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What is a 10-K?

Form 10-K is an annual report filed by reporting companies with the Securities and Exchange Commission (“SEC”). This report includes critical details about a company’s financial performance over the course of the fiscal year. A 10-K provides investors with the insight they need to make informed decisions before buying or selling shares. The filing also highlights potential investment risks.

What Companies Are Required to File a 10-K?

Companies that are required to file periodic reports with the SEC, pursuant to Section 12, 13, or 15(d) of the Securities Exchange Act of 1934. These companies are called “reporting companies.” These reporting companies may be traded on a “listed” exchange like the NASDAQ or the New York Stock Exchange on a public quotation system such as OTC Markets.  These companies can be registered and not traded. A reporting company is required to file the annual Form 10-K and the quarterly Form 10-Q on an ongoing basis to disclose data about their financial condition and performance.

What Information Does a 10-K Include?

The 10-K is a valuable tool used by investors and prospective investors to learn about a company’s operations and financial health.  The report includes a wide range of information and financial data. These reports can be extremely complex.  10-Ks include comprehensive details about the company’s history, ownership, organizational structure, accounting policies, executive compensation, earnings per share, subsidiaries, and financial risks.

Four main sections comprise Form 10-K. Some of the information that must be disclosed includes the following:

  • Business — Publicly traded companies must provide a description of their business, the products or services it offers, any subsidiaries owned, and the market in which it operates. This section can also cover recent events at the company, competition, special issues, and seasonal factors.
  • Risk factors — In the 10-K, the company must disclose the most significant risks that apply to it and its securities. Rather than focusing on the measures taken to address the risks, this section highlights the risks themselves, whether they apply to the entire economy or are specific to the company.
  • Management discussion and analysis — Sometimes referred to as MD&A, this section provides the company’s perspective on its financial condition and business results of the prior fiscal year. The MD & A includes information about the company’s liquidity, capital resources, uncertainties that could affect the company’s results, and measures the issuer is taking to address business risks. The analysis also allows the company to discuss accounting judgments and material changes in results compared with previous years. 
  • Financial statements and supplementary data — This section requires the company’s audited financial statements, including income statements, shareholder equity statements, and balance sheets.  This section is accompanied by a set of notes to the financial statements.  The notes are where the quantitative financial statements are given qualitative context.
  • Exhibits and financial statement schedules — Numerous financial statements and exhibits are required to be filed with the 10-K. Exhibits can include the company’s bylaws, copies of its material contracts, and a listing of subsidiaries.  

The SEC requires that a 10-K be signed by the company’s principal executive officer, accounting officer, and financial officer — as well as a majority of the board. The 10-K must also include letters signed by the CEO and CFO attesting under oath that the company’s books are accurate, to their knowledge.

What is the Filing Deadline for a 10-K?

The filing deadline for a 10-K can vary, depending on the company’s size. A Form 10-K must be filed within 90 days of the end of the fiscal year for non-accelerated filers with a public float of less than $75 million. Large accelerated filers with a public float of $700 million or more have 60 days to file, while accelerated filers with between $75 million and $700 million must file within 75 days. Failure to timely file can result in severe consequences, such as a Section 12(k) suspension or a Section 12(j) revocation of registration.

Contact an Experienced New York Business Attorney to Learn More

If you have been wondering “what is a 10-K?” and whether your company is required to file one, it’s imperative to contact a knowledgeable business attorney who can advise you regarding corporate and securities compliance matters. Brinen & Associates is dedicated to assisting clients with filing 10-Ks and ensuring they remain compliant with the SEC’s regulations. 

Call (212) 330-8151 or contact us to learn how we can help.



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