SEC Filings GlossaryForms & Terms Explained

Accelerated Filer

An accelerated filer is an SEC-reporting company with a public float of at least $75 million but less than $700 million, measured on the last…

Accession Number

An accession number is the unique identifier the SEC assigns to each individual submission made through EDGAR. While a Central Index Key (CIK)…

Amended Filings (/A)

An amended filing is a revised version of a document already submitted to the SEC, identified by the suffix "/A" after the form type, as in 10-K/A,…

CIK (Central Index Key)

Central Index Key

The Central Index Key (CIK), often called a CIK number, is the unique number the SEC assigns to every filer in the EDGAR system — including public…

Critical Audit Matters (CAMs)

PCAOB AS 3101

A critical audit matter (CAM) is an issue from the audit of a company's financial statements that the auditor communicated, or was required to…

DEF 14A

Definitive Proxy Statement

DEF 14A is the SEC form code for a company's definitive proxy statement, the document filed ahead of its annual shareholder meeting whenever…

DEI (Document and Entity Information)

Document and Entity Information

DEI (Document and Entity Information) is the standardized XBRL taxonomy used to tag the metadata about a filing and the entity that submitted it.…

EDGAR

Electronic Data Gathering, Analysis, and Retrieval

SEC EDGAR (Electronic Data Gathering, Analysis, and Retrieval) is the U.S. Securities and Exchange Commission's official electronic system for…

Emerging Growth Company (EGC)

An emerging growth company (EGC) is a company whose gross revenues for its latest completed fiscal year were under $1.235 billion, a status that lets…

Exhibits (Item 601)

Regulation S-K Item 601

Exhibits are the supporting documents attached to an SEC registration statement or periodic report, such as a company's charter, material contracts,…

Financial Restatement

A financial restatement, or restatement of financial statements, is the revision of previously issued financial statements to correct an error. When…

Fiscal Year End

A company's fiscal year end is the last day of the annual accounting period it reports on, and it is the date from which SEC annual and quarterly…

Foreign Private Issuer (FPI)

A foreign private issuer (FPI) is a company incorporated or organized outside the United States that is not a foreign government and is not so…

Form 10

General form for registration of securities

Form 10 is the general registration statement a company files with the SEC to register a class of securities under Section 12(b) or 12(g) of the…

Form 10-K

Form 10-K is the comprehensive annual report that U.S. public companies file with the SEC. It is the most detailed periodic disclosure a company…

Form 10-Q

Form 10-Q is the quarterly report that U.S. public companies file with the SEC for each of the first three quarters of their fiscal year. It provides…

Form 12b-25

Notification of Late Filing (NT 10-K / NT 10-Q)

Form 12b-25 is the notice a public company files with the SEC when it cannot file a periodic report, such as a 10-K, 10-Q, or 20-F, by its deadline.…

Form 13F

Form 13F, the source of the 13F filings investors track, is the quarterly report the SEC requires from institutional investment managers who exercise…

Form 144

Notice of Proposed Sale of Securities

Form 144 is the notice a person files with the SEC when they plan to sell restricted or control securities in reliance on Rule 144 under the…

Form 15

Certification of termination of registration

Form 15 is the short SEC filing a company uses to end the Exchange Act Section 12(g) registration of a class of its securities, or to give notice…

Form 20-F

Annual report for foreign private issuers

Form 20-F is the annual report that a foreign private issuer, a non-U.S. company that meets the test in Exchange Act Rule 3b-4, files with the SEC in…

Form 3

Initial Statement of Beneficial Ownership

Form 3 is the one-time SEC filing a person makes on becoming a company insider (a director, an officer, or a holder of more than 10% of a registered…

Form 4

Form 4 is the SEC filing that officers, directors, and owners of more than 10% of a company's registered equity must submit whenever their holdings…

Form 40-F

Annual report for eligible Canadian issuers

Form 40-F is the annual report and Exchange Act registration form available to large, established Canadian companies, letting them satisfy U.S. SEC…

Form 424B

Final prospectus

Form 424B is the EDGAR label for a prospectus filed under Rule 424(b) of the Securities Act of 1933: the final version of a prospectus, or a…

Form 5

Annual Statement of Changes in Beneficial Ownership

Form 5 is the annual SEC filing in which a company's Section 16 insiders (directors, officers, and more-than-10% holders) catch up on ownership…

Form 6-K

Report of Foreign Private Issuer

Form 6-K is the report a foreign private issuer furnishes to the SEC to pass along material information it has published outside the United States,…

Form 8-K

Form 8-K is the "current report" that U.S. public companies file with the SEC to disclose material events as they happen, between the scheduled…

Form 8-K Items

Form 8-K items are the numbered event categories, such as Item 1.01 or Item 5.02, that tell a reader exactly what kind of event a current report…

Form D

Notice of Exempt Offering of Securities

Form D is the brief notice a company files with the SEC after it sells securities in a private offering that is exempt from registration under…

Form S-1

Registration Statement

Form S-1 is the registration statement a company files with the SEC before offering securities to the public for the first time, most commonly ahead…

Form S-3

Short-form registration statement

Form S-3 is the simplified registration statement that an established public company can use to register securities for sale under the Securities Act…

Form S-4

Registration statement for business combinations

Form S-4 is the registration statement a company files with the SEC when it will issue new securities as payment in a business combination, most…

Form S-8

Registration statement for employee benefit plans

Form S-8 is the registration statement a public company files with the SEC to register shares it will issue to employees under an employee benefit…

Inline XBRL

iXBRL

Inline XBRL (iXBRL) is a format that embeds machine-readable XBRL tags directly inside the human-readable HTML document of an SEC filing. Rather than…

Internal Control over Financial Reporting (ICFR)

Internal control over financial reporting (ICFR) is the set of processes a public company uses to provide reasonable assurance that its financial…

Large Accelerated Filer

A large accelerated filer is an SEC-reporting company whose public float — the worldwide market value of its common equity held by non-affiliates —…

Management's Discussion and Analysis (MD&A)

Regulation S-K Item 303

Management's Discussion and Analysis (MD&A) is the narrative section of a 10-K or 10-Q in which a company's management explains, in its own words,…

Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in a company's internal control over financial reporting that creates a…

Non-Accelerated Filer

A non-accelerated filer is any SEC-reporting company that does not meet the conditions to be an accelerated filer or a large accelerated filer, and…

Period of Report vs. Filing Date

The period of report is the date an SEC filing speaks to — the end of the fiscal year or quarter a 10-K or 10-Q covers, or the date of the event an…

Regulation G

Non-GAAP financial measures

Regulation G is the SEC rule, codified at 17 CFR 244.100 through 244.102, that governs how public companies present non-GAAP financial measures…

Regulation S-K

17 CFR Part 229

Regulation S-K is the SEC's master set of disclosure rules, codified at 17 CFR Part 229, for the non-financial statement portions of registration…

Regulation S-X

17 CFR Part 210

Regulation S-X is the body of SEC rules, codified at 17 CFR Part 210, that sets the form and content of the financial statements companies must…

Risk Factors (Item 1A)

Regulation S-K Item 105

Risk Factors is the section of a 10-K, 10-Q, or registration statement in which a company describes the material factors that make an investment in…

Rule 10b5-1 Trading Plan

A Rule 10b5-1 trading plan is a pre-arranged, written instruction for buying or selling a company's stock, set up before the person has any material…

Schedule 13D

Schedule 13D is the SEC filing required of any investor who acquires beneficial ownership of more than 5% of a public company's outstanding voting…

Schedule 13G

Schedule 13G is the abbreviated beneficial ownership disclosure available to an investor who crosses 5% ownership of a public company's outstanding…

Schedule TO

Tender offer statement

Schedule TO is the disclosure document filed with the SEC by anyone making a tender offer for a public company's equity securities, a public offer to…

Section 16 Insider

Securities Exchange Act of 1934, Section 16

A Section 16 insider, often called a Section 16 officer, is a director or officer of a company with a class of equity registered under Section 12 of…

SIC Code

Standard Industrial Classification

A Standard Industrial Classification (SIC) code is the numeric industry code, up to four digits long, that the SEC attaches to each company in EDGAR…

Smaller Reporting Company (SRC)

A smaller reporting company (SRC) is an issuer with a public float below $250 million, or with annual revenues below $100 million and either no…

SOX 302 and 906 Certifications

Sarbanes-Oxley Act Sections 302 and 906

SOX 302 and 906 certifications are the personal statements that a public company's principal executive officer and principal financial officer sign…

US-GAAP Taxonomy

The US-GAAP taxonomy is the standardized XBRL dictionary of U.S. Generally Accepted Accounting Principles reporting concepts that public companies…

XBRL

eXtensible Business Reporting Language

XBRL (eXtensible Business Reporting Language) is an open, XML-based standard for tagging financial data so that software can read and process it.…

XBRL Taxonomy

An XBRL taxonomy is the standardized dictionary of reporting concepts that XBRL tags refer to. It defines each reportable element — "Revenues," "Net…