Changing auditors in 2026: the Item 4.01 record, counted

The CFO Tribune record holds 361 Form 8-K filings under Item 4.01 filed in 2026 through November 6, from 326 companies that changed auditors. In 223 of the 331 original reports the old firm was dismissed and a new one engaged in the same filing, 43 report that the auditor resigned, and 3 that it declined to stand for re-appointment.

Those are the filings as the companies wrote them. Item 4.01 is the one place a public company has to say, within days and in prescribed terms, that the firm signing its audit opinion has changed. The count below is built from the record's own copies of those reports, each linked to its filing on sec.gov, and every figure can be checked against the list of 2026 auditor changes.

Where the SEC says a change of auditor goes

Form 8-K Item 4.01 is titled "Changes in Registrant's Certifying Accountant." The item does not write its own content rules. It points to Regulation S-K Item 304, at 17 CFR 229.304, and asks for "the information required by Item 304(a)(1)" whenever the principal accountant "resigns (or indicates that it declines to stand for re-appointment after completion of the current audit) or is dismissed." A second paragraph, Item 4.01(b), covers the other side: the engagement of a new principal accountant, with the consultations Item 304(a)(2) asks about.

Two clocks start with the event. General Instruction B.1 of Form 8-K gives the company four business days. Item 304(a)(3) then sets the former auditor's part: the company sends the firm a copy of the disclosure, which must arrive "no later than the day that the disclosures are filed," and asks for a letter to the Commission saying whether the firm agrees. That letter is filed as Exhibit 16. If it is not ready with the 8-K, the company has ten business days after the filing, and once the letter arrives it has two business days to file it by amendment.

The amendments matter for counting. Of the 361 filings in 2026, 30 are Form 8-K/A. In 24 of the 30, the record links an Exhibit 16 letter, the document Item 304(a)(3) lets a company file by amendment. Counting every filing would count those changes twice, so the analysis below works from the 331 original reports unless it says otherwise.

The count, month by month

The year so far divides into a busy first half and a steadier second. January brought 40 filings and February 25. March brought 65, the highest monthly total in the record for 2026, and April 47. From May the monthly totals sit between 22 and 39: 29 in May, 39 in June, 33 in July, 22 in August, 30 in September and 29 in October. The first six days of November added 2.

The March and April totals, 112 filings and 105 original reports between them, fall in the weeks when calendar-year companies file their 10-K and the outgoing auditor signs its last opinion on the year just closed. The record does not code the effective-date wording as a field. Only 9 of the year's 331 original reports, 2 of them in March and April, carry the words "upon completion," "following the filing" or a close variant in the passage the record quotes, so the passage alone cannot show how many changes waited for the annual audit. A reader who wants the pattern can open the March list on the auditor changes page and read each filing's effective-date sentence.

The 361 filings came from 326 companies. Some appear more than once because the original report and its amendment are separate filings. Twenty-one companies filed two or more original reports in 2026, which happens when a company reports the dismissal of one firm and, weeks later, the engagement of its successor.

How the old engagement ended

Item 304(a)(1)(i) asks a company to "state whether the former accountant resigned, declined to stand for re-election or was dismissed and the date thereof." That sentence gives every Item 4.01 report its verb, and the record keeps the verb the filing uses. It does not add a reason, because Item 304 does not ask for one.

Among the 331 original reports:

• 223 say the former auditor was dismissed and a new firm was engaged, both in the same filing.
• 9 report a dismissal with no new firm named yet. Several say the audit committee is still running a selection process.
• 32 report a resignation and a new engagement; 11 report a resignation with no successor named.
• 3 say the former firm declined to stand for re-appointment, 2 of them with a successor named.
• 52 report only the engagement of a new firm. A report of this kind can be the second step of a two-step change, where the dismissal or resignation was reported in an earlier 8-K.
• 1 prints both verbs, dismissed and resigned, about the same relationship. The record keeps both, as printed.

Dismissal is the word for a change the company makes. Resignation and declining to stand are the firm's own step. The filings rarely say why either happened, Item 304 does not ask, and this count does not guess. The 43 resignation reports are the subject of a later article in this series, which reads them one by one.

What every report has to say

Item 304(a)(1) lists five statements. The record checks each report against them, field by field, and keeps the filing's own words in the record's excerpt.

The first is the verb and the date, discussed above. The record has a change date at day precision for 321 of the 331 original reports; for the other 10 the filing gives a month, a hedged date or no date, and the record shows that date as not established instead of guessing a day.

The second is the opinion. Item 304(a)(1)(ii) asks whether the former firm's reports on the past two years "contained an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope, or accounting principles," and asks the company to describe any that did. The record does not yet hold this statement as a field, so this article does not count it. A coming article on audit opinions will.

The third is the approval. Item 304(a)(1)(iii) asks whether the change was "recommended or approved by" the audit committee, or the board if there is none. In 195 of the 331 original reports, the passage the record quotes names the audit committee; in 239, it names the audit committee or the board. The rest still answer the question in the filing, in a sentence the record's excerpt does not carry.

The fourth and fifth are the disagreements and the reportable events, covered in the next section.

Disagreements and reportable events

Item 304(a)(1)(iv) asks whether, during the two most recent fiscal years and any later interim period, there were "any disagreements with the former accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure" that would have caused the firm to refer to them in its report. Item 304(a)(1)(v) asks the same about four kinds of "reportable events." The first on the list is "the accountant's having advised the registrant that the internal controls necessary for the registrant to develop reliable financial statements do not exist."

The record reads the disagreement sentence for every report. Of the 331 original 2026 reports, 263 say there were none. For 68 the record marks the statement as not stated: the report either covers only the engagement of a new firm, where Item 304(a)(1) does not apply, or it words the answer in a way the record's checks do not accept as a plain "none."

No 2026 record reports a disagreement. That is a feature of how the record is built, and it should be read as such. The second reader that publishes disclosure records holds any filing that reports a disagreement for a person to read, and a held record is not in the count until an editor publishes it. Reportable events are not yet a field in the record. Both will be counted when the held filings have been read.

Who decides

At a listed company the audit committee hires and replaces the auditor. Exchange Act Rule 10A-3 says the committee "must be directly responsible for the appointment, compensation, retention and oversight of the work" of the registered public accounting firm, and Item 304 asks the company to say whether the committee recommended or approved the change. The filings show the committee in several roles. In the Crinetics report above, the committee approved the dismissal. In others, the board approves "upon the recommendation of the Audit Committee," or the committee approves the engagement of the successor after a request for proposals. A report that names no committee is not necessarily missing the statement. The rule provides for it: where a company has no audit committee, Item 304(a)(1)(iii)(B) asks about the board.

The 195 reports whose quoted passage names the audit committee are a floor, not a share of all changes the committee approved. The record quotes the passage that carries the event, and the approval sentence is sometimes elsewhere in the filing.

From change date to filing date

General Instruction B.1 gives the company four business days after the event. The record can measure the gap for the 321 original reports with a day-precision change date. It counts weekdays from the change date to the filing date and does not remove federal holidays, so a report filed on time over a holiday week counts as five weekdays.

Of those 321, 277 were filed within four weekdays, and the median report was filed three weekdays after its change date. Another 23 came five to ten weekdays after the date the filing prints, and 21 more than ten weekdays after it.

A long gap is not by itself a late filing. Many reports print the date the audit committee decided and a later date on which the dismissal takes effect, and the event that starts the four days can be the second date. Others report a resignation the firm communicated in a letter dated before the committee met. The record keeps the date the filing gives for the change and leaves the reading of the trigger to the filing itself; each record's excerpt has the sentence.

Method, coverage and the CSV

How the counts were made:

• Coverage. The record's disclosures desk reads Form 8-K filings that report Item 4.01 across all EDGAR filers, and a second reader re-checks each draft against its filing before it publishes. The record holds 417 verified Item 4.01 records at November 11, 2026, of which 361 were filed in 2026. It is the set of filings the record has read and verified, not a census of every Item 4.01 filing; a filing held for a person is not counted until it is published.
• Filings and reports. "Filings" counts every record, 8-K and 8-K/A. "Original reports" counts Form 8-K only, so that an amendment carrying the former auditor's letter does not count a change twice.
• How it ended. Each record's change field lists the verbs the filing prints: dismissed, resigned, declined to stand for re-appointment, engaged. The chart's groups are those lists, with "engaged" read as a new firm named in the same report.
• Days. Weekdays from the record's change date to its filing date, for records whose change date has day precision. Federal holidays are not removed.
• Audit committee. A record counts when the passage the record quotes contains the words "audit committee" (or "board of directors" for the wider figure).
• Recomputing. Every figure is computed by scripts/articles/compute.mjs in the site's code from the verified records, and saved with the chart data. The record's rows are in the disclosures data, as CSV and JSON.

The record does not hold fees, the reason for a change or the firm's own view beyond what its Exhibit 16 letter says. Where a filing does not state something, the record says not established. The companion count of restatements and non-reliance filings uses the same method for Item 4.02.