 will no longer be a controlled company under NYSE governance standards as a result of these transactions.
Enova International and Grasshopper Bancorp amended their December 10, 2025 merger agreement to remove the stockholder election for cash or stock. Each Grasshopper stockholder will now receive 50% cash and 50% stock, and the filing states the aggregate consideration Enova pays is unchanged. The change simplifies the deal structure but does not alter the total price shareholders would bear.
Amendment No. 1 dated December 18, 2025 eliminates the cash-or-stock election for Grasshopper stockholders.
Each Grasshopper stockholder will receive 50% cash and 50% stock in the Merger.
The aggregate consideration payable by Enova remains unchanged, per the filing.
The Merger remains subject to regulatory and stockholder approvals, and the filing notes a registration statement on Form S-4 will be filed.
California Resources Corporation completed its all-stock merger with Berry Corporation on December 18, 2025, making Berry a wholly owned subsidiary. Berry shareholders received 0.0718 CRC shares for each Berry share, and the company said Berry's former holders received about 5.6 million CRC shares, worth roughly $253 million at CRC's December 17 closing price. The filing does not include post-merger financial results, and CRC plans to give full-year 2026 guidance with its fourth quarter 2025 earnings release.
Each Berry common share converted into 0.0718 CRC common shares at the Effective Time on December 18, 2025
Berry's former equity holders received about 5.6 million CRC shares, worth approximately $253 million based on the December 17, 2025 closing price
The credit agreement's aggregate elected commitments rose from $1.45 billion to $1.46 billion with an added lender
CRC expects to provide full-year 2026 guidance with its year-end and fourth quarter 2025 earnings release
Phibro Animal Health said CEO and President Jack Bendheim will resign effective July 1, 2026, and become Executive Chairman while remaining Chairman of the Board. Executive Vice President Dani Bendheim, Jack Bendheim's son, will become CEO and President on that date, and the company said its Board unanimously supports the transition.
Jack Bendheim resigns as CEO and President effective July 1, 2026, and takes the role of Executive Chairman
Dani Bendheim, 53, Executive Vice President, Corporate Strategy and a company employee since 1997, will become CEO and President
Dani Bendheim is the son of Jack Bendheim and the brother of director Jonathan Bendheim; both executives will enter new or amended employment agreements before the effective date
The filing contains no financial results or guidance
KB Home reported fourth-quarter fiscal 2025 revenue of $1.69 billion, down from $2.00 billion a year earlier, and diluted earnings per share of $1.55, down from $2.52. For the full year, revenue was $6.24 billion and diluted EPS was $6.15, down 27%. The company also gave 2026 guidance, with full-year housing revenue of $5.10 billion to $6.10 billion, which shareholders can compare with the $6.24 billion total revenue reported for fiscal 2025.
Q4 net income was $101.5 million, compared to $190.6 million; adjusted diluted EPS was $1.92, excluding inventory-related charges, accelerated equity-based compensation and a loss on debt extinguishment.
Net orders fell 10% to 2,414 homes and the ending backlog was 3,128 homes, compared to 4,434.
Housing gross profit margin was 17.0%, compared to 20.9%, reflecting price reductions, higher relative land costs and geographic mix.
2026 first-quarter guidance calls for 2,300 to 2,500 deliveries and housing revenue of $1.05 billion to $1.15 billion.
Zoetis completed a private offering of $2.0 billion in 0.25% convertible senior notes due June 15, 2029, including a $250 million option that the initial purchasers exercised in full. The company estimates net proceeds of about $1,969.6 million and plans to use most of them to repurchase its common stock under its existing $6 billion repurchase program, with the remaining buybacks expected to be completed by the first quarter of 2026.
Notes total $2.0 billion principal, with a 0.25% annual interest rate payable semiannually starting June 15, 2026
Estimated net proceeds of $1,969.6 million: $186.6 million for capped call transactions, $248.0 million to buy about 2.1 million shares, and $1,535.0 million for further repurchases
Initial conversion price is about $148.20 per share, a 22.5% premium to the December 15, 2025 NYSE closing price
Notes mature June 15, 2029 and are senior unsecured obligations of Zoetis
FedEx reported second-quarter fiscal 2026 results for the quarter ended November 30, 2025, with revenue of $23.5 billion, up 7% from $22.0 billion a year earlier, and GAAP net income of $956 million, up from $741 million. The company raised the low end of its fiscal 2026 revenue growth and diluted EPS forecasts, while the FedEx Freight spin-off remains on track for June 1, 2026, which matters to shareholders because it will create a separately traded company.
Q2 revenue $23.5 billion, up 7%; GAAP diluted EPS $4.04 vs. $3.03 a year earlier; adjusted diluted EPS $4.82 vs. $4.05.
Fiscal 2026 revenue growth forecast now 5% to 6% (prior 4% to 6%); diluted EPS before MTM pension adjustments now $14.80 to $16.00 (prior $14.20 to $16.00).
FedEx Freight segment GAAP operating income fell to $90 million from $312 million, with $152 million of spin-off costs in the quarter.
Repurchased $276 million of shares in Q2; $1.3 billion remained under the 2024 authorization as of November 30, 2025.
Scholastic completed sale-leaseback transactions on December 17, 2025, selling its New York City headquarters at 555-557 Broadway and its Jefferson City, Missouri distribution facility for $481 million in total proceeds. The company estimates net proceeds of $401 million after taxes, fees and transaction expenses, which it plans to use under its capital allocation priorities, including share repurchases. Scholastic will continue to lease both properties under long-term agreements, so it takes on rent obligations of $333,059,306.47 in total fixed rent for the SoHo lease alone over its initial term.
Closed December 17, 2025: sold 555-557 Broadway (NYC headquarters) to a subsidiary of Empire State Realty Trust and the Jefferson City facility to funds managed by affiliates of Fortress Investment Group
Total proceeds of $481 million; estimated net proceeds of $401 million after taxes, fees and transaction expenses
SoHo lease: 15-year initial term with two 10-year renewal options; total fixed rent of $333,059,306.47 over the initial term, plus a proportionate share of operating expense, tax and insurance increases
Jefferson City lease: 20-year initial term; initial annual base rent of approximately $6,886,000, triple net, with rent adjusted annually by CPI subject to a 4% cap and 1% collar
Scholastic reported fiscal second-quarter revenue of $551.1 million, up 1%, and diluted earnings per share of $2.17, up 27% from $1.71 a year earlier. The company affirmed its fiscal 2026 outlook for Adjusted EBITDA and free cash flow after adjusting for completed sale-leasebacks, and its board raised the share repurchase authorization to $150 million, an increase of $80 million, which matters to shareholders because it signals more capital returned to them.
Revenue rose 1% to $551.1 million, led by Children's Book Publishing and Distribution, while Education Solutions sales declined 13% to $62.2 million.
Diluted EPS was $2.17 versus $1.71; excluding one-time items, diluted EPS was $2.57 versus $1.82.
Fiscal 2026 Adjusted EBITDA outlook is $146 million to $156 million after a $14 million partial-year impact from the sale-leasebacks; free cash flow is forecast to exceed $430 million.
Sale-leasebacks generated an estimated $401 million in net proceeds after the quarter ended, and the buyback authorization now stands at $150 million.
Crane Harbor Acquisition Corp. II, a blank check company, closed its initial public offering of 34,500,000 units at $10.00 per unit on December 17, 2025, for gross proceeds of $345 million, including the over-allotment option exercised in full. The filing says $345 million of IPO and private placement proceeds was placed in a trust account for public shareholders, to be released only after an initial business combination or redemption rights are triggered, with a 24-month deadline to complete a deal.
34,500,000 units sold at $10.00 each, including 4,500,000 units from the over-allotment option exercised December 16, 2025
Private placement of 900,000 units for $9 million, with the sponsor buying 600,000 units
$345 million placed in trust; funds generally not released until a business combination or redemption if none is completed within 24 months
Seven directors appointed December 15, 2025, and Jeffrey F. Brotman resigned from the board
Cintas reported fiscal 2026 second-quarter revenue of $2.80 billion, up 9.3% from a year earlier, and diluted EPS of $1.21, up 11.0%. The company raised its full fiscal 2026 revenue guidance to $11.15 billion to $11.22 billion and its diluted EPS guidance to $4.81 to $4.88. For shareholders, the quarter's growth and higher outlook are the key takeaways, and the company has returned $1.24 billion through buybacks and dividends in the first six months of the fiscal year.
Q2 revenue $2.80 billion, up 9.3%; organic revenue growth 8.6%
Q2 diluted EPS $1.21 vs. $1.09 a year earlier, up 11.0%
FY2026 revenue guidance raised from $11.06 billion-$11.18 billion to $11.15 billion-$11.22 billion
FY2026 diluted EPS guidance raised from $4.74-$4.86 to $4.81-$4.88
CarMax reported third-quarter fiscal 2026 net earnings of $62.2 million, or $0.43 per diluted share, down from $125.4 million, or $0.81, a year earlier. Retail used unit sales fell 8.0%, and gross profit dropped 12.9% to $590.0 million. The company also named David McCreight interim president and CEO effective December 1, 2025, and expects to lower retail used unit margins in the fourth quarter.
Net earnings were $62.2 million versus $125.4 million; diluted EPS was $0.43 versus $0.81, including a $0.08 impact from restructuring charges.
Retail used unit sales fell 8.0% to 169,557; gross profit per retail used unit was $2,235, down $71 from last year's third quarter record.
David McCreight was named interim president and CEO and Tom Folliard interim executive chair, effective December 1, 2025; a permanent CEO search is underway.
For the fourth quarter, CarMax expects lower retail used unit margins and higher marketing spend year over year.
FactSet reported results for the first quarter of fiscal 2026, ended November 30, 2025, with GAAP revenue up 6.9% and GAAP diluted EPS up 4.4% from a year earlier. The company reaffirmed its fiscal 2026 outlook and its board raised the share repurchase authorization from $400 million to $1 billion, which matters to shareholders because it expands the capital available for buybacks while margins declined year over year.
GAAP revenues were $607.6 million, up 6.9% from $568.7 million; organic revenues grew 6.0% to $600.0 million.
GAAP diluted EPS was $4.06 versus $3.89; adjusted diluted EPS was $4.51, up 3.2%.
GAAP operating margin fell to 31.6% from 33.6%, and adjusted operating margin fell to 36.2% from 37.6%.
The board increased the repurchase authorization from $400 million to $1 billion; FactSet repurchased $139.9 million of stock in the quarter.
Marathon Petroleum said Maria A. Khoury, a former CFO at Danaher's life sciences unit and GE units, will become executive vice president and chief financial officer on January 19, 2026, succeeding John J. Quaid, who will stay with the company in a transition role. The filing gives her $800,000 base salary, a target bonus of 100% of salary, and a 2026 long-term incentive target of $2,400,000, which shareholders may track as part of executive pay.
Maria A. Khoury becomes executive vice president and CFO effective January 19, 2026
Base salary of $800,000 with a target annual bonus equal to 100% of salary
2026 long-term incentive target award of $2,400,000 and a one-time restricted stock unit grant valued at $275,000
John J. Quaid ceases to be CFO on the effective date and will remain in a non-executive transition role
Performance Food Group announced that Chairman and CEO George Holm will retire as CEO effective January 1, 2026, and become Executive Chair. President and COO Scott McPherson will succeed him as CEO and join the board on the same date. The filing describes the change as a planned succession process, with no financial results disclosed.
Scott McPherson, 55, becomes CEO and President and joins the board of 14 directors effective January 1, 2026, up from 13
George Holm becomes Executive Chair; his fiscal 2026 salary is reduced to $600,000 for the remainder of the year
McPherson's base salary rises to $1 million, with a 150% annual cash incentive target and a $6 million long-term equity target
McPherson receives a $1,750,000 equity grant on January 1, 2026, 60% performance shares tied to relative total shareholder return and 40% time-based restricted stock
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.