Every US-listed company files a steady stream of documents with the SEC. Most of them are routine. A few can change the story of a company overnight. Knowing which is which saves a lot of reading.
All of them are free on the SEC's EDGAR website: search the company, open "Filings", and filter by form type.
The regular reports
10-K: the annual report
The full-year picture: what the business does, audited financial statements, and a long Risk Factors section. Two parts are worth most of your time:
- Management's Discussion and Analysis (MD&A): management explains the year in their own words. Look for what changed and why.
- Risk Factors: long and full of boilerplate, but new or reworded risks compared with last year are a signal. Researchers have found that companies whose annual reports change a lot from one year to the next have tended to do worse afterwards ("lazy prices").
10-Q: the quarterly report
A lighter, unaudited update three times a year. Check revenue and profit against the same quarter last year, cash and debt, and any new legal proceedings.
The event filings
8-K: "something just happened"
Companies must file an 8-K within four business days of a significant event. The form lists items by number, and the item tells you what kind of news it is:
- Item 2.02: results of operations (an earnings release).
- Item 1.01 / 1.02: a major agreement signed or ended.
- Item 5.02: a director or senior officer leaves or joins. A surprise CFO departure is worth noticing.
- Item 4.02: previously issued financial statements should no longer be relied on. Rare, and serious.
- Item 8.01: "other events", anything the company chooses to announce.
Most 8-Ks are routine (results, a scheduled meeting). Read the item numbers first, then decide whether to read the rest.
S-1 and S-3: new shares coming
A registration statement lets a company sell new shares (or let existing holders sell). An S-1 is the full version, often for an IPO; an S-3 is a shorter version for established companies. A new registration can mean dilution: more shares, each owning a smaller slice of the company. A "shelf" S-3 only says shares could be sold later; the follow-up prospectus says when and how many. See buybacks and dilution.
13D and 13G: a big holder appears
Anyone who comes to own more than 5% of a company's shares must disclose it. A 13G is for passive investors such as index funds. A 13D is for holders who may try to influence the company, so a new 13D from an activist investor is often news.
How to read filings efficiently
- Start with the list of recent filings and their form types. Most weeks there's nothing beyond routine paperwork.
- For an 8-K, read the item numbers first.
- For a 10-K or 10-Q, read MD&A and anything new in Risk Factors.
- Treat registrations (S-1, S-3) and new 13Ds as the filings most likely to matter.
- Don't read too much into a single routine filing.
How Ticker Council uses filings
The SEC Filings seat on Ticker Council reads only the stock's SEC filings: 8-Ks, S-1/S-3 registrations, 13D/G ownership filings and flagged buyback, dilution, debt, covenant and litigation items. It's told that most routine filings carry little signal, so it keeps its lean close to 50/50 when that's all there is, and leans with real confidence only on filings that change the company's structure, such as a new dilutive registration or a large buyback actually being carried out.
Not financial advice: this guide explains public filings, not what to buy or sell.
Questions
What is an 8-K filing?
A report a US-listed company must file with the SEC within four business days of a significant event, such as earnings results, a major agreement, an executive leaving or restated financial statements. The item numbers on the form tell you which kind of event it is.
What is the difference between a 10-K and a 10-Q?
A 10-K is the full annual report with audited financial statements. A 10-Q is a shorter, unaudited quarterly update filed for the other three quarters.
What does an S-3 filing mean for a stock?
It registers shares the company (or its holders) may sell. That can mean dilution, but a shelf S-3 only makes a sale possible; the follow-up prospectus says when and how many shares are actually sold.
Where can I read a company's SEC filings for free?
On the SEC's EDGAR website. Search for the company and filter its filings by form type.