What Is A Form 8k Filing

SEC Form 8k Filing Explained

7 min read

What is a form 8k filing? It’s the form companies must fill out when they’re about to disclose big news to their shareholders. All publicly traded companies are required to file documents periodically with the SEC. Within these forms is the requirement to detail information about their financials, executive stock sales, executive compensation, and news releases. One, in particular, we’ll talk about today is the form 8k filing.

Form 8k Filing

Conveniently, these forms and their valuable information can be found in the SEC’s Edgar database.

And, as far as government websites and databases are concerned, this one’s decently well-designed.

So the functionality is OK – it’s not the worst or the best, but he gets the job done. So now you know where to find a form for an 8k filing.

When researching a company, you want to look up its latest 8-K filings. In short, 8-K filings are news releases the company has deemed important enough that investors should know.

Did you know the information required to be disclosed on a Form 8k filing is generally considered “material?” That means that, in general, there is a substantial likelihood that a reasonable investor would consider the information necessary to decide to invest.

5 Second Takeaway

  • The purpose of a form 8k filing is to promptly communicate “materially significant” events to shareholders and the market.
  • Also known as the “current report,” it’s released quarterly and announces significant events that shareholders should know about. 
  • Materially significant events can include a company filing for bankruptcy or making changes to company personnel – such as the removal/retirement of a chief executive officer (CEO) or even the acquisition or disposal of assets.
  • The public can find 8-Ks on the SEC’s EDGAR website here. 

What Triggers an 8K Filing?

Some examples of what you might find inside the Form 8k filing include the following:

  • the company is being acquired,
  • they acquire another business,
  • any of the high-level executives left the company,
  • they’re entering a new line of business, or,
  • they’re announcing their earnings releases. 

A quick peruse through the SEC Edgar database will always see companies file form 8-ks. Of course, not every 8-K will have life-changing news, but it’s still news. 

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How to Read the Form 8K Filing

At this point, I will go through a few of the sections in Form 8-K so you can see how they can be helpful if you come across a Form 8K filing.

Item 1.02 – Termination of a Material Definitive Agreement

This section requires a company to disclose any terms of material agreements. For example, a lubricant company makes most of its sales from a long-term standing supply agreement with one significant customer. Therefore, when the customer terminates the contract, that event must be reported under this item.

Item 3.03 – Material Modification to Rights of Security Holders

Under this item, any material changes to instruments that define the rights of shareholders (such as a company’s governing documents) must be reported.

Or changes that impact the rights of security holders. An example is change resulting from issuing or modifying another class of securities. 

Examples of such changes could include loan terms restricting dividend payments, adopting an antitakeover device, or issuing preferred stock. 

Item 1.03 – Bankruptcy or Receivership 

Unfortunately, it must be disclosed if a company finds itself the subject of bankruptcy or receivership court filing. So you got to air your dirty laundry. 

Form 8k Filing

Other Forms Must You Look At

Forms will be pretty important when doing anything with the SEC. This includes a form 8k filing.

Not only to the company but also to someone interested in them.

Companies file an S-1 filing. Another filing done with the SEC is a red herring with a prospectus.

Keeping up with all the different forms can be a little complicated. I named a couple right above, but we’ll look at more you should look at below.

1. Annual Form 10-K

This is different from an 8k form filing. The first filing to look for or read from the SEC database is the 10-K. The Form 10-K Filing is a comprehensive annual report. Furthermore, all US publicly traded companies must file this form with the SEC.

Likewise, it contains much information about the company, such as its business lines, revenues, balance sheet, income statement, and cash flow. 

These documents can be very long, depending on the company’s size. Take, for example, large companies like Costco, Apple, or even Microsoft. It’s common to see Form 10-ks at 2000 pages long or even more. 

Despite its length, its contents are invaluable. Especially when researching a company for the first time. However, if you’re short on time or don’t find reading 200-page dry documents enjoyable, there’s a solution: Form 10-Q.

2. Quarterly Form 10-Q

Alternatively, Form 10-K is the quarterly Form 10-Q, a condensed version of the 10 K. Similar to Form 10-K, it contains lots of information. Within it, you’ll find the company’s financials and a discussion about what happened during the quarter.

Once again, this document is very valuable if you want to learn about the company’s most recent results. So look at both this and a form 8k filing.

3. Form DEF 14A

Another filing besides the form 8k filing that you want to read, DEF 14, is the proxy statement. The proxy statement is the who’s who of the company. It outlines who the executives are, how much money they’re making, and how many shares they hold. Once again, like the other forms, this is all vital information. 

4. Form S-4

Another type of filing you would want to know about is Form S-4. You’ll see the management buy-sell orders within this two-page form when there are changes in holdings of the company insiders, i.e., CEO, CFO, COO, and so on, a Form S-4 filing requirement triggered.

 If you click on insider transactions in red, it will take you to all the Form 4s. For example, a form S-4 filing details the changes in executive share ownership. 

To elaborate, this could be because they bought or sold shares, were compensated with stock options, or perhaps gifted some shares to a charity. 

So, a form S-4 can arise for several reasons. And, as you can imagine, executive share ownership changes all the time. Consequently, you’ll see dozens or hundreds of form S-4s filed yearly. 

Undoubtedly, there’s a lot of noise within these filings. However, I highly suggest taking the time to read them as they’re important. Don’t you want to know what executives do with their shares?

Final Thoughts: Form 8k Filing

On September 26, 2016, the SEC brought enforcement actions against issuers because they failed to file 8 Ks. More specifically, issuers failed to disclose PIPE transactions involving the issuance of convertible debt, preferred equity, warrants, and similar instruments.

Now you know what a form 8k filing is. Admittedly, these forms are a little dry regarding reading material, but they’re significant when investing. I recommend checking out these forms if you want to learn more about how to read these documents, analyze financials, and get a good like that against other investors. If you have any questions about today’s topic, please comment below.

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