The Reporting Calendar: 10-K, 10-Q, and the Four-Day 8-K

The day your registration statement goes effective, a clock starts, and it does not stop. This is the part of going public that founders underestimate most consistently.

Three filings define the rhythm.

The Form 10-K is the annual report. Audited financial statements, a full business description, risk factors, management's discussion and analysis, executive compensation, and management's assessment of internal control over financial reporting. The deadline depends on your filer status. Large accelerated filers have sixty days after fiscal year end. Accelerated filers have seventy-five. Non-accelerated filers — which is most companies that have recently gone public — have ninety.

The Form 10-Q is the quarterly report for the first three quarters. Unaudited financials, updated MD&A, updated risk factors, legal proceedings. Forty days for accelerated and large accelerated filers, forty-five for everyone else.

The Form 8-K is the one that catches companies off guard. It reports material events, and it is generally due within four business days of the event. Not four weeks. Four business days. Entry into a material agreement. Termination of one. A completed acquisition. Bankruptcy. A delisting notice. Departure or election of a director or principal officer. A change in auditor. A determination that previously issued financial statements should no longer be relied upon.

That last one — the non-reliance item — is the item that most often precedes a staff inquiry.

Here is what I want to convey. The 10-K and the 10-Q are scheduled. You can staff for them. The 8-K is unscheduled, and it requires that someone inside the company recognizes an event as reportable in real time, on a four-day fuse, usually while that same event is consuming everyone's attention.

The failure mode is almost never a company deciding to hide something. It is a company that had no process for noticing. A CFO negotiates a material contract on a Thursday and does not think of it as a filing event until the following week.

Build the process before you need it. A short written list of trigger events, kept where the finance and legal teams will actually see it. One person who owns the calendar. And a standing instruction that anything ambiguous gets a phone call to counsel the same day, not after the deal closes.

One more point. Risk factors are not boilerplate you write once and copy forward. A risk factor section identical to last year's, in a year when the business changed materially, invites a comment letter.

Missed filings compound. A late 10-K can jeopardize shelf registration eligibility and Rule 144 availability for your shareholders, and it is visible to everyone who looks.

This is Inside Securities Law. I'm Frederick M. Lehrer. General information, not legal advice.