Form 8-K
A statement used to notify investors in United States public companies of significant events that may be important to stakeholders
An8-K是一个SEC filingthat companies are required to complete and submit in the event of any situation that may be important to either shareholders or the USGovernment and SEC. The 8-K form will include a summary of the event in question as well as any relevant information (i.e.,financial statements, press release, the letter from theCEO, etc.).
Important events can include:
- 破产
- The departure of akey employee(i.e., CEO)
- 更改董事会
- Corporate activity such as an acquisition or sale of assets
It must be由上市公司提起with the SEC per the Securities Exchange Act of 1934, as amended.
The SEC reports are available through the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) platform.
详细了解8-K表格
Form 8-K is a periodic report that publicly listed companies file to disclose material changes. Unlike Form 10-K and Form 10-Q, filed annually and quarterly, a上市公司files an 8-K whenever a material event occurs.
After any significant event like bankruptcy or departure of a senior manager, any publicly listed company needs to file a current report on an 8-K within four business days to provide an update.
利益相关者可以依靠8-K中的信息及时。
公司必须确定信息是否是材料，并将报告提交给SEC。
The form instructs that the following events, among others, require the public company, referred to as the registrant, to file a Form 8K outlining the event:
- Financial statements and exhibits
- 破产
- Amendments to articles of incorporation or bylaws
- Completion of acquisition or disposition of assets
- Results of operations and financial condition,
- Regulation FD disclosure
- Unregistered sales of equity securities
- Changes in control of a registrant
- 注册人认证会计师的变化
- Changes in or election of directors and senior officers
- Submission of matters to a vote of security holders
- Entry into or termination of a material definitive agreement
好处
First and foremost, an 8-K provides investors timely notification of significant changes at the publicly listed companies defined explicitly by the SEC.
Other events necessary to report in an 8-K are those that the firm considers to be sufficiently noteworthy.
The form provides a way for companies to communicate directly with their stakeholders. The information provided is fair, accurate, and free from being filtered or altered.
It also provides substantial benefits to listed companies. By filing an 8-K quickly, the firm's management can meet specific disclosure requirements and avoid allegations likeinsider trading.
An 8-K is a highly valuable record for economic researchers. For example, academicians/researchers might study various events' influence on stock prices.
可以使用回归研究和估计这些事件的影响，但是研究人员需要可靠的数据。由于这些形式的披露是法律要求的，因此它们提供了完整的记录并防止样品选择偏见。
Criticism
Like any other legal paperwork, the form imposes costs on businesses, such as the cost of preparing and submitting the forms and possible fines for failing to file on time.
Although this is only one small part of the problem, the mandate to file 8-Ks also deters smaller companies from going public in the first place.
Mandating companies to provide information helps stakeholders make wise choices. However, it reduces their investment options when businesses' burdens become too high.
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Requirements
美国证券交易委员会(SEC)要求披露的上市companies for numerous changes relating to a registrant's business and operations.
必须报告一个实体的破产或对物质确定的变更。其他财务信息披露要求包括：
- Substantial impairments
- The completion of an acquisition
- 公司财务状况的变化
- 处置活动
The SEC mandates filing an 8-K for the delisting of stock, failure to meet listing standards, unregistered sales of securities, and material modifications to shareholder rights.
An 8-K is required when a company changes accounting firms used for certification.
Changes in corporate governance, such as amendments to articles of incorporation or control of the registrant, must be reported.
Changes concerning the fiscal year and modifications of the registrant's code of ethics must also be disclosed. The SEC also requires a report upon a director or senior management's appointment, departure, or election.
The form must also be used to report changes related to asset-backed securities.
可以根据公司的自由裁量权以及对相关利益相关者的“材料”而提交的8-K报告。
This form may also be used to meet Regulation Fair Disclosure (Reg FD) requirements.
When is Form 8-K required?
SEC Form 8-K is used to notify investors of a current event. These types of events include:
- 财政年度的变化
- Material impairments
- 控制控制
- Director elections and departures
- Change in accountants
- 资产收购或销售
- Modifications to shareholder rights
- Senior officer appointments and departures
- Consummation of a material
- Costs associated with exit plans or disposal plans (layoffs, shutting down a plant, or material change in services or outlets)
- Mine shutdowns
- 侵犯我的健康和安全的法律
- 某些财务义务（例如材料债务的发生）
- 加速物质义务的事件（贷款默认）
- Failing to satisfy listing requirements or delisting from a securities exchange
- Unregistered equity sales (private placements)
- 依据erminations that previously issued financial statements are not reliable.
- Amendments to articles/certificate of incorporation or bylaws
- 根据员工福利计划的贸易暂停
- Amendments or waivers of code of ethics
- 外壳公司状况的变化
- Results of shareholder votes
- Disclosures applicable to issuers of asset-backed securities
- Disclosures necessary to comply with Regulation FD
- Certain financial statements and other exhibits.
- Other material events
Investors should always read any 8-K forms filed by companies in which they have invested. These reports are material to the company and frequently contain information that will affect the share price.
Reading Form 8-K
An 8-K filing typically will only have two major parts: the name and description of the event and any relevant exhibits.
The name and description of the event carry all the information that the company considers material to shareholders and the Securities and Exchange Commission (SEC).
It is important to read this, as it has been deemed "material" by the company.
Any relevant exhibits may include financial statements, press releases, data tables, or other information referenced in the event description.
SEC Form 8-K Items
SEC概述了需要提交8-K的各种情况，其中包含投资者公告中的九个部分，每个公告中的每个部分都有一到八个小节。
The 8-K items are defined in the following table:
| Section 1 | 注册人的业务和运营 |
|---|---|
| Item 1.01 | Entry into a Material Definitive Agreement |
| Item 1.02 | 终止物质确定 |
| Item 1.03 | 破产or Receivership |
| Item 1.04 | Mine Safety - Reporting of Shutdowns and Patterns of Violations |
| Section 2 | Financial Information |
| 项目2.01 | Completion of Acquisition or Disposition of Assets |
| 项目2.02 | 运营结果和财务状况 |
| 项目2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
| 项目2.04 | Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement |
| 项目2.05 | 与出口或处置活动相关的费用 |
| 项目2.06 | 物质障碍 |
| Section 3 | Securities and Trading Markets |
| 项目3.01 | 将持续的上市规则或标准降临或未能满足的通知；清单的转移 |
| 项目3.02 | 股票证券的未注册销售 |
| 项目3.03 | Material Modification to Rights of Security Holders |
| Section 4 | Matters Related to Accountants and Financial Statements |
| 项目4.01 | 注册人认证会计师的变化 |
| 项目4.02 | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review |
| Section 5 | Corporate Governance and Management |
| 项目5.01 | Changes in Control of Registrants |
| 项目5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
| 项目5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
| 项目5.04 | 根据注册人的雇员福利计划暂时中止交易 |
| 项目5.05 | Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics |
| 项目5.06 | Change in Shell Company Status |
| 项目5.07 | Submission of Matters to a Vote of Security Holders |
| 项目5.08 | Shareholder Director Nominations |
| Section 6 | Asset-Backed Securities |
| Item 6.01 | ABS Informational and Computational Material |
| Item 6.02 | Change of Servicer or Trustee |
| Item 6.03 | Change in Credit Enhancement or Other External Support |
| Item 6.04 | Failure to Make a Required Distribution |
| Item 6.05 | Securities Act Updating Disclosure |
| Section 7 | Regulation FD |
| Item 7.01 | Regulation FD Disclosure |
| Section 8 | Other Events |
| Item 8.01 | 其他事件（注册人可以使用此项目报告未经表格8-K的事件，即注册人认为对安全持有人很重要。） |
| Section 9 | Financial Statements and Exhibits |
| Item 9.01 | Financial Statements and Exhibits |
Example
高盛集团（Goldman Sachs，Inc。）是一家总部位于纽约市的美国跨国投资银行和金融服务公司。manbetx 2.0下载2022年6月27日，它提出了8-Kwith the SEC.
FAQs
No, The company may include multiple items in a单8-K, and any exhibit can be cross-referenced within the same form. Common instances when this is necessary include:
- Acquisitions (under Item 1.01 and Item 2.01 )
- Unregistered offerings of securities (under Items 1.01 and 3.02 )
- Changes to securities (under Item 3.03 and Item 5.03)
- 任命官员（根据第5.02（c）项和第1.01项）的任命
- Additions of directors (under Item 5.02(d) and Item 5.03)
是的，触发事件适用于发行人和子公司，例如子公司进入非常见课程权威协议对发行人来说是重要的。它将在项目1.01下报告。
Subject to certain exceptions, anSECForm 8K must generally be filed within four business days of the triggering event.
Yes, Once the notice of termination under the terms of the agreement has been received, an8-Kis required.
No, this situation is not covered under the "is removed" phrase.
If thedirector, upon receiving notice from the issuer that it does not intend to nominate them for reelection, then resigned their position as a director, then an8-Kwould be required according to Item 5.02.
Suppose the director tells the issuer that they refuse to stand for reelection. In that case, an 8-K is required because the director chose a "refusal to stand for reelection," whether or not in response to an offer by the issuer to be nominated.
- (Item 8.01) Voluntary disclosures have no deadline;
- 法规公平披露（REG FD）文件必须为
(i) concurrently with the release of the material that is the subject of the filing (if such material information is intentionally released to the public) or
(ii) the next trading day (only if the release was unintentional);
- (Item 2.02(b)) Filing of earnings press releases must be completed before any associated analyst conference call;
- The announcement of officers until another public announcement of the appointment (e.g. press release, trade conference, etc.);
- （第4.02项）与发行人收到审计师的重述信有关的文件必须在两个工作日内完成；
- （项目9.01）financial statementsof the acquired business must be filed within 71 calendar days after, the initial report on the8-Kmust be filed (four business days plus 71 calendar days)
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