What do Form 8-K Items 2.02, 5.07, 7.01 and 8.01 report?

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.

What does Item 2.02 report?

Item 2.02 is titled Results of Operations and Financial Condition. According to the form's instructions, it applies when a company, or a person acting on its behalf, makes a public announcement or release that discloses material non-public information about its results of operations or financial condition for a completed quarterly or annual fiscal period. The company has to state the date of the announcement, briefly identify it, and include its text as an exhibit. So an earnings press release appears on EDGAR as an exhibit to an 8-K.

The item is triggered by a completed fiscal period. An update of the earlier release can trigger it again. It does not apply when the same disclosure is made in a Form 10-Q or a Form 10-K, and a company that reports in an annual or interim report to shareholders can say which portion of that report holds the information.

When is an earnings call not an 8-K?

The instructions give a limited exception for oral disclosure. A new 8-K is not required for material information given by phone or webcast if four conditions are met: the presentation complements a related written release that was furnished on Form 8-K before it, and it starts within 48 hours after that release; it is broadly accessible to the public by dial-in, webcast or similar means; the financial and other statistical information in it is available on the company's website; and the presentation was announced by a widely disseminated press release saying when and how to reach it.

What does Item 5.07 report?

Item 5.07 is titled Submission of Matters to a Vote of Security Holders. If any matter was submitted to a vote, through proxies or otherwise, the company gives the date of the meeting and whether it was annual or special. For an election of directors it names each director elected and briefly describes each other matter voted on, with the number of votes cast for, against or withheld, and the number of abstentions and broker non-votes, with a separate tabulation for each nominee.

For the advisory vote on how often shareholders vote on executive pay, the company states the votes cast for one, two and three years. The item also asks for the terms of any settlement that ends a proxy contest, including its cost. A later amendment must state the company's decision in light of the frequency vote, no later than 150 calendar days after the meeting and in any case no later than 60 calendar days before the deadline for shareholder proposals.

What are Items 7.01 and 8.01 for?

Both are optional. Item 7.01, Regulation FD Disclosure, is for information that the company elects to disclose through Form 8-K under Regulation FD, whose general rule requires public disclosure when an issuer discloses material nonpublic information to certain outside persons, such as brokers, investment advisers and institutional investment managers. Item 8.01, Other Events, lets the company disclose any event not otherwise called for by the form that it deems important to security holders; it may also be used for Regulation FD disclosure.

Because the items are voluntary, what appears under them varies widely: investor presentations, announcements of a dividend or a buyback, a press release on a deal, a legal development. The label tells you which item the company chose, not how important the news is.

What does furnished mean?

The instructions draw a distinction. Information in a report furnished under Item 2.02 or Item 7.01 is not deemed filed for purposes of Section 18 of the Exchange Act, and is not otherwise subject to that section's liabilities, unless the company states that it is to be considered filed or incorporates it by reference into another filing. It appears on EDGAR like any other 8-K, so the practical difference is legal rather than visible.

When is the report due?

Unless an item says otherwise, a Form 8-K is due within four business days after the event. OQRO shows the filing time in US Eastern time. Our article on the executive-departure item describes another item with the same deadline, and the filings that OQRO flags are collected on the red flags page.

What this does not tell you

An Item 2.02 filing contains what the company chose to announce, not an audited result; the audited figures are in the annual report. A vote result under Item 5.07 says how holders voted, not whether the outcome was a good one. Items 7.01 and 8.01 are labels the company picks. None of them says anything about what a share price will do.

OQRO describes the filing and its dates; it does not interpret the event or predict anything about a price. Nothing here is investment advice.