Form 8-K

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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. [1]

Contents

Academic researchers make this report metadata available as structured datasets in the Harvard Dataverse. [2] [3]

When Form 8-K is required

Form 8-K is used to notify investors of a current event. [4] These types of events include:

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 8K

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 8K items

The 8-K items are defined in the following table. [5]

Section 1Registrant's Business and Operations
Item 1.01Entry into a Material Definitive Agreement
Item 1.02Termination of a Material Definitive Agreement
Item 1.03Bankruptcy or Receivership
Item 1.04Mine Safety - Reporting of Shutdowns and Patterns of Violations
Section 2Financial Information
Item 2.01Completion of Acquisition or Disposition of Assets
Item 2.02Results of Operations and Financial Condition
Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.04Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Item 2.05Costs Associated with Exit or Disposal Activities
Item 2.06Material Impairments
Section 3Securities and Trading Markets
Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.02Unregistered Sales of Equity Securities
Item 3.03Material Modification to Rights of Security Holders
Section 4Matters Related to Accountants and Financial Statements
Item 4.01Changes in Registrant's Certifying Accountant
Item 4.02Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
Section 5Corporate Governance and Management
Item 5.01Changes in Control of Registrant
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.04Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
Item 5.05Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics
Item 5.06Change in Shell Company Status
Item 5.07Submission of Matters to a Vote of Security Holders
Item 5.08Shareholder Director Nominations
Section 6Asset-Backed Securities
Item 6.01ABS Informational and Computational Material
Item 6.02Change of Servicer or Trustee
Item 6.03Change in Credit Enhancement or Other External Support
Item 6.04Failure to Make a Required Distribution
Item 6.05Securities Act Updating Disclosure
Section 7Regulation FD
Item 7.01Regulation FD Disclosure
Section 8Other Events
Item 8.01Other 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.)
Section 9Financial Statements and Exhibits
Item 9.01Financial Statements and Exhibits

Historical Form 8K items

Prior to August 23, 2004, [6] 8-K items were filed under different item numbers. Those historical items are displayed in the table below.

Item 1Changes in Control of Registrant
Item 2Acquisition or Disposition of Assets
Item 3Bankruptcy or Receivership
Item 4Changes in Registrant's Certifying Accountant
Item 5Other Events
Item 6Resignation of Registrant's Directors
Item 7Financial Statements and Exhibits
Item 8Change in Fiscal Year
Item 9Regulation FD Disclosure
Item 10Amendments to the Registrant's Code of Ethics
Item 11Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
Item 12Results of Operations and Financial Condition

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References

  1. ↑ For a list of events that would trigger a Form 8-K to be filed, see the Official SEC Form 8-K Summary, briefly below, and this fully annotated Form 8-K, which contains links to all rules and SEC guidance applicable to the form.
  2. ↑ Balogh, Attila (3 May 2024). "Layline corporate filings dataset". Harvard Dataverse. doi:10.7910/DVN/WACGV5 . Retrieved 3 May 2024.
  3. ↑ "Layline Dataverse".
  4. ↑ Lopez, Erik (October 3, 2015). "The Ultimate Annotated Form 8-K". The M&A Lawyer Blog. Jasso Lopez PLLC. Retrieved October 5, 2015.
  5. ↑ "Form 8-K" (PDF). Form 8-K. Retrieved 8 July 2024.PD-icon.svg This article incorporates text from this source, which is in the public domain .
  6. ↑ "Final Rule: Additional Form 8-K Disclosure Requirements and Acceleration of Filing Date" . Retrieved 24 January 2020.
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