An 8-K is a "current report" filed with the SEC when something material happens at a public company between its regular quarterly and annual filings. The rule is simple: if an event is on the SEC's list of triggers, the company has 4 business days to file an 8-K describing it. That tight deadline makes 8-Ks the most timely disclosure format on EDGAR — faster than press releases in many cases, because the 8-K is the legal disclosure and the press release is the marketing around it.
Every 8-K declares which item codes apply. The item code tells you what the filing is about before you read a word of it. This page walks through the codes you'll see most often, with examples of what each one looks like in practice.
The structure of an item code
Item codes are two numbers separated by a period — 2.02, 5.02, 8.01. The first digit groups the category, the second digit identifies the specific event.
- 1.xx — Registrant's Business and Operations
- 2.xx — Financial Information
- 3.xx — Securities and Trading Markets
- 4.xx — Matters Related to Accountants and Financial Statements
- 5.xx — Corporate Governance and Management
- 6.xx — (Asset-Backed Securities — rare)
- 7.xx — Regulation FD
- 8.xx — Other Events
- 9.xx — Financial Statements and Exhibits
The items you'll see every quarter
Item 2.02 — Results of Operations and Financial Condition
The earnings 8-K. Every public company files one of these each quarter, usually within minutes of releasing their earnings press release. The press release itself is attached as Exhibit 99.1 (under Item 9.01). This is the single most common 8-K trigger in the US market — if you see a trending ticker on the day of its earnings, there's an 8-K hitting EDGAR.
What to look for: the actual revenue and EPS versus consensus, forward guidance language, any restructuring or impairment callouts, and any segment-level commentary. The 8-K itself is usually just a half-page referencing the exhibit; the real content is Exhibit 99.1.
Item 9.01 — Financial Statements and Exhibits
The "attachments" item. Almost every 8-K checks 9.01 to list the exhibits: press release (99.1), investor presentation (99.2), material contract (10.x), separation agreement (10.x), merger agreement (2.1). If you only open one part of an 8-K, open 9.01 to see what's attached.
Governance and management
Item 5.02 — Departure/Appointment of Directors or Officers
The CEO-transition, CFO-transition, board-change item. When the CFO resigns, when a new CEO is appointed, when a director leaves "for personal reasons" — this is the item. For material separations, companies also have to disclose the terms of the separation agreement (typically filed as an exhibit under 9.01).
What to look for: the wording of the departure. "Mutually agreed to separate" and "to pursue other opportunities" mean different things. Any new employment agreement for an incoming officer is an exhibit worth reading.
Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Charter amendments, classified-board changes, forum-selection clauses, supermajority provisions. Governance nerds live here. For most investors, skim and move on — but the exhibit (the redlined charter or bylaw) is where the substance lives.
Item 5.07 — Submission of Matters to a Vote of Security Holders
Filed after the annual shareholder meeting. Shows vote counts on every proposal: director elections, say-on-pay, auditor ratification, shareholder proposals. A director who received only 60% support is a signal — shareholders are unhappy.
M&A and major transactions
Item 1.01 — Entry into a Material Definitive Agreement
The "we signed something big" item. Triggers include signing a merger agreement, a material supply contract, a major credit facility, a licensing deal. The agreement itself is usually attached as an exhibit (10.x or 2.1).
Item 1.02 — Termination of a Material Definitive Agreement
The mirror of 1.01. A merger falls through, a big contract ends, a credit facility is terminated. Often pairs with a press release under 9.01.
Item 2.01 — Completion of Acquisition or Disposition of Assets
Filed when an M&A deal actually closes. If an Item 1.01 filing announced a merger, Item 2.01 is filed when it consummates. Usually requires pro-forma financials under Item 9.01 within 75 days.
Item 2.05 — Costs Associated with Exit or Disposal Activities
Restructuring announcements. Layoffs, plant closures, business-line exits. The 8-K discloses the estimated total cost, cash vs. non-cash split, and expected timing. Leading indicator of cost cuts ahead.
Accounting red flags
Item 4.01 — Changes in Registrant's Certifying Accountant
The company changed auditors. Sometimes routine (a large partner retired, a regional firm merged). Sometimes not. If the filing language is "the auditor declined to stand for reappointment" or there was "a disagreement," take it seriously.
Item 4.02 — Non-Reliance on Previously Issued Financial Statements
The restatement item. The company is telling you previously filed financials were materially wrong and should no longer be relied upon. This is almost always accompanied by a stock drop. Read the 8-K carefully — it describes which periods are affected, what the error was, and when corrected financials will be filed.
Debt and capital structure
Item 2.03 — Creation of a Direct Financial Obligation
New material debt issuance, drawdown on a credit facility, new credit agreement. Agreement attached as an exhibit.
Item 2.04 — Triggering Events That Accelerate a Direct Financial Obligation
A covenant was breached or an acceleration clause was triggered. This is unambiguously bad — creditors can demand immediate repayment.
Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule
The exchange is threatening to delist. Usually triggered by the stock trading below $1 for too long, or by the company falling out of compliance with equity or market-cap minimums.
Item 3.02 — Unregistered Sales of Equity Securities
Private placement, PIPE, convertible note issuance, warrants issued to a strategic partner. Dilution signal — check the size.
Regulation FD and other
Item 7.01 — Regulation FD Disclosure
A voluntary disclosure to level the playing field between big investors and everyone else. Investor-day presentations, strategic updates, analyst meeting materials — all land here.
Item 8.01 — Other Events
The catchall. When something material happens that doesn't fit any other item, companies use 8.01. Examples: the passing of a founder, a major product recall, the outcome of a significant lawsuit, a major cybersecurity incident that doesn't hit a more specific trigger.
How to skim an 8-K in 60 seconds
- Read the item codes listed on the cover. They tell you what this is before you read anything.
- Scroll to Item 9.01. Look at the exhibit list — 99.1 is almost always the press release.
- Open 99.1 and read the headline and first paragraph. That's the news.
- If it's a 5.02 officer change: read the separation agreement exhibit.
- If it's a 4.02 restatement: read the body of the 8-K carefully and check which quarters are affected.
How Portolio surfaces 8-Ks
Every 8-K on Portolio shows its item codes as colored badges so you can see at a glance what the filing is about. Earnings 8-Ks (2.02) land on the /discover/recent-earnings page the moment they hit EDGAR. Each 8-K also gets a Smart Summary — plain-English paragraphs extracted from the body and the attached press release, with the item code's meaning inline so you don't have to cross-reference this page to understand what you're reading.