AI filing briefs · archive

8-K filings in December 2025, explained

550 material Form 8-K filings that 454 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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AXAxos Financial, Inc. Dec 18, 7:20 PM ET

Axos Financial: Commercial Bank President David Park to resign, no disagreement cited

Neutral leadership Written later 5.02

Axos Financial disclosed that David Park informed the company on December 15, 2025 of his resignation as President, Head of Commercial Bank at Axos Bank, a subsidiary, effective at a later date not specified in the filing. The company said the resignation was not due to any disagreement on any matter relating to the company.

  • David Park notified Axos Financial of his resignation on December 15, 2025.
  • His role is President, Head of Commercial Bank at Axos Bank, a subsidiary of the company.
  • The filing states no disagreement with the company led to the resignation.
  • The filing does not give an effective date or name a successor.
Read the filing on SEC.gov ↗

NHI signs change-in-control severance agreements with five named executive officers

Neutral leadership Written later 5.02

On December 15, 2025, National Health Investors entered into updated change-in-control severance agreements with five named executive officers, replacing agreements dated February 26, 2024. The agreements set cash severance multiples, COBRA coverage and equity vesting if an executive is terminated without cause or resigns for good reason within two years after a change in control.

  • Agreements dated December 15, 2025 cover D. Eric Mendelsohn, Kristin S. Gaines, Kevin C. Pascoe, John L. Spaid and David L. Travis
  • Lump sum severance multiples are 3.0 times for Mendelsohn, 2.0 times for Pascoe and Spaid, and 1.5 times for Gaines and Travis
  • Benefits include 18 months of COBRA coverage and accelerated vesting of time-based equity awards
Read the filing on SEC.gov ↗
FOURShift4 Payments, Inc. Dec 18, 5:18 PM ET

Shift4 Payments Chairman Jared Isaacman resigns to become NASA Administrator

Neutral leadership Written later 1.015.02

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.
Read the filing on SEC.gov ↗
ENVAEnova International, Inc. Dec 18, 5:13 PM ET

Enova amends Grasshopper merger deal, makes consideration 50% cash and 50% stock

Neutral m&a Written later 1.01

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.
Read the filing on SEC.gov ↗
ULTAUlta Beauty, Inc. Dec 18, 5:08 PM ET

Ulta Beauty Adopts Executive Severance Plan for Non-Change-in-Control Terminations

Neutral leadership Written later 5.02

Ulta Beauty adopted an Executive Severance Plan on December 15, 2025, providing severance to executive officers after involuntary terminations without cause, except terminations tied to a change in control. The company's 2017 change-in-control plan remains in effect and the new plan replaces other executive severance arrangements, which sets a standard benefit structure for executives but reports no financial figures for shareholders.

  • Severance equals two times base salary, paid bi-weekly over 24 months, plus one times the lower of target or actual annual bonus, paid as a lump sum.
  • Company-paid COBRA premiums cover up to 12 months after termination; payments require a general release and compliance with restrictive covenants for 24 months.
  • The Severance Plan replaces prior individual letters and plans, except the Executive Change in Control and Severance Plan dated March 24, 2017.
Read the filing on SEC.gov ↗
ISRGINTUITIVE SURGICAL INC Dec 18, 5:02 PM ET

Intuitive Surgical: Chief Digital Officer Brian Miller moves to Head of Digital and AI Strategy

Neutral leadership Written later 5.02

Intuitive Surgical said Brian E. Miller, Ph.D., will leave his Chief Digital Officer role and become Head of Digital and AI Strategy effective January 1, 2026. He will no longer report directly to the Chief Executive Officer. The filing does not describe compensation changes or a departure from the company.

  • Effective date of the role change is January 1, 2026.
  • Brian E. Miller, Ph.D., moves from Chief Digital Officer to Head of Digital and AI Strategy.
  • Miller will no longer report directly to the Chief Executive Officer.
  • The 8-K was filed December 18, 2025 and signed by CFO Jamie E. Samath.
Read the filing on SEC.gov ↗
LMTLOCKHEED MARTIN CORP Dec 18, 4:39 PM ET

Lockheed Martin moves $900 million in pension obligations to insurers, books $480 million charge

Mixed other Written later 8.01

On December 16, 2025, Lockheed Martin converted group annuity contracts so that insurance companies took on about $900 million of gross pension obligations for roughly 9,000 U.S. retirees and beneficiaries. The company expects a non-cash, non-operating pretax settlement charge of approximately $480 million in the fourth quarter of 2025, which was not included in its October 21, 2025 outlook, so shareholders may see a large one-time charge against 2025 results.

  • Gross pension obligations of approximately $900 million transferred to insurance companies on December 16, 2025, with no additional costs or funding contributions required by the company
  • Expected non-cash, non-operating pretax settlement charge of approximately $480 million in Q4 2025
  • Charge was not included in the prior 2025 financial outlook released October 21, 2025
  • No change to the nature, amount, or timing of benefit payments for about 9,000 retirees and beneficiaries
Read the filing on SEC.gov ↗
CRCCalifornia Resources Corp Dec 18, 4:35 PM ET

CRC closes all-stock combination with Berry Corporation on December 18, 2025

Neutral m&a Written later 1.012.018.01

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
Read the filing on SEC.gov ↗
TDYTELEDYNE TECHNOLOGIES INC Dec 18, 4:27 PM ET

Teledyne sets 2026 pay for CEO Bobb and Executive Chairman Mehrabian; bylaws revised

Neutral leadership Written later 5.028.01

On December 16, 2025, Teledyne's board approved a new employment agreement for Executive Chairman Robert Mehrabian, running through December 31, 2028, and raised the base salary of President and CEO George Bobb to $1.0 million from January 1, 2026. The board also approved revised bylaws that would let holders of at least 25% of the voting power call a special stockholder meeting, but these take effect only if stockholders approve a related charter amendment at the 2026 annual meeting.

  • Mehrabian base salary set at $1.3 million effective January 1, 2026, plus a one-time $3.3 million special retention restricted stock award in 2026
  • Bobb base salary set at $1.0 million effective January 1, 2026, with a 130% annual incentive target and a 140% performance plan target
  • Revised Sixth Amended and Restated Bylaws allow holders of at least 25% of voting power to call a special meeting, contingent on stockholder approval at the 2026 annual meeting
Read the filing on SEC.gov ↗
PAHCPHIBRO ANIMAL HEALTH CORP Dec 18, 4:20 PM ET

Phibro CEO Jack Bendheim to step down July 1, 2026; son Dani Bendheim named successor

Neutral leadership Written later 5.027.01

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
Read the filing on SEC.gov ↗
KBHKB HOME Dec 18, 4:18 PM ET

KB Home Q4 diluted EPS falls to $1.55 as revenue drops to $1.69 billion

Negative earnings Written later 2.02

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.
Read the filing on SEC.gov ↗
ZTSZoetis Inc. Dec 18, 4:17 PM ET

Zoetis completes $2.0 billion convertible notes sale, using proceeds mainly for share buybacks

Neutral financing Written later 1.012.033.027.01

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
Read the filing on SEC.gov ↗
NKENIKE, Inc. Dec 18, 4:15 PM ET

NIKE Q2 revenue rises 1% to $12.4 billion; diluted EPS falls 32% to $0.53

Mixed earnings Written later 2.02

NIKE reported fiscal second-quarter results for the period ended November 30, 2025, with revenues up 1 percent to $12.4 billion, flat on a currency-neutral basis. Net income fell 32 percent to $0.8 billion, and gross margin declined 300 basis points to 40.6 percent, which the company attributed primarily to higher tariffs in North America. The filing contains no revenue or earnings guidance for future periods.

  • Revenues were $12.4 billion, up 1 percent reported and flat currency-neutral; NIKE Direct fell 8 percent to $4.6 billion, while Wholesale rose 8 percent to $7.5 billion
  • Diluted earnings per share were $0.53 versus $0.78 a year earlier, a 32 percent decrease; net income was $0.8 billion, down 32 percent
  • Gross margin decreased 300 basis points to 40.6 percent, primarily due to higher tariffs in North America
  • Greater China revenues fell 17 percent to $1.4 billion; dividends returned about $598 million to shareholders, up 7 percent
Read the filing on SEC.gov ↗
FDXFEDEX CORP Dec 18, 4:10 PM ET

FedEx Q2 net income rises 29%; raises low end of fiscal 2026 forecasts

Positive earnings Written later 2.02

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.
Read the filing on SEC.gov ↗
RCUSArcus Biosciences, Inc. Dec 18, 4:05 PM ET

Arcus Biosciences amends Hercules loan, extends maturity to September 2030

Neutral financing Written later 1.012.03

Arcus Biosciences entered into a First Amendment to its August 27, 2024 Loan and Security Agreement with Hercules Capital and the lenders, which governs the remaining $150.0 million of term loan commitments. The amendment ties the timing of future borrowing to set dates and to clinical and regulatory milestones, extends the maturity date to September 1, 2030, and adds performance covenants that apply if term loan advances exceed $200.0 million.

  • Maturity date extended to September 1, 2030, with no further extension right.
  • Remaining $150.0 million of term loan commitments: $25.0 million available through March 15, 2026, $25.0 million through September 15, 2026, and up to $50.0 million each after a Phase 3 Clinical Milestone and after FDA approval (Milestone I
  • Covenants apply if advances exceed $200.0 million, starting with quarterly statements three quarters after Milestone I: market capitalization of at least $1.5 billion plus Qualified Cash of at least 50.0% of secured obligations, or Qualifie
Read the filing on SEC.gov ↗
PSNPARSONS CORP Dec 18, 4:05 PM ET

Parsons Names John Martinez Chief Legal Officer, Effective February 16, 2026

Neutral leadership Written later 5.02

Parsons Corporation appointed John T. Martinez as its Chief Legal Officer, effective February 16, 2026, succeeding Michael R. Kolloway, who has held the role since 2017 and plans to retire in the second quarter of 2026. Martinez brings more than 25 years of legal experience, including prior chief legal officer and general counsel roles at Maximus, GE Aerospace and Raytheon Technologies subsidiaries.

  • John T. Martinez named Chief Legal Officer, effective February 16, 2026
  • Predecessor Michael R. Kolloway has served as CLO since 2017 and will remain as an advisor until retirement in Q2 2026
  • Martinez previously served as chief legal officer and corporate secretary at Maximus, Inc. and vice president and general counsel at GE Aerospace
Read the filing on SEC.gov ↗
INDVSupernus, Inc. Dec 18, 4:04 PM ET

Indivior raises CEO and CFO base salaries effective January 1, 2026

Neutral leadership Written later 5.02

Indivior PLC's board approved base salary increases for CEO Joseph Ciaffoni, from $1,050,000 to $1,115,000, and CFO Ryan Preblick, from $559,000 to $604,000, effective January 1, 2026. The changes followed a review of the competitive market and recommendations from the Compensation Committee and the board's compensation consultant. The filing names Indivior PLC, not Supernus, Inc., and it reports no changes to company results, guidance, or executive roles.

  • CEO Joseph Ciaffoni's base salary rises from $1,050,000 to $1,115,000.
  • CFO Ryan Preblick's base salary rises from $559,000 to $604,000.
  • Changes are effective January 1, 2026, and were approved by the board on December 12, 2025.
Read the filing on SEC.gov ↗
SCHLSCHOLASTIC CORP Dec 18, 4:04 PM ET

Scholastic closes $481 million sale-leaseback of NYC headquarters and Missouri facility

Mixed m&a Written later 2.012.03

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
Read the filing on SEC.gov ↗
SCHLSCHOLASTIC CORP Dec 18, 4:01 PM ET

Scholastic Q2 Revenue Rises 1% to $551.1 Million; Diluted EPS Up 27% to $2.17

Positive earnings Written later 2.02

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.
Read the filing on SEC.gov ↗
SRSPIRE INC Dec 18, 2:06 PM ET

Spire Inc. amends loan agreement, adds Spire Tennessee as borrower, extends maturity to 2030

Neutral financing Written later 1.012.03

Spire and its subsidiaries signed a First Amendment to their existing loan agreement with Wells Fargo as administrative agent. The amendment adds Spire Tennessee as a borrower and extends the final maturity date to October 11, 2030. The filing does not disclose the size of the credit facility or any new borrowing amount.

  • Amendment dated December 18, 2025, amends the Second Amended and Restated Loan Agreement dated October 11, 2024
  • Spire Tennessee Inc. joins as a borrower, subject to the loan agreement terms
  • Final maturity date extended to October 11, 2030
  • Spire, Spire Missouri and Spire Alabama paid arrangement and extension fees under a Fee Letter dated December 4, 2025
Read the filing on SEC.gov ↗
OTTROtter Tail Corp Dec 18, 9:16 AM ET

Otter Tail Appoints Chris Clark and Steve Rasche to Board; Steve Fritze to Retire

Neutral leadership Written later 5.027.01

Otter Tail Corporation appointed Christopher B. Clark and Steve P. Rasche to its Board of Directors, effective January 1, 2026. Director Steve Fritze will retire at the 2026 Annual Meeting of Shareholders, having reached the company's director retirement age. The filing describes board changes only and contains no financial results or guidance.

  • Christopher B. Clark, retired 2023 as President of Xcel Energy's Northern States Power Company, joins the Audit and Corporate Governance committees.
  • Steve P. Rasche, retired 2025 as CFO of Spire Inc., joins the Audit and Compensation and Human Capital Management committees.
  • Steve L. Fritze, a director since 2013, will retire at the April 2026 Annual Meeting of Shareholders.
  • Each new director receives an $80,000 annual retainer, $10,500 per committee, and restricted stock grants of about $130,000 annually plus about $32,500 for the partial year.
Read the filing on SEC.gov ↗
LKQLKQ CORP Dec 18, 9:01 AM ET

LKQ extends revolving credit maturity to December 17, 2030 in amended credit agreement

Neutral financing Written later 1.012.038.01

LKQ amended its credit agreement on December 17, 2025, extending the revolving credit maturity date to December 17, 2030. It also extended the maturity of its CAD term loan to March 17, 2029, while the term loan under the main credit agreement remains due January 5, 2027. The filing describes the changes as administrative and does not state any new borrowing amount or change in pricing.

  • Revolving Credit Maturity Date extended to December 17, 2030 under Amendment No. 5
  • CAD Note Maturity Date extended to March 17, 2029 under CAD Note Amendment No. 4
  • Term Loan Maturity Date unchanged at January 5, 2027
  • Earlier amendments dated November 26, 2025 were filed as exhibits, covering a change to the definition of "UK Joint Venture"
Read the filing on SEC.gov ↗
CTASCINTAS CORP Dec 18, 8:31 AM ET

Cintas raises fiscal 2026 guidance after 9.3% second-quarter revenue growth

Positive earnings Written later 2.02

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
Read the filing on SEC.gov ↗
AVTRAvantor, Inc. Dec 18, 8:17 AM ET

Avantor Appoints Simon Dingemans, Former GSK CFO, to Board Effective January 2, 2026

Neutral leadership Written later 5.027.01

Avantor's Board elected Simon Dingemans as a director effective January 2, 2026, filling the seat left by Jonathan Peacock's resignation effective December 31, 2025. The filing describes Dingemans's prior roles at The Carlyle Group, GSK and Goldman Sachs and sets his standard non-employee director pay, so shareholders gain a new board member but no change in financial results or operations is reported.

  • Simon Dingemans elected director by the Board on December 17, 2025, effective January 2, 2026, with term ending at the 2026 Annual Meeting
  • Filled vacancy created by Jonathan Peacock's resignation from the Board, effective December 31, 2025
  • Annual cash retainer of $95,000 plus restricted stock units with a grant date fair value of $210,000, vesting May 6, 2026
  • Previously served as CFO of GSK plc from 2011 to 2019; the Board determined he meets NYSE independence standards
Read the filing on SEC.gov ↗
CXMSprinklr, Inc. Dec 18, 8:11 AM ET

Sprinklr names Michele Meyers Chief Accounting Officer, effective January 5, 2026

Neutral leadership Written later 5.027.01

Sprinklr's Board appointed Michele Meyers as Chief Accounting Officer and principal accounting officer, effective January 5, 2026, and the company announced the appointment in a December 18, 2025 press release. CFO Anthony Coletta remains the principal financial officer. The filing sets out her pay package, including a $380,000 base salary and a $2,000,000 restricted stock unit award, which matters to shareholders as a change in the leader of the company's accounting function.

  • Board appointed Meyers on December 12, 2025; her start date is January 5, 2026.
  • Initial base salary of $380,000, target bonus of 40% of base salary, and one-time $220,000 signing bonus.
  • RSU award with $2,000,000 aggregate grant date fair value; first vesting on March 15, 2027, with the remainder vesting in installments through March 15 of later years.
  • Meyers has been Vice President, Accounting and Chief Accounting Officer at Coursera since March 2022 and will remain there through January 2, 2026.
Read the filing on SEC.gov ↗
MMSMAXIMUS, INC. Dec 18, 7:26 AM ET

Maximus CLO John Martinez to resign effective February 15, 2026

Neutral leadership Written later 5.02

Maximus disclosed that Chief Legal Officer and Corporate Secretary John T. Martinez intends to resign effective February 15, 2026, to pursue a new opportunity. The company says the departure is not due to any disagreement on its operations, policies, or practices, and it has started searching for a replacement.

  • Notice of resignation received December 15, 2025
  • Effective date of resignation: February 15, 2026
  • Martinez will remain in his current role until departure
  • Company has initiated a search for a replacement
Read the filing on SEC.gov ↗
DRIDARDEN RESTAURANTS INC Dec 18, 7:07 AM ET

Darden Restaurants Q2 Sales Rise 7.3% to $3.1 Billion; Adjusted EPS $2.08

Positive earnings Written later 2.02

Darden reported fiscal 2026 second-quarter sales up 7.3% to $3.1 billion, with same-restaurant sales up 4.3%, and adjusted diluted EPS from continuing operations of $2.08, up 2.5%. The company also updated its full fiscal 2026 outlook, now calling for adjusted diluted EPS of $10.50 to $10.70, and declared a $1.50 quarterly dividend.

  • Q2 sales rose 7.3% to $3.1 billion; reported diluted EPS from continuing operations was $2.03, versus $1.82 a year earlier
  • Fiscal 2026 adjusted diluted EPS from continuing operations outlook is $10.50 to $10.70, including about $0.20 from the 53rd week
  • Quarterly dividend of $1.50 per share declared, payable February 2, 2026, to holders of record on January 9, 2026
  • Company repurchased $222 million of common stock in the quarter; $643 million remains under the $1 billion authorization
Read the filing on SEC.gov ↗
KMXCARMAX INC Dec 18, 6:59 AM ET

CarMax Q3 EPS falls to $0.43 from $0.81; interim CEO named after leadership change

Negative earnings Written later 2.02

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.
Read the filing on SEC.gov ↗
FDSFACTSET RESEARCH SYSTEMS INC Dec 18, 6:57 AM ET

FactSet Q1 revenue rises 6.9% to $607.6 million; buyback authorization raised to $1 billion

Positive earnings Written later 2.02

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.
Read the filing on SEC.gov ↗
MPCMarathon Petroleum Corp Dec 18, 6:50 AM ET

Marathon Petroleum names Maria Khoury CFO effective January 19, 2026

Neutral leadership Written later 5.028.01

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
Read the filing on SEC.gov ↗
ACNAccenture plc Dec 18, 6:42 AM ET

Accenture Q1 revenue up 6% to $18.7 billion; GAAP EPS falls 1% to $3.54

Mixed earnings Written later 2.02

Accenture reported first-quarter fiscal 2026 revenue of $18.7 billion, up 6% in U.S. dollars and 5% in local currency, at the top of its guided range. GAAP diluted EPS fell 1% to $3.54 after $308 million in business optimization costs, while adjusted EPS rose 10% to $3.94; the company lowered its GAAP EPS and GAAP operating margin outlook for fiscal 2026 but kept its adjusted outlook.

  • Revenue of $18.74 billion, up 6% in U.S. dollars and 5% in local currency; new bookings of $20.94 billion, up 12%
  • GAAP operating margin of 15.3%, down from 16.7%; adjusted operating margin of 17.0%
  • Fiscal 2026 GAAP diluted EPS outlook now $13.12 to $13.50, down from $13.19 to $13.57; adjusted EPS outlook of $13.52 to $13.90 unchanged
  • Quarterly dividend of $1.63 per share declared for January 13, 2026 record date, a 10% increase
Read the filing on SEC.gov ↗
PFGCPerformance Food Group Co Dec 18, 6:01 AM ET

Performance Food Group CEO George Holm to retire; Scott McPherson named CEO Jan. 1, 2026

Neutral leadership Written later 5.027.01

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
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.