How to Read a Form 8-K: Items, Exhibits and Real Examples

A Form 8-K is the filing a US public company makes when something important happens between its quarterly and annual reports: a big contract, an earnings release, a restructuring, a new chief financial officer. Our glossary entry gives the short definition. This guide goes further. It works from the SEC’s own Form 8-K instructions and Investor.gov pages, and it uses real 8-Ks from companies our reports have covered: Tesla, Micron, Nike and AMD.

TL;DR

• What it is: the SEC calls Form 8-K a “current report.” Unless an item says otherwise, the company has four business days after the event to file it. The deadline was shortened to four business days by a 2004 SEC rule.
• How it’s organized: every 8-K lists numbered items, such as 1.01 (material agreement), 2.02 (results), 2.05 (restructuring costs) and 5.02 (officer and director changes). Item 9.01 lists the exhibits, where the press release or any attached contract sits.
• The catch: information under Items 2.02 and 7.01 is “furnished,” not “filed,” and the 8-K can be a summary. Tesla’s 8-K, for example, says its new credit agreements will be filed with its next 10-Q.

What a Form 8-K is

Investor.gov, the SEC’s investor-education site, describes Form 8-K as the report companies must file “to announce major events that shareholders should know about.” It sits alongside the annual report (Form 10-K) and the quarterly report (Form 10-Q). The top of each 8-K cites the legal basis: Section 13 or 15(d) of the 1934 Securities Exchange Act.

The deadline. General Instruction B.1 of the form sets the clock. A report is required when an event listed in Sections 1 to 6 or Section 9 occurs, and unless an item specifies otherwise it is due “within four business days after occurrence of the event.” If the event happens on a Saturday, Sunday or a holiday when the SEC is closed, day one is the next business day. There are exceptions:

• Item 1.05 (cybersecurity): the four days run from when the company determines that an incident is material, not from the incident itself. The company may delay disclosure if the US Attorney General concludes that disclosing it would create a substantial national-security or public-safety risk and informs the SEC in writing.
• Item 5.07 (shareholder votes): the four days start the day the meeting ended. Final results, if not known then, follow in an amended 8-K.
• Item 5.02(c) (new top officers): if the company plans to announce an appointment some other way, it may file the 8-K on the day of that announcement.
• Items 7.01 and 8.01: these are voluntary. When a company uses them to meet Regulation FD (the SEC’s fair-disclosure rule), Regulation FD’s own timing applies. Investor.gov notes that this due date “might be earlier.”

Where the four days came from. The SEC adopted the deadline in Release No. 33-8400 (March 2004), effective August 23, 2004. Before that, the release says, the deadline was five business days or 15 calendar days, varying by event. The release added eight new items, regrouped the items into topical sections, and links the change to the “real time issuer disclosure” mandate in Section 409 of the Sarbanes-Oxley Act. Item 1.05 came later. The SEC adopted it on July 26, 2023, with 8-K disclosures due from the later of December 18, 2023 or 90 days after publication in the Federal Register; smaller reporting companies got an additional 180 days.

The items that matter

The form has nine sections; Section 6 is for asset-backed securities. The table lists a selection of items an investor is likely to meet or watch for, with a one-line meaning drawn from the SEC’s form text and the Investor.gov bulletin, and an example from a filing we have read.

Item	What it means in plain English	Example
1.01	The company signed (or materially amended) an important agreement outside its ordinary business	Tesla, Sep 29, 2026: three bank facilities totaling $30.0 billion
1.02	An important agreement was ended early, not by running to its stated end date	Tesla: ended its $5.0 billion 2023 revolver, with nothing borrowed and no early termination penalties
1.05	A cybersecurity incident the company has judged material	None in our reports
2.01	A significant acquisition or sale of assets was completed	AMD, Feb 14, 2022: completion of the Xilinx deal (cited in our AMD report)
2.02	The company released results for a completed quarter or year	Micron, Sep 30, 2026; Nike, Oct 1, 2026
2.03	The company took on a material debt or off-balance-sheet obligation	Tesla: refers back to its Item 1.01 text
2.05	A board or authorized officer committed to an exit or restructuring plan with material charges	Nike, Oct 1, 2026: Pace program, about $1.0 billion of expected pre-tax charges
2.06	The company concluded a material impairment (write-down) is required	None in our reports
3.01	An exchange notice about delisting or a missed listing standard	None in our reports
3.02	Equity sold without SEC registration, once it reaches 1% of the class (5% for smaller reporting companies)	AMD, Sep 28, 2026: shares for World Labs, about $8.2 billion
4.02	Earlier financial statements should no longer be relied on because of an error	None in our reports
5.01	A change in control of the company	None in our reports
5.02	Directors or top officers leave, new officers are appointed, new directors are elected outside a shareholder vote, or top-officer pay arrangements change	Nike, Jun 23, 2026: new CFO, effective Aug 16, 2026
5.07	Results of a shareholder vote	Not in our reports; EDGAR lists one for Micron in January 2026
7.01	Information released under Regulation FD; furnished, not filed	Nike, Jun 23, 2026: the press release on the CFO change
8.01	Any other event the company chooses to report	Not in our reports; Nvidia’s latest 8-K before Oct 3, filed Sep 3, 2026
9.01	Financial statements and the list of exhibits	Tesla, Micron and Nike (Oct 1 and Jun 23) examples above; not AMD’s Sep 28 or Nvidia’s Sep 3 8-K

Sources: SEC Form 8-K instructions; Investor.gov, “How to Read an 8-K”; the 8-Ks named in the table; EDGAR filing lists for Micron and Nvidia (read Oct 3, 2026).

Two details in the table are easy to miss. The form text says an Item 1.02 report is not required when an agreement simply expires on its stated date. And Item 2.06 does not need its own 8-K when the impairment is identified while preparing the next periodic report and disclosed on time in that report.

To see which items actually show up, we counted the item numbers EDGAR lists for every original 8-K that Tesla, Micron, Nike, AMD and Nvidia filed from October 1, 2025 to September 30, 2026. There were 59 filings. One 8-K can carry several items, so the counts add up to more than 59. Item 9.01 appeared in 47, Item 2.02 in 24 and Item 5.02 in 21. Item 2.05 appeared once, in Nike’s March 5, 2026 filing; its October 1 filing falls just after the window. The count is ours, from EDGAR’s filing metadata.

Filed vs furnished

General Instruction B.2 treats two items differently. Information given under Item 2.02 (results) or Item 7.01 (Regulation FD) is not deemed “filed” for purposes of Section 18 of the Exchange Act, unless the company says it is or incorporates it by reference into another filing. The exhibits tied to those items count as furnished too, unless Item 9.01 says otherwise.

Companies spell this out in the filing. Micron’s September 30 8-K says the information in Item 2.02 and Exhibit 99.1 “shall not be deemed ‘filed’ for the purposes of Section 18,” and is not incorporated into other filings unless a later filing says so. Nike’s June 23 8-K shows both treatments in one document. Its Item 2.02 and Item 7.01 material, including press release Exhibit 99.1, is furnished. Under Item 5.02 it filed Exhibit 10.1, a letter agreement with the departing CFO, and Exhibit 10.2, its new Executive Severance Pay Plan.

The label changes how Section 18 treats the document, not what it says. In these examples, the furnished exhibits are press releases and the filed exhibits are an agreement and a plan.

How to find and read one on EDGAR

1. Search the company. On SEC.gov, type the company name or ticker into the search bar, as Investor.gov describes. The SEC says EDGAR’s company search also accepts the CIK, the unique number the SEC assigns to each filer. Tesla’s CIK is 0001318605; EDGAR shows it on the company’s filing list.
2. Filter to 8-K. Investor.gov notes that EDGAR results for 8-Ks show the item numbers each report contains, so you can spot 2.02 or 5.02 before opening anything. A form type ending in “/A”, such as 8-K/A, is an amendment.
3. Open the filing index. Each filing has its own folder. Micron’s September 30 folder (accession 0000723125-26-000018) holds the 8-K itself, the press release as a separate exhibit file, and data files.
4. Check the two dates. The cover shows the “date of earliest event reported”; EDGAR shows the filing date. AMD’s World Labs 8-K reports an event on Saturday, September 26, 2026; EDGAR shows it filed on Monday, September 28.
5. Read the item headings, then any Item 9.01. The headings tell you what happened; the exhibit list tells you where the detail is. In our examples, Exhibit 99.1 is a press release, Nike’s 10.1 and 10.2 are an agreement and a plan, and 104 is the cover page data file listed in the Tesla, Micron and Nike Oct 1 and Jun 23 filings; AMD’s Item 3.02 8-K and Nike’s Mar 5 Item 2.05 8-K have no exhibit list at all.
6. Look for “will be filed.” If the contract isn’t attached, the 8-K may say where it will appear later, as Tesla’s and Nike’s did.
7. Follow up. Check for an 8-K/A and for the next 10-Q or 10-K. Investor.gov notes that the financial figures in an Item 2.02 8-K typically summarize statements that appear in full in those periodic reports.

Our earnings pages collect the Item 2.02 releases for the companies we track. Insider trades are reported on Form 4, not 8-K; they are on our insider pages. For more on the database, see SEC EDGAR.

Real examples

Tesla: Items 1.01, 1.02 and 2.03, contracts to come later

On September 29, 2026, Tesla signed three credit agreements: a $20.0 billion delayed-draw term loan, an $8.0 billion five-year revolver and a $2.0 billion 364-day revolver. It filed the 8-K the same day. Item 1.02 reports the end of its $5.0 billion 2023 revolver. Item 2.03 simply points back to Item 1.01. Item 9.01 lists only Exhibit 104. The 8-K calls its description “a summary only” and says the agreements will be filed as exhibits to the 10-Q for the quarter ending September 30, 2026. The form allows this: General Instruction B.4 says agreements need not be attached to the 8-K unless the item requires it, but they must still be filed with periodic reports. Tesla says it does not currently plan to draw on the facilities in 2026. Full analysis: Tesla’s $30 billion credit facilities.

Micron: Item 2.02, numbers in Exhibit 99.1

Micron’s September 30, 2026 8-K is two short items. Item 2.02 says results for the fiscal quarter ended September 3, 2026 are in Exhibit 99.1, and the exhibit holds the figures. It reports GAAP net income of $37.70 billion ($32.87 per diluted share) and non-GAAP net income of $38.40 billion ($33.42). Item 2.02’s instructions apply the SEC’s non-GAAP rule, Item 10(e)(1)(i) of Regulation S-K. That rule requires, among other things, the comparable GAAP measure with equal or greater prominence, plus a reconciliation, and Micron’s exhibit includes a GAAP-to-non-GAAP reconciliation table. See our Micron fiscal Q4 2026 report and the Micron company hub.

Nike: Items 2.02 and 2.05, estimates not facts

Nike’s October 1, 2026 8-K pairs its results (Item 2.02) with Item 2.05 on a multi-year program called Pace. Nike expects the program’s steps to bring pre-tax charges of approximately $1.0 billion, on top of about $0.3 billion of severance recognized in fiscal 2026. It expects about $0.3 billion of the charges in fiscal 2027 and expects about $2.5 billion of cumulative savings through fiscal 2031, a figure stated before the charges and any reinvestment. The filing calls these estimates and says actual figures “may differ, possibly materially.” Nike’s earlier Item 2.05 shows the clock at work: management approved a plan on Friday, February 27, 2026, and the 8-K was filed on Thursday, March 5, the fourth business day by our count. More: Nike Q1 FY2027 and Pace.

What 8-Ks don’t tell you

• Not every announcement gets one. Nvidia announced a $150 billion buyback authorization increase in a press release on September 28, 2026. As of October 3, EDGAR listed no Nvidia 8-K filed after September 3. Item 8.01 lets a company report other events “at its option.” See what Nvidia’s filings show.
• The full contract may come later. As with Tesla’s credit agreements and Nike’s CFO offer letter (to be filed with the 10-K for the year ending May 31, 2026), the 8-K text is a summary. For acquisitions reported under Item 2.01, the form allows the target’s financial statements to follow by amendment up to 71 calendar days after the initial 8-K was due.
• Estimates can change. Items 2.05 and 2.06 let a company that cannot make a good-faith estimate file one later, by amended 8-K within four business days of reaching it.
• Restatements take time. Investor.gov says companies generally restate after an Item 4.02 disclosure, and the restatement “could come at a much later date.”
• The item number follows the rule, not the headline. AMD’s 8-K on its roughly $8.2 billion World Labs deal is filed under Item 3.02 (unregistered sales of equity): the price is to be paid in AMD shares that AMD intends to issue under exemptions from registration. The 8-K says the number of shares was not yet known. Our AMD World Labs report covers the filing.

More plain-English explainers: Guides.

FAQ

Q What is an 8-K filing?

A It is a "current report" that US public companies file with the SEC to disclose major events between their 10-Q and 10-K reports, such as material agreements, earnings releases, restructurings and executive changes. Each event is reported under a numbered item, and supporting documents are attached as exhibits listed in Item 9.01.

Q How long does a company have to file an 8-K?

A Generally four business days after the event, under General Instruction B.1 of Form 8-K. If the event falls on a weekend or a holiday when the SEC is closed, the count starts on the next business day; Item 1.05 cyber reports run from the date the company determines an incident is material.

Q What is Item 2.02 in an 8-K?

A Item 2.02, "Results of Operations and Financial Condition," covers a public release of results for a completed quarter or year, with the release attached as an exhibit (Exhibit 99.1 in the Micron and Nike examples). Under the form's instructions it is furnished rather than filed; Micron's September 30, 2026 8-K says its Item 2.02 information is not deemed "filed."

Q What does Item 5.02 mean?

A Item 5.02 reports departures and appointments of directors and top officers, such as the CEO or CFO, and related pay arrangements. Nike used it on June 23, 2026 to report David Denton's appointment as CFO, effective August 16, 2026.

Q Where can I find a company's 8-K filings?

A On SEC EDGAR, free. Search the company name, ticker or CIK on SEC.gov and filter by form type 8-K; EDGAR shows which item numbers each 8-K contains.