When Are 10-Ks Due? SEC Filing Deadlines Explained

Form 10-K is an annual report mandated by the U.S. Securities and Exchange Commission (SEC). It provides a detailed overview of a company’s financial performance and condition, offering comprehensive insights into its operations over the past fiscal year. This regulatory filing ensures transparency in financial markets, making vital company information accessible to investors and the public.

What is Form 10-K

Form 10-K is a comprehensive annual report publicly traded companies must file with the SEC. It provides a detailed summary of a company’s financial performance, operational activities, and potential business risks from the preceding fiscal year. This filing is distinct from the annual report to shareholders.

The 10-K’s primary purpose is to ensure transparency and provide investors with information for informed decisions. It includes audited financial statements (balance sheet, income statement, and cash flow statement), a discussion and analysis by management (MD&A) of the company’s financial condition and results of operations, and a description of the company’s business and risk factors. All U.S. public companies meeting specific SEC criteria are mandated to file this report.

Determining the Filing Deadline

The deadline for filing Form 10-K depends on a company’s “filer status,” determined by its public float. Public float refers to the aggregate market value of a company’s common shares held by non-affiliates. This calculation is typically performed as of the last business day of the company’s most recently completed second fiscal quarter.

Large Accelerated Filers, which are companies with a public float of $700 million or more, must file their Form 10-K within 60 days after their fiscal year-end. These companies are generally larger entities with significant market capitalization. The shorter deadline reflects their greater resources and the market’s demand for timely information from such substantial entities.

Accelerated Filers are defined as companies with a public float of $75 million or more but less than $700 million. These companies are required to submit their 10-K within 75 days following their fiscal year-end. Companies must have been subject to SEC reporting requirements for at least 12 calendar months and have filed at least one annual report to qualify as an accelerated filer.

Companies that do not meet the criteria for large accelerated or accelerated filers are categorized as Non-Accelerated Filers. This category includes companies with a public float of less than $75 million. Non-Accelerated Filers are granted a longer period, 90 days after their fiscal year-end, to file their annual report.

Smaller Reporting Companies (SRCs) have specific thresholds that allow for scaled disclosure requirements. An SRC is generally defined as a company with a public float of less than $250 million or, alternatively, less than $100 million in annual revenues and either no public float or a public float of less than $700 million. While their filing deadlines align with non-accelerated filers, they benefit from certain accommodations in the level of detail required in their disclosures.

How to Find 10-K Filings

All Form 10-K filings are publicly accessible through the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) database. This online system is the official repository for documents public companies submit to the SEC. To locate a specific company’s 10-K, visit the EDGAR website and use the “Company Search” function.

Users can search for filings by entering a company’s name or ticker symbol. Filter results by “Filing Type” and “10-K” to find annual reports. Companies often link to their 10-Ks in the investor relations section of their websites.