An 8-K is how a public company tells the market that something material just happened, usually within four business days of the event. Because companies file 8-Ks for dozens of different reasons, the SEC organizes them with item codes: a number like 2.02 or 5.02 at the top of the filing that tells you the category of event before you read the text.
Learn the codes and you can triage an 8-K in seconds. An earnings release and a routine bylaw amendment are both 8-Ks, but only one of them is likely to move the stock.
- 1.01Entry into a Material Agreement
- 1.02Termination of a Material Agreement
- 1.03Bankruptcy or Receivership
- 1.05Material Cybersecurity Incident
- 2.01Completion of Acquisition or Disposition
- 2.02Results of Operations (earnings)
- 2.03Creation of a Direct Financial Obligation
- 2.06Material Impairments
- 3.01Delisting or Failure to Meet Listing Rules
- 3.02Unregistered Sale of Equity Securities
- 4.01Change in Certifying Accountant
- 4.02Non-Reliance on Prior Financials (restatement)
- 5.01Change in Control of Registrant
- 5.02Departure or Election of Directors/Officers
- 5.03Amendments to Articles or Bylaws
- 5.07Submission of Matters to a Shareholder Vote
- 7.01Regulation FD Disclosure
- 8.01Other Events (catch-all)
- 9.01Financial Statements and Exhibits
How the numbering works
The number before the decimal is the broad category, and the number after it is the specific event. Section 1 covers business and operations, Section 2 covers financial information, Section 5 covers governance and management, and so on. A single 8-K can report more than one item at once, so an earnings release (Item 2.02) often arrives alongside the exhibit list (Item 9.01) that attaches the press release.
The codes that tend to move markets
A handful of item codes carry most of the market impact:
- 2.02 (Results of Operations): the earnings release. This is the single most-watched 8-K, filed each quarter when a company reports revenue and profit.
- 5.02 (Departure or Election of Directors/Officers): a CEO, CFO, or board change. Leadership transitions can reset the market's view of a company overnight.
- 1.01 and 2.01 (Material Agreements and Acquisitions): a major contract, merger, or divestiture. These reshape what the business is.
- 4.02 (Non-Reliance on Prior Financials): a restatement. The company is telling you its previously reported numbers were wrong, which is one of the more serious disclosures an 8-K can carry.
- 1.03 (Bankruptcy) and 3.01 (Delisting): existential events for the equity.
- 1.05 (Material Cybersecurity Incident): a newer code the SEC added in 2023, requiring prompt disclosure of significant breaches.
The quieter codes
Others are usually procedural. Item 5.07 reports the results of a shareholder vote, Item 7.01 is a Regulation FD disclosure (often a slide deck or conference appearance), and Item 8.01 is a catch-all for events that do not fit elsewhere. They are worth a glance but rarely move a stock on their own. Item 8.01 is the exception to watch, because its catch-all nature means companies occasionally use it for genuinely important news that has no dedicated code.
Read the item, then the context
The item code tells you the category, not the magnitude. A 5.02 filing could be a long-planned retirement or an abrupt CFO exit the week before earnings. The code gets you to the right filing fast; the text and the timing tell you how much it matters.
SignalX tags every 8-K with its item codes and generates a short, grounded summary of what the filing actually says, so you can scan a company's recent events without opening each document. Browse current reports from a company you follow, for example Apple, or read our overview of how the 8-K fits alongside the 10-K and 10-Q.