Glossary

What is SEC Form 10-K?

SEC Form 10-K is a report that public companies are required to file annually after the fourth fiscal quarter with the SEC. In accordance with the Securities Exchange Act of 1934, SEC Form 10-K needs to be filed with the SEC within a certain amount of time after the end of the fiscal year based on the company’s filer status: 60 days for Large Accelerated filers, 75 days for Accelerated filers and 90 days for all other filers.

Similar to the annual report, SEC Form 10-K provides investors with a comprehensive view of the company’s financial position and additional business disclosures, such as key operational details, market risks and corporate governance. All Form 10-Ks filed with the SEC are also publicly available on the SEC’s EDGAR online filing system. For support and additional information, explore our SEC reporting solutions.

What is SEC Form 10-Q?

SEC Form 10-Q is a performance report that public companies are required to file with the SEC on a quarterly basis for the first three quarters of the fiscal year. In accordance with the Securities Exchange Act of 1934, it provides investors with an ongoing, comprehensive view of a company’s financial position during the year, including unaudited financial statements. Each quarterly report generally compares the prior quarter to the current one, and the same quarter last year to the current one.

A company’s Form 10-Q must also be provided to any shareholder upon request, though are usually made available on the website. All Form 10-Qs filed with the SEC are also publicly available on the SEC’s EDGAR online filing system. For support and additional information, explore our SEC reporting solutions.

What is SEC Form 12b-25?

Also known as the Notification of Late Filing, SEC Form 12b-25 is filed with the SEC by a company that determines it is unable to file a required periodic report when it is due without unreasonable effort or expense for SEC Form 10-K, 20-F, 11-K, N-SAR, N-CSR, 10-Q or 10-D. This filing is intended to circumvent penalties associated with the failure to file these types of required forms in a timely manner.

A company filing SEC Form 12b-25 must include information on why they are submitting a late filing as well as expectations for any significant events or changes that might set it apart from the prior year’s filing. Once Form 12b-25 is filed, a company is still considered EDGAR compliant as long as the document being filed late, is filed within five calendar days for a 10-Q or 10-D and 15 calendar days for all other form types, from the original due date. Form 12b-25 is displayed publicly using the SEC’s EDGAR computer system for the receipt, acceptance, review and dissemination of documents submitted in electronic format to the SEC.

A company filing Form 12b-25 would file under the respective NT Submission Form Type (NT 10-K, NT 20-F, NT 11-K, NT NSAR, NT NCSR, NT 10-Q or NT 10-D). For support and additional information, explore our SEC reporting solutions.

What is SEC Form 13H?

SEC Form 13H is used by large traders to register with the SEC in accordance with the requirements set forth in Section 13(h) of the Securities Exchange Act of 1934. This reporting form is a means by which the SEC can identify traders dealing in a sizeable amount of trading activity, collect information on as well as analyze their trading activity.

The SEC Division of Trading and Markets instituted large trader reporting with the development of trading technology that allowed for the speedy execution of a high volume of trading. A large trader is defined as a person, including a firm or individual, whose transactions in National Market System (NMS) securities equal or exceed two million shares or $20 million during any calendar day, or 20 million shares or $200 million during any calendar month.

An NMS security is any security or class of securities for which transaction reports are collected, processed and made available pursuant to an effective transaction reporting plan, or an effective national market system plan for reporting transactions in listed options. This typically includes any security or class of securities listed on national exchanges or traded through NASDAQ.

Large traders are required to submit an initial filing on Form 13H within 10 days after the large trader effects aggregate transactions equal to or greater than the identifying activity level. They will then receive a large trader identification number that must be shared with all U.S. registered broker-dealers effecting transactions on their behalf. Following the initial filing, large traders must make an annual filing on SEC Form 13H-A within 45 days from the end of each calendar year. Filers must amend their annual filings on a quarterly basis on Form 13H-Q if there are any material changes.

Large traders must file Form 13H-I to make their status as a large trader inactive, or file Form 13H-T in order to terminate their filing requirements.

SEC Form 13H is filed via the EDGAR computer system for the receipt, acceptance, review and dissemination of documents submitted in electronic format to the SEC. As these filings typically contain confidential information, they are not made publicly available. For support and additional information, explore our SEC reporting solutions.

What is SEC Form 20-F?

SEC Form 20-F is the primary disclosure document required of foreign private issuers listing equity shares on exchanges in the United States. Form 20-F is most often filed with the SEC as an annual report but is also used to register classes of securities. Companies with fewer than 50% of its voting shares held by U.S. investors can file this form.

Under the Securities Exchange Act of 1943, Form 20-F is meant to help standardize reporting requirements so investors can evaluate foreign-based companies’ equities alongside U.S.-based companies’ equities. Accordingly, Form 20-F disclosures are very similar to those required of U.S. issuers, reporting information such as key operational details, market risks, corporate governance and financial statements.

However, there are two main differences. First, if a foreign private issuer prepares financial statements in accordance with home-country accounting standards or, not to IASB (International Accounting Standards Board) and IFRS (International Accounting Standards Board International Financial Reporting Standards), foreign private issuer must also furnish reconciliation with US GAAP (Generally Accepted Accounting Principles). Second, foreign private issuers are allowed to disclose executive compensation in aggregate and are not required to provide a Compensation Discussion & Analysis.

Form 20-F is filed and displayed publicly on the SEC’s EDGAR system. For support and additional information, explore our SEC reporting solutions.

What is SEC Form 40-F?

SEC Form 40-F, also known as the Registration and Annual Report for Canadian Securities Form, is a filing with the SEC used by Canadian companies that want to offer their securities to United States investors.

In addition to being used to register Canadian securities in the United States, Form 40-F provides investors with valuable insight into the Canadian companies offering them. After the first filing with the SEC, the form is thereafter used by Canadian companies to provide their annual report. The form not only supplies standard information about the security and the company, it also gives the domestic and Canadian contact information for the securities issuer.

Form 40-F may be used by a company that’s incorporated or organized in Canada, is a foreign private issuer or crown corporation, has been subject to reporting to any Canadian regulatory authority for at least 12 months, and possesses outstanding equity shares valued at $75 million or more, or a Form F-9 filed with the SEC on or before Dec. 30, 2012.

Once filed, Form 40-F is accessible to public scrutiny on the SEC’s EDGAR computer system for the receipt, acceptance, review and dissemination of documents submitted in electronic format to the SEC. For support and additional information, explore our SEC reporting solutions.

What is SEC Form 6-K?

SEC Form 6-K is submitted by specific foreign private issuers to the SEC to keep investors aware of information the issuers distribute outside of the United States.

The only SEC submission required of foreign issuers outside of annual reports, the Form 6-K or Exchange Act Form, aims to ensure cross-border transparency of information and investor protection. Form 6-K is used to report any material information that a foreign issuer makes public in its home country, files publicly with its home country stock exchange, or distributes to its security holders.

Form 6-K also serves as a means of reporting any other significant information arising between annual reports and often includes copies of the foreign issuer’s latest financial reports, like income statements, cash-flow statements and balance sheets.

Foreign issuers submit Form 6-K to the SEC electronically. Once filed, it’s displayed publicly using the EDGAR computer system for the receipt, acceptance, review and dissemination of documents submitted in electronic format to the SEC. A record that shows “6-K/A” is an amended Form 6-K, submitted when material information has changed. For support and additional information, explore our SEC Reporting solutions.

What is SEC Form 8-K?

Whenever a U.S. public company experiences any event of importance to shareholders or the SEC, whether a major material event or significant corporate change, Form 8-K must be filed with the SEC within four business days. The form gives the name and description of the events and includes relevant exhibits, like press releases, financial statements and data tables. It serves as an update to Form 10-Q quarterly reports and Form 10-K annual reports that the company already has on file with the SEC.

In compliance with the Securities Exchange Act of 1934, Form 8-K announces events — like an acquisition, bankruptcy, removal of a director or change in the fiscal year — on a current, as-needed basis. The wide variety of events that warrant filing the form can be related to a company’s business and operations, accounting and finances, market performance and activities, corporate leadership, asset-backed securities, regulation fair disclosure (FD) and other areas of interest.

Form 8-K filings are displayed publicly on the EDGAR computer system for the receipt, acceptance, review and dissemination of documents submitted in electronic format to the SEC. Most large companies also make their Form 8-Ks available on their own websites, in the Investor Relations or similarly titled section. For support and additional information, explore our SEC reporting solutions.

What is SEC Form D?

SEC Form D, also known as Reg Dex or Reg D, is required for companies and funds offering and selling securities without registration under the Securities Act of 1933 in reliance on an exemption provided in Regulation D or Section 4(a)(5). The form must be filed within 15 days after the first sale of securities.

Form D comprises brief information about the company, its executive officers and stock promoters, the amount and value of the securities sold and the date of first sale. The form is intended to prevent fraud in the sale of the offered securities by requiring significant information on those securities be made easily accessible to investors.

A number of Form D filings are made by startups raising capital through venture capital and angel investors as well as certain pooled investment funds.

Form D is filed in XML format and must be filed using the SEC’s EDGAR (Electronic Data Gathering, Analysis, and Retrieval) computer system for the receipt, acceptance, review and dissemination of documents submitted in electronic format to the Commission. For support and additional information, explore our Section 16 Filing Solutions.