Complete 8-K Item Codes Reference
Every Form 8-K filing must specify which item code triggered the report. Understanding these codes lets you quickly assess the importance and potential market impact of any filing.
Quick Reference by Market Impact
Market Movers
High Interest
Routine Updates
Complete Item Code Reference
Section 1 - Business and Operations
Entry into a Material Definitive Agreement
Major contracts, credit agreements, M&A deals, joint ventures
- • Boeing entering $10B defense contract
- • Tesla securing battery supply agreement
- • Microsoft Azure partnership deals
Termination of a Material Definitive Agreement
Lost major customer, broken partnership, cancelled merger
- • Amazon ending Whole Foods supplier contract
- • Failed merger termination
- • Loss of exclusive distribution rights
Bankruptcy or Receivership
Chapter 11 filing, liquidation, receivership proceedings
- • Hertz bankruptcy filing (2020)
- • Lehman Brothers collapse (2008)
- • FTX bankruptcy (2022)
Mine Safety - Reporting Shutdowns and Violations
Mining company safety violations and regulatory actions
- • Coal mine shutdown orders
- • MSHA citations
Material Cybersecurity Incidents
Data breaches, ransomware, system compromises (new as of 2023)
- • MGM Resorts ransomware attack
- • LastPass breach disclosure
- • Microsoft Exchange hack
Section 2 - Financial Information
Completion of Acquisition or Disposition of Assets
Closed M&A deals, major asset sales, business unit divestitures
- • Microsoft closing Activision acquisition
- • GE selling healthcare division
- • IBM spinning off Kyndryl
Results of Operations and Financial Condition
Earnings releases, preliminary results, guidance updates
- • Quarterly earnings announcements
- • Pre-announcing missed quarters
- • Raising full-year guidance
Creation of a Direct Financial Obligation
New debt issuance, credit facilities, bonds, convertible notes
- • Apple issuing $5.5B bonds
- • Tesla convertible note offering
- • AMC securing emergency funding
Triggering Events That Accelerate or Increase Obligations
Covenant breaches, default notices, acceleration of debt
- • Bed Bath & Beyond default notice
- • Covenant breach triggering repayment
- • Cross-default provisions activated
Costs Associated with Exit or Disposal Activities
Restructuring charges, layoffs costs, facility closures
- • Meta's 2023 layoff charges
- • Ford plant closure costs
- • Retail store closing expenses
Material Impairments
Goodwill write-downs, asset impairments, inventory write-offs
- • GE $22B goodwill impairment
- • Intel fab equipment write-down
- • Kraft Heinz brand impairment
Section 3 - Securities and Trading Markets
Notice of Delisting or Transfer of Listing
NYSE/NASDAQ delisting, moving exchanges, going dark
- • Chinese ADRs delisting threats
- • Moving from NYSE to NASDAQ
- • Failing to meet listing requirements
Unregistered Sales of Equity Securities
Private placements, PIPE deals, warrant exercises
- • SPAC PIPE investments
- • Private equity stakes
- • Employee stock option exercises
Material Modifications to Rights of Security Holders
Changes to voting rights, dividend rights, conversion terms
- • Dual-class share structure changes
- • Preferred stock term modifications
- • Warrant repricing
Section 4 - Matters Related to Accountants and Financial Statements
Changes in Accountant
Firing auditor, auditor resignation, disagreements disclosed
- • Firing PwC mid-audit
- • Auditor resignation over disagreements
- • Switching from Big 4 to smaller firm
Non-Reliance on Previously Issued Financial Statements
Restatements, accounting errors, fraud discovery
- • Wirecard accounting fraud
- • GE insurance restatement
- • Under Armour revenue recognition issues
Section 5 - Corporate Governance and Management
Changes in Control
Takeover, merger closing, activist taking control
- • Elon Musk taking Twitter private
- • Private equity buyouts
- • Hostile takeover success
Departure/Appointment of Directors or Officers
CEO/CFO changes, board resignations, key executive departures
- • Bob Iger returning to Disney
- • CFO sudden departure
- • Board member resignation over disagreements
Amendments to Articles or Bylaws
Charter amendments, bylaw changes, governance updates
- • Poison pill adoption
- • Majority voting implementation
- • Board size changes
Temporary Suspension of Trading Under Benefit Plans
Blackout periods for 401(k), trading suspensions
- • 401(k) blackout during system change
- • Merger-related trading suspension
Amendment to Code of Ethics
Changes to executive ethics policies, waiver of code
- • Waiving conflict of interest policy
- • Updating trading policies
Change in Shell Company Status
SPAC de-SPAC transaction, reverse merger completion
- • SPAC business combination closing
- • Shell company acquiring operating business
Submission of Matters to Vote of Security Holders
Shareholder meeting results, proxy vote outcomes
- • Annual meeting vote results
- • Say-on-pay vote failure
- • Merger approval vote
Shareholder Director Nominations
Proxy access nominations, activist nominations
- • Activist nominating board slate
- • Shareholder proposing directors
Section 6 - Asset-Backed Securities (ABS Issuers Only)
Various ABS-Specific Items
Reports specific to asset-backed securities issuers
- • Mortgage pool performance
- • Auto loan ABS updates
- • Credit card securitization changes
Section 7 - Regulation FD
Regulation FD Disclosure
Voluntary disclosure to ensure fair disclosure to all investors
- • Investor presentation slides
- • Conference speaking materials
- • Guidance updates between quarters
Section 8 - Other Events
Other Events
Catch-all for material events not covered elsewhere
- • Major litigation settlements
- • Regulatory approvals
- • Natural disaster impacts
- • Product recalls
Section 9 - Financial Statements and Exhibits
Financial Statements and Exhibits
Attachments including agreements, presentations, financials
- • Credit agreement full text
- • Merger agreement
- • Employment contracts
- • Press releases
Pro Tips for Using Item Codes
- →Multiple Items: 8-Ks often report multiple items. Check all of them, not just the first.
- →Item 2.02 = Earnings: This is the most common market-moving item. Set alerts for it.
- →Item 7.01 is Voluntary: Companies use this for investor presentations and updates between required filings.
- →Item 8.01 is a Wildcard: Can be anything from FDA approvals to natural disasters. Always read these.
- →Check Item 9.01: The actual contracts and agreements are attached here. Often more revealing than the summary.