8-K Item 4.02: Non-Reliance and Financial Restatements

Item 4.02 is the 8-K item companies file when they, or their outside accountant, conclude that previously issued financial statements should no longer be relied on. It is one of the clearest early warning signs in the entire EDGAR system: an Item 4.02 filing almost always means a restatement is coming, before the restated numbers themselves are public.

The two triggers

Item 4.02 has two sub-items that cover who reached the non-reliance conclusion:

• Item 4.02(a): The registrant's own board of directors, a board committee, or an authorized officer concludes that previously issued financial statements, or a related audit report or interim review, should no longer be relied upon because of an error in those statements.
• Item 4.02(b): The registrant is advised by, or receives notice from, its independent accountant that disclosure should be made, or that the accountant has reached a non-reliance conclusion, to prevent future reliance on a previously issued audit report or interim review.

In practice, most Item 4.02 filings arise from (a): the company's own audit committee or management identifies an accounting error during a close process, an internal review, or an SEC comment letter exchange, and concludes the prior financial statements need to be restated.

What counts as an error

The error has to be the kind that financial reporting standards treat as a material misstatement, not a routine reclassification or a correction that would not have mattered to a reader of the original filing. Common causes behind Item 4.02 filings include misapplied revenue recognition, misclassified balance sheet items, errors in the accounting for a complex financial instrument, and consolidation mistakes involving subsidiaries or variable interest entities.

One error, one filing

A question that comes up often: if the audit committee concludes there is an error, and the outside auditor separately agrees, does the company file two Item 4.02 8-Ks? SEC staff guidance says no. If the company has already filed under Item 4.02(a) for a given error, a second filing under 4.02(b) is not required solely because the auditor reaches the same conclusion about the same matter. A second filing is expected only if the auditor's conclusion covers a different error or a different set of financial statements than the one already disclosed.

What the filing has to say

An Item 4.02 8-K identifies which financial statements are affected, including the specific fiscal years and interim periods, describes the facts underlying the conclusion that they should not be relied upon, and states whether the conclusion involved consultation with the company's independent accountant. It does not need to include the restated numbers themselves. Those typically follow in an amended periodic report, such as a Form 10-K/A or 10-Q/A, filed afterward.

What Item 4.02 does not cover

The filing deadline

Item 4.02, like most 8-K items, follows the general four business day deadline, running from the date the conclusion described in (a) or (b) is reached, not from the date the underlying error occurred or was first suspected. A company can spend considerable time investigating a potential issue before the clock starts, as long as it has not yet reached the conclusion that disclosure describes.

Why this item matters for research

Item 4.02 filings are relatively rare compared to items like 5.02 or 8.01, which makes them a useful signal on their own. Screening for the item across all companies, rather than searching filing text for the word "restatement," catches disclosures that use more careful or technical language, and avoids false positives from unrelated uses of the word.

Working with Item 4.02 filings in code

SecFeed has a dedicated feed for Item 4.02 filings, with the disclosed text included:

curl "https://secfeedapi.com/v1/form-8k/restatements?startDate=2026-01-01&endDate=2026-09-30" \
  -H "Authorization: Bearer YOUR_API_KEY"

Each result includes the company, the filing date, and the disclosed text:

{
  "cik": "1045810",
  "companyName": "EXAMPLE SEMICONDUCTOR INC",
  "formType": "8-K",
  "item": "4.02",
  "filedAt": "2026-03-04",
  "text": "On March 1, 2026, the Audit Committee of the Company concluded that..."
}

To find every Item 4.02 filing in a given quarter across all companies in Python:

from secfeed import Client

sf = Client("YOUR_API_KEY")
filings = sf.filings('formType:"8-K" AND items:"4.02" AND filedAt:[2026-04-01 TO 2026-06-30]')
for f in filings:
    print(f["companyName"], f["filedAt"], f["cik"])

See our full 8-K item list for how Item 4.02 fits with the rest of the form, and the API docs for the other item-specific feeds.

Frequently asked questions

Does Item 4.02 mean fraud occurred?

No. Item 4.02 is triggered by a material error in previously issued financial statements. Many such errors come from misapplied accounting standards or oversight rather than intentional misstatement, and the filing itself does not characterize the cause.

Where do I find the actual restated numbers?

The Item 4.02 8-K announces the conclusion and generally does not include the restated figures. Those typically appear in a subsequent amended periodic report, such as a 10-K/A or 10-Q/A.

Can a company avoid filing Item 4.02 by calling it a reclassification instead?

The item applies based on the substance of the conclusion, specifically whether the prior statements should no longer be relied upon, not the label a company chooses. An error that meets that standard triggers the item regardless of the term used to describe it.

Do both the company and its auditor need to file separately?

No. If the company has already filed under Item 4.02(a) for a particular error, a second filing under 4.02(b) is not required just because the auditor reaches the same conclusion about the same matter.

How quickly must a company file after deciding statements should not be relied on?

Within four business days of the date the conclusion described in Item 4.02(a) or 4.02(b) is reached, following the same general deadline that applies to most other 8-K items.