Form explainers ยท 7 forms
What does each SEC form mean?
These 7 explainers cover the SEC forms that make up most of a large company's filing record. Each one says who files the form, what triggers it, the deadline and which part to read first, with links to the SEC's own form instructions.
- 8-K
What is a Form 8-K, and what do its item numbers mean?
A Form 8-K is a public company's current report: it tells investors about a specific material event, such as earnings, a major contract, an executive departure or a cyber incident. Most items must be filed within four business days, and each event is tagged with an item number.
- 10-K
What is a Form 10-K annual report?
A Form 10-K is the annual report a U.S. public company files with the SEC. It contains audited financial statements, a description of the business, risk factors and management's discussion of results, and it is due 60, 75 or 90 days after fiscal year end depending on company size.
- 10-Q
What is a Form 10-Q quarterly report?
A Form 10-Q is the quarterly report U.S. public companies file for each of the first three fiscal quarters. It contains unaudited financial statements reviewed by the auditor, management's discussion of the quarter and updates to risk factors, and is due 40 or 45 days after quarter end.
- S-1
What is a Form S-1 registration statement?
Form S-1 is the registration statement a company files with the SEC under the Securities Act of 1933 to offer securities to the public, most often for an initial public offering. It contains the prospectus, audited financial statements and risk factors, and it is usually amended several times during SEC review.
- 13D / 13G
What are Schedule 13D and Schedule 13G filings?
Schedules 13D and 13G are filed when an investor beneficially owns more than 5% of a company's registered voting stock. Schedule 13D is for investors who may seek to influence or control the company and is due within five business days; Schedule 13G is a shorter form for passive and institutional investors.
- Form 4
What does a Form 4 insider filing tell you?
A Form 4 reports a change in a company insider's ownership of the company's stock. Directors, officers and holders of more than 10% must file it within two business days of most transactions, and each line uses a code that shows whether the shares were bought, sold, granted, exercised or withheld for tax.
- DEF 14A
What is a DEF 14A proxy statement?
A DEF 14A is a company's definitive proxy statement, filed with the SEC before a shareholder meeting. It explains every matter shareholders will vote on, such as electing directors, approving executive pay on an advisory basis and ratifying the auditor, and it contains the main disclosure of executive compensation.
For step-by-step reading methods, see the guides; for what was filed this week, the docket. The SEC's own list of forms and instructions is the authoritative reference.