6 important SEC filings every stock investor should know about
The Bankrate promise
At Bankrate we strive to help you make smarter financial decisions. While we adhere to strict , this post may contain references to products from our partners. Here's an explanation for .
If you’re going to invest in individual stocks, you’ll need to know where to find information about the companies you’re buying into. While many companies post information in press releases and presentations on their investor relations pages online, much of the best information is found in filings with the Securities and Exchange Commission, or SEC.
The SEC requires certain filings from public companies to help investors get enough information to make informed decisions. The filings can be found through the SEC’s website using the Electronic Data Gathering, Analysis and Retrieval system, known as EDGAR.
Wading through these filings is part of being an engaged investor. It can help you identify promising investment opportunities early or raise red flags that might help you get out before problems surface.
Here are six SEC filings every investor should know.
1. 10-K or annual report
Form 10-K is an annual filing required by the SEC and provides an overview of a company’s business including risk factors and financial statements. Companies must submit the form within 60 to 90 days of the end of their fiscal year.
Why Form 10-K is important to investors
If you’re looking at a business for the first time, a good place to start is with the company’s annual 10-K filing. This document essentially serves as the annual report to investors and contains an enormous amount of information about the company. Many companies also print annual reports that are glossy, marketing pamphlets full of pictures and a few stats, but the 10-K filing is where the meat is.
In the 10-K, you’ll find an overview of the business, current financial statements, a discussion of the last year’s results and a list of risk factors that could impact the company, among other things. Pay close attention to the financial statements and management’s overview of the past year. You’ll want to understand how and if the company makes a profit, how cash flows through the business and how the business is financed. Focus on recent trends — have revenues been increasing the past few years? If so, what’s driving the increase?
The list of risk factors is also worth reviewing. Some of the risks highlighted will be fairly obvious and unlikely, but you might find some things you haven’t thought about that could impact your investment decision.
You should also find a letter to shareholders from the company’s CEO, though sometimes this is a brief section in the more marketing-oriented annual report. See how the leader of the business communicates with its owners. Do they share only good news about the past year and future, or do they provide a candid overview of the business and its prospects?
Ultimately, the 10-K should give you much of the information you need to make an investment decision about the company, including what you need to value the stock.
Form 10-Q is a shorter version of the annual filing and is required to be filed for the first three quarters of a company’s fiscal year. The form provides an update on how the business is performing over the previous quarter and is required to be filed within 40 days of the end of the quarter for most companies.
Why Form 10-Q is important to investors
The 10-Q filing has a lot in common with the 10-K, but it covers the most recent quarter instead of an entire year. The 10-Q is worth paying attention to for many reasons, but one of the main ones is that it can contain information that isn’t included in the company’s quarterly press release announcing earnings.
The quarterly filings are helpful in evaluating how the business performed during the quarter and if things are going according to any plans laid out by management. Is the business performing above or below expectations and what is driving any divergence?
Most companies are required to file their 10-Q within 40 days of the end of their fiscal quarter, which may or may not coincide with the company’s earnings announcement. If the company reports earnings, but has not filed a 10-Q, keep checking the SEC website over the coming days to make sure nothing important was left out of the press release.
3. Proxy statement (DEF 14A)
The proxy statement is where you’ll find information on matters that require shareholder approval, such as voting on nominees to the board of directors and other corporate actions. You’ll also find information about how management is compensated and what metrics they’re evaluated on. The proxy statement is typically available around the same time as the 10-K and comes out before the annual shareholder meeting.
Why the proxy statement is important to investors
The proxy statement is sometimes overlooked, but it can be one of the most revealing documents for investors to read. Here you’ll find information on when the annual shareholder’s meeting is and what issues will be up for vote. These typically include electing board members, ratifying the company’s choice for auditor and an advisory vote on executive compensation.
To understand how the executives are compensated, you’ll need to read the full proxy statement. You’ll learn how much each executive earned over the past three years as well as what members of the board make for representing shareholders’ interests.
The company will also describe its method for compensating executives and what metrics it uses to determine bonuses for management. This can be particularly revealing because management is likely to run the business in a way that increases its chances of hitting those metrics. Make sure that the metrics in the proxy statement match what is expected to create shareholder value over time. If managements’ bonuses are exclusively tied to revenue growth, that could create an incentive to do things that aren’t profitable or cash-flow positive.
An 8-K is a report of an unscheduled event at a company that would be of interest to shareholders. These filings are sometimes, but not always, accompanied by a press release from the company. An 8-K is typically filed when something material happens at a company in between quarterly earnings reports.
Why Form 8-K is important to investors
Investors should care about 8-Ks because management considers the information important enough that it cannot wait to be shared with shareholders and the public.
Items that would require an 8-K from a company would include the departure of key executives, updated financial guidance or a major acquisition, among many other things. You should take a look at 8-K filings as soon as you can because they can contain information that will influence the stock price and may cause you to act.
A 13D filing, sometimes called a beneficial owner report, is required when a shareholder acquires more than 5 percent of the outstanding shares of a company.
Why Schedule 13D is important to investors
The Schedule 13D filing can be useful for other investors because the filing requires the acquiring owner to give the purpose of the transaction. Sometimes activist investors can acquire a stake in a company in an effort to influence management to pursue a new strategy or capital allocation plan. They might even be pressing the company to sell itself, which could give the stock price a boost in the short term.
You’ll have to decide for yourself if you agree with what the activist is pushing for and whether the company is likely to agree to it. Often, companies end up reaching some sort of compromise with investors and may agree to part of what they’re asking for, but not all of it.
Institutional investors with $100 million or more under management must file a 13F report quarterly, disclosing what their holdings were at the most recent quarter end.
Why 13F filings are important to investors
Though a 13F filing isn’t specific to an individual company, it may help you identify which companies you’d like to look into further for a possible investment.
If you’ve ever wondered how legendary investor Warren Buffett and his company Berkshire Hathaway are invested, this report will give you the answer. Focus on what the investors’ largest holdings are and any changes they made during the quarter. In addition to stocks, some options and warrants are also disclosed as part of the report.
One drawback is that investors have 45 days from the end of the calendar quarter to make the filing, so you’re not getting a current picture of the portfolio. But for long-term investors like Buffett and others whose holdings don’t change much, it can be a good glimpse into their thinking. Just be sure to do your own research on any stocks you buy, so you’re not just relying exclusively on this report from large investors.
SEC filings are a great resource for investors looking for information on companies. The filings are usually full of information that isn’t included in corporate press releases, so make sure you read them closely. Consider using filings from institutional investors to generate ideas for your next investment.