Types of Required SEC Filings for Public Companies
Publicly traded companies are required to file initial and on-going reports with the SEC. Some occur at the happening of specific events and others are regularly required. What follows is a simple outline of the various required forms, including details for their filing and specific uses and helpful hints relative to each form.
Form 10-K
- Annual report
- Contains audited financials, detailed company information, information on the holdings of the largest shareholders and MD&A
- Filed within 60 days for large accelerated filers (reporting companies for more than a year with a public float of at least $700mm)
- Filed within 75 days for accelerated filers (reporting companies for more than a year with a public float of at least $75mm)
- Filed within 90 days for everyone that does not meet the two criteria above
- This is not the same thing as the company’s annual report to shareholders that is sent in advance of an annual shareholder’s meeting
Form 10-Q
- Quarterly report
- Contains un-audited financial statements + MD&A
- Filed within 40 days for accelerated and large accelerated filers (see above)
- Filed within 45 days for everyone else
Form 8-K
- Used to report current events to company shareholders that are material to the operations or financing of the business
- Must be filed within four days of an event that would trigger a report (we’ll go into detail about such events in a later discussion)
Schedule 13D
- A report made by the beneficial owner of more than 5% of a voting class of securities within a publicly-traded company
- Contains information about the purchaser, source of funds for the deal, interest held in the company, agreements with the purchase and information on purposes of the transaction
- Must be filed within 10 days after the purchase of securities has been made
Schedule 13G
- An alternative, simplified form to Schedule 13D available to both institutional investors and investors who do not wish to impact the control of the issuer
- Does not include information on the purpose of the transaction nor info on the source of funds
- Filed within 45 days after the end of the calendar year when filed by institutional investors
- Filed within 10 days of purchase when filed by non-institutional investors
- These investments must be passive investments where in the buyer does not intend to gain a controlling stake
Form 13F
- A form filed quarterly by large investment managers (>$100mm)
- Filed only for equity holders
- Discloses the name of investment managers, shares owned, shares managed
- Does not disclose any non-equity holdings or short positions, which limits available information
- Filed within 45 days after the end of each calendar quarter
- This information can be helpful in determining who may be interested in investing in another IPO as it has the contact information of existing investors in other public companies
Schedule 14A
- Contains the holdings of the largest shareholders within a company
- Discloses information about issues on which shareholders are expected to vote by proxy
- It is filed with the SEC and sent to shareholders in advance of a shareholder meeting
- Schedule 14A is often beneficial when performing precedent transaction analysis as it can have information on transaction terms, a copy of the purchase agreement, fairness opinion info and other financial information regarding the proposed M&A transaction
Beneficial Ownership Reports
These reports disclose ownership interest of company insiders (e.g. officers, directors and beneficial owners with >10% of the company’s equity securities.
Form 3:
This initial statement of beneficial ownership must be filed within 10 days of becoming a company insider (or by the effective date if the company is performing an initial public offering)
Form 4:
Discloses any change in beneficial ownership by said insiders. Anytime any beneficial owner holding more than 10% of the company’s equity securities buys or sells securities, Form 4 must be filed within two business days after the buy/sell transaction.
Form 5:
This is an annual statement of changes in beneficial ownership, showing changes that should have been reported in Forms 3 and 4, but for whatever reason were not reported. It must be filed within 45 days after the end of a company’s fiscal year.
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