🤔 What Is an 8-K Filing?
Think of 8-K filings as a company's "breaking news" reports. While annual reports (10-K) and quarterly reports (10-Q) come on a schedule, an 8-K is filed whenever something important happens that investors need to know about right away. The SEC calls these "current reports" because they cover current, unscheduled events.
Companies are required to file an 8-K within four business days of a triggering event. That makes 8-K filings one of the fastest ways to get official, verified information about major changes at a company - often before the financial news media has time to fully analyze what happened.
💡 Why Should You Care?
If you own stock in a company or are thinking about buying, 8-K filings tell you about events that could significantly affect the stock price. A CEO resignation, a major acquisition, or a financial restatement can all appear in an 8-K before the news hits your social media feed. For background on other types of SEC filings, check out our guide to SEC filings and CIK numbers.
📋 Understanding 8-K Item Numbers
Every 8-K filing uses a standardized numbering system to categorize the type of event being reported. These item numbers are grouped into sections. Here are the ones that matter most for retail investors:
🏢 Section 1: Business & Operations
Item 1.01 - Entry into a Material Agreement
The company signed a major contract, partnership, or deal. This could be a new supplier agreement, licensing deal, or joint venture. If the agreement is significant enough to affect the company's future revenue or operations, it gets reported here.
Item 1.02 - Termination of a Material Agreement
The flip side - a major contract or agreement has ended. This could be a lost customer, a broken partnership, or a canceled deal. Pay attention to why it was terminated and what it means for revenue.
Item 1.03 - Bankruptcy or Receivership
The company has filed for bankruptcy or entered receivership. This is a major red flag and typically signals severe financial distress.
💰 Section 2: Financial Information
Item 2.01 - Completion of Acquisition or Disposition
The company bought or sold a significant business unit or asset. Acquisitions can signal growth ambitions, while dispositions may mean the company is streamlining or raising cash.
Item 2.02 - Results of Operations and Financial Condition
This is where earnings announcements and financial results are disclosed. When a company reports quarterly or annual earnings, it often files an 8-K under this item. This is one of the most common and market-moving 8-K items.
Item 2.05 - Costs Associated with Exit or Disposal Activities
The company is closing a facility, laying off employees, or restructuring. These filings often precede significant changes in the company's operations.
Item 2.06 - Material Impairments
The company has determined that an asset (like goodwill from an acquisition) is worth less than what is on the books. This write-down reduces reported earnings and can signal that a previous deal did not work out as planned.
📈 Section 3: Securities & Trading
Item 3.01 - Notice of Delisting or Transfer
The company's stock may be removed from its exchange (NYSE, NASDAQ). This is a serious warning sign that can make shares much harder to buy and sell.
Item 3.03 - Material Modification to Rights of Security Holders
Changes to shareholder rights, such as dividend policy changes or new restrictions on voting. These can directly affect the value of your shares.
👥 Section 5: Corporate Governance
Item 5.02 - Departure/Appointment of Directors or Officers
A key executive (CEO, CFO, board member) has left or been replaced. Leadership changes can have a huge impact on a company's direction. Pay attention to whether the departure was voluntary or forced, and who the replacement is.
Item 5.03 - Amendments to Articles of Incorporation or Bylaws
Changes to the company's governing documents. Sometimes routine, but can also signal major shifts like anti-takeover provisions or changes to shareholder voting rights.
Item 5.07 - Submission of Matters to a Vote
Results from shareholder meetings and votes. Shows whether shareholders approved major proposals like executive compensation plans, mergers, or board elections.
📊 Sections 7 & 8: Regulatory & Other
Item 7.01 - Regulation FD Disclosure
Information the company is making public to comply with fair disclosure rules. This often includes investor presentations, press releases, or guidance that was previously shared only with select analysts.
Item 8.01 - Other Events
A catch-all for events the company considers important but that do not fit neatly into other categories. Companies often use this to voluntarily disclose information like share buyback programs, litigation updates, or strategic announcements.
📖 How to Actually Read an 8-K (Step by Step)
Reading an 8-K is much easier than reading a 10-K or an S-1. Most 8-K filings are only a few pages long. Here is a simple process:
Check the Item Number
Look at which item numbers are listed. This immediately tells you what category of event occurred. An 8-K can cover multiple items in a single filing.
Read the Description
Under each item number, the company provides a narrative description of what happened. This is usually written in plain(ish) English and is much shorter than other SEC filings - often just a few paragraphs.
Check the Exhibits
Many 8-K filings include exhibits - attached documents like press releases, contracts, or financial statements. The press release exhibit (usually Exhibit 99.1) is often the most readable and informative part of the filing.
Ask "So What?"
The most important step. Think about how this event affects the company's future earnings, growth prospects, or risk profile. A new CEO might be exciting or concerning depending on the circumstances. A major acquisition could be transformative or reckless depending on the price paid.
🔍 Real-World Examples: 8-Ks That Moved Markets
Here are examples of the kinds of 8-K filings that have historically had significant impacts on stock prices, to help you understand why monitoring them matters:
📈 Positive 8-K Events
- Earnings Beat (Item 2.02): Company reports revenue and profits above analyst expectations, often leading to a stock price jump.
- Major Contract Win (Item 1.01): Company lands a multi-year deal with a large customer, signaling future revenue growth.
- Strategic Acquisition (Item 2.01): Company acquires a competitor or complementary business that expands its market reach.
📉 Negative 8-K Events
- CEO Departure (Item 5.02): An unexpected resignation of the CEO can create uncertainty and cause the stock to drop.
- Earnings Miss (Item 2.02): Revenue or earnings below expectations, especially with lowered guidance for the future.
- Delisting Notice (Item 3.01): The stock exchange warns the company it may be removed from the exchange - a serious red flag for investors.
🌐 Where to Find 8-K Filings
There are several ways to access 8-K filings:
🏛️ SEC EDGAR Database
The official source. Visit EDGAR, search for a company by name or CIK number, and filter for "8-K" filings. All filings are free to access. To learn more about navigating EDGAR, read our guide on the SEC in plain English.
🤖 Stockadora Material Event Intelligence
We monitor 8-K filings automatically and use AI to summarize the most important ones in plain English. Instead of reading dense legal language, you get clear explanations of what happened and why it matters. Visit our Material Event Intelligence page to see the latest.
📱 Company Investor Relations Pages
Most public companies host their SEC filings on their investor relations website. Search for "[company name] investor relations" to find their page.
🎯 Tips for Retail Investors
Here is how to make 8-K filings work for you as an everyday investor:
⚡ Focus on What Matters
Not all 8-K filings are equally important. Prioritize Items 1.01 (new agreements), 2.01 (acquisitions), 2.02 (earnings), and 5.02 (leadership changes). These have the biggest potential impact on stock prices.
📅 Check the Timing
8-K filings released after market hours or on Fridays sometimes contain bad news. Companies occasionally time negative disclosures to minimize immediate market reaction. Be especially attentive to weekend and holiday filings.
🔗 Read the Exhibits
The press release attached as an exhibit is often easier to read than the 8-K itself. It is written for a broader audience and usually highlights the key facts and figures the company wants you to know.
🧩 Look for Patterns
A single 8-K might not tell the whole story. Multiple 8-K filings over a short period - like several executive departures - can signal deeper problems that any single filing might not reveal on its own.
🚀 Let Stockadora Do the Heavy Lifting
Thousands of 8-K filings are submitted to the SEC every week. Manually monitoring them for every company in your portfolio would be a full-time job. That is why we built our Material Event Intelligence platform.
Stay informed about material events
Our AI reads and summarizes 8-K filings so you can quickly understand what happened and whether it matters for your investments.
Important Disclaimer
This content is AI-generated and for educational purposes only. The information provided about 8-K filings is based on publicly available SEC rules and general knowledge. This is not financial advice - always conduct your own research and consult with qualified financial advisors before making investment decisions. Past examples of market-moving events are illustrative and do not predict future outcomes.
💡 Key Takeaways
Remember This
8-K filings are "breaking news" reports that companies must file within four business days of a significant event - making them one of the fastest sources of official corporate information.
Item numbers tell you the category of event: financial results (2.02), leadership changes (5.02), acquisitions (2.01), and new agreements (1.01) are the most market-moving categories.
8-K filings are typically short and readable - much easier to digest than annual reports or IPO filings. Start with the exhibits (especially press releases) for the clearest summary.
Monitoring 8-K filings for companies you own or are researching gives you an information advantage - you will often know about major changes before they become mainstream news.