An 8-K is a public company's "current report" to the SEC, and its item numbers tell you what happened before you read a word of the text. The SEC's Form 8-K instructions set the clock: "Unless otherwise specified, a report is to be filed or furnished within four business days after occurrence of the event." Merger closes, CEO exits, auditor changes and earnings releases all land this way. Learn the item codes, check the exhibits and the timestamp, and most 8-Ks take a minute to triage.
What an 8-K is, and how fast it must land
Form 8-K is the event-driven filing between 10-Qs and 10-Ks. Under General Instruction B.1 of the SEC's Form 8-K, a report is required "upon the occurrence of any one or more of the events specified in the items in Sections 1–6 and 9 of this Form," and the default deadline is four business days. If the event falls on "a Saturday, Sunday or holiday on which the Commission is not open for business," the count starts on the next business day.
Exceptions exist: Item 7.01 follows Regulation FD's own deadline, and Item 1.05 (cybersecurity) runs from when the company "determines that it has experienced a material cybersecurity incident."
Filed vs. furnished
Instruction B.2 is the fine print most traders skip. Information furnished under Item 2.02 (Results of Operations and Financial Condition) or Item 7.01 (Regulation FD Disclosure) "shall not be deemed to be 'filed' for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section." Their exhibits are furnished too, unless Item 9.01 says otherwise.
The practical read: an Item 2.02 earnings release is the company's own framing, with less Section 18 liability. Reviewed numbers arrive later, in the 10-Q.
The 8-K item numbers traders watch
| Item | Official title | Why traders care |
|---|---|---|
| 1.01 | Entry into a Material Definitive Agreement | Merger agreements, big contracts, credit deals. |
| 1.02 | Termination of a Material Definitive Agreement | A key deal or contract is gone. Check who ended it. |
| 1.03 | Bankruptcy or Receivership | Chapter 11 or a receiver. Common stockholders are typically last in line. |
| 2.01 | Completion of Acquisition or Disposition of Assets | The deal actually closed. Share issuance and ownership splits show up here. |
| 2.02 | Results of Operations and Financial Condition | The earnings release, furnished, with the full text in Exhibit 99.1. |
| 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | New debt: size, rate, maturity, covenants. |
| 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | Exchange deficiency notices. A small-cap red flag. |
| 3.02 | Unregistered Sales of Equity Securities | New shares sold outside a registered offering. Run the dilution math. |
| 3.03 | Material Modification to Rights of Security Holders | Charter or bylaw changes that alter shareholder rights. |
| 4.01 | Changes in Registrant's Certifying Accountant | Auditor out, auditor in. Read the "disagreements" and "reportable events" lines. |
| 4.02 | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | Past numbers can't be relied on. The restatement flag. |
| 5.01 | Changes in Control of Registrant | Someone new controls the company. |
| 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | CEO and CFO exits and hires, board turnover, pay packages. |
| 5.07 | Submission of Matters to a Vote of Security Holders | Vote results on reverse splits, share authorizations, directors. |
| 7.01 | Regulation FD Disclosure | Press releases, investor decks, share-count updates. Furnished. |
| 8.01 | Other Events | Anything the company "deems of importance to security holders" that no other item covers. |
| 9.01 | Financial Statements and Exhibits | The exhibit list: where the press release and contracts actually live. |
Walkthrough: the Powerus ($PUSA) 8-K of October 1, 2026
A reverse merger is the best teaching filing there is, because it fires almost every item at once. Powerus Corporation, formerly Aureus Greenway Holdings, filed its closing 8-K on October 1, 2026. The EDGAR index lists nine items: 2.01, 3.03, 4.01, 5.01, 5.02, 5.03, 5.05, 7.01 and 9.01. EDGAR stamped it accepted at 17:20:31, after the 4 p.m. ET close.
| Item | What the October 1, 2026 filing disclosed |
|---|---|
| 2.01 | Merger closed October 1. Each Legacy Powerus share converted into 599.18229 company shares. About 134.6 million shares issued, plus about 21.8 million replacement options and 28.6 million replacement warrants. Legacy holders owned about 83% of the common stock and about 93% of voting power. |
| 3.03 | Shareholder rights changed via the new charter and bylaws (incorporating 2.01, 5.01, 5.03). Item 5.01 flags the change in control. |
| 4.01 | WWC, P.C. dismissed as auditor, effective after its review of the September 30, 2026 quarter. BDO USA, P.C., Legacy Powerus's auditor, appointed effective after that 10-Q. No disagreements, but material weaknesses in internal control as of June 30, 2026. |
| 5.02 | Three directors resigned. Andrew Fox became CEO, Edward Jordan CFO and Brett Velicovich President. |
| 5.03 | Authorized common stock raised to 800,000,000. Staggered three-class board adopted. |
| 7.01 / 9.01 | Closing press release furnished as Exhibit 99.1. Legacy Powerus financials and pro formas "will be filed by amendment" within 71 calendar days. |
Three lines deserve a highlighter. First, the exchange ratio and the 134.6 million new shares are the dilution story. Second, the Item 4.01 text names the material weaknesses: "inadequate segregation of duties for certain key functions due to limited staff and resources" and a lack of staff "with appropriate knowledge of U.S. GAAP and SEC reporting requirements." Third, the 800 million authorized shares. Arithmetic against the post-close count: 800,000,000 − 163,838,861 = 636,161,139 shares authorized but unissued.
The tape had its own read. $PUSA closed at $3.88 on September 30, 2026 and $3.20 on October 1 (arithmetic: −17.5%). By the October 19, 2026 close it was $1.94, exactly half the September 30 level. The 8-K doesn't explain a price move; it shows what changed underneath it. The numbers side of that story is in our PUSA after-merger breakdown, and the structure itself is covered in reverse merger vs. IPO.
The follow-ups: an Item 7.01 share count and an 8-K/A
On October 6 (accepted 16:30:55), Powerus filed a second 8-K. Item 5.02 named Colin Chisholm Chief Operating Officer, appointed October 1, which put the filing inside the four-business-day window. Item 7.01 supplied the number traders actually needed: immediately after the merger closed on October 1, the company "had 163,838,861 shares" of common stock outstanding.
That matters because data feeds lag. As of October 19, 2026, FMP still showed about 21.6 million $PUSA shares outstanding. The S-3 filed October 19 reports 168,838,861 as of October 15. Share counts come from filings, not screeners.
On October 16 (accepted 17:29:13), an 8-K/A added the Item 9.01 financials: unaudited Legacy Powerus statements for the six months ended June 30, 2026, plus pro formas. Its explanatory note says the original 8-K was filed "July 16, 2026." The EDGAR index shows October 1. Amendments carry typos too, so the index date is the record. For the orders-versus-revenue question, see our PUSA orders breakdown.
An earnings 8-K: Meta's ($META) Item 2.02 of July 29, 2026
Large-cap earnings 8-Ks look nothing like that. Meta's 8-K, accepted at 16:03:23 on July 29, 2026, lists only Items 2.02 and 9.01. The body says the press release "is furnished as Exhibit 99.1" and is not deemed "filed." Everything that matters is in that exhibit.
Exhibit 99.1 for the quarter ended June 30, 2026 reported revenue of $60.80 billion, up 28% year over year. Costs and expenses were $42.03 billion, up 55%, including $2.40 billion of legal charges and $1.18 billion of severance. Operating margin fell to 31% from 43%, and diluted EPS was $6.18 versus $7.14, down 13%. Capital expenditures were $31.08 billion and free cash flow was $784 million.
| $META price point (FMP) | Price | vs. July 29 close |
|---|---|---|
| July 29, 2026 close | $585.61 | Base |
| July 30, 2026 open | $526.00 | −10.18% |
| July 30, 2026 low | $524.49 | −10.44% |
| July 30, 2026 close | $539.03 | −7.95% |
July 30 volume was 42.27 million shares, against 22.37 million on July 29. A reader stuck on the 28% revenue line missed the same table's operating income, down 8%. And an 8-K accepted at 4:03 p.m. ET is an after-hours and next-open event, which is exactly where the gap showed up.
A 60-second 8-K reading checklist
- Cover page. Compare the "Date of earliest event reported" with the filing date. Check the former-name line and the Rule 425 boxes.
- Item numbers first. The EDGAR filing index lists them before you open the document.
- Exhibits list. 99.1 is usually the press release. 2.1 is a merger agreement, 10.x are contracts and 16.1 is an outgoing auditor's letter.
- Filed vs. furnished. Look for "furnished" asterisks on exhibits.
- Amendments. An 8-K/A can add what was missing. Acquisition financials can come "not later than 71 calendar days" after the original 8-K was due.
- Timestamps. The "Accepted" time tells you whether the market could have traded it: Meta at 16:03:23, Powerus at 17:20:31.
More filing-driven breakdowns are in the Analysis section and on the I'M A STOCK TRADER homepage.
Bull/Bear Verdict
Bull Case: Reading the 8-K itself beats reading headlines about it. The item numbers flag the serious stuff (auditor changes, control changes, delisting notices) instantly. Item 7.01 updates like Powerus's 163,838,861-share count fix numbers that data feeds still had wrong nearly two weeks later.
Bear Case: An 8-K is a snapshot, not a valuation. Furnished earnings releases are the company's own framing, acquisition financials can lag by 71 days, and filings contain errors, like the 8-K/A that dated the original "July 16." By the time EDGAR stamps an 8-K, the press release may already be priced in.
FAQ
How long does a company have to file an 8-K?
Generally four business days after the event, per General Instruction B.1 of Form 8-K, with weekends and SEC holidays pushing the start to the next business day. Item 7.01 follows Regulation FD timing.
What does "furnished, not filed" mean on an 8-K?
Information under Items 2.02 and 7.01 is not deemed "filed" for Section 18 of the Exchange Act unless the company says so.
What is Exhibit 99.1 on an 8-K?
Usually the press release. In both examples above, Meta's July 29, 2026 earnings release and Powerus's October 1, 2026 closing announcement, Exhibit 99.1 was a furnished press release.
What is an 8-K/A?
An amendment to an earlier 8-K. A common use is adding acquired-business financials under Item 9.01, which the form allows "not later than 71 calendar days" after the original report was due. Powerus filed one on October 16, 2026.