Chapter Field Guide · Financial Statements
How to Read an 8-K Filing
The filing that moves stocks overnight — and most investors have never opened one directly.
When a stock gaps on news, the 8-K is where you read what actually happened — not what someone said happened.
Try it first
What Is an 8-K and Why It Matters
The 10-K tells you what happened over the year. The 10-Q updates the quarter. The 8-K tells you what happened this week — sometimes this morning. It is the SEC's mechanism for real-time disclosure of material events: anything that a reasonable investor would consider important when deciding whether to buy, sell, or hold the stock.
Companies must file an 8-K within four business days of a triggering event. In practice, most file the same day the event becomes public, because the news is already moving the stock and the filing is a legal formality. An earnings pre-release, a CEO departure, a material acquisition, a restatement notice — all of these hit the market through the 8-K before they appear in any scheduled filing.
Most retail investors encounter 8-K information secondhand — through headlines, analyst notes, or social media threads. The filing itself is rarely more than a few pages. Reading it directly takes less time than reading the coverage about it, and the filing contains information the coverage routinely omits: the exhibit index, the separation agreement terms, the MAC clauses in a merger agreement, the specific accounting periods affected by a restatement.
The 9 Item Numbers You Need to Know
Every 8-K is organized by item numbers. The SEC defines nine categories (Items 1 through 9), each covering a different type of event. The item number is the first thing to check — it tells you what kind of event you're looking at before you read a single word of the filing.
- Item 1 — Registrant's Business and Operations. Covers material agreements (1.01), terminations of agreements (1.02), and bankruptcy (1.03). When you see Item 1.01, the exhibit usually contains the full agreement.
- Item 2 — Financial Information. The most traded category. Includes completion of acquisitions (2.01), earnings pre-releases (2.02), exit/disposal costs (2.05), and material impairments (2.06). Item 2.02 is the one that moves stocks on earnings day.
- Item 3 — Securities and Trading Markets. Delisting notices (3.01) and unregistered sales of equity (3.02). A 3.01 filing means the stock exchange has flagged the company for potential delisting — institutional liquidity evaporates.
- Item 4 — Matters Related to Accountants. Auditor changes (4.01) and restatement notices (4.02). Item 4.02 — non- reliance on prior financials — is one of the most severe disclosures a company can make. It means the numbers you've been relying on were wrong.
- Item 5 — Corporate Governance and Management. Executive departures and appointments (5.02), bylaw amendments (5.03), and shareholder vote results (5.07). A sudden CFO departure mid-audit is a red flag no matter what the press release says.
- Items 6, 7, 8. Asset-backed securities (6.xx), Regulation FD disclosures (7.01), and catch-all "other events" (8.01). Item 7.01 is typically investor presentations. Item 8.01 is where companies disclose things that don't fit elsewhere — buyback announcements, litigation updates, regulatory approvals.
- Item 9 — Financial Statements and Exhibits. The exhibit index (9.01). Every agreement, press release, and letter referenced in the 8-K is listed here with its exhibit number.
Use the interactive decoder above to explore each item number in detail. The pattern to develop: read the item number first, then the press release exhibit, then the underlying agreement or letter. That sequence takes five minutes and gives you more context than most coverage provides.
How to Read the Exhibits
The body of an 8-K is usually short — a paragraph or two describing the event. The real information lives in the exhibits. Exhibit 99.1 is almost always the press release. Exhibit 10.1 is typically the material agreement. The exhibit index at Item 9.01 lists everything attached.
For material agreements (Item 1.01), the exhibit contains the full contract. You don't need to read all of it. Focus on three sections: the termination clause (how either party can walk away), the material adverse change (MAC) condition (what events let the deal collapse), and the consideration section (what's being paid, in what form, and on what timeline). In a merger agreement, the MAC clause is where deals die. In a credit facility, the covenants section determines whether the company can still operate freely.
For earnings pre-releases (Item 2.02), the press release exhibit contains the headline numbers. Compare them to consensus estimates. Check whether the company is reporting GAAP or "adjusted" figures. Look for any change in forward guidance — companies that lower guidance in the same filing as an earnings beat are telling you the quarter ahead is weaker than the one just reported.
For executive departures (Item 5.02), the separation agreement is the exhibit to read. Severance size, the presence or absence of a consulting arrangement, non-compete duration, and whether the departure is characterized as a resignation or termination all carry signal. A CEO who leaves with a large severance and no consulting role was pushed. A CEO who stays on as an advisor for 12 months is transitioning, not departing under pressure.
Worked Example: Earnings Pre-Release 8-K
A mid-cap SaaS company files an 8-K under Item 2.02 on a Tuesday afternoon. The press release (Exhibit 99.1) reports Q3 revenue of $142 million versus consensus of $138 million. Adjusted EPS of $0.31 versus consensus of $0.28. The stock moves up 6% after hours.
An investor who reads only the headline sees a beat on both lines. An investor who reads the exhibit notices three things. First, the company lowered full-year revenue guidance from $580–590 million to $565–575 million — the beat was real, but the outlook deteriorated. Second, the "adjusted" EPS excludes $18 million in restructuring charges disclosed in a separate Item 2.05 filing on the same day. Third, the company changed its definition of "adjusted EBITDA" to exclude stock-based compensation for the first time, which inflated the EBITDA beat.
By the next morning, the stock has given back the afterhours gain and trades down 2%. The headline said "beat." The exhibit said "beat this quarter, weaker ahead, and we changed how we count." The five-minute read of the full filing was the difference between chasing the headline and understanding the event.
Worked Example: CEO Departure 8-K
A consumer goods company files an 8-K under Item 5.02 disclosing that the CEO is "stepping down to pursue other opportunities, effective immediately." The press release thanks the departing CEO for years of service. The board appoints the CFO as interim CEO.
The press release is friendly boilerplate. The separation agreement (Exhibit 10.1) tells a different story. The departing CEO receives 24 months of base salary, accelerated vesting on all unvested equity, and a mutual non-disparagement clause. There is no consulting arrangement. The non-compete is 6 months — unusually short for a CEO. The effective date is the filing date itself, not two weeks out.
Translation: this was not voluntary. A CEO who leaves on good terms typically stays for a transition period, accepts a consulting role, and has a standard 12-to-18-month non-compete. Immediate departure, maximum severance, no transition, and a short non-compete means the board moved fast and the CEO negotiated a clean exit. The press release said retirement. The separation agreement said termination. The stock dropped 11% in two days as the market priced in governance risk and leadership uncertainty.
Worked Example: Material Acquisition 8-K
An industrial conglomerate files an 8-K under Item 1.01 and Item 2.01 announcing the acquisition of a specialty chemicals business for $2.1 billion. The press release emphasizes "strategic fit" and "accretive within 12 months."
The merger agreement (Exhibit 10.1) reveals the details. The purchase price is $2.1 billion, funded by $800 million in new term loan debt, $600 million drawn from the revolving credit facility, and $700 million in newly issued shares. The acquirer's share count will increase 15%. The MAC clause excludes "general economic conditions" and "industry-wide effects" — meaning only target-specific problems can kill the deal. There is a $125 million breakup fee if the acquirer walks away and a $65 million fee if the target accepts a superior offer.
The accretion claim in the press release is based on "adjusted" earnings that exclude $180 million in estimated integration costs over three years. On a GAAP basis, the deal is dilutive for two years. The debt load pushes net debt/EBITDA from 2.1x to 3.6x, near the 4.0x covenant threshold in the existing credit agreement.
None of this was in the press release. All of it was in the exhibit. The press release said "accretive." The merger agreement said "levered, dilutive on GAAP, and one bad quarter away from a covenant breach."
When an 8-K Is Actionable vs Noise
Most 8-Ks are routine. Regulation FD presentations, bylaw amendments, director appointments to fill a planned vacancy — these are compliance filings, not investment events. The signal-to-noise ratio in 8-Ks is low by volume but high by impact when a material filing hits.
Actionable 8-Ks share common traits. They involve a change in the company's financial trajectory (earnings revision, guidance change), a change in who runs the company (CEO/CFO departure), a change in the company's structure (material acquisition or disposition), or a change in the reliability of its reported numbers (restatement, auditor change). These filings require reading the exhibit, not just the headline, because the terms determine whether the event is positive, negative, or neutral.
Noise 8-Ks include Regulation FD presentations that rehash the last earnings call, routine director elections, grants of equity to new hires, and bylaw amendments that don't change shareholder rights. These filings are filed because the SEC requires them, not because anything meaningful changed.
- Read immediately: Items 1.03 (bankruptcy), 2.02 (earnings), 4.02 (restatement), 5.02 (CEO/CFO departure). These are stock-moving events where the first 30 minutes of information asymmetry matter.
- Read within a day: Items 1.01 (material agreement), 2.01 (acquisition/disposition), 2.05 (restructuring), 4.01 (auditor change). These require exhibit analysis but are rarely urgent enough to trade on before reading the terms.
- Skim or skip: Items 3.02, 5.03, 5.07, 7.01, and most 8.01 filings. Check the headline, file it, move on.
Questions worth asking
What is an 8-K filing?
An 8-K is a current report that public companies must file with the SEC when a material event occurs between regular quarterly (10-Q) and annual (10-K) filings. Material events include earnings pre-releases, executive departures, mergers, asset sales, and changes to the company's auditor. The 8-K must be filed within four business days of the triggering event, making it the fastest mandatory disclosure mechanism in U.S. securities law.
How quickly do companies have to file an 8-K?
Companies must file an 8-K within four business days of a triggering event. In practice, many companies file the same day — especially for earnings pre-releases and executive departures — because the news is already moving the stock. Late filings are flagged by the SEC and can affect a company's eligibility for short-form registration statements, which matters when they need to raise capital quickly.
What is the difference between an 8-K and a 10-K?
A 10-K is the comprehensive annual report filed once a year with audited financial statements. An 8-K is an event-driven current report filed whenever something material happens between scheduled filings. Think of the 10-K as the annual physical and the 8-K as the emergency room visit. The 8-K covers a single event in real time; the 10-K covers the full year after the fact.
Which 8-K items move the stock the most?
Item 2.02 (earnings pre-releases) consistently generates the largest stock moves because it directly updates the market's earnings expectations. Item 5.02 (CEO or CFO departures) is the second most impactful, especially when the departure is sudden or unexplained. Item 1.01 (material agreements) moves stocks when the agreement is transformative — a merger, a major contract win, or a new debt facility with restrictive covenants.
Where do I find 8-K filings?
All 8-K filings are free on the SEC's EDGAR database at sec.gov. Search by company name or ticker, then filter by form type '8-K.' Most financial data providers (Yahoo Finance, Seeking Alpha, SEC.report) also link to filings. For real-time alerts, set up an RSS feed from EDGAR or use the SEC's full-text search at efts.sec.gov.