Category: SEC rules

The Form 10-K is one of the crucial filings that public companies must file with the SEC annually within prescribed deadlines, with consequences for a late filing. These consequences can include delinquency in SEC reporting, loss of timely filer status with the SEC, possible loss of Form S-3 eligibility, and more. This is why it […]

A company can prepare its annual report on time and still file late if it calculates the wrong deadline. The Form 10-K due date depends on filer status and fiscal year-end, and the final date may change when it falls on a weekend or federal holiday. EDGAR’s same-day filing cutoff adds another time to track. […]

If a Form 10-K is due on March 31 and a company begins transmitting it through EDGAR after 5:30pm Eastern Time that day, will it count as an on-time filing? Generally, no. Although EDGAR operates from 6am to 10pm ET on business days, most live submissions must begin transmission at or before 5:30pm ET and […]

Missing a Form 10-K filing deadline does not necessarily mean a company is immediately out of compliance. Under Rule 12b-25, an eligible company that cannot complete its annual report on time may file Form 12b-25, commonly referred to as an NT 10-K. Doing so can provide an additional 15 calendar days to submit the Form […]

The Form 10-K deadline automatically moves to the next business day if it falls on a weekend or federal holiday. For example, if a company’s calculated 10-K Form deadline is landing on Saturday or Sunday, it doesn’t have to submit the filing on that date. As per the SEC Exchange Act Rule 0-3, the deadline […]

Public companies can face some problems by missing 10-K deadlines, but it doesn’t necessarily mean they will face consequences immediately. The SEC offers a process under Rule 12b-25 specifically for situations like this. Under this rule, companies are generally required to submit Form 12b-25, identified as an NT 10-K on EDGAR for a late 10-K, […]

Form 10-K is one of the most important annual SEC filings for public companies. It provides investors, regulators, and the market with a detailed view of a company’s business, financial condition, audited financial statements, risk factors, management discussion, controls, and other required disclosures. For SEC reporting companies, the Form 10-K filing date depends on filer […]

For public companies that close their fiscal year on December 31, the Form 10-K is one of the first major SEC reporting obligations of the new year. It is also one of the most resource-intensive. The 10-K deadline for calendar-year-end companies is not the same for every issuer. December 31 filers generally follow one of […]

For decades, proxy voting has been one of the most labor-intensive functions in institutional investing. Asset managers, pension funds, mutual funds, and other large institutional shareholders participate in thousands of shareholder votes each year, evaluating proposals that influence the future direction of public companies. These proposals can involve board elections, executive compensation, merger approvals, cybersecurity […]

The U.S. Securities and Exchange Commission’s SEC semiannual reporting proposal could significantly change how public companies meet their periodic reporting obligations. Under the proposal, public companies currently required to file quarterly reports on Form 10-Q would have the option to file a new semiannual report on Form 10-S instead. The SEC issued the proposal on […]

The U.S. Securities and Exchange Commission has proposed rescinding the SEC climate disclosure rules, a significant regulatory development that could reshape public company reporting, SEC compliance, and annual report disclosure obligations. On May 29, 2026, the SEC proposed rescinding its climate-related disclosure rules in their entirety. The proposal, published in the Federal Register on June […]

On May 19, 2026, the U.S. Securities and Exchange Commission (SEC) proposed a sweeping SEC registered offering reform package and related changes to public company reporting requirements designed to modernize the public company reporting framework and improve access to capital markets. If adopted, these proposed amendments would represent the most significant overhaul of registered offering […]

In February 2026, the U.S. Securities and Exchange Commission (SEC) introduced an exemptive order under the Holding Foreign Insiders Accountable Act (HFIAA), along with supporting technical guidance. While the update is relatively focused, it introduces meaningful changes for foreign private issuers (FPIs) and their leadership teams. Directors and executive officers of FPIs are now required […]

On February 2, 2026, the U.S. Securities and Exchange Commission implemented EDGAR Release 26.0.1, introducing targeted updates across the EDGAR Filing Website, Online Forms Management Website, Filer Management Website, and related APIs. While this SEC EDGAR update is not a major system overhaul, it includes important refinements to submission notifications and changes to certain filing […]

On February 11, 2025, the SEC published critical updates to its Compliance and Disclosure Interpretations (CDIs) for Regulation 13D-G, providing new guidance that redefines the boundaries for investors filing Schedule 13D or Schedule 13G. CDI 103.11 and 103.12 change how investor engagement is interpreted, with big implications for institutional investors and issuers. Why does this […]

On June 4, 2025, the U.S. Securities and Exchange Commission (SEC) issued Press Release 2025-82, announcing that it is seeking public comment on potential updates to the definition of “Foreign Private Issuer” (FPI). The move marks a significant moment for international companies that currently benefit from the FPI designation under U.S. securities law. If implemented, […]

Now is the time to enroll in EDGAR Next! The SEC’s new EDGAR platform, EDGAR Next is now live. All current/existing SEC filers must enroll in the new system prior to September 12, 2025. If you don’t enroll during the enrollment window, you will need to reapply for EDGAR access with a signed and notarized […]

The U.S. Securities and Exchange Commission (SEC) is moving forward with a significant overhaul of its electronic filing system, known informally as “EDGAR Next.” By late 2025, all filers who submit documents to the SEC electronically will be required to enroll in the updated system that manages their EDGAR filing codes and accounts.  In adopting […]

S-1 filings are a critical component of the initial public offering (IPO) process, as they provide detailed financial and operational disclosures to potential investors. XBRL (eXtensible Business Reporting Language) is crucial for complying with all SEC regulations, making it a key component of numerous SEC filings.  While not all S-1 filings require XBRL, certain conditions […]

Raising capital is a pivotal challenge for startups and emerging companies. While an Initial Public Offering (IPO) is a traditional means of securing funds, it often proves too costly and complex for newer businesses. Enter Regulation D (Reg D) offerings, which provide a viable alternative by allowing companies to raise capital through private placements while […]

Navigating the labyrinth of securities regulation can be daunting, especially for those unfamiliar with its nuances. One crucial element in this domain is the Regulation D (Reg D) filing, particularly the Form D notice. Companies involved in private securities placements file this document to disclose essential details about their offerings. Whether you’re an investor, compliance […]

The Securities and Exchange Commission (SEC) has recently green-lighted several critical updates proposed by the Public Company Accounting Oversight Board (PCAOB). These updates encompass new audit standards and significant amendments to the PCAOB’s contributory liability rule. Central to these changes is the introduction of AS 1000, which delineates the general responsibilities of auditors during financial […]

When it comes to corporate governance and compliance, Form 8-K is a crucial document that companies must submit to the Securities and Exchange Commission (SEC) in the United States. Form 8-K gives investors a clearer picture of important events happening within a company. This form helps ensure transparency when it comes to reporting material events […]

As an investor or business owner, it’s important to do your due diligence and understand what documents you need to file with the Securities and Exchange Commission (SEC). One such document is SEC Form PX14A6G. This form is used to communicate with other shareholders and board members about matters related to corporate governance. The purpose […]