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Form 8-K triggers, in plain terms
The current report for material events, generally due four business days after the trigger.
- Deadline
- 4 business days after the trigger, ET
- Exceptions
- Some Items use different timing
- Who decides
- Securities counsel
- Plan
- Tracked on every plan; Core drafts and files
How an 8-K moves
- 01Trigger occurs
- 02Draft the Item
- 03Counsel signs
- 04Submit to EDGAR
The usual deadline
Rolled forward if the result is a weekend or SEC holiday. All deadlines ET.
- Timing exceptionsRegulation FD voluntary disclosures, certain earnings-related items and other special cases can follow different timing or furnish-versus-file treatment.
- Counsel-owned from day oneTreat the event as counsel-owned the day it happens, not the day before the assumed deadline. TakePublic is not a law firm.
Common trigger categories
Everyday categories companies watch, not a complete Item-by-Item checklist.
- AgreementsEntry into, or termination of, material definitive agreements.
- ResultsResults of operations and financial condition, often with earnings releases.
- PeopleDeparture or appointment of directors and certain officers; compensated arrangements; changes in the certifying accountant.
- EventsBankruptcy or receivership; material impairments; material cybersecurity incidents.
- GovernanceShareholder voting results; amendments to articles or bylaws; changes in fiscal year.
- SecuritiesUnregistered equity sales and material modifications to rights of security holders.
Frequently asked questions
How many days do I have to file an 8-K?
Generally four business days after the trigger date, rolled forward off weekends and SEC holidays. Some items differ; confirm with counsel. All deadlines ET.
Does signing a material contract require an 8-K?
Entry into a material definitive agreement is a common 8-K category. Materiality and Item selection are legal judgments for securities counsel.
Do auditor changes require an 8-K?
A change in the company's certifying accountant is a classic 8-K trigger. Coordinate timing with counsel and the auditor engagement letters.
Is an earnings release an 8-K?
Companies often furnish or file earnings information on Form 8-K under the results-of-operations items. Treatment and timing can vary; confirm with counsel.
Can TakePublic file an 8-K the same day counsel signs?
After counsel sign-off and verified EDGAR credentials, a company admin can submit. The four-business-day clock still governs whether you are on time.
Official sources
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TakePublic is a technology platform, not a law firm, broker-dealer, or auditor. Forms 3, 4 and 5 prepared in TakePublic file only after the reviewer the company designates, such as its securities counsel, signs off; any other filing prepared in TakePublic files only after a licensed securities attorney signs off.