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.

Understanding an 8-K

An 8-K is required to announce major events relevant to shareholders. Businesses have four business days to file an 8-K for most specified items.

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.

One exception to this are Regulation Fair Disclosure (Reg FD) (Reg FD) requirements in Section 9 in the Investor Bulletin reporting requirements. Reg 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 the Electronic Data Gathering, Analysis and Retrieval (EDGAR) platform.

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 8-K 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.

Key Takeaways

  • The SEC requires companies to file an 8-K to announce major events relevant to shareholders.
  • Companies have four business days to file an 8-K for most specified items.
  • Unlike the annual reporting of Form 10-K and the quarterly reporting of Form 10-Q, public companies use Form 8-K as needed.

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 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.

The SEC also requires a report upon the election, appointment, or departure of a director or certain officers. 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 shareholders.