Form 10-K Instructions: Parts I-IV and Required Items

Form 10-K instructions divide the annual report into four parts: Part I covers the business and its risks, Part II contains the audited financial statements and management’s analysis, Part III addresses governance and executive compensation, and Part IV holds the exhibits and signatures. Each part contains numbered items with specific content requirements set by the Securities and Exchange Commission under the Securities Exchange Act of 1934.¹ What follows walks through each item in the order it appears on the form, with the thresholds, timing rules, and disclosure standards that govern the content.

Who Files and When

Every company with securities registered under Section 12 of the Exchange Act, or with reporting obligations under Section 15(d), must file a Form 10-K each year. The deadline depends on filer category, which turns on public float (the market value of voting and non-voting equity held by non-affiliates).

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

If you cannot meet the deadline, Form 12b-25 (the “NT 10-K”) buys a 15-calendar-day grace period, but only when the delay cannot be avoided without unreasonable effort or expense.³ Missing both dates can draw SEC enforcement, cost the company its Form S-3 eligibility, and expose it to exchange delisting.

Part I: Business, Risks, and Related Disclosures

Item 1: Business

Item 1 describes what the company does: its products and services, competitive position, reportable segments, and any dependence on key customers or revenue sources.⁴ A 2020 amendment made the standard principles-based around materiality rather than a fixed checklist, so disclose what a reasonable investor would consider important.⁵

Human capital resources must also be disclosed. At a minimum, that means employee headcount plus any workforce measures or objectives management focuses on (retention, development, recruitment) when material.⁴ Raw materials, intellectual property, seasonality, and applicable 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 wants company-specific risks, not generic industry warnings. A risk tied to foreign operations should name the relevant countries and describe the actual exposure, whether currency volatility, political instability, or supply chain disruption. Group factors by category (operational, financial, regulatory, market) and explain each clearly enough that a reader understands what could go wrong and how severe it could be.

Item 1B: Unresolved Staff Comments

If SEC staff comments on prior filings remain unresolved for more than 180 days before fiscal year-end, disclose the substance of those outstanding comments here.

Item 1C: Cybersecurity

Added by a 2023 final rule, Item 1C requires a description of the processes used to identify, assess, and manage material cybersecurity risks, in enough detail for a reasonable investor to understand them. Say whether those processes are integrated into the broader risk management system and whether the company uses outside consultants or auditors for cybersecurity assessments.⁶

Item 1C also requires governance disclosures: how the board oversees cybersecurity risks (including which committee handles oversight) and management’s role in assessing and responding to them. If cybersecurity incidents have materially affected, or are reasonably likely to materially affect, the business strategy, financial condition, or results of operations, disclose that impact.⁶

Item 2: Properties

Describe the physical assets the company owns or leases: principal offices, manufacturing facilities, warehouses, and other material structures. Convey how they are used, their capacity and utilization, and whether they are adequate for current operations. A manufacturer would describe production plants and utilization; a REIT would detail asset classes and occupancy.

Item 3: Legal Proceedings

Disclose material pending legal proceedings against the company or its subsidiaries, other than ordinary routine litigation incidental to the business. Under Regulation S-K Item 103, disclosure is generally required when a proceeding involves a claim for damages exceeding 10 percent of current assets, or when the proceeding is otherwise material.⁷ If a proceeding was terminated during the fourth quarter, disclose the outcome and date of termination.⁸

Part II: Financial and Operating Data

Item 5: Market Information and Stock Repurchases

Identify the principal market where the stock trades, disclose the approximate number of holders of record, and describe the dividend policy. Report any sales of unregistered equity securities during the fiscal year, and give 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 where management explains the financial statements in its own words. Three areas drive the discussion: results of operations, liquidity, and capital resources.

For results of operations, analyze material changes in revenue and expense components between reporting periods and explain what drove them. Stating that revenue grew 12 percent is not enough; 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 on this section.

For liquidity and capital resources, assess the company’s ability to generate cash to meet its obligations. Analyze cash flows from operations, investing, and financing, together with material capital expenditure commitments and available sources of capital such as revolving credit facilities or recent debt issuances.

The MD&A must also address known trends, demands, or uncertainties reasonably likely to materially affect future results. If the discussion uses non-GAAP measures such as adjusted EBITDA, reconcile each to the most directly comparable GAAP figure.

Item 8: Financial Statements and Supplementary Data

Item 8 contains the audited financial statements prepared under Regulation S-X. For most filers, 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 follow Article 8 of Regulation S-X, which requires only two years of income statements and cash flow statements.¹⁰

Footnotes must cover significant accounting policies, revenue recognition methods, and breakdowns of material account balances, at a level of detail that satisfies GAAP’s full disclosure requirements. Item 8 also includes the report of the independent registered public accounting firm, which must be registered with the Public Company Accounting Oversight Board.¹¹ The auditor issues an opinion (unqualified, qualified, or adverse) on whether the statements are fairly presented in conformity with GAAP. For large accelerated filers, the auditor must also opine 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 content is both human-readable and machine-readable.¹²

Item 9A: Controls and Procedures

Item 9A implements Sarbanes-Oxley Sections 302 and 404 and requires two separate assessments.⁸

First, disclosure controls and procedures. The CEO and CFO must evaluate these as of fiscal year-end and state explicitly whether they are effective.¹³

Second, internal control over financial reporting (ICFR). Management must publish an annual assessment of ICFR effectiveness, typically evaluated against the COSO framework, and disclose any material weaknesses. A material weakness means a reasonable possibility that a material misstatement would not be prevented or detected in time. Accelerated and large accelerated filers must also include an outside auditor attestation on ICFR effectiveness, integrated with the financial statement audit.⁸

Item 9B: Other Information

Item 9B is a catch-all. If something should have been disclosed on a Form 8-K during the fourth quarter but was not, disclose it here. Item 9B also requires disclosure of any insider trading arrangements or plans adopted or terminated by directors and officers during the quarter, as required by Item 408(a) of Regulation S-K.⁸

Part III: Governance and Management Information

Companies routinely incorporate Part III by reference from the definitive proxy statement (Form DEF 14A), as long as the proxy is filed within 120 days after fiscal year-end.⁸ Miss that window, and the Part III content has to go directly into the 10-K or into an amendment.

Item 10: Directors, Executive Officers, and Corporate Governance

Provide biographical information for each director and executive officer covering at least the past five years of business experience, and disclose any involvement in specified legal proceedings such as bankruptcy or criminal convictions. Identify members of the audit, compensation, and nominating committees. Disclose whether the company has adopted a code of ethics that applies to the CEO, CFO, and other senior financial officers; if not, explain why. Identify whether the audit committee includes a financial expert and name that person, or explain the absence.

Item 11: Executive Compensation

Item 11 opens with the Compensation Discussion and Analysis, which explains the compensation philosophy, how pay decisions get made, and how pay links to performance. The numbers themselves go into standardized tables: Summary Compensation, Grants of Plan-Based Awards, and Outstanding Equity Awards. The CEO Pay Ratio comparing CEO total compensation to 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 has to prepare an accounting restatement due to material noncompliance with financial reporting requirements. The lookback covers the three completed fiscal years immediately before the date the restatement becomes required.¹⁴ The annual report must also include check boxes indicating whether the financial statements reflect any error corrections and whether those corrections triggered a recovery analysis.

Item 12: Security Ownership

Provide a table showing beneficial ownership for every director, each named executive officer, and the officer group as a whole, with the amount and percentage of equity securities each beneficially owns. Beneficial ownership means the power to vote or dispose of shares, even if someone else holds legal title. Identify any person or group known to beneficially own more than 5 percent of any class of voting securities, and describe the nature of that ownership (sole voting power, shared voting power, or shared investment discretion). Disclose equity compensation plan information, including securities available for future issuance.

Item 13: Related-Party Transactions

Disclose any transaction above $120,000 in which a related party has a direct or indirect material interest. A related party includes directors, executive officers, director nominees, immediate family members of those individuals, and any beneficial owner of more than 5 percent of the company’s voting stock.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.

Disclose the related party’s name, the nature of the relationship, and the approximate dollar amount involved. If a director’s private firm supplies materials to the company, spell out the terms. Describe the policies used to review, approve, and monitor related-party transactions.

Item 14: Principal Accountant Fees and Services

Disclose aggregate fees paid to the 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.

Part IV: Exhibits, Schedules, and Signatures

Item 15: Exhibits and Financial Statement Schedules

List all financial statements, financial statement schedules, and exhibits included in the filing. Financial statement schedules supply additional detail supporting the primary statements, and are often omitted when the same information already appears in the footnotes.

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

Signatures

The report must be signed by the principal executive officer, the principal financial officer, and the principal accounting officer or controller. It must also be 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 the federal securities laws for material misstatements or omissions.

Amending a Form 10-K

To correct or update a previously filed 10-K, file an amendment designated as Form 10-K/A. The amendment uses the same form cover, includes the complete text of every item being amended, and must be 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 arise from accounting restatements, late Part III information when a proxy statement misses the 120-day window, or SEC staff comments requiring revised disclosure. A 10-K/A replaces only the specific items being corrected; the rest of the original filing remains intact, and no other deadlines reset.

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Investor.gov. Form 10-K
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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