Form 8-K deadline calculator: four business days
Enter the event date. The calculator counts four business days, skipping weekends and federal holidays (2026–2029), and gives the 71-day date for Item 9.01 financial statements of an acquired business.
Calculate
Pick a date to see the deadline.
How the count works
- Form 8-K is generally due within four business days after the event (General Instruction B.1).
- If the event happens on a Saturday, Sunday or federal holiday, the count starts on, and includes, the next business day.
- Item 9.01 financial statements and pro forma information for an acquired business may be filed by amendment no later than 71 calendar days after the date the initial 8-K had to be filed.
- Check EDGAR filing-date cut-offs under Regulation S-T Rule 13 – do not plan to submit late in the day on the deadline.
Items where the clock starts differently
- Item 1.05 (material cybersecurity incidents): four business days after you determine the incident is material, not after it happened.
- Item 5.02(c) (officer appointments): may be delayed until the day you otherwise publicly announce the appointment.
- Item 5.07 (shareholder votes): four business days after the meeting; if results are preliminary, amend within four business days after final results are known.
- Items 7.01 and 8.01: no Form 8-K deadline, but Regulation FD timing applies to Item 7.01 disclosures.
Late filing and Form S-3: the safe-harbor items
Under Form S-3 General Instruction I.A.3(b), a late 8-K for these items alone does not cost you S-3 eligibility:
- 1.01 Entry into a material definitive agreement
- 1.02 Termination of a material definitive agreement
- 1.04 Mine safety – shutdowns and patterns of violations
- 1.05 Material cybersecurity incidents
- 2.03 Creation of a direct financial obligation
- 2.04 Triggering events that accelerate an obligation
- 2.05 Costs associated with exit or disposal activities
- 2.06 Material impairments
- 4.02(a) Non-reliance on previously issued financial statements (company's own conclusion)
- 5.02(e) Compensatory arrangements of officers
Every other item filed late can affect S-3 eligibility for 12 months. The Exchange Act Rule 10b-5 liability safe harbor in General Instruction B.6 covers a narrower set of items. Confirm with counsel.
Sources: Form 8-K General Instructions B.1 and B.3; Form S-3 General Instruction I.A.3(b); Regulation S-T Rule 13.
Run this inside your close
Template 04 logs every potential 8-K trigger with its conclusion, the four-business-day deadline (with an override for different clocks), filed date, timeliness and the S-3 safe-harbor flag.
8-K Trigger Assessment Log → All fourteen templates →