| Item # | What it discloses | Typical signal |
|---|---|---|
| Item 1.01 | Entry into a material definitive agreement | M&A deal announced, large customer contract signed |
| Item 2.02 | Results of operations and financial condition | Quarterly earnings release (routine; nearly all public companies) |
| Item 4.02 | Non-reliance on previously-issued financials | Restatement coming — one of the loudest signals |
| Item 5.02 | Departure or appointment of directors/officers | CEO/CFO change — often material for stock price |
| Item 7.01 / 8.01 | Regulation FD / Other events | Catch-all for material info that doesn't fit other items |
The 8-K filing itself is usually short (1-3 pages); the EXHIBITS attached to it are where the substance lives. A material-agreement 8-K (Item 1.01) typically attaches the actual contract; a CEO-departure 8-K (Item 5.02) often attaches a separation agreement with severance terms. The press-release exhibit is the PR-vetted version; the contract exhibit is what the lawyers actually wrote — read both, they often diverge in tone.
Watch for 8-Ks filed AFTER MARKET CLOSE on Fridays. The pattern is well-documented: companies time bad news (executive departures, restatement notices, weak guidance) to land when the market can't react for 60 hours. The disclosure itself satisfies the regulatory deadline, but the timing is a soft signal that management thinks the news is bad. Conversely, 8-Ks filed mid-morning Tuesday usually contain news the company is comfortable trading on.
The 8-K is the inter-period event signal. Learn the high-priority item numbers (1.01 M&A / 4.02 restatement / 5.02 leadership change). Read the exhibits, not just the cover page. Watch the timing — late or weekend filings carry their own signal beyond the content.
Sit with the ideas.
A company files an 8-K with Item 4.02 (non-reliance on previously-issued financial statements). What does this typically mean?