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8-K item numbers, explained
What each Form 8-K item number means, which ones come up most, and how fast companies have to file.
The short answer
An 8-K is a short report a public company files with the SEC when something important happens between its quarterly and annual reports, usually within four business days. Each event has an item number from a fixed list: 2.02 is quarterly results, 5.02 a change of directors or officers, 8.01 other news. Of the 175 8-Ks Ticker Sage wrote up between Sep 25, 2026 and Nov 10, 2026, 88 reported Item 2.02.
The item numbers
The Form 8-K instructions group the items into sections: 1 for business agreements and incidents, 2 for financial results and obligations, 3 for securities and trading markets, 4 for accountants and restatements, 5 for governance and management, 7 and 8 for information the company chooses to share, 9 for exhibits.
| Item | Official name | What it usually means | In Ticker Sage notes |
|---|---|---|---|
| 1.01 | Entry into a material definitive agreement | A major contract: a merger agreement, a large credit line, a big supply deal. | 6 |
| 1.02 | Termination of a material definitive agreement | One of those contracts ending early. | 1 |
| 1.05 | Material cybersecurity incidents | A cyberattack the company judges material, reported within four business days of that judgment. | 0 |
| 2.01 | Completion of acquisition or disposition of assets | A deal closing. | 0 |
| 2.02 | Results of operations and financial condition | The earnings release, usually attached as Exhibit 99.1. | 88 |
| 2.03 | Creation of a direct financial obligation | New debt, such as a bond sale or a drawn loan. | 2 |
| 2.05 | Costs associated with exit or disposal activities | A restructuring: layoffs, plant closures. | 0 |
| 2.06 | Material impairments | A big write-down of an asset's value. | 0 |
| 3.01 | Notice of delisting or failure to meet a listing standard | A stock exchange problem, or a voluntary move between exchanges. | 1 |
| 3.03 | Material modification to rights of security holders | Changes to what shareholders or bondholders are entitled to. | 4 |
| 4.01 | Changes in registrant's certifying accountant | A new auditor. | 0 |
| 4.02 | Non-reliance on previously issued financial statements | Past statements shouldn't be relied on: a restatement is coming. | 0 |
| 5.02 | Departure or appointment of directors and certain officers | Leadership changes and new executive pay arrangements. | 35 |
| 5.03 | Amendments to articles of incorporation or bylaws | Changes to the company's charter or bylaws, or its fiscal year. | 7 |
| 5.07 | Submission of matters to a vote of security holders | The results of a shareholder vote, usually after the annual meeting. | 4 |
| 7.01 | Regulation FD disclosure | Information the company chooses to share publicly, such as investor presentations. | 33 |
| 8.01 | Other events | Anything else the company considers important, often dividend or buyback announcements. | 37 |
| 9.01 | Financial statements and exhibits | The list of attachments. It appears on most 8-Ks. | n/a |
The last column counts the 175 8-K filings by covered companies that Ticker Sage wrote up between Sep 25, 2026 and Nov 10, 2026. One 8-K can report several items, so the column adds up to more than 175. Item 9.01 isn't counted because it only lists attachments. The list leaves out items that apply only to asset-backed securities or rarely come up.
The ones you'll see most
Item 2.02 is the earnings release, filed on the day results come out. Example: Berkshire Hathaway files an 8-K on quarterly results (filed Nov 9, 2026). Earnings releases covers what's inside.
Item 5.02 covers a director or senior officer arriving or leaving, and new or changed pay contracts for top executives. Example: Costco files an 8-K on director or officer changes and other events (filed Nov 10, 2026).
Item 5.07 reports the votes from a shareholder meeting, with the count for and against each proposal. Example: Lam Research files an 8-K on shareholder vote results and other events (filed Nov 5, 2026).
Item 1.01 is a material agreement: big loans, merger agreements, long supply contracts. Example: Duke Energy files an 8-K on a material agreement (filed Nov 10, 2026).
38 of the 175 filings in the tally reported more than one item, not counting 9.01.
Filed or furnished
Information under Items 2.02 and 7.01 is "furnished" rather than "filed" unless the company says otherwise. Furnished information isn't subject to the same liability section of the Exchange Act and isn't automatically folded into the company's other SEC documents. It still has to be accurate, and the rules on non-GAAP figures still apply. GAAP vs. non-GAAP explains those rules.
Timing
Most items are due within four business days of the event. Item 1.05 runs from the day the company decides a cyber incident is material, not from the attack itself. Items 7.01 and 8.01 are voluntary, so they have no deadline, but companies often file them the same day they put out the news to meet the fair-disclosure rule.
Common questions
What does Item 2.02 mean on an 8-K?
Results of operations and financial condition: the company is announcing quarterly or annual results, usually with the press release attached as Exhibit 99.1. It was the most common item among the 175 8-Ks in Ticker Sage's notes.
What does Item 8.01 mean?
Other events: news the company chooses to report that doesn't fit another item, such as a dividend, a buyback program or a lawsuit update. Filing it is voluntary.
What is the difference between Item 7.01 and Item 8.01?
Both are voluntary. Item 7.01 is used to meet Regulation FD, the rule against sharing material information with a few people first, and the information is furnished. Item 8.01 information is filed, which carries more legal weight.
How fast does a company have to file an 8-K?
Within four business days of the event for most items. Item 1.05 cybersecurity incidents run from the date the company determines the incident is material.
Is an 8-K always bad news?
No. Most 8-Ks are routine: quarterly results, vote counts, executive appointments, financing agreements. The item number says what kind of event it is.
Disclosures
- Editor holdings
- The editor holds no position in any company named on this page. As of Nov 11, 2026.
- Compensation
- Nobody paid for this page. No affiliate links on this page.
- Sources
- Each company's own SEC filings, linked next to each number.
- Last updated
- Nov 10, 2026
General education, the same for every reader. Not a recommendation to buy, sell or hold any security, and it doesn't consider your situation.
More in Learn and Tools · Methodology & Disclosures explains where every number comes from.