SEC Filings and Disclosure
21 articles · 16 glossary terms
Every form a public company has to file, what it is required to say, and how to find the paragraph that matters without reading 200 pages.
Foundations
Start here if the subject is new.EDGAR: The Filing Database
Every filing a US registrant submits is public, free, and searchable within moments of being accepted. It is the single most underused resource in equity research.
The 10-K: The Annual Report
The most complete document a public company produces. Audited, comprehensive, and structured identically across every registrant, which is what makes it navigable.
The 10-Q: The Quarterly Report
A lighter, unaudited version of the annual report, filed for the first three quarters. Its value lies in the comparison to the same quarter last year.
What a Catalyst Is
A catalyst is an event that changes what the market knows about a stock, such as earnings, an 8-K, an offering or an economic release. Price reacts to the distance between the news and what was expected.
Intermediate
Assumes the foundations above.The 8-K: Current Reports
The form a company files when something material happens between periodic reports. It is the fastest-moving filing type and the one most worth watching in real time.
The Proxy Statement (DEF 14A)
The document covering the shareholder vote. It is also where executive pay, board composition and related-party transactions are disclosed in detail.
The S-1 and the IPO
The registration statement filed before a company sells shares publicly for the first time. It is the most detailed document a company ever produces about itself.
Form 13F: Institutional Holdings
A quarterly disclosure of US-listed equity positions by large managers. Genuinely informative, and surrounded by more misconceptions than any other filing.
Insider Transactions: Forms 3, 4 and 5
Officers, directors and large holders must report their own trades within two business days. The transaction codes are what separate a real signal from routine administration.
How to Read a Filing Fast
A 10-K runs to two hundred pages and most of it is boilerplate. A repeatable order of attack extracts the substance in twenty minutes.
Form 20-F and Form 40-F
The annual reports filed by foreign private issuers. Less frequent than a 10-K, on a different accounting basis, and with a different disclosure regime behind them.
Advanced
Detail, edge cases and methodology.Shelf Registrations and At-the-Market Programs
A shelf pre-clears securities so they can be sold on short notice. An at-the-market offering is the quiet mechanism that sells them without an announcement.
Schedule 13D and Schedule 13G
Both are filed after crossing five percent of a class. Which one is filed is the entire message: one signals intent to influence, the other signals passivity.
Prospectus Supplements (424B)
The filing that sets the final terms of an actual sale under an existing registration. When a stock gaps down overnight on an offering, this is usually the document.
Form 144
Notice of an intended sale of restricted or control securities, filed before the sale rather than after. It is one of the few genuinely forward-looking filings.
Tender Offers and Merger Filings
When one company moves to acquire another, a specific set of filings follows on a defined schedule. The gap between the offer price and the market price is the market's estimate of whether it closes.
SEC Comment Letters
Correspondence in which SEC staff question a company's disclosure. Published once resolved, and almost nobody reads them.
Form 11-K
The annual report of an employee benefit plan that holds the company's own stock. Obscure, audited, and occasionally the only place a number appears.
Going Private
When a company or its insiders take it private, an additional filing is required, and it demands disclosure that an ordinary merger does not.
Reg A+ and Form D
Two routes to raising capital without a full registration. One is a limited public offering; the other is a private placement with a short notice filing.
XBRL and Structured Filing Data
Filings are tagged so that individual figures can be extracted by machine. It makes comparison across thousands of companies possible, with a specific set of caveats.
Terms Defined in This Subject
Open one for its definition, and the article that explains it in full.
Frequently Asked Questions
What is the difference between a 10-K and a 10-Q?
A 10-K is a company's annual report, with audited financial statements, a full description of the business and its risk factors. A 10-Q is the quarterly report for the other three quarters, with unaudited statements and a shorter update. Both are filed with the SEC and free to read on EDGAR.
Read the full article: The 10-K: The Annual ReportWhat is an 8-K?
An 8-K is a current report a public company files with the SEC to disclose a material event between its regular reports, such as earnings, a leadership change, a merger agreement or a financing. Most must be filed within four business days of the event, which makes the 8-K the fastest official record of news.
Read the full article: The 8-K: Current ReportsWhere can insider buying and selling be seen?
On Form 4. Officers, directors and holders of more than ten percent of a company's stock must report most trades in its shares on Form 4, generally within two business days. The filings are public on EDGAR and show who traded, how many shares, at what price and whether the trade was planned in advance.
Read the full article: Insider Transactions: Forms 3, 4 and 5