SEC Filings | Types & Forms All Analyst Must Know!

SEC Filings | Types and Forms All Analyst Must Know! – U.S is one of the most developed financial markets all over the world and one of the primary reason for this is the kind of transparency it has provided to investors. The government provides investors a clear view of the company’s performance, history, eye into the future and the current progress by means of defined regulatory filings. These filings are provided by the companies to the SEC. These filings include registration statements, formal periodic reports and other forms. In this article we will explore the different types of SEC filings and the kind of information each on them provides.

Why SEC Filings are important?


  • It is imperative to understand that SEC is a regulatory watchdog which is created for investor’s benefit.
  • It collects all the documents which details out the financial and operational health of the companies which have stock owned and traded by the public.
  • The SEC checks the quality of the information provided and has rights to probe the companies in case certain information is not clearly provided. Investors use these filings to make assessment of the company’s performance.
  • This is the prime reason why the reported information becomes very important. In the next section we will discuss different types of filings.

Different types of SEC filings


sec-filingsThere are different types of filings. Some of the most important ones have been discussed here.

  1. Registration Statements
  2. 10K Reports
  3. 10Q Reports
  4. 8K Reports
  5. Schedule 13D
  6. Proxy Statements
  7. Form 3, 4 and 5

#1 – Registration Statements


These statements are primarily are of two types:

#1 – “Offering” registrations filed under the Securities Act of 1933:

This statements is used to register securities before they are offered to larger audience like investors. It has two parts, one of which is preliminary prospectus and the second one contains certain information which is not required to be filed with prospectus. The statements vary in purpose and the content depending upon the kind of organization which is issuing stock. In case a corporate initiate an ‘’offering’’ statement, it is evaluated by SEC. If SEC require any changes in the document the same is informed to the corporate. Post that the document is made available to the investors so that the sale of security can be initiated.

s1-filing-box-1source: Box S1 Filing

The front page contains the name of the company along with the Key Management like the CEO, COO and CFO

s1-filing-box-2source: Box S1 Filing

Additionally on the front page, you will find details of the IPO offering or the amount the company is looking to raise. In this case, Box wanted to raise $250 million.

s1-filing-box-3source: Box S1 Filing

Another important aspect of the S1 filing is that they provide details of how the proceeds will be used. This is very important for the investor. As you can see above, Box plans to use the proceeds for corporate purposes including the working capital, operating expense and capital expenditure.

s1-filing-box-4source: Box S1 Filing

There are many other important information in the S1 filing like the discussion on total dilution, management discussion and analysis of financial conditions and results, description of shares and capital stock, and whether the shares are eligible for future sales.

Infact I feel all sections are very important. One section you must read through multiple times i the “Risk Factors” as they provide lot of detail about the business and it’s uncertainties associated with the business.

If you want to learn how to analyze the registration S1 filing in detail, do have a look at these two posts –

#2 – “Trading” registrations filed under the Securities Exchange Act of 1934:

This statements are filed to allow trading among investors on a securities exchange or in the Over- the-Counter (OTC) market.

#2 – 10K Report


The 10-K report is an annual filing which a company needs to file within 90 days of the end of their fiscal year. It provides investors and stakeholders comprehensive analysis of the company. The disclosures in 10-K are made under 14 different reporting items in four different parts. Each of the parts and subsequent items are detailed out below.

Part I

Item 1: This is the business section of the company, where details like principal products & services offered, markets, distribution method, competitive factors, availability of raw materials, impact of compliance, franchises, patents, licenses etc are provided.

colgate-sec-filing-10k-report-1source: Colgate

Item 2: This is the property section of the company, where details like location of principal manufacturing plant and other important properties are provided.

colgate-sec-filing-10k-report-2source: Colgate

Item 3: This is the legal proceedings section of the company, it provides brief description of material legal proceedings which are pending.

colgate-sec-filing-10k-report-3source: Colgate

Item 4: This is the section which discloses what all matters went to vote of security holders. It provides all information related to meeting of shareholders.

Part II

Item 5: This section includes details about the principal market in which the securities are traded. It contains details about share prices, dividends paid.

colgate-sec-filing-10k-report-5source: Colgate

Item 6: This section contains information related to five-year selected financial data. It contains detailed related to net sales, operating revenue, income or loss etc.

Item 7: This is the management discussion and analysis section of the company. Here the company indicates information related to liquidity, capital resources, favorable and unfavorable market trends etc. This section helps you idenfiying answers to financial analysis

colgate-sec-filing-10k-report-7source: Colgate

Item 8: This is the financial statement and supplementary data section of the company. In this section company reports two year audited balance sheets and three year audited income and cash flow statement.

colgate-sec-filing-10k-report-8source: Colgate

Item 9: This section is related to accountants and any kind of changes in the same. It also highlights the disagreements if any.

Part III

Item 10: This section contains information related to Directors and Executive officers. It provides details like name, term of office and background information of Directors and Executive officers.

Item 11: This section contains information related to remuneration of Directors and officers.

Item 12: This section contains information related to Security Ownership of Certain Beneficial Owners and Management. This helps investors in gauging the ownership pattern of the company which is one of the important criteria while making investment decision.

Item 13: This section contains information related to Certain Relationships and Related Transactions which company enters into.

Part IV

Item 14: This section contains information related to Exhibits, Financial Statement Schedules.

10-K is one of the most important filings for a company and all stakeholders look forward to it. Some of the most important sections which analysts follow in great details are business overview, management discussion & analysis, financial statements, legal proceedings etc. For an investor it is very important to understand that these financial statements act as an interface to know more about the company. If the business is qualified as small business then the company need to file 10-KSB.

#3 – 10Q Reports


The 10-Q report is a quarterly filing which a company needs to file within 45 days of the end of their quarterly reporting period. One of the major differences with the 10-K is the fact that here the financial statements are unaudited and information provided is less detailed. This provides an investor a continued view of the entity. The disclosures in 10-Q are made under 8 different reporting items under two different parts. Each of the parts and the subsequent items are detailed out below.

Part I

Item 1: This section contains information related to Quarterly Financial Statements.

colgate-sec-filing-10q-report-1source: Colgate

Item 2: This is the management discussion and analysis section of the company. It includes discussion on the operational performance during the quarter vis-à-vis performance in the previous quarters.

colgate-sec-filing-10q-report-2source: Colgate

Part II

Item 3: This is the legal proceedings section of the company, it provides brief description of material legal proceedings which are pending.

Item 4: This is the Changes in Securities of the company. It reports any material changes in the right of holders across different classes of the registered security.

Item 5: This section contains information related to default upon senior securities. From the credit perspective this is one of the most important section as it highlights all cases of material defaults.

Item 6: This is the section which discloses what all matters went to vote of security holders. It provides all information related to meeting of shareholders.

Item 7: This is the section which discloses other materially important events. It contains all information which are materially important but are not finding any other head for reporting.

Item 8: This section contains information related to exhibits and corporate changes which happened and are reported during the quarter.

It is very important to note that in the continuum of the business, a lot of changes can happen during the quarter. This is the reason 10-Q is one of the important filings which companies file with the SEC. If the business is qualified as small business then the company need to file 10-QSB.

#4 – 8K Report


8-K filing is used to regularly inform investors about the happenings in the business. Most of the developments which happen in the business are generally ascribed in 10K or 10Q. However in case some of the developments don’t make it those filings in time, then they are released by means of 8-K. It is important to note understand that this release is unscheduled and can happen anytime during the course of the business. Some of the events which can lead to the filing of 8-K are:

  • Bankruptcy information
  • Material impairment performed by the company
  • Completion of merger or acquisition
  • Disposition of various assets of the company
  • Departures or appointments of executives in the company
  • Change in Fiscal year
  • Changes in control or registrant of the company

Please note that the list is just indicative and not exhaustive, any information which is materially important to the investor need to be released in the form of 8-K.

colgate-sec-filing-8k-reportsource: Colgate

#5 – Schedule 13D


This filing is like an acquisition statement highlighting the details of the event. This filing is required to be filed by equity owners who have more than 5% equity shares within 10 days of an acquisition event. The disclosures in Schedule 13D are made under 7 different reporting items. Each of the items are detailed out below:

  • Item 1: Security and the issuer details
  • Item 2: Background and identity of the person who is filing this statement. It helps in identifying the equity owner
  • Item 3: Consideration details like source and the amount of funds which is involved in the transaction
  • Item 4: This item details out the actual purpose of the transaction
  • Item 5: This item details out interest in securities of the issuer
  • Item 6: It details out contracts and agreements if any which is involved in the transaction
  • Item 7: This is the exhibit section which generally includes the acquisition agreement, financing arrangements and contract details
  • schedule-13d
  • source: streetinsider

#6 – Proxy Statement


Proxy statement is an official notification to designated class of shareholders stating what all maters will be coming to vote for the shareholders. This needs to be filed before the solicitation of the shareholder vote for any matter ranging from election of directors to approval of different kinds of corporate actions.

colgate-proxysource: Colgate

#7 – Form 3, 4 and 5


In these forms investors tend to look out for how ownership and purchases of shares are taking place within the executives of the company. Each of these forms has specific function which is discussed below.

Form 3

It is the initial filing which tells all the ownership amounts

colgate-form-3

Form 4:

This form is used to identify changes in the ownership structure in the company. A Form 4 must be filed by the 10th day of the following month of the transaction.

colgate-form-4

Form 5:

Form 5 is an annual summary of Form 4 and includes all information which has been disclosed by the company using Form 4. It helps investor get in one snapshot a gauge of what all has been the trend in the ownership during a particular year.

colgate-form-5

Conclusion


We have discussed all major filings which are filed by a company with the SEC. However let us caution investor that the list is highly representative but not exhaustive.

  • There are some filings which are filed in special cases and are important to particular event. If an investor intend to understand company information it involves taking an extra step and learning the art of reading between the lines. T
  • here are cases when some of the major red-flags are part of footnotes in the filings.
  • The SEC filings is regulatory mechanism to keep information symmetry between the stakeholders and the investor community at large.
  • These filings help investors take informed decisions when they intend to buy or sell securities. These filings provide ample amount of information about the company.
  • It can help investors to learn about the industry in which the company operating, strategies adopted by the company in the market and what has been the financial achievement of the company.
  • All these set of information together intends to provide public at large information which is highly critical while making an investment decision.

The exhaustive list of all the SEC forms can be found at here. Please go ahead, do some reading, learn about the companies and analyze the Financial Statements like a pro!

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