10-Q SEC Form

What is SEC Form 10-Q?

SEC Form 10-Q is a quarterly report that publicly traded U.S. companies must file with the Securities and Exchange Commission (SEC). It provides unaudited financial statements and disclosures about a company’s financial condition and operations for each of the first three fiscal quarters. The fourth quarter is reported in the audited annual Form 10-K.

Key takeaways

• Filed quarterly (first three quarters) by U.S. public companies; the fourth-quarter report appears in Form 10-K.
• Contains unaudited financial statements, management’s discussion and analysis (MD&A), disclosures and information on internal controls.
• Filing deadlines depend on a company’s public float (40 or 45 days after quarter end).
• Provides investors with timely performance data to compare across periods and evaluate risks and trends.

Who must file

All U.S. public companies with securities traded on an exchange are required to file Form 10-Q. The timing of the filing depends on the company’s public float (the market value of shares held by public investors, excluding holdings by officers, owners, or the government).

Filing deadlines

Deadlines vary by filer category, determined by public float:

• Large accelerated filers: public float ≥ $700 million — file within 40 days after quarter end.
• Accelerated filers: $75 million ≤ public float < $700 million — file within 40 days.
• Non‑accelerated filers: public float < $75 million — file within 45 days.

Late filings

If a company cannot meet the deadline, it must file a non‑timely filing (NT 10‑Q) explaining the delay and typically requesting a short extension (commonly five days). The SEC may permit late filings for reasonable causes such as ongoing audits, litigation, mergers and acquisitions, or bankruptcy. Failure to file timely (including within allowed extensions) can lead to regulatory consequences, including exchange delisting, loss of SEC registration, and legal exposure.

Components of Form 10‑Q

Form 10‑Q is organized into two main parts:

Part I — Financial Information
* Condensed balance sheets, income statements and cash flow statements (unaudited).
Management’s Discussion and Analysis (MD&A) explaining results of operations and liquidity.
Market risk disclosures and information about internal controls over financial reporting.

Part II — Other Information
* Legal proceedings and risk disclosures.
Unregistered sales of equity securities and use of proceeds.
Defaults on senior securities, and other material events or exhibits.

Signature and review requirements

At least one authorized officer plus the principal financial officer or chief accounting officer must sign the filing. 10‑Q financials are generally unaudited, but SEC rules prohibit materially false or misleading statements. The SEC staff reviews filings and can comment or request additional disclosure.

Why 10‑Q matters to investors

• Offers timely insight into quarterly performance, trends, and changes in working capital, inventory, receivables, share repurchases, and legal exposures.
• Enables comparison with prior quarters and competitors to evaluate financial health and outlook.
• Serves as a primary source of verified company disclosures available to the public via the SEC’s EDGAR database or company investor relations pages.

Related SEC filings

• Form 10‑K — Annual audited report covering the full fiscal year, including the fourth quarter; more detailed than a 10‑Q.
• Form 8‑K — Current report for material events or developments not covered in 10‑Q/10‑K (e.g., executive changes, acquisitions, asset dispositions).
• Annual report — A company‑issued report to shareholders that often supplements the 10‑K with narrative material such as a CEO letter.

Conclusion

Form 10‑Q is a required, standardized quarterly disclosure that provides investors and regulators with timely, unaudited financial information and material company developments. Reviewing 10‑Qs regularly is essential for monitoring a public company’s short‑term performance, risks, and financial trends.