Lesson 6 of 9
What to watch, and when
The filings that can test a thesis, in the order they arrive across a fiscal year, and what to read in each on the day it is filed.
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
- Five filings can test a thesis: the 10-Q, the 10-K, the proxy, the 8-K, and Form 4. Each carries different evidence on a different schedule.
- Three of them are scheduled and two are not: an 8-K and a Form 4 can arrive on any day the triggering event happens.
- Match each condition to the one filing that actually tests it, before the year starts, not after something moves.
A thesis is only as current as the filings behind it. Five documents carry everything a condition can rest on, and they arrive on two different kinds of schedule: three on a calendar set months in advance, two on the day something happens.
One company's filing year
- Feb-MarForm 10-KThe audited annual statements, 60 to 90 days after fiscal year end.
- AprProxy statementExecutive pay, director elections, and votes on the year ahead.
- MayQ1 Form 10-QReviewed, not audited. 40 or 45 days after quarter end.
- AugQ2 Form 10-QSame review, one quarter later.
- NovQ3 Form 10-QThe last scheduled filing before the year closes.
- Any dayForm 8-K and Form 4Filed within days of the event itself, not on a calendar.
The three scheduled filings
The 10-Q carries the quarter's statements, reviewed rather than audited, 40 days after quarter end for large accelerated and accelerated filers and 45 for everyone else. It covers only the first three quarters; the fourth has no filing of its own: its income and cash-flow figures are the year minus the three filed quarters.
The 10-K carries the audited annual statements and their notes, in Item 8, 60 to 90 days after fiscal year end depending on filer size. It is the one scheduled filing with an auditor's opinion on the company's own statements. A Form 12b-25 (NT 10-K or NT 10-Q) says a scheduled filing will be late, and is itself worth reading the day it arrives.
The proxy statement carries what the 10-K usually does not: executive pay tables, director biographies, and the matters shareholders vote on. It is filed separately, often weeks after the 10-K.
The two event-driven filings
A Form 8-K is due within four business days of specific events, listed by item number: 1.01 for a material agreement, 2.02 for results, 2.03 for the creation of a direct financial obligation such as new borrowing, 4.01 for a change of auditor, 4.02 for a determination that past statements should no longer be relied on, 5.02 for an officer's departure. None of these waits for a quarter to end.
A Form 4 reports an insider's transaction in the company's own shares within two business days, under Section 16(a) of the Securities Exchange Act. Read the transaction code first. P is an open-market purchase and S a sale; A, M and F are a grant, an option exercise and shares withheld for tax, and carry no view. A box marks a sale made under a pre-arranged Rule 10b5-1 plan. The form never says why.
On the day it arrives
- 10-K: open the auditor's report and Item 9A.
- 10-Q: compare against the same quarter a year earlier.
- 8-K: read the item number first; it says what happened.
- Proxy: check the pay metrics against last year's.
- Form 4: read the transaction code before anything else.
Match the condition to the filing that tests it
A condition on an annual figure is tested once a year, at the 10-K. A condition on a quarterly income or cash-flow figure is tested four times: three from the 10-Qs and the fourth derived from the 10-K. A balance-sheet figure at year end is simply the 10-K's balance sheet. A condition that would be violated by new borrowing is tested the day an 8-K under Item 2.03, the creation of a direct financial obligation, is filed, not months later at the next 10-Q.
Check yourself
Which filing carries the audited annual statements a return-on-equity condition would be tested against?
- The proxy statement
- Form 10-K
- Form 8-K
Show the answer
Answer: B.
Item 8 of the 10-K carries the audited statements. It is the one scheduled filing with an auditor's opinion on the company's own statements.Why can a Form 8-K test a condition before the next scheduled filing?
- It is filed every quarter like the 10-Q
- It is due within days of specific events, not on a calendar tied to the fiscal year
- It replaces the 10-K in years when nothing scheduled happens
Show the answer
Answer: B.
An 8-K item, such as 1.01 for a material agreement, is triggered by an event and filed within four business days of it.What does a Form 4 filing, on its own, tell you about an insider's trade?
- The specific reason the insider bought or sold
- That a transaction happened, within two business days, with no stated reason
- Whether the company's thesis still holds
Show the answer
Answer: B.
Section 16(a) requires the transaction to be reported quickly. It does not require, or carry, an explanation.Sources
- Form 10-K, General Instruction A(2): 60, 75 and 90 day filing deadlines by filer status.
- Form 10-Q, General Instruction A(1): 40 and 45 day filing deadlines.
- Form 8-K items 1.01, 2.02, 2.03, 4.01, 4.02 and 5.02.
- Section 16(a) of the Securities Exchange Act: Forms 3, 4 and 5, with a Form 4 due within two business days.
- SEC Rule 10b5-1: pre-arranged trading plans, with the 2022 amendments.
What this leaves out
- The filing dates shown are illustrative, built around a 31 December fiscal year end. A company's own fiscal year and filer status set its real calendar.
- The deadlines quoted are outer bounds in the general instructions to the forms. A company can file earlier than any of them.
- A Form 4 reports that a transaction happened. It carries no explanation, and this lesson supplies none either.
- Nothing here is advice about any security.