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SEC Reporting Requirements

Securities and Exchange Commission

The SEC is a federal agency responsible for enforcing federal securities laws, regulating the securities industry, and overseeing US stock and options exchanges. The SEC regulates public companies and oversees the exchange of their securities.

Is My Company Subject to the SEC?

The SEC’s reporting requirements apply to two types of companies.

  1. Companies with publicly traded securities on national securities exchanges or over-the-counter markets. So, Ford Motor Company, Amazon, and companies like that.
  2. Companies with assets greater than $10 million and either 2,000 or more shareholders or 500 or more non-accredited investors.

Which Forms Should I File to comply with Regulation S-K and Regulation S-X?

Form 10-K

Form 10-K is the annual report that companies subject to SEC reporting requirements must file. The annual report gives a comprehensive overview of the company’s business and financial condition, including its audited financial statements.

Filing Deadlines

Type of FilerDefinition10-K Filing Deadline
Large Accelerated FilerMarket Cap of $700 million or more60 days after fiscal year-end
Accelerated Filer but not Small ReportingMarket Cap between $75 million and $700 million and annual revenues of at least $100 million75 days after fiscal year-end
Non-accelerated FilerMarket Cap less than $75 million or annual revenues less than $100 million90 days after fiscal year-end

Part I: Business Information

This part contains general information about the business.

Business Description

This contains information about a company’s primary products and services. It also includes its industry and market.

Risk Factors

This is a disclosure about the company’s most significant risks, including regulatory, competitive, and operational risks.

Properties

This describes the company’s significant properties, including whether owned or leased, and also containing equipment and real estate.

Legal Proceedings

If there are any material pending or concluded legal proceedings involving the company, including lawsuits, arbitration proceedings, and regulatory actions.

Part II: Financial Information

This part contains detailed financial information. There are the audited financial statements, management’s discussion and analysis (MD&A), and market information in this part.

Selected Financial Data

This is a summary of the company’s financial performance over the past 5 years, including revenue, net income, and earnings per share.

MD&A

Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is a detailed discussion of the company’s financial performance, including its operating results, cash flows, and liquidity. MD&A should also describe the company’s critical accounting policies and estimates.

Financial Statements and Supplementary Data

This section includes all of the audited financial statements and any supplementary data.

Notes to Financial Statements

Detailed notes to the financial statements that provide additional information about the business’s accounting policies and other important financial data.

Regulation S-X specifies that the audited financial statements must include the balance sheet, income statement, the statement of other comprehensive income, cash flow statement, and statement of changes in equity. The balance sheet must include the last 2 fiscal years. All of the other statements must include the last 3 years.

Part III: Governance Information

This part provides information about the company’s corporate governance and identifies its directors and executive officers.

Directors, Executive Officers, and Corporate Governance

This section includes biographical and compensation information for the company’s directors and executive officers. This section should also describe the company’s governance structure and policies.

Executive Compensation

This section should include detailed information about the company’s executive compensation policies and practices.

Security Ownership of Certain Beneficial Owners and Management

This should be a table showing the number of shares owned by the company’s directors, executive officers, and other significant shareholders.

Certain Relationships and Related Transactions, and Director Independence

This section includes information about any transactions or relationships between the company and its directors, executive officers, or significant shareholders.

Part IV: Exhibits and Financial Schedules

This part contains all of the exhibits, which can include contracts, agreements, and other documents that provide additional information about a company’s financial performance and business operations. This part also contains any required financial schedules, like debt securities or derivative instruments. Finally, this section also contains the independent auditor’s report.

Form 10-Q

Form 10-Q is the SEC’s required quarterly report. It contains unaudited financial statements and other important information about the company’s most recent quarter. While the financial statements are not audited, they are reviewed by the independent auditor. There are two main parts to Form 10-Q.

Part I: Financial Information

The company’s unaudited financial statements are included. Additional financial information or disclosures, like any changes in accounting policies are also included.

There’s also an MD&A section that contains a narrative explanation of the financial statements, a discussion about the company’s financial condition, and any significant trends or events that affected the company’s performance during the quarter.

Part II: Other Information

Part II includes explanations about any legal proceedings, disclosures about the risk factors that could affect the company’s performance, and any changes in management or ownership that occurred during the quarter as well as any related-party transactions or potential conflicts of interest.

Filing Deadlines

Type of FilerFiler Definition10-Q Filing Deadline
Large Accelerated FilerMarket Cap of $700 million or more40 days after quarter end
Accelerated Filer but not Small ReportingMarket Cap between $75 million and $700 million and annual revenues of at least $100 million40 days after quarter end
Non-accelerated FilerMarket Cap less than $75 million or annual revenues less than $100 million45 days after quarter end

Form 8-K

Unlike the 10-K and 10-Q forms that are published periodically, Form 8-K is a report that must be filed within 4 business days of a significant event. Investors need to be informed of this event promptly. Common examples of these significant events include:

  • Materially significant agreements or amendments to existing agreements
  • Bankruptcy filings
  • Changes in the independent auditor or in accounting practices
  • Changes in company control
  • Changes to the company’s executive officers or directors
  • Mergers, acquisitions, or asset dispositions
  • Entry into a definitive agreement to acquire or dispose of a significant amount of assets
  • Material changes in operations or financial condition

Form 3

Form 3 is filed by any individual who becomes an officer, director or beneficial owner of at least 10% of a public company. File 3 must be filed within 10 days of one of these events occurring.

Its purpose is to disclose insider ownership of a company. The filer needs to disclose their name, address, title, and the amount and class of securities they own or have a right to acquire.

Form 4

Form 4 is used to update any changes by Form 3 filers in their equity stakes in the company.

Form 5

Form 5 is used by a Form 3 filing insider to correct any errors on a previously filed Form 4 or to report that a Form 4 should have been filed. Form 5 must be filed within 45 days of the company’s fiscal year-end.

Form 11-K

Form 11-K is for pension plans subject to the Employee Retirement Income Security Act of 1974 (ERISA). The plan administrator files this form within 120 days from the end of the plan year. It discloses about the condition and operation of the benefit plan.

Forms 6-K, 20-F, and 40-F

Form 6-K is filed by foreign private security issuers. These are foreign companies whose shares are traded on a US exchange or where US citizens can buy them in the over-the-counter market. Form 6-K is filed whenever there is a materially significant event outside of the US.

Forms 20-F and 40-F are very similar to the 10-K annual report. 40-F is for Canadian companies, and form 20-F is for all other foreign companies. They are filed annually like a 10-K.

XBRL Reporting

Since 2009, companies have had to file their SEC reports using XBRL (eXtensible Business Reporting Language). As a form of XML, XBRL uses tags and standardized definitions and codes.

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Over the years, I have happily and confidentially advised a wide range of clients from a plumber near Pittsburgh to a robotics startup to a multi-state pediatrics practice. I am always your primary point of contact and hold myself accountable for your success.

The initial consultation is always free. My billing goal is to always provide clients with a high return on investment when working with me irrespective of their budget.

I am not a salesman. I will only take on a client when I can provide genuine value for them. Reach out if you need expert advice, assistance or have a question.

Dr. Matt Carter

Hi there! I'm Matt. I'm a Christian, husband and father of four. I'm a graduate of Calvin, Harvard, Cardiff and Johns Hopkins Universities. I have a PhD in Economics, an MBA in Finance and an MS in Data Analytics. I'm a numbers guy who can communicate well!

I began this service to work directly with the small and mid-sized business owners who grow our great country's economy. Since 1999, I've worked with owners across industries from high tech IT and robotics to small farmers and artists. I've also helped and advised nonprofits from churches to civic organizations.

I also served as a Finance Staff Officer and eventually as the National Division Chief for Measurement Research within the US Coast Guard. The research and methods I created there continue to guide strategic decisions to this day.

I enjoy being active outdoors, especially in wild lands. Hiking, biking and fly fishing are some of my favorite pastimes.

I also love dogs! I'm an AKC obedience evaluator, and I train service and therapy dogs.

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