Form 8-K Item 5.02, explained: what a CFO change filing must say and when

When a US public company's chief financial officer leaves or a new one is appointed, the company reports it to the SEC on a Form 8-K under Item 5.02. Item 5.02 is titled "Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers." It is the single most important filing for anyone who follows who runs finance, and every record on CFO Tribune's moves page is built from one.

This guide walks through what the item requires for a CFO, quoting the SEC's own form. It covers the departure paragraph, the appointment paragraph, the compensation paragraph, the deadline, and what Item 5.02 leaves out.

The officer Item 5.02 is about

Item 5.02 never uses the words "chief financial officer." It names a role: the "principal financial officer." Paragraph (b) covers the registrant's "principal executive officer, president, principal financial officer, principal accounting officer, principal operating officer, or any person performing similar functions, or any named executive officer." Paragraph (c) covers appointments to the same list, without the named executive officer category.

In practice the CFO is usually the principal financial officer, and the filing says so. When a company splits the titles, or gives the principal financial officer designation to someone with a different title, the filing follows the designation, not the business card. The guide on principal financial officer, CFO and chief accounting officer covers the difference.

Paragraph (b): when a CFO leaves

Paragraph (b) is short. If the principal financial officer "retires, resigns or is terminated from that position," the company must "disclose the fact that the event has occurred and the date of the event."

That is the whole requirement. Item 5.02(b) does not ask the company to give a reason, to name a successor, or to describe any severance. Many filings add more: a sentence that the departure is not the result of a disagreement, a named interim officer, or the terms of a separation agreement. Those sentences come from the company's own choices or from other paragraphs of Item 5.02, not from paragraph (b).

The paragraph also says "from that position." A CFO who gives up the CFO title but stays at the company in another role has left the position, and the company reports it. A CFO who keeps the title while losing a separate principal accounting officer designation has not left the CFO seat at all; that is a change in a different position on the list.

Directors are treated differently. Paragraph (a) asks for much more when a director resigns "because of a disagreement with the registrant," including the director's letter as an exhibit. Nothing in Item 5.02 sets up that letter process for an officer.

Paragraph (c): when a CFO is appointed

Paragraph (c) asks for more. If the company "appoints a new principal executive officer, president, principal financial officer, principal accounting officer, principal operating officer, or person performing similar functions," it must disclose, for the newly appointed officer:

• "the name and position of the newly appointed officer and the date of the appointment";
• "the information required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K";
• "a brief description of any material plan, contract or arrangement (whether or not written)" entered into or materially amended in connection with the appointment, and any grant or award under one.

The Regulation S-K items do specific work:

• Item 401(b) asks for the officer's age, positions and offices held with the company, and term of office.
• Item 401(d) asks for any family relationship with a director or executive officer, defined as "any relationship by blood, marriage, or adoption, not more remote than first cousin."
• Item 401(e) asks for "the business experience during the past five years," including "each person's principal occupations and employment during the past five years" and the name of each employer.
• Item 404(a) asks for transactions with related persons above the item's dollar threshold.

Item 401(e) is why an appointment filing usually reads like a short biography, and why it is the best evidence of where a new CFO came from. CFO Tribune reads it to record whether the officer was promoted from inside or hired from outside, and whether a prior CFO seat is in the filing. See internal promotion or outside hire and first-time CFOs.

Paragraph (e): the pay

Paragraph (e) covers any "material compensatory plan, contract or arrangement" in which the principal executive officer, principal financial officer or a named executive officer participates, when it is entered into, adopted, or materially amended. The company must provide "a brief description of the terms and conditions" and "the amounts payable to the officer thereunder."

Instruction 1 to paragraph (e) says the disclosure is required "whether or not the specified event is in connection with events otherwise triggering disclosure." So a CFO offer letter, a retention award or a separation agreement can each produce an Item 5.02 filing of its own. CFO Tribune records a move only when the seat changes hands; a compensation-only filing is not a move.

The deadline

General Instruction B.1 sets the clock: "Unless otherwise specified, a report is to be filed or furnished within four business days after occurrence of the event." If the event falls on "a Saturday, Sunday or holiday on which the Commission is not open for business," the four business days begin on the first business day after it.

Paragraph (c) adds one exception, in its Instruction: "If the registrant intends to make a public announcement of the appointment other than by means of a report on Form 8-K, the registrant may delay filing the Form 8-K containing the disclosures required by this Item 5.02(c) until the day on which the registrant otherwise makes public announcement of the appointment of such officer."

So a company may wait to file an appointment until it issues a press release, but it then files that day. The guide on the four business days goes through the clock in detail, including amendments.

On the record, 183 of the moves with a known filing day and effective day were filed before the change took effect (48%). A filing date and an effective date are different facts, and each record shows both.

What Item 5.02 does not require

Reading these filings well starts with knowing what is optional:

• A reason for a CFO's departure. Paragraph (b) asks for the fact and the date.
• A successor. A company may report a departure with no one named, then report the appointment later in its own filing.
• An exhibit. A press release is often attached as Exhibit 99.1, but Item 5.02 does not require one.
• A report from some subsidiaries. Instruction 1 to Item 5.02 says the requirements "do not apply to a registrant that is a wholly-owned subsidiary" of an issuer with registered securities.

General Instruction B.3 adds that a company "need not make an additional report" when it "previously has reported substantially the same information." Rule 12b-2 defines "previously reported" to include information in a report under section 13 or section 15(d) of the Exchange Act, so a change already reported in such a report need not be reported again on Form 8-K.

Where amendments come in

Instruction 2 to Item 5.02 covers information that is not settled on filing day. Where information called for in Item 5.02(c)(3) "is not determined or is unavailable at the time of the required filing," the company must say so in the filing "and then must file an amendment to its Form 8-K filing under this Item 5.02 containing such information within four business days after the information is determined or becomes available." For a CFO appointment, Item 5.02(c)(3) is the pay paragraph, so an offer whose terms are still being settled is a common reason for a Form 8-K/A.

How CFO Tribune uses it

Every move on the record cites its Item 5.02 filing, quotes the filing's own words for departures and interim appointments, and shows the dates the filing gives at the precision it gives them. The record holds 418 verified moves, the first filed June 1, 2026 and the latest October 23, 2026. The methodology explains how each one is re-checked against its filing before it publishes.