[8-K] Amphastar Pharmaceuticals, Inc. Reports Material Event

Rhea-AI Filing Summary

FedEx Corporation’s FY25 Form 10-K outlines several structural and strategic shifts but provides limited current-year P&L detail. Key disclosures include:

• One FedEx integration: On 1 Jun 2024 FedEx Ground and FedEx Corporate Services were merged into Federal Express, creating a unified air-ground network now reported as two segments: Federal Express and FedEx Freight.
• Planned spin-off: In Dec 2024 the Board approved a tax-free spin-off of FedEx Freight, targeting completion by Jun 2026.
• Fiscal-year change: Effective 1 Jun 2026 the company will shift its year-end from 31 May to 31 Dec.
• Network 2.0 & DRIVE: Efficiency program now active in ~290 locations; Canada rollout finished and ~130 U.S. facilities converted.
• Pricing actions: U.S. domestic & international list rates rose 5.9% on 6 Jan 2025; most pandemic-era demand surcharges were suspended 31 May 2025.
• Fuel profile: Jet-fuel spend fell to $2.83 bn (3.2 % of revenue) from $3.60 bn in FY24; FedEx remains un-hedged.
• Capital structure: 235.9 m shares outstanding (17 Jul 2025); non-affiliate market value c.$66.8 bn.
• Labor: 440 k employees at Federal Express; pilot contract talks continue under NMB mediation after July 2023 vote.

No revenue, EPS or cash-flow figures are provided in the excerpt; investors must review the full financial statements in Item 8 for performance metrics.

Positive

• Board-approved spin-off of FedEx Freight targeted for completion by June 2026, potentially unlocking shareholder value.
• Network 2.0 and DRIVE rollout has reached ~290 sites, indicating traction on cost-efficiency initiatives.
• Jet-fuel expense declined 21 % YoY, easing cost pressure without hedging complexity.

Negative

• Filing excerpt lacks revenue, EPS and cash-flow figures, limiting immediate assessment of financial health.
• Pilot contract remains unresolved; mediation continues after failed ratification, carrying future labor-cost uncertainty.

Insights

Corporate Strategy Analyst

TL;DR: Filing signals portfolio reshaping via Freight spin-off and network optimization; absent financials keep immediate valuation impact neutral.

The Freight spin-off could unlock a pure-play LTL entity and let core express focus on margin recovery, yet timelines (FY26) limit near-term catalysts. One FedEx and Network 2.0 show execution progress—290 sites converted—but benefits hinge on parcel-volume recovery. Fuel and surcharge data confirm cost tailwinds versus FY24. The fiscal-year change will shorten the next reporting period, complicating YoY comparability. Ongoing pilot negotiations pose limited operational risk at present. Overall, strategic direction is positive but incremental, with valuation implications dependent on future earnings detail.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event Reported): July 18, 2025

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Amphastar Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)

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Delaware	001-36509	33-0702205
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

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11570 6th Street	​
Rancho Cucamonga, California	91730
(Address of Principal Executive Offices)	(Zip Code)

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Registrant's telephone number, including area code: (909) 980-9484

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	​	Trading Symbol(s)	​	Name of each exchange on which registered
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Common Stock, par value $0.0001 per share	​	AMPH	​	The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On July 18, 2025, the Board of Directors (the “Board”) of Amphastar Pharmaceuticals, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), approved an increase to the authorized number of directors permitted to serve on the Board from ten (10) to eleven (11) directors and appointed David Gaugh, to serve as a Class I director, to hold office until the Company’s 2026 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier death, resignation or removal, effective immediately. Mr. Gaugh was not appointed to serve on any committees of the Board at this time.

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The Board also determined that Mr. Gaugh does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that he is independent within the meaning of the listing standards of the Nasdaq Stock Market LLC. There are no arrangements or understandings between Mr. Gaugh and any other person pursuant to which he was selected as a director of the Company. There are no transactions between Mr. Gaugh and the Company that would be reportable under Item 404(a) of Regulation S-K.

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Mr. Gaugh’s compensation will initially consist of a grant comprised of 50% restricted stock units and 50% stock options with an aggregate grant date fair value of $260,000, which vest on the first anniversary of the date of grant, subject to continued service through the vesting date and will be consistent with other non-employee members of the Board thereafter, as described in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 14, 2025 under “Non-Employee Director Compensation,” and as may be amended from time to time by the Board. In connection with Mr. Gaugh’s appointment as a director, the Company will enter into its standard form of indemnification agreement with Mr. Gaugh.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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	AMPHASTAR PHARMACEUTICALS, INC.
Date: July 21, 2025
​	By:	/S/WILLIAM J. PETERS
	​	William J. Peters
	​	Chief Financial Officer, Executive Vice President and Treasurer
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FAQ

Why is FedEx (FDX) spinning off FedEx Freight?

The Board believes a separate publicly traded LTL company will enhance strategic focus and could unlock shareholder value; completion is targeted by June 2026.

What is FedEx’s new fiscal year end?

December 31; the change becomes effective for the period beginning June 1 2026.

How far along is the Network 2.0 optimization project?

FedEx reports implementation in ~290 locations, including full rollout in Canada and 130 U.S. sites.

How much did FedEx spend on jet fuel in FY25?

Jet fuel cost was $2.83 billion, representing 3.2 % of consolidated revenue, down from $3.60 billion in FY24.

What was FedEx’s market capitalization used in the filing?

Non-affiliate market value was approximately $66.8 billion based on the 30 Nov 2024 closing price.

Is there any change to FedEx’s rate structure for 2025?

Yes, average list prices for U.S. domestic and international services rose 5.9 % on 6 Jan 2025; most pandemic demand surcharges were later suspended.