Restatements in 2026: what Item 4.02 non-reliance filings show, counted

The CFO Tribune record holds 52 Form 8-K filings under Item 4.02 filed in 2026 through November 9, in which 49 companies said previously issued financial statements should no longer be relied upon. The audit committee reached that conclusion in 30 of the 52, and 40 filings say the matter was discussed with the company's independent accountant.

Item 4.02 is the filing behind most of what is loosely called a restatement. It does not restate anything. It tells investors to stop relying on numbers already published, names the periods, and says who decided. The restated figures come later, in an amended 10-K or 10-Q or in the next annual report. This article counts the first step, from the record's own copies of the filings, each linked to sec.gov on the 2026 non-reliance list.

What Item 4.02 asks, and what sets it off

Form 8-K Item 4.02 has two triggers. Paragraph (a) is the company's own conclusion. It applies when the board, a board committee or the officers authorized to act decide that statements already issued should no longer be relied upon "because of an error in such financial statements as addressed in FASB ASC Topic 250, Accounting Changes and Error Corrections." Paragraph (b) is the auditor's: the company "is advised by, or receives notice from, its independent accountant" that action should be taken to prevent future reliance on an audit report or completed interim review.

Under paragraph (a) the filing gives three things: the date of the conclusion and the statements and periods affected; "a brief description of the facts underlying the conclusion to the extent known"; and a statement of whether the audit committee, the board or the authorized officers discussed the matters with the independent accountant. Paragraph (b) asks for the same facts about the auditor's notice. Paragraph (c) then adds a letter: the company gives the auditor a copy of the disclosure by the day it is filed, asks for a letter to the Commission saying whether the auditor agrees, and files that letter by amendment "no later than two business days after the registrant's receipt of the letter."

General Instruction B.1 sets the main deadline: four business days after the event.

The count: non-reliance filings by month

The monthly totals are small and even. January had 3 filings, February 6, March 7, April 5, May 6, June 5, July 4, August 6, September 2 and October 5. The first nine days of November added 3.

There is no spring peak like the one in auditor changes, where March carried 65 of the year's 361 Item 4.01 filings. No month in 2026 had more than 7 non-reliance filings or fewer than 2. The record does not code how each error came to light, so this article does not say which occasions produced them; the facts each company gave are in its filing.

The 52 filings came from 49 companies. Three companies filed twice in 2026, each time about different statements: Hub Group, Inc. in February (two quarters of 2025) and in May (annual statements filed in earlier 10-Ks), Driven Brands Holdings Inc. in February and November, and EON Resources Inc. in February and October. One of the 52 is an amendment, an 8-K/A, which the record keeps as a record of its own.

The record holds 56 Item 4.02 filings in all at November 11, 2026, counting four filed in late 2025.

Who concluded

Item 4.02(a) names three possible deciders, and paragraph (b) a fourth: the auditor's notice. The record reads the sentence that says who reached the conclusion and keeps it as one of four values. Where a filing says "the Company" or "management, in consultation with" without saying who decided, the record marks it not established.

The audit committee concluded in 30 of the 52 filings. The board did in 3, management in 3, and in 1 the filing reports a notice from the auditor under paragraph (b). For the other 15 the filing's wording does not settle who decided.

The audit committee's place follows from its job. Exchange Act Rule 10A-3 makes the committee of a listed company "directly responsible for the appointment, compensation, retention and oversight of the work" of its registered public accounting firm, "including resolution of disagreements between management and the auditor regarding financial reporting." Item 4.02 itself reflects that: paragraph (a)(3) asks first whether the audit committee discussed the matter, and turns to the board only "in the absence of an audit committee."

What periods were affected

Each record keeps the periods as the filing prints them, in a list: "the three and six months ended June 30, 2025," "the fiscal years ended December 31, 2023 and December 31, 2024." The record does not convert those into a count of quarters, because filings describe the same span in different ways, and a list of three phrases can cover one year or five. The chart below groups the filings by one test the wording supports: whether the periods include a fiscal year.

In 23 of the 52 filings the periods are interim only: one or more quarters, usually in the current or the last fiscal year. In 7 they are a fiscal year only, and in 10 a fiscal year together with interim periods. That makes 17 filings in which reliance on audited annual statements was withdrawn, against 23 that touched only unaudited quarters. For 12 the kind of period is not established. In 10 of them the record holds no period list: the filing describes the affected statements in a way the record's checks do not accept as a list of periods, or names them only by reference to a defined term. The other two list periods that do not say whether they are years or quarters: a span of fiscal periods, and a year named only by its defined term.

The length of the lists says something too. Twenty-six filings name a single period, 11 name two and 5 name three or more. The longest reach back several years. One filing, for example, names "the fiscal periods between January 1, 2022, and September 30, 2025."

Whether the matter was discussed with the auditor

Item 4.02(a)(3) asks for "a statement of whether the audit committee, or the board of directors in the absence of an audit committee, or authorized officer or officers, discussed with the registrant's independent accountant the matters disclosed." Forty of the 52 filings in 2026 say yes. The other 12 do not say, in words the record accepts, whether the discussion happened.

A filing that does not state the discussion is not necessarily a filing in which no discussion took place. The record keeps "not stated" for that reason. It is the filing's own silence, and the record does not fill it.

What the filing does not say

Item 4.02 asks for a brief description of the facts "to the extent known to the registrant at the time of filing." That phrase does real work: a company can file while it is still measuring the error, and the rule asks for no amount. The descriptions the record quotes are short. One filing in March gives the reason as "errors in those financial statements, specifically inappropriate revenue recognition and the inconsistent application of fair value measurement of certain acquired land." That is about as much detail as a non-reliance 8-K tends to carry, and the record keeps the words as printed.

The record also leaves some things out by design. It names companies and the periods they named; it does not name the people who signed or were involved. Its second reader holds any Item 4.02 filing whose item text uses words of wrongdoing, such as "investigation," or that names a person in the passage the record would quote, for an editor to read. A held filing is not in these counts until it is published. So the 52 filings here are the ones that passed the second reader, and they say nothing about cause beyond the filing's own description.

No count here measures how large the errors were or whether a later amended report changed the reported results. Those are questions for the restated filings themselves, which a later article in this series will follow from the 8-K to the amended 10-K or 10-Q.

Non-reliance and the auditor change

Ten of the 49 companies with an Item 4.02 filing in 2026 also filed an Item 4.01 report on the record in 2026. In 4 of the 10 the auditor change came first: the company reported a new firm, and its non-reliance filing followed. In the other 6 the non-reliance filing came first, or on the same day.

The record does not connect the two filings, and neither should a reader without reading both. The rules link them at one point only: Item 304(a)(2) asks a company that engages a new auditor whether it consulted that firm beforehand on "the application of accounting principles to a specified transaction," among other matters, and a non-reliance filing may say what the new firm's work found. The filings say what connects them, when they say anything. Both lists are a click apart on the record: auditor changes and non-reliance filings, and a company's page shows its own filings of both kinds together.

What a reader can do with the count

Fifty-two filings in a little over ten months is small enough to read in full, and that is the use the record is built for. Each record links to its 8-K, quotes the passage that carries the conclusion, lists the periods as printed and says who concluded. A reader comparing a company's filing with its peers can sort the 2026 list by month, open the four filings that came more than ten weekdays after their conclusion, or read the 23 that withdrew reliance on quarters only and see what the companies said about the next 10-Q. The counts in this article are the index to that reading, not a substitute for it.

From conclusion to filing

The four business day clock in General Instruction B.1 runs from the conclusion. The record measures the gap in weekdays from the conclusion date the filing prints to the day the 8-K was filed, for the 50 filings with a conclusion date at day precision.

Forty-two of the 52 filings were filed within four weekdays of the conclusion they report. Four took five to ten weekdays and four more than ten. Two carry no conclusion date the record can measure from.

As with auditor changes, a long gap needs reading before it means anything. A filing can report a conclusion reached months earlier because the company itself is late with its periodic reports, and it can describe an auditor's notice dated before the board met to conclude. The record keeps the date the filing gives and the filing date, and the reader can open each filing from the record to read the sentence.

Method, coverage and the CSV

How the counts were made:

• Coverage. The disclosures desk reads Form 8-K filings that report Item 4.02 across all EDGAR filers, and a second reader re-checks each draft against its filing before it publishes. This count covers the 52 verified records filed from January 1 to November 9, 2026. It describes the filings the record has read and verified, not every Item 4.02 filing made, and a filing held for a person is not counted until it publishes.
• Who concluded. The record's concluded_by field: audit committee, board, management or auditor notice, as the filing states it. Anything else is not established.
• Periods. The record's periods list, as printed. A filing counts as reaching a fiscal year when a listed period mentions a year ended, a fiscal year, an annual report or audited statements; as interim when it mentions a quarter (or Q1 to Q4), months, weeks or interim periods.
• Discussed with the auditor. The record's discussed_with_auditor field: yes, no or not stated.
• Days. Weekdays from the conclusion date to the filing date, for conclusion dates with day precision. Federal holidays are not removed.
• Small numbers. With 52 filings, the article gives counts, not percentages.
• 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 rows are in the disclosures data as CSV and JSON.

The companion article counts auditor changes under Item 4.01 with the same method.