SEC Filings Definitions
- Form 10-K is filed once a year after the end of the fiscal year. It starts with a brief overview of the company, the company's products, an analysis of the company's competition and other noteworthy developments within the company. The 10-K then provides the company's financial statements, which have been independently audited and include the income statement, balance sheet and statement of cash flows. The 10-K typically contains three years of financial statement data.
Form 10-Q is very similar to the 10-K, but instead of being filed at the end of the fiscal year, it is filed at the end of every quarter. The financial statements provided in the 10-Q contain the financial results for the completed quarter. - Form 8-K must be filed whenever a major event affects the company. For example, the company would need to file an 8-K if a major competitor were purchased, bankruptcy were declared, or the stock were delisted by the stock exchange. Any significant event that may impact a shareholder must be disclosed in an 8-K filing.
- Prior to a shareholder meeting, the company must send out a proxy statement to all shareholders. The proxy statement explains all of the issues that will be voted on during the board meeting. The proxy statement allows shareholders to become familiar with and research the issues before voting. Proxy statements must be filed with the Securities and Exchange Commission.
- The company must file Form 144 with the SEC if a corporate insider sells more than 500 shares of the company or shares worth more than $10,000. Corporate insiders include the top management of the company and the members of the board of directors. Investors are interested in the sale of stock by an insider because it may point to an insider's lack of confidence in the future success of the company.
- If a single individual or an organized group of investors obtains more than 5 percent of the company's shares, then a Schedule 13D must be filed with the SEC. Schedule 13D alerts the investing public that the company has a new shareholder that controls a large percentage of the company stock and voting rights. This form not only lists the name of the shareholder, but also the shareholder's address and contact information.
Forms 10-K and 10-Q
Form 8-K
Proxy Statement
Form 144
Schedule 13D
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