Form 10-K405
Encyclopedia
Form 10-K405 is an SEC filing
to the US Securities and Exchange Commission (SEC) that indicates that an officer or director of a public company failed to file a Form 4
(or related Form 3
or Form 5
) on time, in violation of Section 16 - meaning that they did not disclose their insider trading
activities within the required time period.
Prior to 2003, 10-K forms submitted to the SEC contained the following qualifier:
If this box is checked on the form, the SEC asks that it be filed as a 10-K405. Otherwise the form is filed as a 10-K
. Other than the checkbox, the SEC indicates there is no difference in substance between the two forms. For the years where electronic filing has been required, almost one-third of the filings are registered as a 10-K405. This classification was discontinued after 2002.
According to the Branch of Public Reference at the SEC:
SEC filing
An SEC filing is a financial statement or other formal document submitted to the U.S. Securities and Exchange Commission . Public companies, certain insiders, and broker-dealers are required to make regular SEC filings. Investors and financial professionals rely on these filings for information...
to the US Securities and Exchange Commission (SEC) that indicates that an officer or director of a public company failed to file a Form 4
Form 4
Form 4 is a United States SEC filing that relates to insider trading. Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934 must file with the United States Securities and Exchange Commission a...
(or related Form 3
Form 3
Form 3 is an SEC filing filed with the US Securities and Exchange Commission to indicate a preliminary insider transaction by an officer, director, or beneficial owner of the company's securities. These are typically seen after a company IPOs when insiders make their first transactions...
or Form 5
Form 5
Form 5 is an SEC filing submitted to the Securities and Exchange Commission on an annual basis by company officers, directors, or beneficial owners, which summarizes their insider trading activities. This form is simply a combination of year's Form 4 filings, which are mandatory filings made...
) on time, in violation of Section 16 - meaning that they did not disclose their insider trading
Insider trading
Insider trading is the trading of a corporation's stock or other securities by individuals with potential access to non-public information about the company...
activities within the required time period.
Prior to 2003, 10-K forms submitted to the SEC contained the following qualifier:
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-KRegulation S-KRegulation S-K is a prescribed regulation under the US Securities Act of 1933 that lays out reporting requirements for various SEC filings used by public companies...
is not contained herein, and will not be contained
to the best of registrant's knowledge in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
If this box is checked on the form, the SEC asks that it be filed as a 10-K405. Otherwise the form is filed as a 10-K
Form 10-K
A Form 10-K is an annual report required by the U.S. Securities and Exchange Commission , that gives a comprehensive summary of a public company's performance...
. Other than the checkbox, the SEC indicates there is no difference in substance between the two forms. For the years where electronic filing has been required, almost one-third of the filings are registered as a 10-K405. This classification was discontinued after 2002.
According to the Branch of Public Reference at the SEC:
The requirement to designate a Form 10-K as a Form 10-K405 was eliminated after it was determined that the use of the designation by companies was inconsistent and therefore not reliable. The form type is no longer accepted by the EDGAR system.