Section 1 - business and operations
- 1.01 Entry into a Material Definitive Agreement -
contracts, partnerships, licensing and merger agreements outside the
ordinary course of business.
- 1.02 Termination of a Material Definitive Agreement.
Note the carve-out: expiry on a stated end date is not reportable, so a
1.02 usually means the agreement ended early.
- 1.03 Bankruptcy or Receivership.
- 1.04 Mine Safety - reporting of shutdowns and patterns
of violations, a narrow item that only mining registrants use.
- 1.05 Material Cybersecurity Incidents, added by
Release
33-11216
(July
2023) and required from December 2023. The four-business-day clock
starts when the company determines the incident is material,
not when the breach happened, and the form is explicit that the
determination must be made without unreasonable delay. Disclosure can
be delayed only if the U.S. Attorney General notifies the Commission
that immediate disclosure would pose a substantial risk to national
security or public safety.
Section 2 - financial information
- 2.01 Completion of Acquisition or Disposition of Assets
- the closing, not the announcement. The announcement was a 1.01.
- 2.02 Results of Operations and Financial Condition -
the quarterly earnings press release almost always arrives here
first.
- 2.03 Creation of a Direct Financial Obligation or an
obligation under an off-balance-sheet arrangement: new debt, credit
facilities, guarantees.
- 2.04 Triggering Events That Accelerate or Increase such
an obligation - a covenant breach or an early-amortization event. It
usually means a lender can demand money sooner than planned.
- 2.05 Costs Associated with Exit or Disposal Activities
(layoffs, restructurings) and 2.06 Material Impairments.
Both clocks start when the company makes the estimate, not when the
decision was taken.
Section 3 - securities and trading markets
- 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
- 3.02 Unregistered Sales of Equity Securities - private
placements and PIPEs: new shares issued outside a registered offering,
which dilute existing holders.
- 3.03 Material Modification to Rights of Security
Holders.
Section 4 - accountants and financial statements
- 4.01 Changes in Registrant's Certifying Accountant - an
auditor change. The item requires the company to say whether there were
disagreements, and a letter from the departing auditor is filed as an
exhibit.
- 4.02 Non-Reliance on Previously Issued Financial Statements or
a Related Audit Report or Completed Interim Review - a
restatement. Investors are told they can no longer rely on numbers the
company already published.
Section 5 - corporate governance
- 5.01 Changes in Control of Registrant.
- 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers. The single busiest governance item, and
the lettered sub-parts matter: (a) is a director resigning over a
disagreement, (b) is a departure, (d) is an election, (e) is a
compensation arrangement. A CEO or CFO exit with no successor named
reads very differently from a planned retirement filed under the same
number.
- 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
- 5.04 Temporary Suspension of Trading Under Registrant's
Employee Benefit Plans - the statutory pension-fund blackout,
during which directors and officers may not trade company equity
acquired through their service. See
blackout
periods.
- 5.05 Amendments to the Code of Ethics, or a waiver of
a provision of it. A waiver granted to a named executive officer is
worth reading.
- 5.06 Change in Shell Company Status - the item that
accompanies a reverse merger.
- 5.07 Submission of Matters to a Vote of Security
Holders - annual meeting results, including say-on-pay
tallies.
- 5.08 Shareholder Director Nominations.
Sections 6, 7, 8, and 9
- Section 6 (6.01 through 6.06) applies only to
asset-backed securities issuers. If you are reading equity filings you
will never see it.
- 7.01 Regulation FD Disclosure - information the company
wants public without the legal weight of a "filed" document. The item
exists because of
Release
33-7881, "Selective Disclosure and Insider Trading", which made
broad public disclosure the price of talking to anyone
selectively.
- 8.01 Other Events - the wildcard item where
clinical-trial results, contract wins, litigation updates and everything
uncategorizable lands. A company may use it for anything it considers
of importance to security holders, so its contents range from major
news to routine notices.
- 9.01 Financial Statements and Exhibits - the
attachments themselves, which is why it appears on nearly three of
every four filings.
"Furnished" vs "filed": why 2.02 and 7.01 are different
Items 2.02 and 7.01 are furnished rather than filed.
Furnished material is not subject to Section 18 liability and is not
automatically incorporated into the company's registration statements, which
gives companies more legal room. Item 2.02's treatment comes from
Release
33-8176, "Conditions for Use of Non-GAAP Financial Measures", the same
rulemaking that produced Regulation G, which is why an earnings release
carrying non-GAAP figures is furnished under 2.02 while the non-GAAP
reconciliation requirements still apply.
For a reader, the difference is legal weight. Promotional or preliminary
material often goes under 7.01, where it carries less liability than a filed
item such as 1.01, 4.02 or 5.02. Read a furnished investor presentation with
that in mind, and give the filed items the closer reading.
Reading the item line before you read the filing
On EDGAR, the filing index page for every 8-K lists its items above the
documents. Reading that line first sorts most filings. A filing tagged
2.02, 9.01 is a routine earnings release with the release
attached as an exhibit. 5.02, 9.01 with no press release attached
is usually a departure the company is not promoting.
4.02 on its own needs reading today. And
1.01, 2.03, 3.02, 9.01 together is a financing: an agreement was
signed, debt was created, and shares were issued off-exchange, all in one
event. You can pull any of these from
EDGAR full-text
search without an account.
Reading items alongside insider activity
An item number tells you what happened; a Form 4 tells you what insiders did
with their own money before and after it. An unexpected 5.02 following
officer purchases, or a 1.01 landing weeks after a cluster buy, is worth a closer
look. InsiderAlpha lists each 8-K with a link to the original and
cross-references it against insider buying in the same name over the preceding
six weeks - see today's 8-K filings.
Item numbers are reported as the filing itself states them; we do not read the
document or interpret what the item means for the stock.
This article is informational and is not investment advice.