SEC Filings Dictionary
Simple explanations of SEC forms.
All Filings
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Filing Amendments (/A): Any form ending with /A is a corrected or updated version of an earlier filing (example: 8-K/A, S-1/A, 13D/A). It usually adds missing details, fixes numbers, or updates the final terms.
| Form Type | What it is |
|---|---|
|
description
10-K
Annual Report
|
Annual Report
The company's full yearly report.
Includes audited financial statements, risks, and how the business makes money. Usually the most complete document a public company files each year. |
|
description
10-Q
Quarterly Report
|
Quarterly Report
A company's quarterly update.
Shows financial results, cash/debt, and important business changes since last quarter. Not audited like a 10-K, but still very useful. |
|
description
20-F
Foreign Annual Report
|
Foreign Annual Report
The yearly report used by foreign companies listed in the US.
Similar to a 10-K, but often includes extra country/regulatory details. Common for ADRs and global companies. |
|
description
6-K
Current Foreign Report
|
Current Foreign Report
A foreign company's ongoing update report.
Used for important announcements like results, major deals, or other material news. Often the fastest SEC channel for non-US issuers. |
|
description
40-F
Canadian Annual Report
|
Canadian Annual Report
Annual report for many Canadian companies listed in the US.
Similar goal as a 10-K: give investors the full yearly picture. Often used under special Canada/US listing rules. |
|
description
8-K
Current Report
|
Current Report
A report when something big happened.
Filed when the company has a major event: leadership change, financing, acquisition, bankruptcy, etc. Usually filed within a few business days after the event. |
|
description
425
M&A Communications
|
M&A Communications
Documents about a merger or business combination.
Can include presentations, deal explanations, and press releases. Helps investors understand what the companies are trying to do. |
|
description
15-12G
Termination of Registration
|
Termination of Registration
The company says it plans to stop being an SEC reporting company.
Often connected to going private, delisting, or moving away from major exchanges. Means less public reporting going forward. |
|
description
10-12G
Registration of Securities
|
Registration of Securities
A filing used to register a class of securities for public reporting.
Often appears when a company starts reporting to the SEC or registers a new share class. It is mostly a technical starting point filing. |
|
description
Form 4
Insider Trading Report
|
Insider Trading Report
Shows trades made by insiders (executives, directors, or big owners).
Tells you if insiders bought or sold shares, and how much. Usually appears shortly after the trade. |
|
description
144
Notice of Proposed Sale
|
Notice of Proposed Sale
A notice that restricted/control shares may be sold soon.
Often used by insiders or large holders before selling in the open market. Not always a sale yet, but it is a signal the selling may happen. |
|
description
SCHEDULE 13D
Active Beneficial Ownership (5%+)
|
Active Beneficial Ownership (5%+)
Filed when someone owns more than 5% and may want to influence the company.
Often used by activists. Usually includes the buyer's intentions and plans. |
|
description
SCHEDULE 13G
Passive Beneficial Ownership (5%+)
|
Passive Beneficial Ownership (5%+)
Filed when someone owns more than 5% but is not trying to control the company.
Often used by institutions and funds. A cleaner 'we own it, but we are passive' report. |
|
description
SC 13E3
Going Private Transaction
|
Going Private Transaction
Used when a company (or controlling holders) plans to take it private.
Explains the transaction, pricing, and why they want to end public trading. Very important if you hold the stock. |
|
description
S-1
IPO Registration
|
IPO Registration
The main document for a first-time public offering.
Explains the business, risks, financials, and how shares will be sold. Usually the core IPO document investors read. |
|
description
S-1MEF
Additional Registration (MEF)
|
Additional Registration (MEF)
A smaller add-on to register additional shares for an existing S-1 offering.
Often used to increase offering size or cover extra demand. Mostly technical. |
|
description
F-1
Foreign IPO Registration
|
Foreign IPO Registration
The IPO registration statement used by foreign companies listing in the US.
Similar purpose to S-1. Used for international companies entering US markets. |
|
description
F-10EF
Canadian Registration (MJDS)
|
Canadian Registration (MJDS)
A registration form used by some Canadian issuers under special cross-border rules.
Often related to offerings in the US. More common for larger Canadian companies. |
|
description
S-3
Shelf Registration
|
Shelf Registration
Pre-approval to raise money later (shares or debt) over a period of time.
The company can pull from the shelf when it wants to raise capital. Does not always mean immediate dilution, but enables it. |
|
description
S-3ASR
Automatic Shelf (Large Issuers)
|
Automatic Shelf (Large Issuers)
A shelf registration for very large, established companies.
Lets them register and issue securities faster, with fewer delays. Mostly relevant for big-cap issuers. |
|
description
F-3
Foreign Shelf Registration
|
Foreign Shelf Registration
The shelf registration version for foreign companies.
Allows future capital raises in US markets. Signals flexibility to issue shares or debt later. |
|
description
S-4
M&A Registration
|
M&A Registration
Used when a merger involves issuing new shares to complete the deal.
Contains deal terms, exchange ratios, and the why behind the merger. Often one of the main merger documents. |
|
description
424B3 / 424B4
Final Prospectus / Pricing Details
|
Final Prospectus / Pricing Details
The document that finalizes details of an offering.
Usually includes final pricing, number of shares, and who can sell. Helpful for understanding real dilution/supply. |
|
description
424B5
Final Prospectus Supplement
|
Final Prospectus Supplement
Used for active offerings, including at-the-market (ATM) programs.
Shows how the company can sell shares into the market. Often relevant for dilution risk. |
|
description
424B7
Selling Shareholder Prospectus
|
Selling Shareholder Prospectus
Allows existing shareholders to sell shares under a registered prospectus.
Often used by early investors or insiders after lockups. Can signal potential supply pressure. |
|
description
FWP
Free Writing Prospectus
|
Free Writing Prospectus
Extra marketing material related to an offering.
Can include slides, summaries, or term sheets. Not always the main legal document, but can explain the pitch. |
|
description
DEF 14A
Definitive Proxy Statement
|
Definitive Proxy Statement
The document shareholders use to vote.
Includes board elections, executive pay, proposals, and meeting details. Key for governance and shareholder decisions. |
|
description
DEF 14C
Information Statement (No Vote)
|
Information Statement (No Vote)
Used when a company does not need a shareholder vote (often due to a majority holder).
Explains actions being taken even without a vote. Signals concentrated control. |
|
description
DEFM14A
Merger Proxy
|
Merger Proxy
A proxy statement specifically for voting on a merger.
Explains the deal terms, timeline, and what shareholders receive. Usually one of the final steps before approval. |
|
description
DEFN14A
Contested Proxy
|
Contested Proxy
Filed when there is a fight over the board or control.
Often used by an opposing group trying to replace management. Signals a proxy battle. |
|
description
DEFR14A
Revised Proxy
|
Revised Proxy
An updated version of a previously filed definitive proxy.
Used to correct or update proposals and details. Usually not a new story, but changes can matter. |
|
description
DEFA14A
Additional Proxy Materials
|
Additional Proxy Materials
Extra communications to influence how shareholders vote.
Can include letters, presentations, or arguments. Common in heated votes or sensitive proposals. |
|
description
DFAN14A
Activist / Non-Management Materials
|
Activist / Non-Management Materials
Proxy materials filed by someone other than management.
Often activists trying to persuade shareholders. A sign of pressure on leadership. |
|
description
PRE 14A
Preliminary Proxy (Draft)
|
Preliminary Proxy (Draft)
A draft proxy filed before the final definitive version.
Submitted for SEC review. Useful for early visibility into upcoming votes. |
|
description
PRE 14C
Preliminary Information Statement (Draft)
|
Preliminary Information Statement (Draft)
A draft version of an information statement.
Used before the final is filed. Early notice of actions planned without a shareholder vote. |
|
description
PREM14A
Preliminary Merger Proxy (Draft)
|
Preliminary Merger Proxy (Draft)
A draft merger proxy filed for SEC review.
Early look at deal terms and conditions. Not final, but very informative. |
|
description
SC TO-T
Third-Party Tender Offer
|
Third-Party Tender Offer
A formal offer from an outside party to buy shares directly from shareholders.
Usually includes price, deadline, and conditions. Often part of a takeover attempt. |
|
description
SC TO-I
Issuer Tender Offer
|
Issuer Tender Offer
The company offers to buy back its own shares from shareholders.
Explains price range, amount, and rules. Can reduce share count if completed. |
|
description
SC TO-C
Tender Offer Communications
|
Tender Offer Communications
Updates and communications about an ongoing tender offer.
Includes extensions, changes, and progress notes. Helps track what is happening during the offer. |