The Securities Exchange Act of 1934 made the SEC (Securities and Exchange Commission) the primary regulator of US securities markets and required public companies in the US to disclose their financial information regularly. Prior to 1993, all filings had to be made on paper. However, in 1993, the SEC introduced EDGAR (Electronic Data Gathering, Analysis, and Retrieval), which enabled public companies to submit their financial reports electronically and provided public investors with online access to these filings.
Today, we can easily find all public companies' filings through EDGAR by entering the company name or ticker in the search bar. But it can be confusing at first with all the different forms listed on EDGAR. Don't worry! I've got you covered with a quick guide to some of the most common forms and what they mean.
- Form 10-K: An annual report which includes audited financial statements, MD&A (management’s discussion and analysis), and other disclosures, etc.
- Form 10-Q: A quarterly report which includes unaudited financial statements, MD&A, and other disclosures, etc.
- Form 8-K: A report to disclose significant events or material corporate changes.
- Form 4: A form for insiders to report any changes in their ownership of the company's stock.
- Proxy Statement/Form DEF 14A: A form filed before shareholder meetings, which provides information about the proposals to be voted on, including the election of directors, executive compensation, and other corporate governance matters.
- S-8: A form to register securities offered to employees under employee benefit plans.
- SC 13G: A form used to report the acquisition of beneficial ownership of more than 5% of a publicly traded company's stock, without the intention of taking an active role in managing or influencing the company.
- SC 13D: A form used to report the acquisition of beneficial ownership of more than 5% of a publicly traded company's stock, with the intent of taking an active role in managing the company or influencing its operations.
- Form S-1: Registration statement filed by companies that want to go public, providing information about the company's business, financials, etc.
- Form S-3: Registration statement filed by companies that have already gone public and want to raise additional capital by selling securities.
- Form 13F: Report filed by institutional investment managers that discloses their holdings of securities and other assets, including stocks, bonds, and derivatives.
- Form 144: Report filed by insiders who want to sell restricted securities, providing details about the sale and demonstrating compliance with SEC rules.
The forms listed above are some of the most frequently used by public companies to meet the SEC's rigorous filing requirements. These filings help to ensure transparency and accountability, while also providing important information to investors. By staying on top of these filings, companies can build trust with stakeholders and foster a culture of compliance. I hope that this information has been helpful to you in navigating the world of SEC filings.