Form 8-K Item 4.01 Structured Data API
The Form 8-K Item 4.01 Structured Data API provides access to a database of changes in accountants and auditors, extracted from material event disclosures filed under Item 4.01 of Form 8-K: "Changes in Registrant's Certifying Accountant." Item 4.01 in Form 8-K filings discloses details regarding changes in a company's independent auditor, a significant event with potential implications for investor confidence and financial reporting. The database encompasses all 8-K filings that disclose Item 4.01, spanning from the present back to 2004, when Item 4.01 was first introduced, with over 25,000 change-of-accountant notices to date.
The data is extracted from the text section disclosed under Item 4.01 and is provided in a structured JSON format with key/value properties, enabling easy analysis and evaluation of the disclosure. The extracted information include:
- Key components of the disclosure, including details about the termination of the former accountant, the engagement of the new accountant, and any reported disagreements or material weaknesses
- Identification of the former and newly appointed accounting firms
- Dates marking the engagement and termination of the respective accountants
- Reasons for the change, including explicit disclosures of dismissal, resignation, dissolution, and declination to stand for reappointment
- Details of disagreements with the former accountant over accounting principles or auditing scope
- Details about qualification of audit reports, such as whether the audit report was unqualified, qualified, or adverse
- Statements about material weaknesses in internal controls over financial reporting
- Any mention of "going concern" issues or other reportable events
- Specifics regarding board or audit committee approvals
- Additional contextual data, such as attachments or exhibits referenced in the filings
Dataset size:
Over 25,000 change-of-accountant disclosures under Item 4.01 from Form 8-K filings, spanning from 2004 to the present.
Data update frequency:
Structured data is extracted, indexed and made available in less than 500 milliseconds after the filing is published on the SEC EDGAR database.
Survivorship bias free:
Yes. The database includes all Item 4.01 disclosures from Form 8-K filings, including those from companies that are no longer active or exist.
API Endpoint
Search and retrieve structured details about accountant and auditor changes from Form 8-K filings by sending POST HTTP requests with search parameters as JSON-formatted payload to the following API endpoint:
https://api.sec-api.io/form-8k
Supported HTTP methods: POST
Request and response content type: JSON
Authentication
To authenticate your API requests, use the API key available in your user profile. You can utilize your API key in one of two ways. Choose the method that best fits your implementation:
- Authorization Header: Include your API key as an
Authorizationheader in yourPOSTrequests. For instance, before sending aPOSTrequest tohttps://api.sec-api.io/form-8k, ensure the header is set as follows:Authorization: YOUR_API_KEY. - Query Parameter: Alternatively, append your API key directly to the URL as a query parameter. For example, when making
POSTrequests, use the URLhttps://api.sec-api.io/form-8k?token=YOUR_API_KEYinstead of the base endpoint.
Request Parameters
You can retrieve structured data extracted from Item 4.01 in Form 8-K filings by sending a search query to the API. All fields of the extracted data are searchable. For a complete list of searchable fields, refer to the Response Structure section below. Send a search query as a JSON-formatted payload to the API using the structure explained below.
Request parameters:
query(string) - Your search criteria in the formatfield:valuedefining the fields to search in and the values to search for in those fields. The query is written in Lucene syntax and supports boolean operators (AND, OR, NOT), range queries across date and number fields using square brackets ([,]), wildcards (*) and search expression grouping with normal brackets ((,)). More information on Lucene is available here. Query examples are available below.from(integer) - Specifies the starting position of your results, allowing for pagination. For instance, setfromto 50 to skip the first 50 results. Default: 0. Maximum: 10,000, which is also the cap for the maximum number of results returned perquery. To retrieve all results in your search universe, incrementfromby the value of thesizeparameter (e.g., 50) until no more results are returned or the 10,000 limit is reached. For example, use 0, 50, 100, and so on. If yourquerylocates more than 10,000 results, consider narrowing your search by refining your filter criteria, such as using a date range filter to iterate over months or years. One approach would be to search for items with afiledAtdate range filter, e.g.,filedAt:[2023-01-01 TO 2023-01-31](all filings from January 2023), then paginate through the results by incrementingfrom, and once completed, repeat the process for the next month, and so on.size(integer) - The number of results to be returned per request. Default: 50. Maximum: 50.sort(array) - An array of objects that specify how the returned results are sorted. The default sorting order is descending by thefiledAtdate, most recent filings first. The sorting order can be changed to ascending by settingordertoasc. The default sorting order can be overridden by specifying a different sorting field.
Request Examples
Find all change-of-accountant notices under Item 4.01 in Form 8-K filings disclosed in 2022, with the result sorted by the filing date, starting with the most recent filings. Increment the from parameter by 50 on each subsequent request to paginate through the results.
JSON
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{
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"query": "item4_01:* AND filedAt:[2022-01-01 TO 2022-12-31]",
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"from": "0", // increase by 50 on each request to paginate results
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"size": "50",
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"sort": [{ "filedAt": { "order": "desc" } }]
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}
Retrieve a history of accountant and auditor changes for a specific company using its trading symbol (ticker). In this example, the API returns all change-of-accountant disclosures for the company with the ticker symbol "BLNC".
JSON
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{
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"query": "item4_01:* AND ticker:BLNC",
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"from": "0",
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"size": "50"
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}
Find all change-of-accountant disclosures which state that a going concern statement is included in the audit report, where the date of disclosure is between January 1st and December 31st, 2022, with the result sorted by the filing date, starting with the most recent filings.
JSON
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{
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"query": "item4_01.goingConcern:true AND filedAt:[2022-01-01 TO 2022-12-31]",
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"from": "0",
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"size": "50",
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"sort": [{ "filedAt": { "order": "desc" } }]
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}
Response Structure
Response type: JSON
The API response represents a JSON object with two fields: total (object) and data (array). The total.value field indicates the total number of results matching your search query. The data array holds up to 50 items per request, each item representing the extracted data from a change-of-accountant disclosure with the following structure:
id(string) - System-internal unique identifier of the item.accessionNo(string) - Unique accession number of the Form 8-K filing, e.g.0001607062-24-000205.filedAt(date) - Date and time at which the filing was accepted by SEC EDGAR for processing, e.g.2024-05-15T16:17:15-04:00.periodOfReport(date) - The date of the occurrence of the event. Format:YYYY-MM-DD. For example, a company might dismiss its certifying accountant on May 1, 2024, and disclose the change in a Form 8-K filing on May 2, 2024. In this case, theperiodOfReportwould be2024-05-01.formType(string) - EDGAR form type. Possible values:8-K,8-K/A. For example, a company might file an amended Form 8-K (8-K/A) to provide additional information or clarification regarding a previously disclosed change in its certifying accountant.cik(string) - The Central Index Key (CIK) of the issuer, e.g.1862068. Leading zeros are removed.ticker(string) - The trading symbol of the issuer at the time of filing indexation, e.g.RBTfor Tesla Inc.companyName(string) - The name of the issuer, e.g.Rubicon Technologies, Inc..items(array of strings) - List of items disclosed in the Form 8-K filing, e.g.["Item 4.01: ...", "Item 5.02: ...", "Item 9.01: ..."]. An 8-K filing may contain multiple items, each representing a different event disclosure.item4_01(object) - Information about the change in the registrant's certifying accountant. The object contains the following properties:keyComponents(string) - Key components of the accountant change in one or two sentences, e.g."GlobalSCAPE, Inc. dismissed BDO USA, LLP as its independent auditor on August 1, 2017...".newAccountantDate(string) - Date the new accountant was engaged, formatYYYY-MM-DD, e.g."2023-08-03".engagedNewAccountant(boolean) - Whether the registrant engaged the new accountant, e.g.false.formerAccountantDate(string) - Date the former accountant's engagement ended, formatYYYY-MM-DD, e.g."2023-06-30".engagementEndReason(string) - Reason for the former accountant's disengagement. Possible values:resignation,dismissal,dissolution,declination to stand for reappointment. E.g."dismissal".reasonDetails(string) - Details explaining the engagement's end, e.g."Unable to rotate partners as required by the Sarbanes-Oxley Act of 2002.".formerAccountantName(string) - Name of the former accounting firm, e.g."Mayer Hoffman McCann P.C.".newAccountantName(string) - Name of the newly engaged accounting firm, e.g."RBSM LLP".consultedNewAccountant(boolean) - Whether the registrant consulted the new accountant, e.g.false.reportedDisagreements(boolean) - Whether disagreements with the former accountant were mentioned, e.g.false.disagreementsList(array of strings) - List of specific disagreements, e.g.["Use of non-independent counsel to lead investigation."].resolvedDisagreements(boolean) - Whether disagreements were resolved, e.g.trueor no disagreements reported.reportableEventsExist(boolean) - Whether reportable events exist, e.g.false.reportableEventsList(array of strings) - List of reportable events, e.g.["The accountant advised of the need to expand significantly the scope of its audit."].attachments(array of strings) - Attachments or exhibits referenced in the text, e.g.["Exhibit 16.1"].reportedIcfrWeakness(boolean) - Whether material ICFR weaknesses were disclosed, e.g.true.icfrWeaknessesDetails(string) - Details of ICFR weaknesses, e.g."Inadequate IT general controls impacting financial systems.".remediatedIcfrWeakness(boolean) - Whether ICFR weaknesses were remediated, e.g.true.remediatedIcfrWeaknessDetails(string) - Details about the remediation of ICFR weaknesses, e.g."The company implemented a monthly reconciliation process...".goingConcern(boolean) - Whether the former accountant expressed a going concern, e.g.true.goingConcernDetail(string) - Details regarding the going concern, e.g."The former accountant expressed substantial doubt about the company's ability to continue as a going concern...".opinionType(string) - Type of opinion in the accountant's report (unqualified,qualified,adverse), e.g."unqualified".auditDisclaimer(boolean) - Whether the audit report included a disclaimer, e.g.false.disclaimerDetails(string) - Details about the disclaimer in the audit report, e.g."The audit report included a disclaimer of opinion due to insufficient evidence...".authorizedInquiry(boolean) - Whether the registrant authorized inquiries between accountants, e.g.true.approvedChange(boolean) - Whether the change was approved by the board or audit committee, e.g.true.
Response Example
JSON
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{
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"total": {
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"value": 192,
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"relation": "eq"
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},
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"data": [
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{
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"id": "92822ef5a957fc84101700659e72cd02",
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"accessionNo": "0000950135-08-006951",
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"filedAt": "2008-11-05T17:00:08-05:00",
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"periodOfReport": "2008-10-30",
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"formType": "8-K",
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"cik": "1145404",
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"ticker": "CRTX",
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"companyName": "CORNERSTONE THERAPEUTICS INC",
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"items": [
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"Item 1.01: Entry into a Material Definitive Agreement",
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"Item 2.01: Completion of Acquisition or Disposition of Assets",
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"Item 2.03: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant",
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"Item 2.05: Cost Associated with Exit or Disposal Activities",
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"Item 3.03: Material Modifications to Rights of Security Holders",
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"Item 4.01: Changes in Registrant's Certifying Accountant",
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"Item 5.01: Changes in Control of Registrant",
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"Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers",
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"Item 5.03: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year"
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],
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"item4_01": {
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"keyComponents": "Cornerstone's Audit Committee approved the retention of Grant Thornton as its independent registered public accounting firm following the merger and the dismissal of Deloitte as its independent auditor. There were no disagreements with Deloitte, and Deloitte's reports did not contain any adverse opinion or disclaimer, except for a going concern explanatory paragraph.",
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"newAccountantDate": "2008-10-31",
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"engagedNewAccountant": true,
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"formerAccountantDate": "2008-10-31",
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"engagementEndReason": "dismissal",
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"reasonDetails": "The merger was treated as a reverse acquisition, and Grant Thornton was retained as the independent auditor.",
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"formerAccountantName": "Deloitte & Touche LLP",
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"newAccountantName": "Grant Thornton LLP",
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"consultedNewAccountant": false,
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"reportedDisagreements": false,
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"reportableEventsExist": true,
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"reportableEventsList": [
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"Material weakness in internal control over financial reporting related to non-routine transactions."
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],
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"attachments": [
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"Exhibit 16.1",
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"Exhibit 16.2"
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],
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"reportedIcfrWeakness": true,
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"icfrWeaknessesDetails": "This material weakness related to the operation of controls over accounting for non-routine transactions, specifically the accrual of milestone obligations.",
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"remediatedIcfrWeakness": true,
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"remediatedIcfrWeaknessDetails": "Critical Therapeutics' management determined that this material weakness had been remediated as of December 31, 2007.",
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"goingConcern": true,
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"goingConcernDetail": "Deloitte's report contained an explanatory paragraph relating to Critical Therapeutics' ability to continue as a going concern.",
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"opinionType": "unqualified",
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"auditDisclaimer": false,
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"authorizedInquiry": true,
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"approvedChange": true
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}
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}
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]
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}