Publicly traded companies and other entities are required by the SEC — or Securities and Exchange Commission — to file certain disclosure forms. These different SEC filings not only ensure regulatory compliance, but they also provide need-to-know information to the public. Brush up on the most common types of SEC filings and how to get the forms completed quickly.
What is SEC filing? While it is often spoken about as if it's a single process, there are actually multiple forms with different purposes, deadlines and filing requirements. Taken together, the forms that must be filed with the SEC portray critical information about a company's operations and financial health. They allow investors and analysts to compare one publicly traded company with another, since all entities must complete the same set of data. They also allow regulators to verify that the company is following all applicable regulations and hold accountable any violators.
Review the most common SEC filing forms to learn when each must be filed, what it contains, and how the information is used by stakeholders, including the general public and trading analysts.
Filed annually from 60-90 days after year's end, Form 10-K dives into a company's financial state. This lengthy form contains a balance sheet, cash flow statement, income statement, comprehensive summary of market position, research and development, and a discussion of operations and business health over the year. Since the 10-K is complex, it is accompanied by an annual report that summarizes key takeaways with visuals.
This is a simplified 10-K filed on a quarterly basis. It conveys a snapshot of the company's financial condition and must be filed with the SEC within 40, or 45 days of the quarter's end. Investors and analysts use a company's Form 10-Q to gauge its financial health vis-a-vis competitors.
Necessary for disclosing important events that fall between time-bound 10-K and 10-Q statements, Form 8-K is used for major actions — from asset acquisition and executive appointments to bankruptcy filing, stock option adjustments and earnings releases. This document provides investors with timely access to information that might sway their behavior.
Forms 3, 4, 5
These three forms are lumped together because they must be filed by corporate insiders, which is a term that includes executive officers, directors and anyone who owns at least 10% of the business. Form 3 is the initial filing, with mention of ownership amount. Form 4 is filed when ownership changes. Form 5 is an annual update to Form 4. Savvy analysts review these forms to better understand the actions of corporate insiders and weigh their stock holdings accordingly.
Any time a corporate insider wants to sell more than 5,000 shares of company stock within a 3-month time period, this form must be filed.
Whenever a company is preparing to sell shares to the public for the first time — in what's known as an IPO or initial public offering — Form S-1 must be filed. The two-part form contains a prospectus of business operations, financial health, and company management plus relevant information such as recent securities sales, the number of shares on offer and risk factors that could impact investors' decisions. Form S-1 helps investors better understand the upcoming public offering and decide whether they wish to take part. An S-1 is also filed for secondary offerings when a company is not eligible to use a short form registration like an S-3.
Form S-3 notifies the public that shares will be offered at a later date. Think of it like a grocery store circular: This form is there to alert interested parties to what is coming next, so they can budget funds accordingly if they want to participate.
Publicly traded companies are required to file an S-4 form in the event of a merger or acquisition between them. This contains a variety of need-to-know information concerning the deal, which is of vital importance to any shareholders. Typical filings include basic elements of the deal as well as reasons for the merger from both perspectives, financial data on both companies and mandatory information about any underwriters involved.
If a business offers its employees stock options as part of a benefits packages, then Form S-8 must be filed. The form officially registers the shares to the employee in question; their shares must be registered upon receipt so the employee can sell them at a later date.
Anytime an individual acquires more than 5% of a company's voting shares, a Schedule 13D form must be filed within 10 days. It covers basic demographic information about the individual, along with an explanation for the transition and the source of funding used for share purchases.
Foreign Investment Disclosures
This form is filed by foreign companies that offer securities on the U.S. stock market. There are also other important SEC filings that foreign companies must make. The purpose of the disclosures is for American investors to evaluate the company before investing. There's a benefit to the companies, however: By making information publicly available in English, they can potentially boost their shareholder base and raise more capital.
Companies must present proxy statements before shareholder meetings, during which every shareholder has the chance to vote on topics including executive compensation, board of directors’ compensation and other business. A proxy statement discloses management's perks and salary, as well as any other information that's up for vote. The statement also tells shareholders important info about how they can vote, whether by mail, email, over the phone, or by designating a proxy individual. The company must also file the proxy statement with the SEC in advance of the shareholder meeting.
How DFIN Can Help With SEC Filing
Keeping up with filing deadlines and handling all reporting requirements is complex, but companies don't need to do it on their own. DFIN helps businesses deal with the complexities of financial reporting, including all the requirements of various SEC filing types.
Our ActiveDisclosure software provides the core filing tools needed to quickly prepare, validate and submit SEC filings efficiently, with collaborative tools for real-time teamwork and robust encryption for total security. Clients also have access to 24/7/365 customer support.
Additionally, we also offer our interactive SEC filing calendar. This tool helps businesses see filing deadlines and use a downloadable calendar to keep track of all relevant filing dates.
Stop stressing about SEC deadlines and deliverables and let us simplify your approach with our secure, cloud-based filing software.