10-K vs 10-Q

The short version

Every U.S. public company files two kinds of regular reports with the Securities and Exchange Commission (SEC).

• Form 10-K is the annual report. It describes the business, its risks and its results for the full fiscal year, and its financial statements are audited by an independent accounting firm.
• Form 10-Q is the quarterly report. It is filed for each of the first three quarters of the fiscal year. Its financial statements are unaudited, though they are reviewed by the auditor. There is no 10-Q for the fourth quarter, because the 10-K covers the full year.

So a typical company files three 10-Qs and one 10-K a year. Both are free on EDGAR, the SEC’s public filing system.

The 10-K is different from the glossy “annual report to shareholders” that some companies mail out before their annual meeting. The two often overlap, but the 10-K is the legal filing with a set structure.

Deadlines depend on company size

How quickly a company must file depends on its filer category, which is based mostly on its public float: the market value of its common stock held by people other than affiliates (officers, directors and controlling holders), measured on the last business day of its second fiscal quarter.

To be an accelerated or large accelerated filer, a company must also have been reporting to the SEC for at least 12 calendar months and have filed at least one annual report. Small companies that qualify as smaller reporting companies under the revenue test (annual revenue under $100 million, with a public float under $700 million) are not treated as accelerated filers, so they get the longer deadlines.

For a large company with a December 31 year end, that means the 10-K is due around March 1 and the first-quarter 10-Q around May 10. The exact date shifts when a deadline lands on a weekend or holiday.

When a company files late

A company that cannot file on time can submit Form 12b-25, which shows up on EDGAR as “NT 10-K” or “NT 10-Q” (NT stands for notification of late filing). It must be filed within one business day after the due date. If the company states that it will file soon, it gets an extra 15 calendar days for a 10-K or 5 calendar days for a 10-Q.

An NT filing is not always bad news, but it is worth reading. The form has to explain why the report is late, and the reasons sometimes include accounting reviews or auditor questions. A company that misses its deadline can also receive a warning from its stock exchange, which it must report on an 8-K under Item 3.01.

What is inside a 10-K

The 10-K has four parts and a fixed list of items. These are the ones most worth knowing.

Part I

• Item 1, Business. What the company does, its segments, competitors, customers and employees.
• Item 1A, Risk factors. What management says could go wrong. Long and often generic, but changes from year to year can be revealing.
• Item 1C, Cybersecurity. How the company manages cyber risk, a section added for fiscal years ending in late 2023 onward.
• Item 3, Legal proceedings.

Part II

• Item 5, Market for the company’s stock. Includes share buybacks.
• Item 7, Management’s discussion and analysis (MD&A). Management’s own explanation of the results, trends, cash and debt.
• Item 7A, Market risk. Exposure to interest rates, currencies and commodity prices.
• Item 8, Financial statements. The audited income statement, balance sheet, cash flow statement and the notes, plus the auditor’s report.
• Item 9A, Controls and procedures. Whether internal controls over financial reporting work. A “material weakness” disclosed here is a red flag.
• Item 9B, Other information. This is where companies disclose when directors and officers adopted or ended 10b5-1 trading plans during the last quarter.

Part III covers directors, executive pay and ownership by insiders and large holders. Many companies leave it out of the 10-K and fill it in by reference to their proxy statement (DEF 14A), filed a few months later.

Part IV lists exhibits, such as major contracts and the list of subsidiaries.

What is inside a 10-Q

The 10-Q is shorter. Part I has the unaudited financial statements (Item 1), MD&A for the quarter (Item 2), market risk (Item 3) and controls (Item 4). Part II covers legal proceedings, any updates to risk factors, unregistered share sales and buybacks, defaults on debt and “Other information” (Item 5), which again includes 10b5-1 plan adoptions and terminations by insiders.

Which sections to read first

If you have 20 minutes with a 10-K, a common order is:

1. MD&A (Item 7). It tells you what management thinks drove the year and what it expects to matter next.
2. The financial statements and notes (Item 8). Check revenue, operating income and cash flow from operations. The notes explain the accounting choices behind the numbers.
3. Risk factors (Item 1A). Skim for new or rewritten risks. Comparing this year’s list with last year’s is often more useful than reading it fresh.
4. Controls (Item 9A) and the auditor’s report. Look for a material weakness or unusual language from the auditor.
5. Other information (Item 9B). Quick to scan, and it shows insiders’ trading plans.

For a 10-Q, MD&A and the financial statements are usually enough, plus any new risk factors in Part II.

XBRL: the data behind the documents

Since 2009 the SEC has required most companies to tag the numbers in their financial statements with XBRL, a data format that labels each figure, such as revenue or net income, in a way computers can read. In June 2018 the SEC adopted Inline XBRL, which puts the tags directly inside the human-readable document. It was phased in for fiscal periods ending on or after June 15, 2019 for large accelerated filers, 2020 for accelerated filers and 2021 for everyone else.

For a reader, XBRL is what makes it possible to pull ten years of revenue for a company, or compare one figure across thousands of companies, without retyping tables from PDFs. When you open a 10-K on EDGAR, the Inline XBRL viewer lets you click a number and see its tag and definition. Much of the company financial data on financial websites, including ours, starts from these tags.

XBRL data is only as good as the tagging. Companies sometimes use custom tags or tag figures inconsistently from year to year, so totals from automated sources should be checked against the filing when a number looks odd.

Where WallStPal fits

We do not republish 10-Ks or 10-Qs in full, but we use them. The 10b5-1 plan disclosures in Item 9B of the 10-K and Item 5 of the 10-Q feed our trading plans page. We read them from each filing’s XBRL tags, so plans a company describes only in plain text may not appear. Our stock pages show each company’s CIK, the number EDGAR uses to identify it, so you can find its 10-Ks and 10-Qs there, alongside a timeline of its recent 8-Ks and insider trades.

Where the rule comes from

• The SEC’s Form 10-K and Form 10-Q, whose general instructions set the deadlines and list the items.
• The filer category definitions in Rule 12b-2.
• Rule 12b-25, on late filing notices.
• The SEC’s glossary entries for Form 10-K and Form 10-Q.
• A summary of the 2018 Inline XBRL rule from Arnold & Porter.

Examples

Amazon’s 10-K and Jeff Bezos’s trading plan, 2024. Amazon’s annual report for 2023, filed in early February 2024, disclosed under its “other information” section that on November 8, 2023, Jeff Bezos had adopted a trading plan to sell up to 50 million Amazon shares over a period ending January 31, 2025, as TipRanks/The Fly reported from the filing. The 10-K itself is on EDGAR. Investors who read that section knew about the planned sales before the Form 4s showed them.

Super Micro Computer’s late 10-K, 2024 to 2025. In late August 2024, Super Micro Computer said it would delay its 10-K for the fiscal year ended June 30, 2024. Its auditor resigned that October, and the company later hired BDO USA. It filed the 10-K, along with two overdue 10-Qs, on February 25, 2025, meeting the deadline Nasdaq had given it to regain compliance, as The Register reported. The company’s own announcement of the delay is still online.

Explain it like I’m 13

A 10-Q is like a progress report your school sends home after each grading period. It shows how you are doing, but nobody has double-checked every grade yet.

A 10-K is the final report card for the whole year. It is longer, an outside checker (the auditor) has gone over the numbers, and it includes notes about what could go wrong next year. Big schools have to send it out sooner than small ones.

WallStPal explains public filings. Nothing here is investment advice. Editorial policy · Corrections