What is an 8-K?
An 8-K is a report of significant unforeseen events or business changes in a business that could be important to shareholders or the Securities and Exchange Commission (SEC). Also known as Form 8-K, the report informs the public of reported events, including the acquisition, bankruptcy, resignation of directors or a change during the year.
Understanding an 8-K
An 8-K is required to announce major events of interest to shareholders. Businesses have four business days to file an 8-K for most specified items.
Unlike the Form 10-K annual report and the Form 10-Q quarterly report, public companies use Form 8-K when necessary.
An exception to this rule is the Fair Disclosure Regulations (Reg FD) (Reg FD) in section 9 of the reporting requirements of the Investor Bulletin. Reg FD requirements may be due before four business days. An organization must determine if the information is important and submit the report to the SEC. The SEC makes the reports available via the EDGAR (Electronic Data Gathering, Analysis and Retrieval) platform.
The SEC describes the various situations that require the use of Form 8-K. The Investor Bulletin has nine sections. Each of these sections can have between one and eight subsections. The most recent adjustment to the disclosure rules for Form 8-K took place in 2004.
Examples of 8-K Disclosures
The SEC requires the disclosure of many changes related to the activities and operations of a registrant. This includes changes to an important final agreement or the bankruptcy of an entity.
Key points to remember
- The SEC requires companies to file an 8-K to announce major events relevant to shareholders.
- Businesses have four business days to file an 8-K for most specified items.
- Unlike the Form 10-K annual report and the Form 10-Q quarterly report, public companies use Form 8-K when necessary.
Financial reporting requirements include the completion of an acquisition, changes in the financial position of an entity, divestiture activities, and significant impairments. The SEC requires the filing of an 8-K for stock delisting, non-compliance with listing standards, unregistered sales of securities and significant changes in shareholder rights.
An 8-K is required when a company changes the accounting firm used for certification. Changes in corporate governance such as control of the registrant, changes to the articles or by-laws, changes to the fiscal year, and changes to the registrant’s code of ethics should also be disclosed.
The SEC also requires a report on the election, appointment or departure of a director or certain officers. Use of Form 8-K is required to report changes related to asset-backed securities. The requirements of the FD regulation are also required.
Form 8-K reports may be issued based on other events at the discretion of the company that the registrant considers important to shareholders.