[8-K] CBRE GROUP, INC. Reports Material Event

Rhea-AI Filing Summary

Bausch Health Companies Inc., via subsidiaries Bausch Health Americas and BHC Lyon Merger Sub, filed a Schedule TO-C on 29 July 2025 announcing its intent to commence a third-party tender offer for all outstanding shares of DURECT Corporation (DRRX) common stock.

The offer has not yet begun and the filing discloses no purchase price, premium, timetable or financing details. Full terms will be provided in forthcoming Schedule TO documents, while DURECT will respond with a Schedule 14D-9. All materials will be accessible on the SEC’s website and both companies’ investor portals.

Forward-looking statements emphasize customary risks: required regulatory approvals, DURECT shareholder assent, potential deal delays or termination, and possible distraction to Bausch Health’s operations. A related press release is furnished as Exhibit 99.1.

Positive

• Intent to launch a tender offer for all DURECT common shares signals a potential liquidity event for shareholders.

Negative

• No offer price or timeline disclosed, leaving valuation impact unknown.
• Transaction subject to multiple approvals and closing conditions, creating execution risk.

Insights

M&A Specialist

TL;DR: Pre-commencement filing signals acquisition intent but lacks price; material impact depends on forthcoming terms.

The Schedule TO-C merely notifies markets that Bausch Health plans a cash tender offer for DRRX shares. Because no consideration, financing structure or minimum condition is provided, investors cannot yet gauge valuation uplift, accretion, or probability of closing. Key next steps are the formal Schedule TO and DURECT’s 14D-9, which will disclose the offer price, board recommendation and fairness opinion. Until those details emerge, the filing is procedurally significant but financially indeterminate.

Portfolio Manager

TL;DR: Potential catalyst for DURECT, but transaction uncertainty keeps risk profile unchanged.

The notice creates an event path that could re-rate DRRX if the eventual tender includes a meaningful premium. However, downside remains should regulatory or shareholder hurdles stall the deal. With no financial metrics disclosed, portfolio positioning around DRRX or BHC should await definitive terms in the upcoming offer documents.

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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): July 29, 2025

_________________________________________________________________________________

CBRE GROUP, INC.

(Exact name of registrant as specified in its charter)

_________________________________________________________________________________

Delaware

001-32205

94-3391143

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2121 North Pearl Street

Suite 300

Dallas, TX

75201

(Address of principal executive offices)

(Zip Code)

(214)

979-6100

Registrant’s telephone number, including area code

Not Applicable

_____________________________________________________________________________

(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

Class A Common Stock, $0.01 par value per share

“CBRE”

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. ☐

This Current Report on Form 8-K is filed by CBRE Group, Inc., a Delaware corporation (the “Company”), in connection with the matters described herein.

Item 2.02  Results of Operations and Financial Condition

On July 29, 2025, the Company issued a press release reporting its financial results for the second quarter of 2025. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained herein, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
99.1 *						Press Release of Financial Results for the Second Quarter of 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Furnished herewith.

Signature

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.

Date: July 29, 2025			CBRE GROUP, INC.
			By:			/s/ LINDSEY S. CAPLAN
						Lindsey S. Caplan
						Chief Accounting Officer (Principal Accounting Officer)

FAQ

What action did Bausch Health announce regarding DURECT (DRRX)?

It filed a Schedule TO-C stating its intention to begin a third-party tender offer for all outstanding DURECT common shares.

Has the tender offer for DURECT shares commenced?

No. The filing clarifies that the offer has not yet commenced; formal documents will follow on Schedule TO.

Where will investors find the tender offer documents once available?

They will be posted on the SEC’s website and under the SEC Filings sections of both companies’ investor webpages.

What conditions could prevent the proposed DURECT acquisition from closing?

Risks include regulatory approval failures, lack of DURECT shareholder support, and other customary closing conditions cited in the forward-looking statements.

When was the Schedule TO-C filed?

The filing is dated July 29, 2025.