8-K

What is an '8-K'

An 8-K is a report of unscheduled material events or corporate changes at a company that could be of importance to the shareholders or the Securities and Exchange Commission (SEC). Also known as a Form 8-K, the report notifies the public of events reported including acquisition, bankruptcy, resignation of directors or a change in the fiscal year.

BREAKING DOWN '8-K'

As opposed to the annual reporting of Form 10-K and the quarterly reporting of Form 10-Q, public companies utilize Form 8-K as needed. An 8-K is required to announce major events relevant to shareholders.

8-K Timing Requirements

Businesses have four business days to file an 8-K for most specified items. One exception to this are Regulation Fair Disclosure (FD) requirements in Section 9 in the Investor Bulletin reporting requirements. Regulation FD requirements may be due earlier than four business days. An organization must determine if the information is material and submit the report to the SEC. The SEC makes the reports available through an electronic data gathering, analysis, and retrieval (EDGAR) platform.

Sections of an 8-K

The SEC outlines the various situations that require the usage of Form 8-K. There are nine sections within the Investor Bulletin. Each of these sections may have anywhere from one to eight subsections. The most previous adjustment to Form 8-K disclosure rules occurred in 2004.

Examples of Required Disclosures

The SEC requires disclosure for numerous changes relating to a registrant's business and operations. This includes changes to a material definitive agreement or the bankruptcy of an entity. Financial information disclosure requirements include the completion of an acquisition, changes in the financial condition of an entity, disposal activities, and material impairments. The SEC mandates filing an 8-K for delisting of stock, failure to meet listing standards, unregistered sales of securities, and material modifications to shareholder rights.

An 8-K is required when a business changes accounting firms used for certification. Changes in corporate governance such as changes in control of the registrant, amendments to the articles of incorporation or bylaws, changes in the fiscal year and amendments to the registrant's code of ethics are also required to be disclosed. It also requires a report upon the election, appointment or departure of a director or certain officer. The use of Form 8-K is required to report changes related to asset-backed securities. Regulation FD requirements are also required.

Form 8-K reports may be issued based on other events up to the company's discretion that the registrant considers to be of importance to security holders.

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