Why 8-K is the catalyst form that matters
An 8-K is a current report filed when 'a material event' has occurred. The SEC defines material events across roughly 30 discrete items, of which five drive nearly all of the tradeable pre-market setups: 1.01 (entry into a material agreement), 2.02 (results of operations), 5.02 (departure or appointment of officers), 7.01 (Reg FD disclosure), and 8.01 (other events). If you can read those five items reflexively, you've covered ~80% of catalyst-driven gap behavior on US equities.
The reason 8-Ks dominate is the filing window. They are due within four business days, but most material disclosures hit within hours — frequently after-hours, which is why pre-market is the highest-signal session of the day. The traders who own this window are the ones reading the 8-K item before the broker headline catches up.
Generic news feeds (Reuters, Bloomberg headlines) often summarize the 8-K but lose the item taxonomy. Item 5.02 reads very differently from 1.01, which reads very differently from 8.01. The item is the signal. Discarding it is throwing away the only structured data on the form.
Item 1.01 — Entry into a material agreement
1.01 is M&A, supply contracts, licensing deals, debt facilities. These are the catalysts that produce sustained 5–20% moves over multi-day horizons (vs the one-print fade of an Item 2.02 beat).
How to read: if the counterparty is a strategic acquirer or a Tier-1 customer, treat as bullish. If the agreement is convertible debt or a 'standby equity purchase agreement,' treat as bearish — the dilution priced in.
Recent example: a small-cap biotech filed an 1.01 for a co-promotion deal with a top-10 pharma at 4:30 PM ET. The stock gapped +18% by 8 AM ET and held +12% on the close. /scanner/ flagged it before the open.
Item 2.02 — Results of operations
2.02 is the earnings 8-K — filed alongside the press release. The catalyst trade is rarely 'beat → buy' because consensus is already priced in. The catalyst is the guidance revision buried in the body. Up-revision = sustained move; in-line = fade.
How to read: page directly to the forward guidance. If the next-quarter range is above prior consensus, the move has legs. If it's lowered, the beat is a fade-the-pop setup.
Recent example: a mid-cap industrial filed 2.02 with EPS beat but lowered FY guidance by 8%. Pre-market gap was +6% on the headline; by 11 AM ET the stock was -4% — a 10-point round trip fade-the-pop trade. /scanner/ rated it bearish on the guidance delta within 15 minutes of the filing.
Item 5.02 — Departure of officers
5.02 is CEO/CFO/director changes. Almost always bearish in the first 48 hours, regardless of the rationale in the press release. The exception: forced exit of an underperforming founder followed by a strong outside hire — those run.
How to read: identify which officer (CEO/CFO are higher-impact than directors), whether departure is 'effective immediately' or 'on a transition basis,' and whether a successor was named. Immediate departure with no successor named is the strongest bearish signal in the entire 8-K taxonomy.
Recent example: a $2B small-cap filed 5.02 announcing CFO exit effective immediately, no successor. Pre-market -14%, closed -19% same day. /scanner/ top-3 bearish that morning.
Item 7.01 — Reg FD disclosure
7.01 is voluntary disclosure to keep the market on a level playing field. Often used for investor day previews, conference presentations, and corporate updates. Generally lower-impact than 1.01 or 5.02, but worth scanning for tone.
How to read: the attached exhibit (usually a .htm or .pdf investor deck) is the signal. If the deck shows new guidance or a strategic pivot, the 7.01 is effectively a 1.01 in disguise.
Recent example: a SaaS mid-cap filed a 7.01 attaching a Goldman conference deck with raised FY ARR target. Pre-market +9%, closed +11%. The deck was the signal; the 7.01 wrapper was just the delivery mechanism.
Item 8.01 — Other events
8.01 is the catch-all. Litigation updates, FDA correspondence, FAA findings, regulatory inquiries — anything material that doesn't fit a numbered category. The widest variance of any item: can be massively bullish (FDA approval) or massively bearish (DOJ subpoena). Pre-market read is mandatory.
How to read: skim the body, identify the counterparty (FDA, DOJ, foreign regulator, plaintiff), and triangulate against the company's pipeline or known disputes. Don't trade headlines — trade the underlying disclosure.
Recent example: a small-cap biotech filed 8.01 disclosing a Type B FDA meeting on a Phase 3 endpoint update. Pre-market +34%, closed +28%. /jackpot/ flagged it as a high-conviction convergence pick that morning.
How /scanner/ surfaces all five before 8 AM ET
The pipeline runs at 4 AM ET. SEC EDGAR has the form within minutes of filing; we ingest, parse the item header, score against the past 30 days of similar-item gap behavior on the same ticker class, and rank into /scanner/. By 8 AM ET, the top 10 are on the page with the item, the score, and the live pre-market gap.
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