Form 8-K
Form 8-K is a very broad form used to notify investors in United States public companies of specified events that may be important to shareholders or the United States Securities and Exchange Commission. This is one of the most common types of forms filed with the SEC. After a significant event like bankruptcy or departure of a CEO, a public company generally must file a Current Report on Form 8-K within four business days to provide an update to previously filed quarterly reports on Form 10-Q and/or Annual Reports on Form 10-K. Form 8-K is required to be filed by public companies with the SEC pursuant to the Securities Exchange Act of 1934, as amended.[1]
When Form 8-K is required
Form 8-K is used to notify investors of a current event.[2] These types of events include:
- signing, amending or terminating material definitive agreements not made in the ordinary course of business, bankruptcies or receiverships
- mine shutdowns or violations of mine health and safety laws
- consummation of a material asset acquisition or sale
- results of operations and financial condition, creating certain financial obligations, such as incurrence of material debt
- triggering events that accelerate material obligations (such as defaults on a loan)
- costs associated with exit or disposal plans (layoffs, shutting down a plant, or material change in services or outlets)
- material impairments
- delisting from a securities exchange or failing to satisfy listing requirements
- unregistered equity sales (private placements)
- modifications to shareholder rights
- change in accountants
- determinations that previously issued financial statements cannot be relied upon
- change in control
- senior officer appointments and departures
- director elections and departures
- amendments to certificate/articles of incorporation or bylaws
- changes in fiscal year
- trading suspension under employee benefit plans
- amendments or waivers of code of ethics
- changes in shell company status
- results of shareholder votes
- disclosures applicable to issuers of asset-backed securities
- disclosures necessary to comply with Regulation FD
- other material events
- certain financial statements and other exhibits.
Investors should always read any 8-K filings that are made by companies in which they are invested. These reports are often material to the company, and frequently contain information that will affect the share price.
Reading Form 8K
Typically an 8-K filing will only have two major parts: the name and description of the event and any exhibits that are relevant. The name and description of the event contains all the information that the company considers relevant to shareholders and the SEC. It is important to read this information, as it has been deemed "material" by the company. Any exhibits that are relevant may include financial statements, press releases, data tables, or other information that is referenced in the description of the event.
Form 8K Items
The 8-K items are defined in the following table.[3]
| Section 1 | Registrant's Business and Operations |
|---|---|
| Item 1.01 | Entry into a Material Definitive Agreement |
| Item 1.02 | Termination of a Material Definitive Agreement |
| Item 1.03 | Bankruptcy or Receivership |
| Item 1.04 | Mine Safety - Reporting of Shutdowns and Patterns of Violations |
| Section 2 | Financial Information |
| Item 2.01 | Completion of Acquisition or Disposition of Assets |
| Item 2.02 | Results of Operations and Financial Condition |
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
| Item 2.04 | Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement |
| Item 2.05 | Costs Associated with Exit or Disposal Activities |
| Item 2.06 | Material Impairments |
| Section 3 | Securities and Trading Markets |
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
| Item 3.02 | Unregistered Sales of Equity Securities |
| Item 3.03 | Material Modification to Rights of Security Holders |
| Section 4 | Matters Related to Accountants and Financial Statements |
| Item 4.01 | Changes in Registrant's Certifying Accountant |
| Item 4.02 | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review |
| Section 5 | Corporate Governance and Management |
| Item 5.01 | Changes in Control of Registrant |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
| Item 5.04 | Temporary Suspension of Trading Under Registrant's Employee Benefit Plans |
| Item 5.05 | Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics |
| Item 5.06 | Change in Shell Company Status |
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
| Item 5.08 | Shareholder Director Nominations |
| Section 6 | Asset-Backed Securities |
| Item 6.01 | ABS Informational and Computational Material |
| Item 6.02 | Change of Servicer or Trustee |
| Item 6.03 | Change in Credit Enhancement or Other External Support |
| Item 6.04 | Failure to Make a Required Distribution |
| Item 6.05 | Securities Act Updating Disclosure |
| Section 7 | Regulation FD |
| Item 7.01 | Regulation FD Disclosure |
| Section 8 | Other Events |
| Item 8.01 | Other Events (The registrant can use this Item to report events that are not specifically called for by Form 8-K, that the registrant considers to be of importance to security holders.) |
| Section 9 | Financial Statements and Exhibits |
| Item 9.01 | Financial Statements and Exhibits |
Historical Form 8K Items
Prior to August 23, 2004[4], 8-K items were filed under different item numbers. Those historical items are displayed in the table below.
| Item 1 | Changes in Control of Registrant |
| Item 2 | Acquisition or Disposition of Assets |
| Item 3 | Bankruptcy or Receivership |
| Item 4 | Changes in Registrant's Certifying Accountant |
| Item 5 | Other Events |
| Item 6 | Resignation of Registrant's Directors |
| Item 7 | Financial Statements and Exhibits |
| Item 8 | Change in Fiscal Year |
| Item 9 | Regulation FD Disclosure |
| Item 10 | Amendments to the Registrant's Code of Ethics |
| Item 11 | Temporary Suspension of Trading Under Registrant's Employee Benefit Plans |
| Item 12 | Results of Operations and Financial Condition |
References
- For a list of events that would trigger a Form 8-K to be filed, see the Official SEC Form 8-K Summary, briefly below, and this fully annotated Form 8-K, which contains links to all rules and SEC guidance applicable to the form.
- Lopez, Erik (October 3, 2015). "The Ultimate Annotated Form 8-K". The M&A Lawyer Blog. Jasso Lopez PLLC. Retrieved October 5, 2015.
- "Form 8-K". Form 8-K. Retrieved 24 January 2020.
- "Final Rule: Additional Form 8-K Disclosure Requirements and Acceleration of Filing Date". Retrieved 24 January 2020.