What the 8-K items mean

Lesson 2 of 6

Agreements, bankruptcy and cybersecurity (Section 1)

Item 1.01 · Entry into a Material Definitive Agreement

The company signed a material agreement outside its ordinary course of business, or materially changed one. The SEC's examples include a five-year bank loan and a long-term lease.

The filing has to describe the agreement's material terms; pointing to the contract alone isn't enough. The contract itself is often attached as an exhibit. Source 1 Source 2 Source 3

Item 1.02 · Termination of a Material Definitive Agreement

A material agreement was terminated before its scheduled end. The SEC's example is a supplier whose main long-term contract is ended early by the customer. An agreement that simply reaches its end date generally doesn't trigger this item.

The filing names the parties, describes the agreement and why it ended, and lists any material penalties for ending it early. Source 1 Source 2 Source 3

Item 1.03 · Bankruptcy or Receivership

The company or its parent entered bankruptcy or receivership, for example a Chapter 11 reorganization or a Chapter 7 liquidation case.

Later 8-Ks may describe the plan of reorganization or liquidation. Those plans say what happens to each class of security, including whether existing shares would be canceled. Source 1 Source 2

Item 1.05 · Material Cybersecurity Incidents

The company determined that a cybersecurity incident is material. The four business days run from that determination, which has to be made without unreasonable delay, not from the day the incident happened.

The item describes the incident's nature, scope and timing and its material impact, or reasonably likely impact. Companies don't have to give technical details that would get in the way of their response. Source 3 Source 4

Lesson 3 of 6

Deals, results, debt and write-downs (Section 2)

Item 2.01 · Completion of Acquisition or Disposition of Assets

The company completed buying or selling a significant amount of assets, such as another business. The item is triggered when the deal closes, not when the contract is signed.

If the company bought a significant business, Item 9.01 may require that business's financial statements, which can come up to 71 days after the first 8-K was due. Source 3 Source 5

Item 2.02 · Results of Operations and Financial Condition

The company made public its results for a completed quarter or year, usually in an earnings release attached to the 8-K.

This information is furnished, not filed, a legal difference that limits some liability for it. The full financial statements come in the separate 10-Q or 10-K. Source 1 Source 2

Item 2.03 · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The company took on a material direct financial obligation, such as a loan or bonds, or a material obligation under an off-balance-sheet arrangement.

The filing gives the date, the amount and a brief description of the terms, including how the obligation can come due early. Source 2

Item 2.05 · Costs Associated with Exit or Disposal Activities

The company committed to a plan to exit or dispose of an activity, such as closing a facility or cutting jobs, under which it will incur material charges.

The filing estimates the total cost, the cost of each major type (such as severance or contract termination), and how much will be paid in cash. Source 2 Source 3

Item 2.06 · Material Impairments

The company concluded that it must record a material impairment: a write-down of an asset's value on its books under accounting rules.

The filing describes the assets, the facts behind the conclusion and an estimate of the charge, including any part that will mean future cash spending. Source 1 Source 2 Source 3

Items 2.02 and 7.01 are furnished, not filed, unless the company says otherwise. That's a legal difference about liability, not a sign the information matters less. Source 2

Lesson 4 of 6

Listings, auditors and restatements (Sections 3 and 4)

Item 3.01 · Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

The stock exchange told the company it no longer meets a rule for staying listed, or the company is moving or ending its listing.

A notice isn't the same as being delisted. The company may have a period to get back into compliance, and it has to disclose the steps it takes. Source 1 Source 2

Item 3.02 · Unregistered Sales of Equity Securities

The company sold its own shares or other equity securities in a deal not registered with the SEC, such as a private placement, above a size threshold set in the form.

The filing gives the date, the securities and the price, who bought them, and the exemption from registration the company relied on. Source 2

Item 4.01 · Changes in Registrant's Certifying Accountant

The company's independent auditor resigned, declined to stand for re-election or was dismissed, or the company hired a new one.

The company must say whether there were any disagreements with the former auditor on accounting or auditing matters. It asks the former auditor for a letter saying whether it agrees with what the company wrote, and files that letter as Exhibit 16. Source 1 Source 2 Source 3

Item 4.02 · Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

The company's board, a board committee or its officers concluded that financial statements it already issued should no longer be relied on because of an error, or its auditor told it so.

The filing names the periods affected and briefly describes the facts behind the conclusion. Unlike some items, this one can't wait for the next quarterly or annual report: it has to be reported on an 8-K. Source 2 Source 3

Some events can be reported in the next 10-Q or 10-K instead of an 8-K if that report is filed within the four business days. Item 4.01 and 4.02 events can't: they always need an 8-K. Source 2 Source 3

Lesson 5 of 6

People, bylaws and votes (Section 5)

Item 5.02 · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

A director left or was elected, or a top officer (the chief executive, president, chief financial officer, principal accounting officer or chief operating officer) retired, resigned, was let go or was appointed. Material changes to top officers' pay plans are reported here too.

If a director leaves over a disagreement with the company, the company has to describe it, and the director can respond in a letter filed as an exhibit. Source 2 Source 3

Item 5.03 · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The company amended its articles of incorporation or bylaws in a way it hadn't already proposed in a proxy statement, or it changed its fiscal year.

The filing gives the effective date and describes what changed. Source 2

Item 5.07 · Submission of Matters to a Vote of Security Holders

Shareholders voted at an annual or special meeting. The company reports the results within four business days after the meeting.

The results list the votes for, against or withheld, abstentions and broker non-votes on each matter, including each director's election. Source 1 Source 2

Lesson 6 of 6

Disclosures and attachments (Sections 7 to 9)

Item 7.01 · Regulation FD Disclosure

The company used the 8-K to make information public under Regulation FD, which bars companies from sharing material nonpublic information with a select few, such as analysts or big investors, without making it public.

The material is often attached as an exhibit. Like Item 2.02, it is furnished, not filed. Source 2 Source 6

Item 8.01 · Other Events

A voluntary item for events the company considers important to shareholders that no other item requires it to report.

Because companies choose what goes here, the content varies a lot. Read the item text and any press release attached. Source 2 Source 5

Item 9.01 · Financial Statements and Exhibits

Lists the financial statements and exhibits attached to the 8-K, such as a press release, a contract or an auditor's letter.

It usually appears next to another item. On its own it tells you little, so open the exhibits it lists. Source 1 Source 2

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