Form 8-K items are the numbered event categories, such as Item 1.01 or Item 5.02, that tell a reader exactly what kind of event a current report discloses. Every 8-K lists the item or items it responds to, so the item number alone identifies whether a filing is about an acquisition, an earnings release, an auditor change, or a departing executive.
The items are grouped into nine sections, and the first digit of each item number is its section.
Full guide: 8-K Item Codes: The Complete Reference List
The sections in the SEC's Form 8-K instructions are: Section 1, the registrant's business and operations (material agreements, bankruptcy, mine safety, material cybersecurity incidents); Section 2, financial information (completed acquisitions or dispositions, results of operations, new financial obligations, triggering events, exit costs, material impairments); Section 3, securities and trading markets (delisting notices, unregistered equity sales, changes to holders' rights); Section 4, accountants and financial statements (Item 4.01 auditor changes and Item 4.02 non-reliance on prior financial statements); Section 5, corporate governance and management (changes in control, Item 5.02 director and officer departures and appointments, bylaw and fiscal-year changes, shareholder vote results); Section 6, asset-backed securities; Section 7, Regulation FD disclosure; Section 8, other events; and Section 9, financial statements and exhibits.
Unless an item says otherwise, the report is due within four business days after the event. Item 1.05 runs from the date the company determines a cybersecurity incident is material, and Items 7.01 and 8.01, when used to satisfy Regulation FD, follow that regulation's own timing. Information under Item 2.02 (earnings) and Item 7.01 is treated as furnished rather than filed, so it is not subject to Section 18 liability unless the company says otherwise.
Scanning item numbers is the fastest way to triage a company's 8-K history. Items 4.01, 4.02, and 5.02 tend to warrant a closer read than a routine 9.01 exhibit filing.
A: Item 2.02, Results of Operations and Financial Condition, is triggered when a company publicly releases material non-public information about a completed quarter or year, typically an earnings release. The release text is attached as an exhibit and is furnished, not filed.
A: Item 4.02 reports that previously issued financial statements should no longer be relied upon because of an error. It is the 8-K item that usually signals a coming restatement.
A: Yes. A single 8-K can respond to multiple items; an earnings 8-K, for example, commonly lists Item 2.02 together with Item 9.01 for the attached press release exhibit.
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