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Filing a Form 8-K with the SEC

How to file Form 8-K

A Form 8-K is an SEC form that is required to notify investors in public companies of specific material events that are important to shareholders or the SEC. The SEC maintains and periodically expands the list of reportable events requiring disclosure on Form 8-K and sometimes alters the time period which a Form 8-K must be filed.

A list of specific reportable events can be found here.

Generally, a Form 8-K must be filed within four business days of the triggering event. The SEC has outlined certain exceptions to the four day time periods and they are listed below.

  • Regulation FD filings must be (i) simultaneous with the release of the material that is the subject of the filing ( if such material is intentionally released to the public) or (ii) the next trading day (if the release was unintentional);
  • Voluntary disclosures (Item 8.01) have no deadline;
  • Filing of earnings press releases (Item 2.02(b)) must be completed before any associated analyst conference call;
  • It is permissible to delay the filing of a Form 8-K related to the announcement of new officers until another public announcement of the appointment (e.g. press release, trade conference, etc.);
  • The filing of a Form 8-K related to an issuer’s receipt of an auditors’ restatement letter (Item 4.02) must be completed within two business days; and
  • The financial statements of an acquired business (Item 9.01) must be filed no later than 71 calendar days after the date that the initial report on Form 8-K must be filed ( four business days plus 71 calendar days)

A Form 8-K will always include an 8-K Cover Page, an Item citation that categorizes the reportable event, a detailed description of the event, and a signature page.

For more information about the Form 8-K filing process, please contact us today.

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