SEC filings, explained

The annual report. The single most comprehensive disclosure a U.S. public company files with the SEC. Audited financials, business overview, risk factors, MD&A.

Amendment to a previously-filed 10-K. Used to correct material errors, restate financials, add omitted Part III disclosures, or respond to SEC staff comments. The explanatory note tells you which class.

The quarterly report. Unaudited financials covering the prior three months, filed within 40 or 45 days of quarter-end depending on filer size.

The current report. Material events the market should know about within four business days — earnings releases, leadership changes, mergers, bankruptcies, asset sales.

Quarterly long-equity holdings disclosure required from institutional investment managers with ≥$100M in qualifying U.S. equity assets. Filed within 45 days of quarter-end.

Insider transactions. Officers, directors, and ≥10% beneficial owners must file within two business days of any change in their ownership of company securities.

The IPO prospectus. The registration statement a company files when going public — business description, risk factors, financials, use of proceeds, underwriter list.

Both disclose ≥5% beneficial ownership. 13D is for activists and anyone with intent to influence control; 13G is the short-form for passive holders. The choice signals intent.

The definitive proxy statement. Mailed before annual meetings — covers director elections, Say-on-Pay, executive compensation (CD&A), shareholder proposals, and the most candid governance disclosures the company files all year.

The annual report for Foreign Private Issuers — non-U.S. companies (Toyota, Novartis, Alibaba, ASML, SAP) listed on U.S. exchanges. The 10-K equivalent, with IFRS accepted and a 4-month deadline.

The interim event report for Foreign Private Issuers — the foreign-issuer cousin of an 8-K. Filed whenever an FPI makes any material disclosure to its home-country regulator. The primary channel for ADR earnings releases, M&A announcements, and management changes.

The shelf registration. Seasoned issuers pre-register securities for future issuance, then 'take down' from the shelf via 424B prospectus supplements when market conditions allow. Apple, Microsoft, JPMorgan use the WKSI variant (S-3ASR).

Annual report for employee stock-purchase, savings, and similar plans (ESPPs, 401(k)s holding employer stock). Filed under Rule 15d-21. The plan is the registrant, not the issuer. Audited plan-asset statements + ERISA-required schedules.

Large-trader identification under Rule 13h-1. Any person whose securities transactions cross $20M intraday or $200M monthly must register. Adopted after the 2010 Flash Crash. Content is non-public — only the existence of registration is disclosed.

Notification of inability to file a 10-K on time under Rule 12b-25. Grants 15-day extension. Part III narrative usually tells you whether the delay is benign or a material signal — restatement risk, going-concern review, auditor consultation.

Initial registration statement for foreign private issuers — non-U.S. companies first registering an offering of securities in the U.S. The foreign-issuer equivalent of the S-1. IFRS or home-country GAAP accepted without reconciliation to U.S. GAAP.

Notice of proposed sale of restricted or control securities by an issuer affiliate. Filed under Rule 144 when sales exceed 5,000 shares or $50,000 in 3 months. Announces intent; Form 4 confirms execution. Read both filings together.

Certified annual or semi-annual shareholder report from mutual funds, ETFs, closed-end funds. The 10-K equivalent for registered investment companies — audited financials, schedule of investments, expense ratios, and the advisory-contract review.

Annual proxy voting record from registered investment companies. Discloses every proxy ballot the fund voted between July 1 and June 30. The cleanest public-record dataset for understanding institutional governance preferences.

Notice of exempt offering under Regulation D. The public-record trail for private placements — venture rounds, private REIT raises, hedge-fund LP interests. Issuer, offering amount, accreditation status, all within 15 days of first sale.

Going-private transaction disclosure under Rule 13e-3. Filed when an LBO, management buyout, or freezeout merger will deregister the issuer. The substantive fairness analysis driving the going-private price — every factor disclosed.

Amendment to a previously-filed 10-Q quarterly report. Used to restate quarterly financials, correct errors, or add disclosure. The Explanatory Note tells you which category and why — almost never a benign event.