How do you read an 8-K filing?
A Form 8-K is the current report a US public company files when a major event happens, such as a deal, an executive change or a bankruptcy. Most 8-K disclosures are due within 4 business days of the event (SEC investor bulletin). Read the item numbers first, then the exhibits.
What is a Form 8-K?
An 8-K reports events between the quarterly and annual reports. The SEC says the information it requires is generally considered material, meaning a reasonable investor would likely consider it important to an investment decision (SEC investor bulletin). Foreign private issuers file Form 6-K instead (Proskauer).
When must an 8-K be filed?
Within 4 business days of the triggering event for most items. The SEC set that deadline in 2004, replacing earlier deadlines of 5 business days or 15 calendar days depending on the event (SEC Release 33-8400). The 4-day deadline does not apply to Regulation FD disclosures under Item 7.01 or voluntary disclosures under Item 8.01, and some disclosures are due sooner (SEC Release 33-8400).
Item 1.05, for material cybersecurity incidents, runs on its own clock: 4 business days from the date the company determines the incident is material. It took effect on 18 December 2023 (Hunton).
Which 8-K items matter most?
The item number on the cover tells you the event. These carry the most signal for research:
| Item | Event | What to look for |
|---|---|---|
| 1.01 | Entry into a material definitive agreement | Counterparty, term, amounts; the agreement itself is often an exhibit |
| 1.03 | Bankruptcy or receivership | Court, chapter and date |
| 1.05 | Material cybersecurity incident | Nature, scope and timing of the incident and its likely impact |
| 2.01 | Completion of an acquisition or disposition of assets | Price, what was bought or sold, financing |
| 2.02 | Results of operations and financial condition | The earnings press release, usually Exhibit 99.1 |
| 4.01 | Change in the certifying accountant | Whether the auditor resigned or was dismissed, and any disagreements |
| 4.02 | Non-reliance on previously issued financial statements | Which periods are affected and why; a restatement warning |
| 5.02 | Departure or election of directors and officers | Who left, whether over a disagreement, and pay terms of new officers |
| 5.07 | Shareholder vote results | Votes for and against each proposal |
| 7.01 and 8.01 | Regulation FD disclosure and other events | Investor presentations, voluntary announcements |
| 9.01 | Financial statements and exhibits | The list of attached documents |
Item names from SEC filing digests (SEC), the SEC investor bulletin (SEC) and Hunton on Item 1.05 (Hunton).
Step 1. Read the cover page and the item list
Note the date of the event, which can differ from the filing date, and every item number reported. An 8-K that reports Item 4.02 or Item 4.01 next to Item 5.02 deserves a closer read than one reporting only Item 7.01.
Step 2. Read the item text
The body is usually short. Read it in full for 1.01, 2.01, 4.01, 4.02 and 5.02. For an auditor change under 4.01, look for the statement on disagreements; for a departure under 5.02, look for whether the director left over a disagreement with the company (SEC Release 33-8400).
Step 3. Open the exhibits
Item 9.01 lists the exhibits. Press releases, usually Exhibit 99.1, carry the earnings figures and deal headlines. Material agreements, often Exhibit 10, hold the terms the press release leaves out. Read the agreement for change-of-control clauses, covenants and termination fees.
Step 4. Check for amendments
An 8-K/A amends an earlier 8-K. Companies file one to add final vote counts, financial statements of an acquired business, or new facts about an incident. Read the original and the amendment together.
How do you search 8-K filings?
Use SEC EDGAR. Company search lists every 8-K one company has filed; filter the form type to 8-K. EDGAR full-text search covers the text of electronic filings since 2001 (SEC), so you can search a phrase such as "non-reliance" or "material definitive agreement" across all companies and filter by form type and date. The best free tools to search SEC filings compares alerts and other options.
Where does Tamarly Intelligence help?
Tamarly Intelligence is Tamarly's research platform on companies, funds, countries and markets, built from official filings and open data. It reads SEC EDGAR filings, keeps a deals database built from SEC merger filings and links every figure to the filing it came from. Its news Wall refreshes every 15 minutes. For private fundraising, which does not appear in 8-Ks, see how to read a Form D filing.
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Frequently asked questions
How long does a company have to file an 8-K?
4 business days after the triggering event for most items (SEC Release 33-8400). Regulation FD disclosures may be due sooner, and voluntary Item 8.01 disclosures have no fixed deadline.
What is the most important 8-K item?
It depends on the question, but Item 4.02, non-reliance on previously issued financial statements, is among the most serious because it warns that past financial statements should no longer be relied on. Items 1.03, 4.01 and 5.02 also deserve a close read.
What is the difference between an 8-K and a 10-K?
A 10-K is the annual report, filed once a year with audited financial statements. An 8-K is filed whenever a reportable event happens, usually within 4 business days. See how to read a 10-K quickly.
About the author. Melvine Manchau is the founder of Tamarly and author of the Tamarly Newsletter. He previously worked at PwC, Salesforce, BlackRock/eFront and Lazard.
About Tamarly Research. Tamarly Research is part of Tamarly Media, which holds no investment positions. Tamarly is a New York research house that studies how AI is changing regulated institutions.