Goodwin’s Form 8-K Guide
Form 8-K is the current report public companies file with the SEC (U.S. Securities and Exchange Commission) to disclose specified material events, including acquisitions, financings, bankruptcies, and restructurings. Timely and accurate Form 8-K reporting is a critical component of SEC compliance. Missing a deadline or overlooking a required disclosure can create regulatory, governance, and investor relations risks.
That’s why our Public Company Advisory Practice (PCAP) created Goodwin’s Form 8-K Guide to help legal, finance, investor relations, and corporate governance teams navigate SEC reporting requirements. Focused on the standard Form 8-K current report, the guide explains when filings are required, what disclosures the SEC expects, and how to avoid common compliance pitfalls. It provides practical guidance on:
- Which events require a Form 8-K filing, such as entry into material definitive agreements, acquisitions or dispositions of assets, and cybersecurity incidents.
- What companies must disclose for each Form 8-K item, including required information such as dates, parties involved, and financial impacts.
- How Form 8-K filing deadlines work, from the standard four–business day rule to key exceptions.
- Related disclosure obligations, including when a single event may trigger multiple Form 8-K items and related communications, such as press releases and investor calls.
- Practical disclosure examples and draft guidance, with sample language for common Form 8-K scenarios.
- Best practices for Form 8-K compliance, from establishing and maintaining effective disclosure controls to planning for complex transactions.