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SEC Filings Glossary

Amended SEC Filings (/A Suffix)

Definition

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, 10-Q/A, or 8-K/A. Under Exchange Act Rule 12b-15, amendments are filed under cover of the original form, marked with the letter A, and must set out the complete text of every item being amended.

An /A does not by itself mean the numbers were wrong. Amendments range from adding a missing exhibit to fully restating financial statements, so the scope is what matters.

Full guide: Amended SEC Filings: What a 10-K/A Actually Means

Details

Rule 12b-15 sets the mechanics. Amendments are numbered in sequence and filed separately for each report, and they must be signed on behalf of the registrant. When the amended report is one that requires officer certifications, such as a 10-K or 10-Q, the amendment must carry new certifications from the principal executive and principal financial officers. The rule applies to Exchange Act reports and statements alike, and amendments to a registration statement may come either before or after it becomes effective.

A frequent, routine reason for a 10-K/A involves Part III. General Instruction G(3) to Form 10-K lets a company incorporate Part III items (directors, executive compensation, ownership, related transactions, and accountant fees) from its proxy statement, provided the proxy is filed within 120 days after fiscal year end. If it is not, the Part III information must be filed as part of the 10-K or by amendment before the 120-day window closes, and a 10-K/A that does only this leaves the financial statements untouched.

The serious case is a restatement. When a company's board or authorized officers conclude that previously issued financial statements should no longer be relied on because of an error, Form 8-K Item 4.02 requires disclosure, and corrected figures typically follow in an amended periodic report. The explanatory note at the front of an amendment usually says which situation you are in. Because an amendment can supersede reported figures, historical data should always be checked against the latest version on record.

FAQ

Q: What does /A mean on an SEC filing?

A: It marks the filing as an amendment to a previously submitted document of the same form type, for example a 10-K/A amending an annual report on Form 10-K.

Q: Does a 10-K/A mean the company restated its financials?

A: Not necessarily. Many 10-K/As only add Part III disclosure or exhibits. A restatement is usually signaled by an Item 4.02 non-reliance 8-K and an amendment that revises the financial statements themselves.

Q: Do amended filings need new SOX certifications?

A: Yes, when the original report required them. Rule 12b-15 requires amendments to such reports to include new certifications by the principal executive and principal financial officers.

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