From Surf Wiki (app.surf) — the open knowledge base

Form 8-K

U.S, Securities and Exchange Commission form

Form 8-K is a very broad form used to notify investors in United States public companies of specified events that may be important to shareholders or the United States Securities and Exchange Commission. This is one of the most common types of forms filed with the SEC. After a significant event like bankruptcy or departure of a CEO, a public company generally must file a Current Report on Form 8-K within four business days to provide an update to previously filed quarterly reports on Form 10-Q and/or Annual Reports on Form 10-K. Form 8-K is required to be filed by public companies with the SEC pursuant to the Securities Exchange Act of 1934, as amended.

Academic researchers make this report metadata available as structured datasets in the Harvard Dataverse.

When Form 8-K is required

Form 8-K is used to notify investors of a current event. These types of events include:

signing, amending or terminating material definitive agreements not made in the ordinary course of business, bankruptcies or receiverships
mine shutdowns or violations of mine health and safety laws
consummation of a material asset acquisition or sale
results of operations and financial condition, creating certain financial obligations, such as incurrence of material debt
triggering events that accelerate material obligations (such as defaults on a loan)
costs associated with exit or disposal plans (layoffs, shutting down a plant, or material change in services or outlets)
material impairments
delisting from a securities exchange or failing to satisfy listing requirements
unregistered equity sales (private placements)
modifications to shareholder rights
change in accountants
determinations that previously issued financial statements cannot be relied upon
change in control
senior officer appointments and departures
director elections and departures
amendments to certificate/articles of incorporation or bylaws
changes in fiscal year
trading suspension under employee benefit plans
amendments or waivers of code of ethics
changes in shell company status
results of shareholder votes
disclosures applicable to issuers of asset-backed securities
disclosures necessary to comply with Regulation FD
other material events
certain financial statements and other exhibits.

Investors should always read any 8-K filings that are made by companies in which they are invested. These reports are often material to the company, and frequently contain information that will affect the share price.

Reading Form 8-K

Typically an 8-K filing will only have two major parts: the name and description of the event and any exhibits that are relevant. The name and description of the event contains all the information that the company considers relevant to shareholders and the SEC. It is important to read this information, as it has been deemed "material" by the company. Any exhibits that are relevant may include financial statements, press releases, data tables, or other information that is referenced in the description of the event.

Form 8-K items

The 8-K items are defined in the following table.

Section 1	Registrant's Business and Operations	Section 2	Financial Information	Section 3	Securities and Trading Markets	Section 4	Matters Related to Accountants and Financial Statements	Section 5	Corporate Governance and Management	Section 6	Asset-Backed Securities	Section 7	Regulation FD	Section 8	Other Events	Section 9	Financial Statements and Exhibits
Item 1.01	Entry into a Material Definitive Agreement
Item 1.02	Termination of a Material Definitive Agreement
Item 1.03	Bankruptcy or Receivership
Item 1.04	Mine Safety - Reporting of Shutdowns and Patterns of Violations
Item 1.05	Cybersecurity Incidents
Item 2.01	Completion of Acquisition or Disposition of Assets
Item 2.02	Results of Operations and Financial Condition
Item 2.03	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.04	Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Item 2.05	Costs Associated with Exit or Disposal Activities
Item 2.06	Material Impairments
Item 3.01	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.02	Unregistered Sales of Equity Securities
Item 3.03	Material Modification to Rights of Security Holders
Item 4.01	Changes in Registrant's Certifying Accountant
Item 4.02	Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
Item 5.01	Changes in Control of Registrant
Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.04	Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
Item 5.05	Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics
Item 5.06	Change in Shell Company Status
Item 5.07	Submission of Matters to a Vote of Security Holders
Item 5.08	Shareholder Director Nominations
Item 6.01	ABS Informational and Computational Material
Item 6.02	Change of Servicer or Trustee
Item 6.03	Change in Credit Enhancement or Other External Support
Item 6.04	Failure to Make a Required Distribution
Item 6.05	Securities Act Updating Disclosure
Item 7.01	Regulation FD Disclosure
Item 8.01	Other Events (The registrant can use this Item to report events that are not specifically called for by Form 8-K, that the registrant considers to be of importance to security holders.)
Item 9.01	Financial Statements and Exhibits

Historical Form 8-K items

Prior to August 23, 2004, 8-K items were filed under different item numbers. Those historical items are displayed in the table below.

References

For a list of events that would trigger a Form 8-K to be filed, see the [https://www.sec.gov/answers/form8k.htm Official SEC Form 8-K Summary], briefly below, and this [https://www.themalawyer.com/ma-disclosure-annotated-form-8-k/ fully annotated Form 8-K], which contains links to all rules and SEC guidance applicable to the form.
(3 May 2024). "Layline corporate filings dataset". Harvard Dataverse.
"Layline Dataverse".
Lopez, Erik. (October 3, 2015). "The Ultimate Annotated Form 8-K". Jasso Lopez PLLC.
"Form 8-K".
"Final Rule: Additional Form 8-K Disclosure Requirements and Acceleration of Filing Date".

Info: Wikipedia Source

This article was imported from Wikipedia and is available under the Creative Commons Attribution-ShareAlike 4.0 License. Content has been adapted to SurfDoc format. Original contributors can be found on the article history page.

sec-filings

Want to explore this topic further?

Ask Mako anything about Form 8-K — get instant answers, deeper analysis, and related topics.

Research with Mako

Free with your Surf account

Content sourced from Wikipedia, available under CC BY-SA 4.0.

This content may have been generated or modified by AI. CloudSurf Software LLC is not responsible for the accuracy, completeness, or reliability of AI-generated content. Always verify important information from primary sources.

Report