When I started in SEC Reporting, I struggled to find useful learning resources specifically catered towards SEC reporting. From Q’s to K’s and S-3’s to S-8’s, it is very important to speak the language of SEC reporting. To learn SEC reporting you should know, at a minimum, the following five most common SEC filings.
1st – Form 10-Q – Most Popular SEC Filing
The form 10-Q, often called “the Q”, must be filed for Q1, Q2, and Q3. The 10-Q must be reviewed by an auditing firm certified by the PCAOB to perform audits of publicly traded companies.
The form 10-Q contains the typical footnotes and financial statements, but it also contains a section called the management discussion and analysis, also known as MD&A. The MD&A provides an explanation for the fluctuations in the statement of cash flows and the income statement.
2nd – Form 10-K – Very Common SEC Filing
The form 10-K, often times called “the K”, is filed at the end of the company’s fiscal year. This SEC filing contains everything that is in the 10-Q, but the form 10-K also has some extended disclosures throughout the document.
3rd – Form 8-K – Very Common SEC Filing
The form 8-K must be filed when the SEC registrant (fancy name for a publicly traded company) needs to report significant events to the public. SEC registrants that prepare earnings releases for the public, must file them on an 8-K, which also includes a press release attached as an exhibit.
When a company changes the salary or stock options of a “Section 16 Officers”, the SEC registrant will generally file a form 8-K. For an explanation of “Section 16 Officers”, see below.
4th – Forms 3, 4 and 5 – Less Important But Filed Frequently
Form 3, form 4 and form 5 must be filed by the company to report buying and selling of the company’s shares by officers or directors. Only individuals that the company identifies as Section 16 Officers must file these forms. This includes the members of the board of directors and the key company executives including the CEO, CFO and other key member of the executive group. Generally, SEC registrants will have 10-15 executives and directors that they determine to be Section 16 officers.
The Form 3 must be filed for the first stock transactions that a Section 16 officer or director has in the registrant’s stock.
The Form 4 is filed for all subsequent section 16 officer stock transactions in the company’s stock.
The Form 5 must be filed for all stock transactions that the officer or director should have reported earlier on a form 3 or form 4 but failed to.
5th – Proxy Statement – Filed Once A Year But Very Time Consuming
You will not see a filing explicitly titled “Proxy Statement” if you are looking on the SEC’s Edgar website. Alternatively, the proxy statement is typically filed in two forms: DEF 14A and DEFA14A.
The purpose of the proxy statement is to prepare the stock holders for a vote at an upcoming annual meeting.
The primary components of the proxy statement are:
- pay and structure of the board of directors;
- various items that are to be voted on at the annual meeting; and
- executive compensation.
Conclusion To SEC Reporting Forms
If you are just beginning in SEC reporting, you need to know the basic purpose of each of the above five forms. After you know these primary SEC filings, you can start your SEC reporting learning process.
About The Author
Patrick Truesdell currently serves as the Director of SEC Reporting and Budgeting at a publicly traded biotech company in San Diego. Patrick is also the founder of Public Company Community, which provides Free CPE for CPAs, Free DIY MBA, the Best Accounting Books, and the Best Finance Books.