8-K Filings Explained: The Early Warning System for Investors
Learn what triggers an 8-K filing, how to read them, and why they're often the first sign of major company news.
I've learned to pay attention to 8-Ks the hard way.
A few years ago, I held a position in a company where the CFO suddenly left. The resignation showed up in an 8-K on a Friday afternoon. I didn't see it until Monday. By then, the stock had already dropped 15% in after-hours trading and the options I was holding were worth a lot less.
CEO resigns? 8-K. Big acquisition signed? 8-K. Debt covenant breached, major customer lost, cybersecurity incident disclosed? 8-K.
For investors, 8-Ks are the market's early warning system. They're often the first official hint that something has changed. I've seen them move stocks 10-20% in a single day.
This guide is how I actually use 8-Ks: what they are, what triggers them, which ones matter most, and how I monitor them.
What Is an 8-K?
Form 8-K is the SEC's "current report." It's how U.S. public companies disclose material events that happen between their scheduled 10-Q and 10-K filings.
A few things to know:
- It's event-driven, not calendar-driven.
- Most items must be filed within four business days of the triggering event.
- Every SEC-registered company uses the same basic structure.
- Some companies file only a few 8-Ks per year. Others file dozens.
I think of 10-Ks and 10-Qs as the official story a company tells once or four times a year. 8-Ks are the interrupts. The things that can't wait.
What Triggers an 8-K?
The SEC defines a specific list of Items, each covering a type of event. When one of those events happens, the company files an 8-K.
You don't need to memorize all of them. But it helps to know the major categories.
Business and Operations
These cover significant changes in how the business operates:
| Item | What It Covers | Example |
|---|---|---|
| 1.01 | Entry into a material agreement | Signing a major customer contract or acquisition agreement |
| 1.02 | Termination of a material agreement | Losing a key customer; major partnership ends |
| 1.03 | Bankruptcy or receivership | Chapter 11 filing |
| 1.05 | Material cybersecurity incidents | Significant data breach, ransomware attack |
Mining companies also have Item 1.04 for mine safety matters, but I rarely see it.
Financial Condition and Results
These are the ones that tend to make headlines:
| Item | What It Covers | Example |
|---|---|---|
| 2.01 | Completion of acquisition or disposition | Closing a merger; selling a business unit |
| 2.02 | Results of operations and financial condition | Quarterly earnings release |
| 2.03 | Creation of a direct financial obligation | New credit facility or bond issue |
| 2.04 | Triggering events that accelerate obligations | Loan default; covenant breach |
| 2.05 | Exit or restructuring activities | Layoffs; plant closures |
| 2.06 | Material impairments | Writing down goodwill or other assets |
Securities, Corporate Oversight, and Accounting
These are more about the plumbing of a public company:
| Area | Why It Matters |
|---|---|
| 3.01 – Delisting notices | Problems meeting exchange listing requirements. |
| 3.02 – Unregistered sales of equity | Dilution from private placements or other issuances. |
| 4.01 – Changes in accountant | New audit firm; may indicate disagreements or issues. |
| 4.02 – Non-reliance on financial statements | Company is effectively saying "previous numbers were wrong." |
| 5.01–5.08 – Corporate matters | Control changes, executive departures, bylaw changes, vote results, etc. |
There are also Items 7.01 (Reg FD disclosures) and 8.01 (catch-all "other events"). Companies use these when something important doesn't fit neatly into another category.
The 8-Ks I Actually Read Carefully
Not all 8-Ks matter equally. Some are routine housekeeping. Others make me stop what I'm doing.
Here's what I prioritize.
Earnings Releases – Item 2.02
Most U.S. companies report quarterly results via an 8-K under Item 2.02. The filing usually attaches the earnings press release as Exhibit 99.1.
This tends to be where I first see:
- Revenue and EPS for the quarter.
- Guidance for future periods.
- Commentary on demand, margins, and one-off items.
By the time the earnings call starts, the 8-K has already told me what the market is reacting to. I find it useful to read the exhibit before listening to management spin it.
Executive Changes – Item 5.02
When a CEO, CFO, or other key executive resigns, retires, gets terminated, or gets appointed, the company files an 8-K under Item 5.02.
These can be bland ("long-planned retirement") or loaded ("terminated without cause," "disagreement with the company"). The actual wording matters a lot.
What I look for:
- Was this expected or a surprise?
- Any language hinting at disagreement or issues?
- If there's a replacement, what's their background?
That CFO departure I mentioned? The 8-K language was carefully neutral, but the "effective immediately" part told me something was off.
M&A and Major Deals – Items 1.01 and 2.01
Large acquisitions and divestitures usually show up twice:
- Item 1.01 when a definitive agreement is signed.
- Item 2.01 when the transaction closes.
M&A 8-Ks give you:
- Price and structure (cash, stock, debt).
- Key terms and closing conditions.
- High-level rationale management is selling to investors.
I've found that the first real details on a deal are often buried in the exhibits, not the main text.
Cybersecurity Incidents – Item 1.05
Under rules adopted in 2023, companies must disclose material cybersecurity incidents on Form 8-K under Item 1.05.
I'm looking for:
- What systems or data were impacted.
- Whether the incident is contained or ongoing.
- Expected operational and financial impact.
For companies that rely on customer trust or run critical infrastructure, these filings can be a bigger deal than the market initially assumes.
Restructurings and Impairments – Items 2.05 and 2.06
Layoffs, plant closures, and other restructuring moves land under Item 2.05. Material write-downs of assets go under Item 2.06.
I've seen these mean different things:
- Management is finally addressing known problems (sometimes a positive).
- The original strategy has failed (usually a negative).
- Cost structure is being reset for a different future.
Context from earnings calls and 10-Qs matters a lot here. A restructuring that management telegraphed is different from one that comes out of nowhere.
How I Read an 8-K
Most 8-Ks follow the same basic shape:
1. Cover Page
I start here. The cover page shows:
- Company name and ticker.
- Date of report (when the event occurred).
- Date of filing (when the 8-K was submitted).
- The list of Item numbers included.
Before I read the body, I look at the Items. "2.02 and 7.01" is an earnings+guidance combo. "4.02" gets my immediate attention.
2. Item Sections
For each Item on the cover, there's a numbered section in the body. This is where the company describes what happened.
I expect a mix of:
- Plain-language description of the event.
- Legal boilerplate and safe-harbor statements.
- Occasional hints that something is more serious than the headline suggests.
I read these sections slowly the first few times. After a while, I started recognizing which phrases are boilerplate and which are tells.
3. Exhibits
Many details live in the exhibits rather than the main text. Common ones:
- Exhibit 99.1 – Earnings press releases; detailed announcements.
- Exhibit 10.x – Material contracts (credit agreements, M&A agreements, severance deals).
- Exhibit 3.x – Charter and bylaw changes.
My rule: if the 8-K references an exhibit, I click it. That's usually what management expects the media and analysts to quote.
8-K vs. Press Release: What Hits First?
In theory, the 8-K is the official disclosure. In practice, timing varies:
- Sometimes the 8-K and press release hit at the same time.
- Sometimes the press release comes first, then the 8-K.
- Sometimes the 8-K is first, with the press release attached as an exhibit.
If you're watching EDGAR or a real-time feed like Earnings Feed, you'll see the 8-K either at the same time or earlier than most news alerts. That's why I monitor 8-Ks directly instead of waiting for news coverage.
"Filed" vs. "Furnished": A Legal Distinction
Not every piece of information in an 8-K carries the same legal weight.
- Filed items become part of the company's formal SEC record and carry broader liability.
- Furnished items are submitted to the SEC but aren't "filed" for certain liability purposes.
In practice:
- Earnings releases under Item 2.02 and Reg FD info under Item 7.01 are usually furnished, not filed.
- That gives companies slightly more legal flexibility with forward-looking statements.
You don't need to obsess over this distinction, but it explains some of the legal boilerplate at the bottom of earnings 8-Ks.
Deadlines and Late Filings
Most 8-K Items share a common deadline: four business days after the triggering event. A few have specialized timing, but four days is the rule.
A company that repeatedly misses 8-K deadlines is waving a small flag about internal controls and disclosure processes. One late filing might be clerical. A pattern of them concerns me more.
Red Flags I Watch For
Some Items and patterns deserve immediate attention:
Item 4.02 – Non-reliance on financial statements The company is telling you prior numbers can't be trusted and a restatement is coming. I take this very seriously.
Item 4.01 – Change in accountant Especially if the filing hints at disagreement over accounting or internal controls.
Item 2.04 – Accelerated debt obligations Covenant breaches, defaults, or other events that could turn into a liquidity crisis.
Item 3.01 – Delisting notices Problems meeting exchange requirements; often tied to financial distress or oversight issues.
Item 5.02 – Sudden CFO departure "Effective immediately" CFO exits are a classic "pay attention" moment. I've seen this one play out badly.
Item 1.05 – Material cybersecurity incidents Ongoing or vaguely described incidents can be riskier than the market initially assumes.
None of these are automatic "sell" signals. But each is a strong reason to read closely, check other filings, and rethink your thesis.
How I Monitor 8-Ks
You don't want to manually refresh EDGAR all day. A few approaches work.
Earnings Feed: Real-Time, Watchlist-Driven
Earnings Feed's 8-K hub and live filings feed give me:
- 8-Ks in real time as they hit EDGAR.
- Filters by ticker, industry, exchange, and form type.
- A watchlist view so I only see filings from names I care about.
- A mobile-friendly interface for checking 8-Ks from my phone.
This is my daily "what happened?" tab.
SEC EDGAR: The Source of Truth
For deeper work, I still use EDGAR directly:
It's clunky, but complete. If something feels off in a summary, this is where I verify.
Investor Relations Sites
Most companies mirror their 8-Ks on their investor relations pages. Useful for company-by-company research, less so for broad monitoring.
My 8-K Habit
A simple process that works for me:
Daily or a Few Times a Week
- Open my Earnings Feed watchlist and scan recent 8-Ks.
- Read any Item 2.02 (earnings) or 5.02 (executive changes) from companies I own.
- Skim other 8-Ks for my names to see if anything structural is changing.
Around Earnings Season
- Watch for 8-Ks with Item 2.02 from my portfolio.
- Read the attached Exhibit 99.1 earnings releases.
- Note changes to guidance, margins, and any one-off items.
When Researching a New Name
- Pull the last 12 months of 8-Ks.
- Look for patterns: constant restructuring, frequent leadership churn, repeated covenant issues.
- Line those events up with the stock chart and fundamentals to see how management handles stress.
Done consistently, this takes minutes per day and dramatically reduces the odds of being blindsided.
Summary
8-Ks are where the real-time story of a public company lives. They're short, structured, and show up when something important happens.
Key takeaways:
- 8-Ks are event-driven, typically filed within four business days.
- The Item numbers tell you the category of event at a glance.
- The exhibits often contain more practical detail than the main text.
- Certain Items (earnings, executive departures, auditor changes, restatements, debt problems) deserve immediate attention.
- Building a monitoring habit gives you an edge over investors who only look at quarterly reports.
You don't need to read every 8-K in the market. You do want to see every 8-K for companies you care about.
Track 8-Ks in Real Time
If you'd like 8-Ks to come to you instead of hunting them down:
- Create a free watchlist on Earnings Feed and get 8-K filings for your names as they hit EDGAR.
- Browse the dedicated 8-K filings page when you want to see what's happening across the market today.
- When something big shows up (an earnings surprise, an unexpected departure, a restatement), use the 8-K as your starting point for deeper research.
8-Ks are already public. The question is whether you see them in time for them to matter.