In addition to filing annual reports on Form 10-K and quarterly reports on Form 10-Q, public companies must report certain material corporate events on a more current basis. Form 8-K is the “current report” companies must file with the SEC to announce major events that shareholders should know about.
Typically, two values are required for submitting a Form 8-K to the SEC: Reporting Period and Item Submission Type. Additional fields may be required based on the unique filing.
Reporting Period
There can be one event, or more, that triggers the obligation to file an 8-K. The reporting period is equal to the date of the earliest event reported and can be found on the form’s cover page. This date may differ from your filing or signature date.
Look for the following text on your cover page:
Date of Report (Date of earliest event reported):
If more than one event is to be reported, and the events occurred on different dates, you will use the earliest date, and this will be entered as the Reporting Period. For instance:
Date of Report (Date of earliest event reported): January 10, 2025
The Reporting Period above is 01/10/2025. Sometimes the Date of Report will appear like this:
Date of Report (Date of earliest event reported): February 2, 2025 (January 10, 2025)
Either format is correct. but it is important to know that in both examples, 01/10/2025 is the Reporting Period that should be entered as a value on the EDGAR Submission tab.
Where to Input
The Date of Report will be entered in the Reporting Period field on the project’s EDGAR Submission page. The field will be highlighted in red after project creation to indicate a required value is needed. If, while editing your document, your date of report changes, this corresponding filing value will also need to be updated. Read more about the EDGAR Submission page and filing values.
Item Numbers
Information reported in Form 8-K is organized according to SEC-assigned items. Instructions for a Form 8-K describing the types of events that trigger a public company’s obligation to file a current report can be found here.
Items will be entered on the EDGAR Submission page of the 8-K under “Item List.” The field will be highlighted in red after project creation to show that a required value is needed.
The selection of Items 1.01, 1.02, 2.01, 5.01, or 8.01 allows for an optional value, Item Submission Type, to specify an added Submission Type that simultaneously satisfies an additional filing obligation. Optional fields will be highlighted yellow. See Simultaneous Filing below for more information.
Item 9.01, Exhibit 104, and iXBRL
A Form 8-K requires Cover Page Interactive Data files (iXBRL cover page tagging). These tags are added inline in the Editor; therefore, they do not require an XBRL update request in order to be included in the filing.
Specific to the Form 8-K, Cover Page Interactive Data Files should be identified as exhibit 104 in the exhibit index of a filing. If, however, the exhibit index of a Form 8-K would include only a Cover Page Interactive Data File as exhibit 104, and would not include any other exhibit, the registrant does not need to add an exhibit index to the Form 8-K solely to identify the Cover Page Interactive Data File as an exhibit under Item 9.01 of Form 8-K.
To identify Cover Page Interactive Data in the exhibit index, use the following language:
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Simultaneous Filing (Dual Filing)
A Form 8-K can be filed simultaneously to satisfy other filing obligations of Rules 425, 14a-12, 14d-2(b), or 13e-4(c). The four simultaneous form types are: 425, DEFA14A, DFAN14A, and SC TO-C. At the bottom of the 8-K cover page is a section with four checkboxes. If any of the boxes are checked, the corresponding additional form type must be selected in the EDGAR submission values page and created as a separate project in ThunderDome:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | 425 |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | DEFA14A or DFAN14A |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | SC TO-C |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | SC TO-C |
Multiple checkboxes: If more than one of the four checkboxes is checked, and one of them is 425, then select 425 when selecting the additional form type in the EGDAR submission values.
Only certain items are eligible for simultaneous treatment, and of those items only certain of the four additional form types are eligible to be used, as follows:
| 1.01 | Entry into a Material Definitive Agreement. | 425, DEFA14A, DFAN14A, SC TO-C |
| 1.02 | Termination of a Material Definitive Agreement. | 425, DEFA14A, DFAN14A, SC TO-C |
| 2.01 | Completion of Acquisition or Disposition of Assets. | 425 |
| 5.01 | Changes in Control of Registrant. | 425, SC TO-C |
| 8.01 | Other Events. | 425, DEFA14A, DFAN14A, SC TO-C |
8-K simultaneous filings usually require additional filing values, depending on the simultaneous form type.
| 425 | Subject Company, File Number, Group Name (only if more than one filer) |
| DEFA14A | N/A |
| DFAN14A | Subject Company |
| SC TO-C | Subject Company, Group Name (only if more than one filer) |
Please contact RDG Filings to help create a secondary form as part of a simultaneous filing in ThunderDome.
8-K Amendments
Form 8-K/A is an amendment to a previously filed 8-K. The Period of Report date to use on the amendment is the same date that was reported on the original 8-K. There must be a Form 8-K for the same reporting period on file with the SEC. Form 8-K/A is its own form type in ThunderDome® and the project will need to be newly created as Form 8-K/A. Please contact RDG Filings for assistance if you prefer to copy the original Form 8-K into a Form 8-K/A.
Related pages:
Add Exhibits to a Project
How to Copy a Project
8-K iXBRL Cover Page Tagging Guide
Tags: 8k, 8-K, cover page, ixbrl, tagging, tags, interactive data files, exhibit 104, items, simultaneous filing, dual filing, exhibit index