What Are the 8-K Filing Deadlines?
Navigate the timing requirements for Form 8-K reports. Learn the standard deadline, key variations, and the framework for ensuring regulatory compliance.
Publicly traded companies must disclose significant events that could impact shareholders through a Form 8-K, also known as a “current report.” This form is filed with the Securities and Exchange Commission (SEC) to provide timely information to the market and ensure transparency. Mandated under the Securities Exchange Act of 1934, the 8-K’s purpose is to prevent selective disclosure and keep investors informed. These reports are unscheduled, unlike quarterly or annual filings, and are prompted by the occurrence of specific corporate developments.
The Standard Four-Business-Day Rule
A company must file a Form 8-K within four business days after a triggering event occurs. This deadline is a component of the SEC’s timely disclosure requirements. The four-day clock starts on the date the event happens, not when the company’s management becomes aware of it.
A business day is any day that is not a Saturday, Sunday, or a U.S. federal holiday. If a triggering event takes place on a weekend or a federal holiday, the four-day count begins on the next business day. For example, if a material agreement is signed on a Tuesday, the Form 8-K would be due by the close of business on the following Monday, assuming no intervening holidays.
The “triggering event date” is the calendar date on which the reportable event happens, such as when a contract is executed or a director resigns. This date initiates the four-business-day filing period. All filings are submitted electronically through the SEC’s EDGAR system, and a filing submitted after 5:30 p.m. Eastern Time is generally considered filed on the next business day.
Reportable Events and Deadline Variations
The four-business-day rule applies to a wide array of events. Financial information disclosures include events like entering into or terminating a material definitive agreement, creating a direct financial obligation, or triggering an event that accelerates such an obligation. Events related to business and operations include the bankruptcy or receivership of the company, or the completion of a significant acquisition or disposition of assets.
Corporate governance matters also trigger 8-K filings. These include the departure or election of directors, the appointment or departure of principal officers, or amendments to the company’s articles of incorporation or bylaws. Changes to the rights of security holders and changes in the company’s certifying accountant are other examples of reportable events under this deadline.
Some disclosures operate on a different timeline. Disclosures made to comply with Regulation Fair Disclosure (Regulation FD) have more immediate requirements. If a company intentionally discloses material nonpublic information to select individuals, it must simultaneously make that information public through an 8-K. For unintentional selective disclosures, the company must file “promptly,” which is defined as no later than 24 hours or the start of the next trading day after discovery. Companies can also voluntarily file a Form 8-K for “Other Events,” which does not have a mandated deadline.
Consequences of a Late Filing
Missing an 8-K filing deadline carries consequences. Filing extensions are not available for Form 8-K reports, making the four-day deadline strict.
One of the primary impacts of a late filing is the potential loss of eligibility to use short-form registration statements, such as Form S-3. This form allows for faster and less expensive capital raising. However, a company’s eligibility for Form S-3 is not affected by a late filing for certain specified events.
The SEC provides a limited “safe harbor” for the failure to timely file reports on events such as entering into or terminating a material agreement or creating certain financial obligations. This safe harbor shields a company from liability under certain anti-fraud provisions for the failure to file on time. This protection does not apply to material misstatements or omissions within the filing itself, and the safe harbor does not excuse the filing violation. The company is still required to file the Form 8-K.