What is a Form 8-K? The events a company must report within days

A Form 8-K is a current report^[1] filed with the U.S. Securities and Exchange Commission (the SEC) when certain events happen at a company. A report on this Form is required to be filed or furnished, as applicable, upon the occurrence of any one or more of the events specified in the items^[2] of the form. Unless otherwise specified, a report is to be filed or furnished within four business days after occurrence of the event.^[3]

Who has to file

The form calls the company filing it the "registrant." Form 8-K shall be used for current reports under Section 13 or 15(d) of the Securities Exchange Act of 1934^[4], so the duty is tied to those sections of that law. The form also covers reports of nonpublic information required to be disclosed by Regulation FD^[4], a separate SEC rule the form refers to by name.

Some companies have narrower duties. For asset-backed issuers, a category the form treats separately, the registrant need not file a report on this Form upon the occurrence of^[5] certain listed events, including cybersecurity incidents, acquisitions and results of operations.

When it is due

The standard deadline is four business days. If the event occurs on a Saturday, Sunday or holiday on which the Commission is not open for business, then the four business day period shall begin to run on, and include, the first business day thereafter.^[6]

Some items run on their own clock:

• Cybersecurity incidents. The report is to be filed within four business days after the registrant determines that it has experienced a material cybersecurity incident.^[7] That decision must be made without unreasonable delay after discovery of the incident.^[8] If the U.S. Attorney General finds that disclosure poses a substantial risk to national security or public safety, the company may delay providing the disclosure required by this Item 1.05 for a time period specified by the Attorney General, up to 30 days^[9].
• Shareholder votes. The four business days shall begin to run on the day on which the meeting ended.^[10] The company reports preliminary results and then shall file an amended report on Form 8-K under this Item 5.07 to disclose the final voting results within four business days after the final voting results are known.^[11]
• New top officers. If the company plans another public announcement, it may delay filing the Form 8-K containing the disclosures required by this Item 5.02(c) until the day on which the registrant otherwise makes public announcement of the appointment^[12].
• Financial statements of an acquired business. These may be filed with the initial report, or by amendment not later than 71 calendar days after the date that the initial report on Form 8-K must be filed.^[13]

What it shows

Each event has a numbered "Item." Common ones include:

• Item 1.01, major agreements. Disclosure is required when the company has entered into a material definitive agreement not made in the ordinary course of business^[14]. That term means an agreement that provides for obligations that are material to and enforceable against the registrant, or rights that are material to the registrant^[15].
• Item 1.05, cybersecurity. The company must describe the material aspects of the nature, scope, and timing of the incident, and the material impact or reasonably likely material impact on the registrant^[16].
• Item 2.01, acquisitions and sales of assets. A deal counts as significant, for example, if the assets' value or price exceeded 10 percent of the total assets of the registrant and its consolidated subsidiaries^[17].
• Item 2.02, results. When a company publicly releases results for a completed quarter or year, it must disclose the date of the announcement or release, briefly identify the announcement or release and include the text of that announcement or release as an exhibit.^[18] An exhibit is a document attached to the report.
• Item 3.01, listing problems. This covers notice that the registrant or such class of the registrant's securities does not satisfy a rule or standard for continued listing on the exchange^[19].
• Items 4.01 and 4.02, auditors and accounting. These cover an auditor who resigns (or indicates that it declines to stand for re-appointment after completion of the current audit) or is dismissed^[20], and a conclusion that earlier financial statements should no longer be relied upon because of an error^[21].
• Section 5, leadership and control. This includes changes in control and departures of top officers or directors, where the company must disclose the fact that the event has occurred and the date of the event.^[22]
• Item 8.01, other events. A company may, at its option, disclose under this Item 8.01 any events, with respect to which information is not otherwise called for by this Form, that the registrant deems of importance to security holders.^[23]

What it does not show

An 8-K is not a complete picture. If the registrant previously has reported substantially the same information as required by this Form, the registrant need not make an additional report of the information on this Form.^[24]

Agreements may be redacted, meaning parts are blacked out. A company may redact terms it customarily and actually treats as private or confidential, if the omitted information is not material^[25], and must include brackets indicating where the information is omitted^[26].

For cybersecurity, a company need not disclose specific or technical information about its planned response to the incident or its cybersecurity systems^[27] in a way that would hurt its response.

Small stock sales outside a registered offering may not appear. No report need be filed under this Item 3.02 if the equity securities sold, in the aggregate since its last report filed under this Item 3.02 or its last periodic report, whichever is more recent, constitute less than 1% of the number of shares outstanding^[28], or less than 5%^[29] for a smaller reporting company.

Results under Item 2.02 and Regulation FD material under Item 7.01 are "furnished" rather than "filed," a legal label meaning they are not deemed to be "filed" for purposes of Section 18 of the Exchange Act^[30] unless the company says otherwise.

How to read one

Start with the cover page. The Date of Report (Date of earliest event reported)^[1] tells you when the first event happened, which can differ from the filing date.

Next, scan the item headings. The report shall contain the number and caption of the applicable item^[31], and all items that are not required to be answered in a particular report may be omitted^[32]. The item numbers tell you what kind of event is being reported.

Then check Item 9.01, which lists the financial statements, pro forma financial information and exhibits, if any, filed as a part of this report.^[33] Press releases often sit here.

Finally, watch for follow-ups. When details are not yet known, the company shall include a statement to this effect in the filing and then must file an amendment^[34] once they are available.

On GetSignal

In the app, many 8-Ks from companies you follow appear in your feed as short items in plain words, such as a note sale, a credit facility or a change of chief executive, each with a link to the filing on SEC.gov. Results and dividends appear as their own earnings and dividend cards instead, and some kinds of 8-K are not turned into items yet. A few kinds, such as a change of chief executive or finance chief, can also send a push.

This page explains a public disclosure. It is not legal or investment advice.