Form 8-K

Full definition

Form 8-K is the SEC's "current report" — a filing public companies must submit within four business days of triggering events that shareholders would consider material. The form covers a defined list of disclosure items, including changes in control, departures of senior officers, regulation FD disclosures, results of operations, and entry into material agreements.

Buyback announcements typically appear under Item 8.01 "Other Events" or Item 7.01 "Regulation FD Disclosure." A representative 8-K announcing a buyback will include:

• The dollar amount authorized (e.g., "up to $50 billion")
• Whether the authorization replaces or supplements a prior program
• Expected execution timeline (open-ended, multi-year, or specific period)
• Approval by the board of directors
• Whether execution will occur via Rule 10b-18 open-market purchases, Accelerated Share Repurchases, or other means

The 8-K is the canonical "headline" filing for buyback announcements — newer authorizations almost always trigger immediate share-price reaction and are the primary source we track for the daily editorial digest.

Key facts

Frequently asked questions

What is Form 8-K?

Form 8-K is the SEC's current report that public companies must file within four business days of material events including buyback authorizations, executive changes, and major contracts.

Where are buyback announcements in an 8-K?

Most buyback authorizations are disclosed under Item 8.01 'Other Events' or Item 7.01 'Regulation FD Disclosure.' The press release announcing the authorization is typically attached as Exhibit 99.1.

How quickly must a company file an 8-K for a buyback?

Within four business days of the board's approval of the authorization.

Is the 8-K the only disclosure for a buyback?

No. The 8-K announces the authorization. Actual repurchase activity is disclosed quarterly in the issuer-purchase table of Form 10-Q (and annually in Form 10-K).