How to Read an 8-K: The Items That Signal a Deal
Deals, closings, layoffs and bankruptcies all reach SEC EDGAR as 8-Ks first. Here is how to scan the item numbers, find the exhibits and search filings yourself.
A Form 8-K is the current report a US public company files with the SEC to announce a major event, generally within four business days. Each 8-K is organized by numbered items, such as Item 1.01 for a material agreement or Item 2.05 for layoff costs, so the item list shows what happened. The text and exhibits are free on SEC EDGAR.
Companies file 10-Ks and 10-Qs on a set calendar. The 8-K is the form for everything in between: signing a merger, closing one, cutting jobs, filing for bankruptcy or replacing a CEO.
How fast must a company file an 8-K?
The general deadline is four business days after the event, according to the SEC’s Form 8-K instructions. If the event happens on a weekend or holiday, the count starts on the next business day.
Some items run on different clocks. Item 5.07, voting results, counts from the day of the shareholder meeting. Item 1.05, cybersecurity incidents, counts from when the company determines an incident is material. Disclosures made only to satisfy Regulation FD under Item 7.01 or 8.01 follow that rule’s timing, which can mean the same day as a public statement.
In practice, big deal announcements often show up within hours, because companies file the 8-K alongside the press release.
Which 8-K items signal a deal or a crisis?
These are the items to scan for in deal news:
| Item | Official title | What it usually means |
|---|---|---|
| 1.01 | Entry into a Material Definitive Agreement | A merger agreement, a large financing or a major contract was signed |
| 1.02 | Termination of a Material Definitive Agreement | A deal or major contract was ended, sometimes with a termination fee |
| 1.03 | Bankruptcy or Receivership | The company filed for Chapter 11 or Chapter 7, or a receiver was appointed |
| 2.01 | Completion of Acquisition or Disposition of Assets | A purchase or sale of a significant business closed |
| 2.05 | Costs Associated with Exit or Disposal Activities | A restructuring, closure or layoff plan with estimated costs |
| 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | The exchange warned the company or the stock is leaving the exchange, often after a merger closes |
| 5.01 | Changes in Control of Registrant | A new owner took control, typically at a merger closing |
| 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers | CEO or CFO changes, new board members, executive pay agreements |
| 5.07 | Submission of Matters to a Vote of Security Holders | The vote counts from a shareholder meeting, including merger votes |
| 7.01 | Regulation FD Disclosure | Investor presentations or press releases “furnished” rather than filed |
| 8.01 | Other Events | Anything the company chooses to report, such as a deal announcement or litigation update |
| 9.01 | Financial Statements and Exhibits | The list of attached exhibits |
A merger usually leaves a trail of three 8-Ks: Item 1.01 when the deal is signed, Item 5.07 after the shareholder vote, and Items 2.01, 3.01 and 5.01 together at closing. A failed deal adds an Item 1.02.
Where are the press release and the merger agreement?
They are exhibits, listed under Item 9.01 at the end of the 8-K. Common exhibit numbers:
- EX-99.1: the press release, which usually has the clearest summary of price, premium and timing.
- EX-2.1: the merger or purchase agreement, often filed with the Item 1.01 report.
- EX-10.x: material contracts, such as credit agreements, voting agreements or executive employment agreements.
On EDGAR, each exhibit is a separate document in the filing index. The merger agreement is long, but the sections on termination, fees and the outside date are where deal risk is written down; our guide to breakup fees and go-shops explains those terms.
How do you read a layoff or bankruptcy 8-K?
An Item 2.05 report describes a plan to exit or dispose of a business activity, including the expected costs by type, such as severance and contract termination. It is due within four business days after the board or an authorized officer commits to the plan. If the costs cannot be estimated yet, the company files the estimate later, within four business days of determining it.
Item 2.05 is not the same as a WARN notice. A WARN notice goes to workers and state agencies 60 days before covered layoffs; our guide to WARN Act notice rules explains that separate requirement.
An Item 1.03 report names the court and the date of the bankruptcy filing. The press release attached as EX-99.1 typically describes financing for the case and plans for employees and customers. What the filing type means is covered in our guide to Chapter 11 vs Chapter 7.
How do you find a company’s 8-Ks on EDGAR?
EDGAR is free and needs no account.
- Search the company name or ticker in EDGAR company search.
- On the filing list, filter “Form type” to 8-K.
- Open a filing; the “Items” field in the index shows which items it covers before you read anything.
- Open the main document for the text, and the exhibits for the press release and agreements.
- To search across all companies by words, such as “Item 2.05” and a city name, use EDGAR full-text search, which covers filings since 2001.
An 8-K/A is an amendment, often filed to add financial statements of an acquired business or to correct an earlier report.
Bottom line
Read the item numbers first, the exhibit list second, and the body last. If an 8-K is “furnished” under Item 2.02 or 7.01 rather than “filed”, it carries less legal liability under the Exchange Act, which is worth knowing when a company puts forecasts there. Private companies do not file 8-Ks; their funding rounds show up, if at all, as a Form D.
FAQ
What does 8-K stand for?
It is simply the SEC form number. The SEC calls it a “current report”, as opposed to the annual 10-K and quarterly 10-Q.
Does every merger get an 8-K?
A US public company must file one when it signs a material definitive agreement, so any significant merger agreement appears under Item 1.01. Small acquisitions that are not material to the buyer may not trigger an 8-K for the buyer.
What is the difference between filed and furnished?
Information under Items 2.02 and 7.01 is “furnished” and not subject to Section 18 liability of the Exchange Act unless the company says otherwise. Everything else in an 8-K is “filed”.
Can I get an alert when a company files an 8-K?
Yes. EDGAR offers RSS feeds for each company’s filings, and many brokerages and investor relations sites offer email alerts for new SEC filings.
