8-K 8-K
Stands for: Form 8-K Current Report
A real-time SEC filing used by US public companies to disclose specified material events such as acquisitions, executive departures, earnings releases, and bankruptcies, generally within four business days.
Definition
Form 8-K is the "current report" that US public companies must file with the SEC whenever a specified material event occurs. Unlike the 10-K and 10-Q, which are periodic and predictable, the 8-K is event-driven and filed on a four-business-day deadline (with a small set of items having different timelines). The form lists more than 30 specific reportable items grouped into nine sections: registrant business and operations (Item 1.01 entry into a material agreement, Item 1.02 termination), financial information (Item 2.01 completion of acquisition, Item 2.02 results of operations), securities and trading markets (Item 3.01 delisting, Item 3.02 unregistered sales), accountants and financial statements (Item 4.01 changes in auditor, Item 4.02 non-reliance on previously issued financials), corporate governance and management (Item 5.02 departure or election of directors and officers, Item 5.07 shareholder vote results), Regulation FD disclosure (Item 7.01), other events (Item 8.01), and financial statements and exhibits (Item 9.01). Earnings releases are typically filed under Item 2.02; CEO transitions and board changes under Item 5.02; major acquisitions under Item 1.01 and 2.01. Failure to file an 8-K on time can lead to loss of Form S-3 short-form registration eligibility and SEC enforcement action.
When you'll encounter it
US public-company founders, GCs, and CFOs maintain a running 8-K calendar tied to internal events: M&A announcements, financing closings, executive departures, material litigation, and earnings releases. Investors monitor 8-K filings on EDGAR for early signals before the next 10-Q or 10-K. A surge of 8-K filings on an item like 4.02 (non-reliance on prior financial statements) is often the first public hint of an accounting investigation.
FAQ
How quickly must an 8-K be filed?
Generally within four business days of the triggering event. A small number of items have shorter or longer windows, and Regulation FD disclosure items can be filed simultaneously with the public disclosure. Late or missing 8-Ks can disqualify a company from using Form S-3 for short-form registration.
What kinds of events trigger an 8-K?
Material acquisitions and dispositions, entry into or termination of material definitive agreements, bankruptcy, change in auditor, departure or appointment of executive officers and directors, changes in fiscal year, amendments to articles or bylaws, and earnings releases (when a company chooses to use 8-K for them rather than just press release).
Is the 8-K filed before or after the public press release?
Typically simultaneously, especially for Regulation FD items (Item 7.01). For earnings releases under Item 2.02, the press release is usually issued just before market open or after market close, with the 8-K filed within minutes.
References
- SEC - Form 8-K https://www.sec.gov/files/form8-k.pdf
- SEC - Current Reports on Form 8-K https://www.sec.gov/fast-answers/answersform8khtm.html
- SEC EDGAR - 8-K Search https://www.sec.gov/edgar/search-and-access