Company reports
What is an 8-K?
Updated
An 8-K, formally the “current report,” is how a U.S. public company tells the market that something material just happened. Where the 10-K and 10-Q run on a fixed calendar, the 8-K is event-driven: for most triggering events it must be filed within four business days. It is the closest thing SEC disclosure has to breaking news.
The item system
Every 8-K is organized by numbered items, and the item numbers tell you what happened before you read a word. The ones worth memorizing: Item 1.01 covers entry into material agreements; Item 2.02 announces results of operations, the earnings 8-K, with the press release attached as an exhibit; Item 5.02 covers departures and appointments of directors and officers, including CEO and CFO exits; Item 4.01 discloses a change in auditor; and Item 4.02 is the rare and serious “non-reliance” item, telling investors previously issued financial statements can no longer be trusted.
Item 1.05 requires disclosure of material cybersecurity incidents within four business days of the company determining the incident is material. Items 7.01 and 8.01 are catch-alls for Regulation FD disclosures and other voluntary announcements, which is why not every 8-K is significant.
Filed vs. furnished
A subtlety with real consequences: material “filed” under Items like 1.01 carries full liability under the Exchange Act, while earnings releases under Item 2.02 and Reg FD disclosures under Item 7.01 are merely “furnished,” a lighter liability standard. Companies choose their items carefully; readers should notice which one was used.
Reading 8-Ks in practice
Volume varies enormously. A quiet company may file a handful per year; an acquisitive one files constantly. The skill is triage: an Item 4.02 or an unexplained Item 5.02 CFO departure deserves immediate attention, while a routine Item 7.01 investor-deck posting does not.
Tesla files a lot of 8-Ks, which makes it a good case study: scan Tesla’s filing history and note how 8-Ks cluster around events. Earnings-related 8-Ks track the dates on the earnings calendar, and for a bank holding company like JPMorgan, 8-Ks also carry regulatory and capital announcements between quarters.
The 8-K’s four-business-day clock means it is often the first regulated account of an event you saw in a headline, and frequently the more precise one, because it is written by securities lawyers rather than a newsroom.