33 terms
Filings and disclosure
- Auditor opinion
- The independent auditor's formal statement on whether the financial statements are fairly presented, printed at the front of the annual report.
- DEF 14A
- The annual proxy statement, which sets out matters for shareholder vote, executive pay in detail, board composition and related party dealings.
- EDGAR
- The SEC's free filing archive where US public companies, funds and large holders post registration statements, periodic reports and ownership filings.
- EDGAR
- The SEC's public electronic filing system, where every registrant's filings are posted free of charge, usually within moments of submission.
- Footnotes
- The detailed disclosures behind the headline statements, where accounting policies, estimates, segments, debt terms and commitments are actually explained.
- Form 10-K
- The annual filing a US-listed company must make, containing audited financial statements, business description, risk factors and management's discussion.
- Form 10-Q
- The quarterly filing covering the first three quarters of a fiscal year, with unaudited condensed statements and a shorter narrative than the 10-K.
- Form 1099-B
- The US broker statement reporting proceeds from sales, and cost basis for covered securities, together with wash sale adjustments and Section 1256 aggregate results.
- Form 1099-DA
- The US information return for digital asset transactions, requiring custodial brokers to report gross proceeds and, phased in later, cost basis for crypto sales.
- Form 8-K
- The filing used to disclose material events between scheduled reports: earnings releases, executive departures, acquisitions, covenant breaches and restatements.
- Form ADV
- The registration and disclosure filing of a US investment adviser: Part 1 structured data, Part 2 the plain-English brochure on strategy, fees and conflicts, Part 3 the client relationship summary.
- Form BD
- The application a firm files to register as a broker-dealer with the SEC, and the record of its ownership, control persons and disciplinary history.
- Form CRS
- A short plain-language relationship summary that US brokers and advisers must give retail investors, covering services, fees, conflicts, standard of conduct and disciplinary history.
- Form S-1
- The registration statement a company files before selling shares to the public for the first time, containing the first detailed financials most investors ever see.
- Form U4
- The uniform application that registers an individual with FINRA, the states and exchanges, and the record where disclosure events must be reported.
- Going concern
- The assumption that a company will keep operating for at least the next year; a stated doubt about it is one of the most serious disclosures in accounting.
- JOBS Act
- The 2012 US law easing capital raising: confidential IPO filings and scaled disclosure for emerging growth companies, general solicitation in some private offerings, and regulation crowdfunding.
- Management's discussion and analysis
- The narrative section of a filing where management explains the results, the trends behind them, liquidity, and known uncertainties.
- PRIIPs KID
- A standardised three-page European disclosure for packaged retail investment and insurance products, showing risk on a 1 to 7 scale, performance scenarios and aggregated costs.
- Pro forma
- Figures restated as if something had already happened or had never happened, such as a full year of an acquisition or the removal of a disposed division.
- Prospectus
- The formal offering document delivered to buyers of a registered security, describing the issuer, the terms, the risks and the fees, with liability attaching to material misstatements.
- Quiet period
- The stretch before results when a company stops commenting on current trading, typically running from a few weeks after quarter end until the release.
- Regulation FD
- The US rule barring a public company from selectively disclosing material non-public information to analysts or favoured investors without prompt broad public disclosure.
- Related party transaction
- Business done with directors, large shareholders, executives or entities they control, disclosed separately because the terms may not be at arm's length.
- Remaining performance obligations
- The total contracted revenue not yet recognised, billed or unbilled; a required disclosure that gives a fuller view than deferred revenue alone.
- Restatement
- A formal correction of previously issued financial statements, filed when earlier figures were materially wrong and can no longer be relied upon.
- Risk factors
- The section of a filing listing what could go wrong, from generic boilerplate to specific, newly added disclosures that carry real information.
- Rule 10b5-1 plan
- A written pre-arranged plan that gives an insider an affirmative defence to insider trading, provided it was adopted in good faith while not aware of material non-public information.
- Rule 144
- The US safe harbour allowing resale of restricted or control securities if holding period, current information, volume limit and manner-of-sale conditions are met.
- Sarbanes-Oxley Act
- The 2002 US law tightening corporate governance and financial reporting after Enron and WorldCom, requiring CEO and CFO certification and audits of internal control over financial reporting.
- SEC comment letter
- A staff letter questioning a company's filings, and the company's response; both are published on EDGAR after the review closes.
- Section 16 insider
- An officer, director or beneficial owner of more than 10% of a registered class of equity, subject to ownership reporting on Forms 3, 4 and 5 and to short-swing profit recovery.
- Short-swing profit rule
- A strict-liability US rule requiring insiders to disgorge profits from any purchase and sale, in either order, within six months of each other, regardless of intent or information.
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