SEC Filings Explained
What are SEC filings?
SEC filings are reports that public companies and their insiders must send to the Securities and Exchange Commission. Each form covers a different subject: an 8-K reports one material event, a 10-Q and a 10-K report financial results, and a Form 4 reports a trade by an officer or a director. The law sets a deadline for each form and holds the filer responsible for the accuracy of the contents. Every filing goes into EDGAR, the free public database of the SEC.
Educational Content: This page explains SEC filing rules and form types. It is not investment advice or a recommendation to buy or sell securities. All trading involves risk.
Why the filings matter
A filing carries legal responsibility. A company that makes a false statement in a filing faces fines, private lawsuits, and criminal charges. A press release, an analyst note, and a social media post carry no such duty.
A filing has a fixed deadline. You know when the report must arrive, so you can look for it.
A filing is a primary source. Most news articles about a company describe a filing. The filing itself holds the numbers and the exact terms.
The main form types
8-K — current report
An 8-K reports one material event, such as an earnings release, a major contract, an officer change, or a delisting notice. The deadline is 4 business days after the event for most items.
Read Understanding 8-K Filings for the structure, and 8-K Item Numbers for the item codes. To read the filings for one company, open its history page, such as /8k/msft/. The full list of covered companies sits at /8k/.
Form 4 — insider transaction report
Officers, directors, and holders of more than 10% of a class of stock file a Form 4 when they buy or sell shares. The deadline is 2 business days after the transaction. The form gives the name, the title, the transaction code, the share count, the price, and the shares held afterward.
Two related forms exist. Form 3 declares an initial position within 10 days of the person becoming an insider. Form 5 reports small transactions that the rules let the insider defer, within 45 days after the fiscal year ends.
Read Form 4 Explained. To read the insider history of one company, open /form4/msft/.
10-Q — quarterly report
A 10-Q holds unaudited financial statements for a quarter, the management discussion and analysis, and updates to the risk factors. The deadline depends on the size of the filer: 40 days after the quarter ends for large accelerated and accelerated filers, and 45 days for other filers.
10-K — annual report
A 10-K holds audited annual financial statements, a full business description, and the complete risk factors. The deadline is 60 days after the fiscal year ends for a large accelerated filer, 75 days for an accelerated filer, and 90 days for other filers.
The statements from both reports appear in a single view on the financials page for a company, such as /financials/msft/.
Schedule 13D and Schedule 13G — large shareholder reports
Anyone who acquires more than 5% of a class of voting stock must report it. Schedule 13D applies to an investor who wants influence or control, and the deadline is 5 business days after the investor crosses the threshold. Schedule 13G applies to a passive or an exempt investor and has a longer deadline that depends on the type of investor.
Form 13F — institutional holdings
An investment manager that controls at least $100 million in qualifying securities files a Form 13F within 45 days after each quarter ends. The form lists the positions of the manager at the end of that quarter. The report arrives well after the trades, so it describes a past position. The institutional page presents this data.
DEF 14A — proxy statement
A DEF 14A goes out before the annual meeting. It gives the executive pay tables, the biographies of the directors, the shareholder proposals, and the voting instructions.
Filing deadlines at a glance
| Form | Trigger | Deadline |
|---|---|---|
| 8-K | A material event | 4 business days for most items |
| Form 4 | An insider transaction | 2 business days |
| Form 3 | A person becomes an insider | 10 days |
| Form 5 | Deferred insider transactions | 45 days after the fiscal year ends |
| 10-Q | The quarter ends | 40 or 45 days, by filer size |
| 10-K | The fiscal year ends | 60, 75, or 90 days, by filer size |
| Schedule 13D | Ownership passes 5%, with intent to influence | 5 business days |
| Schedule 13G | Ownership passes 5%, passive | Varies by investor type |
| Form 13F | The quarter ends | 45 days |
The 8-K and the Form 4 arrive within days of the event. The 10-Q, the 10-K, and the Form 13F describe a period that already closed.
How to read the filings
EDGAR
The SEC runs EDGAR, a free public archive of every filing. Search by company name or by ticker at https://www.sec.gov/edgar/searchedgar/companysearch.html, then open the form you want.
EDGAR is the official source and holds the complete history. It gives you the raw document with no summary, no filter, and no alert. Read Using EDGAR for a walkthrough.
Profitelligence
Profitelligence reads the same filings and adds structure around them:
- A plain-English summary of each 8-K, so you do not read the full document to learn what happened.
- The price reaction recorded after the filing, and the earlier filings of the same type by the same company.
- Insider records organized by person and by company, with the transaction codes decoded.
- Alerts for the companies you follow, which you set in the Alert Manager.
The full research page for a company puts the price history, the filings, and the technical readings on one screen.
Three things readers get wrong
Most filings are routine. A scheduled option exercise, a quarterly report that matches the guidance, and a boilerplate amendment appear constantly. The unusual filing is the one worth your time.
The SEC does not verify every filing. Staff review filings on a cycle and comment on some of them. They do not audit each document on arrival. Accounting problems have stayed hidden in filings for years. Treat a filing as the statement of the company, not as a verified fact.
Insider selling has many causes. An insider sells to pay tax on a vested grant, to diversify, or to fund a purchase. Many sales run on a written 10b5-1 plan set months earlier. The transaction code on the Form 4 tells you which kind of sale it was. Read Insider Transaction Types for the codes.
Next steps
Read Understanding 8-K Filings for the filing that reports material events.
Read Form 4 Explained for the filing that reports insider trades.
Read Using EDGAR to check any number yourself against the official source.