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Form 8-K
Also called: 8-K, current report, 8-K item
The current report a company must file within four business days of a major event, organized into numbered items.
Explanation
Between quarterly reports, Form 8-K is how a company tells the market about material events. Each event type has an item number, and most must be filed within four business days. The ones to watch: 1.01 (a material agreement, such as an underwriting or ATM sales agreement), 1.03 (bankruptcy), 2.02 (quarterly results), 2.03 (new debt), 3.01 (a listing deficiency or delisting notice), 3.02 (unregistered sales of stock), 3.03 (changes to shareholder rights), 5.02 (executive or director changes), 5.03 (charter or bylaw amendments, including reverse splits), 7.01 and 8.01 (other announcements) and 9.01 (exhibits).
Item 3.02 is required when unregistered sales add up to 1% or more of the outstanding shares (5% for smaller reporting companies). Information under Items 2.02 and 7.01 is “furnished” rather than “filed”, which limits liability for it.
Foreign private issuers do not file 8-Ks; they furnish Form 6-K, which has no item numbers.
Why it matters
The item numbers make 8-Ks scannable: a 1.01 with a 3.02 on the same day is often a private placement, a 3.01 is a listing problem, and a 1.03 is a bankruptcy.
How Equity Dictionary measures it
The Filings tab decodes the items on every 8-K. The score uses them directly: Item 1.03 (bankruptcy) sets a floor of 85 until the company emerges, Item 3.01 deficiency notices drive the listing-compliance factor, and Items 2.01 and 5.01 help explain share growth from acquisitions and changes in control.
Related terms
- Delisting notice (8-K Item 3.01): An 8-K under Item 3.01, filed within four business days when a company learns it no longer meets an exchange’s listing rules, faces delisting or is moving its listing.
- Form 10-K and 10-Q: The annual (10-K) and quarterly (10-Q) reports US public companies file with the SEC, containing their financial statements and management’s discussion.
- Form 20-F and 6-K: The annual report (20-F) and current reports (6-K) that foreign private issuers listed in the US file in place of the 10-K, 10-Q and 8-K.
- Private investment in public equity (PIPE): A sale of unregistered stock, convertibles or warrants by a public company directly to selected investors, who usually get the shares registered for resale afterwards.
- Reverse stock split: Combining existing shares into fewer, higher-priced ones, for example 1-for-10, usually to lift the share price back above an exchange minimum.
Plain-English summary for research; not legal or investment advice.