Form 10-K Instructions: Parts I–IV and Amendments

Form 10-K instructions organize the annual report into four parts: Part I describes the business and its risks, Part II delivers the audited financial statements and management’s analysis, Part III covers directors, officers, compensation, and ownership, and Part IV lists the exhibits and carries the required signatures.¹ The specific items within each part are set by Regulation S-K, Regulation S-X, and the form’s own instructions, and the filing deadline depends on the company’s filer category.

Who Files and When

Any company with securities registered under Section 12 of the Exchange Act, or that carries reporting obligations under Section 15(d), must file a Form 10-K each year. The deadline is measured from fiscal year-end and turns on public float, meaning the market value of voting and non-voting equity held by non-affiliates.

Large accelerated filer, with a public float of $700 million or more: 60 days after fiscal year-end.²
Accelerated filer, with a public float of $75 million to less than $700 million: 75 days after fiscal year-end.
Non-accelerated filer, with a public float below $75 million: 90 days after fiscal year-end.

A company that cannot meet its deadline may file Form 12b-25, informally called an NT 10-K, to claim a 15-calendar-day extension, but only if the delay cannot be avoided without unreasonable effort or expense.³ Blowing past both the original date and the extension has real consequences. The SEC can bring enforcement actions, the company can lose eligibility to use short-form registration statements like Form S-3, and exchanges can begin delisting.

Part I: Business and Risks

Part I is the narrative foundation. It tells investors what the company does, what could hurt it, whether the SEC has open concerns from prior filings, how the company handles cybersecurity, what property it uses, and whether it faces material litigation.

Item 1: Business

Item 1 requires a full description of the company’s operations, including products, services, competitors, and market position, with the business broken into reportable segments and any dependence on key customers or revenue sources called out.⁴ A 2020 rule change moved this requirement from a rigid checklist toward a principles-based standard tied to materiality, so the emphasis is on what a reasonable investor would consider important.⁵

Human capital disclosure sits inside Item 1. At a minimum the company reports its employee headcount and describes any workforce measures or objectives management focuses on, such as retention, development, or recruitment, if material. Raw materials, intellectual property, seasonality, and government regulation round out the profile.

Item 1A: Risk Factors

Item 1A identifies the most significant risks that could materially affect the business, financial condition, or operating results. The SEC expects specificity. Foreign operations risk, for instance, should name the countries and explain the exposure, whether that’s currency volatility, political instability, or supply chain disruption. Risks are typically grouped by category, such as operational, financial, regulatory, and market risks, and each factor should convey what could go wrong and how severe it could be. Comment letters frequently push companies to sharpen risk factor language that reads as boilerplate.

Item 1B: Unresolved Staff Comments

If any SEC staff comment on a prior filing has been outstanding for more than 180 days before the fiscal year-end, the company must disclose the substance of that unresolved comment in Item 1B. The item alerts investors that the regulator has raised concerns the company has not yet answered.

Item 1C: Cybersecurity

Added by a 2023 final rule, Item 1C requires the company to describe how it identifies, assesses, and manages material cybersecurity risks in enough detail for a reasonable investor to understand, including whether the processes are integrated into the broader risk management system and whether outside consultants or auditors are involved.⁶ Governance disclosures go alongside: how the board oversees cybersecurity risk, which committee is responsible, and what role management plays. If cybersecurity incidents have materially affected or are reasonably likely to materially affect strategy, financial condition, or results of operations, that impact must be disclosed.

Item 2: Properties

Item 2 covers material physical assets the company owns or leases, whether principal offices, manufacturing plants, warehouses, or other structures. The disclosure should show how the property is used, its capacity and utilization, and whether it’s adequate for operations. A manufacturer would describe plants and utilization; a real estate investment trust would detail asset classes and occupancy.

Item 3: Legal Proceedings

Item 3 requires disclosure of material pending legal proceedings against the company or its subsidiaries, other than ordinary routine litigation incidental to the business. Regulation S-K Item 103 generally treats a proceeding as material when the claim for damages exceeds 10 percent of current assets, or when the proceeding is otherwise material to the business.⁷ Any proceeding that terminated during the fourth quarter must also be disclosed, along with the outcome and date.⁸

Part II: Financial Statements and MD&A

Part II is the quantitative core: the market data, the audited financials, management’s analysis of them, and the controls that make the numbers credible.

Item 5: Market and Repurchase Information

Item 5 identifies the principal market for the company’s common equity, gives the approximate number of holders of record, and describes dividend policy. The company also reports any sales of unregistered equity securities during the year and provides a monthly breakdown of fourth-quarter stock repurchases, including total shares purchased, average price paid, and how many shares were bought under publicly announced repurchase programs.⁸

Item 7: Management’s Discussion and Analysis

The MD&A is management’s own explanation of the financials. It centers on three areas: results of operations, liquidity, and capital resources.

For results of operations, management analyzes material changes in revenue and expense components between periods and explains what drove them. Saying revenue rose 12 percent isn’t enough; the company has to attribute the change to specific factors like unit volume, pricing, acquisitions, or currency effects. Vague explanations are the single most common source of SEC comment letters in this section.

Liquidity coverage requires an assessment of the company’s ability to generate cash to meet its obligations, including analysis of cash flows from operations, investing, and financing, along with material commitments for capital expenditures and available sources of capital such as revolving credit facilities or recent debt issuances.

MD&A must also address known trends, demands, or uncertainties reasonably likely to have a material effect on future results. This forward-looking piece is heavily scrutinized. When management uses non-GAAP measures like adjusted EBITDA, each measure must be reconciled to the most directly comparable GAAP figure.

Item 8: Financial Statements and Supplementary Data

Item 8 holds the audited financial statements prepared under Regulation S-X. For most companies that means consolidated balance sheets for the two most recent fiscal years, plus consolidated statements of comprehensive income, cash flows, and changes in stockholders’ equity for the three most recent fiscal years.⁹ Smaller reporting companies may use the streamlined requirements of Article 8, which calls for two years of income and cash flow statements rather than three.¹⁰

Footnotes are part of the statements. They cover significant accounting policies, revenue recognition, and breakdowns of material account balances, and they carry the assumptions and judgments behind the reported numbers. The detail has to satisfy the full disclosure requirements of GAAP.

Item 8 also carries the report of the independent registered public accounting firm, which must be registered with the PCAOB.¹¹ The auditor’s opinion can be unqualified, qualified, or adverse. For large accelerated filers, the auditor also opines on the effectiveness of internal control over financial reporting.

All financial statement data, including footnotes and auditor information, must be filed in Inline XBRL so the information is both human-readable and machine-readable.¹²

Item 9A: Controls and Procedures

Item 9A implements Sections 302 and 404 of the Sarbanes-Oxley Act. It requires two separate assessments: one for disclosure controls and procedures, another for internal control over financial reporting.⁸

Disclosure controls and procedures are designed to make sure information required in SEC filings is recorded, processed, and reported on time. The CEO and CFO evaluate these controls as of fiscal year-end and state explicitly whether they are effective.¹³

Internal control over financial reporting is the wider framework for producing reliable financial statements. Management publishes an annual assessment of ICFR effectiveness, usually against the COSO framework, and discloses any material weaknesses. A material weakness means there’s a reasonable possibility that a material misstatement would not be prevented or detected in time. Accelerated and large accelerated filers face an added requirement: the outside auditor issues its own attestation on ICFR effectiveness, integrated with the financial statement audit.

Item 9B: Other Information

Item 9B is a catch-all. Anything the company should have disclosed on a Form 8-K during the fourth quarter but didn’t gets disclosed here. The item also requires disclosure of any insider trading arrangements or plans adopted or terminated by directors and officers during the fourth quarter, as required by Item 408(a) of Regulation S-K.⁸

Part III: Governance, Compensation, and Ownership

Part III is about the people running the company: who they are, what they’re paid, what they own, and what deals they’ve done with the company. Many companies incorporate this information by reference from their definitive proxy statement (Form DEF 14A), which is allowed if the proxy is filed within 120 days after fiscal year-end.⁸

Item 10: Directors, Executive Officers, and Corporate Governance

Item 10 requires biographical information for each director and executive officer, with at least five years of business experience and any involvement in specified legal proceedings such as bankruptcy or criminal convictions. It identifies the members of the audit, compensation, and nominating committees. The company must state whether it has a code of ethics for its CEO, CFO, and other senior financial officers, and if not, why not. It must also identify a financial expert on the audit committee or explain the absence.

Item 11: Executive Compensation

Item 11 opens with the Compensation Discussion and Analysis, which explains the company’s compensation philosophy, how pay decisions are made, and how compensation ties to performance. The numbers appear in standardized tables, including the Summary Compensation Table, Grants of Plan-Based Awards, and Outstanding Equity Awards. The CEO Pay Ratio comparing the CEO’s total compensation to that of the median employee is also required.

Listed companies must file their written compensation recovery (clawback) policies as exhibits. These policies require recovery of erroneously awarded incentive-based compensation from current or former executive officers when the company is required to prepare an accounting restatement due to material noncompliance with financial reporting requirements. The recovery lookback covers the three completed fiscal years immediately before the date the restatement becomes required.¹⁴ The annual report includes check boxes indicating whether the financial statements reflect any error corrections and whether those corrections triggered a recovery analysis.

Item 12: Security Ownership

Item 12 requires a table showing ownership stakes of company insiders and significant external shareholders. Every director, named executive officer, and the officer group as a whole is listed with the amount and percentage of equity securities beneficially owned. Beneficial ownership under SEC rules means the power to vote or dispose of shares, even if legal title sits elsewhere. Any person or group known to beneficially own more than 5 percent of any class of voting securities must also be identified, with the nature of ownership (sole voting power, shared voting power, shared investment discretion). Equity compensation plan information, including securities available for future issuance, belongs here too.

Item 13: Related-Party Transactions

Item 13 covers transactions between the company and its insiders. A related party includes directors, executive officers, nominees for director, immediate family members of those individuals, and any beneficial owner of more than 5 percent of the company’s voting stock. Any transaction over $120,000 in which a related party has a direct or indirect material interest must be disclosed.¹⁵ For smaller reporting companies the threshold drops to the lesser of $120,000 or 1 percent of average total assets for the prior two fiscal years. The disclosure includes the related party’s name, the nature of the relationship, and the approximate dollar amount. If a director’s private firm supplies materials to the company, the terms of that arrangement need to be spelled out. The company also describes its policies for reviewing, approving, and monitoring related-party transactions.

Item 14: Principal Accountant Fees and Services

Item 14 requires disclosure of the aggregate fees paid to the company’s principal accounting firm for each of the last two fiscal years, broken into four categories: audit fees, audit-related fees, tax fees, and all other fees. This lets investors judge whether non-audit services could affect auditor independence.

Part IV: Exhibits, Schedules, and Signatures

Part IV wraps up the filing with supporting documentation and formal certifications.

Item 15: Exhibits and Financial Statement Schedules

Item 15 requires a complete list of financial statements, financial statement schedules, and exhibits included in the filing. Schedules provide additional detail supporting the primary statements but are often omitted when the same information already sits in the footnotes.

The Exhibit Index uses the standardized numbering from Item 601 of Regulation S-K.¹⁶ Exhibit 3.1 is always the Articles of Incorporation; Exhibit 10 covers material contracts. Common exhibits include credit agreements, significant leases, employment agreements with executive officers, the code of ethics, the clawback policy, and subsidiary lists. The Sarbanes-Oxley certifications appear as Exhibit 31 (Section 302 certifications by the CEO and CFO) and Exhibit 32 (Section 906 certifications).

Signatures

The report is signed by the principal executive officer, the principal financial officer, and the principal accounting officer or controller. It is also signed on behalf of the company by at least a majority of the board of directors.⁸ Each signer faces potential civil and criminal liability under federal securities laws for material misstatements or omissions.

Amending a Form 10-K

When a company needs to correct or update information already filed, it files a Form 10-K/A. The amendment uses the same form cover, includes the complete text of every item being amended, and is signed by a duly authorized representative.¹⁷ If the amendment touches financial statements or other content covered by the SOX certifications, the CEO and CFO must provide fresh certifications with the amended filing. Amendments most often come from accounting restatements, late Part III information when the proxy misses the 120-day window, or SEC staff comments requiring revised disclosure. Filing a 10-K/A doesn’t reset any other deadlines; it replaces only the items being corrected and leaves the rest of the original filing in place.

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Investor.gov. Form 10-K
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U.S. Securities and Exchange Commission. Accelerated Filer and Large Accelerated Filer Definitions
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eCFR. 17 CFR 240.12b-25 – Notification of Inability to Timely File
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eCFR. 17 CFR 229.101 – Item 101 Description of Business
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U.S. Securities and Exchange Commission. Modernization of Regulation S-K Items 101, 103, and 105
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Securities and Exchange Commission. Final Rule – Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure
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eCFR. 17 CFR 229.103 – Item 103 Legal Proceedings
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U.S. Securities and Exchange Commission. Form 10-K
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eCFR. 17 CFR Part 210 – Regulation S-X
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eCFR. 17 CFR Part 210 – Article 8 Financial Statements of Smaller Reporting Companies
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U.S. Securities and Exchange Commission. Financial Reporting Manual – Topic 4
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U.S. Securities and Exchange Commission. Inline XBRL
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U.S. Securities and Exchange Commission. Certification of Disclosure in Companies Quarterly and Annual Reports
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U.S. Securities and Exchange Commission. SEC Adopts Compensation Recovery Listing Standards and Disclosure Rules
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eCFR. 17 CFR 229.404 – Item 404 Transactions With Related Persons
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eCFR. 17 CFR 229.601 – Item 601 Exhibits
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eCFR. 17 CFR 240.12b-15 – Amendments