Earnings Release Form 8-K: Items 2.02, 7.01 Explained

A public company usually reports quarterly results by issuing a press release and attaching it to a Form 8-K under Item 2.02, Results of Operations and Financial Condition. Many companies pair that with Item 7.01, Regulation FD Disclosure, and state that the information is furnished, not filed, under Section 18 of the Exchange Act. The release itself is attached as Exhibit 99.1.

Updated October 27, 2026. This guide is general information for communications teams, not legal advice. Securities counsel approves the filing.

What is Item 2.02 in a Form 8-K?

Item 2.02 is the part of Form 8-K where a company discloses results of operations and financial condition. In SEC filings the item is short: it states that the company issued a press release announcing results for the period and that a copy is attached as Exhibit 99.1. HighPeak Energy's August 2026 filing for its second quarter ended June 30, 2026 follows this pattern.

What does Item 7.01 add to an earnings 8-K?

Item 7.01, Regulation FD Disclosure, is the item companies use to show that the information is being made public under Regulation FD. In some filings the 7.01 text simply refers back to Item 2.02, as in Federal-Mogul's 2011 filing. In others it carries a separate item, such as the presentation and live webcast that Cincinnati Bell announced in 2008. For the rule behind this item, read our plain guide to Regulation FD.

What does furnished, not filed mean?

Furnished, not filed means the company states that the information in the 8-K, including the exhibit, is not deemed filed for purposes of Section 18 of the Exchange Act. The same filings state that the information is not incorporated by reference into other filings under the Securities Act or the Exchange Act unless a later filing specifically incorporates it. iStar's 2018 filing for its second quarter, which attached both an earnings release and an earnings presentation as exhibits, uses this wording.

What does Item 9.01 do?

Item 9.01, Financial Statements and Exhibits, is where the filing lists its exhibits. An earnings 8-K typically lists the press release as Exhibit 99.1, and iStar's filing also lists an earnings presentation as Exhibit 99.2.

What does a real earnings 8-K look like from start to finish?

A real earnings 8-K is a short document built from the same few parts each quarter. The HighPeak Energy filing opens Item 2.02 by stating that on August 10, 2026 the company issued a press release announcing results for the second quarter ended June 30, 2026, and that a copy is attached as Exhibit 99.1. It then states that the information is furnished under Item 2.02 and is not deemed filed for purposes of Section 18, and that it is not incorporated by reference into other filings unless specifically identified. Item 7.01, Regulation FD Disclosure, follows.

The iStar filing shows a variation. Its Item 2.02 says the company issued an earnings release and made an earnings presentation available on its website, and it attaches both documents as exhibits. For a communications team, the takeaway is that the filing should mirror what was actually released, in the same words and on the same day.

What should a communications team prepare for earnings day?

A communications team should prepare the release, the filing and the call as one package. This checklist covers the common steps, and counsel should confirm it for each company.

• Draft the release and the 8-K together so that the numbers and wording match.

• Confirm the exhibit list, including any presentation that will be shown on the call.

• Put the webcast or call-in details in the release so that access is open to the public, as the Cincinnati Bell filing did for its webcast.

• Write the call script and the question-and-answer prep from the release and filings, and mark any answer that would add new material information.

• Agree who clears any new material fact before the call, and how it will be made public if it comes up.

• Post the release, presentation and replay where investors look for them, on the investor relations page.

For the program around earnings, see how the best companies run theirs in our review of IR PR campaigns, and read the earnings call citation analysis to see how AI tools quote call content. The guide to acquisition and merger communications covers the other news that often moves a stock between earnings dates. Smaller public companies can read the smaller reporting company investor relations guide, and companies heading toward a listing can read the pre-IPO communications plan and the guide to IPO quiet period rules.

Frequently asked questions

Is the earnings press release the same as the 8-K?

No. The press release is the document investors read, and the 8-K is the SEC filing that carries it as an exhibit, usually Exhibit 99.1, under Item 2.02.

Why do companies list both Item 2.02 and Item 7.01?

Item 2.02 reports the results, and Item 7.01 shows the information is being made public under Regulation FD. Some companies use 7.01 only to refer back to 2.02, and others use it for a presentation or webcast.

Does furnished mean the information is not official?

No. Furnished describes how the information is treated for Section 18 and for incorporation by reference. The information is still publicly disclosed on EDGAR.

Who should own the earnings communications package?

Securities counsel and the finance team own the filing, and the investor relations team owns the sequence and the investor-facing materials. Virgo PR's investor relations services page lists the support available, including earnings coordination.