What is a Form 10-K annual report?

The Form 10-K is the most complete document a U.S. public company publishes each year. It is required under Section 13 or 15(d) of the Securities Exchange Act of 1934, and its content follows a fixed list of items set by the SEC. Because the structure is the same for every company, once you know where things are, you can move through any 10-K quickly.

When is a 10-K due?

The deadline depends on the company’s filer status, which is based mainly on its public float (see our guide to filer status):

Filer status	Due after fiscal year end
Large accelerated filer	60 days
Accelerated filer	75 days
Non-accelerated filer	90 days

A deadline that lands on a weekend or federal holiday moves to the next business day. A company that cannot meet it can file a Form 12b-25 notification and receive up to 15 extra calendar days; on EDGAR this appears as form type NT 10-K. The due-date calendar shows the projected window for each company we follow.

What is inside, item by item?

Part I describes the company. Item 1 (Business) explains what it sells, to whom and how. Item 1A (Risk Factors) lists the material risks management sees. Item 1B covers unresolved SEC staff comments, Item 1C covers cybersecurity risk management and governance (added by the SEC’s 2023 cybersecurity rules), Item 2 lists properties, Item 3 legal proceedings and Item 4 mine safety disclosures.

Part II holds the numbers. Item 5 covers the market for the company’s stock, dividends and share repurchases. Item 7 is Management’s Discussion and Analysis (MD&A), where management explains results, liquidity and capital resources in its own words. Item 7A covers market risk such as interest-rate and currency exposure. Item 8 contains the audited financial statements and notes. Item 9A reports on disclosure controls and internal control over financial reporting.

Part III covers directors, executive compensation, security ownership, related-party transactions and accountant fees (Items 10 to 14). These are often incorporated by reference from the proxy statement.

Part IV lists exhibits and financial statement schedules (Item 15). The exhibits include the chief executive and chief financial officer certifications required by the Sarbanes-Oxley Act, filed as Exhibits 31 and 32.

Which sections should you read first?

The SEC’s own guide, “How to Read a 10-K”, suggests starting with the business description and risk factors to understand what the company does and what could go wrong, then reading MD&A alongside the financial statements. Our step-by-step 10-K reading guide turns that into a 30-minute routine.

Notes to the financial statements are where accounting choices, segment results, debt maturities and contingencies are explained. When a number in MD&A looks surprising, the relevant note usually says why.

How is a 10-K different from a 10-Q?

A 10-Q covers a single quarter, is shorter, and its financial statements are reviewed rather than audited. There is no 10-Q for the fourth fiscal quarter; the 10-K covers the full year instead. The 10-K vs 10-Q guide compares them in detail.

Amendments and transition reports

A company that needs to correct or complete a 10-K files a 10-K/A. Sometimes a 10-K/A exists only to add the Part III information when the proxy statement will be filed later than 120 days after year end. A company that changes its fiscal year files a transition report, form type 10-KT, for the gap period.