Issuers of asset-backed securities (ABS) are required to make regular filings with the U.S. Securities and Exchange Commission (SEC) to ensure transparency and investor protection. These filings include Form ABS-15G, which discloses repurchase requests related to breaches of representations and warranties; and Form ABS-EE, which provides asset-level data in a standardized XML format when applicable. In addition to these, issuers must file Form 10-D to disclose performance and distribution information for each reporting period.
What is SEC Form 10-D? This guide will explain, and will also help issuers understand the purpose of Form 10-D, the types of disclosures it requires, and best practices for maintaining compliance with SEC rules under Regulation AB.
What is SEC Form 10-D?
Lenders and originators often sell groups of loans to issuers, who then package them into asset-backed securities (ABS) for sale to investors. These securities are backed by assets such as auto loans, mortgages, or credit card receivables. Investors who purchase these securities receive distributions based on the underlying asset cash flows — typically from principal and interest payments made by borrowers.
When issuers offer these ABS in the public markets, they are subject to specific reporting requirements. Sections 13 and 15(d) of the Securities Exchange Act of 1934 require that issuers of publicly offered ABS file Form 10-D to disclose distribution and pool performance data. The form must be filed within a specific timeframe following each required distribution date, which varies depending on the terms of the security — monthly, quarterly, or otherwise.
Who Must File Form 10-D
Issuers of publicly offered asset-backed securities are required to file Form 10-D. These include securities backed by assets such as auto loans, residential or commercial mortgages, student loans, or other receivables. The specific asset class and structure of the security determine the exact reporting requirements, but all issuers of publicly offered ABS must be prepared to file Form 10-D following each distribution event.
Form 10-D is only required when a distribution is scheduled. If there is no required distribution during a given reporting period, no Form 10-D filing is necessary. However, even if no funds are actually distributed, the form must still be filed if a distribution date occurs, in order to comply with SEC rules.
What’s Included in Form 10-D?
Form 10-D requires detailed information about the performance of the underlying asset pool and the distributions made (or scheduled to be made) to investors. Key disclosures typically include:
- Information about the asset-backed issuer
- The distribution period covered and corresponding distribution date
- Cash flows received from the asset pool
- Fees and expenses paid
- Delinquencies, charge-offs, or losses during the distribution period
- Material modifications, extensions, or waivers to the underlying asset terms
- Current pool characteristics, such as average remaining maturity or balances
- Servicer updates or changes
- Required certifications or other servicing compliance statements (e.g., Items 1122 or 1123)
- Exhibits such as Form ABS-EE (if applicable), filed in XML format
Although the disclosure requirements are available online, issuers must file Form 10-D electronically via EDGAR, in HTML format. Where required (such as for certain asset classes), supporting data like Form ABS-EE must be submitted in XML format for standardized presentation and public access.
Form 10-D Filing Timeline and Deadlines
Unlike annual or quarterly filings, Form 10-D has a variable schedule based on the timing of distributions to investors. The SEC requires that Form 10-D be filed no later than 15 calendar days after each required distribution date, regardless of whether a distribution was made.
Filing accurately and on time is essential to maintain compliance. Late or incorrect filings may result in SEC comment letters, affect the issuer’s eligibility for using streamlined registration forms like Form S-3, or impact its “current” filer status under the Exchange Act. While immediate penalties may not always be imposed, noncompliance can introduce regulatory risk and reputational exposure.
Filings must be submitted via EDGAR and must meet SEC formatting requirements.
Common Filing Challenges and Compliance Risks
Although Form 10-D is a relatively routine filing, issuers often face challenges such as:
- Incorrect or missing distribution dates
- Incomplete data about pool performance, including delinquencies or losses
- Omitting material servicing updates or modifications
- Late filing due to missed deadlines or disorganized data
Given the complex nature of ABS reporting, compliance can become burdensome, particularly for issuers managing multiple securities across various distribution schedules.
To simplify the process, DFIN offers a suite of tools that businesses can use to seamlessly collect data and organize it into compliant reporting formats. Our SEC reporting software can streamline your reporting and increase accuracy in each electronic filing.
Contact us to learn more about your options or to schedule a demo.
