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 statements, periodic reports, proxy statements, tender offer documents, and other filings. Each topic is a numbered Item, and forms such as the 10-K, 10-Q, and S-1 mostly work by instructing companies to "furnish the information required by" a given S-K Item.
Full guide: SEC Filings Explained: 10-K, 10-Q, 8-K, DEF 14A, S-1, Form 4
Item 10 sets out how the regulation applies, the Commission's policy on management projections, and the rules for non-GAAP financial measures in filings (Item 10(e)). The Items most investors meet are organized by number. The 100 series describes the business and its legal setting, including Item 101 (description of business), Item 103 (legal proceedings), Item 105 (risk factors), and Item 106 (cybersecurity). The 300 series covers financial information, including Item 303 (MD&A), Item 305 (market risk), and Items 307 and 308 (controls and procedures). The 400 series covers management and governance, including Item 402 (executive compensation). Item 601 governs exhibits.
The mapping to Form 10-K is direct: Item 1 draws on S-K Item 101, Item 1A on Item 105, Item 7 on Item 303, Item 7A on Item 305, Item 9A on Items 307 and 308, and Item 15 on Item 601. The financial statements themselves are governed separately by Regulation S-X.
Item 10(f) builds in scaled disclosure for smaller reporting companies, which may choose, item by item, between the smaller-company requirements and the standard ones for a listed set of Items including 101, 302, 305, 402, 404, 407, and 601. Knowing which S-K Item a section answers makes it easier to find the same disclosure across companies and filing types.
A: It covers the narrative and non-financial parts of SEC filings, such as the business description, risk factors, MD&A, executive compensation, governance, and exhibits. Financial statement content is covered by Regulation S-X.
A: The 10-K has its own item numbers, and most of them direct the company to provide the disclosure required by a specific S-K Item. For example, 10-K Item 7 (MD&A) requires the information in S-K Item 303.
A: They follow it with scaled options. Item 10(f) lists the Items where smaller reporting companies may use lighter requirements, and they can choose on an item-by-item basis.
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