The 8-K: Current Reports
The form a company files when something material happens between periodic reports. It is the fastest-moving filing type and the one most worth watching in real time.
MadStockAlerts Research · Updated August 28, 2026
What to take away
- Filed within four business days of a triggering event, usually much sooner.
- The item number tells you what happened before you read a word.
- Earnings releases arrive as a Form 8-K under Item 2.02.
- Item 4.01 and Item 4.02 are the two that experienced readers check first.
- The body is often three sentences pointing at an exhibit that is the real document.
MAD Academy Training Video · 0:45
The Filing That Cannot Wait
An 8-K reports a material event within days, and the item number tells you what happened before you read a word.
This lesson is part of a Stock Alerts + Tools plan.
The item numbers
| Item | Event |
|---|---|
| 1.01 / 1.02 | A material agreement entered into or terminated |
| 2.01 | Completion of an acquisition or disposition |
| 2.02 | Results of operations: the earnings release |
| 2.03 | Creation of a material direct financial obligation |
| 3.01 | Delisting notice or failure to satisfy a listing rule |
| 4.01 | Change in the registrant's certifying accountant |
| 4.02 | Non-reliance on previously issued financial statements |
| 5.02 | Departure or appointment of directors and officers |
| 7.01 / 8.01 | Regulation FD disclosure and other events |
Because the item number is in the filing metadata, a list of a company's 8-K items over two years is a readable history of everything material that happened to it. That list takes about a minute to produce and is a better company summary than most written ones.
The two that matter most
Item 4.02
Non-reliance means the company is telling the market that previously issued financial statements should not be relied upon. It is the most serious routine filing there is, and it is filed with almost no fanfare.
Item 4.01, an auditor change, is worth reading in full. The filing must state whether there were disagreements with the former accountant, and the former auditor is given the opportunity to respond in an exhibit.
An auditor resigning is a different event from an auditor being replaced, and the filing distinguishes them. A resignation, particularly mid-engagement and particularly with a stated disagreement, is one of the strongest signals available in routine disclosure.
Executive departures
Item 5.02 covers officer and director changes. The language is formulaic and the variations carry meaning.
Exhibits
The body of an 8-K is often three sentences pointing at an exhibit. The exhibit is the document: the press release, the merger agreement, the resignation letter, the credit facility.
Reading only the body is reading the envelope. This catches out a surprising number of people, because the body genuinely does look like the whole filing until you notice the exhibit list at the bottom.
Filed events surfaced by type against the companies you follow, so an 8-K appears without watching an index by hand.
Corporate Events — for membersThe four business days, and what starts the clock
Most 8-K items must be filed within four business days of the triggering event. What counts as the triggering event is defined per item, and it is frequently earlier than the public would assume.
- For a material agreement, the clock starts on entry into the agreement, not on its announcement or its closing.
- For a departure, it starts on notice being given or received, not on the last day worked.
- For an impairment conclusion, it starts when the board or an authorised officer concludes the charge is required.
- For results of operations, the item is triggered by the public release, which is why the earnings press release is furnished as an 8-K exhibit.
A distinction in the last item is worth knowing: material is filed and some items are furnished. A furnished item is not deemed filed for liability purposes and is not incorporated by reference into registration statements. The earnings release is furnished; the 8-K describing an agreement is filed.
The date on the filing is not the date of the event. The cover page states the date of the earliest event reported, and the gap between the two is sometimes several days and occasionally the most interesting thing in the document.
The items, grouped by what they are about
The item numbers are grouped into sections by subject, and knowing the grouping makes an unfamiliar item number readable without a lookup.
| Range | Subject | Examples |
|---|---|---|
| 1.xx | Registrant's business and operations | Entry into or termination of a material agreement, bankruptcy |
| 2.xx | Financial information | Results of operations, completion of an acquisition, a material impairment |
| 3.xx | Securities and trading markets | Delisting notice, unregistered sales of equity, material modification of holder rights |
| 4.xx | Accountants and financial statements | Auditor change, non-reliance on previously issued statements |
| 5.xx | Corporate governance and management | Director and officer changes, amendments to bylaws, say-on-pay results |
| 7.xx and 8.xx | Regulation FD and other events | Anything the company elects to disclose |
Item 4.02, non-reliance on previously issued financial statements, is the single highest-signal item in the form. It is the announcement that previously published figures should not be relied upon, which is a restatement in progress.
Item 8.01, other events, is entirely discretionary and is where a company can disclose something without triggering any specific requirement. It ranges from routine announcements to disclosures a company would rather make on its own terms than under a numbered item.