Lesson 1 of 8
Registration and reporting
The 1933 Act governs selling securities. The 1934 Act governs reporting afterwards. Caterpillar files under both, and the forms look nothing alike.
By Javier Sanz
Founder of ValueScreener. Built Ninety Nine, a securities services provider, and sold it to a tier-one global bank; ran operations and internationalization at Alpaca, the brokerage API.
Who writes thisEditorial processLinkedIn (opens in a new tab)X (opens in a new tab)
In one minute
- The Securities Act of 1933 governs the sale of securities: registration, the prospectus, and what a buyer must be told at the point of sale.
- The Securities Exchange Act of 1934 governs everything afterwards: periodic reporting, proxies, insider filings and the SEC itself.
- A 10-K is a 1934 Act filing. A prospectus is a 1933 Act one. The same company files both and they answer different questions.
Two statutes, passed a year apart, do almost all the work. Nearly every document in this course exists because one of them requires it.
The distinction is worth ten minutes because it explains why a company's filing list is a mixture of documents that look unrelated.
Two acts, two jobs
Securities Act of 1933
- Registration statements, on forms such as S-1 and S-3.
- The prospectus a buyer receives.
- Liability for what a selling document said.
- Exemptions for sales that need no registration.
Securities Exchange Act of 1934
- Annual and quarterly reports, 10-K and 10-Q.
- Current reports, 8-K.
- Proxy statements and insider filings.
- The Securities and Exchange Commission itself.
One governs the moment of sale. The other governs the years that follow it.
Why there are two
The 1933 Act came first and did one thing: it required that anyone selling securities to the public register the offering and deliver a document telling buyers what they were buying.
That covers the sale and stops. A buyer who held the shares for ten years was told nothing further, so the 1934 Act added continuous reporting, created the SEC to administer it, and brought exchanges and brokers under supervision.
The division survives in the forms. A registration statement describes an offering. A periodic report describes a year.
Both, in one company's filing list
Caterpillar's EDGAR index shows the mixture plainly. Among its most recent 1,002 filings, indexed from 12 March 2019 to 1 September 2026, are seven 10-Ks and 23 10-Qs, which are 1934 Act reports, and eight filings on Form 424B5, which are prospectus supplements under the 1933 Act for sales of debt securities.
The same company, the same index, two statutes. A reader who does not know the difference reads a 424B5 as though it described the business and is confused, because it describes an offering.
The cover page tells you which
Every 8-K carries a line saying it is a current report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Walmart's 8-K of 23 February 2024 carries exactly that line above the company name.
Registration statements say the opposite, naming the Securities Act of 1933. The cover page of any filing settles which regime it belongs to in one sentence, and it is the first thing to read when a document's purpose is unclear.
What each one makes a company liable for
Both create liability for false or misleading statements, and the standards differ in ways that matter more to lawyers than to investors. The practical point for a reader is different.
A 1933 Act document is written to sell something, and it is the most carefully lawyered thing a company produces. A 1934 Act report is written to comply, and its risk factors and management discussion are where a company describes its own problems because it is required to. The second is usually the more useful document for research, which is the opposite of what the effort put into each would suggest.
Check yourself
Which act requires a company to file an annual report on Form 10-K?
- The Securities Act of 1933
- The Securities Exchange Act of 1934
- Neither; it is a stock exchange rule
Show the answer
Answer: B.
The 1933 Act governs the sale of securities. Continuous reporting, including the 10-K, comes from the 1934 Act, which also created the SEC.A company files a prospectus supplement on Form 424B5. What is it doing?
- Reporting its quarterly results
- Selling securities, under the 1933 Act
- Announcing a change of auditor
Show the answer
Answer: B.
A 424B5 is a 1933 Act document describing an offering. Caterpillar filed eight of them within its most recent thousand filings, alongside its periodic reports.Where does a filing say which act it was made under?
- In the financial statements
- On the cover page, which names the section and the act
- It does not say
Show the answer
Answer: B.
Every 8-K states that it is a current report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Registration statements name the 1933 Act instead.Sources
- The Securities Act of 1933, on registration of offerings and the prospectus.
- The Securities Exchange Act of 1934, on periodic reporting, proxies and the establishment of the Securities and Exchange Commission.
- Caterpillar Inc. EDGAR submissions index, read on 16 September 2026, covering the 1,002 most recent filings from 12 March 2019 to 1 September 2026, for the counts of 10-K, 10-Q and 424B5 filings.
- Walmart Inc., Form 8-K, filed 23 February 2024, accession 0000104169-24-000033, for the cover page citation of Section 13 or 15(d) of the Securities Exchange Act of 1934.
What this leaves out
- The filing counts are from one company's index on one day. EDGAR returns the most recent filings up to a limit, so these are not a complete history of Caterpillar's filings.
- The two acts are summarised in their main effects. Both have been amended many times, and other statutes govern investment companies, advisers and municipal securities.
- Nothing here is legal advice, and nothing here is advice about any security.