8-K Item Codes Explained: What Each Item Number Means

The short version

A Form 8-K is a "current report". Between quarterly and annual reports, a US public company must file one when certain events happen, and each event type has its own item number. The item numbers are the fastest way to know what a filing is about before reading a word of it: an 8-K tagged "1.01, 3.02, 9.01" is almost always a financing, while "5.02" means someone joined or left the leadership team.

Most items must be filed within four business days of the triggering event. A few items are voluntary, and two (2.02 and 7.01) are "furnished" rather than "filed", which changes the legal liability attached to them but not what you read.

How the numbering works

The items are grouped into nine sections. The first digit is the section, the second is the specific event.

One filing can carry several items. EDGAR lists them in the filing index, and Signal8's live SEC filings feed shows them alongside each 8-K.

The items that matter most

Section 1: business and operations

• Item 1.01, Entry into a Material Definitive Agreement. A contract outside the ordinary course of business: a merger agreement, a loan, a license, or a securities purchase agreement for a registered direct offering or a PIPE. The agreement itself is usually attached as an exhibit.
• Item 1.02, Termination of a Material Definitive Agreement. The reverse: a material contract ended early, other than by expiring on its own terms.
• Item 1.03, Bankruptcy or Receivership. The company or its parent filed for bankruptcy or a receiver was appointed. It is also used later in a case, for example when a court confirms a plan of reorganization.
• Item 1.05, Material Cybersecurity Incidents. Added in 2023. Due four business days after the company determines an incident is material, not four days after the incident.

Section 2: financial information

• Item 2.01, Completion of Acquisition or Disposition of Assets. A significant acquisition or sale has closed.
• Item 2.02, Results of Operations and Financial Condition. The earnings press release. Furnished, not filed.
• Item 2.03, Creation of a Direct Financial Obligation. The company took on material debt, such as a term loan or a convertible note. In small caps, this item is often the first place a convertible note appears.
• Item 2.04, Triggering Events. Something accelerated or increased an existing obligation, such as a default.

Section 3: securities and trading markets

• Item 3.01, Notice of Delisting or Failure to Satisfy a Continued Listing Rule. The exchange sent a deficiency notice, the company is transferring its listing, or it intends to delist. See the guide on Nasdaq deficiency notices.
• Item 3.02, Unregistered Sales of Equity Securities. The company sold shares, warrants or convertibles without SEC registration, as in a private placement. Disclosure is required once the unreported sales add up to 1% of the outstanding class, or 5% for a smaller reporting company.
• Item 3.03, Material Modification to Rights of Security Holders. Holders' rights changed, for example through a new class of preferred stock with senior rights. Charter amendments for a reverse split are often reported here and under 5.03.

Section 4: accountants and financial statements

• Item 4.01, Changes in Registrant's Certifying Accountant. The auditor resigned, declined to stand for reappointment, or was dismissed. The filing must say whether there were disagreements, and the former auditor provides a letter.
• Item 4.02, Non-Reliance on Previously Issued Financial Statements. Prior financial statements should no longer be relied upon. In plain terms: a restatement is coming.

Section 5: governance and management

• Item 5.01, Changes in Control of Registrant. A new person or group gained control.
• Item 5.02, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements. CEO, CFO and director changes, plus material compensation plans.
• Item 5.03, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
• Item 5.07, Submission of Matters to a Vote of Security Holders. The vote results from a shareholder meeting, due four business days after the meeting.

Sections 7 to 9

• Item 7.01, Regulation FD Disclosure. Information shared publicly to satisfy fair-disclosure rules, often an investor presentation. Furnished, not filed.
• Item 8.01, Other Events. A voluntary catch-all for anything the company considers important.
• Item 9.01, Financial Statements and Exhibits. The list of attachments. Almost every substantive 8-K includes it.

The four-business-day rule

The clock starts on the day of the event. Weekends and federal holidays do not count.

Items 7.01 and 8.01 have no deadline because they are optional, though a company using 7.01 to satisfy Regulation FD must furnish it promptly. Companies can file earlier than the deadline and often do: a financing 8-K frequently arrives the same morning as the press release.

Reading item combinations

Certain combinations recur often enough to recognise on sight. These are patterns, not rules; the document is always the final word.

Why the items matter for dilution research

For small companies, the 8-K is often the first document that reveals a financing's terms. The purchase agreement attached under 9.01 lists the share count, the price, warrant coverage and any reset provisions. Item 2.03 and Item 3.02 together are a reliable hint that convertible securities or unregistered shares exist. Comparing these filings against the share count on the next 10-Q is how analysts track how fast the count is growing. The what is dilution guide walks through that arithmetic.

How to check a company on Signal8

• The live SEC filings feed shows new 8-Ks as they are accepted by EDGAR, with filters by form type.
• Every company page has a Filings tab, for example AAPL's filings.
• Alerts can notify you when a company on your list files.

FAQ

How long does a company have to file an 8-K?

For most items, four business days after the triggering event. Weekends and federal holidays are excluded from the count. Item 5.07 runs four business days from the shareholder meeting, and Item 1.05 runs from the date the company determines a cybersecurity incident is material. Items 7.01 and 8.01 are voluntary, so there is no fixed deadline, although many companies file them the same day as a press release.

What is the difference between filed and furnished 8-K items?

Information under Items 2.02 and 7.01 is furnished, which means it is not subject to liability under Section 18 of the Exchange Act and is not automatically incorporated into registration statements. Everything else is filed. For a reader, the content is equally readable either way; the difference is legal, not informational.

What does Item 3.02 on an 8-K mean?

It means the company sold equity securities without registering them with the SEC, typically in a private placement to a small group of buyers. The company must disclose such sales once they add up to 1% of the outstanding shares of that class, or 5% for a smaller reporting company. The filing describes the securities sold, the price and the exemption relied upon.

Can one 8-K have more than one item?

Yes, and most substantive ones do. A financing commonly carries Item 1.01 for the agreement, Item 3.02 or 8.01 for the securities, and Item 9.01 for the exhibits. EDGAR lists every item reported in the filing index, so you can tell what a filing covers before opening it.