Form 8-K: What Companies Must Disclose and When

Form 8-K is the “current report” that companies with securities registered under the Securities Exchange Act of 1934 file with the Securities and Exchange Commission (SEC) to announce major events that shareholders should know about. Unlike the annual Form 10-K and quarterly Form 10-Q, which follow a calendar, the 8-K is triggered by events: an acquisition, a change in the chief executive, a bankruptcy, a cybersecurity incident, a delisting notice. A daily list of 8-K filings is therefore one of the quickest ways to see what is happening at public companies.

In brief

An 8-K reports specified events, organized by numbered items.
The general deadline is four business days after the event, unless the form says otherwise.
Items are grouped into numbered sections, from business operations to corporate governance.
Some information is “furnished” rather than “filed,” which affects liability treatment.
Exhibits attached to the 8-K often contain the real detail, such as the agreement itself.

The filing deadline

The form’s General Instruction B.1 states: “Unless otherwise specified, a report is to be filed or furnished within four business days after occurrence of the event.” Four business days is the usual rule, and specific items may set a different timing. Business days exclude weekends and federal holidays. Because the clock runs from the event, not from the date the company decides to tell the market, many companies file their 8-K on the day of a press release or within a day or two.

The SEC publishes the form and its instructions at sec.gov. Anyone relying on a deadline for a specific situation should read the current instructions and the underlying rules, or consult counsel.

The item structure

The 8-K is organized into sections and numbered items. The SEC’s form lists these, among others.

Section 1: Registrant’s business and operations

Item 1.01 Entry into a Material Definitive Agreement
Item 1.02 Termination of a Material Definitive Agreement
Item 1.03 Bankruptcy or Receivership
Item 1.04 Mine Safety, Reporting of Shutdowns and Patterns of Violations
Item 1.05 Material Cybersecurity Incidents

Section 2: Financial information

Item 2.01 Completion of Acquisition or Disposition of Assets
Item 2.02 Results of Operations and Financial Condition
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation
Item 2.05 Costs Associated with Exit or Disposal Activities
Item 2.06 Material Impairments

Section 3: Securities and trading markets

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.02 Unregistered Sales of Equity Securities
Item 3.03 Material Modification to Rights of Security Holders

Section 4: Accountants and financial statements

Item 4.01 Changes in Registrant’s Certifying Accountant
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

Section 5: Corporate governance and management

Item 5.01 Changes in Control of Registrant
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans
Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics
Item 5.06 Change in Shell Company Status
Item 5.07 Submission of Matters to a Vote of Security Holders
Item 5.08 Shareholder Director Nominations

Section 6: Asset-backed securities

Item 6.01 ABS Informational and Computational Material
Item 6.02 Change of Servicer or Trustee
Item 6.03 Change in Credit Enhancement or Other External Support

The form continues with further sections covering Regulation FD disclosure, other events, and financial statements and exhibits. Read the full list on the SEC’s form.

How to read an 8-K

Start with the cover page. It gives the company name, the “date of report” (the date of the earliest event reported) and checkboxes about the securities registered. Then look at the item numbers listed in the body. They tell you immediately what kind of event is being reported.

Several items appear more often than others, and each tells a different story.

Item 2.02, results of operations. Companies use this item to attach their earnings press release. It is often furnished rather than filed, a distinction explained below.

Item 5.02, officer and director changes. This item covers resignations, appointments and compensation arrangements for certain officers. A sudden departure of a chief financial officer, for instance, is a detail many investors want quickly.

Item 1.01, material agreements. When a company signs a significant contract, such as a credit facility, a merger agreement or a large customer contract, it summarizes the terms here and typically attaches the agreement as an exhibit.

Item 3.01, listing notices. A notice from a stock exchange that the company has fallen out of compliance with a continued listing standard shows up here.

Item 4.02, non-reliance. A company that concludes its previously issued financial statements should no longer be relied upon discloses it under this item, which is a significant signal.

Item 8.01, other events. A catch-all for matters the company chooses to disclose that do not fit elsewhere.

Item 9.01, financial statements and exhibits. This lists the attachments. Press releases, agreements and pro forma financial statements usually sit here, and the exhibit is where the specifics are.

“Filed” versus “furnished”

The phrase “filed or furnished” in the deadline rule reflects a legal distinction. Information that is “filed” is subject to the liability provisions of the Exchange Act and may be incorporated by reference into other filings, such as registration statements. Information that is “furnished” is not subject to Section 18 of the Exchange Act and is not incorporated by reference unless the company says so. Items such as 2.02 and 7.01 are typically furnished. The form’s instructions explain the treatment in detail.

Who files an 8-K

Companies that have securities registered under the Exchange Act or that file reports under Section 15(d) are the usual filers. Foreign private issuers generally follow a different system, furnishing Form 6-K instead. Smaller reporting companies file 8-Ks too, and the item requirements are the same.

Why 8-Ks matter to different readers

Investors use them to follow material developments between quarterly reports.
Journalists and analysts use them to confirm events announced in the press.
Lenders and counterparties watch for defaults, covenant changes and bankruptcy filings.
Lawyers and compliance staff use them as the benchmark for what the company has disclosed publicly and when.

Our guide on how to search SEC EDGAR shows how to pull 8-Ks for a given company or from the day’s Latest Filings list.

A short example of reading an 8-K

Suppose an 8-K lists Items 5.02 and 9.01. Item 5.02 tells you the report concerns a change involving a director or certain officers: read the narrative for who is leaving or joining, the effective date and any compensation terms. Item 9.01 tells you exhibits are attached, so open the exhibit list to find an employment agreement or a press release. Check the date of report, then compare it with the filing date to see how quickly the company reported. Finally, look for any later 8-K/A that adds details the company did not yet have. Reading the item numbers first saves time because they sort the filing into a familiar category before you read a word of the narrative.

Common misconceptions

“An 8-K is only about bad news.” Items cover acquisitions, earnings releases, new agreements and leadership appointments as well as problems.

“If it is not in an 8-K, it did not happen.” Only listed events and voluntary disclosures appear. Many business developments fall below the materiality thresholds and never produce an 8-K.

“The 8-K deadline is the same as the press release.” The press release may come first. The 8-K is due within the form’s deadline, and a company may file the same day.

“An 8-K contains audited information.” Not necessarily. Press releases and preliminary results attached to an 8-K are generally unaudited.

FAQ

How soon must a company file an 8-K?

The general rule in the form’s instructions is within four business days after the event occurs, unless the form specifies otherwise.

Where can I find the latest 8-K filings?

On EDGAR. The SEC’s Latest Filings page shows the most recent submissions from all filers, and you can narrow it by form type to show only 8-Ks.

What does the item number tell me?

It identifies the type of event reported, for example 2.02 for results of operations or 5.02 for changes in officers and directors.

What is an 8-K/A?

An amendment to an earlier 8-K, filed to add information that was not available at the time or to correct an error.

Is an 8-K a recommendation about a company?

No. It is a disclosure document filed by the company. It does not rate or recommend a security.

Are there 8-K requirements for foreign companies?

Foreign private issuers generally follow different reporting rules, using Form 6-K in place of Form 8-K. Companies that do not qualify as foreign private issuers follow domestic rules.