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[8-K] BERKSHIRE HATHAWAY INC Reports Material Event

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UNITED STATES

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) September 30, 2025

 

 

BERKSHIRE HATHAWAY INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

 

 

DELAWARE   001-14905   47-0813844

(STATE OR OTHER JURISDICTION

OF INCORPORATION)

 

(COMMISSION

FILE NUMBER)

 

(I.R.S. EMPLOYER

IDENTIFICATION NO.)

 

3555 Farnam Street    
Omaha, Nebraska     68131
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)     (ZIP CODE)

(402) 346-1400

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE

 

 

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 (see General Instruction A.2. below):

 

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
Symbols

 

Name of each exchange
on which registered

Class A Common Stock   BRK.A   New York Stock Exchange
Class B Common Stock   BRK.B   New York Stock Exchange
1.125% Senior Notes due 2027   BRK27   New York Stock Exchange
2.150% Senior Notes due 2028   BRK28   New York Stock Exchange
1.500% Senior Notes due 2030   BRK30   New York Stock Exchange
2.000% Senior Notes due 2034   BRK34   New York Stock Exchange
1.625% Senior Notes due 2035   BRK35   New York Stock Exchange
2.375% Senior Notes due 2039   BRK39   New York Stock Exchange
0.500% Senior Notes due 2041   BRK41   New York Stock Exchange
2.625% Senior Notes due 2059   BRK59   New York 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 5.03

Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year

 

  (a)

On September 30, 2025, the Board of Directors (the “Board”) of Berkshire Hathaway Inc., a Delaware corporation (the “Company”) voted to amend and restate the Company’s By-Laws effective immediately. The primary purpose of the amendment was to separate the role of the Chairman of the Board of Directors and the role of the Chief Executive Officer of the Company. As previously reported on a Form 8-K dated May 3, 2025, on May 4, 2025, the Board voted unanimously to appoint Mr. Greg Abel to become the Company’s President and Chief Executive Officer effective January 1, 2026. Mr. Abel will replace Mr. Warren Buffett, Berkshire’s current Chief Executive Officer on that date. Mr. Buffett will continue to be Chairman of the Company’s Board of Directors.

As a result of the upcoming change whereby the Company’s Chairman of the Board of Directors and the Company’s Chief Executive Officer will no longer be positions held by the same person, a new Paragraph 3.5 was added to Section 3 – Board of Directors of the Company’s By-Laws and various changes were made to Section 4 – Officers and Agents of the Company’s By-Laws.

The foregoing description of the amendment and restatement of the By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-Laws attached hereto as Exhibit 3(ii) and incorporated by reference.

 

ITEM 9.01

Financial Statements and Exhibits

 

Exhibit 3(ii)   By-Laws (as amended and restated on September 30, 2025)
Exhibit 104   Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.

 

October 3, 2025     BERKSHIRE HATHAWAY INC.
    By:  

/s/ Marc D. Hamburg

      Marc D. Hamburg
      Senior Vice President and Chief Financial Officer
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