Form 8-K is the report a US public company files with the Securities and Exchange Commission to disclose a significant event, such as an acquisition, a material agreement or the departure of an executive officer, between its periodic reports. Most items are due within four business days of the event.
How it is organised
The form has nine sections, and each reportable event has a numbered item. One 8-K can carry several items, and Item 9.01 lists the exhibits. The cover page gives the date of the earliest event reported, which can fall days before the filing date.
Common items
| Item | Reports | Event type in Company News |
|---|---|---|
| 1.01 | Entry into a material definitive agreement | Partnership |
| 1.05 | Material cybersecurity incidents | Incident |
| 2.01 | Completion of an acquisition or disposition of assets | Acquisition made |
| 2.05 | Costs of exit or disposal activities | Layoffs and restructuring |
| 3.02 | Unregistered sales of equity securities | Funding round |
| 5.01 | Changes in control of the registrant | Acquired or merged |
| 5.02 | Departure or appointment of directors and certain officers | Leadership change |
Reading it correctly
The filing date and the event date differ, and for a test the filing date is the day the market could read it. Items 7.01 and 8.01 cover Regulation FD disclosures and other events at the company's discretion, so their numbers say little about the event. A company that reports as a foreign private issuer files Form 6-K instead, so a missing 8-K is not a quiet period.
In Fokals data
For a listed company, Company News delivers each 8-K as an event, with the accession number, the items it was filed under, an excerpt of the text under those items and the version of the item-to-event labelling. The event type follows the item number, so every filing is classified the same way and can be counted across companies. A leadership change under Item 5.02 carries the role concerned.
The announcements dataset delivers Company News, and event-driven research with Form 8-K filings shows how to build a calendar from it.
Related terms
- Form D: the notice of a private offering.
- Central Index Key (CIK): the number a filing is stored under.
- Trigger event: an event that prompts a sales or research action.
- Material non-public information: what an 8-K makes public.
Frequently asked questions
How soon after an event must a company file a Form 8-K?
Within four business days of the event, unless the item sets another time. A report on a material cybersecurity incident runs from the day the company determines the incident is material. If the event falls on a weekend or a holiday, the four days start on the next business day.
What is the difference between a Form 8-K and a Form 10-K?
A Form 10-K is the annual report, with audited financial statements, filed once a year. A Form 8-K is a current report on a single event, filed when it happens. Quarterly results appear in the Form 10-Q. An acquisition, a material agreement or a change of executive officer is reported on an 8-K.
Where can I find Form 8-K filings?
On the SEC's EDGAR system, which is free to search by company name, ticker or CIK. Each filing has an accession number and lists the items it reports. Datasets that read EDGAR turn the items into event types so that filings can be counted and compared across companies.