The United States Securities and Exchange Commission (SEC) is a federal government watchdog established during the Great Depression. Its mission is to protect investors, the market, and anyone interested in securities by promoting transparency and creating reliable information.
The SEC also enforces securities laws and prosecutes cases of insider trading, dishonesty, and fraud. Filing with the SEC is only part of their strategy to have a more transparent marketplace. They require several parties to prepare and return financial statements and other documents to the agency.
The documents, except certain forms, are then published on Electronic Data Gathering, Analysis and Retrieval System (i.e. EDGAR) for the public to view. The aim is to give investors and shareholders the information they need to make the best possible decisions.
What are the main types of filing with the U.S. Securities and Exchange Commission (SEC)? Understanding and interpreting different SEC documents/filing will help you make sound investment decisions if you are a serious investor or finance professional. Listed companies are required by law to disclose relevant information about their business operation and structure. This information enables investors to understand the company’s business model and helps them predict its future performance. The most common types of SEC filings are:
SEC Filings Form 10-K Form 10-K is a comprehensive business analysis report. It includes a detailed summary of the company’s results, discussions with management and audited financial statements. Form 10-K is also known as “the K”. Form 10-K filing deadlines vary depending on the size of the business. According to the SEC, companies with freely transferable shares (shares issued to the public and available for trading) of $700 million or more must file a 10-K within 60 days after the end of their fiscal year. For example, companies with free floats between $75 million and $700 million have 75 days, while those under $75 million have 90 days.
SEC Filings Form 10-Q Form 10-Q is a simplified version of Form 10-K that contains the company’s quarterly results. The company will submit the form within 45 days of the end of each of its first three fiscal years. This form describes the latest development of the company and its plans. In addition, it contains unaudited financial statements, which are not as detailed as Form 10-K.
SEC Filings Form 8-K Form 8-K provides unplanned events that are important to shareholders, investors, and the SEC. These events may include director resignation, bankruptcy, asset disposal, the appointment of new executives, or other important events. The list also provides more detailed information about these events, such as press releases and data tables.
SEC Filings Form S-1 Form S-1 is the initial registration form that must be issued to investors when a company goes public for the first time. Also called a prospectus. This form is very important because there is very little public information about the company in the first days of listing. Provides information on the planned use of funds, the number of shares to be issued, company business model, competition, offering/issue price methods, and risk factors.
SEC Filings Form F-1 Same as Form S-1, but applies to foreign companies.
SEC Filings Form S-3 Form S-3 is used as a “shelf registration statement”. It registers a certain amount of equity or debt securities that can be sold to the public at a later date.
SEC Filing Form S-4 The SEC Form S-4 is filed by companies that have approved an exchange offer and contains important information related to the merger or acquisition. Therefore, companies filing SEC filing S-4 are required to disclose material facts related to their financial and operating activities.
Sec Filing Form S-8 Form S-8 is used to record securities for the employee stock option plan (ESOP). Most publicly traded companies will offer stock options or restricted stock units to their employees and the board of directors (BOD). For the recipient of these options or units to sell the underlying shares when exercised, the shares must be registered.
SEC Filing Forms 3, 4 and 5 Under federal securities law, certain individuals (e.g., officers, directors, and those who hold more than 10% of corporate securities are collectively referred to as “insiders”) must report purchases, sales and holdings of the company’s securities by filing Forms 3, 4 and 5.
Form 3 Form 3 is a document that a company insider or major shareholder must file with the SEC and provide information on the form to disclose the holdings of directors, officers, and beneficial owners of registered companies and become public records.
Form 4 Form 4 must be filed with the SEC whenever there is a material change in the holdings of company insiders.
Form 5 SEC Form 5 must be filed by the Company insiders if they had conducted security transactions during the year but failed to report them via SEC Form 4.
Reading many documents and forms can be difficult. But if you’re a potential or current investor, it’s worth it. Once you look at the form a few times, it’s not that bad. Documents filed with the SEC provide important information and allow for transparency. Ultimately, knowing about fraud and bankruptcy can save you thousands of dollars. Fortunately, the EDGAR and FINRA database resources make it less painful. If you’re on the other side and have to submit, it can still feel like a burden.
At AJSH, we assist our clients/attorney’s with SEC filings such as S-1, F-1 Regulation- A, 10Qs and 10 Ks, internal audits, government audits, various corporate matters (company incorporation, statutory audits, ROC compliances, company winding-up) in India by providing them with adequate support and guidance from our end. If you have any questions or wish to know more about filing forms under SEC, kindly contact us.
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