# Reading an 8-K > How current reports work, which item numbers matter most, the difference between filed and furnished, and how to read an earnings release with care. Updated Oct 17, 2026. An [8-K](/glossary/8-k) is a company telling the market that something happened. Between a company's quarterly and annual reports, it is the main way news reaches EDGAR. Some 8-Ks are routine; a few are the most important filing a company makes all year. The item numbers tell you which is which before you read a word of the text. ## The four-day rule For most events, an 8-K is due within four business days. In practice many are filed the same day, especially when the company also issues a press release. Some items have their own timing: - **Item 2.02, results,** is filed when the results are announced, which is usually the same day as the earnings release. - **Item 7.01, Regulation FD disclosure,** is used to make information public to everyone at once, often at the same moment it is shared with some investors. - **Item 1.05, a material cybersecurity incident,** is due four business days after the company decides the incident is material, not after the incident itself. The EDGAR acceptance time, shown on Listed's filing pages to the second in Eastern Time, is the precise record of when the filing became public. ## Start with the items Every 8-K lists its items on the first page. Listed shows them in plain words in every filing list. These are the ones most worth knowing: **Section 1, the company's business** - **1.01, Entry into a Material Definitive Agreement.** A large contract, a merger agreement, a credit agreement. The agreement is often attached as an exhibit. - **1.02, Termination** of such an agreement. - **1.05, Material Cybersecurity Incidents.** **Section 2, financial information** - **2.01, Completion of Acquisition or Disposition of Assets.** A deal has closed. - **2.02, Results of Operations and Financial Condition.** The earnings release. See below. - **2.03, Creation of a Direct Financial Obligation.** New debt. - **2.05, Costs Associated with Exit or Disposal Activities.** Often layoffs or closing a business, with the expected cost. - **2.06, Material Impairments.** The company has concluded an asset is worth materially less than its book value. **Section 4, accountants and financial statements** - **4.01, Changes in Registrant's Certifying Accountant.** The auditor has resigned, been dismissed or declined to stand again. The 8-K must say whether there were disagreements, and the former auditor writes a letter in response. - **4.02, Non-Reliance on Previously Issued Financial Statements.** The company says earlier statements should no longer be relied on, which means a [restatement](/glossary/restatement) is coming. Few 8-K items are more serious. **Section 5, governance and management** - **5.02, Departure and appointment of directors and certain officers, and executive pay.** See [8-K item 5.02](/glossary/8-k-item-5-02). - **5.03, Amendments to the articles or bylaws, or a change in fiscal year.** - **5.07, Submission of Matters to a Vote of Security Holders.** The results of the annual meeting, vote by vote. **Sections 7, 8 and 9** - **7.01, Regulation FD Disclosure.** Often an investor presentation. - **8.01, Other Events.** Anything the company chooses to report that no other item covers. - **9.01, Financial Statements and Exhibits.** Lists the attachments. Almost every 8-K has it. An 8-K with only 7.01 and 9.01 is usually a presentation. One with 4.02 needs reading in full, today. ## Filed or furnished Information under items 2.02 and 7.01 is "furnished", not "filed". The difference is legal: furnished information is not subject to the liability that Section 18 of the Securities Exchange Act attaches to filed documents, and it is not automatically part of the company's other registration statements. Companies still face liability for fraud in furnished information. What it means for a reader is that an earnings release carries a different legal weight from the audited 10-K that follows. ## Reading an earnings release Most 8-Ks with item 2.02 attach the press release as Exhibit 99.1. Some also attach slides or the text of prepared remarks. **Find the GAAP figures first.** Releases often lead with [non-GAAP measures](/glossary/non-gaap-measure): adjusted earnings per share, adjusted EBITDA, free cash flow by the company's own definition. The rules require the most comparable GAAP figure to be shown with equal or greater prominence, and a reconciliation between them. The reconciliation table, usually near the end, shows exactly what was taken out. Read it before the headline. **Separate results from guidance.** Many companies give a forecast for the next quarter or the year. Guidance is the company's own expectation, with all the uncertainty that implies. Its forward-looking statements come with a warning paragraph for that reason. **Note what is missing.** A release that drops a metric it used to report, or changes a definition, is telling you something. **Expect the full statements later.** The release figures are not tagged in XBRL. The tagged figures arrive with the 10-Q or 10-K, which also carries the notes and risk factors. The two usually agree. When they do not, the 10-Q or 10-K is the version that counts. ## Amendments An 8-K/A amends an earlier 8-K. A common one adds the financial statements of a business the company bought, which can be filed up to 71 calendar days after the original 8-K was due. Read the explanatory note at the start to see what it changes. See [amendment](/glossary/amendment). ## What an 8-K does not tell you An 8-K reports the event, usually in careful language reviewed by lawyers. It rarely says why. A departure "to pursue other opportunities" may be exactly that or something else, and the filing will not say. Look for what follows: a 10-Q risk factor, a change in guidance, a later 8-K. ## How Listed helps - Filing lists on every company page show each 8-K's items in plain words, usually within about two minutes of EDGAR accepting it. - Members can set an alert for a company's 8-Ks, filtered to the items they care about, such as 2.02 or 5.02. Free members get a daily email; Pro alerts arrive within minutes. - The daily filings digest groups the previous day's 8-Ks by item. - In the forecast leagues, an 8-K with item 2.02 filed after a quarter ends locks every forecast on that company. Scoring waits for the 10-Q or 10-K. See [how Listed leagues score your calls](/guides/how-listed-leagues-score-your-calls). ## Other guides - [How to read a 10-K](/guides/how-to-read-a-10-k.md) - [How to read a 10-Q](/guides/how-to-read-a-10-q.md) - [Insider trades: what Form 4 tells you](/guides/insider-trades-what-form-4-tells-you.md) - [What a 13F shows and what it hides](/guides/what-a-13f-shows-and-what-it-hides.md) - [How Listed leagues score your calls](/guides/how-listed-leagues-score-your-calls.md)