secwatch / observer
8-K filed July 2, 2025, 7:59 PM ET ticker ASTH CIK 0001083446
M&A confidence high sentiment positive materiality 0.80

Astrana closes Prospect Health acquisition for $708M, updates FY 2025 guidance

Astrana Health, Inc.

item 1.01item 2.01item 2.02item 7.01item 9.01

Machine-readable event card

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Astrana Health, Inc.
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2025-07-02T23:59:59+00:00
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JSON Markdown Plain text

Source-grounded claims

eef89f36fd827e4721013a8ee3a6ae6d669c6fe3

Astrana Health, Inc. completed an acquisition involving PHP Holdings, LLC for $707.9 million in cash and the assumption of certain identified liabilities (closed 2025-07-01).

intended to address and reconcile post-Closing claims, matters, and obligations between the parties, including a reduction in the aggregate purchase price from $745.0 million to $707.9 million and the removal of certain post-Closing purchase price adjustments and related escrow. The Company and Sellers also entered into certain ancillary agreements, including a

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

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ASCENT INDUSTRIES CO. May 6, 2026, 7:59 PM ET m_and_a Items 1.01, 2.01, 2.02, 7.01, 9.01

same fact type: ma_transaction same SEC item: 1.01, 2.01, 2.02, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

intended to address and reconcile post-Closing claims, matters, and obligations between the parties, including a reduction in the aggregate purchase price from $745.0 million to $707.9 million and the removal of certain post-Closing purchase price adjustments and related escrow. The Company and Sellers also entered into certain ancillary agreements, including a

Comparable filing

the Company purchased substantially all of the assets and certain specified liabilities of Seller for $14,000,000, subject to certain customary adjustments for working capital, transaction expenses, and cash, on the terms and subject to the conditions set forth in the Purchase Agreement (the “Transaction”). The Transaction closed simultaneously with the execution of the Purchase Agreement.

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KLX Energy Services Holdings, Inc. June 2, 2026, 5:14 PM ET m_and_a Items 1.01, 2.01, 3.02, 7.01, 9.01

same fact type: ma_transaction same SEC item: 1.01, 2.01, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

intended to address and reconcile post-Closing claims, matters, and obligations between the parties, including a reduction in the aggregate purchase price from $745.0 million to $707.9 million and the removal of certain post-Closing purchase price adjustments and related escrow. The Company and Sellers also entered into certain ancillary agreements, including a

Comparable filing

“Buyer”), the Company and, solely for purposes of Section 8.05 thereto, Stevie Cooper and Stewart Cooper (the “Purchase Agreement”). The purchase price for the Acquisition is $17.0 million, subject to customary post-closing adjustments and to be paid as follows: (i) on the Closing Date, the Buyer paid the Seller $14.0 million in cash; (ii) 180 days after the

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JOHN WILEY & SONS, INC. June 2, 2026, 8:30 AM ET m_and_a Items 1.01, 2.01, 7.01, 9.01

same fact type: ma_transaction same SEC item: 1.01, 2.01, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

intended to address and reconcile post-Closing claims, matters, and obligations between the parties, including a reduction in the aggregate purchase price from $745.0 million to $707.9 million and the removal of certain post-Closing purchase price adjustments and related escrow. The Company and Sellers also entered into certain ancillary agreements, including a

Comparable filing

pursuant to which Buyer acquired from the Seller all of the issued and outstanding equity securities of Emerald Holding (the "Transaction") in exchange for GBP £337.5 million (approximately $452 million)

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OCEANFIRST FINANCIAL CORP June 1, 2026, 5:19 PM ET m_and_a Items 1.01, 3.02, 2.01, 2.03, 3.03, 5.02, 5.03, 7.01, 9.01

same fact type: ma_transaction same SEC item: 1.01, 2.01, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

intended to address and reconcile post-Closing claims, matters, and obligations between the parties, including a reduction in the aggregate purchase price from $745.0 million to $707.9 million and the removal of certain post-Closing purchase price adjustments and related escrow. The Company and Sellers also entered into certain ancillary agreements, including a

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

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REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan

Repay Holdings Corp June 1, 2026, 4:14 PM ET m_and_a Items 1.01, 2.01, 1.02, 9.01, 2.03, 7.01

same fact type: ma_transaction same SEC item: 1.01, 2.01, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

intended to address and reconcile post-Closing claims, matters, and obligations between the parties, including a reduction in the aggregate purchase price from $745.0 million to $707.9 million and the removal of certain post-Closing purchase price adjustments and related escrow. The Company and Sellers also entered into certain ancillary agreements, including a

Comparable filing

KUBRA became an indirect wholly owned subsidiary of the Company. Pursuant to the Purchase Agreement, the aggregate cash purchase price for the Acquisition was approximately $372 million, subject to customary post-closing adjustments. The closing cash consideration was funded with a combination of cash on hand and borrowings under the Credit Agreement described

Filing page SEC filing

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Nano Nuclear acquires STS for up to $13M, adds nuclear logistics and $7.1M revenue

Nano Nuclear Energy Inc. May 29, 2026, 6:30 AM ET m_and_a Items 1.01, 2.01, 3.02, 5.02, 7.01, 9.01

same fact type: ma_transaction same SEC item: 1.01, 2.01, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

intended to address and reconcile post-Closing claims, matters, and obligations between the parties, including a reduction in the aggregate purchase price from $745.0 million to $707.9 million and the removal of certain post-Closing purchase price adjustments and related escrow. The Company and Sellers also entered into certain ancillary agreements, including a

Comparable filing

“STS Acquisition”). The closing of the STS Acquisition occurred on May 22, 2026 (the “Closing Date”). Pursuant to the Purchase Agreement, the Buyer Parties agreed to pay up to $13.0 million in total consideration for STS, consisting of (i) approximately $6.0 million in cash (the “Closing Cash Consideration”), subject to adjustment under certain conditions within 180

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same fact type: ma_transaction same SEC item: 1.01, 2.01, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

intended to address and reconcile post-Closing claims, matters, and obligations between the parties, including a reduction in the aggregate purchase price from $745.0 million to $707.9 million and the removal of certain post-Closing purchase price adjustments and related escrow. The Company and Sellers also entered into certain ancillary agreements, including a

Comparable filing

of CS Digital (the “Acquisition”) on the same date. Aggregate Consideration. The aggregate consideration payable by the Company under the Purchase Agreement consists of: (i) US$30,000,000 in upfront consideration, payable at closing, comprised of (a) US$14,000,000 in newly issued shares of the Company’s Series D Preferred Stock, par value $1.00 per share (the

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same fact type: ma_transaction same SEC item: 1.01, 2.01, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

intended to address and reconcile post-Closing claims, matters, and obligations between the parties, including a reduction in the aggregate purchase price from $745.0 million to $707.9 million and the removal of certain post-Closing purchase price adjustments and related escrow. The Company and Sellers also entered into certain ancillary agreements, including a

Comparable filing

contemplated thereby (the “ Closing ”) occurred simultaneously on May 18, 2026 (the “ Closing Date ”). Pursuant to the Asset Purchase Agreement, the aggregate consideration was $2,650,000 (the “ Purchase Price ”), which consisted of (a) $1,900,000 in cash (the “ Cash Consideration ”), subject to customary working capital adjustments and other reductions described

Filing page SEC filing

Source: SEC EDGAR
accession 0001104659-25-065009
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