Review the 8-K before it goes
Not whether you owe one - whether the one you have drafted is complete. The four-business-day date on the real holiday calendar, the filed-versus-furnished word that changes your liability, what each item asks for by name, and the traps that live between items.
Pick every one. Several of the checks exist precisely because one item was reported and its partner was not.
For Item 5.07 this is the end of the meeting; for 1.05 the date you determined the incident was material; for 4.02 the date of the non-reliance conclusion.
Informational only - not legal advice. This checks a draft against the form; it cannot read your document, and your counsel re-performs every conclusion here.
The 8-K is short, fast, and the one filing nobody reviews
A 10-K gets weeks, three sets of eyes and an auditor. An 8-K gets four business days, one drafter, and whoever is still awake. It is also the filing most likely to be read the day it appears - by the exchange, by a plaintiff's firm building a timeline, and by anyone holding the stock. The asymmetry between how carefully it is written and how carefully it is read is the whole problem.
Most 8-K defects are not disclosure judgments. They are mechanical: an exhibit referenced in the text and missing from the Item 9.01 index; an acquisition reported under Item 2.01 with no mention of whether Rule 3-05 financial statements are coming; an auditor change without the Exhibit 16 letter, or without the sentence about disagreements that Item 304 requires in its own words; a departure reported under the wrong paragraph of Item 5.02. Each is visible in sixty seconds to someone reading against the form, and invisible to the person who wrote the draft.
Then there is the word that does the most work. Item 2.02 and Item 7.01 are furnished rather than filed unless the registrant says otherwise, and that determines Section 18 exposure and whether the text is swept into a registration statement by an incorporation-by-reference clause. It goes wrong in both directions - a company that means to furnish and omits the legend, and a company that pastes the legend onto an item that was always filed.
And the clock, which is four business days rather than four days, on the same federal holiday calendar as every other SEC deadline, and which for three items does not start at the event at all.
What this tool does not do
This checks a draft against the form. It cannot read your 8-K, so every element is answered by you, and a tick means you decided the draft contains it. The deadline is only as good as the trigger date you enter - and for three items the trigger is not the event, which the tool says but cannot verify. Findings are ordered by severity, not by how much trouble each will actually cause; that depends on facts no screen has.
- Read the 8-K, or check that what you wrote is accurate, complete or well drafted
- Decide materiality, which is the judgment sitting underneath almost every triggering event
- Tell you whether an event triggered a reporting obligation at all - this assumes you have decided to file
- Draft any disclosure, or assess whether your wording satisfies the item
- Rule 3-05 significance testing, which decides WHETHER acquisition financial statements are required and for how many years
- Your securities counsel's read, which is the control this is a preparation aid for and does not replace
Frequently asked questions
How long do I have to file an 8-K?
Four business days after the triggering event, under General Instruction B.1 of Form 8-K. Business days skip weekends and federal holidays, so the calendar date moves. Form 12b-25 does not extend an 8-K - it reaches periodic reports, not current ones.
Which 8-K items are furnished rather than filed?
Item 2.02 (results of operations) and Item 7.01 (Regulation FD) are furnished, not filed, unless the registrant expressly states otherwise. Furnished information is not subject to Section 18 liability and is not incorporated by reference into a registration statement unless a later filing specifically incorporates it. That single word is the most consequential one in the document.
When does the four-business-day clock actually start?
Usually at the event, but not always. Item 5.07 runs from the end of the shareholder meeting. Item 1.05 runs from the registrant's determination that a cybersecurity incident is material, not from the incident or its discovery. Item 4.02 runs from the conclusion that previously issued statements should no longer be relied upon.
What has to accompany an Item 4.01 auditor change?
The disclosure has to say plainly whether the accountant resigned, declined to stand for re-election or was dismissed; whether either of the last two years' reports carried an adverse opinion, disclaimer or qualification including going concern; and whether there were disagreements or reportable events in the terms Item 304(a)(1)(iv) and (v) use. The former accountant's letter is Exhibit 16, filed under Item 9.01.
Do I need financial statements for an acquisition reported on Item 2.01?
If Rule 3-05 of Regulation S-X requires them, yes - under Item 9.01, with Article 11 pro formas. If they are not ready, the 8-K must say they will be filed by amendment within 71 calendar days of the date the initial report was due. Saying nothing is not an option.
Does every 8-K need Inline XBRL?
The cover page is tagged in Inline XBRL on every 8-K, whatever items it reports. A submission without it is deficient even when every word of the disclosure is right.