Oct 21, 2025 · 9 min read

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.

When a company announces their CEO is leaving, reports a major acquisition, or discloses a cybersecurity breach, they file an 8-K. It's the SEC's "current report"—a way for companies to disclose significant events between quarterly reports.

For investors, 8-Ks are the early warning system. They often contain market-moving information before it appears anywhere else. A single 8-K can move a stock 10%, 20%, or more.

This guide explains what triggers an 8-K, how to read them, and how to use them in your investment research.

What is an 8-K?

Form 8-K is an SEC filing that companies must submit to report major events. Unlike quarterly 10-Qs or annual 10-Ks that follow a schedule, 8-Ks are triggered by specific events and must be filed quickly—usually within four business days.

Key facts:

Purpose: Disclose material events between regular reports
Deadline: Usually 4 business days after the event
Who files: All public companies registered with the SEC
Frequency: Varies widely—some companies file dozens per year

Think of the 8-K as the "breaking news" filing. When something important happens at a company, this is usually how the public finds out officially.

What Triggers an 8-K?

The SEC specifies categories of events that require 8-K disclosure. Each category has an "Item" number:

Business & Operations Events

Item	Event	Example
1.01	Entry into a Material Agreement	Major customer contract, licensing deal
1.02	Termination of a Material Agreement	Lost a major customer, ended a partnership
1.03	Bankruptcy or Receivership	Chapter 11 filing
1.04	Mine Safety Reporting	Mining companies only
1.05	Material Cybersecurity Incidents	Data breach, ransomware attack

Financial Events

Item	Event	Example
2.01	Completion of Acquisition or Disposition	Closed a merger, sold a division
2.02	Results of Operations (Earnings)	Quarterly earnings release
2.03	Creation of Direct Financial Obligation	New debt, loan agreement
2.04	Triggering Events (Debt Acceleration)	Loan default, covenant breach
2.05	Costs of Exit/Restructuring	Layoffs, plant closures
2.06	Material Impairments	Write-down of assets

Securities & Trading Events

Item	Event	Example
3.01	Notice of Delisting	Exchange warns of listing problems
3.02	Unregistered Sales of Equity	Private placement of stock
3.03	Material Modification to Rights	Changes to shareholder rights

Corporate Governance Events

Item	Event	Example
5.01	Changes in Control	New controlling shareholder
5.02	Departure of Directors/Officers	CEO resignation, CFO termination
5.03	Amendments to Articles/Bylaws	Charter changes
5.04	Temporary Suspension of Trading	401k plan trading halt
5.05	Amendments to Code of Ethics	Ethics policy changes
5.06	Change in Shell Company Status	Company becomes/ceases to be a shell
5.07	Submission of Matters to Shareholders	Annual meeting results
5.08	Shareholder Nominations	Director nominations

Accounting & Audit Events

Item	Event	Example
4.01	Changes in Accountant	New audit firm
4.02	Non-Reliance on Financial Statements	Prior financials are wrong

Regulation FD Disclosure

Item	Event	Example
7.01	Regulation FD Disclosure	Investor presentation, guidance update

Other Events

Item	Event	Example
8.01	Other Events	Anything material not covered above
9.01	Financial Statements and Exhibits	Supporting documents

The 8-Ks That Move Markets

Some 8-K types consistently have the biggest impact on stock prices:

Item 2.02: Earnings Releases

When companies report quarterly results, they typically file an 8-K with Item 2.02. The earnings press release is attached as an exhibit. This is often the first public disclosure of the numbers—before the earnings call, before analyst reports.

Why it matters: Contains revenue, earnings, and guidance that determine whether the stock beats or misses expectations.

What to look for:

Revenue vs. consensus estimates
EPS vs. consensus estimates
Full-year guidance changes
Unusual items or one-time charges

Item 5.02: Executive Departures

When a CEO, CFO, or other key executive leaves, companies must file within four days. The 8-K reveals whether it was planned (retirement) or sudden (resignation, termination).

Why it matters: Leadership changes signal strategy shifts, problems, or opportunities. Unexpected departures are often red flags.

What to look for:

Was the departure "mutual" or was there conflict?
What's the severance package?
Who's the interim replacement?
Any explanation for the departure?

Item 1.01 / 2.01: Acquisitions

Material acquisitions require disclosure—both when agreed (Item 1.01: definitive agreement) and when closed (Item 2.01: completion).

Why it matters: Acquisitions reshape companies. The terms determine whether it's accretive or dilutive to shareholders.

What to look for:

Purchase price and how it's being paid (cash, stock, debt)
Expected synergies and timeline
Financing commitments
Regulatory approval requirements

Item 1.05: Cybersecurity Incidents

Starting in 2023, material cybersecurity incidents require 8-K disclosure within four business days. This is a relatively new requirement.

Why it matters: Cyber breaches can cost millions in remediation, damage customer trust, and trigger regulatory action.

What to look for:

Nature and scope of the incident
Data compromised (customer data, financial info, intellectual property)
Expected financial impact
Whether the incident is ongoing

Item 2.05: Restructuring

Layoffs, plant closures, and reorganizations get disclosed here. These filings often include estimated costs and timelines.

Why it matters: Restructuring can signal trouble (cutting costs to survive) or optimization (streamlining for efficiency).

What to look for:

Number of employees affected
Total expected charges
Savings expected after restructuring
Timeline for completion

How to Read an 8-K

8-Ks follow a standard format:

Cover Page

Company name and ticker
Date of report (when event occurred)
Date of filing (when filed with SEC)
Item numbers covered

Body

Each applicable Item number gets a section explaining what happened. The language is usually a combination of:

Plain-English description
Legal boilerplate
Forward-looking statement disclaimers

Exhibits

The good stuff is often in the exhibits:

99.1: Usually the press release or detailed announcement
10.1: Material contracts (acquisition agreements, loan docs)
Other numbered exhibits: Supporting documents

Pro tip: Always check the exhibits. The main 8-K text might be generic, but the attached press release or agreement has the details.

8-K vs. Press Release: Which Comes First?

Companies have flexibility in how they sequence announcements:

Pattern 1: 8-K First

Company files 8-K, attaches press release as exhibit. News hits EDGAR before press wires.

Common for: Earnings releases, executive changes, technical matters

Pattern 2: Press Release First

Company issues press release on Business Wire/PR Newswire, then files 8-K shortly after.

Common for: Strategic announcements, M&A deals

Pattern 3: Simultaneous

Press release and 8-K hit at approximately the same time.

Common for: Well-orchestrated announcements

For investors: Monitoring the live filings feed catches 8-Ks regardless of sequence. Sometimes you'll see material news on EDGAR before it hits mainstream news.

Filed vs. Furnished: Why It Matters

Some 8-K items are "filed" and others are "furnished." The distinction matters legally:

Filed Items

Become part of the company's official SEC record
Subject to liability under Section 18 of the Securities Exchange Act
Can be incorporated by reference into registration statements

Furnished Items (Most Common: 2.02 and 7.01)

Not technically "filed" with the SEC
Reduced liability—only actionable if fraudulent
Companies prefer furnishing to reduce legal exposure

Earnings releases (Item 2.02) and Reg FD disclosures (Item 7.01) are typically furnished, not filed. This gives companies more flexibility in forward-looking statements.

Filing Deadlines

Most 8-K items must be filed within four business days of the triggering event. But there are exceptions:

Item	Deadline
Most items	4 business days
Item 4.01 (auditor change)	4 business days
Item 4.02 (restatement)	4 business days
Item 5.07 (shareholder vote results)	4 business days after meeting
Item 7.01 (Reg FD)	Promptly (same day common)

Missing the deadline triggers SEC scrutiny and looks bad to investors. A pattern of late 8-Ks suggests internal control problems.

Red Flags in 8-Ks

Some 8-K filings deserve immediate attention:

Red Flag	What It Might Mean
Item 4.02: Non-reliance on financials	Prior numbers were wrong; restatement coming
Item 4.01: Auditor resignation	Possible disagreement over accounting
Item 2.04: Debt acceleration	Covenant violations, cash crunch
Item 3.01: Delisting notice	Exchange compliance problems
Item 5.02: Sudden CFO departure	Financial issues possible
Item 1.05: Ongoing cyber incident	Uncontained breach, uncertain damage
Item 2.06: Material impairment	Overpaid for acquisition, assets worth less

Any of these filings warrants immediate research into what's happening.

How to Track 8-K Filings

Earnings Feed

Track 8-Ks on Earnings Feed with:

Real-time updates as filings hit EDGAR
Filtering by company or date
Watchlist alerts for companies you follow
Mobile-friendly interface for on-the-go monitoring

SEC EDGAR

Search for Form 8-K directly on SEC EDGAR. It's complete but harder to navigate.

Company Investor Relations

Most companies post 8-Ks on their IR website, though often with a delay.

Building an 8-K Monitoring Process

For serious investors, here's a systematic approach:

Daily Check

Review the live filings feed for 8-Ks from watchlist companies
Scan for Item 2.02 (earnings) and Item 5.02 (executive changes)
Read any 8-K from a company you own within 24 hours

Earnings Season

During earnings season (weeks following quarter end):

Watch for Item 2.02 filings from portfolio companies
Compare reported numbers to consensus estimates
Read the full press release in Exhibit 99.1
Note any guidance changes

Event-Driven Research

When researching a potential investment:

Review all 8-Ks from the past 12 months
Look for patterns: frequent restructuring? Executive turnover?
Note any Item 1.01 material agreements
Check for Item 4.01/4.02 auditor issues

8-K Amendments (8-K/A)

Sometimes companies file an amended 8-K (Form 8-K/A) to:

Correct errors in the original
Add information that wasn't available initially
Include financial statements for acquisitions (required within 71 days)

Amendments after acquisition announcements are common—the original 8-K might have the deal terms, with financial details following later.

Summary

The 8-K is the SEC's mechanism for timely disclosure of material events. For investors, it's often the first place to find market-moving news.

Key takeaways:

8-Ks are event-driven—filed within 4 business days of something significant
Item numbers tell you what type of event occurred
The exhibits often contain more detail than the filing itself
Some 8-Ks are red flags: auditor changes, restatements, debt problems
Earnings releases (Item 2.02) are the most common market-moving 8-Ks

Make checking 8-Ks part of your research routine. A few minutes daily can alert you to important developments before they become common knowledge.

Track 8-Ks in Real Time

Never miss a material event. Create a free watchlist on Earnings Feed and see 8-K filings the moment they hit EDGAR.

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