Welcome to our dedicated page for Bausch Health Companies SEC filings (Ticker: BHC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Bausch Health (BHC) will acquire DURECT Corp. (DRRX). Its subsidiary will tender for all shares at $1.75 cash plus one CVR per share. The CVR provides up to $350 M in milestone payments. Up-front cash of about $63 M equals a 191 % premium to 30-day VWAP and 217 % to last close.
The deal adds larsucosterol, an epigenetic modulator with FDA Breakthrough Therapy status for alcoholic hepatitis that showed positive Phase 2 data. BHC plans a randomized Phase 3 trial; the drug complements its rifaximin SSD program in hepatology.
Closing requires a majority tender and customary conditions; targeted for Q3 2025. Untendered shares will be acquired via a follow-on merger at identical terms. Offer documents will be filed on Schedule TO and 14D-9.
Duke Energy Corporation, through its wholly owned subsidiary Piedmont Natural Gas Company, signed an Asset Purchase Agreement on 27-Jul-2025 to divest Piedmont’s Tennessee natural-gas local distribution company business to Spire Inc. for $2.48 billion cash, subject to working-capital, regulatory-asset and cap-ex adjustments.
Closing is contingent on (i) HSR antitrust clearance, (ii) approval by the Tennessee Public Utility Commission, (iii) absence of a Material Adverse Effect and (iv) usual accuracy & covenant bring-downs. No financing condition applies and management targets completion in Q1 2026. Either party may terminate if the deal is not closed by 27-Apr-2026 (extendable three months solely for outstanding regulatory approvals); Buyer owes a termination fee in specified circumstances.
Until closing, Piedmont must operate the business in the ordinary course and observe additional covenants. Duke furnished a press release (Ex. 99.1) and a transaction overview (Ex. 99.2) with this Form 8-K.
On 23 Jul 2025, ESSA Bancorp (ESSA) closed its merger with CNB Financial (CNB) under the 9 Jan 2025 agreement.
- Each ESSA share was converted into 0.8547 CNB shares; cash will be paid for fractional shares.
- ESSA restricted stock immediately vested and converted into merger consideration; performance-based RSUs vested at ≥ target and were settled in cash.
- ESSA Bank & Trust simultaneously merged into CNB Bank.
Corporate effects:
- ESSA common stock will be delisted from Nasdaq, and CNB will file Form 25 and Form 15 to end ESSA registration and periodic reporting.
- ESSA ceased to exist; CNB’s amended certificate of incorporation and bylaws remain governing documents.
- ESSA’s directors and executives resigned; former CEO Gary S. Olson and directors Robert C. Selig, Jr. and Daniel J. Henning join CNB/CNB Bank boards.
Exhibits include the full merger agreement (Ex 2.1) and a 24 Jul 2025 CNB press release (Ex 99.1) confirming completion.
Bausch Health Companies Inc. (BHC) � Insider Transaction Report (Form 4)
The filing discloses that Steven Hyosig Lee, the company’s Senior Vice President, Controller & Chief Accounting Officer, received 27,371 restricted share units (RSUs) on 14 July 2025. These RSUs were granted at no cost and will vest in three equal annual tranches on each anniversary of the grant date, contingent on Mr. Lee’s continued employment. Upon vesting, each RSU converts to one common share of BHC. Following this award, Mr. Lee now directly owns 27,371 common shares (all unvested RSUs). No derivative transactions, sales, or additional acquisitions were reported.
The grant represents routine equity compensation intended to align the executive’s interests with shareholders. Given Bausch Health’s large share count, the award is not expected to have a material dilutive impact on existing shareholders.
Grid Dynamics Holdings (GDYN) Form 4: Chief Operating Officer Yury Gryzlov reported selling 2,000 shares of common stock on 07/08/2025 at $12.33 per share, for proceeds of roughly $24.7 thousand. The sale was executed under a Rule 10b5-1 trading plan adopted on 11/21/2024, indicating it was pre-scheduled rather than opportunistic. Following the transaction, Gryzlov’s direct beneficial ownership stands at 467,779 shares. No derivative transactions were reported.
Form 4 overview: Director John Paulson reported a routine equity grant from Bausch Health Companies Inc. (NYSE: BHC) dated 06/30/2025.
- Transaction: 9,384 restricted share units (RSUs) issued in lieu of quarterly cash board fees; coded “A� (acquired) at a cost basis of $0.
- Direct holdings: Increase to 341,439 common shares after the grant.
- Indirect holdings: Paulson-managed funds continue to own 32,791,702 shares; Paulson disclaims beneficial ownership beyond his pecuniary interest.
- Nature of grant: RSUs convert 1-for-1 into common shares at vesting, further aligning the director’s incentives with shareholders but creating negligible dilution given BHC’s ~365 million shares outstanding.
No cash was exchanged and there were no derivative transactions. The filing reflects standard board compensation rather than an active investment decision, so immediate market impact is expected to be minimal.
Bank of Montreal is offering US$435,000 of Senior Medium-Term Digital Return Notes, Series K, linked to FedEx Corporation (FDX) common stock. The three-year notes (Pricing Date : 30 Jun 2025; Maturity : 03 Jul 2028) pay a single 26.00% digital return if FDX’s closing price on the Valuation Date is at least equal to the Initial Level of $227.31. Should the Final Level fall below the Initial Level, investors receive only principal, resulting in a 0% return. There is no participation above 26% and the notes bear no periodic interest.
Key economic terms include: Digital Barrier = 100% of Initial Level; minimum denomination = $1,000; CUSIP 06376EHA3. The notes are unsecured, unsubordinated obligations of Bank of Montreal and are subject to issuer credit risk. They will not be listed, and any liquidity will rely on BMO Capital Markets Corp. acting as a market-maker. Issue price equals 100%, with a 0.75% selling commission; the estimated initial value is $986.68 per $1,000, reflecting embedded dealer compensation and hedging costs.
The filing highlights material risks: upside capped at 26%, potential under-performance versus conventional bonds, lack of dividends, secondary-market uncertainty, conflicts of interest in the calculation agent role, and complex U.S. tax treatment as contingent payment debt instruments. The product may appeal to investors seeking principal preservation plus a defined payoff contingent on non-negative FDX performance, but it sacrifices income and exposes holders to both FedEx share volatility and Bank of Montreal’s credit profile.