SEC filing types explained

Who files:

Every US-listed company.

When:

60 to 90 days after the fiscal year end, depending on company size.

What is in it:

Audited financial statements, the business description, risk factors, management's discussion, executive compensation by reference.

What to read:

The only place the full-year cash flow statement, share buybacks and dividends paid appear as audited figures.

Annual figures on company pages →

Who files:

The same companies, for the first three quarters.

When:

40 to 45 days after the quarter end. There is no 10-Q for the fourth quarter; it sits inside the 10-K.

What is in it:

Unaudited quarterly statements and an updated management discussion.

What to read:

Fourth-quarter figures are the annual total minus the three quarters, which is how Q4 is derived on the company pages.

Quarterly income by ticker →

Who files:

Non-US companies listed in the US (20-F), Canadian companies under MJDS (40-F).

When:

Within four months of the fiscal year end.

What is in it:

The annual report in the issuer's home format with IFRS or local GAAP statements.

What to read:

Foreign filers publish no quarterly 10-Q; interim results arrive as 6-K furnishings instead.

Who files:

Companies holding a shareholder vote, almost always before the annual meeting.

When:

At least 40 days before the meeting.

What is in it:

Executive pay tables, board nominees, shareholder proposals, ownership of directors and officers.

What to read:

The pay tables and the beneficial ownership table are the reference for who controls the company.

Who files:

Any listed company when a material event happens.

When:

Within four business days of the event.

What is in it:

Earnings releases (Item 2.02), acquisitions, executive departures (5.02), financing, bankruptcy, restatements, each under a numbered item.

What to read:

The item number tells you the category before you open the document.

8-K events by item →(3,624 in 30 days)

Who files:

Directors, officers and holders of more than 10% of a class.

When:

Within two business days of the trade.

What is in it:

Each purchase, sale, grant or exercise: shares, price, the holding afterwards, and whether it ran under a 10b5-1 plan.

What to read:

Open-market purchases with the buyer's own money are the signal; grants and tax-withholding sales are noise.

Form 4 trades →(16,513 in 30 days)

Who files:

New insiders (Form 3) and insiders reporting exempt or late transactions (Form 5).

When:

Form 3 within ten days of becoming an insider; Form 5 within 45 days of the fiscal year end.

What is in it:

The starting holdings, and the year's small transactions that did not need a Form 4.

What to read:

A Form 3 flags a new officer or a new 10% holder; a Form 5 often carries gifts.

Who files:

Affiliates selling restricted or control stock above the Rule 144 thresholds.

When:

Filed with the broker on or before the sell order, so it precedes the Form 4.

What is in it:

The seller, the shares, an approximate market value, the planned sale date and the broker.

What to read:

A 144 is intent, not a trade: match it with the Form 4 that follows to see what was actually sold.

Planned sales →(3,080 in 30 days)

Who files:

Anyone who crosses 5% of a voting class with intent to influence control.

When:

Within five business days of crossing the threshold, amendments promptly on material changes.

What is in it:

The holder, the stake, the source of funds, and the purpose of the transaction: item 4 says what they want.

What to read:

Item 4 wording changes are the story: from passive language to board seats or a sale process.

13D and 13G holders →(2,521 in 30 days)

Who files:

Holders above 5% with no intention to influence control: index funds, asset managers, some founders.

When:

Within 45 days of quarter end for qualified institutions, five business days for others; amendments by the same schedule.

What is in it:

The holder, shares and percent of class, without the purpose section.

What to read:

A switch from 13G to 13D means a passive holder turned active.

Who files:

Managers with more than $100 million in US equities.

When:

Within 45 days of quarter end.

What is in it:

Every long US equity and option position at quarter end with shares and value; no shorts, no bonds, no non-US listings.

What to read:

Positions are six to nineteen weeks old when published; compare filings quarter to quarter, not to today's prices.

13F portfolios of tracked managers →

Who files:

Private companies and funds raising under Regulation D.

When:

Within 15 days of the first sale.

What is in it:

The issuer, the exemption, the amount sold and the amount still offered, the number of investors, and whether it is a pooled fund.

What to read:

The amount sold is cumulative for the offering; an amendment updates the running total.

Form D private placements →(4,698 in 30 days)

Who files:

Companies registering shares for a public offering (F-1 for foreign issuers).

When:

Before the offering; often first as a confidential draft, made public at least 15 days before the roadshow.

What is in it:

The prospectus: business, financials, risk factors, use of proceeds, and eventually the price range.

What to read:

The first public S-1 starts the clock; EFFECT means the SEC declared it effective, RW means the company withdrew.

IPO pipeline →(311 in 30 days)

Who files:

The issuer, once the offering is priced.

When:

Within two business days of pricing.

What is in it:

The final price, the number of shares and the underwriters.

What to read:

The 424B4 is the document that turns a filer into a listed company.

Priced offerings →

Who files:

Banks issuing structured notes off a shelf registration.

When:

At pricing (424B2) or as a free writing prospectus during marketing (FWP).

What is in it:

The underlying, the payoff, the barrier, the coupon and the estimated value versus the offering price.

What to read:

The estimated value line is the issuer's own view of what the note is worth on day one.

Structured notes →(12,224 in 30 days)