Form 8-K Items explained
Each 8-K reports one or more numbered Items. The Item number tells you what kind of event the company is disclosing. Pick an Item for a plain-English explanation and the latest filings that report it.
Section 1 – Registrant's business and operations
| Item 1.01 | Entry into a Material Definitive Agreement The company signed a material agreement outside the ordinary course of business, or materially amended one. Typical examples are credit agreements, merger agreements, large supply or licensing contracts and financing arrangements. |
| Item 1.02 | Termination of a Material Definitive Agreement A material agreement was terminated other than by expiring on its stated date. The company describes the agreement, the circumstances of the termination and any material early-termination penalties. |
| Item 1.03 | Bankruptcy or Receivership A receiver, fiscal agent or similar officer was appointed for the company or its parent, or the company filed for bankruptcy protection (for example under Chapter 11). |
| Item 1.04 | Mine Safety – Reporting of Shutdowns and Patterns of Violations A mine operated by the company received an imminent-danger order or notice of a pattern of violations under the Federal Mine Safety and Health Act. |
| Item 1.05 | Material Cybersecurity Incidents The company determined that a cybersecurity incident is material. It must describe the nature, scope and timing of the incident and its material or reasonably likely material impact, generally within four business days of that determination. |
Section 2 – Financial information
| Item 2.01 | Completion of Acquisition or Disposition of Assets The company completed the acquisition or disposition of a significant amount of assets, including a business. The report covers the date, the assets, the counterparty and the consideration. |
| Item 2.02 | Results of Operations and Financial Condition The company publicly announced results of operations or financial condition for a completed period, most often a quarterly earnings release. The release itself is usually attached as Exhibit 99.1. Information under Item 2.02 is generally "furnished" rather than "filed". |
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The company became obligated under a material direct financial obligation, such as a loan, notes offering or credit facility draw, or under a material off-balance sheet arrangement. |
| Item 2.04 | Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement An event, such as a default, caused a material financial obligation of the company to be accelerated or increased. |
| Item 2.05 | Costs Associated with Exit or Disposal Activities The company committed to an exit or disposal plan, such as a restructuring, facility closure or workforce reduction, under which it expects to incur material charges. |
| Item 2.06 | Material Impairments The company concluded that a material impairment charge is required under generally accepted accounting principles, for example for goodwill or long-lived assets. |
Section 3 – Securities and trading markets
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing The company received notice from its exchange that it does not satisfy a continued listing rule (for example a minimum bid price or filing requirement), or it decided to delist or transfer its listing. |
| Item 3.02 | Unregistered Sales of Equity Securities The company sold equity securities in a transaction not registered under the Securities Act, such as a private placement, above a size threshold. |
| Item 3.03 | Material Modification to Rights of Security Holders The rights of holders of a class of the company's securities were materially modified, for example by a charter amendment, a rights plan or a reverse stock split. |
Section 4 – Accountants and financial statements
| Item 4.01 | Changes in Registrant's Certifying Accountant The company's independent auditor resigned, declined to stand for re-appointment or was dismissed, or a new auditor was engaged. The company must disclose any disagreements or reportable events. |
| Item 4.02 | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review The company or its auditor concluded that previously issued financial statements should no longer be relied on because of an error. |
Section 5 – Corporate governance and management
| Item 5.01 | Changes in Control of Registrant A change in control of the company occurred, for example through an acquisition of a controlling stake. |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers A director or a named officer (such as the CEO or CFO) left or was appointed, or certain executive compensation arrangements were adopted or changed. |
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year The company amended its articles of incorporation or bylaws without a shareholder vote that was previously disclosed, or changed its fiscal year. |
| Item 5.04 | Temporary Suspension of Trading Under Registrant's Employee Benefit Plans Directors and executive officers were notified of a blackout period during which trading in company securities under employee benefit plans is suspended. |
| Item 5.05 | Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics The company amended its code of ethics for senior officers or granted a waiver from it. |
| Item 5.06 | Change in Shell Company Status A shell company completed a transaction that caused it to cease being a shell company. |
| Item 5.07 | Submission of Matters to a Vote of Security Holders The company reports the results of a shareholder meeting: each matter voted on and the votes cast for, against, abstaining and broker non-votes. |
| Item 5.08 | Shareholder Director Nominations The company discloses the date by which shareholders must submit director nominees for inclusion in its proxy materials, when that date was not previously disclosed. |
Section 6 – Asset-backed securities
| Item 6.01 | ABS Informational and Computational Material For asset-backed securities issuers: informational and computational material about an offering. |
| Item 6.02 | Change of Servicer or Trustee For asset-backed securities issuers: a servicer or trustee was replaced or a new one was added. |
| Item 6.03 | Change in Credit Enhancement or Other External Support For asset-backed securities issuers: a material change in credit enhancement or other external support. |
| Item 6.04 | Failure to Make a Required Distribution For asset-backed securities issuers: a required distribution to holders was not made by the required date. |
| Item 6.05 | Securities Act Updating Disclosure For asset-backed securities issuers: updated disclosure when the characteristics of the asset pool change materially from the prospectus. |
| Item 6.06 | Static Pool For asset-backed securities issuers: static pool information filed for an offering. |
Section 7 – Regulation FD
| Item 7.01 | Regulation FD Disclosure The company is making information public under Regulation FD, which requires broad public disclosure of material information shared with certain market participants. Investor presentations and press releases are common. Like Item 2.02, this information is generally "furnished" rather than "filed". |
Section 8 – Other events
| Item 8.01 | Other Events A voluntary disclosure of an event the company considers important to security holders that no other Item covers, such as a dividend declaration, a buyback program, litigation updates or product news. |
Section 9 – Financial statements and exhibits
| Item 9.01 | Financial Statements and Exhibits Lists the financial statements, pro forma information and exhibits filed with the report. It almost always accompanies another Item and is rarely news on its own. |