What is the Form 8-K Filing?
The Form 8-K, or “current report,” is a required filing with the SEC when a company undergoes a materially significant event.
- What is an 8-K?
- When is the 8-K required to be filed?
- Why does the SEC require 8-Ks filings?
- What are examples of events that can trigger an 8-K filing?
Form 8-K Filing Definition
The purpose of an 8-K is to communicate materially significant events to shareholders and the market in a timely manner.
Under SEC regulations, an 8-K is required to be filed if a public company encounters an event or significant change with a material impact on its current performance (and future trajectory).
Given the significance of the event, the company must publicly disclose all pertinent details.
By reading 8-K filings, the company’s shareholders and the markets are kept well-informed of material developments in real-time.
Often, the filing of an 8-K is followed by a change in the company’s share price, which can cause a positive or negative impact depending on how the market perceives the event.
For example, a company might disclose the receipt of a buyout offer from a competitor, which can cause its share price to increase if investors view the acquisition positively.
Form 8-K Requirements
8-Ks filings are typically completed within four days of the materially significant event.
Otherwise, a delayed announcement kept among only insiders can be misleading to shareholders and the market – which is precisely what the SEC is attempting to prevent.
Form 8-K Filing – “Triggering” Events Example
Although the 8-K does not mandate the reporting of all material events, there are certain types of events that must be disclosed, as determined by the SEC.
Common examples of events that necessitate the filing an 8-K include:
- Non-Public Plans for an Acquisition (i.e. In Process of Closing)
- Tender Offer Received
- Resignation of Senior-Level Executive or Board of Directors Member
- New Appointments of Board Members
- Disposition of Assets and/or Division
- Bankruptcy / Restructuring
- Changes in Accounting Policies (e.g. Fiscal Year)
- SEC Investigation for Alleged Wrongdoing
- Litigation Events (e.g. Filing of Lawsuit)
Tesla Form 8-K Current Report Filing Example
One recent example of an 8-K filing was the decision by electric vehicle manufacturer Tesla (NASDAQ: TSLA) to move its headquarters from Palo Alto, California to Austin, Texas.
The original plan was announced earlier in the fall by CEO Elon Musk, and the 8-K that officially finalized the move was filed in December 2021.
Tesla Corporate Headquarters Relocation (Source: TSLA 8-K)