What Is Form 8-K?
An 8-K is the SEC's "breaking news" form. Unlike 10-Q (quarterly) or 10-K (annual) reports, an 8-K is filed whenever something material happens — a merger, a CEO departure, new debt, or even a cyber breach. Public companies are legally required to file one within 4 business days of the event.
Think of it as the company's emergency press release, but with legal weight.
Common 8-K Items (and Why They Matter)
Here's a breakdown of the most frequent and impactful items investors should know:
| Item | Title | Why It Matters | Example |
|---|---|---|---|
| 1.01 | Entry into a Material Definitive Agreement | Big contracts, joint ventures, or M&A deals. | Boeing's $3B revolving credit facility. |
| 1.02 | Termination of a Material Agreement | Signals risk — lost customer, partnership breakdown. | Netflix losing a major studio licensing deal. |
| 2.01 | Completion of Acquisition or Sale of Assets | M&A closings; shows strategic direction. | Microsoft's completion of Activision Blizzard acquisition. |
| 2.02 | Results of Operations and Financial Condition | Often includes earnings releases → huge price movers. | Apple's quarterly revenue release. |
| 2.03 | Creation of Direct Financial Obligation | New loans, debt issuance. | Boeing's $3B credit agreement (also cross-filed under 1.01). |
| 2.04 | Triggering Events That Accelerate Obligations | Defaults, covenant breaches. | A retailer missing debt payments, sparking bankruptcy fears. |
| 2.05 | Exit or Disposal Activities | Restructuring, layoffs, divestitures. | Meta announcing mass layoffs. |
| 2.06 | Material Impairments | Write-downs of goodwill, assets. | Intel writing down billions in fab equipment. |
| 5.02 | Departure/Election of Directors or Officers | CEO exit or new hire can shake confidence. | Disney's sudden CEO change in 2022. |
| 5.03 | Amendments to Articles/Bylaws | Signals governance shifts or shareholder rights changes. | Tesla amending bylaws to allow faster votes. |
| 5.07 | Submission of Matters to Vote of Security Holders | Shareholder votes, proxy items. | Amazon disclosing unionization vote outcomes. |
| 7.01 | Regulation FD Disclosure | Voluntary disclosures to comply with fair disclosure. | Nvidia pre-announcing preliminary earnings. |
| 8.01 | Other Events | Catch-all: lawsuits, product recalls, cyber incidents. | Equifax disclosing its massive 2017 data breach. |
| 9.01 | Financial Statements and Exhibits | Full docs attached: credit agreements, merger contracts. | JPMorgan attaching full merger contracts in M&A filings. |
Why Investors Should Care
- Speed: 8-Ks are filed before the market often fully prices the news.
- Transparency: Companies can't hide — SEC mandates disclosure.
- Breadth: Covers everything from boardroom drama to billion-dollar deals.
- Volatility: Many 8-Ks, especially earnings or defaults, can move stocks instantly.
Real Market Impact Examples
Tesla (TSLA)
Filed an 8-K in 2021 announcing a $1.5B Bitcoin purchase
Impact:
Stock jumped, crypto rallied
Boeing (BA)
Disclosed new $3B debt facility in 2025
Impact:
Signaled liquidity needs
Disney (DIS)
CEO Bob Iger's sudden return in a late-night 8-K
Impact:
Shocked the market in 2022
Equifax (EFX)
Cyber breach disclosed via 8-K in 2017
Impact:
Tanked the stock 35% in weeks
Investor Takeaways
- •Always skim Item 2.02 (earnings), Item 1.01 (agreements), and Item 5.02 (exec changes) first — these most often move stocks.
- •Look at Exhibits (9.01) for contracts — they can reveal hidden terms.
- •Use 8-Ks as a real-time edge: you'll see raw company disclosures before Wall Street research is published.