SEC filings – All you need to know.

SEC filings – All you need to know.

If you want to follow or invest in a public US company, SEC filings offer a substantial amount of information. Here’s a short, comprehensive, and actionable guide.

The source:

You will find the filings in the SEC Edgar database or individual company websites.

https://www.sec.gov/edgar.shtml

The filings:

Form 10-K – A comprehensive, audited annual report on the financial condition of a company. Not always the same as the “annual report” which can be a shorter, more marketable, and colorful version. Use either. We use the annual report because we like graphics 🙂

Form 10-K = Business summary + Management Discussion & Analysis + Financials + Additional info eg. legal proceedings.

In the Management Discussion and Analysis section (MD&A), the management describes the opportunities and risks for the company, its financial performance for the year, and its drivers. Aside from the financial statements, this is the most important part of the 10-K.

The deadline depends upon the company’s public float. It is 60 days after the close of the fiscal year for companies with a float of $700mn or more, 75 days for float between $75mn and $700mn, 90 days for less than $75mn.

You can see the expected date for the financial reports at a source like Market Watch or Yahoo Finance.

Form 10-QQuarterly financial statements show the latest financial condition. Not required to be audited. Not as detailed as 10-K. These are filed within 40-45 days (45 days for float lesser than $75mn) of each of the first three fiscal quarters of the year. No 10-Q is filed at the end of the fourth quarter—that information is taken care of by the 10-K.

Form 8-K – For disclosing material events that take place between filings of the 10-Ks or 10-Qs. Eg. Bankruptcy, mergers and acquisitions, departure of a key executive, the resignation of a director. This is where you’d find out that Hertz Global Holdings has filed for bankruptcy. It is filed within four business days of the occurrence.

Proxy Statement – Contains details of management salaries & perks. Once filed with the SEC, shareholders vote on corporate actions eg. the election of directors and stock compensation plans. YOU can vote on the stock option plan of Elon Musk! Nowadays you get a mail invite to cast your vote online. Takes a few seconds, can Google queries on the side, very convenient. Vote!

Form 144 – A notice of intent to sell restricted stock usually acquired by insiders, not involving a public offering. The transaction or at least a part of it takes place within 90 days of filing. Criteria – when the amount sold in a 3 month period exceeds > 5k shares or $50k. You could see Trevor Milton‘s plans to sell off his Nikola Motors shares here.

Forms 3,4,5 & Schedule 13D – These pertain to ownership details. A material change in ownership will show up here. This is where you can see the changed ownership structure of Slack (now being acquired by Salesforce).

SEC Form 4 The Statement of Changes in Beneficial Ownership is filed whenever there is a material change in the holdings of company insiders. Insiders consist of directors, officers, and shareholders owning 10% or more of the company’s outstanding stock. If a party fails to disclose required information, civil or criminal actions could result. It must be filed within two business days starting from the end of the day the material transaction occurred.

Schedule 13D – The Beneficial Ownership Report is required when any owner acquires 5% or more of the voting shares in a company. The report must be filed within 10 days of reaching the 5% threshold.

Form S-1 – Companies with the intent to launch their initial public offering (IPO) file this. You can use this to perform your due diligence prior to the issue. It tells you about the planned use of the proceeds, the current business model, and competition. It has a brief prospectus of the planned security, offering price methodology, any dilution to other listed securities, and any material business dealings between the company and outside counsel.

Form S-3 – Made when a company wishes to raise capital, usually as a secondary offering after an IPO has already occurred.

Form S-4 – Contains any material information related to any business combination. Companies undergoing an exchange offer, where securities are offered in place of cash, are required to provide details relating to share distribution, amounts, terms, and other information. It must be filed within two business days following the transaction date.

Which SEC filings have you explored till now? Leave a comment.

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