What does Form 8-K Item 5.02 say when an executive leaves?

Information as of 15 October 2026. Everything below comes from the SEC's Form 8-K instructions, linked below. If anything here is wrong, tell us at contact@oqro.io and we will correct it.

Which departures does Item 5.02 cover?

Item 5.02 is titled Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The form's instructions list who is covered: the principal executive officer, the president, the principal financial officer, the principal accounting officer, the principal operating officer, any person performing similar functions, and any named executive officer. For directors, the item covers one who retires, resigns, is removed or refuses to stand for re-election.

So the filing is not about every manager. A vice president who leaves does not trigger it unless that person is one of the covered officers. For a reader, an Item 5.02 filing means that a person in one of these roles has changed, and the text says which one.

What must the company disclose?

For the most common case, the instructions in paragraph (b) say the company must disclose the fact that the event has occurred and the date of the event. If a covered officer retires, resigns or is terminated from the position, or a director retires, resigns, is removed or refuses to stand for re-election, those two facts are the minimum. Many filings add a sentence on who will take over, but the departure itself requires only the fact and the date.

A different paragraph applies when a director resigns or refuses to stand for re-election because of a disagreement with the company, known to an executive officer, on any matter relating to its operations, policies or practices, or is removed for cause. In that case the instructions require the date, the positions the director held on board committees, and a brief description of the circumstances that the company believes caused the departure, in whole or in part. If the director has given the company written correspondence about the circumstances, the company must file a copy as an exhibit, and it must give the director a copy of its disclosure.

What about an appointment?

When the company appoints a new principal executive officer, president, principal financial officer, principal accounting officer, principal operating officer or person performing similar functions, paragraph (c) asks for the name and position of the new officer and the date of the appointment, certain background information required by the SEC's Regulation S-K, and a brief description of any material plan, contract or arrangement, written or not, that the new officer is party to or participates in and that is entered into in connection with the appointment.

The item's title also names compensatory arrangements of certain officers, so a filing can describe such arrangements too. The Regulation S-K items the form cites for background information concern directors and executive officers; the SEC rule is titled Directors, executive officers, promoters and control persons. The filing itself states which paragraph of the item it relies on.

When is the report due?

Unless an item says otherwise, the form says a report is to be filed or furnished within four business days after the event occurs. If the event happens on a Saturday, a Sunday or a holiday on which the SEC is not open, the four business day period begins to run on, and includes, the first business day after it. A resignation effective on a Friday can therefore reach the public record a few days later, and a company may announce a change by press release first.

On OQRO, Form 8-K filings that report executive changes are listed on a company page next to its other 8-K items, and the executive-departure filings that come soon after other negative disclosures are collected on the red flags page. The filing's own acceptance time is shown in US Eastern time.

What does a filing like this look like in practice?

The text is usually short. It names the person and the role, states the date and, if the company chooses, says whether the move is a retirement, a resignation, or a termination. It may state that the departure is not the result of a disagreement with the company on any matter relating to its operations, policies or practices, because the item treats a disagreement differently. The reader has to read the sentence, because two filings under the same item can describe very different events.

When an executive of a listed company also files a Form 4 for stock trades, that is a separate filing with its own rules; see our guide to who files a Form 4.

What this does not tell you

An Item 5.02 filing does not explain why a person left unless the company writes it, and it does not say whether a departure is good or bad for the company. A retirement, a resignation and a termination are different events that the item groups together. It does not cover officers outside the listed roles, and it does not describe stock trades the person made or will make.

OQRO shows the filing and its date; it does not interpret the departure or predict anything about the stock. Nothing here is investment advice.