Key takeaways
- An 8-K is a "current report" a company files with the SEC when a major event happens.
- Most 8-Ks are due within four business days of the event.
- Each 8-K is organised by numbered Items; the Item number tells you what kind of event it is.
- The press release, if there is one, is usually attached as Exhibit 99.1.
Between their quarterly and annual reports, US public companies must tell investors about major events as they happen. They do it with a Form 8-K, which the SEC calls a "current report". Most of the stories on ALFA USA News start from one.
When a company files an 8-K
An 8-K is required when certain events occur, and for most of them it is due within four business days. Companies also file 8-Ks voluntarily, for example to share a press release with all investors at the same time.
The Items: what kind of event it is
Every 8-K is organised by numbered Items. The Item number is the fastest way to see what happened. The ones behind most of our stories:
- Item 1.01 — Entry into a Material Definitive Agreement. A signed merger agreement, a large contract, a licensing deal or a partnership.
- Item 2.01 — Completion of Acquisition or Disposition of Assets. A deal has closed.
- Item 2.02 — Results of Operations and Financial Condition. Quarterly results, usually with the earnings press release.
- Item 2.03 — Creation of a Direct Financial Obligation. New debt, such as notes or a loan.
- Item 3.02 — Unregistered Sales of Equity Securities. Shares sold privately, for example in a private placement.
- Item 5.02 — Departure or Appointment of Directors and Officers. A new CEO or CFO, or one leaving.
- Item 7.01 and 8.01 — Regulation FD Disclosure and Other Events. Anything the company chooses to announce, such as an FDA approval or a new plant.
- Item 9.01 — Financial Statements and Exhibits. The list of attached documents.
Read the exhibits
The main form is often short. The detail sits in the exhibits. A press release is usually Exhibit 99.1; a merger agreement or a contract may be attached as Exhibit 2.1 or 10.1. When a figure matters — a deal value, a contract size, a price per share — check it in the exhibit.
How to judge whether an 8-K matters
- Size against the company. A $300 million contract is large for a company worth $1 billion and small for one worth $500 billion.
- Signed or not. A definitive agreement (Item 1.01) is binding; a letter of intent or a memorandum of understanding usually is not.
- New or known. Some 8-Ks confirm news the company already announced.
8-K, 10-Q and 10-K
The 8-K covers single events as they happen. The 10-Q is the quarterly report and the 10-K the annual report, both with full financial statements. Results usually reach the market first through an 8-K, weeks before the 10-Q.
Where to find them
All 8-Ks are free on SEC EDGAR at sec.gov, under each company's filings. Every ALFA USA News article links the filing it was written from, under "Source verified".
Frequently asked questions
How long does a company have to file an 8-K?
For most events, within four business days after the event happens.
Is every 8-K important?
No. Many are routine, such as the results of a shareholder vote (Item 5.07). The Item number and the size of the event relative to the company tell you how much it matters.
Where can I read the original 8-K?
On SEC EDGAR (sec.gov), under the company's filings. Every ALFA USA News article links the filing it was written from.
This guide explains how filings and markets work in general. It is not investment advice.
