Guides · 11 entries
How do you read corporate filings?
11 guides explain how to read and find U.S. corporate filings: what each 8-K item means, how 10-K and 10-Q reports differ and when they are due, and how insiders and large holders report. Every guide links its SEC sources and shows when the facts were last checked.
- No. 01
How do you read an 8-K filing quickly?
Read an 8-K from the outside in: check the item numbers on the cover to learn what kind of event it is, note the event date, read the short narrative under each item, then open the exhibits listed under Item 9.01, where press releases and agreements carry the detail.
Updated · 4 sources
- No. 02
When are 10-Q and 10-K reports due?
A 10-Q is due 40 days after quarter end for large accelerated and accelerated filers and 45 days for others. A 10-K is due 60 days after fiscal year end for large accelerated filers, 75 days for accelerated filers and 90 days for everyone else; weekend or holiday deadlines roll to the next business day.
Updated · 5 sources
- No. 03
What is the difference between a 10-K and a 10-Q?
A 10-K is the annual report, with audited financial statements, a full business description and complete risk factors, due 60 to 90 days after year end. A 10-Q covers one of the first three quarters, has unaudited but auditor-reviewed statements, updates only what changed, and is due 40 or 45 days after quarter end.
Updated · 4 sources
- No. 04
How should you read a 10-K annual report?
Read a 10-K in this order: Item 1 to learn the business, Item 1A for the main risks, Item 7 (MD&A) for management's explanation of results, then the Item 8 financial statements, notes and auditor's report. Finish with Item 9A on internal controls and the list of exhibits.
Updated · 4 sources
- No. 05
What is an Item 2.02 earnings 8-K?
An Item 2.02 8-K is the filing a U.S. public company makes when it publicly announces results for a completed quarter or year. The cover is short; the substance is the press release attached as Exhibit 99.1. It is usually 'furnished', not 'filed', which limits one form of legal liability.
Updated · 4 sources
- No. 06
What is an Item 1.05 cybersecurity 8-K?
Item 1.05 of Form 8-K requires a U.S. public company to disclose a cybersecurity incident within four business days after it determines the incident is material. The filing must describe the material aspects of the incident's nature, scope and timing, and its material or reasonably likely material impact on the company.
Updated · 4 sources
- No. 07
What is a Rule 10b5-1 plan, and how does it show up on Form 4?
A Rule 10b5-1 plan is a written plan, adopted while an insider has no material non-public information, that sets future trades in advance. Since February 2023 directors and officers must wait a cooling-off period of at least 90 days before the first trade, and Form 4 has a checkbox marking trades made under such a plan.
Updated · 4 sources
- No. 08
What does an NT 10-K or NT 10-Q filing mean?
An NT 10-K or NT 10-Q is a Form 12b-25 notice that a company cannot file its annual or quarterly report on time. Filed within one business day of the deadline, it gives a 15-calendar-day extension for a 10-K or 5 days for a 10-Q, and it must explain why the report is late.
Updated · 4 sources
- No. 09
What is a large accelerated filer, and why does it matter?
A large accelerated filer is a U.S. reporting company with a public float of $700 million or more, measured on the last business day of its second fiscal quarter, that has reported for at least 12 months. It must file its 10-K within 60 days of year end and each 10-Q within 40 days.
Updated · 4 sources
- No. 10
How do you search SEC EDGAR for a company's filings?
Start at sec.gov/edgar/search: type a company name, ticker or CIK to open its filing list, then filter by form type and date. For words inside documents, use EDGAR full-text search, which covers filings from 2001 onward. Programmers can use the free JSON APIs on data.sec.gov.
Updated · 4 sources
- No. 11
What are a CIK and an accession number?
A CIK, or Central Index Key, is the permanent number EDGAR assigns to each filer, shown as up to ten digits. An accession number identifies one filing, in the form 0000320193-26-000020: the submitter's CIK, a two-digit year and a sequence number. Together they locate any filing on sec.gov.
Updated · 4 sources
Looking for one specific form? See the form explainers. New guides are announced in the RSS feed. Primary sources start at EDGAR full-text search and the SEC's Using EDGAR guide on Investor.gov.