Form 8-K

Form 8-K is the "current report" a US public company files with the SEC to announce a material event between its quarterly and annual reports. Most triggering events must be disclosed within four business days. Because it is filed whenever something important happens rather than on a calendar, the 8-K is often the first official, legally accountable record of news that moves a stock.

What triggers one

The form is organized into numbered items, each tied to a type of event. Some of the most common:

• Item 1.01: entering into a material definitive agreement, such as a merger agreement or a large contract.
• Item 1.05: a material cybersecurity incident, required of most companies since December 18, 2023.
• Item 2.02: results of operations; companies furnish their earnings press release under this item.
• Item 2.05 and 2.06: costs of exit activities such as layoffs, and material impairments.
• Item 5.02: departure or appointment of directors and certain officers.
• Item 7.01: Regulation FD disclosures, such as investor-presentation slides.
• Item 8.01: other events the company chooses to report.

How to use it

Read the exhibits, not just the headline item: press releases, agreements and presentations are attached as Exhibit 99 or Exhibit 10 filings. Many 8-Ks are routine, but a cluster of unusual items, or timing designed to avoid attention, is worth noticing. Every 8-K is free on EDGAR within minutes of filing.

Related terms

• Form 10-K
• Form 10-Q
• Form 4
• Merger
• Earnings