The 8 most important SEC filings
July 23, 2018 9:07 AM
Joshua Roberts/Bloomberg
Forms galore
When starting out in Securities and Exchange Commission reporting, it may feel a bit like alphabet soup. One of the first things that you’ll need to do is learn to speak the lingo. And that means learning about the major filing types and what they are.
If you want to come across as though you know what you’re doing, then you need to memorize each of the eight forms below the basic purposes of each one. Once you know the primary SEC filings, you can confidently make your way through learning SEC reporting.
If you want to come across as though you know what you’re doing, then you need to memorize each of the eight forms below the basic purposes of each one. Once you know the primary SEC filings, you can confidently make your way through learning SEC reporting.
The 10-Q
The 10-Q, tenderly referred to as “the Q”, is the filing that you complete for the first, second and third quarters. This filing must be reviewed, but not audited, by an independent auditing firm.
The 10-Q contains traditional financial statements and footnotes, but it also contains management discussion and analysis. The MD&A describes the income statement and statement of cash flows fluctuations.
The 10-Q contains traditional financial statements and footnotes, but it also contains management discussion and analysis. The MD&A describes the income statement and statement of cash flows fluctuations.
The 10-K
The 10-K, also known as “the K”, is filed at the end of the fourth quarter. The 10-K contains the financial statements and MD&A for that particular year end, but it also contains some expanded disclosures in the various other parts of the document.
The 8-K
The 8-K is used to report material events to the shareholders. Companies that do earnings releases will file an 8-K that contains the earnings release and the corresponding earnings press release as an attached exhibit.
Another very common 8-K is for any salary or stock option adjustments that the company grants to “Section 16 Officers” of the company. (See No. 4 for more on Section 16 Officers.)
Another very common 8-K is for any salary or stock option adjustments that the company grants to “Section 16 Officers” of the company. (See No. 4 for more on Section 16 Officers.)
Forms 3, 4 and 5
Forms 3, 4 and 5 are used to report any transactions that an officer or director has in the stock of the public company that they work for. These filings are only required for the individuals that the SEC defines as Section 16 Officers. These are all of the board of directors but also include the key company executives such as the CEO, CFO and all other executives that are a key member of the management team. Most companies will have five to 10 company executives who are considered Section 16 officers.
The Form 3 is used for the very first stock transactions that the Section 16 individual has in the company’s stock.
The Form 4 is used for subsequent company stock transactions.
The Form 5 is used for any transactions that the Section 16 officer failed to report earlier on a form 3 or form 4.
The Form 3 is used for the very first stock transactions that the Section 16 individual has in the company’s stock.
The Form 4 is used for subsequent company stock transactions.
The Form 5 is used for any transactions that the Section 16 officer failed to report earlier on a form 3 or form 4.
The Proxy Statement
If you are looking for the proxy statement out on the SEC Edgar website or on the company’s own website, you will not see a filing explicitly titled “Proxy Statement.” Instead, the proxy statement is generally filed in two forms: DEFA14A and DEF 14A.
The proxy statement is a form used to prepare the shareholders for a vote at the company’s annual meeting.
The primary sections of the proxy statement contain information about the following:
--The structure and pay of the board of directors;
--The items that will be voted on at the annual meeting; and,
--The compensation for the executives
The proxy statement is a form used to prepare the shareholders for a vote at the company’s annual meeting.
The primary sections of the proxy statement contain information about the following:
--The structure and pay of the board of directors;
--The items that will be voted on at the annual meeting; and,
--The compensation for the executives
The S-3
The S-3 is used as a “shelf registration statement .” This registers a certain amount of equity or debt securities that can be sold at a later date to the public.
The S-1
The S-1 is used in an initial public offering. This statement is similar to the S-3, except that it is only used for the first time that the company wants to sell registered shares or debt as a publicly traded company registered with the SEC.
The S-8
The S-8 is used to register securities for an employee stock option plan.
Most publicly traded companies will offer stock options or restricted stock units to its employees and board of directors. In order for the recipients of these options or units to be able to sell the underlying shares upon exercise, the shares must be registered.
Most publicly traded companies will offer stock options or restricted stock units to its employees and board of directors. In order for the recipients of these options or units to be able to sell the underlying shares upon exercise, the shares must be registered.
