8-K Items Explained: What Every Item Code From 1.01 To 9.01 Tells You, With Examples
A plain-English guide to the 8-K item codes, which ones are routine paperwork, which are rare, and what to check in each, with counts from a 90-day sample.
What an 8-K is and how many items it can carry
An 8-K is the report a public company files when a defined event occurs, such as signing a major contract, changing executives or releasing results. The SEC's rule that created most of today's item structure sorted the items into topical sections and set a four-business-day deadline for most of them. The Investor.gov bulletin on reading an 8-K says the same: most disclosures are due within four business days of the triggering event, and in some cases earlier.
One filing can report several items, so a single 8-K often pairs, say, 2.02 with 9.01. You can search them yourself with EDGAR full-text search and see the official Form 8-K.
Which 8-K items appear most often
In an analysis of 14,512 Form 8-K filings on EDGAR from July 29 to October 26, 2026, Item 7.01 was the most common item besides exhibits, appearing in 27.7% of filings. The sample compared with 15,126 filings in the same window a year earlier, a 4% decline. Amendments (8-K/A) were left out, and asset-backed securities items were excluded. Shares add up to more than 100% because filings carry several items.
| Item | What it means | Filings | Share of 8-Ks | vs a year earlier |
|---|---|---|---|---|
| 9.01 Financial Statements and Exhibits | attached financial statements or exhibits | 11,300 | 77.9% | -5% |
| 7.01 Regulation FD Disclosure | shared information under Regulation FD (often a slide deck or press release) | 4,019 | 27.7% | +2% |
| 8.01 Other Events | reported another event it chose to disclose | 3,871 | 26.7% | -10% |
| 2.02 Results of Operations and Financial Condition | released quarterly or annual results | 3,793 | 26.1% | -1% |
| 1.01 Material Definitive Agreement | signed a major contract or deal | 2,425 | 16.7% | -14% |
| 5.02 Departure/Appointment of Directors or Officers | had a director or officer leave or join, or set an executive's pay | 2,359 | 16.3% | -4% |
| 2.03 Creation of Direct Financial Obligation | took on a significant new debt or obligation | 1,106 | 7.6% | -16% |
| 3.02 Unregistered Sales of Equity Securities | sold shares outside a registered offering | 1,070 | 7.4% | 0% |
| 5.07 Submission of Matters to a Vote of Security Holders | reported shareholder vote results | 579 | 4.0% | -3% |
| 5.03 Amendments to Articles of Incorporation or Bylaws | amended its charter or bylaws | 570 | 3.9% | -4% |
| 3.01 Delisting or Transfer | received a listing-standards notice, moved exchanges, or is delisting | 348 | 2.4% | +9% |
| 2.01 Acquisition or Disposition of Assets | completed an acquisition or sale of assets | 296 | 2.0% | +3% |
| 1.02 Termination of Material Agreement | ended a major contract | 237 | 1.6% | -6% |
| 4.01 Changes in Registrant's Certifying Accountant | changed its outside auditor | 102 | 0.7% | -16% |
| 5.01 Changes in Control of Registrant | had a change in control | 92 | 0.6% | -10% |
| 2.05 Costs Associated With Exit or Disposal Activities | announced layoffs, closures or exit costs | 60 | 0.4% | +28% |
| 4.02 Non-Reliance on Previously Issued Financial Statements | said past financial statements can no longer be relied on | 26 | 0.2% | -10% |
| 1.03 Bankruptcy or Receivership | filed for bankruptcy or receivership | 18 | 0.1% | 0% |
| 2.06 Material Impairments | wrote down the value of assets | 14 | 0.1% | -39% |
| 1.05 Material Cybersecurity Incidents | disclosed a material cybersecurity incident | 6 | under 0.1% | +20% |
Item 9.01: financial statements and exhibits
Item 9.01 is the attachment slot. It appeared in 11,300 filings, 77.9% of the sample. It says nothing about the event by itself: it lists the exhibits, such as a press release, an agreement or a slide deck. Treat it as a pointer, and open the exhibit to see the substance. There is no single example, because it accompanies almost every other item.
Item 7.01: Regulation FD disclosure
Item 7.01 covers information a company shares broadly so that no one group gets it first, often an investor presentation or press release. It appeared in 4,019 filings (27.7%). It is voluntary, so check what the attachment actually contains. Cumberland's plan to file a heart drug without a late-stage trial shows the type: a company laying out its regulatory path, with a reported statistically significant 5.4% absolute improvement in ejection fraction from its mid-stage study, even as the FDA raised doubts about the data package.
Item 8.01: other events
Item 8.01 is the catch-all for events a company chooses to report that fit no other item. It appeared in 3,871 filings (26.7%), down 10% from a year earlier. Read the text, because the range runs from minor to major. Arlo's board approving a $100 million stock repurchase is an example: a buyback authorization has no item of its own.
Item 2.02: results of operations
Item 2.02 is the earnings item, filed when a company releases results. It appeared in 3,793 filings (26.1%), and it clusters after each quarter ends. Check which numbers are adjusted and which are reported. CMS Energy's results showed why: adjusted earnings rose to $1.44 a share, while reported earnings fell to $0.39 from $0.92 after restructuring charges.
Item 1.01: entry into a material agreement
Item 1.01 reports a significant contract not made in the ordinary course of business, such as a loan, merger agreement or long lease. It appeared in 2,425 filings (16.7%), down 14%. Check the parties, the size, and any conditions or termination fees. When Invesco took on a $1.5 billion loan to repurchase preferred stock, the buyback paid a 12.5% premium.
Item 1.02: termination of a material agreement
Item 1.02 is filed when a significant contract ends. It appeared in 237 filings (1.6%). Check whether the company paid a penalty and what replaces the contract. Supernus closed out its UBS credit line ahead of a merger, an undrawn, uncommitted revolving line, with the bank's hold on collateral released.
Item 1.03: bankruptcy or receivership
Item 1.03 is filed when a company enters bankruptcy or receivership. It is rare: 18 filings (0.1%). Read the court, the chapter and what happens to shareholders. Leslie's filed an 8-K on October 22 reporting this item.
Item 1.05: material cybersecurity incidents
Item 1.05 reports a cybersecurity incident the company has determined is material. Only 6 filings (under 0.1%) used it in the sample, up 20% from a year earlier. Check the incident's nature, scope and likely effects, which companies may update later. Park Dental Partners filed an 8-K on October 13 reporting this item.
Item 2.01: completion of an acquisition or disposition
Item 2.01 is filed when a deal closes, as opposed to when it is signed. It appeared in 296 filings (2.0%). Check the price, the form of payment and any earnout. Vertiv closed a deal for UtilityInnovation Group, paying about $1.45 billion upfront with up to $1.15 billion more if targets are met.
Item 2.03: creation of a direct financial obligation
Item 2.03 reports significant new debt or similar obligations. It appeared in 1,106 filings (7.6%), down 16% from a year earlier. Check the amount, interest terms, maturity and collateral. Allegiant borrowed the entire $177.5 million of an aircraft-secured facility and drew $71.8 million under a separate one, leaving $159.3 million of a $231.0 million facility undrawn.
Item 2.05: exit or disposal costs
Item 2.05 covers layoffs, closures and other exit plans, with expected costs. It appeared in 60 filings (0.4%), against 47 a year earlier, up 28%. Check the cost range and timing. Maplebear's plan to shut its Caper Cart business carried expected charges of about $55 million to $80 million.
Item 2.06: material impairments
Item 2.06 is filed when a company concludes assets are worth materially less than their book value. It appeared in 14 filings (0.1%), down 39%. Check which assets and whether the charge is non-cash. Fortune Brands' agreement to sell Fiberon for $160 million in cash came with an expected further charge of about $175 million to $205 million.
Item 3.01: delisting or listing-standards notice
Item 3.01 covers a listing-standards notice, an exchange move or a delisting. It appeared in 348 filings (2.4%), up 9%. It often follows an acquisition closing, so check the reason before assuming distress. GM's move from the NYSE to Nasdaq opens the door to the Nasdaq-100 Index.
Item 3.02: unregistered sales of equity securities
Item 3.02 reports shares sold outside a registered offering, such as private placements or shares issued in deals. It appeared in 1,070 filings (7.4%). Check the number of shares, the price and who received them. Perpetua Resources' Army agreement involved an aggregate of 1,607,802 common shares.
Item 4.01: change in certifying accountant
Item 4.01 reports a change of outside auditor. It appeared in 102 filings (0.7%), down 16%, and is sometimes just because audit firms merged. Look for any disagreement language. Vylor kept PwC as auditor through a spin-off, with its audit committee naming the same firm that audited its carve-out financials.
Item 4.02: non-reliance on previously issued financial statements
Item 4.02 means a company says earlier financial statements should no longer be relied on. It is a reason to read the filing, not a verdict. It appeared in 26 filings (0.2%). Check which periods are affected and why. Panamera Holdings filed an 8-K on October 26 reporting this item.
Item 5.01: changes in control of the registrant
Item 5.01 is filed when control of a company changes hands. It appeared in 92 filings (0.6%). Check who now controls the company and what changed on the board. CRH's closing of its $7.5 billion Arcosa buyout at $150 a share made Arcosa a wholly owned subsidiary.
Item 5.02: directors and officers leave or join, or executive pay is set
Item 5.02 covers departures and appointments of directors and key officers, plus certain pay arrangements. It appeared in 2,359 filings (16.3%). Check who is leaving or joining, the effective date and any stated reason. First Horizon added a 13th board seat and elected Jeffrey Balser, 64, to it.
Item 5.03: amendments to articles or bylaws
Item 5.03 reports changes to a company's charter or bylaws. It appeared in 570 filings (3.9%). Check what rule changed. Southern tightened its bylaws for shareholders who want to call meetings or nominate directors.
Item 5.07: shareholder vote results
Item 5.07 reports the results of shareholder votes, usually after an annual meeting. It appeared in 579 filings (4.0%). Compare votes for, against and abstentions. At P&G's meeting, a special-meeting proposal drew 608,496,499 votes for and 1,043,653,976 against.
Routine items versus rare ones, and what changed from a year earlier
The routine group, 9.01, 7.01, 8.01 and 2.02, accounts for the bulk of filings. The rare items are the ones to read closely. Against the same dates a year earlier, 2.05 rose 28% (60 versus 47), while 2.03 fell 16% (1,106 versus 1,320) and 4.01 fell 16% (102 versus 121).
How fast an 8-K follows an event and how to read one in five minutes
Most items are due within four business days, so a filing's cover page shows the date of the earliest event reported. Compare it with the filing date. Then read the item headings, skim the text under each, and open the exhibits listed under 9.01. Exhibits, such as agreements and press releases, carry the specifics the item text summarizes.
Frequently asked questions
What is an 8-K?
It is the current report a public company files to disclose a significant event between its regular quarterly and annual reports.
How soon must it be filed?
Most items are due within four business days of the triggering event, and some sooner, according to the SEC.
Which items matter most?
It depends on your question. Rare items such as 4.02, 1.03, 1.05 and 2.06 warrant a careful read, while 9.01 and 7.01 are often routine.
What is Item 7.01?
It is the Regulation FD disclosure item, where a company shares information publicly, often a slide deck or press release. It appeared in 27.7% of filings in the sample.
How this analysis was done
The study counted every original Form 8-K on EDGAR filed from July 29, 2026 through October 26, 2026, by the item codes EDGAR records for each filing. Amendments (8-K/A) were left out because they add to an event already reported. The counts were compared with the same dates a year earlier so seasonal items, such as shareholder votes and results, are compared with their own season. One filing can report several items, so shares add up to more than 100%. Asset-backed securities items (6.01 to 6.05) were excluded.
Sources
- Form 8-K: General instructions — U.S. Securities and Exchange Commission
- EDGAR full-text search — U.S. Securities and Exchange Commission
- How to Read an 8-K | Investor.gov — investor.gov
- SEC.gov | Additional Form 8-K Disclosure Requirements and Acceleration of Filing Date — sec.gov
- Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 — sec.gov
- Cumberland Will File Duchenne Heart Drug Without A Phase 3 Trial, Though The FDA Raised Doubts — Bullished
- Arlo's Board Approves $100 Million Buyback Through 2028, Saying Shares Are Undervalued — Bullished
- CMS Energy Adjusted Earnings Climb To $1.44 A Share While NorthStar Charges Cut Reported Profit To $0.39 — Bullished
- Invesco Takes On A $1.5 Billion Loan To Buy Back MassMutual's Preferred Stock At A 12.5% Premium — Bullished
- Supernus Closes Out Its UBS Credit Line, Penalty-Free, Before Indivior Merger — Bullished
- Leslie's Form 8-K — SEC EDGAR
- Park Dental Partners Form 8-K — SEC EDGAR
- Vertiv Closes $1.45 Billion Deal For UtilityInnovation Group, With Up To $1.15 Billion More In Earnout — Bullished
- Allegiant Borrows All $177.5 Million Of Aircraft-Secured Facility, Plus $71.8 Million For Boeing Deposits — Bullished
- Maplebear Plans To Shut Its Caper Cart Business, With $55 Million To $80 Million In Charges Expected — Bullished
- Fortune Brands Agrees To Sell Fiberon For $160 Million, Expects Further $175 Million To $205 Million Charge — Bullished
- GM Is Leaving The NYSE For Nasdaq On November 17, With The Nasdaq-100 In Sight — Bullished
- Perpetua Resources Signs Army Deal Worth Up To $85 Million To Test Tungsten At Stibnite — Bullished
- Vylor Keeps PwC As Auditor Through The Corteva Spin, With No Auditor Dispute In The 8-K — Bullished
- Panamera Holdings Form 8-K — SEC EDGAR
- CRH Closes $7.5 Billion Arcosa Buyout At $150 A Share, Ending Its NYSE Run — Bullished
- First Horizon Adds A 13th Board Seat For Vanderbilt Medical Center CEO Jeffrey Balser — Bullished
- Southern Tightens Rules For Shareholders Who Want To Call Meetings Or Nominate Directors — Bullished
- P&G Holders Reject Special-Meeting Proposal, 608 Million Votes For To 1.04 Billion Against — Bullished
Bullished Learn guides explain how filings and markets work. They are education, not investment advice: nothing here is a recommendation to buy or sell any security.
