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).
On December 24, 2025, Dentsply Sirona obtained lender consent and signed amendments to its JPMorgan-agented revolving credit facility and three note purchase agreements. The changes replace the prior leverage covenants with new Total Leverage and Senior Leverage Ratio limits, cap efficiency-initiative EBITDA addbacks at $75 million through December 31, 2026, and add a new covenant restricting Restricted Payments, subject to exceptions.
Amendments dated December 24, 2025 cover the revolving credit facility with JPMorgan Chase Bank, N.A. as administrative agent and three note purchase agreements.
Total Leverage Ratio cap is 4.25 to 1.00 for quarters ending December 31, 2025 through June 30, 2026, stepping down to 3.50 to 1.00 from September 30, 2027.
Senior Leverage Ratio cap is 3.25 to 1.00 through June 30, 2026, stepping down to 2.50 to 1.00 from September 30, 2027.
EBITDA addbacks for efficiency initiatives are capped at $75 million in the aggregate for quarters ending December 31, 2025 through December 31, 2026.
Matthews International completed the sale of its Warehouse Automation business, Matthews Automation Solutions, LLC, and certain related assets to Duravant LLC on December 31, 2025. Total consideration was $232.1 million, including $225.4 million in cash and the assumption of certain liabilities, and the company plans to use the net proceeds to significantly reduce debt. The company said its strategic alternatives review remains ongoing.
Sale closed December 31, 2025, under an Equity Purchase Agreement dated November 12, 2025
Total consideration of $232.1 million: $225.4 million cash plus assumed liabilities
The business generated $72 million in sales in fiscal 2025
Net proceeds, after taxes and transaction costs, will be used to significantly reduce outstanding debt
Viper Energy disclosed an Omnibus Transaction Agreement dated December 23, 2025, under which Sitio-named entities and other listed entities merged into Viper's Old OpCo, which then merged into a subsidiary of VNOM Sub, Inc. alongside the issuance of New OpCo limited liability company interests. The filing also reports an amended New OpCo LLC Agreement that lets members require Viper to redeem Class B shares for Class A shares, or lets Viper elect a cash payment based on a 20-day average closing price, which shapes how the reorganized ownership can be exchanged.
Omnibus Transaction Agreement dated December 23, 2025 among Viper, Sitio Permian, LP, Sitio Appalachia, LP, Sitio Nuevo, LP, Sitio Anadarko, LP, and other listed entities
New OpCo LLC Agreement adopted by VNOM Sub, Inc. with affiliates of Diamondback Energy, Tumbleweed Royalty IV, NGU Management and EnCap Energy Capital Fund X
Members may require redemption of Paired Units for Class A common stock; Viper may elect cash settlement based on the average of the 20 trading days' closing prices before determination
Filing is dated December 30, 2025 and lists the agreements as Exhibits 2.1 and 10.1; certain schedules were omitted
Hyatt completed the sale of its Playa real estate portfolio to Tortuga Resorts on December 30, 2025, for a total of $2.0 billion, with up to $143 million more possible through an earnout. Hyatt also cut its 2025 Adjusted EBITDA outlook for Playa by $10 million at the midpoint because of damage from Hurricane Melissa, and said its non-Playa Adjusted EBITDA will land at the low end of its $1,090 million to $1,110 million range.
Sale to Tortuga closed December 30, 2025; Hyatt retained $200 million of preferred equity in the buyer.
Hyatt will sign 50-year management agreements for 13 of the 14 remaining properties; proceeds will repay a delayed draw term loan used to fund the Playa acquisition.
Playa 2025 Adjusted EBITDA outlook decreased by $10 million at the midpoint; Hyatt ex-Playa expected at the low end of $1,090 million to $1,110 million, mainly due to weaker Distribution segment results from Jamaica cancellations.
Seven Hyatt properties in Jamaica are expected to remain closed until the fourth quarter of 2026.
On December 22, 2025, CrowdStrike's independent directors approved a performance-based equity award for President and CEO George Kurtz, with a target of 300,000 performance stock units (PSUs). The payout depends on relative total stockholder return against S&P 500 companies over December 22, 2025 to December 22, 2028, and can range from zero to up to 600,000 shares. For shareholders, the award ties Kurtz's pay to stock performance relative to the index, while the company says it is intended to retain him.
Target award of 300,000 PSUs; no shares are earned if relative TSR falls below the 25th percentile of S&P 500 companies, and up to 600,000 shares are possible at or above the 90th percentile.
Three-year performance period runs from December 22, 2025 to December 22, 2028.
The filing cites a share price of $483.14 and market capitalization of $121.3 billion as of December 22, 2025.
The award is tied to a change-in-control provision and to Kurtz's continued service; the full terms are in Exhibit 10.1.
EchoStar entered a new letter agreement with Hamid Akhavan, tied to his appointment as Chief Executive Officer, effective December 26, 2025. The agreement replaces his October 2, 2023 letter agreement and keeps his base salary and bonus opportunity unchanged. For shareholders, the filing details compensation terms for the new CEO but reports no financial results.
Hamid Akhavan was appointed Chief Executive Officer; the Letter Agreement is effective December 26, 2025.
Base salary and bonus opportunity continue unchanged under the new agreement.
Final tranche of his December 31, 2023 option award would accelerate vesting upon a Qualifying Termination.
The Letter Agreement expires December 31, 2026; future equity awards are at the discretion of the Chairman and Executive Compensation Committee.
CVR Energy's board appointed Mark A. Pytosh as President and Chief Executive Officer effective January 1, 2026, succeeding David L. Lamp, who leaves the role effective December 31, 2025. The board also added Pytosh to its board of directors, expanding it from nine to ten seats, and he will receive no director pay while employed by the company.
Mark A. Pytosh, age 60, appointed President and CEO effective January 1, 2026, replacing David L. Lamp, who ceases as CEO effective December 31, 2025.
Pytosh has been Executive Vice President – Corporate Services since January 2018 and will keep his roles as director and CEO of the general partner of CVR Partners, LP (NYSE: UAN).
Board size increased from nine to ten; Pytosh fills the new seat effective January 1, 2026, without board compensation while employed by the company.
His CEO compensation follows his Employment Agreement dated July 28, 2025, previously disclosed in a July 31, 2025 10-Q filing.
Citigroup's board approved on December 29, 2025 a plan to sell AO Citibank, which holds the bank's remaining Russian operations, and will report that business as held for sale from the fourth quarter of 2025. The sale is expected to sign and close in the first half of 2026, and Citi expects a pre-tax loss on sale of approximately $1.2 billion ($1.1 billion after-tax) in the fourth quarter, mostly from currency translation losses. Citi says the cumulative translation impact would be capital neutral to its Common Equity Tier 1 Capital, but the loss remains subject to change, including from foreign exchange movements.
Board approved the plan on December 29, 2025 to sell AO Citibank, which conducts Citi's remaining operations in Russia.
Expected pre-tax loss on sale of approximately $1.2 billion ($1.1 billion after-tax) in Q4 2025, recorded as a reduction of Other Revenue.
The loss includes approximately $1.6 billion of currency translation adjustment losses, partly offset by about $0.2 billion from derecognition of a fully reserved investment and about $0.2 billion of expected sale proceeds.
Sale expected to sign and close in the first half of 2026; amounts are as of September 30, 2025.
PTC Therapeutics sold its retained interest in its Evrysdi royalty stream to Royalty Pharma Investments 2019 ICAV on December 29, 2025, for $240.0 million in upfront cash. The company also may receive three additional $20.0 million payments, each tied to royalty payments exceeding set thresholds in 2027, 2028 and 2029, and it no longer owns any part of the royalty.
Upfront cash consideration of $240.0 million paid to PTC Therapeutics on December 29, 2025
Three potential $20.0 million payments, conditioned on Assigned Royalty Payments above $347.0 million (2027), $363.0 million (2028) and $379.0 million (2029)
Retained interest sold was 9.5111% of the Royalty before the 2020 Assigned Royalty Cap is met and 16.6666% after; PTC now owns 0% of the Royalty
Autoliv and Chief Financial Officer Fredrik Westin agreed on December 29, 2025, to delay his resignation from January 1, 2026 to March 31, 2026. He stays in the role through that date while the company continues recruiting a successor, and the filing says he will receive his normal compensation through the duration of his employment.
Westin's resignation as CFO and EVP, Finance moves from January 1, 2026 to March 31, 2026.
The change was agreed between Westin and the company on December 29, 2025.
The company says the recruitment of a successor as CFO and EVP, Finance continues.
Under his employment agreement, Westin is entitled to his normal compensation through the duration of his employment.
Comcast entered into a new employment agreement with Michael J. Cavanagh ahead of his appointment as Co-Chief Executive Officer on January 2, 2026, securing his employment through January 1, 2029. The filing also discloses a performance-based restricted stock unit award valued at approximately $35 million, which ties the award's share count to the stock price around the planned Versant spin-off.
Cavanagh's annual base salary is $2,750,000, with a performance-based cash bonus target of 300% of base salary.
Performance-based RSU award valued at approximately $35 million cliff vests after three years.
Award vests for an additional 24 months if Cavanagh resigns for Good Reason or is terminated without Cause.
On December 18, 2025, the sponsor Osprey Funds, LLC and trustee CSC Delaware Trust Company signed a Third Amended and Restated Declaration of Trust to convert Osprey Bitcoin Trust into an exchange-traded product and list its Shares on Nasdaq. Under the revised terms, the trust pays a management fee of 0.49% annualized on net asset value, while the sponsor bears most of the trust's ordinary operating expenses.
Agreement dated December 18, 2025 converts the trust into an exchange-traded product with Shares to be listed on Nasdaq Stock Market LLC.
Management fee of 0.49% annualized on net asset value, accrued daily and paid monthly in arrears to the Sponsor.
Sponsor bears routine operational, administrative and ordinary expenses, including trustee, custodian, audit and listing fees.
Shares can be issued and redeemed only in blocks of 10,000 or integral multiples, in exchange for Bitcoin or cash.
ServiceNow amended the employment agreement of CEO William R. McDermott and its Executive Severance Policy, both effective January 1, 2026. The amendment says he will remain with the company through at least December 31, 2030, in a CEO, co-CEO, or chairman role, and updates the severance terms he could receive on a qualifying termination. The filing describes these as contract changes and gives no financial results, so shareholders get clearer succession terms and severance terms but no new earnings or guidance.
Amendment dated December 23, 2025 keeps Mr. McDermott in service through at least December 31, 2030.
Upon a qualifying termination within three months before or 12 months after a change in control, the CEO may receive a lump sum of 2 times base salary plus target bonus, 24 months of COBRA benefits, and full vesting of unvested RSUs and PRS
Without a change in control, the CEO may receive one year of base salary in a lump sum, the actual bonus, and 12 months of COBRA benefits.
CVB Financial Corp. signed an agreement on December 17, 2025 to merge with Heritage Commerce Corp, with CVB as the surviving company. Heritage shareholders would receive 0.65 CVB shares for each Heritage share, an implied value of about $811 million, or about $13.00 per Heritage share, based on CVB's December 16, 2025 closing price. The deal requires regulatory and shareholder approvals and has an outside date of January 15, 2027.
Exchange ratio: 0.65 CVBF common share for each Heritage common share; implied value about $811 million, or about $13.00 per Heritage share
Heritage Chief Executive Robertson "Clay" Jones to become President of CVB and Citizens Business Bank; David A. Brager remains Chief Executive Officer
Termination fee of $32,450,000 payable by either party in certain circumstances; outside date January 15, 2027
Closing requires regulatory approvals, shareholder approvals from both companies, and Nasdaq listing approval for the new shares
Dycom Industries closed its acquisition of Power Solutions, an electrical contractor serving data centers, on December 23, 2025, paying about $1.6 billion in cash and issuing 1,011,069 shares. The company also amended its credit agreement, raising its term loan and revolver commitments and adding a $600.0 million bridge facility, which increases its debt load. The company says the deal is expected to be accretive to Adjusted EBITDA margin and Adjusted Diluted EPS.
Cash paid at closing of about $1.6 billion, plus 1,011,069 shares issued to the seller
Term Loan A increased to $1,540 million from $440 million; Revolving Credit Facility increased to $800.0 million from $650.0 million
New $600.0 million 364-day senior secured bridge loan facility; maturities extended to December 23, 2030
Cash consideration remains subject to post-closing adjustments; financial statements and pro forma information to be filed by amendment
Henry Schein said its Board expects to name a successor CEO by mid-January 2026, and Stanley M. Bergman will remain CEO and Chairman until then. The company and Mr. Bergman also signed a letter agreement extending his employment agreement until a new CEO starts or 30 days after he gives written notice that he is ending his employment. For shareholders, the filing signals a leadership transition is near but not yet complete, with no financial results reported.
Board expects to name next CEO by mid-January 2026; search will not be finalized before year-end 2025
Stanley M. Bergman continues as CEO and Chairman until a successor assumes the role
Letter agreement extends Bergman's employment agreement dated November 28, 2022, through the earlier of a new CEO's start date or 30 days after his written notice of departure
Permian Resources Corporation agreed on December 22, 2025 to reorganize under a new Delaware holding company, PRC NewCo Inc, which will replace the current company as the NYSE-listed public parent and keep the ticker PR. Class A shares convert one-for-one, and certain Class C holders, including Co-CEOs James Walter and Will Hickey, will exchange their OpCo units for new Class A shares, with the company stating that its ticker, trading and total share count will remain the same.
The company expects to complete the reorganization in the first quarter of 2026, under Section 251(g) of Delaware law, which does not require a shareholder vote.
New PR is expected to issue 48,916,754 Class A shares to Contributing Members immediately after the effective time, in a private placement exempt from Securities Act registration.
OpCo entered into an Eleventh Amendment to its credit agreement with JPMorgan Chase Bank, N.A. as administrative agent, which the company says makes technical changes to permit the reorganization.
The company said its Board and Audit Committee unanimously approved the reorganization, and that it anticipates eliminating its Up-C structure by year-end 2027.
DexCom's board appointed Jacob S. Leach, its President and Chief Operating Officer, as President and Chief Executive Officer and a director, effective January 1, 2026, when Kevin R. Sayer resigns. Leach has been interim principal executive officer since Sayer's medical leave, and the board expects Sayer to return around March 2026, with Mark Foletta remaining interim Chairman until then.
Leach's offer letter sets an annual base salary of $1,150,000 and a target bonus of 150% of base salary.
Leach is to receive restricted stock units with a fair value of $7,500,000, vesting annually over three years, plus performance stock units with a target fair value of $7,500,000.
The board expects Kevin Sayer to return on or about March 2026; Mark Foletta will serve as interim Chairman until then.
Rexford Industrial's Compensation Committee approved the 2026 executive pay program, which reflects the planned appointment of Chief Operating Officer Laura Clark as chief executive effective April 1, 2026. The filing also states that co-CEOs Michael Frankel and Howard Schwimmer are departing, with separation dated March 31, 2026, and that Clark's equity awards and incentive targets are set higher than those of the other named executives.
Laura Clark becomes CEO effective April 1, 2026, with a 2026 base salary of $850,000 and a cash incentive target of 175% of salary
Michael Frankel and Howard Schwimmer each receive a 2026 base salary of $250,000, a pro rata portion of $1,000,000, paid through March 31, 2026
Clark received time-vesting LTIP units valued at $2,465,000 and performance-vesting LTIP units with a target value of $3,697,500, granted December 19, 2025
2026 cash incentive is weighted 40% Core FFO per diluted share, 30% Same Property Portfolio NOI and 30% qualitative measures
Oceaneering's board appointed Michael W. Sumruld as Senior Vice President and Chief Financial Officer, effective January 1, 2026, succeeding Alan R. Curtis, who is retiring. The board also elected Roger Jenkins, former CEO of Murphy Oil Corporation, as an independent, non-executive director, effective the same day. The filing discloses Sumruld's compensation package and that Curtis will remain in a supporting role during a transition period.
Michael W. Sumruld becomes Senior Vice President and CFO on January 1, 2026, replacing Alan R. Curtis, who retires at the end of 2025.
Sumruld's 2026 annual base salary is $505,000, with a long-term incentive award of $1,515,000 and a 2026 annual bonus target of 90% of base salary.
Roger Jenkins is elected as an independent, non-executive Class III director effective January 1, 2026, with a term extending to the 2028 Annual Meeting of Shareholders.
Sumruld joined Oceaneering in September 2025 as Senior Vice President, Finance, after serving as CFO of Parker Drilling Company.
Fastenal said CEO Daniel Florness will step out of the role on July 16, 2026, and resign from the Board on the same date, with no disagreement with the company or Board cited. The Board appointed President and Chief Sales Officer Jeffery M. Watts as his successor, and Florness will serve as a Strategic Advisor until early 2028 to support the transition.
Florness will step out as CEO and leave the Board effective July 16, 2026, and told the Board of the decision on December 19, 2025.
Watts, currently President and Chief Sales Officer, was appointed CEO on December 19, 2025, effective July 16, 2026.
Florness is expected to serve as a Strategic Advisor to the new CEO until early 2028, with compensation to be set by the Compensation Committee in 2026.
Florness will keep his current CEO pay through 2026; Watts is expected to join the Board after shareholders re-elect Florness at the next annual meeting.
CACI, through its subsidiary CACI, Inc.-Federal, agreed on December 19, 2025 to acquire ARKA Group, L.P. from funds managed by Blackstone for $2.6 billion in cash, subject to a post-closing working capital adjustment. CACI plans to fund the deal with cash on hand, revolver borrowings and debt financing, and Wells Fargo has committed a bridge loan of up to $1.3 billion. The deal is expected to close in the third quarter of fiscal 2026, subject to regulatory approvals, and CACI expects a tax benefit with a present value of $225 million.
Purchase price is $2.6 billion in cash, subject to a customary post-closing adjustment for net working capital and other items
Wells Fargo committed a senior secured bridge loan of up to $1.3 billion, reduced by any gross proceeds CACI raises in financing before closing
Expected closing is the third quarter of fiscal 2026; either party may terminate if closing has not occurred by June 19, 2026, subject to extension in certain cases
CACI expects a tax benefit with a present value of $225 million from the transaction
Coty's board appointed Markus Strobel, a former Procter & Gamble executive, as Executive Chairman and Interim CEO effective January 1, 2026. Sue Nabi will leave the CEO role on December 31, 2025, and Peter Harf resigns as chairman on the same date, so the leadership transition affects shareholders directly.
Markus Strobel becomes Executive Chairman and Interim CEO effective January 1, 2026, with a base salary of $1,250,000 that drops to $1,000,000 once he is no longer interim CEO.
Sue Nabi ceases to be CEO effective December 31, 2025, and receives a lump sum of approximately $1,741,575 in lieu of notice, with about 2,083,333 restricted stock units vesting on January 2, 2026.
Peter Harf resigns as Chairman and director effective December 31, 2025, after serving as chairman since 2020.
Patricia Capel joins the board effective January 1, 2026, and the Remuneration and Nomination Committee on the same date.
WillScot's board approved a four-year Network Optimization Plan on December 18, 2025, to exit about 115 branch and drop lot locations and abandon rental fleet units with a $311 million net book value. The company expects a non-cash charge of approximately $303 million in the fourth quarter of 2025, with net cash costs of about $20 million in 2026, and says the plan should be accretive to profitability in 2027 and beyond.
Approximately $303 million of non-cash accelerated depreciation is expected in the fourth quarter of 2025, after about $8 million of scrap proceeds.
Management expects to reduce annual real estate cost increases by $25 million to $30 million over the next four years.
Future unit disposal costs are estimated at $40 million to $50 million, recorded through 2029, with net cash costs of about $20 million expected in 2026.
The plan covers exiting about 725 acres of leased real estate, or roughly 25% of leased acreage, and abandoning about 51,000 rental units.
Honeywell said it expects a one-time charge of about $370 million to operating income and about $310 million to GAAP sales in the fourth quarter of 2025 tied to Flexjet litigation, with settlement talks ongoing. The company also said any comprehensive settlements could involve cash payments of about $470 million in total, and that the figures may change. Shareholders face a sizable near-term hit, and the filing also details a segment realignment effective the first quarter of 2026 and the October 30, 2025 spin-off of Advanced Materials.
Expected one-time charge in Aerospace Technologies: about $370 million to operating income and about $310 million to GAAP sales, fourth quarter 2025
Possible one-time cash payments to Flexjet and other parties totaling about $470 million in aggregate, subject to final settlement terms
Advanced Materials spun off October 30, 2025 as Solstice Advanced Materials (NASDAQ: SOLS); 2024 discontinued operations sales were about $3.8 billion
Four reportable segments from the first quarter of 2026: Aerospace Technologies, Building Automation, Process Automation and Technology, and Industrial Automation
On December 19, 2025, Netflix signed a $5 billion unsecured revolving credit agreement and a $20 billion unsecured delayed draw term loan agreement, both with Wells Fargo as administrative agent. The facilities replace part of the bridge commitment letter dated December 4, 2025, and are intended to pay the cash portion of the purchase price under the proposed merger with Warner Bros. Discovery, along with related fees and refinancing, which means Netflix will take on substantial new borrowing if the merger proceeds.
Revolving credit facility of $5 billion, with loans priced at Term SOFR plus 0.60% to 1.10% based on credit ratings
Two delayed draw term loans: $10 billion maturing in two years and $10 billion maturing in three years
Both agreements require a minimum EBITDA to interest expense ratio of 3.0 to 1.0 at each fiscal quarter end
Commitments reduce the December 4, 2025 bridge commitment letter dollar for dollar
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.
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.
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