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Using EDGAR to Research Investments

Sept. 5, 2018

The EDGAR database provides free public access to corporate information, allowing you to research a public company’s financial information and operations by reviewing the filings the company makes with the SEC.  You can also research information provided by mutual funds (including money market funds), exchange-traded funds (ETFs), and variable annuities.


Where to begin?


In addition to this link, you have two ways of accessing EDGAR from the SEC.gov home page: 

  • To search for a public company, type the company’s name or ticker symbol in the search bar at the top of the home page. 
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Image showing EDGAR Search Tools


Form Types

EDGAR presents search results in chronological order and identifies the filings by form types, shown in the first column of the search results.  For example, the form type for the annual report on Form 10-K filed by domestic public companies is “10-K.”  


Filings with “/A” appended to the form type code indicate an amendment.  For example, the form type “10-K/A” would indicate an amendment to a Form 10-K filing. 


This guide describes where you can find certain types of information in common filings by public companies, mutual funds, and ETFs.  A more comprehensive list of the types of forms filed on EDGAR can be found at this forms list.


Financial Information and Results of Operations

Domestic public companies file annual and quarterly reports, as well as current reports when certain events occur that require prompt disclosure.  The annual and quarterly reports include financial statements for the relevant period.

Form Type Description

10-K

Annual report – Provides audited annual financial statements, a discussion of material risk factors for the company and its business, and a management’s discussion and analysis of the company’s results of operations for the prior fiscal year.

10-Q

Quarterly report – Provides unaudited quarterly financial statements, updates regarding material risks that the company faces, and management’s discussion and analysis of the company’s results of operations for the prior fiscal quarter.

8-K

Current report – Discloses material events or information that the company chooses or is required to make public prior to its next scheduled quarterly or annual report.


Some companies are currently filing (and soon all companies will have to file) these disclosure reports with financial information in a structured data format referred to as Inline XBRL—a format that allows a third-party program to read and parse the information.  EDGAR incorporates tools that enable users to take advantage of the information.  See Inline XBRL to learn more. 


Shareholder Meetings

Public companies, mutual funds, and ETFs that are subject to SEC proxy rules send proxy statements to their shareholders to solicit their votes at shareholder meetings.  Proxy statements describe the matters to be voted on at the meeting and may include compensation and other information about the company’s or fund’s board and executive officers.  The proxy statements of domestic public companies, mutual funds, and ETFs subject to SEC proxy rules can be found on EDGAR.

Form Type Description

PRE 14A

Preliminary proxy statement – A preliminary proxy statement subject to review by the SEC staff.

DEF 14A

Definitive proxy statement – The final proxy statement sent to the company’s shareholders in connection with the company’s shareholder meeting.


Executive Compensation

Domestic public companies regularly disclose the compensation of their chief executive officer and other highly paid executives, and describe their executive and board compensation policies. 

Form Type Description

DEF 14A

Definitive proxy statement – Companies subject to the proxy rules will typically provide detailed compensation disclosure, including a compensation discussion and analysis section, in their annual proxy statement.

10-K

Annual report – If the compensation disclosure isn’t found in the proxy statement or the company has not filed a proxy statement, the annual report on Form 10-K should include the disclosure.

8-K

Current report – Changes to compensation for certain executive officers requires disclosure under Item 5.02 of this report.  EDGAR search results for reports on Form 8-K show the item numbers included in each report.


Insider Transactions

Corporate insiders—officers, directors, and holders of more than 10 percent of a class of the company’s registered equity securities—must regularly disclose holdings and transactions in all equity securities of that company. 

Form Type Description

3

Initial statement of beneficial ownership – An initial statement of holdings in the company’s equity securities.

4

Statement of changes in beneficial ownership – Disclosure of transactions in the company’s equity securities within two business days of the transaction.

5

Annual statement of beneficial ownership – Annual statement of holdings in the company’s equity securities.


Beneficial Ownership Interest

Any person or group of persons that acquires beneficial ownership of more than five percent of a class of a public company’s registered voting securities must disclose their holdings.  In addition, companies regularly disclose who their significant shareholders are and institutional investment managers, such as managers of mutual funds, hedge funds, or pensions, regularly disclose their holdings.

Form Type Description

SC 13D

Schedule 13D beneficial ownership report – Filed when a party acquires more than five percent of a class of a company’s registered voting securities; also used to disclose any subsequent changes to their holdings.

SC 13G

Schedule 13G beneficial ownership report – Filed when a party acquires more than five percent of a class of a company’s registered voting securities as a passive investment.

DEF 14A

Definitive proxy statement – Here, companies are required to disclose the amount of equity securities beneficially owned by their directors and officers, and any person or group that beneficially owns more than five percent of any class of the company’s voting securities.

13F-HR

Institutional investment manager report – Institutional investment managers disclose their holdings and any changes to them on a quarterly basis.


Business Combinations

Depending on how a merger or acquisition is structured, different types of filings may be required by the companies involved in the transaction.  Common form types filed in connection with a business combination include the following.

Form Type Description

PREM14A

Preliminary proxy statement relating to a merger or acquisition – A preliminary proxy statement, which remains subject to review by the SEC staff, filed in connection with a merger or acquisition.

DEFM14A

Definitive proxy statement relating to a merger or acquisition – The final proxy statement sent to the company’s shareholders in connection with a merger or acquisition, which includes a discussion of the terms of and reasons for the transaction.

S-4

Registration statement – Filed when the company is registering securities to be used as consideration in the merger or acquisition.  The registration statement often incorporates any proxy statement being sent to shareholders.

425

Prospectuses and communications – Written disclosures and communications in connection with a business combination where securities are part of the consideration.

SC TO-T/
SC TO-I

Tender offer statement by third party/issuer – Filed by a party that is offering to buy outstanding shares of a public company from its shareholders.  Often, the disclosure document sent to shareholders is filed as an exhibit to the filing.

SC 14D9

Tender offer solicitation/recommendation statements – A filing required to disclose the target company’s recommendation on the tender offer.

8-K

Current report – Certain information about business combinations may be disclosed in a Form 8-K filing, such as the initial signing of a merger agreement or, if an acquisition doesn’t require shareholder approval, information about the company being acquired.


Public Offerings

In order to register an offer and sale of securities to the public with the SEC, a company must file a registration statement.  The first time a company publicly offers and sells its securities is known as its initial public offering.  A prospectus, which often is a large part of the registration statement, is the document given to investors that discloses information about the company and the offering. 

Form Type Description

S-1

Registration statement – Filed to register the offer and sale of securities to the public often in connection with an initial public offering.

S-3

Short-form registration statement – An abbreviated registration statement available to certain already-reporting companies to register the offer and sale of securities to the public.

424B[#]

Prospectus – A document disclosing information about the company and the offering that typically comprises a large part of the registration statement.

UPLOAD

SEC correspondence – The publicly released written correspondence from the SEC staff to the company during a review process, including a review of a company’s registration statement for its initial public offering.

CORRESP

Correspondence – Publicly released correspondence from the company and its advisers to the SEC staff typically during a review process.


Securities-based Crowdfunding

Crowdfunding is a way to raise money from small individual investments or contributions from a large number of people.  Companies that offer and sell securities to the public in reliance on an exemption from registration for securities-based crowdfunding must make filings on EDGAR.

Form Type Description

C

Offering statement – Disclosure by the company making a crowdfunding offering that contains information about itself and the offering.

C-U

Progress updates – Disclosure during the offering about the status of meeting the target offering amount (unless the intermediary provides updates on its online platform) and the final amount of securities sold.

C-AR

Annual report – An annual report by the company that includes financial statements.

C-TR

Termination of reporting – If eligible, a filing by the company terminating its obligation to file annual reports.


Regulation A Offering

Regulation A allows eligible companies raising $50 million or less in a 12-month period to offer securities to the public with more limited disclosure than what is required in a registered securities offering.  Companies conducting Regulation A offerings are subject to Tier 1 or Tier 2 requirements depending on how much capital they plan to raise in the offering.  Companies conducting Tier 1 offerings do not have ongoing reporting requirements other than filing a final report to disclose the termination or completion of the offering while companies conducting Tier 2 offerings do have ongoing reporting requirements.

Form Type Description

1-A

Offering statement – This includes the offering circular, the document given to investors that provides important disclosures about the company and the offering.

1-Z

Exit report – This details the termination or completion of an offering.  Companies conducting Tier 2 offerings can instead disclose this on Form 1-K.

Ongoing Reporting for Tier 2 Companies

1-K

Annual report – An annual report by the company that includes audited financial statements and a discussion of the company’s financial results for the year.

1-SA

Semiannual report – This reportincludes unaudited interim financial statements for the first six months of the company’s fiscal year and a discussion of the company’s financial results for the period.

1-U

Current report – Filed to disclose certain events including a fundamental change, bankruptcy, change in accountant, non-reliance on prior financial statements or audit report, change in control, and departure of principal officers.


Foreign Private Issuers

Some public companies that are organized or formed outside of the United States, known under federal securities laws as foreign private issuers, may file reports with the SEC on different forms than those that must be filed by U.S. public companies. 

Form Type Description

F-1

Registration statement – Foreign private issuers may elect to register a securities offering with this filing.

20-F

Annual report or registration statement – This filing includes audited financial statements of the foreign private issuer and a discussion of the company’s financial results.  A check box on the cover page indicates whether the filing is for an annual report or to register a class of securities.

6-K

Report – Filed in connection with press releases, communications to security holders, and any disclosures required to be made to security holders by the laws of the company’s home country.


Mutual Funds and ETFs

Mutual funds and ETFs make some of the same or similar filings on EDGAR that public companies do.  They also file some different forms, with some filed only by money market funds.  Please note funds may have similar names.  To help ensure you are looking at the correct fund, double check the ticker symbol on the search results page.  In addition to finding these filings on EDGAR, you can typically get them from the fund’s website or your financial professional.

Form Type

Description

N-1A/485

Registration statement (including a prospectus) – The prospectus includes information about a fund such as investment objectives/goals; a fee table; investment strategies and risks, and performance; advisers and portfolio managers; purchase and sale of fund shares; and tax information.

497K

Summary prospectus – Summary disclosure document includes the same key information required in the beginning of the full prospectus.

497

Periodic update to fund prospectus – Includes periodic updates to the prospectus.

N-CSR/
N-CSRS

Annual/semi-annual shareholder reports – Describes how the fund has operated and includes the fund’s holdings and financial statements.  The annual report also discusses market conditions and investment strategies that significantly affected the fund’s performance during its last fiscal year.

DEF 14A

Definitive proxy statement – Proxy statement sent in connection with matters to be voted on by fund shareholders at the fund’s shareholder meeting.

N-PX

Proxy voting record – Identifies specific proposals that the fund was entitled to vote on for its underlying portfolio holdings and how the fund voted on each.

N-Q

Quarterly schedule of portfolio holdings – Includes a list of the fund’s portfolio holdings for the first and third fiscal quarters, those not reported on Form N-CSR.

N-14

Registration statement for fund mergers – Disclosure document includes information about a fund merger or other similar transaction.


Exhibits

Exhibits are often required in filings and can include material agreements, organizational documents such as company bylaws, financial statements and presentations. 


A list of exhibits can be found near the end of the filing in the exhibit index, and public companies are now required to include a hyperlink to each exhibit listed.  An exhibit may be filed at the same time as the filing or it may have been previously filed.  If it was filed with a prior version of the filing, there often is a notation indicating that the exhibit was previously filed.  If it was filed with a different filing altogether, the exhibit index often notes the exhibit as being incorporated by reference.  The following table illustrates a sample exhibit index.

Form Type Description

3.1

Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s registration statement on Form S-1 filed January 2, 2012) – This exhibit can be found in the prior filing referenced.

3.2

Amended and Restated Bylaws* – As indicated by the notation, this exhibit was filed in an earlier filed version of the current filing.

10.1

Loan Agreement between the Company and Big Bank, dated January 30, 2018 – This exhibit was filed with the current filing.

* Previously filed.

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