8-K item disclosures
A Form 8-K is the SEC’s “current report” — the filing a company is required to make within four business days of any specified material event. Each event type maps to a numbered item code under SEC Regulation FD. The item code is the most efficient possible signal of what the filing actually contains; you can read the disposition of an entire 8-K from its item-code table.
The structure
Every 8-K opens with a list of items being disclosed. The items are codified into eight sections (1 through 8), each subdivided. Item 1.01 means “entry into a material definitive agreement.” Item 5.02 means “departure or election of directors or officers.” The numeric structure is mechanical, which is what makes it parseable at scale.
The events that matter most
- 1.01 / 1.02 — Material agreements signed or terminated. Contracts large enough to require separate disclosure, including supply agreements, joint ventures, partnerships, and revenue arrangements that meet materiality thresholds.
- 2.01 — Acquisition or disposition of assets. Closed transactions over the materiality threshold. The companion 8-K/A (amended) typically follows within 71 days with the historical financials of the acquired business.
- 2.02 — Earnings releases. Quarterly results are first disclosed here, typically as an exhibit; the formal 10-Q follows weeks later.
- 2.05 — Costs associated with exit or disposal. Restructuring announcements. The dollar amount the company expects to charge against earnings is disclosed here.
- 5.02 — Departure / election of directors or officers. CFO transitions, CEO succession, board changes. The compensatory arrangements for the new officer are typically attached as an exhibit.
- 5.03 — Amendments to articles of incorporation or bylaws. Governance changes. Often follows a contested proxy or activist settlement.
- 8.01 — Other events. The catch-all. Companies use 8.01 when a material event doesn’t fit cleanly elsewhere — a settled lawsuit, a regulatory approval, a key customer announcement.
What we treat as curriculum-relevant
Filing.fyi’s pipeline tags an 8-K as curriculum-relevant when it discloses any of items 1.01, 1.02, 2.01, 2.05, 5.02, or 5.03. Those are the disclosures that materially change the business model, the executive composition, or the risk-factor inventory in a way that should regenerate the educational content for that ticker. Item 2.02 (earnings) and item 8.01 (other) are intentionally excluded — they’re noisy in aggregate and the next 10-Q will pick up the substantive content.
Worked example
A typical 8-K reads: “Item 5.02 Departure of Directors or Certain Officers; Election of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.” The exhibit list at the end of the filing will contain (a) the press release announcing the change, and often (b) the new officer’s employment agreement. Reading those two exhibits gives you the entire substance of the filing in five minutes.
What to take away
Read the item codes first. They tell you exactly what the filing contains and exactly which sections to read. The 8-K is the single most information-dense filing the SEC requires, and the item-code system is what makes it navigable at scale. Skipping straight to the “Item X.XX” headings on every 8-K you encounter is one of the highest-leverage habits you can build as a filing reader.