Companies looking to expand or grow their business will often make shares available to public investors. The shares represent ownership in the business and allow the general public to participate in the benefits generated by the company. The Securities and Exchange Commission (“SEC”) requires companies that issue shares publicly to submit reports, which ensures the general public is informed of the financial health of the company. Among these reports include the following:
Form 10-k provides details concerning the company’s business and financial strength, and supports these claims with audited financial statements. The report is made annually by the issuer of the securities following the end of the issuer’s fiscal year. However, if the issuer is a large accelerated filer, meaning a public company that has an aggregate worldwide market value of all voting and non-voting of at least $700 million; accelerated filer, which applies to companies that have an aggregate worldwide market value of more than $75 million but less than $700 million; or a non-accelerated filer, which applies to public companies that have an aggregate worldwide market value of less than $75 million, the due date for the Form 10-K will be due 60, 75, or 90 days following the end of the issuer’s fiscal year, respectively.
The issuer files the Form 10-Q three times year, once per fiscal quarter unless it is the issuer’s final fiscal quarter. The last quarter of the fiscal year is reported on Form 10-K, which also reports on the year as a whole. Unlike to Form 10-K, however, the deadline for Form 10-Q filings are not determined by the aggregate worldwide market value of the issuer’s shares, and each quarterly report is due 40 days following each fiscal quarter.
The issuer uses Form 8-K to inform the market of certain material corporate events. Where Form 10-Q and 10-K are used to keep the market informed on a routine quarterly and annual basis, Form 8-K requires issuers to provide updates to the market between these regular reports. Form 8-K provides general sections which trigger a filing obligation, including: entering into or terminating a material agreement; selling or acquiring a significant amount of assets; modification to the rights of security holders; sales of unregistered securities; changes in accountants; changes of control; appointment or departure of principal officers or directors, and many others. For the majority of the events covered by Form 8-K, the filing deadline is four business days following the triggering event.
Section 16 (Forms 3,4, and 5)
Section 16 of the Securities Exchange Act of 1934 (“34 Act”) provides rules for “corporate insiders.” This term describes both people and entities, and can be applied to the issuer’s directors, officers, and beneficial owners who own more than ten percent of the issued shares. This section provides a limitation on profits, which requires any person covered by Section 16 to pay the company any profits earned by making any purchase and sale of the issuer’s shares within six months of each other. Section 16 requires corporate insiders to submit Forms 3, 4, and 5, so the activity of these individuals is easily tracked. Form 3 (Initial Statement of Beneficial Ownership of Securities) requires corporate insiders to be identified, and is due within ten days of the person or entity becoming an officer, director, or beneficial owner; Form 4 (Statement of Changes of Beneficial Ownership of Securities) is used to disclose changes in the ownership of the shares, and is due within two days following the change; and Form 5 (Annual Statement of Beneficial Ownership of Securities) requires a report of all transactions that should have been reported on Form 4 or met a the requirements to defer reporting, and is due 45 days following the issuer’s fiscal year.
Section 13 (Schedule 13D and 13G)
Similar to Section 16 of the 34 Act, Section 13 provides rules for specific persons. Here, people and entities who are “beneficial owners,” which means they directly or indirectly own more than 5 percent of a class of security registered under Section 12 of the 34 Act or would own more than 5 percent of the same class of security following a purchase, are required to submit Schedule 13D or 13G. Schedule 13D identifies beneficial owners and is due within ten days following the purchase. Schedule 13G is similar to 13D, as both forms are used to report holdings of more than 5 percent, however 13G is shorter than 13D, requires the owner to hold between 5 and twenty percent of the securities, and must be filed with 10 days following the purchase. Owners of more than twenty percent of the securities are precluded from filing a Schedule 13G, and must submit a Schedule 13D.
In addition to these reports, the SEC will require issuers to submit annual reports, which provides more detail than the Form 10-K; general incorporations by reference, which allows the issuer choose disclosure methods for certain information concerning the Form 10-K and proxy statements; and stock exchange rules, which include the specific exchange rules concerning corporate governance standards and practices where the issuers shares are available to purchase.
The information contained in this post is for general information and educational purposes only. The application and impact of laws can vary widely based on the specific facts involved. Given the changing nature of laws, rules and regulations, and the inherent hazards of electronic communication, there may be delays, omissions or inaccuracies in information contained in this publication. Accordingly, the information on this post is provided with the understanding that the author and publishers are not herein engaged in rendering legal, accounting, tax, or other professional advice and services. As such, it should not be used as a substitute for consultation with professional accounting, tax, legal or other competent advisers. Before making any decision or taking any action, you should consult a professional.