Which SEC Filings Are Audited, and Which Aren't
By Chad Hartman
Published · Last updated
Every SEC filing looks equally official. A 10-Q has the same government letterhead energy as a 10-K, and an 8-K reads with the same formal authority as either one. Financial media treats every number pulled from EDGAR as if it carries the same weight, but the numbers inside these filings are not verified to the same standard, and the gap between them is bigger than most investors assume. Some filings are fully audited by an independent accounting firm. Others are only reviewed — a real but far lighter process. Others carry no independent check at all.
This guide maps audit status across the filings investors actually read — the 10-K, 10-Q, 8-K, S-1, and proxy statement — and covers what an auditor's opinion actually certifies, the difference between a qualified opinion and a going concern qualification, and what that qualification looks like in a real, filed audit report.
Table of Contents
- Which Filings Are Fully Audited?
- Are 10-Qs Audited? No — They're Reviewed, Not Audited
- Which Filings Carry No Independent Check at All?
- The Four Audit Opinion Types: Unqualified, Qualified, Adverse, Disclaimer
- What a Going Concern Qualification Looks Like in a Real Filing
- How to Check Any Company's Audit Status in Its Own 10-K
- Why This Matters for How You Read a Filing
- Frequently Asked Questions
Audit status by filing type, at a glance:
| Filing | Level of assurance | Who provides it | What that means |
|---|---|---|---|
| 10-K | Full audit | An independent registered public accounting firm | The records are examined, internal controls tested, and a formal opinion issued on whether the statements are presented fairly under U.S. GAAP |
| S-1 | Full audit | An independent registered public accounting firm | Typically two years of audited balance sheets and three years of audited income and cash flow statements, audited before the stock ever trades |
| 10-Q | Review only — limited assurance | The same independent firm | Analytical procedures and management inquiries, without the detailed testing and evidence-gathering a full audit requires. No formal opinion |
| 8-K (routine) | None | No auditor involvement | Leadership changes, material agreements, and preliminary earnings released under Item 2.02 are management's own disclosure, checked by nobody outside the company |
| 8-K (Item 9.01) | Audited historical statements plus unaudited pro formas | An independent registered public accounting firm, for the acquired business only | On a significant acquisition, the target's historical financial statements are audited; the combined-company pro forma figures alongside them are not |
| DEF 14A | None of its own | No auditor issues an opinion on the proxy | It incorporates or attaches the already-audited 10-K figures; the Summary Compensation Table and other pay disclosures are management's reporting under SEC rules |
Which Filings Are Fully Audited?
The 10-K is the baseline. Every U.S.-listed public company's annual report contains financial statements that an independent registered public accounting firm has fully audited: examining the records, testing internal controls, and issuing a formal opinion on whether the statements are presented fairly under U.S. GAAP. Coca-Cola's FY2025 10-K, filed February 20, 2026, carries exactly this structure. Ernst & Young LLP signed two separate opinions dated the same day — one on the financial statements themselves, a second on the effectiveness of internal control over financial reporting under Sarbanes-Oxley Section 404. Two opinions, one filing, both from the same firm. For a full walkthrough of what else the annual report contains beyond the audit itself, see our 10-K vs. 10-Q guide.
The S-1 registration statement, filed ahead of an IPO, also contains audited financial statements — typically two years of audited balance sheets and three years of audited income and cash flow statements. Emerging growth companies may include only two years of income statement history. This is a detail most first-time IPO investors miss: the numbers in an S-1 have already been through a full independent audit before the stock ever trades, even though the document's promotional framing makes it read nothing like a 10-K. Our complete guide to the S-1 covers how to separate the audited figures from the sales narrative built around them.
Are 10-Qs Audited? No — They're Reviewed, Not Audited
The 10-Q is the filing most investors assume carries the same weight as the 10-K, and it doesn't. Quarterly financial statements go through a review, not an audit — the same independent firm performs analytical procedures and management inquiries, but not the detailed testing and evidence-gathering that a full audit requires. A review provides limited assurance. An audit provides a formal opinion. That gap is exactly why "are 10-Qs audited" is one of the more consequential questions an investor can get wrong. Quarterly numbers are almost always accurate for an established company, but they haven't been checked to the same standard. A material misstatement is more likely to slip through a review than through a full annual audit.
Which Filings Carry No Independent Check at All?
The 8-K is where audit coverage mostly disappears. A routine 8-K — a leadership change, a material agreement, a preliminary earnings press release furnished under Item 2.02 — carries no auditor involvement whatsoever. Those numbers are management's own disclosure, not independently checked by anyone. The one meaningful exception sits in Item 9.01: when a company completes a significant acquisition, it must file audited historical financial statements of the acquired business alongside unaudited pro forma figures showing what the combined company would have looked like. Everywhere else in a routine 8-K, "furnished" is doing a lot of quiet work — furnished exhibits carry a lower liability standard than filed documents. That's part of why companies route preliminary results through an 8-K press release before the audited or reviewed numbers land in the 10-K or 10-Q. Our SEC filings guide covers the filed-versus-furnished distinction in more depth, and our guide to the 8-K covers what triggers one.
The DEF 14A proxy statement sits in its own category. It doesn't contain a freestanding set of audited financial statements at all — it either incorporates the annual report by reference or attaches it. That attached data is simply the same already-audited 10-K numbers, not a fresh audit performed on the proxy. The Summary Compensation Table and the other pay disclosures inside the proxy are figures management reports under SEC rules, not figures an auditor has issued an opinion on. Our guide to the DEF 14A covers what the proxy does and doesn't disclose.
The Four Audit Opinion Types: Unqualified, Qualified, Adverse, Disclaimer
An unqualified opinion — often called a "clean" opinion — states that the financial statements are presented fairly, in all material respects, in accordance with U.S. GAAP. That's the standard outcome for the overwhelming majority of large, established filers, and it's what Coca-Cola's FY2025 opinion delivered.
Three other outcomes exist, and they mean progressively worse things. A qualified opinion states that the statements are fairly presented except for one specific, identified issue — a scope limitation or a departure from GAAP on one item, with everything else standing. An adverse opinion states that the financial statements, taken as a whole, are not fairly presented — a rare and severe outcome. A disclaimer of opinion means the auditor couldn't gather enough evidence to form any opinion at all, which is functionally an admission that the audit couldn't be completed.
Auditors of large accelerated filers also disclose critical audit matters — issues that were especially difficult or judgment-heavy to audit, flagged in a separate section of the report so investors know exactly where the numbers required the most interpretation. A revenue recognition policy involving long-term contracts, a complex goodwill impairment test, or a large contingent liability estimate are typical candidates. None of this appears in a 10-Q review, which is one more reason the annual filing carries more analytical weight than the quarterly ones sitting between it.
What a Going Concern Qualification Looks Like in a Real Filing
A going concern qualification is often described as if it were its own category of opinion, and that's not quite right. It's an additional explanatory paragraph an auditor adds after the opinion when there's substantial doubt about the company's ability to keep operating for a reasonable period. Under PCAOB auditing standards, that paragraph must use both the phrases "substantial doubt" and "going concern" directly — precisely so the disclosure can't be softened into vaguer language. The opinion underneath that paragraph can still be unqualified.
Bed Bath & Beyond's final 10-K, filed June 14, 2023 for the fiscal year ended February 25, 2023, is a clean, real-world example of exactly that structure. KPMG LLP issued an unqualified opinion on the financial statements and, in the same report, added the going concern paragraph: substantial doubt about the company's ability to continue. That doubt was tied directly to the Chapter 11 proceeding the company had already entered by the time the 10-K was filed. The opinion wasn't qualified. The going concern language sat alongside it as a separate, additional disclosure — a distinction that gets lost in most casual descriptions of what a going concern warning actually is. GeminIQ's own forensic look at Bed Bath & Beyond's buyback history traces how the balance sheet deterioration that produced this opinion was visible in the company's own filings more than a year before the going concern language appeared.
How to Check Any Company's Audit Status in Its Own 10-K
You don't need a third-party database to establish a company's audit status. The 10-K states it, and four fields settle the question. Read the auditor's report at the front of the financial statements and write down each one.
1. Which firm signed it. The audit report names the independent registered public accounting firm. Coca-Cola's FY2025 10-K, filed February 20, 2026, names Ernst & Young LLP.
2. What kind of opinion it is. Unqualified, qualified, adverse, or a disclaimer of opinion. Coca-Cola's FY2025 opinion is unqualified — the standard outcome for a large, established filer, and the one that means the statements are presented fairly in all material respects under U.S. GAAP.
3. The date on the report, and how many reports there are. Large filers usually carry two: one on the financial statements, one on the effectiveness of internal control over financial reporting under Sarbanes-Oxley Section 404. Coca-Cola's are both from Ernst & Young and both dated February 20, 2026. A report dated well after the period end, or a single opinion where the company previously filed two, is worth a second look.
4. Whether a going concern paragraph is present. This sits after the opinion, not inside it, and PCAOB standards require it to use the phrases "substantial doubt" and "going concern" directly. Bed Bath & Beyond's final 10-K is the illustration: KPMG LLP issued an unqualified opinion and added the paragraph in the same report. Its presence does not make the opinion qualified — check for it as a separate field, because that is how it is filed.
Four fields, one document, no intermediary. If you are pulling these fields for a list of companies rather than one, tools built for filing retrieval — BamSEC among them — index the documents themselves, and GeminIQ's approach keeps each figure tagged to the filing it came from so the audit status travels with the number.
Why This Matters for How You Read a Filing
Knowing which filing carries which level of check changes where you put your scrutiny. An anomaly in a 10-K — a margin that doesn't reconcile, a footnote that reads differently than last year's — has already survived a full audit, so it's either explainable or genuinely significant. The same anomaly in a 10-Q has only survived a review, which means it deserves more of your own attention, not less, precisely because fewer independent eyes have checked it. And anything sitting in an 8-K press release hasn't been checked by anyone but the company itself.
GeminIQ's Financial Statements feature pulls every figure directly from the filing it actually came from, tagged to its source document. Before you act on any number, check which filing it came from and what level of check that filing received — an audited annual figure, a reviewed quarterly one, or an unaudited 8-K disclosure that nobody but the company itself has checked at all. That distinction gets flattened the moment a number is pasted into a headline instead.
Frequently Asked Questions
Are 10-Qs audited?
No. Quarterly financial statements in a 10-Q go through a review, which involves analytical procedures and management inquiries and provides limited assurance. Only the annual 10-K's financial statements go through a full audit with a formal opinion.
How do I tell if statements are audited or just reviewed?
Look for an auditor's report. Audited statements are accompanied by a signed opinion from an independent registered public accounting firm, naming the firm and stating whether the statements are presented fairly under U.S. GAAP. A 10-Q carries no such opinion because a review produces limited assurance rather than one, and a routine 8-K carries no independent assurance at all. In practice the filing type tells you first: 10-K and S-1 audited, 10-Q reviewed, routine 8-K neither.
What's the difference between a qualified opinion and a going concern qualification?
A qualified opinion means the auditor found one specific item that isn't fairly presented, with everything else standing. A going concern qualification is a separate explanatory paragraph about the company's ability to keep operating — the underlying opinion can still be unqualified even when a going concern paragraph is present.
What is a critical audit matter?
A critical audit matter is an issue that was especially difficult or judgment-heavy to audit, disclosed by auditors of large accelerated filers in a separate section of the audit report so investors know where the numbers required the most interpretation. Typical candidates are a revenue recognition policy involving long-term contracts, a complex goodwill impairment test, or a large contingent liability estimate. Critical audit matters do not appear in a 10-Q review.
Does an 8-K ever contain audited financial statements?
Occasionally. A routine 8-K carries no audited or reviewed figures at all. The exception is Item 9.01, which requires audited historical financial statements of an acquired business when a company completes a significant acquisition, alongside unaudited pro forma figures for the combined entity.
Is the proxy statement's executive compensation data audited?
No. The DEF 14A's compensation tables are disclosures management reports under SEC rules, not figures an independent auditor has issued an opinion on. Any financial statements referenced in a proxy are typically the same already-audited 10-K figures, incorporated by reference rather than freshly audited.
Who audited Coca-Cola's FY2025 financial statements?
Ernst & Young LLP. Coca-Cola's FY2025 10-K, filed February 20, 2026, carries two Ernst & Young opinions dated the same day: one on the financial statements, and a second on the effectiveness of internal control over financial reporting under Sarbanes-Oxley Section 404. The opinion on the financial statements is unqualified.
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All financial figures cited in this article reference The Coca-Cola Company's FY2025 10-K (filed February 20, 2026, period ending December 31, 2025). All SEC filings are publicly available at SEC EDGAR.
The Bed Bath & Beyond example is drawn from Bed Bath & Beyond Inc.'s (CIK0000886158) final 10-K, filed June 14, 2023 for the fiscal year ended February 25, 2023, publicly available on SEC EDGAR. This entity is no longer publicly traded; the Bed Bath & Beyond brand and ticker were subsequently acquired out of bankruptcy by a separate company and are not the subject of this analysis.
Disclaimer: The content in this blog is for educational and entertainment purposes only and does not constitute financial, legal, or tax advice. Investing involves risk, including the loss of principal. The views expressed are my own and not intended as financial advice or a guarantee of future performance.