Finance · lesson 5 of 156 min readHands-on

Reading an 8-K

A public company has four business days to tell the SEC about anything material. The item number says what kind of anything.

Updated Oct 23, 2026

Try it first

  1. Find the takeover, current
  2. Name the filing
  3. Common or rare
  4. Count the days
  5. A company abroad
1 of 5

Find the takeover

Two of these items, read together, say the company filing was bought, not that it bought something. Which two?

Filer
Warner Bros. Discovery (WBD)
Filed
Oct 6, 2026
Items listed
1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01

Six of the eleven items, with the SEC's captions.

Source: SEC EDGAR, WBD's Form 8-K filed Oct 6, 2026.

The lesson

Form 8-K is the SEC’s current report. A public company files one when something happens that investors shouldn’t have to wait for the next quarterly or annual report to learn, and the deadline is four business days after the event unless an item sets another. The form has 33 items, each covering one kind of event. A filing names the items that apply, with the SEC’s caption for each, before it says what happened. Once you know the numbers, that list tells you the shape of the news before you have read a word of the text.

These are the items that matter most for reading a game company’s news, under the SEC’s own captions.

  • Item 1.01, entry into a material definitive agreement. The company signed, or materially changed, a contract that matters to it and sits outside its ordinary business. A merger agreement qualifies, and so does a large loan.
  • Item 1.02, termination of a material definitive agreement. One of those agreements ended early. An agreement that runs out on its stated date, or that both sides finish performing, does not count. The filing must say why it ended.
  • Item 2.01, completion of acquisition or disposition of assets. The SEC’s item for a significant purchase or sale of assets. The form calls a deal significant when the amount paid or received passes 10% of the company’s total assets, among other tests. The item covers buying and selling alike, and the number alone does not say which side the filer was on. A filer can also file Item 2.01 with a signed agreement, so the filing’s own text is what says whether a deal closed, and what.
  • Item 2.02, results of operations and financial condition. The company announced results for a finished quarter or year, and the press release is attached. The company furnishes this information and does not file it in the legal sense. The same goes for Item 7.01.
  • Item 2.05, costs associated with exit or disposal activities. The company committed to an exit or disposal plan, or began terminating employees under a plan, and the charges will be material. This is the item for a studio closure or a layoff program. The filing estimates the costs, and a company that cannot yet must file again within four business days of having an estimate.
  • Item 3.01, notice of delisting or failure to satisfy a continued listing rule or standard; transfer of listing. The exchange told the company it fails a listing rule, or the company took definitive action to leave the exchange or move its listing. After a buyout, the second kind is what you see.
  • Item 5.01, changes in control of registrant. Someone else now controls the company that is filing. The filing names who, what they paid and where the money came from.
  • Item 5.02, departure of directors or certain officers; election of directors; appointment of certain officers; compensatory arrangements of certain officers. A director left or was elected, or the chief executive, president, chief financial, accounting or operating officer, another named executive officer or someone in a similar job retired, resigned, was fired or was appointed. A material pay arrangement for those executives also lands here.
  • Item 5.07, submission of matters to a vote of security holders. Shareholders voted at a meeting. The filing gives the date, each matter and the votes for, against and abstaining.
  • Item 7.01, Regulation FD disclosure. The company chose to give information to everyone at once through an 8-K, such as a presentation or an executive’s message to staff.
  • Item 8.01, other events. Anything else the company judges important to shareholders. The company decides what goes here.
  • Item 9.01, financial statements and exhibits. The attachments, such as press releases and agreements. After an acquisition, the buyer can file the purchased business’s financial statements up to 71 calendar days after the 8-K was due. By itself the item says nothing about what happened.

Five more are worth knowing. Item 2.03 reports a new direct financial obligation, usually a loan or bonds. Item 3.02 reports a sale of equity securities that was not registered with the SEC. Item 3.03 reports a material change to shareholders’ rights. Item 5.03 reports a change to the charter or bylaws, or to the fiscal year. Item 2.06 reports a material impairment charge, such as a goodwill writedown, unless the company reports it on time in its next quarterly or annual report.

The big ones are rare. Item 9.01 turns up on any filing with attachments, and Item 2.02 on every earnings release, so both are common. Items 2.05, 3.01 and 5.01 are the ones that mark a closure or layoff program, a delisting and a change in control, and a company seldom files them.

The numbers read better in groups. The clearest case is a takeover, in the filing of the company that was bought. Warner Bros. Discovery, or WBD, filed an 8-K on Oct 6, 2026 that lists items 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01 and 9.01. Electronic Arts filed one on Aug 4, 2026 that lists 1.01, 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 8.01 and 9.01. Item 2.01 is the SEC’s item for completion of an acquisition or disposition of assets, and 5.01 is for a change in control of the filer. Together they point to the filer having been acquired, not to its having acquired something. A filer can file 2.01 with a signed agreement too, so the filing’s own text is what says whether and what closed. The rest of the pile follows. Item 3.01 is the company asking Nasdaq to delist its shares. Item 3.03 says shareholders now hold only the right to be paid. Item 5.02 is directors and officers leaving. Item 5.03 is the charter and bylaws rewritten as the merger agreement provides. Item 1.02 is old credit agreements ended, and in WBD’s filing 1.01 and 2.03 report that its subsidiaries guaranteed the buyer’s bonds and bank loan.

Other pairs have their own meaning. Items 1.01 and 1.02 together can be a replacement, but the numbers do not say the two are linked. WBD’s 8-K of Feb 27, 2026 carries both, and its text does. WBD signed the merger agreement with Paramount Skydance and ended its earlier agreement with Netflix, and Paramount Skydance paid Netflix a $2.8 billion termination fee on WBD’s behalf. Item 2.02 with 9.01, often with 7.01 or 8.01, is an earnings release. Item 2.05 with 7.01 and 9.01 is a restructuring. Playtika’s 8-K of Jan 14, 2026 reported under 2.05 a workforce reduction of about 15% in the first quarter of 2026, at an estimated cost of $12 million to $15 million, and furnished the chief executive’s email to staff under 7.01. A lone 5.07 is a vote, and in a takeover it is the shareholder vote. WBD’s 8-K of Apr 23, 2026 reports 1,742,843,087 shares voted for the merger, 16,260,135 against and 2,371,121 abstaining.

Our filing pages give each number a short label taken from the SEC’s caption. A page lists the filing’s items under those labels, with the filing’s own details and a link to it. It does not say what the items add up to. Reading the group is yours, as above.

The 8-K sits alongside three longer, scheduled reports. Form 10-K is the annual report, with audited financial statements and a full description of the business, filed once a year. Form 10-Q is the quarterly version, filed for each of the first three quarters and unaudited. Companies based outside the US that qualify as foreign private issuers file neither. They report annually on Form 20-F, due within four months of their fiscal year-end, and instead of 10-Qs and 8-Ks they furnish a Form 6-K whenever they make information public at home or to a stock exchange. It covers the same kind of material news an 8-K would, but on their home country’s disclosure calendar rather than the SEC’s numbered-item one.

Every filing is public and free on EDGAR, the SEC’s filing system. Its full-text search finds a keyword across two decades of filings, and its company search finds every filing a company has made once you have its name, ticker or CIK number. Both are the fastest way to read the filing behind an item number yourself, rather than taking a summary’s word for it.

Key concepts8-K

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Sources

  1. SEC, Form 8-K and its general instructions (current item list, including 5.07)
  2. SEC, Additional Form 8-K Disclosure Requirements and Acceleration of Filing Date
  3. Investor.gov, glossary: Form 10-K, Form 10-Q, Form 8-K
  4. SEC, Financial Reporting Manual, Topic 6: Foreign Private Issuers
  5. SEC, Search Filings (EDGAR)
  6. Warner Bros. Discovery, Form 8-K filed Oct 6, 2026 (completion of the merger)
  7. Electronic Arts, Form 8-K filed Aug 4, 2026 (completion of the merger)
  8. Warner Bros. Discovery, Form 8-K filed Feb 27, 2026 (merger agreement)
  9. Warner Bros. Discovery, Form 8-K filed Apr 23, 2026 (stockholder vote)
  10. Playtika, Form 8-K filed Jan 14, 2026 (reduction in workforce)

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