Form 10-Q: Quarterly Report for Public Companies

Form 10-Q is the interim report that keeps investors current between annual reports. It covers a fiscal quarter, with interim financial statements, management's discussion of the quarter, and updates to the 10-K's risk factors and legal proceedings only where something changed. Its sibling is the Form 10-K, and the two are easy to mix up.

The 10-K covers the year with audited statements and is due in 60, 75 or 90 days. The 10-Q covers a quarter with reviewed, unaudited statements and is due in 40 or 45 days. The 10-K has a full list of Items, while the 10-Q has Part I for financial information and Part II for other information, and Part II lets a company leave out any item that is inapplicable or answered in the negative.

The 10-Q also does not replace a Form 8-K. An event that triggers an 8-K needs one within four business days, whatever quarter it falls in. The 10-Q is the backstop: it picks up anything an 8-K should have reported during the quarter and did not.

A 10-Q is filed for each of the first three fiscal quarters of a fiscal year, and none is needed for the fourth (General Instruction A.1; Rule 13a-13(a), read 2026-10-19). The 10-K carries the year-end numbers instead. For a calendar-year company that means reports for the quarters ended March 31, June 30 and September 30.

A newly public company has its own start. The first 10-Q is due within 45 days after the registration statement's effective date, or on or before the date it would have been due had the company been filing as of its last fiscal quarter, whichever is later. A pre-IPO finance team should plan that first close, and the independent accountant's review that goes with it, before the offering.

Some issuers sit outside the rule: investment companies filing under the Investment Company Act, foreign private issuers filing under Rule 13a-16 and asset-backed issuers (Rule 13a-13(b)).

Form 10-Q is due 40 days after the end of each of the first three fiscal quarters for large accelerated and accelerated filers, and 45 days for all other registrants (General Instruction A.1, checked 2026-10-19). The table shows the dates for a calendar-year company.

Rule 0-3 lets a company file on the first business day after a due date that falls on a Saturday, Sunday or holiday.

A company that cannot finish files Form 12b-25 no later than one business day after the due date. If the delay is unreasonable effort or expense and the 10-Q is filed within 5 calendar days after the due date, it is deemed timely (Rule 12b-25(b)). Until the 10-Q is on file, the company cannot use registration forms that depend on timely reports (Rule 12b-25(d)). If the late 10-Q will show a significant change in results from the same quarter last year, the 12b-25 asks for an explanation, with numbers where a reasonable estimate can be made.

A 10-Q has two Parts. Part I is the financial information and Part II is everything else.

The finance team feeds Items 1 and 2 and the exhibits that carry the certifications. Part II reports negatives by omission, so a clean quarter produces a short Part II. The report must still show the item numbers and captions of all applicable Part II items, and a response may point to Part I when the information is already there.

An independent public accountant must review the interim financial statements before the 10-Q is filed, using the applicable professional standards for reviews (Regulation S-X Rule 10-01(d), read 2026-10-19). A review is not an audit, so the statements stay unaudited. If the 10-Q says the statements were reviewed, the accountant's review report must be filed with them. That work belongs to your auditor. Finbryn does not review, audit or attest to anything.

Management has a quarterly duty of its own. Rule 13a-15(b) requires management, with the principal executive and financial officers, to evaluate the effectiveness of disclosure controls and procedures as of the end of each fiscal quarter. Item 4 reports the conclusion and any change in internal control over financial reporting during the quarter. The full annual assessment of internal control belongs to the 10-K.

Timing is where quarters go wrong. The reviewer needs stable statements, and a 40- or 45-day clock leaves little slack after a close that runs long. Drafts that are tied to the ledger before the review starts, with each late change logged, are the practical protection.

The 10-Q cover asks the same filer-status question as the 10-K: large accelerated filer, accelerated filer, non-accelerated filer, smaller reporting company or emerging growth company. It also asks whether all required reports were filed in the past 12 months and all Interactive Data Files submitted, whether the company is a shell company, and for the shares outstanding of each class as of the latest practicable date.

Status is re-determined each year. A company reflects its smaller reporting company determination on the cover of its 10-Q for the first fiscal quarter of the next year, and on later filings that year (17 CFR 229.10(f)(2)(i)(C), read 2026-10-19). A company that becomes newly eligible on public float may show the change from its first 10-Q after the determination. So the first-quarter 10-Q is where a change in status first appears, and the public float calculation behind it needs to be ready before that report is drafted.

The registrant signs through a duly authorized officer and through its principal financial officer or chief accounting officer. When one person holds more than one of those roles, a single signature is enough if the report shows the dual capacity (General Instruction G).

The officers also certify each quarter. Rule 13a-14(a) requires the principal executive and principal financial officers to sign the certification filed as an exhibit (Item 601(b)(31)), and Rule 13a-14(b) requires the separate statement under 18 U.S.C. 1350 (Item 601(b)(32)). A certification cannot be signed under a power of attorney (Rule 13a-14(c)).

The wording is the same in substance as for the 10-K: the officer has reviewed the report, it holds no untrue statement of a material fact, the statements fairly present the company's condition, and significant deficiencies and fraud have been disclosed to the auditors and the audit committee. A knowingly false Section 1350 certification carries up to $1,000,000 and 10 years, and a willful one up to $5,000,000 and 20 years.

An event listed in Form 8-K goes in an 8-K within four business days, not in the next 10-Q. The 10-Q is the backstop: Part II Item 5(a) requires disclosure of any information that had to be on an 8-K during the quarter and was not reported. If it was reported on an 8-K, the 10-Q need not repeat it, since information previously reported does not need an additional report.

Results are the common confusion. An earnings release for a completed quarter is furnished under Item 2.02 of Form 8-K, but Item 2.02 does not apply to disclosure made in the 10-Q itself (Instruction 4 to Item 2.02). In practice both happen in the same few weeks: the release goes out on an 8-K, and the 10-Q follows with reviewed numbers that must agree with it. The Form 8-K page covers the triggers and the filed-versus-furnished distinction.

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 quarterly numbers. It prepares draft interim statements from your ledger, ties each line to the trial balance, rolls forward equity, debt and deferred revenue, compares the quarter with the prior-year quarter so the management discussion has explained variances, and keeps the disclosure checklist current. Those drafts go to your CFO and controller, then to the accountant who reviews them. Management owns the report. Finbryn does not decide what is disclosed, give legal advice, sign or certify.

Your auditor stays independent of that process, and Finbryn takes no part in the review. If Finbryn keeps your books, we refer your audit to an independent CPA practice. The SEC reporting support page covers the workflow from close to filing.

The same few slips cause most late or corrected 10-Qs.

• Filing a 10-Q for the fourth quarter. The 10-K covers it.
• Using the 45-day date when the company is an accelerated filer. Check the status that applies to this year's reports.
• Starting the review on unstable numbers. Late entries after the reviewer begins cost days.
• Treating the review as optional. Rule 10-01(d) requires it before filing.
• Missing the cover-page status change. The first-quarter 10-Q is where a new smaller reporting company or filer status shows.
• Repeating or omitting 8-K information. If it was reported on an 8-K, Part II need not repeat it; if it was not reported, Part II Item 5(a) must.
• Signing a certification through someone else. Rule 13a-14(c) bars a power of attorney.