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).
SM Energy disclosed that the FTC granted early termination of the HSR Act waiting period, effective December 18, 2025, for its proposed mergers with Civitas Resources. The companies expect the deals to close in the first quarter of 2026, subject to customary closing conditions. Senior Vice President Kenneth J. Knott will leave his current role at closing but stay on as an advisor.
FTC granted early termination of the 30-day HSR Act waiting period, effective December 18, 2025.
Closing of the Mergers is expected in the first quarter of 2026, subject to customary closing conditions.
Kenneth J. Knott, Senior Vice President – Business Development and Land, will conclude his current role upon closing and continue as an advisor.
The merger agreement with Civitas Resources was entered into on November 2, 2025.
On December 18, 2025, Keurig Dr Pepper entered into a 364-day term loan facility of up to €10.35 billion, with Morgan Stanley Senior Funding as administrative agent, and amended its bridge credit agreement to reduce that bridge facility by the same €10.35 billion, to €5.85 billion. The term loan may be used to fund the contemplated acquisition of JDE Peet's, which is a large new borrowing commitment that shareholders should weigh against the deal's terms.
Term loan facility: up to €10.35 billion, 364-day term, interest at EURIBOR plus 0.750% to 1.750% based on index debt ratings.
Bridge loan commitment cut by €10.35 billion, from €16.2 billion to €5.85 billion, under Amendment No. 1 dated December 18, 2025.
Financial covenants include a minimum interest coverage ratio of 3.25 to 1.00 and a maximum total net leverage ratio of 6.25 to 1.00, the latter applying only upon a ratings downgrade.
Commitment fee on undrawn amounts begins December 23, 2025, at 0.060% to 0.200% per annum.
On December 19, 2025, Rithm Capital completed its merger with Paramount Group, Inc. under an agreement dated September 17, 2025, and Paramount's separate corporate existence ended. Paramount common stock and operating partnership units were converted into the right to receive $6.60 in cash each, without interest, so former Paramount shareholders are paid in cash and no longer hold shares.
Paramount common stock converted into the right to receive $6.60 per share in cash, without interest.
Rithm funded the consideration with cash on hand and a $50 million equity investment from Rithm Property Trust Inc., an externally managed affiliate of Rithm.
Paramount owns 13 office assets and manages 4 more, totaling more than 13.1 million square feet in New York City and San Francisco.
Albert Behler, Chairman, Chief Executive Officer and President of Paramount, is departing the company at closing; Paramount will be rebranded.
Worthington Enterprises reported unaudited second-quarter fiscal 2026 results for the quarter ended November 30, 2025, with net sales up 19.5% to $327 million and adjusted earnings per share up to $0.65 from $0.60. GAAP earnings per share were $0.55 versus $0.56 a year earlier, and gross margin fell to 25.8% from 27.0%. The company also said it plans to acquire LSI for about $205 million, with closing expected in January 2026.
Net sales were $327 million, up from $274 million; the Elgen acquisition contributed $25 million.
GAAP EPS was $0.55 versus $0.56 a year earlier; adjusted EPS was $0.65 versus $0.60.
Adjusted EBITDA was $60 million versus $56 million; gross margin was 25.8% versus 27.0%.
The planned LSI acquisition has a purchase price of about $205 million and is expected to close in January 2026.
The Georgia Public Service Commission voted on December 19, 2025 to approve a settlement that certifies all 9,885 megawatts of requested resources in Georgia Power's 2029-2031 capacity proceeding. Company-owned projects total about $16.3 billion of projected capital investment, with about $14 billion expected to be incurred from 2026 through 2029, which is significant for the utility's future spending and rate base.
Georgia PSC approved the settlement with Public Interest Advocacy Staff on December 19, 2025; it was filed December 9, 2025
All 9,885 megawatts of requested resources approved at their respective individual project cost
Company-owned projects total about $16.3 billion in projected capital investment, about $14 billion expected in 2026 through 2029
Company agreed to file its next base rate case to ensure large load customers provide at least $556 million per year in customer benefits for 2029-2031
Carnival reported record full-year 2025 revenue of $26.6 billion and adjusted net income of $3.1 billion, up over 60 percent, with fourth-quarter revenue of $6.3 billion and net income of $422 million. The board reinstated a quarterly dividend of $0.15 per share and guided to full-year 2026 adjusted net income of $3.5 billion. The company also proposed unifying its dual-listed structure into a single Carnival Corporation listing on the New York Stock Exchange, subject to shareholder and court approvals.
Full-year 2025 net income was $2.8 billion and adjusted net income was $3.1 billion, up over 60 percent.
Fourth-quarter 2025 revenue was $6.3 billion, up nearly $400 million, and diluted EPS was $0.31 on net income of $422 million.
Initial dividend of $0.15 per share has a record date of February 13, 2026 and a payment date of February 27, 2026.
2026 outlook calls for adjusted net income up approximately 12 percent, or $3.5 billion, with shareholder meetings planned for April 2026.
BioMarin agreed to acquire Amicus Therapeutics for $14.50 per share in cash, a total equity value of approximately $4.8 billion, through a merger in which Amicus becomes a wholly owned subsidiary. The deal requires approval by Amicus stockholders and antitrust clearances, and is expected to close in the second quarter of 2026. BioMarin plans to fund it with cash on hand and approximately $3.7 billion of non-convertible debt, and the companies say it is expected to be accretive to non-GAAP diluted EPS in the first 12 months after close.
Price of $14.50 per Amicus share in cash, a 33% premium to Amicus' last close
Total equity value of approximately $4.8 billion; financing includes approximately $3.7 billion of non-convertible debt
Amicus pays BioMarin a $175 million termination fee in specified circumstances
Expected close in the second quarter of 2026; End Date of June 19, 2026, subject to automatic extensions
Paychex reported fiscal second-quarter results for the three months ended November 30, 2025, with total revenue up 18% to $1.6 billion, and acquired Paycor contributing approximately 17% to Management Solutions revenue growth. GAAP diluted earnings per share fell 4% to $1.10 after $77.0 million of Paycor acquisition-related costs, while adjusted diluted EPS rose 11% to $1.26. The company updated its fiscal 2026 outlook so that adjusted diluted EPS is now expected to grow 10% to 11%, but the GAAP earnings decline and higher acquisition costs are the main offsets for shareholders.
Total revenue was $1.6 billion ($1,557.6 million) for the quarter, up 18% from $1,316.9 million a year earlier.
Diluted EPS was $1.10, down 4%; adjusted diluted EPS was $1.26, up 11%, excluding $77.0 million of acquisition-related costs.
Operating margin was 36.7% versus 40.9% a year earlier; adjusted operating margin was 41.7%.
Fiscal 2026 adjusted diluted EPS growth is now anticipated at 10% to 11%; other guidance is unchanged.
Peabody Energy's board has started an active search for a successor to CEO James Grech, who is approaching retirement eligibility. Under a Transition and Consulting Agreement effective December 17, 2025, Grech stays as CEO until May 15, 2028, then serves in an advisory role until May 15, 2030, which gives shareholders a defined leadership handover timeline.
Grech remains CEO until the Transition Date of May 15, 2028, and is expected to stay on the board until then.
After the transition, Grech will serve in an advisory capacity until May 15, 2030, at a consulting fee of $1,500,000 per year.
The company says the agreement is part of succession planning and not the result of any disagreement over operations, policies or practices.
Winnebago Industries reported first quarter fiscal 2026 net revenues of $702.7 million, up 12.3% from $625.6 million a year earlier, and net income of $5.5 million, or $0.19 per diluted share, compared with a net loss of $5.2 million a year earlier. The company raised its fiscal 2026 consolidated net revenue range and its reported and adjusted earnings per share guidance ranges, which sets a higher outlook for shareholders for the year.
Net revenues rose 12.3% to $702.7 million; gross profit margin was 12.7% versus 12.3% a year earlier.
Adjusted EBITDA was $30.2 million, up 109.7% from $14.4 million.
Fiscal 2026 reported EPS guidance is now $1.40 to $2.10, up from $1.25 to $1.95; adjusted EPS guidance is $2.10 to $2.80, up from $2.00 to $2.70.
Management expects second quarter fiscal 2026 results to be stronger than a year earlier but seasonally lower than the first quarter; quarterly dividend of $0.35 per share is payable January 28, 2026.
Conagra reported second quarter fiscal 2026 net sales down 6.8% to $3.0 billion and a GAAP diluted loss of $1.39 per share, driven by $968 million in non-cash goodwill and brand impairment charges. Adjusted EPS was $0.45, and the company reaffirmed its fiscal 2026 adjusted EPS guidance of $1.70 to $1.85, but lowered its adjusted equity earnings outlook to about $170 million from about $200 million.
Net sales were $3.0 billion, down 6.8%; organic net sales fell 3.0%
GAAP net loss attributable to Conagra was $664 million; goodwill impairment charges were $771.3 million and other intangible impairment charges were $197.0 million
Adjusted EPS was $0.45; prior-year second quarter GAAP diluted EPS was $0.59
Fiscal 2026 adjusted EPS guidance of $1.70 to $1.85 was reaffirmed; adjusted equity earnings expectation was cut to about $170 million from about $200 million
On December 18, 2025, a Coty subsidiary agreed to sell its remaining 25.8% stake in Wella to KKR-affiliated buyers for $750 million in cash plus a consideration loan note, and the right to 45% of proceeds from any further sale or IPO after KKR's preferred return. Coty expects a preliminary non-cash impairment charge of approximately $200 million in the quarter ending December 31, 2025, and says it plans to use most of the upfront cash to pay down debt.
Buyer is Tides Holdco Limited, with KKR-affiliated entities; upfront consideration is $750 million in cash plus a consideration loan note.
Coty will hold 45% of the ordinary shares of the buyer and has consent rights and a non-voting board observer seat.
Coty expects a material non-cash impairment charge of approximately $200 million in the quarter ended December 31, 2025; the amount is preliminary.
Coty says the Wella proceeds and free cash flow are expected to reduce financial net leverage to about 3x by the end of calendar 2025.
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.