--- title: "8-K Item Numbers Explained: What Each Code Means and How Often It Appears" description: "Every 8-K event slots into a numbered item - 2.02 is earnings, 5.02 is executive changes, 4.02 is a restatement. The full item reference, which items are furnished vs filed, and how often each one appeared across 29,000+ filings." canonical: https://insideralpha.ai/learn/8-k-item-codes date_published: 2026-08-03 date_updated: 2026-09-23 publisher: InsiderAlpha (https://insideralpha.ai) --- Canonical URL: https://insideralpha.ai/learn/8-k-item-codes Published 2026-08-03. Updated 2026-09-23. # 8-K item numbers explained When a public company files an [Form 8-K](https://insideralpha.ai/learn/what-is-a-form-8-k), the event being disclosed is slotted into a numbered **item**, and the item number lets you sort a filing before reading a word of it. An Item 2.02 is an earnings release; an Item 4.02 says the company's past financial statements can no longer be relied on. Most 8-Ks must be filed within **four business days** of the triggering event. The definitive list is the General Instructions to [Form 8-K](https://www.sec.gov/about/forms/form8-k.pdf) itself, and the numbering everyone uses today dates from [Release 33-8400, "Additional Form 8-K Disclosure Requirements and Acceleration of Filing Date"](https://www.sec.gov/rule-release/33-8400) (2004), which both added items and cut the deadline from five business days (or fifteen calendar days, depending on the item) to four. Item numbers below are quoted with the official headings from the current form. ## How often each item actually appears Across the 29,000+ 8-K filings InsiderAlpha ingested between mid-February and early August 2026, the mix looks like this. Filings often report several items at once, so the percentages overlap: *Figure: Share of 8-K filings carrying each item, across 29,012 filings ingested since February 2026. Filings usually report several items, so the bars sum past 100%.* | Item | What it announces | Share of filings | | --- | --- | --- | | 9.01 | Exhibits (rides along on most filings) | 73% | | 2.02 | Earnings | 26% | | 7.01 | Regulation FD disclosure | 25% | | 8.01 | Other events | 23% | | 5.02 | Executive and board changes | 17% | | 1.01 | Material agreements | 14% | | 5.07 | Shareholder-vote results | 12% | | 3.02 | Unregistered share sales | 6% | | 2.03 | New debt or financial obligations | 5% | | 5.03 | Charter and bylaw amendments | 4% | | 3.01 | Delisting notices | 2% | | 2.01 | Completed acquisitions | 2% | Everything else - restatements, bankruptcies, changes in control - appears on fewer than 2% of filings. When one of those rare items does show up, read the filing that day. ## 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](https://www.sec.gov/rule-release/33-11216) ([July 2023](https://www.sec.gov/newsroom/press-releases/2023-139)) 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](https://insideralpha.ai/learn/insider-trading-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"](https://www.sec.gov/rule-release/33-7881), 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"](https://www.sec.gov/rule-release/33-8176), 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](https://www.sec.gov/search-filings) without an account. ## Reading items alongside insider activity An item number tells you what happened; a [Form 4](https://insideralpha.ai/learn/sec-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](https://insideralpha.ai/learn/cluster-buying), 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](https://insideralpha.ai/filings/8-k/today). 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.*