The United States Securities and Exchange Commission, also known as ‘The SEC,’ governs over publicly listed companies in the United States.
These companies must issue various forms to comply with The SEC. These SEC filings can be viewed and searched at the EDGAR database on the SEC’s website.
Here is a brief overview of some of these critical documents.
What is a 10-K (Form 10K)?
A 10-K form is published annually by every US-listed public company and is also called its Annual Report.
However, it’s not necessarily the same as an annual report issued to shareholders. The former must be drawn up and submitted to the SEC following a set of formal guidelines.
Whereas the annual report sent to shareholders at an annual general meeting can be presented however the company chooses.
What is the purpose of a Form 10-K?
The US government compels publicly listed companies to publish these 10-K forms to give investors a clear idea of how the company is performing.
This helps investors make informed decisions before buying or selling their shares.
A 10-K form reports everything the company does and the macro and microeconomic risks it faces.
What is in an example 10-K form?
The 10-K form is an extensive and comprehensive document.
For example, Apple Inc. (NASDAQ: AAPL) published its Form 10-K Annual Report for the fiscal year ended September 26, 2020, on October 30, 2020.
Part 1 covers the business overview, risk factors, unresolved staff comments, properties owned by the business, and legal proceedings.
While, Part 2 contains a stock overview, selected financial data, year-to-year comparisons, management discussions, analysis and results, fiscal year highlights, quantitative and qualitative disclosures about market risk, financial statements, as well as controls, procedures, and other matters.
Part 3 discusses directors, executive officers and corporate governance, executive compensation, security ownership, and principal accountant fees and services.
Finally, Part 4 covers the financial statement schedules and a Form 10-K summary.
Companies, whether public or private, must file a 10-K form if they meet the following criteria:
Either it has over $10 million in assets and a class of equity securities, such as common stock, that more than 2000 owners hold, or 500 or more persons who are not accredited, investors.
Or it lists the securities on a US exchange.
This criteria is set under Section 12 of the Exchange Act.
What is a 10-Q (Form 10Q)?
A 10-Q form is very similar to a 10-K form. But 10-Q reports are issued quarterly, whereas 10-K documents are annual.
The information contained in the 10-Q gives investors an idea of how a company performs from quarter to quarter.
Shareholders find filings a valuable tool for comparing accounting periods and evaluating the stock’s future performance.
A 10-K includes audited financial statements, while a 10-Q form contains unaudited financial statements.
The 10-Q also contains management discussions, analysis, disclosures, and an overview of internal goings-on for the quarter (3-month period) being discussed.
The public company must file its 10-Q form between 40 and 45 days after the end of its quarter. This is dependant on the size of its public float.
Generally, the larger the company value, the less time it has to file its 10-Q and 10-K forms.
What is FORM SD?
A FORM SD refers to a Specialized Disclosure Report.
For example, Google owner Alphabet (NASDAQ: GOOGL) filed an SD Form dated May 27, 2021.
This was to let shareholders know that many of its products contain what are known as ‘conflict minerals’ (tantalum, tin, tungsten, and gold). They are considered such when they hail from jurisdictions like the Democratic Republic of the Congo (DRC), where a decades-long civil war is being waged.
Publicly listed companies are bound by the various rules of the SEC to disclose certain things. This conflict mineral disclosure complies with Rule 13p-1 under the Securities Exchange Act of 1934.
What is an S-1 (Form S1)?
The public issuance of an S-1 filing is essential when a US company wants to go public.
When a private company announces its desire to go public, it will conduct its initial registration via an S-1 filing.
Whether through an initial public offering (IPO), direct listing, or SPAC, the S-1 form details the company overview and intentions.
A Form S-1 is a necessary filing prior to listing on a stock exchange such as the New York Stock Exchange or NASDAQ.
For example, Robinhood Markets Inc. announced its intention to go public via its Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933.
This S-1 filing, submitted on July 1, 2021, outlines Robinhood’s business and plans to list on the NASDAQ under the ticker symbol HOOD.
What is an 8-K (Form 8K)?
A FORM 8-K reports any unscheduled material events or corporate changes that may interest shareholders.
For example, AMAZON.COM, INC. submitted a Form 8-K filing on June 28, 2021. This outlined the promotion of Andrew R Jassy to President and Chief Executive Officer of Amazon.com, Inc. on July 5, 2021, as founder Jeff Bezos steps down.
What is an S-4 (Form S4)?
An SEC Form S-4 must be published to inform shareholders and potential investors of any material information related to merger and acquisition (M&A) activity.
Its official title is the FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933.
The publicly traded company must also file an S-4 if it is undergoing an exchange offer involving securities in place of cash.
If a company intends to conduct a hostile takeover of another company, they can declare this via an S-4 FORM.
The S-4 filing discloses any information relating to the terms of the transaction. This may include risk factors, ratios, Pro-forma financial information, and material contracts with the target acquisition company.
For instance, As filed with the Securities and Exchange Commission on February 16, 2021, Microsoft Corporation (NASDAQ: MSFT) submitted an S-4 FORM.
This outlines Microsoft’s intention to offer to exchange a series of the fourteen existing notes and a cash payment for up to $6,250,000,000 in Aggregate Principal Amount of new 2052 notes. And up to $1,250,000,000 in Aggregate Principal Amount of new 2062 notes and cash payment.
What is an 11-K (Form 11K)?
The 11-K is an annual filing, reporting details of any employee stock purchases made, savings plan, or similar plans with ownership in any securities registered under the SEC.
This may include an issuer’s 401(k) employee savings plan with a company stock fund component or employee benefit plan that gives stock ownership to employees.
Microsoft Corporation Savings Plus 401(K) Plan
For example, Microsoft issued a FORM 11-K on June 24, 2021, specifying:
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020.
This was in relation to the Microsoft Corporation Savings Plus 401(K) Plan.
One Microsoft Puerto Rico Retirement Plan
A second 11-K, issued the same day, refers to the ONE MICROSOFT PUERTO RICO RETIREMENT PLAN.
Within each of these 11-K forms, the company presents the net assets available for benefits of the Plan as of December 31, 2020, and 2019.
This includes financial statements, a supplemental schedule of assets, and consent of an independent registered public accounting firm.
