SEC Form 8-K Filing

The SEC Form 8-K Filing, in the context of cybersecurity, is a mandatory report that publicly traded U.S. companies must file with the Securities and Exchange Commission (SEC) and their investors to disclose material current events. It is often referred to as a "current report".

In 2023, the SEC adopted new rules specifically mandating the disclosure of material cybersecurity incidents on Form 8-K. This means the form serves as a critical, formal vehicle for communicating significant cyber risk events to the market.

Key Aspects in a Cybersecurity Context

1. The Requirement for Materiality

A cybersecurity incident only requires disclosure on Form 8-K if the company determines it is material. Materiality is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision.

• Example: A minor malware infection on a single non-critical workstation would likely not be material. However, an incident that results in a data leak of customer financial information, a significant operational outage due to ransomware, or a breach that exposes the company to substantial financial or legal liability is generally considered material and must be reported.

2. Required Timing and Content

The new rules require a company to file a Form 8-K within four business days of determining that a cybersecurity incident is material. This strict timeframe is designed to prevent delayed disclosure that could harm investors.

The disclosure must include specific, detailed context about the incident, to the extent known at the time of filing:

• Nature and Scope: A description of the incident.

• Timing: When the incident was discovered.

• Impact: The material impact, or reasonably likely material impact, on the company's financial condition and operations.

3. Disclosure of Risk and Oversight

Beyond individual incidents, Form 8-K is related to a company’s overall risk disclosure because it ties into broader SEC requirements. Public companies must also disclose their approach to risk and oversight in their regular filings, often detailing their vulnerability to cyber threats and the board's role in governing that risk.

4. Legal and Financial Implications

By making a public, legal filing, the company is creating an official record that can have significant legal and financial consequences.

• Investor Relations: The filing impacts investor sentiment and the company's stock price.

• Litigation: It can be used in subsequent shareholder lawsuits or regulatory actions if the disclosed information is inaccurate or incomplete.

• Contextual Risk Intelligence: For external third-party risk assessors, the Form 8-K is a definitive source of legal and financial context about a cyber event, which is critical for making an "irrefutable attribution" of risk.

ThreatNG is an external attack surface management, digital risk protection, and security ratings solution that assists organizations with SEC Form 8-K filings by providing the Legal-Grade Attribution required to make a timely and accurate materiality determination regarding a cybersecurity incident. The platform's ability to fuse external technical findings with decisive legal and financial context directly supports the mandated disclosure requirements, resolving the industry’s Crisis of Context.

ThreatNG’s Role in SEC 8-K Filing Support

1. External Discovery

ThreatNG performs purely external unauthenticated discovery to map an organization's attack surface. This function is critical for quickly defining the scope of a potential incident.

• Example of Help: If a potential breach is detected, ThreatNG’s discovery of the full Technology Stack (nearly 4,000 technologies) and all associated Subdomains allows the legal and security teams to quickly determine which public-facing assets, applications, and third-party vendors were involved. This rapid scoping is essential for determining the material impact for the 8-K filing.

2. External Assessment and Security Ratings

ThreatNG provides security ratings derived from the identification of external digital risks. These assessments deliver the definitive context needed to judge materiality.

Detailed Examples of External Assessments:

• Data Leak Susceptibility: This rating is derived from identifying external digital risks, such as exposed cloud buckets, Compromised Credentials, and SEC 8-K Filings.

  • Context Provided for 8-K: If an organization's system flags a credential leak, ThreatNG correlates this with the asset's rating. Suppose the assessment confirms the leak involves credentials for an exposed, open cloud bucket (Cloud Exposure). In that case, the context elevates the risk to a high-certainty data breach, directly supporting the determination that the incident is material and requires immediate disclosure on Form 8-K.

• Breach & Ransomware Susceptibility: This rating is based on findings across Compromised Credentials, Ransomware Events, and Exposed Ports.

  • Context Provided for 8-K: If an internal alert indicates suspicious network activity, ThreatNG’s assessment may reveal that the affected asset has an exposed port and is used by a vendor recently associated with a Ransomware Event (found in its DarCache Ransomware repository). This high-certainty, correlated information provides the necessary context—that the incident is a likely ransomware attack—to inform the "nature and scope" section of the Form 8-K filing.

3. Continuous Monitoring

ThreatNG performs Continuous Monitoring of the external attack surface and digital risk. This ensures that the context for a materiality determination is based on the freshest, most relevant data.

• Example of Help: If a security team is monitoring a vendor after a non-material finding, continuous monitoring ensures that if that vendor’s Cyber Risk Exposure suddenly plummets due to a newly exposed code secret, the organization receives an immediate alert. This helps the organization comply with the SEC's requirement to reassess materiality if new information arises promptly.

4. Investigation Modules

The Investigation Modules allow security teams to dive deep into a finding and correlate it with legal and financial information, providing Irrefutable Attribution.

Detailed Examples of Investigation Modules:

• Sentiment and Financials: This module provides context on Publicly Disclosed Organizational Related Lawsuits, Layoff Chatter, SEC Form 8-Ks, and ESG Violations.

  • Context for 8-K Disclosure: An analyst uses this module to research a vendor experiencing a security issue. They discover that the vendor has recently filed multiple related SEC Form 8-Ks. This correlation provides the legal and financial context needed to determine if the current technical issue with that vendor is material to the organization's financial condition, helping to craft the 8-K narrative.

• Sensitive Code Exposure: This module discovers public code repositories and uncovers exposed Access Credentials and Security Credentials.

  • Context for 8-K Disclosure: If this module discovers a hardcoded AWS Secret Access Key in a public repository, the finding is escalated to Legal-Grade Attribution immediately. The technical finding is so definitive that the security team has the absolute certainty required to inform their legal team that a material exposure exists, accelerating the decision to file the Form 8-K within the four-business-day window.

5. Intelligence Repositories

The continuously updated Intelligence Repositories (DarCache) provide the decisive, multi-source data fusion that underpins the certainty of attribution.

• Example of Help: When a security event occurs, the system can instantly cross-reference findings with DarCache 8-K, a repository of SEC Form 8-K filings. By correlating the current technical findings with past, related disclosures, the organization gains the historical context necessary to accurately assess the current incident's material impact on operations and financial condition, which are core requirements of the Form 8-K filing.

ThreatNG and Complementary Solutions

ThreatNG's high-certainty evidence provides decisive context that complements existing internal compliance and legal technologies.

• Internal Governance, Risk, and Compliance (GRC) Solutions:

  • Cooperation: ThreatNG provides continuous, outside-in evaluation that maps directly to relevant GRC frameworks.

  • Example: A GRC solution may be used to manage internal controls and compliance documentation. ThreatNG’s External GRC Assessment capability proactively identifies external security gaps and maps them to compliance frameworks such as PCI DSS and HIPAA. Suppose ThreatNG detects an exposed cloud bucket (a severe technical flaw) and maps it to a HIPAA violation. In that case, this external, irrefutable evidence provides the GRC system with the definitive context necessary to immediately categorize the finding as an audit failure that poses a material regulatory risk, requiring mention or context in a Form 8-K if an incident is tied to it.