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What are SEC filings?

If you’re a beginning investor and aren’t sure where to do your research, look no further. Over 21 million forms with valuable information from brokerages, companies, and individual brokers exist – for free – courtesy of the U.S. Securities and Exchanges Commission’s website.

You can get information on mergers, bankruptcies, IPOs, and much, much, more. Sloughing through paperwork may sound intimidating. It doesn’t have to be. I’ll break down the basics for you.

Definition of SEC Filings

The U.S. Securities and Exchange Commission (SEC) is a federal government watchdog formed during the Great Depression. Its mission is to protect investors, markets, and anyone who has a stake in securities by fostering transparency and the creation of reliable information.

The SEC also enforces securities laws and pursues insider trading, dishonesty, and fraud cases. SEC filings are just one part of their strategy for more transparent markets. They require certain parties to prepare and return financial statements and other documents to the agency.

The documents, with the exception of a handful of forms,  are then published on EDGAR – the Electronic Data Gathering, Analysis, and Retrieval System –  for the public to view. The goal is to empower investors and shareholders with information so they can make the best possible decisions.

Who's Required to Register and Report?

Generally speaking, parties will need to register once and file quarterly or annual reports. Not all parties are required to register with and send reports to the SEC. Here’s who is required to:

  • All companies, both foreign and domestic, with publicly traded securities in the United States
  • Individual investment advisors, brokers, and dealers
  • Brokerage firms

Some companies are exempt from filing. So, if you’re browsing for their documents and cannot find on EDGAR. There may be a reason. Some common exemptions are below:

  • If the company or broker/dealer only works with intrastate offerings
  • Regulation A and D offerings
  • Private offerings
  • Security sales through employee benefit plans

If you’re searching for a company on EDGAR and cannot find it, you can still reach out to other organizations with information.

The SEC recommends that you check with the company, the company’s home state’s Secretary of State, the state securities regulator, other government regulators, and in certain books and databases. You should be able to find the relevant books and databases at your local library.

Main Types of SEC Filing Forms

Depending on what role someone plays in trading securities, they’ll need to file specific paperwork.

But, the SEC currently accepts 158 different forms, each with intricate meaning. If just want to know the basics, this is a great place to start.

Registration forms

All parties must register with the SEC and provide updated information when necessary. For brokers, dealers, and brokerage firms:

  • Form BD: Also called the Uniform Application for Broker-Dealer Registration.
  • Form U-4: Registers “associated persons” of a broker-dealer with FINRA – the Financial Industry Regulatory Authority.

For companies selling securities:

  • Form S-1: Also called the registration statement or prospectus.
  • Form F-1: Same as above, but for foreign companies.  

Reporting forms

After registration, individuals or companies may have to file reports. Here the most common reporting forms. For brokers, dealers, and brokerage firms:

  • Form X-17A-5 Part III: This is the Annual Report. As of 2017, the form is filed electronically on the SEC.gov website.

For companies selling securities:

  • Form 10-K: For annual reports. Different from the annual report to shareholders.
  • Form 10-Q: Companies use this form for quarterly reports.
  • Form 8-K: Considered a current report form.

If you really want a full listing of the forms, check out the SEC’s list.

Using EDGAR to view SEC filings for research

As I mentioned above, EDGAR isn’t just for submitting materials – you can access almost all of the filing forms from any company, too. If you’re looking to do some research on a brokerage firm, individual broker, or a company, the SEC paperwork will give you enough information.

You can access it on EDGAR. But, while the database may be rich with information, it is a pain to use. Even after reading through the tutorial a few times. If you want to see the original documents, however, it is worth it. If you’re just trying to find reliable information about brokers (individuals and firms!), skip EDGAR and use BrokerCheck instead.

It’s free and run by FINRA, a nongovernmental securities regulator. If you have a broker in mind, you can use the search function to see if the broker is registered, their employment history, complaints, and more.

What you can find on EDGAR

If you’re looking to do some research on a brokerage firm, individual broker, or a company, the SEC paperwork will give you enough information.  Here’s what you can find and where you’ll find it.

Bankruptcy 

  • From 8-K

Business combinations

  • Form 8-K
  • Form 14A
  • Form S-4
  • Schedule 14C

Executive compensation

  • Form 8-K
  • Form 10-K
  • Form 10-Q
  • Registration statements
  • Schedule 14A

Insider transaction and beneficial ownership interest

  • Form 3, 4, and 5

Initial public offerings

  • Registration statements: form types that begin with S- or F-

Shareholder meetings and proxy solicitations

  • Pre 14A
  • Pre 14C
  • PREM 14A
  • DEF 14A
  • DEF 14C
  • DEFM 14A
  • DEFM 14C
  • DEFR 14A

Final Thoughts

It may be hard to read through the countless paperwork and forms. But, if you’re a potential or current investor, it’s well worth it.

Once you look at the forms a few times, it isn’t so bad. SEC filings do provide critical information and allow for transparency. In the end, knowing about fraud and bankruptcies can save you thousands. Luckily, the EDGAR database and FINRA’s resources make it a bit less of a pain. If you’re on the other side and you must file, it still may feel like a burden.

It doesn’t hurt to talk to a professional or seek help directly from the SEC if you aren’t sure where to start.    

 

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