SEC Form 10-Q: Quarterly Reporting Explained
SEC Form 10-Q is the quarterly financial report public companies must file with the U.S. Securities and Exchange Commission. 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 annual Form 10-K (which is audited).
Key takeaways
- Form 10-Q is filed three times per fiscal year (after Q1, Q2, and Q3) and is generally unaudited.
- It includes condensed financial statements, management’s discussion and analysis (MD&A), market-risk disclosures, and information about internal controls.
- Filing deadlines depend on a company’s public float: large accelerated and accelerated filers file within 40 days; non‑accelerated filers have 45 days.
- Late filings require an explanatory filing and may invite SEC review or other consequences.
What’s included in a 10-Q
Form 10-Q has two main parts:
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Part I — Financial Information
* Condensed financial statements (balance sheet, income statement, cash flows).
Management’s Discussion and Analysis (MD&A) explaining results, trends, and liquidity.
Disclosures about market risk and changes in internal controls over financial reporting.
Part II — Other Information
* Legal proceedings and material litigation.
Unregistered sales of equity securities and use of proceeds.
Defaults on senior securities, risk factors (if required), and exhibits such as material contracts.
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Who must file and where to find filings
All U.S. public companies with common shares trading on exchanges must file 10-Qs. Filings are public and available on the SEC’s EDGAR database and typically on companies’ investor relations websites.
Filing deadlines and late filing procedures
Deadlines are based on public float (shares available to the public):
* Large accelerated filers (public float ≥ $700 million): 40 days after quarter end.
Accelerated filers ($75 million ≤ public float < $700 million): 40 days.
Non-accelerated filers (public float < $75 million): 45 days.
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If a company cannot meet the deadline, it must submit a late-filing notice explaining the reason and requesting an extension (the filing historically allows a short extension period). Acceptable reasons can include ongoing audits, major corporate transactions, litigation, or bankruptcy-related issues. Failure to file on time (including after any allowable extension) can lead to regulatory or exchange consequences.
Signatures and review
Form 10-Q must be signed on the registrant’s behalf by an authorized officer and by the principal financial or chief accounting officer. While 10-Qs are generally unaudited, SEC staff review filings and may request clarifications if disclosures are incomplete or inconsistent. Companies are still prohibited from making materially false or misleading statements.
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Why investors use Form 10-Q
10-Qs let investors and analysts:
* Track quarterly performance and compare it with prior periods and peers.
Monitor changes in working capital, receivables, inventory, share repurchases, and other operational metrics.
Identify legal, financial, or operational risks disclosed by management.
How Form 10-Q relates to other SEC filings
- Form 10-K: Annual audited report covering the full fiscal year, including the fourth-quarter results.
- Form 8-K: Current report used to disclose material events between periodic reports (e.g., M&A, executive changes, asset dispositions).
- Annual report: Corporate document for shareholders that often accompanies the 10-K but may include additional narrative and marketing elements.
Bottom line
Form 10-Q is a core transparency tool that provides timely, structured information about a public company’s quarterly performance and risks. Investors should review 10-Qs regularly to assess trends, management explanations, and changes in financial condition between annual reports.