8-K Filings Explained: The Early Warning System for Investors
Learn what triggers an 8-K filing, how to read them, and why they're often the first sign of major company news.
When something important happens at a public company between earnings reports, it usually shows up in one place first: Form 8-K.
CEO resigns? 8‑K. Big acquisition signed? 8‑K. Debt covenant breached, major customer lost, cybersecurity incident disclosed? 8‑K.
For investors, 8‑Ks are the market’s early warning system. They’re often the first official hint that the story has changed—and they can move a stock 10–20% in a single day.
This guide is about treating 8‑Ks like a working tool instead of a mystery form: what they are, what triggers them, which ones actually move prices, and how to build a simple monitoring process around them.
What Is an 8‑K?
Form 8‑K is the SEC’s “current report”. It’s how U.S. public companies disclose material events that happen between their scheduled 10‑Q and 10‑K filings.
A few key points:
- It’s event‑driven, not calendar‑driven.
- Most items must be filed within four business days of the triggering event.
- Every company registered with the SEC uses the same basic structure.
- Some companies file only a few 8‑Ks per year; others file dozens.
Think of 10‑Ks and 10‑Qs as the official story the company tells once or four times a year. 8‑Ks are the interrupts—the things that can’t wait.
What Triggers an 8‑K?
The SEC doesn’t leave this vague. It defines a list of Items, each covering a specific type of event. When one of those events happens, an 8‑K gets triggered.
You don’t need to memorize the entire list, but it helps to know the major buckets.
Business and Operations
These items cover big changes in how the business operates:
| Item | What It Covers | Example |
|---|---|---|
| 1.01 | Entry into a material agreement | Signing a major customer contract or acquisition agreement |
| 1.02 | Termination of a material agreement | Losing a key customer; major partnership ends |
| 1.03 | Bankruptcy or receivership | Chapter 11 filing |
| 1.05 | Material cybersecurity incidents | Significant data breach, ransomware attack |
Mining companies also have Item 1.04 for mine safety matters, but most investors see it rarely.
Financial Condition and Results
These are the ones that tend to show up in headlines:
| Item | What It Covers | Example |
|---|---|---|
| 2.01 | Completion of acquisition or disposition | Closing a merger; selling a business unit |
| 2.02 | Results of operations and financial condition | Quarterly earnings release |
| 2.03 | Creation of a direct financial obligation | New credit facility or bond issue |
| 2.04 | Triggering events that accelerate obligations | Loan default; covenant breach |
| 2.05 | Exit or restructuring activities | Layoffs; plant closures |
| 2.06 | Material impairments | Writing down goodwill or other assets |
Securities, Governance, and Accounting
These items live more in the “plumbing” of the public company:
| Area | Why It Matters |
|---|---|
| 3.01 – Delisting notices | Problems meeting exchange listing requirements. |
| 3.02 – Unregistered sales of equity | Dilution from private placements or other issuances. |
| 4.01 – Changes in accountant | New audit firm; can signal disagreements or issues. |
| 4.02 – Non‑reliance on financial statements | Company is effectively saying “previous numbers were wrong.” |
| 5.01–5.08 – Governance items | Control changes, executive departures, bylaw changes, vote results, etc. |
There are also Items 7.01 (Reg FD disclosures) and 8.01 (catch‑all “other events”), which companies use when something important doesn’t fit neatly into another category.
The 8‑Ks That Actually Move Stocks
Not all 8‑Ks are created equal. Some are routine housekeeping. Others are “stop what you’re doing and read this now.”
Here are the ones investors typically treat as high‑priority.
Earnings Releases – Item 2.02
Most U.S. companies now report quarterly results via an 8‑K under Item 2.02. The filing usually attaches the earnings press release as Exhibit 99.1.
This is often the first place you see:
- Revenue and EPS for the quarter.
- Guidance for future periods.
- Commentary on demand, margins, and one‑off items.
By the time the earnings call starts, the 8‑K has already told you what the market is reacting to.
Executive Changes – Item 5.02
When a CEO, CFO, or other key executive resigns, retires, is terminated, or is appointed, the company files an 8‑K under Item 5.02.
These filings can be bland (“long‑planned retirement”) or loaded (“terminated without cause,” “disagreement with the company”). Reading the actual wording matters.
Investors care about:
- Whether the change was expected or a surprise.
- Any language hinting at disagreement or issues.
- The background and track record of any replacement.
M&A and Major Deals – Items 1.01 and 2.01
Large acquisitions and divestitures usually show up twice:
- Item 1.01 when a definitive agreement is signed.
- Item 2.01 when the transaction closes.
M&A 8‑Ks tell you:
- The price and structure (cash, stock, debt).
- Key terms and closing conditions.
- High‑level rationale management is selling to investors.
Sometimes the first real detail on a deal is buried in the exhibits to one of these 8‑Ks.
Cybersecurity Incidents – Item 1.05
Under rules adopted in 2023, companies must disclose material cybersecurity incidents on Form 8‑K under Item 1.05.
You’re looking for:
- What systems or data were impacted.
- Whether the incident is contained or ongoing.
- Expected operational and financial impact.
For companies that rely on customer trust or critical infrastructure, these filings can be a big deal.
Restructurings and Impairments – Items 2.05 and 2.06
Layoffs, plant closures, and other restructuring moves land under Item 2.05. Material write‑downs of assets go under Item 2.06.
These events can mean:
- Management is finally addressing known problems (a positive).
- The original strategy has failed (a negative).
- Cost structure is being reset for a different future.
Context—especially what’s said in earnings calls and 10‑Qs—matters a lot here.
How to Read an 8‑K Without Getting Lost
Most 8‑Ks follow the same basic shape:
1. Cover Page
The cover page gives you:
- Company name and ticker.
- Date of report (when the event occurred).
- Date of filing (when the 8‑K was submitted).
- The list of Item numbers included.
Before you read anything else, glance at the Items. “2.02 and 7.01” is an earnings+guidance combo; “4.02” should immediately get your attention.
2. Item Sections
For each Item mentioned on the cover, there’s a numbered section in the body. This is where the company describes, in words, what happened.
Expect a mix of:
- Plain‑language description of the event.
- Legal boilerplate and safe‑harbor statements.
- Occasional hints that something is more serious than the headline suggests.
Read these sections slowly the first time. Over time, you’ll recognize which phrases are boilerplate and which are tells.
3. Exhibits
Many of the details live in the exhibits rather than the main text. Common examples:
- Exhibit 99.1 – Earnings press releases; detailed announcements.
- Exhibit 10.x – Material contracts (credit agreements, M&A agreements, severance deals).
- Exhibit 3.x – Charter and bylaw changes.
A good rule: if the 8‑K references an exhibit, click it. That’s usually the part management expects the media and analysts to quote.
8‑K vs. Press Release: Which Hits First?
In theory, the 8‑K is the official disclosure. In practice, companies mix and match timing:
- Sometimes the 8‑K + press release hit at the same time.
- Sometimes the press release comes first, then the 8‑K.
- Sometimes the 8‑K is first, with the press release attached as an exhibit.
If you’re watching EDGAR or a real‑time feed like Earnings Feed, you’ll see the 8‑K either at the same time or earlier than most news alerts. That’s why 8‑K monitoring is a staple for event‑driven traders and long‑only investors who don’t want to be last to know.
“Filed” vs. “Furnished”: The Subtle Legal Difference
Not every piece of information in an 8‑K is treated the same way by the SEC.
- Filed items become part of the company’s formal SEC record and carry broader liability under the securities laws.
- Furnished items are submitted to the SEC but are not “filed” for certain liability purposes.
In practice:
- Earnings releases under Item 2.02 and Reg FD information under Item 7.01 are usually furnished, not filed.
- That gives companies slightly more legal flexibility in how they phrase forward‑looking statements and commentary.
For most investors, you don’t need to obsess over this distinction—but it explains some of the legal boilerplate you’ll see at the bottom of earnings 8‑Ks.
Deadlines and Late Filings
Most 8‑K Items share a common deadline: four business days after the triggering event. A few have specialized timing, but four days is the rule of thumb.
A company that repeatedly misses 8‑K deadlines is waving a small flag about internal controls and disclosure processes. One late filing might be a clerical issue. A pattern of them is more concerning.
Red Flags Hidden in 8‑Ks
Some Items and patterns deserve immediate attention and follow‑up:
Item 4.02 – Non‑reliance on financial statements
The company is telling you prior numbers can’t be trusted and a restatement is coming.Item 4.01 – Change in accountant
Especially if the filing hints at disagreement over accounting or internal control issues.Item 2.04 – Accelerated debt obligations
Covenant breaches, defaults, or other events that could turn into a liquidity crisis.Item 3.01 – Delisting notices
Problems meeting exchange requirements; often tied to financial distress or governance issues.Item 5.02 – Sudden CFO departure
“Effective immediately” CFO exits are a classic “pay attention” moment.Item 1.05 – Material cybersecurity incidents
Ongoing or vaguely described incidents can be riskier than the market initially assumes.
None of these are automatic “sell” signals by themselves. But each is a strong reason to read closely, cross‑check other filings, and rethink your thesis if needed.
How to Track 8‑Ks Without Losing Your Mind
You don’t want to manually refresh EDGAR all day. A few tools make monitoring manageable.
Earnings Feed: Real‑Time, Watchlist‑Driven
Earnings Feed’s 8‑K hub and live filings feed give you:
- 8‑Ks in real time as they hit EDGAR.
- Filters by ticker, industry, exchange, and form type.
- A watchlist view so you only see filings from names you actually care about.
- A mobile‑friendly interface, so you can check 8‑Ks from your phone.
For most investors, this becomes the daily “what happened?” tab.
SEC EDGAR: The Source of Truth
For deeper work, you’ll still use EDGAR:
It’s clunky, but complete. If something feels off in a summary, this is where you verify.
Investor Relations Sites
Most companies mirror their 8‑Ks on their own investor relations pages. That’s handy for company‑by‑company research, less so for broad monitoring.
Building an 8‑K Habit
A simple, sustainable process might look like this:
Daily or a Few Times a Week
- Open your Earnings Feed watchlist and scan recent 8‑Ks.
- Read any Item 2.02 (earnings) or 5.02 (key executive changes) from companies you own.
- Skim other 8‑Ks for your names to see if anything structural is changing (new agreements, restructurings, impairments).
Around Earnings Season
- Watch for 8‑Ks with Item 2.02 from your portfolio.
- Read the attached Exhibit 99.1 earnings releases.
- Note changes to guidance, margins, and any one‑off items they highlight.
When You’re Researching a New Name
- Pull the last 12 months of 8‑Ks.
- Look for patterns: constant restructuring, frequent leadership churn, repeated covenant issues, lots of “other events” without much clarity.
- Line those events up with the stock chart and fundamentals to see how management reacts under stress.
Done consistently, this takes minutes per day and dramatically reduces the odds of being blindsided by company‑specific news.
Summary
8‑Ks are where the real‑time story of a public company lives. They’re short, they’re structured, and they show up when something important happens.
If you take nothing else from this guide:
- 8‑Ks are event‑driven, typically filed within four business days.
- The Item numbers tell you the category of event at a glance.
- The exhibits often contain more practical detail than the main text.
- Certain Items—earnings, executive departures, auditor changes, restatements, debt problems—deserve immediate attention.
- Building a simple monitoring habit around 8‑Ks gives you an edge over investors who only look at quarterly reports.
You don’t have to read every 8‑K in the market. You do want to see every 8‑K for the companies you actually care about.
Track 8‑Ks in Real Time
If you’d like 8‑Ks to come to you instead of hunting them down:
- Create a free watchlist on Earnings Feed and get 8‑K filings for your names as they hit EDGAR.
- Browse the dedicated 8‑K filings page when you want to see what’s happening across the market today.
- When something big shows up—an earnings surprise, an unexpected departure, a restatement—use the 8‑K as your starting point for deeper research.
8‑Ks are already public. The question is whether you see them in time for them to matter.