Definition
The term Form 8-K refers to a report that summarizes material events that may be of importance to the Securities and Exchange Commission or investors. The Form 8-K is used to describe a number of material events as they occur. Regulations require companies to file this report with the Securities and Exchange Commission within four days of the event.
Explanation
Publicly-traded companies are required by federal securities laws to disclose certain operating and financial information on an ongoing basis. Form 8-K fulfills this ongoing disclosure gap when material events occur between a company's Form 10-K (annual) and Form 10-Q (quarterly) filings.
Companies are required to file Form 8-K with the Securities and Exchange Commission (SEC) within four days of what are termed material events. Shareholders are encouraged to read through these disclosures, since the information contained therein can affect the company's price per share. The SEC groups this information into the following categories:
Registrant's Business and Operations: includes entry and termination of definitive agreements, bankruptcies, and receiverships.
Financial Information: includes acquisition or disposal of assets, creation of financial obligations, off-balance sheet arrangements, disposal activities, and material impairments.
Securities and Trading: includes delisting, unregistered sales of securities, and modifications to the rights of security holders.
Accountants and Financial Statements: includes changes in certifying accountant, non-reliance on previously issued financial statements or audit reports of previously disclosed information.
Corporate Governance: includes changes in registrant control, departure or election of officers and directors, compensation of certain officers, amendments to bylaws, suspension of trading under an employee benefits plan, items to be voted on by shareholders, as well as a change in the registrant's code of ethics.
Asset-Backed Securities: includes information and computational materials, change in trustee or external support, and failure to make a distribution.
Financial Statements and Exhibits: material changes to previously issued financial statements and supporting exhibits.
While the above require companies to file an 8-K report with the SEC within four days, companies are also required to file this form as part of their Regulation FD (fair disclosure) obligation, in addition to any other information deemed by the company to be of importance to holders of their securities.
The information found in a Form 8-K typically includes the name of the event, as well as supporting information. This can include financial statements, event descriptions, backup materials as well as press releases.
Related Terms
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The term Form 10-K refers to an annual report that summarizes the business and financial performance of a company. Form 10-K is a detailed document, which is produced by companies at the close of their fiscal year. The document contains a large number of audited financial statements that publically-traded companies are required to file with the Securities and Exchange Commission each year.Moneyzine EditorJanuary 18th, 2024
The term Form 10-Q refers to a quarterly report that summarizes the business and financial performance of a company. Form 10-Q is a detailed document, which is produced three times each year and contains a number of unaudited financial statements publicly-traded companies are required to file with the Securities and Exchange Commission.Moneyzine EditorJanuary 18th, 2024
The term annual report refers to a document that summarizes the operating and financial performance of a company over the course of a year. An annual report is typically distributed to shareholders along with a definitive proxy statement approximately forty days prior to the company's annual stockholder meeting.Moneyzine EditorJanuary 5th, 2024
The term proxy statement refers to a document companies provide to their shareholders outlining decisions the company will discuss at a special or annual shareholder meeting. The Securities and Exchange Commission requires companies to provide a definitive proxy statement to shareholders prior to a vote on important matters.Moneyzine EditorJanuary 15th, 2024
The term Form 3 refers to a report filed with the Securities and Exchange Commission when an individual first becomes a company insider. Reporting entities have ten days after the event to file this report with the Securities and Exchange Commission.Moneyzine EditorJanuary 18th, 2024
The term Form 4 refers to a report filed with the Securities and Exchange Commission whenever the holdings of company insiders change. Reporting entities have four days after the event to file these reports with the Securities and Exchange Commission.Moneyzine EditorJanuary 18th, 2024
The term Form 5 refers to a report filed with the Securities and Exchange Commission on an annual basis, summarizing the trading activities of company insiders. Reporting entities have forty-five days after the company's fiscal year is over to file these reports with the Securities and Exchange Commission.Moneyzine EditorJanuary 18th, 2024
