8-K Item Numbers: The Complete Reference
What are 8-K item numbers?
Every 8-K filing names the event it reports with a numbered item code. The SEC defines the codes and the official name of each one. The first digit gives the section, such as 5 for corporate governance. The second pair of digits gives the specific event, such as 5.02 for a change of officers or directors. One 8-K can report several items at once. The item numbers appear on the cover page of the filing.
Educational Content: This page lists SEC filing item numbers and explains what each one reports. It is not investment advice or a recommendation to buy or sell securities. All trading involves risk.
Section 1 — Registrant's business and operations
| Item | Official name | What it reports |
|---|---|---|
| 1.01 | Entry into a Material Definitive Agreement | The company signed a contract outside the ordinary course of business. Contracts, partnerships, credit lines, and merger agreements appear here. |
| 1.02 | Termination of a Material Definitive Agreement | A contract from Item 1.01 ended. The filing states whether it ended by its own terms or by early termination. |
| 1.03 | Bankruptcy or Receivership | The company entered bankruptcy or a court appointed a receiver. |
| 1.04 | Mine Safety — Reporting of Shutdowns and Patterns of Violations | A mine operator received a shutdown order or a pattern-of-violations notice. |
| 1.05 | Material Cybersecurity Incident | The company decided that a cybersecurity incident is material. The 4-day clock starts on the date of that decision. |
Section 2 — Financial information
| Item | Official name | What it reports |
|---|---|---|
| 2.01 | Completion of Acquisition or Disposition of Assets | A deal closed. The announcement of the same deal usually appeared earlier under Item 1.01. |
| 2.02 | Results of Operations and Financial Condition | Quarterly or annual results. This is the earnings release. The press release is usually Exhibit 99.1. |
| 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement | The company took on new debt or a similar obligation. |
| 2.04 | Triggering Events That Accelerate or Increase a Direct Financial Obligation | The company broke a loan covenant, or another event made a debt come due sooner. |
| 2.05 | Costs Associated with Exit or Disposal Activities | The company committed to a restructuring plan, such as layoffs or a plant closure, and estimated the cost. |
| 2.06 | Material Impairments | The company wrote down the value of an asset. Goodwill from an earlier acquisition is a common cause. |
Section 3 — Securities and trading markets
| Item | Official name | What it reports |
|---|---|---|
| 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | The exchange told the company it does not meet a listing standard. Common causes are a share price under $1, a market value below the minimum, and a late financial report. The filing gives the compliance deadline. |
| 3.02 | Unregistered Sales of Equity Securities | The company sold shares privately. The filing gives the share count, the price, and the use of the proceeds. |
| 3.03 | Material Modification to Rights of Security Holders | The terms attached to a class of securities changed. |
Section 4 — Accountants and financial statements
| Item | Official name | What it reports |
|---|---|---|
| 4.01 | Changes in Registrant's Certifying Accountant | The company changed auditors. The filing must state whether the auditor resigned or the company dismissed it, and must disclose any disagreement about accounting. Read the disagreements paragraph. |
| 4.02 | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | The company says that earlier financial statements are wrong and that readers must not rely on them. A restatement usually follows. |
Section 5 — Corporate governance and management
| Item | Official name | What it reports |
|---|---|---|
| 5.01 | Changes in Control of Registrant | Control of the company passed to a new owner. |
| 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | An officer or a director left, joined, or received a new pay package. The filing gives the name, the title, the effective date, and, for a departure, the reason if the company gives one. |
| 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | The charter or the bylaws changed, or the fiscal year moved. |
| 5.04 | Temporary Suspension of Trading Under Registrant's Employee Benefit Plans | The company blocked trading in a retirement plan for a period. |
| 5.05 | Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics | The code of ethics changed, or the board waived part of it for an officer. |
| 5.06 | Change in Shell Company Status | A shell company became an operating company. |
| 5.07 | Submission of Matters to a Vote of Security Holders | The filing reports the vote counts from a shareholder meeting. |
| 5.08 | Shareholder Director Nominations | A shareholder nominated a director. |
Section 6 — Asset-backed securities
Items 6.01 through 6.05 apply only to issuers of asset-backed securities. They cover informational material, a change of servicer or trustee, a change in credit support, a missed distribution, and Securities Act updating disclosure. Most readers never need this section.
Section 7 — Regulation FD
| Item | Official name | What it reports |
|---|---|---|
| 7.01 | Regulation FD Disclosure | Information the company releases to satisfy Regulation FD. The company files it at the same time as the public statement, or before it. Slide decks and conference remarks often arrive this way. |
Section 8 — Other events
| Item | Official name | What it reports |
|---|---|---|
| 8.01 | Other Events | Anything the company chooses to disclose that no other item covers. Clinical trial results, product launches, litigation updates, and buyback programs all appear here. Item 8.01 is voluntary, so its contents vary more than any other item. |
Section 9 — Financial statements and exhibits
| Item | Official name | What it reports |
|---|---|---|
| 9.01 | Financial Statements and Exhibits | The exhibit list. Almost every 8-K includes it. Exhibit 99.1 is usually the press release. After an acquisition, the SEC allows the company to add the financial statements of the acquired business by amendment within 71 calendar days. |
Reading item numbers together
One filing can carry several item numbers. The combination tells you more than any single number. Item 2.02 with Item 7.01 is a routine earnings release plus the slide deck. Item 5.02 with Item 4.01 means an officer left and the auditor changed on the same day, which is two governance events at once.
To see the item numbers on real filings, open a company 8-K history such as /8k/tsla/. Each filing page shows the items, the summary, the price reaction after the filing, and the earlier filings of the same type.
Checking an item against other data
An item number tells you what kind of event happened. It does not tell you how large the event is. To judge size, put the filing next to the other records for the company:
- Read the revenue and the share count in the financial statements to size a contract, a debt issue, or an impairment against the business.
- Read the insider filing history to see whether officers and directors traded near the date of the filing.
- Open the full research page to see the price history, the filings, and the technical readings on one screen.
Common questions
Can one 8-K report several items? Yes. Read every item on the cover page.
Is every Item 8.01 filing important? No. Item 8.01 is voluntary. Some Item 8.01 filings carry clinical trial data. Others announce a conference appearance.
What does an 8-K/A mean? The letter A marks an amendment to an earlier 8-K. Read the explanatory note to see what changed.
Where does the SEC define these items? The item list comes from the SEC Form 8-K instructions. The official names in the tables above match that form.
Next steps
Read Understanding 8-K Filings for the filing deadline and the structure of a filing.
Read Insider Trading Basics and Form 4 Explained for the other filing that reports fast.