[8-K] Bausch Health Companies Inc Reports Material Event

Rhea-AI Filing Summary

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.

Insights

M&A Specialist

TL;DR: Merger closes; ESSA holders get 0.8547 CNB shares and ESSA disappears from Nasdaq.

The closing finalises a straight stock transaction with a fixed 0.8547 exchange ratio. Without disclosed premium data, value creation hinges on CNB’s post-deal performance and expected cost synergies from folding ESSA Bank (≈$2 bn assets) into CNB Bank. Delisting eliminates duplicative public company costs and should be accretive to CNB earnings in 2026. ESSA shareholders gain liquidity in a larger, more diversified banking platform but absorb CNB execution risk. Governance continuity is addressed via three ESSA board seats at CNB.

Portfolio Manager

TL;DR: Neutral near-term; upside depends on CNB integration and cost-save delivery.

Shareholders swap into CNB at a fixed ratio, avoiding cash-tax events but facing potential dilution if CNB issues additional equity. The absence of disclosed earn-outs or price adjustment simplifies valuation but removes downside protection if CNB stock falls. Delisting ends ESSA’s standalone catalysts—investors must now evaluate CNB fundamentals. Board representation mitigates cultural risk. Overall market impact should be modest given ESSA’s $175 m market cap.

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 22, 2025

Bausch Health Companies Inc.

(Exact name of registrant as specified in its charter)

British Columbia, Canada		001-14956		98-0448205
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

2150 St. Elzéar Blvd. West

Laval, Quebec

Canada H7L 4A8

(Address of Principal Executive Offices) (Zip Code)

514-744-6792

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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:

☐ 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))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares, No Par Value		BHC		New York Stock Exchange		Toronto Stock Exchange

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).

Emerging growth company ☐

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. ☐

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

On July 22, 2025, upon the recommendation of the Nominating and Corporate Governance Committee of the board of directors (the “Board”) of Bausch Health Companies Inc. (the “Company”), the Board increased the size of the Board from ten to twelve members and appointed Michael Goettler and Sandra Leung, in each case effective as of July 22, 2025. Mr. Goettler will serve on the Talent and Compensation Committee and Science and Technology Committee. Ms. Leung will serve on the Nominating and Corporate Governance Committee.

In connection with their appointments to the Board, pursuant to the Company’s non-employee director compensation policy, each of Mr. Goettler and Ms. Leung will be eligible to receive an annual cash retainer and a director equity grant, in each case as described under “Corporate Governance-Director Compensation” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 2, 2025.

There are no arrangements or understandings between Mr. Goettler or Ms. Leung and any other person pursuant to which there were selected as directors, and there are no transactions related to the Company in which Mr. Goettler or Ms. Leung have an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure

On July 24, 2025, the Company issued a press release announcing the appointments of Mr. Goettler and Ms. Leung. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.

The information in the preceding paragraph, as well as Exhibit 99.1 hereto, is being “furnished” pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Company filing, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing and regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
99.1		Press release of the Company dated July 24, 2025
104		Cover Page Interactive Data File (formatted as Inline XBRL)]

SIGNATURES

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

BAUSCH HEALTH COMPANIES INC.
By:		/s/ Seana Carson
Name:		Seana Carson
Title:		Executive Vice President, General Counsel

Date: July 24, 2025

FAQ

What did ESSA (ESSA) shareholders receive in the merger?

Each share of ESSA common stock was converted into 0.8547 CNB Financial (CCBN) shares, with cash in lieu of fractions.

When was the ESSA–CNB merger completed?

The transaction closed after business on 23 July 2025.

Will ESSA stock continue to trade on Nasdaq?

No. ESSA requested Nasdaq delisting and CNB will file Form 25 to remove the listing.

What happens to ESSA’s SEC reporting obligations?

CNB, as successor, intends to file Form 15 to end ESSA’s reporting under Sections 13 & 15(d).

Which ESSA executives joined CNB’s board?

Gary S. Olson, Robert C. Selig, Jr. and Daniel J. Henning were appointed to CNB and CNB Bank boards.