Form 8-K Reference Guide

The standard deadline is four business days after the triggering event. "Business day" means any day the SEC's EDGAR system is open (Monday through Friday, excluding federal holidays). The four-day clock starts on the day of the event if it occurs before 5:30 PM ET; otherwise it starts the next business day.

Exceptions:

• Item 2.02 (Results of Operations) and Item 7.01 (Reg FD) are furnished, not filed, and have their own timing considerations.
• Item 5.07 (Shareholder Vote Results) — preliminary results within four business days; final results by amendment within four business days of final certification.
• Item 1.05 (Cybersecurity Incidents) — four business days after the registrant determines the incident is material (not from the date of occurrence). A DOJ national security delay of up to 120 days is available.
• Items 2.01/9.01 (Acquisition Financial Statements) — the 8-K is due within four business days, but financial statements may be filed by amendment within 71 calendar days.

This is the single most important procedural distinction in 8-K practice:

• Filed — Subject to liability under Section 18 of the Exchange Act (strict liability for material misstatements). Automatically incorporated by reference into effective Securities Act registration statements. Most 8-K items are filed.
• Furnished — Not subject to Section 18 liability. Not automatically incorporated by reference (though a company may elect to do so). Still subject to antifraud liability under Rule 10b-5 (requiring scienter). Items 2.02, 7.01, and the financial statements portion of 9.01 when accompanying a furnished item are furnished.

Limited safe harbor (Exchange Act Rule 13a-11(c)): A failure to timely file a Form 8-K does not result in loss of eligibility to use Form S-3, Form SF-3, or Rule 144 for certain specified items. The safe harbor covers Items 1.01, 1.02, 1.04, 2.03, 2.04, 2.05, 2.06, 4.02(a), and 6.01-6.05. For these items, untimely filing does not result in Section 10(b)/Rule 10b-5 liability solely by reason of the late filing.

Items NOT covered by the safe harbor (late filing CAN affect S-3 eligibility): Items 1.03, 2.01, 3.01, 3.02, 3.03, 4.01, 5.01-5.08, 8.01, 9.01. For these items, a failure to timely file is treated like any other Exchange Act reporting failure.

Item 1.05 (Cybersecurity) is covered by the safe harbor — untimely filing will not affect S-3 eligibility or trigger 10b-5 liability solely due to late filing.

A single event may trigger multiple 8-K items. For example, entering into a merger agreement may require disclosure under Item 1.01 (material agreement), Item 2.01 (if consummated), Item 3.02 (if stock consideration involves unregistered securities), and Item 5.02 (if officers/directors depart). Report under all applicable items; the filing deadline runs from the earliest-triggered item.

Exhibits: Material agreements reported under Item 1.01 must be filed as exhibits (typically Exhibit 10.1 et seq.) unless they qualify for confidential treatment. Financial statements under Item 2.01 are filed as Exhibit 99.1 (or deferred by amendment). Press releases furnished under Item 2.02 are filed as Exhibit 99.1.

Triggering Event

The registrant enters into a material definitive agreement not made in the ordinary course of business, or any material amendment thereto, or succeeds as a party to such an agreement by assignment or assumption. A "material definitive agreement" is one that provides for obligations that are material to and enforceable against the registrant, or rights material to the registrant that are enforceable by the registrant against one or more parties.

Required Disclosure

• Date of the agreement
• Parties to the agreement and their material relationships to the registrant
• Brief description of material terms and conditions
• Brief description of any material relationship between the registrant and any party (other than in respect of the agreement)

Practice Tips

• Ordinary course: The SEC has stated that an agreement is in the "ordinary course" only if it is the type of agreement the registrant would ordinarily enter into and does not involve a material amount. Employment agreements with named executive officers are generally NOT ordinary course.
• Definitive vs. preliminary: Letters of intent, term sheets, and agreements in principle generally do not trigger Item 1.01 unless they create binding obligations. However, consider Reg FD and 10b-5 obligations independently.
• Credit agreements: Entering into, or materially amending, a credit facility typically triggers this item. Draw-downs under an existing facility generally do not (but may trigger Item 2.03).
• Exhibit requirement: The agreement must be filed as an exhibit. Consider confidential treatment requests for commercially sensitive terms (Exchange Act Rule 24b-2).

Triggering Event

A material definitive agreement (not in the ordinary course) is terminated other than by expiration on its stated termination date or completion of all obligations. The termination must be material to the registrant.

Required Disclosure

• Date of termination, identity of parties, and circumstances of termination
• Any material early termination penalties incurred

Practice Tips

• Expiration of a credit facility on its scheduled maturity is not a termination requiring disclosure. Non-renewal where the registrant expected renewal may be.
• If a merger agreement is terminated, file under Item 1.02 and issue a press release. If the merger was previously reported under Item 1.01, the termination 8-K should cross-reference.
• Termination of a joint venture or distribution agreement can trigger this item if the arrangement was material.

Triggering Event

A court or governmental authority appoints a receiver, fiscal agent, or similar officer in a proceeding under the Bankruptcy Code or any other applicable law, OR an order confirming a plan of reorganization, arrangement, or liquidation is entered by a court or governmental authority.

Required Disclosure

• Name of proceeding, identity of court/authority, date of appointment or order
• Identity of the receiver/fiscal agent and date of appointment
• For a plan confirmation: date of the order and a summary of the plan's material features

Practice Tips

• The filing of a voluntary petition alone does not trigger this item, but the appointment of a trustee or examiner does.
• This item does NOT have safe harbor protection. Late filing can affect Form S-3 eligibility.

Triggering Event

Receipt of certain orders or notices from the Mine Safety and Health Administration (MSHA): imminent danger orders, written notices of a pattern of violations, or written notices of a potential to have a pattern of violations.

Required Disclosure

The nature of the order/notice and the mine to which it relates.

Practice Tips

• Primarily relevant to mining companies and companies with mining subsidiaries.
• The Dodd-Frank Act added this requirement in 2010. Section 1503 also requires annual reporting of mine safety information.

Triggering Event

The registrant determines that it has experienced a cybersecurity incident that is material. The four-business-day clock starts from the date of the materiality determination, not from the date the incident occurred or was discovered. The registrant must make the materiality determination "without unreasonable delay" after discovery.

Required Disclosure

• The material aspects of the nature, scope, and timing of the incident
• The material impact or reasonably likely material impact on the registrant, including its financial condition and results of operations

What Is NOT Required

• Specific technical information about the company's response, systems, or networks that would impede incident response or remediation
• The incident need not be fully investigated or remediated before filing

National Security Delay

The U.S. Attorney General may determine that disclosure poses a substantial risk to national security or public safety. If so, the filing may be delayed up to 30 days (extendable to 120 days total, or longer in extraordinary circumstances with SEC exemptive relief). The company must contact the FBI to request the AG determination.

Key SEC Staff Guidance (2024)

• May 2024 Statement: Item 1.05 is reserved for incidents the registrant has determined to be material. Immaterial incidents should not be reported under Item 1.05. Companies may voluntarily disclose immaterial incidents under Item 8.01.
• June 2024 CDIs: Five new Compliance and Disclosure Interpretations clarifying:
  • A ransomware payment or apparent cessation of the incident does not eliminate the obligation to file if a materiality determination has been made
  • Materiality should be assessed under the same standards as other securities law materiality questions (probability x magnitude)
  • Updates to a previously filed Item 1.05 should be made by amendment when material new information becomes available
  • The company should not delay its materiality assessment to avoid triggering the filing obligation

Practice Tips

• Establish a materiality assessment framework in advance. The SEC expects a defined process for determining materiality after a cyber incident. Do not wait until an incident occurs to define who makes the determination, what factors they consider, and how the determination is documented.
• Coordinate with counsel, CISO, and disclosure committee. The 8-K clock starts when the registrant determines materiality. Build internal protocols so that the IT/security team, legal, and the disclosure committee communicate promptly.
• Do not delay the materiality determination itself. While the 8-K deadline runs from the materiality determination date, the SEC has signaled it will scrutinize companies that unreasonably delay making the assessment.
• Track aggregate impact. Multiple related immaterial incidents that are part of a common scheme may be material in the aggregate. Consider whether a series of incidents warrants a materiality reassessment.
• Consider Reg FD implications. If material cyber incident information is selectively disclosed before the 8-K, Reg FD may independently require disclosure.
• Coordinate with insurance carriers. Cyber insurance policies may impose notice requirements triggered by the same events. Align timelines.

Triggering Event

The registrant or a majority-owned subsidiary completes an acquisition or disposition of a significant amount of assets (other than in the ordinary course). Significance is generally measured by comparing the acquired/disposed assets to the registrant's total assets, revenues, or income using the Regulation S-X Rule 1-02(w) significance tests (typically 10% or more).

Required Disclosure

• Date of completion, identity of parties, brief description of assets
• Nature and amount of consideration (cash, securities, other)
• Source of funds if material
• Identity of the person(s) from whom the assets were acquired or to whom they were sold
• Any material relationship between the registrant and such person(s)

Financial Statement Requirements (Item 9.01)

• For significant acquisitions: audited annual financial statements of the acquired business and unaudited interim financials (if applicable), plus pro forma financial information
• These may be filed by amendment within 71 calendar days of the initial 8-K filing

Practice Tips

• Signing vs. closing: Item 1.01 is triggered at signing (entry into the definitive agreement). Item 2.01 is triggered at closing (completion of the acquisition). Both require separate 8-K filings.
• "Significant" threshold: Run the significance tests early in the deal process. If the target is significant, begin preparing the financial statements and pro formas before closing.
• Dispositions of businesses can also trigger this item. Consider whether a divestiture meets the significance thresholds.

Triggering Event

The registrant or any person acting on its behalf makes a public announcement or release disclosing material non-public information regarding results of operations or financial condition for a completed fiscal quarter or year.

Required Disclosure

• The date of the announcement, the text of the press release, and the financial information disclosed
• The press release is typically filed as Exhibit 99.1

Practice Tips

• This item is FURNISHED, not filed. The press release is not subject to Section 18 liability and is not automatically incorporated by reference into Securities Act registration statements.
• Non-GAAP measures: If the earnings release includes non-GAAP financial measures, ensure compliance with Regulation G (reconciliation to GAAP, presentation, prominence requirements). SEC staff comment letters frequently target non-GAAP issues in earnings releases.
• This item only applies to completed periods. Forward-looking guidance is not covered by Item 2.02 (though consider Reg FD).
• Pre-announcement of results (e.g., an earnings warning before the formal release) triggers this item.

Triggering Event

The registrant becomes directly or contingently liable for a material direct financial obligation, or a material obligation under an off-balance sheet arrangement. Direct financial obligations include long-term debt, capital leases, operating leases, and short-term borrowings (when not in the ordinary course).

Required Disclosure

• Date the obligation was incurred, amount, and material terms
• Nature of any off-balance sheet arrangement

Practice Tips

• A draw-down under an existing credit facility may trigger this item even if entering into the facility was already reported under Item 1.01.
• Guarantee obligations for subsidiaries or joint ventures should be analyzed under this item.

Triggering Event

A triggering event (event of default, acceleration, or similar event) causes a material increase or acceleration of a direct financial obligation or an obligation under an off-balance sheet arrangement.

Required Disclosure

• Date of the event, brief description, amount of the obligation, and the nature of the acceleration or increase

Practice Tips

• Covenant defaults under credit agreements should be carefully analyzed. A technical default that is promptly waived may still be reportable if the obligation was temporarily accelerated.
• Cross-default provisions can cause a single default to cascade across multiple agreements.

Triggering Event

The board, a board committee, or authorized officers commit the company to an exit or disposal plan, dispose of a long-lived asset, or terminate employees under a plan where material charges will be incurred under GAAP.

Required Disclosure

• Date of commitment, description of the plan, and estimated range of charges (by category: one-time termination benefits, contract termination costs, other)
• Estimated completion date

Practice Tips

• Coordinate with the accounting team. The "commitment" trigger under this item parallels the GAAP recognition triggers under ASC 420.
• Restructuring charges are closely watched by analysts. Consider the timing of the 8-K relative to the earnings release.

Triggering Event

The board, a board committee, or authorized officers conclude that a material charge for impairment to one or more assets (including impairments of securities, goodwill, or other intangibles) is required under GAAP.

Required Disclosure

• Date of the conclusion, description of the impaired asset(s), facts and circumstances leading to the conclusion, and estimated amount of the impairment charge

Practice Tips

• This item has a specific exception: it is NOT triggered if the conclusion is made in connection with preparing financial statements for a period that are included in a timely-filed 10-Q or 10-K. In that case, the impairment is disclosed in the periodic filing rather than a separate 8-K.
• If the impairment is discovered between periodic filings, an 8-K is required.

Triggering Event

Four alternative triggers: (a) receipt of notice from the national securities exchange of noncompliance with a continued listing rule or of delisting; (b) the registrant notifies the exchange of material noncompliance; (c) the registrant receives a public reprimand letter from the exchange; or (d) the board takes action to delist the company's securities or transfer the listing.

Required Disclosure

• Date of notice/action, rule or standard at issue, and any actions the registrant intends to take in response

Practice Tips

• Both NYSE and Nasdaq have their own notification procedures that run in parallel with the 8-K obligation.
• The most common triggers are failure to maintain minimum share price ($1.00 for Nasdaq, $1.00 for NYSE) or minimum market capitalization. Cure periods vary by exchange.

Triggering Event

The registrant sells equity securities in a transaction not registered under the Securities Act, where the aggregate amount sold since the last reported sale exceeds 1% of the outstanding class (5% for smaller reporting companies).

Required Disclosure

• Date of sale, title and amount of securities, consideration received, exemption relied upon, and identity of persons or class of persons to whom the securities were sold

Practice Tips

• This item applies to private placements (Rule 506), Section 4(a)(2) exemptions, and Regulation S transactions.
• Stock option exercises by officers and directors should be analyzed. If the underlying shares are unregistered, the aggregate threshold applies.
• If stock is used as M&A consideration in a private transaction, the issuance may trigger this item.

Triggering Event

The constituent instruments defining the rights of holders of any class of registered securities are materially modified, OR the rights of registered security holders are materially limited or qualified by the issuance or modification of another class of securities.

Required Disclosure

• Date of modification, title of the class affected, and brief description of the modification

Practice Tips

• Charter amendments that change dividend rights, liquidation preferences, voting rights, or conversion terms trigger this item.
• Adoption of a shareholder rights plan ("poison pill") may trigger this item because it affects the rights of existing holders.

Triggering Event

The principal accountant who was engaged to audit the registrant's financial statements, or any relied-upon accountant for a significant subsidiary, resigns, declines to stand for re-appointment, or is dismissed; OR a new principal accountant is engaged.

Required Disclosure

• Whether the former accountant resigned, was dismissed, or declined reappointment
• Whether any audit report during the prior two years contained an adverse opinion, disclaimer, or qualification
• Whether any disagreements existed with the former accountant on accounting principles, financial statement disclosure, or auditing scope/procedures
• Whether the audit committee participated in the decision

Practice Tips

• The former accountant must receive a copy of the 8-K and furnish a letter (filed as Exhibit 16.1) stating whether it agrees with the registrant's disclosure. This letter must be filed within two business days of the 8-K.
• If the new accountant was consulted on any accounting or auditing issues during the prior two years while the former accountant was engaged, those consultations must be disclosed.
• Auditor changes are among the most scrutinized 8-K filings. Draft carefully and coordinate with both the outgoing and incoming firms.

Triggering Event

Two alternative triggers: (a) the board or an authorized officer concludes that previously issued financial statements should no longer be relied upon because of an error (requiring a restatement), OR (b) the registrant is advised by its independent accountant that action should be taken to prevent future reliance on a previously issued audit report or completed interim review.

Required Disclosure

• Date of the conclusion/notification, periods affected, and description of the facts giving rise to non-reliance
• Whether the audit committee has discussed the matter with the independent accountant

Practice Tips

• This is among the most market-moving 8-K items. Coordinate closely with the audit committee, independent accountant, and outside counsel.
• Consider whether a trading halt is warranted while the 8-K is being prepared.
• Item 4.02(a) (company-initiated non-reliance) has safe harbor protection. Item 4.02(b) (accountant-initiated) does not.

Triggering Event

A change in control of the registrant occurs, or the registrant knows of any arrangement that may result in a change in control.

Required Disclosure

• Identity of the person(s) acquiring control, date of the change, basis of control, amount of consideration, source of funds, and identity of persons from whom control was assumed
• Any arrangements known to the registrant the operation of which may result in a change in control

Triggering Events (Multiple)

• (a) Director resignation/removal due to disagreement: A director resigns, refuses to stand for re-election, or is removed due to a disagreement with the registrant on any matter relating to operations, policies, or practices. The departing director may furnish a letter to the SEC.
• (b) Director/officer departure: A director departs for any reason; a PEO, PFO, PAO, or named executive officer retires, resigns, or is terminated.
• (c) Officer appointment: A new PEO, PFO, PAO, or other officer specified in Rule 3b-7 is appointed.
• (d) Director election (between meetings): A director is appointed or elected outside of a shareholder meeting.
• (e) Compensatory arrangements: Entry into or material amendment of a compensatory plan, contract, or arrangement with PEO, PFO, or named executive officers, or a material grant or award thereunder.
• (f) Deferred salary/bonus: Salary or bonus amounts that were not determinable at the time of the previous annual filing become determinable.

Practice Tips

• This is one of the most frequently triggered 8-K items. Establish standing procedures so HR/compensation and the corporate secretary coordinate on timely filing.
• For officer appointments: disclose the new officer's age, position, business experience for the prior five years, family relationships with directors or officers, and related-party transactions.
• Rule 10b5-1 plan disclosure (2022 amendments): Adoption, modification, or termination of a Rule 10b5-1 trading plan by a director or officer must now be disclosed quarterly in the 10-Q/10-K (not on the 8-K), along with details of the plan terms. However, if a new officer or director is appointed and has an existing 10b5-1 plan, that may need to be referenced in the Item 5.02 disclosure.

Triggering Event

An amendment to the certificate of incorporation or bylaws that was not previously disclosed in a proxy or information statement, OR a determination to change the fiscal year (other than by shareholder vote or charter/bylaw amendment, which would be disclosed under this item).

Required Disclosure

• Date of the amendment, description of the provision amended and the change, and the text of the amendment (filed as an exhibit)

Practice Tips

• Board-adopted bylaw amendments (which do not require shareholder approval in most states) trigger this item at adoption.
• If charter amendments were fully described in the proxy statement and approved at the annual meeting, an 8-K under Item 5.03 is technically not required (the event was previously disclosed), but it is common practice to file one anyway for the record.
• Adoption of a forum selection bylaw, amendment to advance notice provisions, or adoption/repeal of a poison pill through bylaw amendment all trigger this item.

Triggering Event

The registrant receives notice under ERISA of a "blackout period" applicable to an individual account plan (e.g., 401(k)), or the registrant transmits a timely notice to affected directors and officers under Regulation BTR.

Required Disclosure

The reasons for the blackout, the plan affected, the period during which trading will be suspended, and a description of the securities affected.

Practice Tips

• Blackout periods during 401(k) plan conversions or recordkeeper changes are the most common trigger.
• Directors and officers must refrain from trading during the blackout period (SOX Section 306(a)). The Reg BTR notice to insiders must be sent at least 14 days before the blackout begins.

Triggering Events

• Code of Ethics: Amendment to, or waiver (including implicit waiver) from, the registrant's code of ethics applicable to the PEO, PFO, or principal accounting officer, relating to the elements listed in Item 406(b) of Regulation S-K (honest conduct, full/fair/timely disclosure, legal compliance, internal reporting, accountability).
• Clawback Recovery (NEW 2023): Listed companies must check a box on the 8-K cover page indicating whether the filing relates to the recovery of erroneously awarded compensation pursuant to the company's clawback policy adopted under Exchange Act Rule 10D-1 and the applicable listing standard.

Required Disclosure

• For code amendments/waivers: the nature of the amendment or waiver, the person(s) to whom it applies, and the date
• For clawback: the cover page checkbox; detailed disclosure of compensation recovery is required in the annual proxy statement, not the 8-K itself

Practice Tips

• Code of ethics waivers for senior officers are extremely rare and market-sensitive. Any waiver request should be escalated to the full board (not just the audit committee).
• The clawback checkbox requirement took effect in fiscal years beginning after December 1, 2023. Both NYSE and Nasdaq adopted listing standards requiring clawback policies.
• The 8-K cover page checkbox is an administrative requirement. The substantive clawback disclosure (amount recovered, person(s) affected, etc.) goes in the proxy.

Triggering Event

A shell company (as defined in Rule 12b-2) completes a transaction that causes it to cease being a shell company. This typically involves a reverse merger or similar de-SPAC transaction.

Required Disclosure

The same information required in a registration statement on the form the issuer would be eligible to use, including full audited financial statements.

Practice Tips

• This is sometimes called a "super 8-K" because the disclosure requirements are equivalent to a full registration statement.
• After the final SPAC rules adopted in 2024, de-SPAC transactions have additional disclosure requirements and the "super 8-K" serves as the primary disclosure document for the combined company.

Triggering Event

Any matter is submitted to a vote of security holders, whether through solicitation of proxies or otherwise.

Required Disclosure

• Brief description of each matter voted upon
• Number of votes cast for, against, and abstaining, plus broker non-votes
• For say-on-frequency votes: the company's subsequent decision on the frequency of future say-on-pay votes (due within 150 days of the annual meeting or by the 10-Q covering the period of the meeting, whichever is earlier)

Practice Tips

• Preliminary results may be reported on the initial 8-K; final results must be reported by amendment within four business days of final certification by the inspector of elections.
• If a director received less than majority support, check the company's majority voting policy and director resignation procedures. The 8-K should be coordinated with any required board action.
• Say-on-pay results below 70% warrant attention to shareholder engagement. Results below 50% will trigger scrutiny from ISS and Glass Lewis the following year.

Triggering Event

The registrant is required to include shareholder director nominees in its proxy materials pursuant to applicable state or foreign law, the registrant's governing documents, or the listing standards of its national securities exchange.

Required Disclosure

The deadline for submission of director nominations on Schedule 14N.

Practice Tips

• This item relates to proxy access provisions. It is triggered when the company has adopted (or is required to have) a proxy access bylaw allowing shareholders to include their nominees in the company's proxy materials.
• SEC Rule 14a-19 (universal proxy) requires companies to include ALL bona fide nominees on the proxy card in contested elections, but this is a different requirement than proxy access.

Triggering Event

The registrant discloses material nonpublic information to persons enumerated in Regulation FD (securities analysts, institutional investors, etc.) and elects to satisfy its Reg FD obligation by filing or furnishing a Form 8-K rather than by issuing a press release.

Required Disclosure

The information disclosed, including any presentation materials, investor communications, or other documents containing the MNPI.

Practice Tips

• This item is FURNISHED, not filed. The information is not subject to Section 18 liability.
• Many companies use Item 7.01 to furnish investor presentations, conference slides, and supplemental financial data.
• The timing requirement for Reg FD is "promptly" for intentional disclosures (simultaneously or before the selective disclosure) and "within 24 hours or before the next trading session" for non-intentional disclosures.
• Filed vs. furnished choice: If a company wants its Reg FD disclosure to be filed (and thus incorporated by reference into registration statements), it should report under Item 8.01 instead of Item 7.01.

Triggering Event

Voluntary. The registrant elects to disclose any event, information, or disclosure that it deems important to security holders. This is a catch-all provision.

Required Disclosure

Whatever the registrant deems appropriate.

Practice Tips

• This item is filed, not furnished. Information disclosed under Item 8.01 is subject to Section 18 liability and is incorporated by reference into Securities Act registration statements.
• Common uses: press releases on material events not otherwise triggering a specific 8-K item, significant litigation developments, material regulatory actions, management commentary, and voluntary cyber incident disclosures (for incidents that do not meet the materiality threshold for Item 1.05).
• Some companies use Item 8.01 for Reg FD disclosures when they want the information to be "filed" rather than merely "furnished" under Item 7.01.
• Because Item 8.01 is voluntary, there is no deadline. However, once you decide to file, do so promptly to manage Reg FD and antifraud risk.

Purpose

This is the mechanical item used to file financial statements, pro forma financial information, and exhibits required or permitted by other 8-K items.

Key Components

• (a) Financial statements of businesses acquired: Required for significant acquisitions under Item 2.01. May be filed by amendment within 71 calendar days.
• (b) Pro forma financial information: Required when financial statements are filed under (a). Shows the combined financial position and results as if the acquisition had occurred earlier.
• (c) Shell company transactions: The full financial statement package required under Item 5.06.
• (d) Exhibits: All exhibits listed in the Item 601 exhibit table that are being filed or furnished with the 8-K, including agreements, press releases, officer certifications, and accountant letters.

Practice Tips

• When filing an 8-K/A to add financial statements, the original 8-K items and disclosures should be repeated or incorporated by reference.
• Exhibit 104 (cover page interactive data file) is now required for all 8-K filings (inline XBRL for the cover page).