The Securities and Exchange Commission (SEC) plays an essential role in regulating public companies. This government agency requires organizations to disclose financial information in SEC filings to help prevent fraud and stock manipulation. By verifying financial statements, reports and other documents, the SEC ensures compliance with all regulations. 

There are a multitude of SEC forms a business may need to file based on their infrastructure, whether they plan to provide stock offerings, if involved in a merger or acquisition and performing other business dealings.

What is an SEC Filing?

An SEC filing consists of forms submitted by businesses that contain vital financial information regarding their public company. Once these forms are verified to meet SEC standards, they are made public. This transparency allows investors to review a company’s history and financial condition, which helps them make informed decisions..

Public companies, broker-dealers and specific company insiders are required to report their financial statements and disclosures to the SEC. Submitting an SEC filing involves several steps: 

  • Decide which form(s) your company needs to file
  • Fill out the chosen form(s)
  • Attach the required financial documents
  • Submit the forms through the mail or electronically through the EDGAR filing portal.

Common Types of SEC Filings

Public companies generally submit various SEC filings, which serve multiple purposes:

  • Providing a view into the company’s financial health
  • Announcing plans to offer securities
  • Disclosing major events such as executive appointments or departures, asset acquisitions or dispositions, or bankruptcy proceedings

Other important SEC filings may provide information about company ownership, including:

  • Details about major shareholders and their ownership percentages
  • The number of voting shares held by owners
  • Information about the sale of company stock

These different types of filings help provide a more comprehensive picture of a company’s operations, as well as potential risks or opportunities.

Key SEC Forms, Explained

Form 10-K: The Annual Report

Form 10-K provides a comprehensive overview of a company’s operations and financial condition. This annual report contains the business description, financial data, management’s discussion and analysis (MD&A) and financial statements. It’s a comprehensive summary of the company’s performance for the entire year, and it’s usually submitted 90 days after the end of the fiscal year.

Form 10-Q: The Quarterly Update

Similar to Form 10-K, Form 10-Q shows a company’s financial condition, but on a quarterly basis. This truncated version of the 10-K filing must be submitted within 40 days of the end of each of the first three quarters of the fiscal year. It offers unaudited financial statements, points of interest and notes any financial abnormalities.

Form 8-K: Current Reports

Form 8-K is used by a company to announce major events to shareholders. These events could include financial changes in the fiscal year, resignations or appointments of directors, acquisitions or bankruptcies. Public companies are required to submit the 8-K with the SEC within four days of the event occurring. FIlings often include press releases or data tables as supporting documentation.

Form S-1: Initial Public Offering Registration

When a company decides to go public, they use Form S-1 as their initial registration. This registration is required before securities can be offered on stock exchanges. The S-1 requires a company to provide its business model, intended use of proceeds, risk factors and detailed financials.

Form S-3: Simplified Registration

Form S-3 is a simplified registration process for securities offerings that is available to public companies that meet certain criteria, such as dividend and debt requirements. This form enables companies to disclose company and stock information prior to issuing an IPO, potentially saving time and costs  compared to filing Form S-1.

Proxy Statement (DEF 14A)

A proxy statement is a document provided to shareholders to help them make informed decisions on matters that are brought up at annual or special meetings. It may include important details such as executive compensation and proposals for shareholder voting. A company must file this form with the SEC before it can request a shareholder vote.

Other Important SEC Forms

Form 4: Changes in Beneficial Ownership

Form 4 is used to identify changes in beneficial ownership. Corporate insiders (directors and officers) who own 10% or more of a company’s stock must file this form to provide relevant information about the securities that they own. It has to be filed within two days of the material transaction taking place.

Schedule 13D and 13G: Significant Ownership Changes

Schedule 13D is a statement that must be filed by anyone who acquires more than 5% of a company’s stock. Schedule 13G is a short form alternative for those who have limited or passive income intent. These forms require basic information about the acquirer and must be filed within 10 days of reaching 5% stock ownership.

Form 144: Proposed Sale of Securities

Form 144 serves as a notice of the proposed sale of securities, specifically for restricted stock that was acquired by insiders outside of public offerings. It must be filed when intending to sell more than 5,000 or $50,000 worth of  securities within any three-month period. 

The Value of SEC Filings: Beyond Compliance

SEC filings are crucial tools for both investors and public companies. For investors, these documents enable thorough due diligence, which helps to identify potential risks and opportunities before making investment decisions. Meanwhile, accurate and timely disclosures by a company demonstrates regulatory compliance and operational transparency, which fosters investor trust and potentially improves access to capital.

As SEC reporting requirements evolve due to legislation or emerging cyber security threats, it’s essential to stay up to date. Whether your company is preparing to go public or is an already established public entity, mastering SEC filings is key to success in the market. 

At Paro, we offer SEC consulting for public companies and those planning to go public. Our fractional CFOs have extensive experience in this sector and can guide you through the complexities of SEC filing so you can make informed business decisions and stay compliant. Schedule a free consultation to learn how our finance experts can support your compliance needs.