SEC Filings & Annual Reports
Public companies must file various reports with the Securities and Exchange Commission (SEC). Investment advisers use these filings to analyze investments and stay informed about material developments.
Why SEC Filings Matter
SEC filings provide:
- Transparency — Standardized disclosure of company information
- Timeliness — Required deadlines ensure current information
- Reliability — Signed by executives with legal liability
- Accessibility — Available free on EDGAR database
Key SEC Filings
Form 10-K (Annual Report)
The 10-K is the most comprehensive filing a company makes:
| Feature | Description |
|---|---|
| Frequency | Annually |
| Deadline | 60-90 days after fiscal year end (varies by filer size) |
| Financial Statements | Audited |
| Key Contents | Business description, risk factors, MD&A, financial statements |
Major Sections of the 10-K:
| Part | Contents |
|---|---|
| Part I | Business description, risk factors, legal proceedings |
| Part II | Market data, MD&A, financial statements, controls |
| Part III | Directors, executive compensation, ownership (often incorporated from proxy) |
| Part IV | Exhibits and schedules |
MD&A (Management's Discussion and Analysis) is particularly valuable—it's management's explanation of financial results and future outlook.
Form 10-Q (Quarterly Report)
| Feature | Description |
|---|---|
| Frequency | Quarterly (first 3 quarters only; 10-K covers Q4) |
| Deadline | 40-45 days after quarter end |
| Financial Statements | Unaudited |
| Contents | Interim financial statements, MD&A update |
Form 8-K (Current Report)
Reports material events that occur between quarterly reports:
| Feature | Description |
|---|---|
| Frequency | As needed when material events occur |
| Deadline | Within 4 business days of the event |
| Purpose | Timely disclosure of significant developments |
Events Requiring 8-K Filing:
| Event Type | Examples |
|---|---|
| Management Changes | CEO resignation, director changes |
| Financial | Bankruptcy, default on debt |
| Corporate Actions | Mergers, acquisitions, dispositions |
| Operations | Material impairments, restructuring |
| Governance | Changes in auditors, bylaw amendments |
Proxy Statement (DEF 14A)
| Feature | Description |
|---|---|
| Frequency | Before annual shareholder meeting |
| Purpose | Inform shareholders about voting matters |
| Key Contents | Executive compensation, board information, shareholder proposals |
Why Proxies Matter:
- Executive Compensation — Detailed breakdown of CEO and top executive pay
- Related Party Transactions — Deals between company and insiders
- Board Independence — Which directors are truly independent
- Shareholder Proposals — Issues shareholders want addressed
Form 4 (Insider Transactions)
| Feature | Description |
|---|---|
| Frequency | Within 2 business days of transaction |
| Filed By | Directors, officers, and 10%+ beneficial owners |
| Purpose | Disclose insider buying and selling |
Why Form 4 Matters:
- Insider buying may signal management confidence
- Large insider selling may raise concerns
- Must distinguish routine sales (scheduled) from discretionary
Other Important Forms
| Form | Purpose | Deadline |
|---|---|---|
| Form 3 | Initial insider ownership statement | 10 days after becoming insider |
| Form 5 | Annual summary of insider transactions | 45 days after fiscal year end |
| Schedule 13D | Beneficial ownership above 5% | Within 10 days of crossing 5% |
| Form S-1 | Registration for IPO | Before offering |
Filing Deadlines by Company Size
| Filer Category | 10-K Deadline | 10-Q Deadline |
|---|---|---|
| Large Accelerated Filer ($700M+ public float) | 60 days | 40 days |
| Accelerated Filer ($75M-$700M public float) | 75 days | 40 days |
| Non-Accelerated Filer (smaller companies) | 90 days | 45 days |
EDGAR Database
All SEC filings are publicly available on EDGAR (Electronic Data Gathering, Analysis, and Retrieval):
- Website: sec.gov/edgar
- Free access to all public company filings
- Searchable by company name, ticker, or form type
- Historical filings available
Annual Report Components
The annual report (10-K) typically includes:
- Business Description — What the company does, its markets, competition
- Risk Factors — Specific risks that could affect the business
- Selected Financial Data — 5-year financial highlights
- MD&A — Management's analysis of results and future outlook
- Financial Statements — Audited statements with accompanying notes
- Auditor's Report — Independent auditor's opinion
- Controls Certification — Management certification of internal controls
In Practice: How Investment Advisers Apply This
Using SEC filings for analysis:
- Read 10-K for comprehensive understanding of business
- Monitor 8-Ks for material developments
- Review proxy for executive compensation and governance
- Track Form 4 for insider trading activity
Red Flags in Filings:
- Late filings (may indicate accounting problems)
- Frequent 8-Ks for negative events
- Heavy insider selling via Form 4
- Auditor changes disclosed in 8-K
On the Exam
The Series 65 exam tests your knowledge of:
- 10-K vs. 10-Q — annual (audited) vs. quarterly (unaudited)
- 8-K timing — within 4 business days of material events
- Proxy statement — contains executive compensation
- Form 4 — insider transactions within 2 business days
- EDGAR — free public database for all filings
Expect 2-3 questions on SEC filings. Common formats include identifying which form contains specific information or filing deadlines.
Key Takeaways
- 10-K is the most comprehensive filing (annual, audited financial statements)
- 10-Q is quarterly with unaudited financials (first 3 quarters)
- 8-K reports material events within 4 business days
- Proxy (DEF 14A) contains executive compensation and voting matters
- Form 4 reports insider transactions within 2 business days
- All filings are free on the EDGAR database at sec.gov
- Filing deadlines vary by company size (larger = faster deadlines)
Test Your Knowledge
Which SEC filing must be filed within 4 business days of a material event?
A
B
C
D
Test Your Knowledge
Which document contains detailed executive compensation information?
A
B
C
D
Test Your Knowledge
Form 4 filings report:
A
B
C
D
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2.4 Financial Ratios
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