What Is SEC Form 11-K?

SEC Form 11-K is a Securities and Exchanges Commission (SEC) form that publicly traded companies are required to file yearly. The form includes information about stock purchases made by employees, as well as any savings plans or similar plans that own interests in any securities that are registered under the Securities Act of 1933 such as employee stock ownership plans (ESOPs).

Key Takeaways

  • SEC Form 11-K records all insider or employee activity involving the buying and selling of a company's stock.
  • The form is used to report employee transactions as well as transactions involving employee stock purchase savings or retirement plans.
  • This form is required to be filed annually, even if the issuer of the securities offered to employees pursuant to the plan also files annual reports pursuant to Section 13(a) or 15(d) of the Exchange Act.

Understanding SEC Form 11-K

Form 11-K is also referred to as the Annual Report of Employee Stock Purchase, Savings, and Similar Plans Pursuant to Section 15(d) of the Securities Exchange Act of 1934. The Securities Exchange Act of 1934 authorized the creation of the Securities and Exchange Commission (SEC), the regulatory arm of the Security and Exchange Act (SEA), and set forth requirements for the markets and financial professionals in order to protect the investing public.

Publicly Traded Companies

As a result of this act, publicly traded companies are required to disclose relevant information about their business and corporate structure to the SEC. The information required in SEC filings is made available to ensure that investors—including company employees—have access to timely, accurate data regarding the issuing company's financials and their business model, and can use that information to determine how financially and structurally sound a company is. The information in Form 11-K also helps potential investors predict a company's future performance and decide if they are going to invest in that company.

Form 11-K requires companies to provide audited financial statements for the past two fiscal years, an audited statement of income, and changes in plan equity for each of the latest three fiscal years of the plan.

Form 11-K and Employers

When employers offer defined-contribution plans to their employees—for example, an employer's 401(k) employee savings plan with a company stock fund component—they act as the plan sponsor, giving their employees the option to contribute their own funds to the plan knowing that their money will be used to acquire securities. Companies are required to register all shares available through their defined-contribution plans on Form S-8, in addition to filing a Form 11-K annually.

The requirements for this annual reporting are detailed in the Securities and Exchange Act of 1934. The company creates a special annual report, Form 11-K, and submits it to the Securities and Exchange Commission (SEC) at the end of their fiscal financial year alongside Form 10-K. Form 10-K provides a summary of a company's performance for the year. (It is more detailed than the report that is sent to shareholders annually.)

Form 11-K is not required to be filed for stock option plans, restricted stock plans, or other long-term incentive plans.

Reporting Deadlines

The reporting for Form 11-K must be filed within 90 days after the end of the fiscal year of the plan, with the exception of plans that are subject to the Employee Retirement Income Security Act of 1974 (ERISA), which have a filing deadline of 180 days after the plan’s fiscal year-end.