An 8-K is the "current report" a U.S. public company files with the SEC to announce a major event between its quarterly and annual reports. Companies generally have four business days after the event to file. Common triggers include earnings releases, executive departures, big contracts, acquisitions, auditor changes and restatements of past financial statements.
You saw a stock jump or drop on a headline, and somewhere in the story was the phrase "according to an 8-K filed with the SEC." Or you set up a filing alert for a company you own and an 8-K landed in your inbox at 4:30 in the afternoon. You want to know whether it matters, and how to tell in a couple of minutes.
What is a Form 8-K?
Form 8-K is the SEC filing a public company uses to report material events as they happen, rather than waiting for the next quarterly report. Investor.gov, the SEC's investor education site, describes it as the report companies must file "to announce major events that shareholders should know about."
The 8-K sits alongside the two scheduled reports. The 10-K covers the full year and the 10-Q covers each of the first three quarters, so an 8-K is the bridge between them.
| 8-K | 10-Q | 10-K | |
|---|---|---|---|
| When | Within days of a specific event | After each of the first 3 quarters | Once a year |
| What it covers | One event (sometimes a few) | Quarterly results and changes | The whole business, audited |
| Length | Often 2 to 5 pages plus exhibits | Dozens of pages | Often 100+ pages |
| Best use | Reacting to news quickly | Tracking change quarter to quarter | Understanding the full picture |
If you want the scheduled reports first, see our guides on how to read a 10-K annual report and how to read a 10-Q in about 15 minutes.
How long does a company have to file an 8-K?
Generally four business days from the triggering event. Investor.gov notes that the deadline can be earlier when the company is furnishing the 8-K only to meet Regulation FD, the rule against selectively disclosing material information to some investors before others.
In practice, many companies file the same day they issue a press release, often after the market closes.
What events trigger an 8-K?
The form is organized into numbered items, and each item is a type of event. The SEC's staff interpretations of Form 8-K are arranged by those same item numbers. These are the ones investors see most often.
Item 1.01 and 1.02: material agreements
A company signs or ends a contract that is material to the business, such as a major customer deal, credit agreement or merger agreement. The 8-K must summarize the material terms in the body of the filing, not just attach the contract.
Item 1.03: bankruptcy or receivership
The company or a significant subsidiary has entered bankruptcy or receivership. For shareholders this is usually the most serious 8-K there is.
Item 2.01: completed acquisition or sale of assets
A deal has closed. Compare the final price and terms with what was announced when the deal was signed.
Item 2.02: results of operations
This is the earnings release. Most companies furnish their quarterly results press release under Item 2.02, often weeks before the full 10-Q is filed.
Item 2.03 and 2.04: new debt or accelerated debt
The company has taken on a material financial obligation (Item 2.03), or something has happened that accelerates or increases an existing one, such as a default (Item 2.04). An Item 2.04 filing deserves a close read.
Item 2.06: material impairments
The company has concluded that an asset, often goodwill from an old acquisition, is worth materially less than its carrying value.
Item 3.01: delisting notice
The stock exchange has told the company it no longer meets a listing standard, such as a minimum share price, or the company is moving its listing.
Item 4.01 and 4.02: auditor changes and non-reliance
Item 4.01 reports a change of the company's outside auditor. Item 4.02 says previously issued financial statements should no longer be relied on, which usually means a restatement is coming. The SEC's interpretations say these two items must always be reported on an 8-K and can't be folded into a periodic report instead.
Item 5.02: executive and director changes
A CEO, CFO or director has left or been appointed, or a senior officer's pay arrangement has materially changed.
Item 7.01 and 8.01: Regulation FD and other events
Item 7.01 is used to share information broadly under Regulation FD, such as investor presentation slides. Item 8.01 is a catch-all for events the company chooses to report.
Item 9.01: financial statements and exhibits
Item 9.01 lists the attachments. The press release, contract or presentation is usually Exhibit 99.1 or 10.1, and it is often the most useful part of the filing.
How do you read an 8-K quickly?
Start with the item numbers on the cover page, then go to the exhibits. That two-step order tells you what kind of event it is and where the details live.
- Find the item numbers. They are listed near the top. An 8-K under Items 2.02 and 9.01 is a routine earnings release. One under 4.02 or 2.04 is not routine.
- Read the short body text. It is usually a few paragraphs describing the event in plain terms.
- Open the exhibits. For earnings, read the press release. For contracts, skim the key terms the company summarized.
- Check what changed. Compare the news against the last 10-Q or 10-K. A new CFO is more significant if the last 10-Q flagged a weakness in internal controls.
- Look for a follow-up. Companies sometimes file an amended 8-K/A with more detail, such as the financial statements of a business they acquired.
Where do you find 8-K filings?
Every 8-K is free on the SEC's EDGAR full-text search. Search a company name or ticker and filter by form type 8-K. Most companies also post filings on the investor relations section of their website.
You can also search across all companies for a phrase, such as "Item 4.02," to see which companies recently announced that past financials can't be relied on.
Which 8-Ks should worry an investor most?
The 8-Ks that most often signal trouble involve the numbers themselves, debt, or the people responsible for both. None of these prove a company is failing, but each is worth reading in full.
- Item 4.02 non-reliance. Past financial statements are being corrected.
- Item 4.01 auditor change, especially with mention of disagreements.
- Item 2.04 triggering events that accelerate debt.
- Item 3.01 delisting notices.
- Item 5.02 CFO departures without a named successor.
- Item 1.03 bankruptcy.
Unusual 8-K activity can also matter for fraud screening. Our guide on how to spot investment fraud covers other warning signs.
Frequently asked questions
Is an 8-K good or bad news?
Neither by default. An 8-K simply reports an event. Earnings releases and new board members are routine, while non-reliance notices, debt defaults and delisting notices are usually negative.
What is the difference between filed and furnished 8-Ks?
Information under Items 2.02 and 7.01 is generally "furnished" rather than "filed," which affects the company's legal liability for it under securities law. For a reader, the practical content is the same: read the exhibit.
Do private companies file 8-Ks?
No. Form 8-K applies to companies that report to the SEC, which mainly means public companies. Private offerings disclose information through their own offering documents instead, as explained in our guide to private placements.
How many 8-Ks does a company file each year?
It varies. A large company typically files at least four for quarterly earnings, plus more for executive changes, debt deals and other events.
Related: How to read a 10-K annual report · How to read a 10-Q quickly · What is the P/E ratio?