How to Read a 10-K: A Company's Annual Report, Item by Item

A 10-K is the annual report a US public company files with the SEC once a year, covering its business, its risk factors and its audited financial statements.

This page covers who files one and by when, what sits in each part of the form, the order experienced readers work through it in, and how the 10-K differs from the 10-Q and the 8-K. Every item number, deadline and quoted phrase comes from the SEC's form text or the rules it points to. It is descriptive throughout.

Who files a 10-K, and by when

Domestic public companies file a 10-K after each fiscal year closes. The deadline depends on filer category, which depends on public float: the market value of shares held by non-affiliates, measured on the last business day of the second fiscal quarter.

• Large accelerated filer (float of $700 million or more): 60 days after fiscal year end.
• Accelerated filer (float of $75 million or more, under $700 million): 75 days.
• All other registrants, including non-accelerated filers: 90 days.

Those windows sit in General Instruction A(2) of Form 10-K itself. Since April 2020 a revenue test sits on top: a company that qualifies as a smaller reporting company and had annual revenues under $100 million is excluded from both accelerated categories even when its float clears the threshold.

Fiscal year is not calendar year. Plenty of companies close their books in June, September or January, so 10-Ks land all year round rather than in one spring rush.

The map of the document

Every 10-K follows the same skeleton, which is what makes them comparable across companies and across years.

Part I: the business and what could go wrong with it.

• Item 1, Business. What the company sells, to whom, against which competitors, with what workforce and regulators.
• Item 1A, Risk Factors. The rule asks for "the material factors that make an investment in the registrant or offering speculative or risky," in plain English, under sub-headings that describe each risk. Run past 15 pages and a summary of no more than two pages goes in the forepart. Smaller reporting companies need not provide this item.
• Item 1B, Unresolved Staff Comments. SEC staff comments on earlier filings still outstanding. Blank is the norm; a populated Item 1B is worth reading twice.
• Item 1C, Cybersecurity, then Items 2, 3, 4: cyber risk management and oversight, properties, legal proceedings, mine safety where applicable.

Part II: the numbers.

• Item 5. Market for the common equity, plus fourth-quarter share repurchases month by month.
• Item 7, Management's Discussion and Analysis (MD&A). The rule sets the objective as "material information relevant to an assessment of the financial condition and results of operations," focused on "material events and uncertainties known to management." Three required blocks: liquidity and capital resources (cash needs over the next 12 months and separately beyond), results of operations, and critical accounting estimates.
• Item 7A. Exposure to rates, currencies and commodity prices.
• Item 8. The audited statements, the footnotes, and the report of the independent registered public accounting firm.
• Item 9A, Controls and Procedures. Management's assessment of disclosure controls and of internal control over financial reporting. Whether an outside auditor also attested under Section 404(b) shows in a cover-page check box; non-accelerated filers are not subject to that attestation.
• Item 9B, Other Information. Fourth-quarter items that would otherwise have gone in an 8-K, plus any Rule 10b5-1 trading arrangement a director or officer adopted or terminated that quarter. It pairs with the Form 4 filings insiders file when they actually trade.

Part III: usually somewhere else. Items 10 through 14 cover directors, executive compensation, security ownership, related-party transactions and accountant fees. A company may incorporate them by reference from its definitive proxy statement if that statement is filed within 120 days of fiscal year end. If the proxy will not arrive inside that window, the Part III items must go into the 10-K itself or an amendment by that same 120-day mark.

Part IV: Item 15 lists exhibits and financial statement schedules, including material contracts and subsidiaries. Item 16 is an optional summary.

How to actually read one

A 10-K runs a hundred pages or more. Nobody reads it front to back.

1. MD&A first (Item 7). Management explaining in sentences why the line items moved, and flagging which reported figures rest on estimates rather than facts. 2. Compare risk factors against last year's. The section is drafted by lawyers and copied forward, so the information is in the delta: risks added, risks dropped, risks that gained a paragraph of specifics. Open both years side by side and read what changed. 3. Then the footnotes. Segment results, revenue recognition, debt maturities, lease commitments, tax reconciliation, litigation reserves, events after the balance sheet date. The income statement is a summary; the footnotes are the disclosure. 4. Read the audit report for going-concern wording. An auditor evaluates whether substantial doubt exists about the company's ability to continue as a going concern for a reasonable period, not to exceed one year beyond the date of the financial statements being audited. When that doubt survives, the report carries an explanatory paragraph using the phrase "substantial doubt about its ability to continue as a going concern." Kresmion runs a detector that matches that wording in incoming filing text and suppresses the risk-factor hypotheticals that use the same words. The going-concern explainer covers what it does and does not mean. 5. Check Item 9A for a material weakness. A stated weakness in internal control over financial reporting is the company saying its own numbers may not be reliable.

10-K, 10-Q, 8-K: which report says what

• 10-K: annual, audited, due 60, 75 or 90 days after fiscal year end by filer category.
• 10-Q: filed after each of the first three fiscal quarters only. No 10-Q covers the fourth quarter, because the 10-K does. Due 40 days after quarter end for large accelerated and accelerated filers, 45 days for everyone else. Reviewed, not audited.
• 8-K: event-driven rather than periodic, filed within four business days of the event unless the form says otherwise. Earnings releases, executive departures, material agreements and material cybersecurity incidents surface here first. See how to read an 8-K for the item codes.

Foreign private issuers are not required to file these. Their annual report goes on Form 20-F, due within four months of fiscal year end, with interim material information on Form 6-K. Canadian issuers meeting the multijurisdictional disclosure system conditions may file Form 40-F instead, which carries their Canadian annual information form, audited statements and management's discussion in an SEC wrapper.

A worked example

Microsoft's fiscal year ends June 30. Its 10-K for the year ended June 30, 2026 was filed on July 29, 2026: 29 days after year end, well inside the 60 days a large accelerated filer gets.

The index shows the shape of a full-size 10-K. Item 1 Business starts on page 3, risk factors run from page 14 to 28, MD&A from 34 to 48, financial statements and footnotes from 50 to 88, and Item 9A follows on page 89 with management's report on internal control and then the auditor's report. Part III Items 10 through 14 are short cross-reference blocks pointing at named captions in the proxy statement for the annual meeting to be held December 8, 2026. Out of roughly a hundred pages: about 39 of audited numbers and footnotes, 15 of risk factors, 15 of management's account of the year.

Key takeaways

Frequently asked questions

Is the 10-K the same as the annual report a company mails to shareholders?

No. The SEC's investor education site states that the 10-K is distinct from the annual report to shareholders, the document sent out in connection with the annual election of directors. That shareholder version tends to be designed, illustrated and shorter. Some companies bind the 10-K inside it, so the required content is all there, wrapped in a cover.

How soon after year end does a 10-K appear?

Between 60 and 90 days, set by filer category. Large filers often beat the deadline: Microsoft filed 29 days after its June 30, 2026 year end against a 60-day requirement. A company that needs longer files a Form 12b-25 notification, which covers a 10-K filed within 15 calendar days of the due date.

Do foreign companies file 10-Ks?

Foreign private issuers do not. They file a Form 20-F within four months of fiscal year end, or a Form 40-F if they qualify under the Canadian multijurisdictional disclosure system, with interim disclosures on Form 6-K rather than 8-K. A foreign company that does not meet the foreign private issuer definition files on the domestic forms, 10-K included.

Does a 10-K tell you whether to buy the stock?

No. A 10-K is a disclosure document: a record of what happened during the fiscal year, plus what management identifies as risk. It carries no recommendation, no valuation opinion and no view on the share price. It is written by the company, with only the financial statements and the internal control assessment subject to outside audit.

This page is information, not investment advice.

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Source: SEC forms and general instructions, for deadlines and item structure: Form 10-K https://www.sec.gov/files/form10-k.pdf , Form 10-Q https://www.sec.gov/files/form10-q.pdf , Form 8-K https://www.sec.gov/files/form8-k.pdf , Form 20-F https://www.sec.gov/files/form20-f.pdf , Form 40-F https://www.sec.gov/files/form40-f.pdf , Form 6-K https://www.sec.gov/files/form6-k.pdf Source: SEC, Form 12b-25 notification of late filing, for the 15 calendar day annual report extension, https://www.sec.gov/files/form12b-25.pdf Source: eCFR, Regulation S-K, for quoted item wording: Item 105 https://www.ecfr.gov/current/title-17/section-229.105 , Item 303 https://www.ecfr.gov/current/title-17/section-229.303 , Item 408 https://www.ecfr.gov/current/title-17/section-229.408 Source: SEC, Accelerated Filer and Large Accelerated Filer Definitions compliance guide, for float thresholds, the $100 million revenue test and the ICFR attestation, https://www.sec.gov/resources-small-businesses/small-business-compliance-guides/accelerated-filer-large-accelerated-filer-definitions Source: PCAOB, AS 2415, for the one-year going-concern window and the explanatory paragraph wording, https://pcaobus.org/oversight/standards/auditing-standards/details/AS2415 Source: SEC Investor.gov, Form 10-K glossary entry, for the 10-K being distinct from the annual report to shareholders, https://www.investor.gov/introduction-investing/investing-basics/glossary/form-10-k Source: SEC EDGAR, Microsoft Corp 10-K for the fiscal year ended June 30, 2026, filed July 29, 2026, retrieved 2026-08-14, https://www.sec.gov/Archives/edgar/data/789019/000119312526323660/msft-20260630.htm

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