SEC Filings

Common Financial Reports

      S-1 (Registration Statement)

  •          Registers new securities with the SEC
  •          Provides information on the new business, properties, and management
  •          Describes the offering, risk factors, and use of the proceeds of the offering
  •          Includes up to three years of prior annual financial statements
  •          Filed when the company goes public (issues stock in an initial public offering)

      10-K (Annual Report)

  •          Provides description of business
  •          Provides management discuss and analysis (the MD&A)
  •          Provides audited financial statements
  •          Profiles management—the chief executive officer (CEO) and chief officers
  •          Filed 60 days after the end of the corporation’s fiscal year

      10-Q (Quarterly Report)

  •          Provides un-audited financial statements
  •          Comments on material events
  •          Filed 35 days after the close of the first three quarters of the fiscal year

      8K (Significant Events)

  •          Reports material events as they occur
  •          Must announce mergers, bankruptcy, changes in management, etc.
  •          Must adhere to Regulation FD disclosure
  •          Must be filed within four days of the event

      Proxy Statement (DEF14A)

  •          Announces matters to be voted on at the annual shareholders’ meeting
  •          Includes biographies of executives and members of the Board of Directors
  •          Includes executive compensation plans
  •          Includes compensation and audit committee reports
  •          Since July 2007, companies can provide proxy materials on the Internet. 

 

Ownership Reporting

13-F (Institutional Ownership)

Reports equity holdings by institutional investors (mutual funds, banks, corporations, & others)

Filed within 45 days of the end of each quarter of the fiscal year
 
13-D (5% Ownership)

Reports holdings of 5% or more of a corporation’s shares

Can signal a merger or increased shareholder activism

Filed within 10 days of the event

Forms 3, 4, 5 (Beneficial Ownership)

Reports insider ownership by officers and directors

Initial purchase (Form 3), Change in holdings (Form 4) and Annual filings (Form 5)

Called a “Section 16” filing

The Annual Report

The annual report is not a required SEC filing but is used by corporations to communicate directly with their shareholders.

Annual reports feature the CEO's Letter to the Shareholders.  They often include financial highlights, management biographies, product profiles, information on corporate philanthrophy and community programs, and career opportunities.

Annual reports often look like marketing brochures with many graphs, charts and photos.

Check the Investor Relations pages of the company's website for the annual report or use one of these databases:

A Guide to SEC Filings

How to Read Annual Reports