SEC Filings That Move Stocks: 8-K, 10-Q and What to Look For

Every large gap has a reason, and for US-listed companies the reason usually has to be filed with the Securities and Exchange Commission. Headlines summarise; filings are the source. Knowing which filing arrived, and what it says, is often the fastest way to tell a stock being re-rated from one being diluted.

The 8-K: material events

The 8-K is the "current report" a company must file within four business days of a material event. It is organised by numbered items, and the item tells you what kind of news it is:

• Item 2.02, results of operations. Earnings releases. The most common catalyst for a large gap.
• Item 1.01, material definitive agreement. A significant contract, partnership, licence or merger agreement.
• Item 8.01, other events. A catch-all often used for trial results, regulatory decisions and other news the company chooses to disclose.
• Item 7.01, Regulation FD disclosure. Investor presentations and updated guidance.
• Item 5.02, officer and director changes. A new CEO can re-rate a company; a sudden departure can do the opposite.
• Item 3.02, unregistered sales of equity. The company sold shares outside a registered offering, usually to private investors. This is dilution.

The 10-Q and 10-K: the full picture

The 10-Q (quarterly) and 10-K (annual) are the complete financial reports. The headline numbers usually arrive first in an 8-K under Item 2.02; the 10-Q follows with the detail: margins, cash, debt and risk factors. For a swing trader the 10-Q matters most when it contradicts the press release, such as a going-concern warning or a sharp drop in cash.

Filings that signal dilution

These are the filings to check before buying a gap:

• S-1 and F-1. Registration of new securities, often for an IPO or a follow-on offering.
• S-3 and F-3. A "shelf" registration that lets a company sell shares quickly whenever its price is attractive.
• 424B prospectus supplements. The actual pricing of an offering, often under an existing shelf. A 424B during a rally means shares are being sold now.

A stock gapping 30% on news and then filing a 424B the same day is a common pattern: the company is using the rally to raise cash, and the new supply caps the move.

Ownership filings

• Form 4. Insider buying and selling, filed within two business days. Open-market purchases by several insiders are a stronger signal than routine sales.
• Schedule 13D and 13G. Filed when an investor crosses 5% ownership. A 13D signals an activist; a 13G a passive holder.

A quick filing checklist for a gap

1. Find the filing behind the move. Is it an 8-K with real news, or only a press release with nothing filed?
2. Read the item number. 2.02 and 1.01 are the strongest catalysts; 8.01 needs reading.
3. Check the same week for S-1, S-3 or 424B filings. Dilution in the same week weakens the case.
4. Look at the base. News that re-rates a quiet stock from a flat base is the episodic pivot setup; news on a stock already up 100% is often priced in.

How SwingTradeScanner uses filings

Every row of the Episodic Pivots scan shows the latest SEC filing with its form and item, linked to the original on sec.gov, and flags dilution when an S-1, S-3, F-1, F-3, 424B or an 8-K with Item 3.02 lands within three days of the move. You see why the stock moved, and whether new shares are coming, in the same row as the chart.