The Securities and Exchange Commission (SEC) receives over 600,000 filings annually1 via its EDGAR (Electronic Data Gathering, Analysis, and Retrieval) system. As your company works toward an IPO, you should be familiar with the common forms that companies file with the SEC as found on the SEC website. This website can help you find the data of other public companies for benchmarking purposes, understand the SEC filing requirements for a public company, or learn how much the CEO of Apple really makes. The purpose of this article is to show you the common types of SEC filings and help you prepare for your own future filings.
Supplemental Items in Company Filings
First, you should be aware of a few supplemental items you will likely see in a company’s list of filings. Each item listed here (and most items discussed in this article) contains a link to an example filing from the SEC website:
- UPLOAD: this is a comment letter2 from the SEC staff to an SEC filer.
- CORRESP: this is a comment letter from an SEC filer to the SEC staff.
- NT: this indicates a non-timely filing or a notification of late filing; it appears next to the title of a form that is filed late (e.g., NT 10-Q).
- /A: this indicates an amendment to an original filing; it appears next to an amended form title (e.g., S-1/A).
Note that neither this list nor the list of filings discussed throughout the paper is all-inclusive. This article instead focuses on the items most commonly filed with the SEC. SEC filings can be broadly grouped into the following categories: registration statements, annual and quarterly reports, proxy statements, insider trading forms, and withdrawals and terminations.
A registration statement provides detailed information about the securities a company is offering to investors. The first section of a registration statement (the prospectus) includes a description of the business, risks of investing, information about management, and audited financial statements. The second section includes additional information that is specifically for the SEC, not investors.
The most basic registration statement is the Form S-1, which is used to register securities with the SEC in an IPO transaction. (For more information about the S-1, please see our article Drafting an S-1.) The SEC contains over a hundred different types of registration statements, most of which begin with “S-”, “SB-”, “N-”, or “F-.” A complete list of forms the SEC receives can be found here.
Annual and Quarterly Reports
Public companies must file periodic reports with the SEC to keep investors informed. The most common reports include an annual Form 10-K (10-K) and a quarterly Form 10-Q (10-Q). Other common annual statements include forms 10KSB (small businesses), 10-KT3, and 20-F (foreign private issuers). A public company’s 10-K contains four parts:
- Part I - contains information about the business, risks to investors, material legal proceedings, and physical assets.
- Part II – provides the most recent five years of summarized financial data, Management’s Discussion and Analysis (MD&A)4, and audited financial statements5 and disclosures.
- Part III – contains information about directors, compensation of top executives (i.e., officers), related-party6 transactions, director independence, and accounting fees.
- Part IV - outlines the 10-K’s exhibits (e.g., the balance sheet, benefit plans) and displays the signatures of the company’s officers and directors.
Part II is typically the longest section, and Part I and Part II together usually make up the majority of the 10-K. In addition to filing a 10-K, large public companies also send an “annual report” to investors. The requirements of this report are less strict than a 10-K, so the report tends to have more flavor in its layout and appearance. The annual report contains much of the same information found in the 10-K; however, the financial data is usually less rigid, and the report often includes an opening letter from the CEO.
A 10-Q contains much less information than a 10-K and is consequently much shorter. The 10-Q contains two main sections:
- Part I - provides information about the financial performance of the company, including unaudited financial statements, notes to the financial statements, information about internal controls, and Management’s Discussion and Analysis.
- Part II - contains other information about the company, such as legal proceedings, risk factors, and unregistered securities.
More information about the 10-Q and general quarterly reporting can be found in our article Quarterly Reporting.
Before annual shareholder meetings, companies provide investors with a proxy statement to help them in voting for or against members of the board of directors. A proxy statement contains detailed information about each member on the board of directors and the executive management team, which includes the work experience, age, compensation, bonuses, and equity awards of each individual. Companies must also disclose related-party transactions and relationships that may cause conflicts of interest.
The most common type of proxy statement on the SEC website is a Form DEF 14A. To understand the name, remember that a proxy statement may be classified as a DEFinitive proxy statement, and Section 14(a) of the Securities Exchange Act of 1934 requires companies to provide investors with proxy statements before voting on directors. Most proxy statements are classified as either definitive (“DEF”) or preliminary (“PRE”) statements.
A Form 8-K (8-K) or Form 6-K (for foreign issuers) is used to disclose material events. A company files 8-Ks more frequently than 10-Ks or 10-Qs. Apple Inc., for example, filed 13 8-Ks in 2017. Many events can trigger the need to file an 8-K (a complete list can be found here). Some of these events include the completion of an acquisition, an unregistered sale of equity securities, a change in auditors, an amendment to the bylaws of the company, or a non-reliance restatement, which indicates that data in the previous and current financial statements is unreliable.
Insider Trading Forms
Officers, directors, and parties that own more than 10 percent of the voting shares of a company are considered insiders. Companies must disclose when an insider receives or gives up securities using Forms 3, 4, and 5. Form 3 is used when a person initially becomes an insider and discloses the number and amount of securities the new insider receives. Subsequent changes in the ownership of an insider’s securities are documented using Form 4. Form 5 is an annual statement of ownership filed by all insiders detailing the purchases and sales of securities that have not already been disclosed using Form 4.
Withdrawals and Terminations
Companies may, at times, either withdraw an offering after securities have been registered or terminate existing securities. Securities may be terminated or delisted because of a merger, a financial restructuring, a bankruptcy, plans to become private, a failure to meet listing requirements, or the discontinuation of operations. A registration withdrawal is labeled “RW,” and a notice of termination of securities typically begins with “15-.”
The SEC receives a vast number of filings from public companies. Understanding the various SEC filings will help you find the information you need from other companies as well as prepare your own company for future public filings.
- SEC: The Laws That Govern the Securities Industry
- SEC: How to Read a 10-K
- SEC: Form 10-Q
- SEC: Annual Report
- SEC: What is a registration statement?
- SEC: Insider Transactions and Forms 3, 4, and 5
- SEC: Forms 3, 4, and 5
- SEC: Help - Form Type Definitions
- gov: How to Read a 10-K
- Joshua Kennon, The Balance: Where Does Your Money Goes When a Stock You Own Is Delisted?
- Zacks: Stock Delisting Process
- SEC: Number of EDGAR Filings by Form Type
- A comment letter is either correspondence between SEC staff and SEC filers or a letter that is filed by an individual or entity in response to an SEC proposal or concept statement.
- A company must file a 10-KT in addition to its annual 10-K when the company’s fiscal year end changes for an annual reporting period, such as when a company goes through a merger or acquisition.
- The MD&A may discuss critical accounting judgements, uncertainties or risks to financial results, and material changes in financial results compared to the prior period.
- Annual statements are audited by an independent auditing firm and cover two years of comparative balance statements and three years of income statements and statements of cash flows.
- A related party refers to a close business relationship between two parties, such as a company where you have a family member who is in a key management role or an entity that your company partially owns.