Historical frame
- Kind
- regulation
- Period
- Regulation S-K adopted December 23, 1977; integrated disclosure March 3, 1982; Items 1A and 1B effective December 1, 2005; 10-KSB retired by March 15, 2009; Item 16 effective June 9, 2016; Item 6 removed effective February 10, 2021; Item 1C for fiscal years ending on or after December 15, 2023
- Jurisdiction
- United States
A reader of an old filing meets Items that no longer exist and a reader of a new one meets Items that did not exist; knowing when the outline changed keeps a comparison across years honest.
Questions to carry forward
- If a 2004 annual report has no Item 1A, is something missing?
- Why does the count of annual reports fall after 2009 without the number of public companies falling by the same amount?
Claim disciplineEvidence boundaries
- The dates are adoption or effective dates of Commission releases; a given company's first filing under a change depends on its fiscal year end and filer status.
- Filing counts from the EDGAR full index are filings received by form type, not the number of reporting companies; amendments and transition reports are separate rows.
- The retirement of the 10-K405 variant is dated here from the index, where it ends in 2002; the reading's reporting-forms page carries the 10-KSB phase-out date.
Form 10-K is the annual report that a domestic public company files under the Securities Exchange Act of 1934. The statute does not fix the outline of Parts I to IV and their Items. Regulation S-K sets the content of each Item. The Commission adopted that regulation in 1977 and reorganized it for the integrated disclosure system in 1982.
The Commission has changed the outline at specific points. It added Item 1A for risk factors and Item 1B for unresolved staff comments in 2005. An optional Item 16 summary followed in 2016. In 2021, the Commission removed the five-year selected financial data requirement from Item 6 and reserved the number. Item 1C added cybersecurity disclosures for fiscal years ending on or after December 15, 2023.
Other rules changed the filing without changing that outline. Interactive data tagging began its phase-in during 2009, followed by inline XBRL in 2018. The Sarbanes-Oxley internal-control report changed the content within Item 9A for affected filers beginning in 2004.
The EDGAR full index also records variants of the form. Many filers used Form
10-K405 from 1995 to 2002. Its cover page asked about late Section 16 reports.
Qualifying small companies used Form 10-KSB from 1995 into early 2009. A
company that changes its fiscal year may file a transition report on Form
10-KT. An amendment adds /A to the form name.
Foreign private issuers use Form 20-F, and eligible Canadian issuers use Form 40-F. The index count shows that domestic annual-report filings approached 14,000 per year in the late 1990s. The count is about 7,000 per year after the 405 and small-business variants ended. These figures count filings, not reporting companies.