Form 8-K -- Current Report
17 CFR 249.308
Form 8-K is the "current report" that companies must file with the SEC to announce material events that shareholders should know about. Unlike the periodic 10-K and 10-Q, which are filed on a fixed schedule, an 8-K is triggered by specific events and generally must be filed within four business days after the triggering event occurs.
The form is organized into nine sections covering business operations, financial information, securities matters, accountant changes, corporate governance, asset-backed securities, Regulation FD disclosures, other voluntary events, and exhibits.
Filing Deadline
Most 8-K items must be filed within four business daysafter the occurrence of the triggering event (17 CFR 240.13a-11(c)). Item 2.02 (earnings releases) and Item 7.01 (Regulation FD) reports are typically "furnished" rather than "filed," which means they are not subject to Section 18 liability but must still be submitted timely. A late 8-K filing does not affect the registrant's S-3 eligibility if filed within the required period as extended by the SEC's safe harbor provisions.
8-K Items by Section
Section 1: Registrant's Business and Operations
Entry into a Material Definitive Agreement
Any material agreement not made in the ordinary course of business. Must file the agreement as an exhibit (or summarize material terms if confidential treatment is requested).
Termination of a Material Definitive Agreement
Material agreement terminated other than by expiration or completion. Disclose the date, parties, circumstances, and any material early termination penalties.
Bankruptcy or Receivership
Entry of an order confirming a plan of reorganization, appointment of a receiver, or similar event under bankruptcy or insolvency laws.
Mine Safety -- Reporting of Shutdowns and Patterns of Violations
Receipt of imminent danger orders, written notices of patterns of violation, or similar mine safety actions under the Mine Act.
Section 2: Financial Information
Completion of Acquisition or Disposition of Assets
Completion of an acquisition or disposition of a significant amount of assets outside the ordinary course of business. Financial statements of the acquired business may be required within 71 days.
Results of Operations and Financial Condition
Public announcement or release of material non-public information regarding results of operations or financial condition for a completed fiscal period (earnings releases).
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Entry into a material direct financial obligation or trigger of a material obligation under an off-balance sheet arrangement.
Triggering Events That Accelerate or Increase a Direct Financial Obligation
Occurrence of an event of default, acceleration, or increase in a material direct financial obligation or off-balance sheet arrangement.
Costs Associated with Exit or Disposal Activities
Board commitment to an exit or disposal plan, including material charges under FASB ASC 420 (formerly SFAS 146).
Material Impairments
Board conclusion that a material charge for impairment is required under GAAP for one or more assets, including goodwill.
Section 3: Securities and Trading Markets
Notice of Delisting or Failure to Satisfy a Continued Listing Rule
Receipt of notice from a national securities exchange that the registrant does not satisfy a continued listing standard, or decision to delist.
Unregistered Sales of Equity Securities
Sale of equity securities not registered under the Securities Act. Must identify the securities, amount, purchasers, and exemption relied upon.
Material Modification to Rights of Security Holders
Material modification to instruments defining the rights of holders of any class of registered securities, including charter or bylaw amendments.
Section 4: Matters Related to Accountants and Financial Statements
Changes in Registrant's Certifying Accountant
Dismissal, resignation, or engagement of a new independent accountant. Requires letter from the former accountant (Exhibit 16.1).
Non-Reliance on Previously Issued Financial Statements
Board or officer conclusion that previously issued financial statements should no longer be relied upon due to error as defined in ASC 250.
Section 5: Corporate Governance and Management
Changes in Control of Registrant
Change in control, including identity of acquiring person, source and amount of consideration, and basis of control.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Departure or appointment of directors, CEO, CFO, COO, CAO, or principal officers. Brief description of compensatory arrangements with new officers.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Amendments to charter documents or bylaws (if not previously reported), or change in fiscal year.
Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
Notice of a blackout period that restricts participant-directed transactions in employer securities under a benefit plan.
Amendments to the Registrant's Code of Ethics, or Waiver of a Provision
Amendment to or waiver from a provision of the code of ethics applicable to the principal executive, financial, or accounting officer.
Change in Shell Company Status
Registrant has ceased to be a shell company or has become one.
Submission of Matters to a Vote of Security Holders
Brief description of each matter voted on at a shareholder meeting and the vote results.
Shareholder Nominations Pursuant to Exchange Act Rule 14a-11
Shareholder director nominations under proxy access rules (where applicable).
Section 6: Asset-Backed Securities
ABS Items
Specialized items for asset-backed securities issuers covering material events related to the underlying pool assets, servicer changes, credit enhancements, and similar matters.
Section 7: Regulation FD
Regulation FD Disclosure
Information furnished (not filed) pursuant to Regulation FD (17 CFR 243.100-103) to satisfy the public disclosure requirement for material non-public information.
Section 8: Other Events
Other Events
Any events the registrant considers important to security holders that are not specifically required by other items. Filing under this item is voluntary.
Section 9: Financial Statements and Exhibits
Financial Statements and Exhibits
List of financial statements and exhibits filed or furnished with the 8-K, including material agreements, press releases, and certifications.
Commonly Required Exhibits
- Exhibit 2.1 -- Plan of acquisition, reorganization, arrangement, or similar (Item 2.01)
- Exhibit 10.x -- Material contracts or agreements (Item 1.01)
- Exhibit 16.1 -- Letter from former accountant regarding disagreements (Item 4.01)
- Exhibit 99.1 -- Press releases (commonly used with Items 2.02 and 7.01)
- Exhibit 99.2 -- Additional materials such as presentation slides
- Exhibit 104 -- Cover Page Interactive Data File (required since April 2020)
Filed vs. Furnished
Items 2.02 and 7.01 are typically "furnished" rather than "filed." Furnished information is not subject to liability under Section 18 of the Exchange Act and is not automatically incorporated by reference into Securities Act registration statements unless the registrant specifically incorporates it. All other 8-K items are "filed" and subject to the full liability provisions.