Form 8-K, 8-K_A
| Field Name | Description | Data Type | Original/Engineered |
|---|---|---|---|
| file_name | The SEC's internal file identifier for the specific submission. | String | Original |
| amendment_flag | Indicates if this filing is an amendment to a previous Form 8-K (i.e., "A"). | String/Boolean | Original |
| owner_cik | The Central Index Key (CIK) number of the reporting company (Registrant). | Integer | Original |
| document_type | The SEC form type being filed (e.g., "8-K"). | String | Original |
| report_period | The date of the event being reported (not necessarily the filing date). | Date | Original |
| owner_name | The exact name of the reporting company (Registrant). | String | Original |
| incorporation_jurisdiction | The state or other jurisdiction where the Registrant is incorporated or organized. | String | Original |
| commission_file_number | The SEC's file number assigned to the Registrant (e.g., 001-XXXXX). | String | Original |
| irs_employer_id | The Registrant's I.R.S. Employer Identification Number (EIN). | String | Original |
| owner_street1 | First line of the Registrant's principal executive offices address. | String | Original |
| owner_street2 | Second line of the Registrant's address (if any). | String | Original |
| owner_city | The city component of the Registrant's address. | String | Original |
| owner_state | The state abbreviation of the Registrant's address. | String | Original |
| owner_zip | The zip code of the Registrant's address. | String | Original |
| city_area_code | The area code for the Registrant's contact number. | String | Original |
| registrant_phone_number | The full telephone number of the Registrant's principal executive offices. | String | Original |
| former_name | The former name of the Registrant, if changed since the last report. | String | Original |
| written_communications | Check box flag related to certain written communications under Rule 425. | Boolean | Original |
| soliciting_material | Check box flag related to soliciting material under Rule 14a-12. | Boolean | Original |
| pre_commencement_tender | Check box flag related to pre-commencement tender offer communications. | Boolean | Original |
| pre_commencement_issuer | Check box flag related to pre-commencement issuer tender offer communications. | Boolean | Original |
| security_title | Title of the class of securities registered pursuant to Section 12 of the Exchange Act. | String | Original |
| issuer_symbol | The stock ticker symbol of the issuing company. | String | Original |
| exchange_name | The name of the exchange (e.g., NYSE, NASDAQ) on which the security is listed. | String | Original |
| emerging_growth_company | Flag indicating if the Registrant is an Emerging Growth Company (EGC) under the JOBS Act. | Boolean | Original |
| entity_ex_transition_period | Flag indicating if the Registrant has elected not to use the transition period for complying with new or revised accounting standards. | Boolean | Original |
| item_1 | Text of the disclosure made under Item 1 series (Operations and Financial Matters). | Text Block | Original |
| item_2 | Text of the disclosure made under Item 2 series (Acquisition or Disposition of Assets). | Text Block | Original |
| item_3 | Text of the disclosure made under Item 3 series (Securities and Trading Markets). | Text Block | Original |
| item_4 | Text of the disclosure made under Item 4 series (Matters Related to Accountants and Financial Statements). | Text Block | Original |
| item_5 | Text of the disclosure made under Item 5 series (Corporate Governance and Management). | Text Block | Original |
| item_6 | Text of the disclosure made under Item 6 series (Asset-Backed Securities). | Text Block | Original |
| item_7 | Text of the disclosure made under Item 7 series (Regulation FD and Financial Statements). | Text Block | Original |
| item_8 | Text of the disclosure made under Item 8 series (Other Events). | Text Block | Original |
| item_9 | Text of the disclosure made under Item 9 series (Financial Statements and Exhibits). | Text Block | Original |
| signatures | The marker for the start of the required signature block. | Marker | Original |
| signatory_date | The date the report was signed. | Date | Original |
| signatory_name | The name of the authorized person signing the report. | String | Original |
| signatory_title | The title of the authorized person signing the report. | String | Original |
| Field Name | Description | Data Type | Original/Engineered |
|---|---|---|---|
| material_agreement_entry | This item requires disclosure of certain material agreements not made in the ordinary course of business, or material amendments to those agreements. For example, if a company takes out a five-year loan with a bank or signs a long-term lease, and the loan or lease is material to the company, the agreement must be reported here. But if a retailer already has a chain of stores and signs a lease for one more, the new lease generally would be in the ordinary course of business and would not be reported here. | Text(String) | Original |
| material_agreement_termination | Under this item, a company generally must disclose the termination of a material agreement. If the agreement simply expires according to its terms, that termination would not need to be reported on Form 8-K. For example, if a widget company made most of its sales under a long-term supply agreement with one significant customer, and that customer terminates the agreement prior to the date on which it would otherwise expire, that event would need to be reported under this item. | Text(String) | Original |
| bankruptcy_receivership | If a company becomes the subject of a bankruptcy or receivership court filing, that must be disclosed. Future 8-Ks may outline the company’s plan for reorganization (under Chapter 11) or liquidation (under Chapter 7) and the court’s confirmation of the plan. Investors should look at the reorganization plan for information about whether the company’s common stock is likely to be canceled and when the company expects to emerge from bankruptcy. | Text (String)/Numeric (Financial Figures) | Original |
| asset_acquisition_disposition | If a company acquires or disposes of a significant amount of assets, the company must file an 8-K to describe the terms of the transaction. Examples include buying or merging with another company, or selling a business unit. A company that is no longer a “shell company” as a result of a merger would also use this item to provide investors with comprehensive information about the other merging company. A shell company is a company that either has little or no operations or has little or no assets other than cash and cash equivalents. | Text/Numeric(Financial Figures) | Original |
| financial_results | Many companies announce their quarterly and annual results simultaneously in a press release and an 8-K (which includes the press release as an exhibit). The documents often include an announcement that the company will hold a conference call (sometimes called an analyst or earnings call) shortly after the release to discuss the results. The financial disclosures in the 8-K typically summarize the full financial statements, which will appear later in the company’s quarterly report (on Form 10-Q) or annual report (on Form 10-K). | Text/Numeric(Financial Figures) | Original |
| financial_obligation_created | The basic terms of material financial obligations that the company takes on must be reported. These financial obligations include any long-term debt, capital or operating lease, and short-term debt outside the ordinary course of business. This item also requires disclosure of material financial obligations, whether direct or contingent, that arise out of off-balance sheet arrangements. | Text/Numeric(Financial Details) | Original |
| financial_obligation_triggered | Defaults on loans or other events that trigger the acceleration or increase of a financial obligation must be disclosed in an 8-K if the consequences of the event are material to the company. For example, if a company defaults on a loan, its creditors typically have the right to demand immediate payment of the entire amount owed. In such a case, if immediate repayment would be material, the company must disclose the amount to be repaid, the repayment terms and other financial obligations that might have to be repaid on an accelerated basis as a result of the initial default. Cross-default provisions may allow other creditors to demand immediate repayment of amounts owed to them. | Text(String) | Original |
| exit_disposal_costs | This item requires disclosure of restructuring plans under which the company will incur material charges. For example, the 8-K may report the company’s decision to close some of its plants or stores or to lay off workers. The company also must disclose its estimates of the costs involved, once it is able to determine them. These costs could include, for example, total severance benefits for all laid-off employees. | Text(String)/Numeric(Cost Details) | Original |
| material_impairment | A company must disclose certain material write-downs (also called impairments) in an 8-K. (If the company determines the impairment when routinely preparing its financial statements for its periodic report, the company may make the disclosure in the periodic report rather than in an 8-K.) A write-down may occur when a company significantly lowers its estimate of the value of certain assets, such as the value of its brand or of a business it has acquired. The write-down hits the financial statements in two places—as a decrease in assets on the balance sheet and as an expense on the income statement. | Text(String) | Original |
| listing_compliance_failure | If a stock exchange notifies a company that it no longer satisfies the requirements for continued listing, this must be disclosed. For example, the stock may have been trading below the minimum price requirement for a certain period of time. The company may have a grace period to return to compliance, and will have to disclose any steps it intends to take to avoid delisting. | Text(String) | Original |
| unregistered_securities_sale | Private sales of securities exceeding 1 percent of a company’s outstanding shares of that class (or 5 percent for smaller reporting companies) would be reported under this item. Public offerings registered with the SEC need not be disclosed under this item. Investors can use the information provided under this item to determine the amount of capital raised by the company as well as the potential dilutive effect of reported private sales. | Text(String) | Original |
| security_holder_rights_change | Under this item, companies must disclose material changes to instruments that define the rights of shareholders (such as a company’s governing documents) or material limitations on the rights of security holders that result from the issuance or modification of another class of securities. Examples of such changes could include loan terms restricting dividend payments, the adoption of an antitakeover device or the issuance of preferred stock. | Text(String) | Original |
| auditor_change | Companies must disclose if they dismiss their independent auditor, if the auditor resigns or declines to stand for re-appointment, and if the company hires a new auditor. A change of auditors is sometimes, but not always, a cause for concern. It depends on the reasons for the change. | Text(String) | Original |
| financial_statement_restatement | This item requires disclosure if the company believes that previously issued financial statements should not be relied upon because of an error in the statements. Disclosure is also required if the auditor believes that its previously issued audit reports or interim reviews on financial statements should not be relied upon. In both cases, the company also must disclose whether its audit committee, full board or authorized executive officers have discussed these matters with its auditor. Investors should pay attention to these disclosures, which could affect the company’s previously reported earnings. Companies generally restate their financial statements after the 8-K disclosure. The restatement could come at a much later date. | Text(String) | Original |
| control_change | If there is a change of control of the company, the company must identify the persons who have acquired control and the percentage of voting securities that they beneficially own, as well as any arrangements between the old and new control groups regarding the election of directors or other matters. | Text(String) | Original |
| officer_director_changes | If a board member resigns or refuses to stand for re-election because of a disagreement with the company relating to the company’s operations, policies or practices, or a director is removed for cause from the board, the company must briefly describe the circumstances of the disagreement. If the director provides a letter regarding her resignation, refusal or removal, the company must file the letter as an exhibit to the 8-K. The company also must disclose the appointment of any new director or high-level officers and briefly describe any related compensation arrangements. In addition, the company must disclose any changes to the compensation of current high-level officers. | Text(String) | Original |
| governing_documents_amendment | This item generally requires disclosure if a company amends its articles of incorporation or bylaws, or changes its fiscal year, unless the company already disclosed the proposed amendment or fiscal year change in a proxy statement or information statement. Companies that issue only debt securities are typically not required to comply with this item. | Text(String) | Original |
| ethics_code_change | Companies must generally report changes to their code of ethics that apply to the chief executive officer, chief financial officer, chief accounting officer or controller, or others performing similar functions. The company also must disclose any waivers granted to any of these persons. Many investors consider ethics waivers to be a red flag. Please note that a company may elect to provide these disclosures on the company’s website instead of filing an 8-K. | Text(String) | Original |
| security_holder_vote | Within four business days of the end of an annual or special meeting, companies must file the results of shareholder votes in director elections and on all other matters put to a vote. If the company is only able to report preliminary results at that time, it must file an amended 8-K to report the final vote results within four business days after those results are known. | Text(String) | Original |
| regulation_fd_disclosure | The purpose of Regulation FD—for “fair disclosure”—is to prevent companies from selectively disclosing material, non-public information. Regulation FD is intended to level the playing field: companies generally must give material information to the public at the same time they provide it to others, such as securities market professionals. | Text(String) | Original |
| other_events | This is the place where companies may report anything that they believe is important but is not specifically required elsewhere in the 8-K. | Text(String) | Original |
| financial_statements_exhibits | Under this item, a company must file certain financial statements and list the exhibits that it has filed as part of the 8-K. For example, if a company discloses in Item 2.01 that it has acquired a business, Item 9.01 would require the company to provide the financial statements of the business acquired in the same or a later-filed amended 8-K. In addition, the company must also present “pro forma” financial statements that show what the company’s financial results might have been if the transaction had been completed earlier. Likewise, if the company discloses in Item 1.01 that it has entered into a material agreement, that agreement may be filed as an exhibit in the 8-K. | Numeric(Tabular) | Original |
Specialized Forms Filled Under Form 8k - Form 8K-15D5 Commonly found Items.
| Field Name | Description | Data Type | Original/Engineered | bankruptcy_receivership | If a company becomes the subject of a bankruptcy or receivership court filing, that must be disclosed. Future 8-Ks may outline the company’s plan for reorganization (under Chapter 11) or liquidation (under Chapter 7) and the court’s confirmation of the plan. Investors should look at the reorganization plan for information about whether the company’s common stock is likely to be canceled and when the company expects to emerge from bankruptcy. | Text (String)/Numeric (Financial Figures) | Original |
|---|---|---|---|
| asset_acquisition_disposition | If a company acquires or disposes of a significant amount of assets, the company must file an 8-K to describe the terms of the transaction. Examples include buying or merging with another company, or selling a business unit. A company that is no longer a “shell company” as a result of a merger would also use this item to provide investors with comprehensive information about the other merging company. A shell company is a company that either has little or no operations or has little or no assets other than cash and cash equivalents. | Text/Numeric(Financial Figures) | Original |
| control_change | If there is a change of control of the company, the company must identify the persons who have acquired control and the percentage of voting securities that they beneficially own, as well as any arrangements between the old and new control groups regarding the election of directors or other matters. | Text(String) | Original |
| officer_director_changes | If a board member resigns or refuses to stand for re-election because of a disagreement with the company relating to the company’s operations, policies or practices, or a director is removed for cause from the board, the company must briefly describe the circumstances of the disagreement. If the director provides a letter regarding her resignation, refusal or removal, the company must file the letter as an exhibit to the 8-K. The company also must disclose the appointment of any new director or high-level officers and briefly describe any related compensation arrangements. In addition, the company must disclose any changes to the compensation of current high-level officers. | Text(String) | Original |
| other_event | This is the place where companies may report anything that they believe is important but is not specifically required elsewhere in the 8-K. | Text(String) | Original |
Specialized Forms Filled Under Form 8k - Form 8K-12B Commonly found Items.
| Field Name | Description | Data Type | Original/Engineered | material_agreement_entry | This item requires disclosure of certain material agreements not made in the ordinary course of business, or material amendments to those agreements. For example, if a company takes out a five-year loan with a bank or signs a long-term lease, and the loan or lease is material to the company, the agreement must be reported here. But if a retailer already has a chain of stores and signs a lease for one more, the new lease generally would be in the ordinary course of business and would not be reported here. | Text(String) | Original |
|---|---|---|---|
| asset_acquisition_disposition | If a company acquires or disposes of a significant amount of assets, the company must file an 8-K to describe the terms of the transaction. Examples include buying or merging with another company, or selling a business unit. A company that is no longer a “shell company” as a result of a merger would also use this item to provide investors with comprehensive information about the other merging company. A shell company is a company that either has little or no operations or has little or no assets other than cash and cash equivalents. | Text/Numeric(Financial Figures) | Original |
| security_holder_rights_change | Under this item, companies must disclose material changes to instruments that define the rights of shareholders (such as a company’s governing documents) or material limitations on the rights of security holders that result from the issuance or modification of another class of securities. Examples of such changes could include loan terms restricting dividend payments, the adoption of an antitakeover device or the issuance of preferred stock. | Text(String) | Original |
| control_change | If there is a change of control of the company, the company must identify the persons who have acquired control and the percentage of voting securities that they beneficially own, as well as any arrangements between the old and new control groups regarding the election of directors or other matters. | Text(String) | Original |
| officer_director_changes | If a board member resigns or refuses to stand for re-election because of a disagreement with the company relating to the company’s operations, policies or practices, or a director is removed for cause from the board, the company must briefly describe the circumstances of the disagreement. If the director provides a letter regarding her resignation, refusal or removal, the company must file the letter as an exhibit to the 8-K. The company also must disclose the appointment of any new director or high-level officers and briefly describe any related compensation arrangements. In addition, the company must disclose any changes to the compensation of current high-level officers. | Text(String) | Original |
| other_event | This is the place where companies may report anything that they believe is important but is not specifically required elsewhere in the 8-K. | Text(String) | Original |
| financial_statements_exhibits | Under this item, a company must file certain financial statements and list the exhibits that it has filed as part of the 8-K. For example, if a company discloses in Item 2.01 that it has acquired a business, Item 9.01 would require the company to provide the financial statements of the business acquired in the same or a later-filed amended 8-K. In addition, the company must also present “pro forma” financial statements that show what the company’s financial results might have been if the transaction had been completed earlier. Likewise, if the company discloses in Item 1.01 that it has entered into a material agreement, that agreement may be filed as an exhibit in the 8-K. | Numeric(Tabular) | Original |
Specialized Forms Filled Under Form 8k - Form 8K-12B Commonly found Items.
| Field Name | Description | Data Type | Original/Engineered | control_change | If there is a change of control of the company, the company must identify the persons who have acquired control and the percentage of voting securities that they beneficially own, as well as any arrangements between the old and new control groups regarding the election of directors or other matters. | Text(String) | Original |
|---|---|---|---|
| officer_director_changes | If a board member resigns or refuses to stand for re-election because of a disagreement with the company relating to the company’s operations, policies or practices, or a director is removed for cause from the board, the company must briefly describe the circumstances of the disagreement. If the director provides a letter regarding her resignation, refusal or removal, the company must file the letter as an exhibit to the 8-K. The company also must disclose the appointment of any new director or high-level officers and briefly describe any related compensation arrangements. In addition, the company must disclose any changes to the compensation of current high-level officers. | Text(String) | Original |
| other_event | This is the place where companies may report anything that they believe is important but is not specifically required elsewhere in the 8-K. | Text(String) | Original |
| financial_statements_exhibits | Under this item, a company must file certain financial statements and list the exhibits that it has filed as part of the 8-K. For example, if a company discloses in Item 2.01 that it has acquired a business, Item 9.01 would require the company to provide the financial statements of the business acquired in the same or a later-filed amended 8-K. In addition, the company must also present “pro forma” financial statements that show what the company’s financial results might have been if the transaction had been completed earlier. Likewise, if the company discloses in Item 1.01 that it has entered into a material agreement, that agreement may be filed as an exhibit in the 8-K. | Numeric(Tabular) | Original |