[8-K/A] Jabil Inc. Amends Material Event Report

Rhea-AI Filing Summary

Kronos Bio, Inc. (KRON) filed a Form 4 reporting that director Taiyin Yang disposed of her equity interests on 20 Jun 2025 in connection with the company’s acquisition by Concentra Biosciences.

Common shares: 11,333 shares were tendered at $0.57 per share, the cash component of the Concentra offer. Each tendered share also entitled the holder to one non-transferable contingent value right (CVR) under the merger agreement.

Stock options: All outstanding options (total underlying shares: 131,350) with exercise prices ranging from $0.95 to $28.58 were automatically disposed/cancelled. Under the merger terms, options with an exercise price below $0.57 receive a cash payment equal to the spread plus one CVR per underlying share, while options at or above $0.57 were cancelled for no consideration.

The filing confirms that the tender offer closed on 18 Jun 2025 and the subsequent merger made Kronos Bio a wholly owned subsidiary of Concentra. Following consummation, KRON shares are expected to cease trading, and future value for former shareholders hinges on CVR payments tied to post-closing milestones defined in the CVR Agreement.

• Reporting person’s post-transaction holdings: 0 shares and 0 options, indicating a full exit.
• Ownership form: All securities were held directly.
• Regulatory context: Filing satisfies Section 16 reporting obligations for insiders upon disposition of securities in a change-of-control transaction.

Positive

• Tender offer and merger closed, providing shareholders immediate liquidity of $0.57 per share plus a potential upside via CVRs.

Negative

• All stock options with strike prices ≥ $0.57 were cancelled for no consideration, eliminating potential value for option holders.
• The $0.57 cash price is substantially below historical option strike prices, implying limited recovery for equity investors absent future CVR payouts.

Insights

Corporate Governance Expert

TL;DR: Form 4 confirms merger close; insider cashes out shares & options at $0.57 plus CVR, leaving no further holdings.

The document is mechanically routine but material in that it evidences legal completion of the Concentra takeover. The director’s common shares converted into cash and CVRs, and all in-the-money options were cashed out while out-of-the-money options were cancelled. This eliminates potential insider overhang and finalises the change from public to private ownership, implying KRON will delist. Impact on legacy shareholders is largely predetermined by the merger agreement: immediate liquidity via the $0.57 cash payment and potential upside through the CVR, whose value is contingent and unspecified here. Because these terms were already publicly disclosed in the May 1 2025 merger announcement, the filing is confirmatory rather than price-moving. Investors should ensure they have tendered shares and understand CVR payout mechanics.

0000898293 0000898293 2025-06-13 2025-06-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 13, 2025

Jabil Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-14063		38-1886260
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

10800 Roosevelt Boulevard North, St. Petersburg, Florida 33716

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (727) 577-9749

(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 Stock, $0.001 par value per share		JBL		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. ☐

EXPLANATORY NOTE

On September 26, 2024, Jabil Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) disclosing the approval on September 24, 2024, by the Company’s Board of Directors of a restructuring plan to align our support infrastructure to further optimize organizational effectiveness. This action includes headcount reductions across our Selling, General and Administrative and manufacturing cost base and capacity realignment (the “2025 Restructuring Plan”). At the time of the filing of the Original 8-K, the Company was unable to make a good faith estimate or range of estimates for each major type of cost associated with the 2025 Restructuring Plan. This Amendment to Current Report on Form 8-K/A amends the Original 8-K to include estimates for the major types of costs. Except as described below, all other information in the Original 8-K remains unchanged and this Form 8-K/A should be read in conjunction with the Original 8-K.

Item 2.05 Costs Associated with Exit or Disposal Activities.

The Company expects the total amount of pre-tax restructuring and other related costs to be approximately $200 million, including the following estimated items:

• $60 million to $70 million of employee severance and benefit costs;

• $65 million to $70 million of asset write-off costs; and

• $55 million to $65 million of contract termination costs and other related costs.

The Company continues to expect to incur these costs over the course of the Company’s fiscal year 2025.

The 2025 Restructuring Plan as discussed reflects the Company’s intention only. The exact timing of these charges and cash outflows has not been finalized. Timing and cost may be affected by a variety of factors, including the finalization of timetables for the transition of functions, consultations with employees and their representatives, as well as the impact of jurisdictional statutory severance. The Company’s estimates for the charges discussed above exclude any potential income tax effects.

This Current Report on Form 8-K/A contains forward-looking statements, including those relating to our expectations regarding costs and charges. These statements are based on current expectations, forecasts and assumptions involving risks and uncertainties that could cause actual outcomes and results to differ materially from our current expectations. Such factors include current economic and other conditions in the global marketplace, risks related to implementation of the 2025 Restructuring Plan, and the other factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2024. We assume no obligation to update these forward-looking statements.

To the extent required by applicable rules, the Company will continue to file amendments to the Original 8-K as details of the 2025 Restructuring Plan are refined and estimates of related costs and charges are finalized.

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.

				JABIL INC.
				(Registrant)
June 20, 2025				By:		/s/ GREGORY HEBARD
						Gregory Hebard
						Chief Financial Officer

FAQ

What did Kronos Bio’s Form 4 dated 20 Jun 2025 disclose?

It reported that Director Taiyin Yang tendered 11,333 KRON shares at $0.57 in cash and surrendered all outstanding stock options as part of the Concentra merger.

How many KRON shares did Director Taiyin Yang dispose of?

She disposed of 11,333 common shares, reducing her direct holdings to zero.

What cash consideration did KRON shareholders receive in the tender offer?

Each share was exchanged for $0.57 in cash plus one non-transferable contingent value right (CVR).

What happened to Kronos Bio stock options in the merger?

All options became fully vested; those with strikes below $0.57 were cashed out for the spread plus a CVR per underlying share, while options at or above $0.57 were cancelled without payment.

Will KRON shares continue to trade after the merger?

No. Upon completion of the merger, Kronos Bio became a wholly owned subsidiary of Concentra, and its common stock is expected to cease trading.