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, list of subsidiaries, officer certifications, and XBRL data files. Item 601 of Regulation S-K sets out which exhibits each form requires and assigns every exhibit type a standard number, so Exhibit 21 is always the subsidiary list and Exhibit 31 is always the officer certification, whatever the company.
Item 601 contains an exhibit table that marks, form by form, which exhibits are required for the S-1, S-3, S-4, S-8, Form 10, 8-K, 10-Q, 10-K, and others. Each filing must include an exhibit index placed before the signatures, and each listed exhibit must be hyperlinked, either to the attached document or, when incorporated by reference, to the earlier EDGAR filing where it lives. In the 10-K the exhibits are listed under Item 15; in the 10-Q under Item 6 of Part II; in an 8-K under Item 9.01.
Commonly read exhibits include 3 (articles of incorporation and bylaws), 4 (instruments defining security holders' rights, such as indentures), 10 (material contracts), 21 (subsidiaries), 23 (consents of experts and counsel), 31 and 32 (officer certifications), 97 (the clawback policy for erroneously awarded compensation), 99 (additional exhibits, often press releases), 101 (the Interactive Data File in XBRL), and 104 (the cover page data file). Exhibit 10 captures contracts outside the ordinary course of business, as well as ordinary-course contracts the business substantially depends on, and management contracts or compensatory plans in which a director or named executive officer participates are treated as material and must be filed.
Exhibit 101 is the machine-readable XBRL version of the financial statements, the data GeminIQ draws on from EDGAR. The other exhibits are where the underlying agreements live, often with terms that the main filing only summarizes.
A: Exhibit 10 is the material contracts exhibit. It includes significant agreements outside the ordinary course of business, contracts the business substantially depends on, and executive and director compensation arrangements.
A: They are the officer certifications. Exhibit 31 holds the Rule 13a-14(a) certifications signed separately by the principal executive and principal financial officers; Exhibit 32 holds the certifications under 18 U.S.C. 1350, which are furnished rather than filed.
A: Item 601 lets companies redact personal information whose disclosure would be a clearly unwarranted invasion of privacy, such as bank account or social security numbers, and permits omitting immaterial schedules to exhibits if the omitted schedules are listed.
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