Registration
Registration is the process by which a company files required documents with the Securities and Exchange Commission (SEC), detailing the particulars of a proposed public offering. A company issuing shares must reveal essential facts and detailed information about its business during the registration process, including a description of its business and assets, a description of the security being offered and the further details of the offering, a description and names of the company’s management, and the company’s financial statements, which have been certified by an accountant, working independently of the company. This form requires disclosure of background information, including management policies, the names of executives and general partners, information about the company’s successors, and any current legal proceedings and/or previous securities violations
10-K Report
The 10-K provides investors with a comprehensive analysis of the company. It’s similar to a prospectus and contains more information than an annual report. For instance, financial statements are more detailed. Companies must submit this lengthy annual filing within 90 days of the end of their fiscal year.
- The “business summary” describes the company’s operations (including those that are international), business segments, history, real estate, marketing, research and development, competition, and employees.
- The management discussion and analysis (MD&A) provides a good explanation of the company’s operations and financial outlook.
- Financial statements can include the balance sheet, the income statement, and the cash flow statement.
- Other sections discuss the company’s management team and legal proceedings.
Major differences from the 10-K include unaudited financial statements and less detailed reports.
8-K Report
Major developments that investors should know about are described in the 10-K or 10-Q, but if those developments don’t make the two filings in time, they are presented in the 8-K. This unscheduled document addresses specific events and provides further detail and exhibits, such as data tables and press releases.
Events that lead to the filing of the 8-K include bankruptcies or receiverships, material impairments, completion of acquisition or disposition of assets, departures or appointments of executives. and other events of importance to the investor.
Forms 3, 4 and 5
In Forms 3, 4 and 5, investors watch how ownership and purchases are shifted by the company’s officers and directors.
Form 3, the initial filing, tells the ownership amounts.
Form 4 identifies the changes in ownership.
Form 5 is an annual summary of Form 4 and includes any information that should have been reported.
Form 144
With Form 144, investors get clues to a corporate insider’s pattern of selling securities and pressure to sell. It’s a notice of the intent to sell restricted stock, typically acquired by corporate insiders or affiliates in a transaction not involving a public offering. The stock is restricted because it must meet certain conditions before becoming transferable. The transaction, or at least part of it, is made within 90 days of filing. Form 144 is required when the amount sold during any three-month period exceeds certain sales thresholds.
SEC Form 13F
SEC Form 13F is a quarterly report that is filed by institutional investment managers with at least $100 million in equity assets under management. It discloses their U.S. equity holdings to the Securities and Exchange Commission (SEC) and provides insights into what the smart money is doing.