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8-K Item Codes: The Complete Reference List

Chad Hartman

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Every SEC Form 8-K carries a number in its heading before a single word of the disclosure is read, and that number determines whether the filing is worth stopping for. Financial media rarely reports it. A headline says "Company Announces CEO Departure" or "Company Discloses Cybersecurity Incident," and the item code that actually classifies the event — 5.02, 1.05, whichever applies — almost never makes it into the coverage. That's true even though the SEC's own instructions organize the entire form around exactly that number. The code tells you the deadline, the disclosure requirements, and often the legal liability standard attached to the filing, before you read a word of the text itself.

The SEC defines 33 of these item codes across nine numbered sections, from Section 1 (Registrant's Business and Operations) to Section 9 (Financial Statements and Exhibits). This is the complete reference: every item, its official title, its filing deadline, and how much weight it typically carries for investors.

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Table of Contents

Quick Reference: All 33 Item Codes at a Glance

The table below lists every item the SEC defines on Form 8-K, grouped by the form's own nine sections, with each item's standard filing deadline and its typical weight as an investor signal. The deadlines here are the 8-K's own; the periodic-report deadlines that vary by filer size are covered separately in our guide to SEC filing deadlines by filer status.

Item Title Deadline Investor Relevance
1.01 Entry into a Material Definitive Agreement 4 business days High
1.02 Termination of a Material Definitive Agreement 4 business days Moderate
1.03 Bankruptcy or Receivership 4 business days High
1.04 Mine Safety — Reporting of Shutdowns and Patterns of Violations 4 business days Rare — mining issuers only
1.05 Material Cybersecurity Incidents 4 business days after materiality determination High
2.01 Completion of Acquisition or Disposition of Assets 4 business days High
2.02 Results of Operations and Financial Condition 4 business days High
2.03 Creation of a Direct Financial Obligation or an Off-Balance Sheet Obligation 4 business days Moderate
2.04 Triggering Events That Accelerate or Increase a Financial Obligation 4 business days Moderate
2.05 Costs Associated with Exit or Disposal Activities 4 business days Moderate
2.06 Material Impairments 4 business days High
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule 4 business days High
3.02 Unregistered Sales of Equity Securities 4 business days Moderate
3.03 Material Modification to Rights of Security Holders 4 business days Moderate
4.01 Changes in Registrant's Certifying Accountant 4 business days High
4.02 Non-Reliance on Previously Issued Financial Statements 4 business days High
5.01 Changes in Control of Registrant 4 business days High
5.02 Departure of Directors or Officers; Election of Directors; Appointment of Officers 4 business days High
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year 4 business days Routine
5.04 Temporary Suspension of Trading Under Employee Benefit Plans 4 business days Rare
5.05 Amendments to Code of Ethics, or Waiver of a Provision 4 business days Routine
5.06 Change in Shell Company Status 4 business days Moderate
5.07 Submission of Matters to a Vote of Security Holders 4 business days Routine
5.08 Shareholder Director Nominations 4 business days after meeting date is set Rare
6.01 ABS Informational and Computational Material 4 business days ABS issuers only
6.02 Change of Servicer or Trustee 4 business days ABS issuers only
6.03 Change in Credit Enhancement or Other External Support 4 business days ABS issuers only
6.04 Failure to Make a Required Distribution 4 business days ABS issuers only
6.05 Securities Act Updating Disclosure 4 business days ABS issuers only
6.06 Static Pool Tied to registration effectiveness ABS issuers only
7.01 Regulation FD Disclosure Per Regulation FD timing Moderate
8.01 Other Events Voluntary — no fixed deadline Catch-all — depends entirely on content
9.01 Financial Statements and Exhibits 4 business days (71-day extension for acquired-business financials) Routine, but critical for M&A

Section 1 — Registrant's Business and Operations

Item 1.01 — Entry into a Material Definitive Agreement. A material contract not made in the ordinary course of business — a credit facility, an acquisition agreement, a major licensing deal — with a brief description of the terms attached as an exhibit. This is the single most commonly filed item on the form.

Item 1.02 — Termination of a Material Definitive Agreement. The counterpart to 1.01: a material agreement ends other than by its own scheduled expiration, along with any early termination penalties incurred.

Item 1.03 — Bankruptcy or Receivership. A receiver, fiscal agent, or similar officer has been appointed over substantially all of the registrant's assets, or a reorganization plan has been confirmed by a court. As direct a signal as exists on the form.

Item 1.04 — Mine Safety. A narrow, industry-specific item requiring disclosure of imminent-danger orders or patterns-of-violations notices from the Mine Safety and Health Administration. Relevant only to registrants that operate coal or other mines.

Item 1.05 — Material Cybersecurity Incidents. Added in 2023, this requires disclosure of the nature, scope, and timing of a cybersecurity incident the registrant has determined to be material, along with its likely impact on financial condition and operations. A narrow national-security delay provision exists, but the default clock starts at the materiality determination, not the incident itself.

Section 2 — Financial Information

Item 2.01 — Completion of Acquisition or Disposition of Assets. Confirms that a previously announced deal has actually closed — the significant-assets threshold is generally 10% of total consolidated assets, or an acquired business meeting the SEC's separate significance tests.

Item 2.02 — Results of Operations and Financial Condition. The earnings-release item. A public announcement of material non-public information about a completed quarter or fiscal year, with the release itself attached as an exhibit — almost always furnished, not filed (more on that distinction below).

Item 2.03 — Creation of a Direct Financial Obligation or an Off-Balance Sheet Obligation. A new material debt obligation, finance or operating lease obligation, or off-balance-sheet arrangement such as a guarantee.

Item 2.04 — Triggering Events That Accelerate or Increase a Financial Obligation. A default, covenant breach, or similar triggering event that accelerates or increases an existing obligation disclosed under 2.03.

Item 2.05 — Costs Associated with Exit or Disposal Activities. A board- or officer-level commitment to a restructuring plan — layoffs, facility closures — with an estimate of the material charges involved. If the estimate isn't determinable at filing time, an amendment is required once it is.

Item 2.06 — Material Impairments. A conclusion that a material impairment charge is required under GAAP — most often a goodwill write-down, an admission that a prior acquisition is worth less than what was paid for it.

Section 3 — Securities and Trading Markets

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule. The exchange has notified the registrant that it no longer meets a listing standard, or has moved to delist or transfer the listing. Applies even during a grace period the exchange grants to cure the deficiency.

Item 3.02 — Unregistered Sales of Equity Securities. A sale of equity securities not registered under the Securities Act — generally exempt from disclosure if the shares sold are below 1% of shares outstanding (5% for smaller reporting companies) since the last such report.

Item 3.03 — Material Modification to Rights of Security Holders. The rights attached to a registered class of securities — including dividend or voting rights — have been materially modified or limited, including through the issuance of a new class of securities.

Section 4 — Matters Related to Accountants and Financial Statements

Item 4.01 — Changes in Registrant's Certifying Accountant. The registrant's independent auditor resigns, is dismissed, declines to stand for reappointment, or a new one is engaged. Whether the change was voluntary and whether any disagreements existed with the departing auditor are required disclosures.

Item 4.02 — Non-Reliance on Previously Issued Financial Statements. The board or an authorized officer concludes that previously issued financial statements contain a material error and can no longer be relied upon. This is the formal restatement-trigger item — what to do with one once you find it is covered in how to find restatements in filings — and it is one of exactly two items — alongside 4.01 — that cannot be deferred into the next periodic report even if the four-day window falls close to a 10-K or 10-Q deadline.

Section 5 — Corporate Governance and Management

Item 5.01 — Changes in Control of Registrant. A change in control has occurred, with the identity of the new controlling party, the basis and percentage of control, and the consideration used.

Item 5.02 — Departure of Directors or Officers; Election of Directors; Appointment of Officers. The broadest and most frequently filed governance item: departures, appointments, and elections of directors and principal officers, plus material compensatory arrangements tied to those events. A departure tied to a disagreement with the registrant carries additional disclosure requirements beyond a routine retirement.

Item 5.03 — Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. A charter or bylaw amendment not previously disclosed in a proxy statement, or a change in fiscal year outside a shareholder vote.

Item 5.04 — Temporary Suspension of Trading Under Employee Benefit Plans. A blackout period suspending trading in company stock within an employee benefit plan — tied to ERISA notice requirements and Regulation BTR.

Item 5.05 — Amendments to Code of Ethics, or Waiver of a Provision. A change to, or a waiver granted from, the code of ethics covering the principal executive, financial, or accounting officer. Can be satisfied via the company website instead of a filing, under specific conditions.

Item 5.06 — Change in Shell Company Status. A registrant that was a shell company completes a transaction causing it to cease being one — the disclosure event that typically follows a reverse merger or de-SPAC transaction.

Item 5.07 — Submission of Matters to a Vote of Security Holders. The results of an annual or special shareholder meeting — director elections, say-on-pay, shareholder proposals — including the vote tally. Preliminary results can be filed first, with final results following by amendment.

Item 5.08 — Shareholder Director Nominations. Discloses the deadline by which a shareholder must submit a director nomination, where the registrant is required to include shareholder nominees in its own proxy materials.

Sections 6 Through 9 — ABS, Regulation FD, Other Events, and Exhibits

Section 6 applies exclusively to asset-backed securities issuers and covers six narrow items: ABS informational material (6.01), a change of servicer or trustee (6.02), a change in credit enhancement (6.03), a failed distribution (6.04), updating disclosure on the actual asset pool versus the prospectus (6.05), and static pool information (6.06). None of these apply to an operating company, and they rarely surface outside structured-finance filers.

Section 7 holds a single item: 7.01, Regulation FD Disclosure — used when a registrant discloses material non-public information under Regulation FD, most often an investor-day presentation or analyst briefing delivered outside a formal earnings release. Like Item 2.02, it is furnished rather than filed by default.

Section 8 holds the form's catch-all: 8.01, Other Events — any event the registrant deems important enough to disclose but that isn't captured by another item. It carries no fixed deadline unless it's being used to satisfy a Regulation FD obligation, which gives companies real discretion over both content and timing.

Section 9 holds 9.01, Financial Statements and Exhibits — the item that lists every exhibit attached to the filing. It also carries the financial statements and pro forma financial information required after a completed acquisition under Item 2.01. Those acquisition-related financials can be filed with the initial report or added by amendment within 71 calendar days, which is why a completed deal and its full financial picture on EDGAR often arrive weeks apart.

Filed vs. Furnished: What the Item Number Doesn't Tell You

The item number alone doesn't tell you the legal liability standard attached to the disclosure, and that distinction matters more than most investors realize. Content furnished under Item 2.02 or Item 7.01 is explicitly not subject to Section 18 liability under the Exchange Act unless the registrant states otherwise — a lower standard than a filed item like 1.01 or 5.02 carries. That's part of why earnings-release exhibits under 2.02 can present non-GAAP figures more favorably than the audited numbers that follow weeks later in the 10-Q. For the full mechanics of that distinction and which items it applies to, see How to Read an 8-K.

Verifying an Item Code Against the Filed Numbers

An 8-K item code is a disclosure trigger, not a financial data source — most items, outside the cover page's Inline XBRL, carry no tagged financial data at all. An Item 2.02 earnings release previews figures; an Item 4.02 restatement announces that prior numbers can't be trusted; an Item 2.06 impairment states a charge is coming. None of it becomes auditable, XBRL-tagged financial statement data until the next 10-Q or 10-K is filed, which is what GeminIQ's Financial Statements feature extracts and structures.

That gap is exactly where the item code earns its keep as a research signal rather than a headline. An Item 2.02 release that previews adjusted earnings can be checked against the GAAP figures in the subsequent 10-Q. An Item 4.02 non-reliance disclosure is the first sign that a 10-K/A or 10-Q/A is coming, with the corrected numbers to follow. Knowing the item code tells you which filing to watch for next — the 8-K starts the clock; the periodic filing that follows is where the number gets confirmed. Filing-browser tools index 8-Ks by item code, which makes the first half of that workflow fast; our comparison with BamSEC covers where browsing filings stops and structured financial data has to take over.

Frequently Asked Questions

What is the most important 8-K item code for investors?

There isn't a single one, but Item 2.02 (earnings), Item 5.02 (executive departures), and Item 4.02 (non-reliance on prior financials) are the three that most consistently move stock prices, because each discloses information the market didn't previously have.

Which 8-K items don't have the standard 4-business-day deadline?

Item 8.01 has no fixed deadline since it's a voluntary catch-all. Item 7.01 follows Regulation FD's own timing rather than the standard rule. Item 5.08's clock starts when the meeting date is determined, not when a triggering event occurs. Item 9.01's acquisition-related financial statements carry a 71-calendar-day extension beyond the initial report.

How many item codes does Form 8-K have in total?

33, across nine numbered sections. Section 5 (Corporate Governance and Management) has the most, with eight items; Section 6 (Asset-Backed Securities), Section 7 (Regulation FD), Section 8 (Other Events), and Section 9 (Financial Statements and Exhibits) apply to narrower or single-item categories.

Is every 8-K item legally required to be filed?

No. Item 8.01 (Other Events) is entirely voluntary — a company chooses to disclose under it because it deems the event important, not because a rule requires it. Every other item is mandatory once its specific triggering event occurs.

Which 8-K item codes apply only to certain types of issuers?

Section 6's six items (6.01 through 6.06) apply exclusively to asset-backed securities issuers and never surface on an operating company's filings. Item 1.04 (Mine Safety) is similarly narrow, applying only to registrants that operate coal or other mines.

Which 8-K items can't be deferred into the next periodic report?

Item 4.01 (change in certifying accountant) and Item 4.02 (non-reliance on previously issued financial statements) — exactly two of the 33. Both must be reported on their own 8-K even when the four-business-day window falls close to a 10-K or 10-Q deadline.

Every one of these codes exists to answer the same question before you read a word of the disclosure text: is this a routine administrative update, or a material event the market didn't already know about?

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Disclaimer: The content in this blog is for educational and entertainment purposes only and does not constitute financial, legal, or tax advice. Investing involves risk, including the loss of principal. The views expressed are my own and not intended as financial advice or a guarantee of future performance.