Form 8-K¶
A Form 8-K is the "current report" U.S. public companies must file with the SEC within four business days of a material event — such as an earnings release, merger, CEO change, or bankruptcy. Unlike periodic filings, it is event-driven and serves as the primary legal mechanism for continuous public-company disclosure. It is the fastest official source of market-moving information available to investors.
HOW IT WORKS¶
The SEC organizes 8-K disclosure requirements into numbered items. The triggers that move markets most frequently are:
- Item 1.01 — Entry into a material definitive agreement (mergers, major contracts)
- Item 2.01 — Completion of an acquisition or disposition of assets
- Item 2.02 — Results of operations and financial condition; used for quarterly earnings releases
- Item 4.01 — Change in certifying accountant; an auditor resignation is a serious warning signal
- Item 5.02 — Departure or appointment of directors and principal officers; a sudden CEO or CFO exit is a reliable governance red flag
- Item 7.01 / 8.01 — Regulation FD and catch-all disclosures, including guidance updates
The four-business-day clock starts on the date of the triggering event, not the date of any associated press release. Some items — notably 2.02 earnings — are "furnished" rather than "filed," a legal distinction that limits issuer liability but does not reduce disclosure obligations. The substantive detail is almost always in the exhibit attachments, not the cover page.
IN TAPEBOARD¶
Tapeboard surfaces 8-K filings from the EDGAR feed in real time, tagged by item number so traders can filter for the event types that matter to their strategy. Merger-arbitrage workflows monitor Item 1.01 and 2.01 filings to extract deal terms — price, break fees, and closing conditions — before modeling the spread. Governance screens flag Item 4.01 and 5.02 filings as potential restatement or distress signals. Earnings filings under Item 2.02 are linked directly to the relevant position or watchlist entry, with the 8-K timestamp displayed alongside price action so traders can measure market reaction from the moment of legal disclosure.