What Is an 8-K?

The short version

Form 8-K is a “current report.” A public company files it with the Securities and Exchange Commission (SEC) when certain important events happen between its regular quarterly and annual reports: a big contract, a merger closing, a new chief executive, quarterly results, a cyberattack, a change of auditor.

Most 8-Ks are due within four business days of the event. They are published on EDGAR, the SEC’s public filing system, and are often the first official, written source for corporate news. The press release may come out first, but the 8-K is the version the company files under the securities laws.

Why the 8-K exists

The 10-K (annual report) and 10-Q (quarterly report) give a full picture of a company, but they come out only four times a year. A lot can happen in between. The 8-K fills those gaps with short reports tied to specific events, so investors do not have to wait months to learn about them.

The current version dates from 2004. SEC amendments that took effect on August 23, 2004 added new events that must be reported, sorted the items into numbered sections and shortened most deadlines to four business days, from the earlier five business days or 15 calendar days depending on the event.

The four-business-day deadline

Under the form’s general instructions, an 8-K is due within four business days after the event. If the event happens on a weekend or a federal holiday, the count starts on the next business day.

There are a few exceptions:

• New officers announced later. If a company plans to announce a new officer’s appointment publicly in some other way, it can delay the 8-K under Item 5.02(c) until that announcement.
• Regulation FD. When a company uses an 8-K to share information under Regulation FD (the rule against telling some investors before others), it follows that rule’s timing, which can mean filing at the same time as or promptly after the disclosure.
• Cybersecurity incidents. Under Item 1.05, the four days start when the company determines that an incident is material, a decision it must make without unreasonable delay after discovering it. The U.S. Attorney General can allow a delay if disclosure would pose a substantial risk to national security or public safety.

The item numbers that matter most

Every 8-K lists one or more item numbers at the top. The number tells you what kind of event it is before you read a word. The form has nine sections. These are the items readers meet most often.

Section 1: Business and operations

• 1.01 Entry into a material definitive agreement. A major contract outside the ordinary course of business: a merger agreement, a large supply deal, a credit agreement.
• 1.02 Termination of a material definitive agreement. One of those deals ending early.
• 1.03 Bankruptcy or receivership.
• 1.05 Material cybersecurity incidents. Added in 2023 and in effect from December 18, 2023.

Section 2: Financial information

• 2.01 Completion of acquisition or disposition of assets. A deal closing.
• 2.02 Results of operations and financial condition. Usually the quarterly earnings release. This is one of the most common 8-K items.
• 2.03 Creation of a direct financial obligation. New debt, such as a bond sale or a large loan.
• 2.05 Costs associated with exit or disposal activities. Often a restructuring or layoff plan.
• 2.06 Material impairments. A large write-down of an asset’s value.

Section 3: Securities and trading markets

• 3.01 Notice of delisting or failure to satisfy a listing rule. A stock exchange warning, for example over a late report or a low share price.
• 3.02 Unregistered sales of equity securities. Shares sold privately.

Section 4: Accountants and financial statements

• 4.01 Changes in the company’s certifying accountant. The auditor resigned or was dismissed.
• 4.02 Non-reliance on previously issued financial statements. The company says earlier financial statements should no longer be relied on, usually ahead of a restatement. This is one of the most serious items.

Section 5: Corporate governance and management

• 5.01 Changes in control.
• 5.02 Departure or appointment of directors and certain officers, and compensation arrangements. A new chief executive, a resignation, a new pay package.
• 5.03 Amendments to the articles of incorporation or bylaws; change in fiscal year.
• 5.07 Submission of matters to a vote of security holders. The results of the annual meeting vote.

Sections 7, 8 and 9

• 7.01 Regulation FD disclosure. Information shared publicly, such as investor presentations.
• 8.01 Other events. Anything the company chooses to report that does not fit another item.
• 9.01 Financial statements and exhibits. The attachments: press releases, contracts, financial statements of an acquired business.

Section 6 covers asset-backed securities and rarely matters to stock investors.

“Filed” versus “furnished”

Information under Items 2.02 and 7.01 is “furnished,” not “filed,” unless the company says otherwise. The difference is legal: furnished information is not subject to certain liability provisions of the Exchange Act (Section 18) and is not automatically pulled into the company’s other SEC documents. That is why earnings releases are usually attached to an 8-K under Item 2.02 with Item 9.01 listing the exhibit.

For a reader, the practical point is that the press release attached to an earnings 8-K is the company’s own presentation. The audited and reviewed numbers come later, in the 10-Q or 10-K.

How to read an 8-K

1. Start with the item numbers. A filing with only 2.02 and 9.01 is almost always an earnings release. A filing with 4.02 deserves close attention.
2. Check the date of the event. The cover page shows the “date of report,” meaning the date of the earliest event reported. Compare it with the filing date to see how quickly the company disclosed.
3. Read the item text before the exhibits. The item text is often a short, factual summary. The press release in the exhibit is usually more promotional.
4. Open the exhibits for the details. For a 1.01, the agreement itself may be attached as Exhibit 10. For a 5.02, the employment letter often sets out pay terms the press release left out.
5. Look for amendments. An 8-K/A updates an earlier 8-K, for example to add financial statements of an acquired company or more details about a cyber incident.

Some events also trigger other filings that WallStPal tracks. An executive change in a 5.02 may be followed by a Form 3 from the new officer. A merger agreement in a 1.01 can lead to new 5% stake filings from investors. You can see these filings together on each company’s page through our stock pages.

Where the rule comes from

• The SEC’s Form 8-K and its general instructions, which list every item and the four-business-day deadline.
• The SEC’s 2004 adopting release, Release 33-8400, and a summary of what it changed from FindLaw.
• SEC staff remarks from May 2024 on when to use Item 1.05 versus Item 8.01, summarized by Hunton Andrews Kurth.

Examples

Disney brings back Bob Iger, 2022. On November 20, 2022, Disney’s board removed Bob Chapek as chief executive and reappointed Robert Iger. Disney’s 8-K under Items 5.02 and 9.01 gave details the headlines mostly skipped: Iger’s term ran to December 31, 2024, his base salary was $1 million a year, his annual long-term incentive award had a target value of $25 million, and Chapek’s employment was terminated without cause, with separation benefits under his existing contract.

UnitedHealth and the Change Healthcare attack, 2024. UnitedHealth Group filed an 8-K under Item 1.05 with a report date of February 21, 2024, saying a suspected nation-state threat actor had gained access to some systems of its Change Healthcare unit. The filing said the company had not determined the incident was reasonably likely to materially affect its finances. A few months later, in May 2024, the SEC’s Corporation Finance director, Erik Gerding, said companies should generally use Item 1.05 only for incidents they have found to be material, and report others under a different item, such as 8.01, as Hunton Andrews Kurth reported.

Explain it like I’m 13

Think of a public company as a student who hands in a big report card four times a year. That is the 10-Q and the 10-K.

But if something big happens in between, like the student switches schools, wins a prize or breaks a window, the parents have to be told within a few days. The 8-K is that note home. The number at the top of the note (like 5.02 or 2.02) tells you right away what kind of news it is.

WallStPal explains public filings. Nothing here is investment advice. Editorial policy · Corrections