Most 8-K mistakes are missed items and blown four-business-day deadlines. This decision tree tells you whether an event triggers an 8-K, which Item it falls under, and when it's due.
What this tool does
You describe what happened; it maps the event to the right 8-K Item (1.01, 2.02, 4.01, 5.02, and so on), tells you if it's reportable, and shows the filing deadline.
Who it's for
Controllers, GCs, and finance leads who need a fast, defensible read the moment something material happens.
How to use it — step by step
- Pick the event type. Deals, results, leadership, auditor, restatements, and more.
- Answer the follow-ups. A few questions pin down materiality and the exact Item.
- Read the trigger + deadline. Whether you must file, under which Item, and the four-business-day clock.
- Confirm with counsel. Use it to move fast, then verify the call with SEC counsel.
How to read your result
If it says 'triggers' — note the Item and the deadline and start drafting. If 'likely not,' still document why you concluded no filing was required.
Worked examples
The same tool behaves differently depending on what you put in. Here are 3 situations.
Signed a big customer/supplier contract
Inputs: Material definitive agreement, outside the ordinary course.
What the tool shows: Points to Item 1.01 (and possibly a 1.02 if it terminates another) with the four-business-day clock from signing.
What to do: File the 1.01; file the agreement as an exhibit (redact only what's permissible).
CFO resigns
Inputs: A named executive officer departs.
What the tool shows: Item 5.02 — due four business days after the decision/notice, regardless of effective date.
What to do: File promptly; be careful with the departure language.
You dismiss your audit firm
Inputs: Change of accountant.
What the tool shows: Item 4.01, plus the Exhibit 16 letter from the former auditor and the disagreements/reportable-events analysis.
What to do: Use the auditor-change tool to build the full 4.01 package.
Common questions
What's the deadline? Most 8-K items are due within four business days of the triggering event.
Is Item 2.02 (earnings) mandatory? Furnishing an earnings release under 2.02 has its own rules — the tool flags when it applies.
Does this replace counsel? No — it's a fast first read, not legal advice.