periodic reports

Periodic reports are documents that public companies must continuously file with the Securities and Exchange Commission (SEC) which disclose material updates on the company’s business operations. There are three ways a company can have a requirement to file periodic reports. Section 12(a) of the Exchange Act requires companies to file periodic reports when they are listed on an exchange.

  • Section 12(g) of the Exchange Act requires companies to file periodic reports when they have more than 2,000 shareholders and more than $10 million in assets.

  • Section 15(d) of the Exchange Act requires companies to file periodic reports when they conduct a public offering .

Once a company becomes subject to the periodic report requirements, they must file an annual report on a Form 10-K , a quarterly report on a Form 10-Q , and a current report on a Form 8-K . A company’s CEO and CFO must certify the information contained in these reports. The purpose of a Form 10-K and a Form 10-Q is to update shareholders, investors, and the public a company’s financial and business performance on an ongoing basis, such as financial risks and market performance. Such transparency helps investors to make decisions with sufficient information.

A Form 10-Q may not cover as much information as a Form 10-K does, including details of operations, and no auditing requirements exist when filing a Form 10-Q. Yet, they are substantially similar in terms of the financial statements contained, which must be consistent, thereby allowing readers to understand the company’s financial situation well. Moreover, both of them also contain a company’s non-financial information, such as its structure of management and the composition of its board of directors. They are available on the Securities and Exchange Commission (SEC) Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system website at: https://www.sec.gov/search-filings

See also, this guide on how to read a 10-k: https://www.sec.gov/files/reada10k.pdf

[Last reviewed in March of 2025 by the Wex Definitions Team ]

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