# Form 10-K: Annual Report for Public Companies

Canonical: https://finbryn.com/us/forms/form-10-k

Form 10-K is the annual report a company with registered securities files with the SEC: its business, risks, management's discussion and audited financial statements. It is due 60, 75 or 90 days after fiscal year end, by filer status, so a December 2026 year end gives a non-accelerated filer until Wednesday, March 31, 2027. The company files it, and its officers and directors sign it.

## Form 10-K at a glance

- Official name: Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
- Who files: Companies required to file annual reports under Section 13 or 15(d) of the Exchange Act for which no other form is prescribed, including transition reports when the fiscal year end changes.
- Due date: 60 days after fiscal year end for large accelerated filers, 75 days for accelerated filers and 90 days for all other registrants, or the next business day when that is a weekend or holiday. For a December 31, 2026 year end: March 1, March 16 and March 31, 2027. Form 12b-25, filed within one business day after the due date, adds 15 calendar days when the delay is unreasonable effort or expense.
- Extension: Form 12b-25
- Penalty basis: The form states no fixed penalty. A company that uses Form 12b-25 relief cannot use registration forms that depend on timely reports until the 10-K is filed (Rule 12b-25(d)). A knowingly false officer certification carries up to $1,000,000 and 10 years, and a willful one up to $5,000,000 and 20 years (18 U.S.C. 1350).
- Who signs: The registrant, and on its behalf the principal executive officer, the principal financial officer, the controller or principal accounting officer, and at least a majority of the board of directors. The CEO and CFO also sign Rule 13a-14 certifications.
- Where it goes: Electronically on EDGAR by the company or a filing agent it authorizes. EDGAR Next requires Login.gov credentials for each individual acting for the filer.
- How Finbryn fits: Your company files it; Finbryn supports with the numbers.
- Official form page (U.S. Securities and Exchange Commission): https://www.sec.gov/files/form10-k.pdf
- Official instructions: https://www.sec.gov/files/form10-k.pdf
- Facts verified 2026-10-19

Finbryn is not the U.S. Securities and Exchange Commission. This page explains the form; the agency's pages above are the source for the form itself.

## Key takeaways

- A 10-K covers the whole fiscal year and carries audited financial statements. A 10-Q covers one of the first three quarters with reviewed, unaudited statements, and there is no 10-Q for the fourth quarter.

- The due date is 60 days after year end for large accelerated filers, 75 days for accelerated filers and 90 days for everyone else, moved to the next business day when it lands on a weekend or holiday.

- Smaller reporting companies skip Item 1A risk factors and may use Article 8 of Regulation S-X, but their deadline still turns on accelerated filer status.

- Form 12b-25, filed within one business day after the due date, adds 15 calendar days when the delay is unreasonable effort or expense.

- The company files on EDGAR, the board and senior officers sign, and the CEO and CFO certify under Rule 13a-14. Finbryn supports with the numbers and never files.

## What Form 10-K is, and what it is not

Form 10-K is the annual report for companies that report under Section 13 or 15(d) of the Securities Exchange Act of 1934, and the same form carries a transition report when a company changes its fiscal year end. It brings together the business description, risk factors, management's discussion, audited statements, controls, governance and pay information, and exhibits.

It is not the glossy annual report to shareholders, although the two can be combined: General Instruction H lets a company fold the shareholder report into the 10-K if the combined document answers every Item and carries the cover page and signatures. And it is not the quarterly report. The table sets out the pair people confuse most.

| Point | Form 10-K | Form 10-Q |
| --- | --- | --- |
| Covers | The fiscal year | One of the first three fiscal quarters |
| Financial statements | Audited | Reviewed by an independent public accountant before filing |
| Due | 60, 75 or 90 days after year end | 40 or 45 days after quarter end |
| Risk factors | Item 1A, not required for smaller reporting companies | Material changes only, and not required for smaller reporting companies |
| Signed by | The company, its CEO, CFO, controller or principal accounting officer, and a majority of the board | A duly authorized officer and the principal financial or chief accounting officer |

The [Form 10-Q page](/forms/form-10-q) covers the quarterly side.

## Who has to file Form 10-K

A company files Form 10-K when Section 13 or 15(d) of the Exchange Act requires an annual report and no other form is prescribed for it (General Instruction A(1)). A company with a class of securities registered under Section 12 reports under Section 13. A company with no Section 12 registration can still owe a 10-K under Section 15(d), which is why the form carries a note for 15(d) registrants that have not registered securities under Section 12.

Which section applies, and from which year, is a question for securities counsel. Size does not decide whether you file; it decides how much you disclose and how soon. A smaller reporting company files the same report with scaled disclosure, and its deadline depends on whether it is also an accelerated filer. The [SEC reporting support page](/services/technical-accounting-advisory/sec-reporting-support-smaller-reporting-companies) sets out the thresholds.

Pre-IPO companies meet this through the registration statement. Once it is effective, the company is on the calendar: the first 10-Q is due within 45 days after the effective date, or on the date it would otherwise have been due, whichever is later (Rule 13a-13(a), read 2026-10-19).

## When is Form 10-K due in 2026 and 2027?

Form 10-K is due 60 days after fiscal year end for large accelerated filers, 75 days for accelerated filers and 90 days for all other registrants (General Instruction A(2), checked 2026-10-19). The table gives the date for a December 31, 2026 year end.

| Filer status | Who it is | Days | Due for fiscal 2026 |
| --- | --- | --- | --- |
| Large accelerated filer | Public float of $700 million or more | 60 | Monday, March 1, 2027 |
| Accelerated filer | Public float of $75 million or more but under $700 million, not under the revenue test | 75 | Tuesday, March 16, 2027 |
| All other registrants | Everyone else, including most smaller reporting companies | 90 | Wednesday, March 31, 2027 |

Rule 0-3 moves a last day that falls on a Saturday, Sunday or holiday to the first business day after. A company changes status at fiscal year end, once it has been reporting for 12 months and has filed an annual report, and the new status governs that year's 10-K (Rule 12b-2).

Part III (Items 10 to 14) can come from a definitive proxy statement filed within 120 days after year end, which is Friday, April 30, 2027 for a December year end. If no proxy is filed in time, Part III goes in the 10-K or an amendment by then. Schedules required by Article 12 of Regulation S-X may follow by amendment within 30 days after the due date.

## What goes in a Form 10-K, Item by Item?

A Form 10-K has four Parts and Items numbered 1 to 16. Part I describes the business, Part II holds the numbers and management's discussion, Part III covers governance and pay, and Part IV lists exhibits.

| Part | Items | What they hold |
| --- | --- | --- |
| I | 1, 1A, 1B, 1C, 2, 3, 4 | Business, risk factors, unresolved staff comments, cybersecurity, properties, legal proceedings, mine safety |
| II | 5, 6, 7, 7A | Equity market information, a reserved Item, management's discussion, market risk |
| II | 8, 9, 9A, 9B, 9C | Financial statements, changes in accountants, controls and procedures, other information, foreign inspection disclosures |
| III | 10 to 14 | Directors and governance, executive pay, ownership, related transactions, principal accountant fees |
| IV | 15, 16 | Exhibits and financial statement schedules, an optional summary |

Item 1A does not apply to smaller reporting companies. Item 8(b) lets a smaller reporting company use Article 8 of Regulation S-X, which asks for two years of audited statements (Rule 8-02).

The finance team feeds Items 7, 8, 9A and 14 most directly. Item 8 ties to the trial balance, Item 7 discusses the same numbers, and Item 9A reports management's assessment of internal control over financial reporting (Item 308), with the auditor's attestation report only for accelerated and large accelerated filers. Item 14 draws on the auditor's fee billings.

## What does the cover page say about your filer status?

The cover page records the company's status in check boxes, and those boxes set next year's calendar. The 10-K asks whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. It also asks whether all required reports were filed in the past 12 months, whether the auditor has attested to management's internal control assessment under Section 404(b), whether the statements reflect the correction of an error, and whether the company is a shell company.

Two entries need the finance team. The first is the aggregate market value of voting and non-voting common equity held by non-affiliates, computed as of the last business day of the most recently completed second fiscal quarter. That figure is the public float that decides smaller reporting company and accelerated filer status, so it needs the share count, the price and an affiliate list that counsel agrees. The second is the number of shares outstanding of each class as of the latest practicable date.

## Who signs and certifies Form 10-K?

The report is signed by the registrant and, on its behalf, by its principal executive officer, its principal financial officer, its controller or principal accounting officer, and at least a majority of the board of directors (General Instruction D(2)(a)).

The officers also certify. Rule 13a-14(a) requires the principal executive and principal financial officers to sign a certification filed as an exhibit (Item 601(b)(31) of Regulation S-K), and Rule 13a-14(b) requires a separate statement under 18 U.S.C. 1350 (Item 601(b)(32)). No one may sign a certification under a power of attorney (Rule 13a-14(c)).

The first certification says the officer has reviewed the report, that it holds no untrue statement of a material fact, that the financial statements fairly present the company's financial condition, results and cash flows, that the officers are responsible for disclosure controls and internal control over financial reporting, and that significant deficiencies, material weaknesses and any fraud involving management have been disclosed to the auditors and the audit committee. The Section 1350 statement carries a fine of up to $1,000,000 and 10 years in prison for a knowing false certification and up to $5,000,000 and 20 years for a willful one.

## How does the company file it, and what if it is late?

The company submits Form 10-K electronically on EDGAR, directly or through a filing agent it authorizes. Since September 15, 2025, EDGAR Next has required Login.gov credentials with multifactor authentication for each person acting for a filer, and an account administrator can delegate filing authority (SEC FAQ, last reviewed 2025-12-22). A filing submitted by 5:30 p.m. Eastern is dated that business day; one submitted later is dated the next (17 CFR 232.13(a)(2)).

A company that will miss the date files Form 12b-25 no later than one business day after it. If the delay is unreasonable effort or expense, the 10-K is deemed timely when filed within 15 calendar days after the due date. For a non-accelerated filer with a December 2026 year end, the notice is due Thursday, April 1, 2027 and the 15 days end Thursday, April 15, 2027 (Illustrative). The notice must give the reason and say whether a significant change in results is expected.

If the reason is that someone else, such as the auditor, cannot furnish a required report, that person's signed statement is attached (Rule 12b-25(c)). Using the relief still keeps registration forms that depend on timely reports closed until the 10-K is on file (Rule 12b-25(d)).

## Where Finbryn fits

Your company files on EDGAR and your officers certify; Finbryn never files with the SEC. A PCAOB-registered independent auditor audits and reviews your statements.

Finbryn's part is the numbers behind the 10-K. It prepares draft financial statements from your ledger, ties each line to the trial balance, builds the roll-forwards the notes quote for equity, debt, leases and deferred revenue, and keeps a disclosure checklist against every Item, marking each one answered, not applicable or open. Those drafts and schedules go to your CFO and controller, then to your auditor and securities counsel. Management owns the report. Finbryn does not decide what is disclosed, give legal advice, sign or certify.

Your auditor stays independent of that process. Under 17 CFR 210.2-01 an auditor generally cannot maintain your records or prepare the statements it audits, so that work sits with your team or a provider such as Finbryn. If Finbryn keeps your books, we refer your audit to an independent CPA practice. The [SEC reporting support page](/services/technical-accounting-advisory/sec-reporting-support-smaller-reporting-companies) covers the workflow from close to filing, and [working papers](/services/audit-compliance-support/working-papers) describes how support schedules are organized for the auditor.

## Common mistakes

Most late or corrected 10-Ks trace back to a handful of avoidable slips.

- **Counting from the wrong date.** The days run from fiscal year end, and a weekend or holiday deadline moves to the next business day.
- **Assuming smaller reporting company means the 90-day deadline.** The deadline follows accelerated filer status; a company that qualifies on float alone, with revenues of $100 million or more, can be accelerated.
- **Treating Form 12b-25 as automatic.** It must be filed within one business day after the due date, give a reason, and the report must then arrive within 15 calendar days.
- **Leaving Part III to a proxy that is not filed in time.** The 120-day limit then moves Part III into the 10-K or an amendment.
- **Signing a certification through someone else.** Rule 13a-14(c) bars a power of attorney.

## What to know for the 2026 fiscal year

The Form 10-K in force at the SEC is revision SEC 1673 (02-25), with OMB approval running to September 30, 2029 (checked 2026-10-19). It includes Item 1C on cybersecurity and cover-page questions on the correction of errors and the recovery analysis of incentive-based compensation under Rule 10D-1(b).

For a December 31, 2026 year end the dates are Monday, March 1, 2027 for large accelerated filers, Tuesday, March 16, 2027 for accelerated filers and Wednesday, March 31, 2027 for everyone else. The public float that fixes status for that year was measured on the last business day of the second fiscal quarter, which for a calendar-year company was Tuesday, June 30, 2026.

EDGAR Next has applied since September 15, 2025. Anyone who files for the company needs individual Login.gov credentials, so confirm well before March who on your team and which filing agent have access.

## Frequently asked questions

**Q: What is Form 10-K and what is it used for?**

A: Form 10-K is the annual report required of companies that report under Section 13 or 15(d) of the Securities Exchange Act. It holds the business description, risk factors, management's discussion, audited financial statements, controls disclosures and governance and pay information, and investors use it as the main yearly record of a public company. The current form is SEC 1673 (02-25), checked 2026-10-19.

**Q: When is Form 10-K due?**

A: Sixty days after fiscal year end for large accelerated filers, 75 days for accelerated filers and 90 days for all other registrants (checked 2026-10-19). For a December 31, 2026 year end that is Monday, March 1, Tuesday, March 16 and Wednesday, March 31, 2027. A weekend or holiday deadline moves to the next business day, and Form 12b-25 can add 15 calendar days.

**Q: How do you file Form 10-K?**

A: The company files it electronically on EDGAR, directly or through a filing agent it authorizes, after the required officers and directors have signed and the CEO and CFO have certified. EDGAR Next, required since September 15, 2025, needs Login.gov credentials for each person acting for the filer. A filing submitted by 5:30 p.m. Eastern counts as filed that business day.

**Q: What is the difference between Form 10-K and Form 10-Q?**

A: Form 10-K is the annual report with audited financial statements, due 60, 75 or 90 days after year end. Form 10-Q is the quarterly report for each of the first three quarters, with reviewed, unaudited statements, due 40 or 45 days after quarter end. There is no 10-Q for the fourth quarter, and both carry CEO and CFO certifications (SEC forms, checked 2026-10-19).

**Q: Where are the current instructions and PDF for Form 10-K?**

A: The SEC publishes the form and its general instructions as one PDF at sec.gov/files/form10-k.pdf. The version checked on 2026-10-19 is SEC 1673 (02-25), with OMB approval through September 30, 2029. The Regulation S-K Items it points to, such as Items 101 and 303, are in 17 CFR Part 229 on eCFR.

**Q: Do smaller reporting companies have to include risk factors in Form 10-K?**

A: No. Item 1A says smaller reporting companies are not required to provide risk factor information (Form 10-K, checked 2026-10-19). They may also use Article 8 of Regulation S-X for the financial statements under Item 8(b). The filing deadline does not change, because it depends on whether the company is an accelerated filer.

**Q: Who signs Form 10-K?**

A: The registrant signs, and on its behalf the principal executive officer, the principal financial officer, the controller or principal accounting officer and at least a majority of the board of directors (General Instruction D(2)(a), checked 2026-10-19). The CEO and CFO also sign separate certifications under Rule 13a-14, and a power of attorney cannot be used for a certification.

## Sources

1. [SEC, Form 10-K and general instructions (SEC 1673 (02-25))](https://www.sec.gov/files/form10-k.pdf) (2026-10-19)
2. [SEC, Form 10-Q and general instructions](https://www.sec.gov/files/form10-q.pdf) (2026-10-19)
3. [SEC, Form 12b-25 notification of late filing](https://www.sec.gov/files/form12b-25.pdf) (2026-10-19)
4. [eCFR, 17 CFR 240.12b-2 Definitions (accelerated and large accelerated filer)](https://www.ecfr.gov/current/title-17/section-240.12b-2) (2026-10-19)
5. [eCFR, 17 CFR 240.12b-25 Notification of inability to timely file](https://www.ecfr.gov/current/title-17/section-240.12b-25) (2026-10-19)
6. [eCFR, 17 CFR 240.13a-14 Certification of disclosure in annual and quarterly reports](https://www.ecfr.gov/current/title-17/section-240.13a-14) (2026-10-19)
7. [eCFR, 17 CFR 229.308 (Item 308) Internal control over financial reporting](https://www.ecfr.gov/current/title-17/section-229.308) (2026-10-19)
8. [eCFR, 17 CFR 232.13 Date of filing; adjustment of filing date](https://www.ecfr.gov/current/title-17/section-232.13) (2026-10-19)
9. [eCFR, 17 CFR 240.0-3 Filing of material with the Commission](https://www.ecfr.gov/current/title-17/section-240.0-3) (2026-10-19)
10. [SEC, EDGAR Next frequently asked questions](https://www.sec.gov/submit-filings/improving-edgar/edgar-next-improving-filer-access-account-management/edgar-next-frequently-asked-questions) (2026-10-19)
11. [Cornell LII, 18 U.S.C. 1350 Failure of corporate officers to certify financial reports](https://www.law.cornell.edu/uscode/text/18/1350) (2026-10-19)

## Related forms

- [Form 10-Q: Quarterly Report for Public Companies](https://finbryn.com/us/forms/form-10-q)
- [Form 8-K: Current Report for Public Companies](https://finbryn.com/us/forms/form-8-k)

## Related services

- [SEC reporting support for smaller reporting companies](https://finbryn.com/us/services/technical-accounting-advisory/sec-reporting-support-smaller-reporting-companies)
- [Month-end close](https://finbryn.com/us/services/month-end-close-reporting/month-end-close)
- [Working paper preparation](https://finbryn.com/us/services/audit-compliance-support/working-papers)

Reviewed October 2026

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