Form 8-K

A statement used to notify investors in United States public companies of significant events that may be important to stakeholders 

An 8-K is an SEC filing that companies are required to complete and submit in the event of any situation that may be important to either shareholders or the US Government and SEC. The 8-K form will include a summary of the event in question as well as any relevant information (i.e., financial statements, press release, the letter from the CEO, etc.).

american eagle

Important events can include:

  • Bankruptcy
  • The departure of a key employee (i.e., CEO)
  • Change in the Board of Directors
  • Corporate activity such as an acquisition or sale of assets

It must be filed by public companies with the SEC per the Securities Exchange Act of 1934, as amended.

The SEC reports are available through the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) platform.

Understanding Form 8-K in Detail

Form 8-K is a periodic report that publicly listed companies file to disclose material changes. Unlike Form 10-K and Form 10-Q, filed annually and quarterly, a public company files an 8-K whenever a material event occurs.

After any significant event like bankruptcy or departure of a senior manager, any publicly listed company needs to file a current report on an 8-K within four business days to provide an update.


Stakeholders can count on the information in an 8-K to be timely.

The company must determine if the information is material and submit the report to the SEC. 

The form instructs that the following events, among others, require the public company, referred to as the registrant, to file a Form 8K outlining the event: 

  1. Financial statements and exhibits 
  2. Bankruptcy 
  3. Amendments to articles of incorporation or bylaws 
  4. Completion of acquisition or disposition of assets
  5. Results of operations and financial condition,
  6. Regulation FD disclosure 
  7. Unregistered sales of equity securities 
  8. Changes in control of a registrant
  9. Changes in the registrant's certifying accountant
  10. Changes in or election of directors and senior officers
  11. Submission of matters to a vote of security holders
  12. Entry into or termination of a material definitive agreement 


First and foremost, an 8-K provides investors timely notification of significant changes at the publicly listed companies defined explicitly by the SEC.

man looking at graphs

Other events necessary to report in an 8-K are those that the firm considers to be sufficiently noteworthy. 

The form provides a way for companies to communicate directly with their stakeholders. The information provided is fair, accurate, and free from being filtered or altered. 

It also provides substantial benefits to listed companies. By filing an 8-K quickly, the firm's management can meet specific disclosure requirements and avoid allegations like insider trading.

An 8-K is a highly valuable record for economic researchers. For example, academicians/researchers might study various events' influence on stock prices. 

It is possible to study and estimate the impact of these events using regressions, but researchers need reliable data. Because the disclosures in these forms are legally required, they provide a complete record and prevent sample selection bias.


Like any other legal paperwork, the form imposes costs on businesses, such as the cost of preparing and submitting the forms and possible fines for failing to file on time. 

bundle of cash being weighed

Although this is only one small part of the problem, the mandate to file 8-Ks also deters smaller companies from going public in the first place. 
Mandating companies to provide information helps stakeholders make wise choices. However, it reduces their investment options when businesses' burdens become too high.

PE Interview Course

Everything You Need To Break into Private Equity

Sign Up to The Insider's Guide on How to Land the Most Prestigious Buyside Roles on Wall Street.

Learn More


The SEC requires disclosure from publicly listed companies for numerous changes relating to a registrant's business and operations. 


The bankruptcy of an entity or changes to a material definitive agreement must be reported. Other financial information disclosure requirements include:

  • Substantial impairments
  • The completion of an acquisition
  • Changes in the firm's financial condition
  • Disposal activities

The SEC mandates filing an 8-K for the delisting of stock, failure to meet listing standards, unregistered sales of securities, and material modifications to shareholder rights.

An 8-K is required when a company changes accounting firms used for certification. 

Changes in corporate governance, such as amendments to articles of incorporation or control of the registrant, must be reported. 

Changes concerning the fiscal year and modifications of the registrant's code of ethics must also be disclosed. The SEC also requires a report upon a director or senior management's appointment, departure, or election. 

The form must also be used to report changes related to asset-backed securities. 

8-K reports may be filed based on the company's discretion and what it considers to be "material" to relevant stakeholders.

This form may also be used to meet Regulation Fair Disclosure (Reg FD) requirements. 

When is Form 8-K required?

newspaper read

SEC Form 8-K is used to notify investors of a current event. These types of events include:

  • Changes in fiscal year
  • Material impairments
  • Change in control
  • Director elections and departures
  • Change in accountants
  • Asset acquisition or sale
  • Modifications to shareholder rights
  • Senior officer appointments and departures
  • Consummation of a material 
  • Costs associated with exit plans or disposal plans (layoffs, shutting down a plant, or material change in services or outlets)
  • Mine shutdowns 
  • Violations of my health and safety laws
  • Certain financial obligations (such as incurrence of material debt)
  • Events that accelerate material obligations (defaults on loans)
  • Failing to satisfy listing requirements or delisting from a securities exchange  
  • Unregistered equity sales (private placements)
  • Determinations that previously issued financial statements are not reliable.
  • Amendments to articles/certificate of incorporation or bylaws
  • A trading suspension under employee benefit plans
  • Amendments or waivers of code of ethics
  • Changes in shell company status
  • Results of shareholder votes
  • Disclosures applicable to issuers of asset-backed securities
  • Disclosures necessary to comply with Regulation FD
  • Certain financial statements and other exhibits.
  • Other material events

Investors should always read any 8-K forms filed by companies in which they have invested. These reports are material to the company and frequently contain information that will affect the share price.

Reading Form 8-K

An 8-K filing typically will only have two major parts: the name and description of the event and any relevant exhibits. 

The name and description of the event carry all the information that the company considers material to shareholders and the Securities and Exchange Commission (SEC). 

reading from screen

It is important to read this, as it has been deemed "material" by the company. 

Any relevant exhibits may include financial statements, press releases, data tables, or other information referenced in the event description.

SEC Form 8-K Items

The SEC outlines various situations requiring filing an 8-K, which contains nine sections within the Investor Bulletin, each of which may have anywhere from one to eight subsections. 

The 8-K items are defined in the following table:

Form 8K items
Section 1Registrant's Business and Operations
Item 1.01Entry into a Material Definitive Agreement
Item 1.02Termination of a Material Definitive Agreement
Item 1.03Bankruptcy or Receivership
Item 1.04Mine Safety - Reporting of Shutdowns and Patterns of Violations
Section 2Financial Information
Item 2.01Completion of Acquisition or Disposition of Assets
Item 2.02Results of Operations and Financial Condition
Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.04Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Item 2.05Costs Associated with Exit or Disposal Activities
Item 2.06Material Impairments
Section 3Securities and Trading Markets
Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.02Unregistered Sales of Equity Securities
Item 3.03Material Modification to Rights of Security Holders
Section 4Matters Related to Accountants and Financial Statements
Item 4.01Changes in Registrant's Certifying Accountant
Item 4.02Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
Section 5Corporate Governance and Management
Item 5.01Changes in Control of Registrants
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.04Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
Item 5.05Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics
Item 5.06Change in Shell Company Status
Item 5.07Submission of Matters to a Vote of Security Holders
Item 5.08Shareholder Director Nominations
Section 6Asset-Backed Securities
Item 6.01ABS Informational and Computational Material
Item 6.02Change of Servicer or Trustee
Item 6.03Change in Credit Enhancement or Other External Support
Item 6.04Failure to Make a Required Distribution
Item 6.05Securities Act Updating Disclosure
Section 7Regulation FD
Item 7.01Regulation FD Disclosure
Section 8Other Events
Item 8.01Other Events (The registrant can use this Item to report events that are not specifically called for by Form 8-K, that the registrant considers being of importance to security holders.)
Section 9Financial Statements and Exhibits
Item 9.01Financial Statements and Exhibits


The Goldman Sachs Group, Inc. is an American multinational investment bank and financial services company headquartered in New York City. On 27th June 2022, it filed an 8-K with the SEC.


Excel Modeling Course

Everything You Need To Master Excel Modeling

To Help You Thrive in the Most Prestigious Jobs on Wall Street.

Learn More

Researched and authored by Rohan Kumar Singh | LinkedIn

Reviewed and Edited by Sara De Meyer | LinkedIn

Uploaded and Published by Omair Reza Laskar | LinkedIn

Free Resources

To continue learning and advancing your career, check out these additional helpful WSO resources: