Form 10-K vs 10-Q: annual and quarterly reports explained
The difference between a 10-K and a 10-Q: what each report contains, filing deadlines by company size, audited vs reviewed financials, and which sections to read first.
Key takeaways
- A 10-K is a company's annual report with audited financial statements, while a 10-Q is a quarterly report with unaudited financial statements reviewed by the auditor.
- Companies file three 10-Qs a year, for the first three fiscal quarters; the fourth quarter is covered by the 10-K.
- Large accelerated filers must file the 10-K within 60 days of fiscal year end and the 10-Q within 40 days of quarter end; non-accelerated filers get 90 and 45 days.
- The most useful sections in both reports are Management's Discussion and Analysis (MD&A), risk factors and the notes to the financial statements.
- A company that cannot meet the deadline files Form 12b-25 (NT 10-K or NT 10-Q) for an automatic extension of 15 or 5 calendar days.
The main difference between a 10-K and a 10-Q is scope: the 10-K is a company's comprehensive annual report with audited financial statements, while the 10-Q is a shorter quarterly update with unaudited financial statements that the auditor has reviewed. A U.S. public company files one 10-K and three 10-Qs each fiscal year. Both are required under the Securities Exchange Act of 1934, and both contain Management's Discussion and Analysis (MD&A), the narrative where management explains the results.
What is a Form 10-K?
A Form 10-K is the annual report a public company files with the SEC after its fiscal year ends. It includes a description of the business, risk factors, legal proceedings, MD&A, audited financial statements, the auditor's report and information on internal controls. It is more detailed than the glossy "annual report to shareholders" that some companies mail out, and it is the single most complete source of information on a company.
What is a Form 10-Q?
A Form 10-Q is the quarterly report a public company files for each of the first three quarters of its fiscal year. It contains condensed financial statements for the quarter and year to date, MD&A, market risk disclosures, controls and procedures, and updates on legal proceedings, risk factors and share repurchases. There is no 10-Q for the fourth quarter; those results are folded into the 10-K.
10-K vs 10-Q at a glance
| Form 10-K | Form 10-Q | |
|---|---|---|
| Frequency | Once a year | Three times a year (Q1, Q2, Q3) |
| Financial statements | Audited | Unaudited, reviewed by the auditor |
| Business description | Full (Item 1) | Not required |
| Risk factors | Full list (Item 1A) | Material changes since the 10-K |
| Auditor's opinion on internal control | Required for accelerated and large accelerated filers | Not required |
| Executive pay and governance | Part III, often incorporated from the proxy | Not included |
| Typical length | 80 to 300+ pages | 30 to 80 pages |
When are the 10-K and 10-Q due?
Deadlines depend on the company's filer status, which is based mainly on public float (the market value of shares held by non-affiliates) measured at the end of the second fiscal quarter.
| Filer status | Public float | 10-K deadline | 10-Q deadline |
|---|---|---|---|
| Large accelerated filer | $700 million or more | 60 days after fiscal year end | 40 days after quarter end |
| Accelerated filer | $75 million to under $700 million | 75 days | 40 days |
| Non-accelerated filer | Under $75 million (or a qualifying smaller reporting company with low revenue) | 90 days | 45 days |
Since 2020, smaller reporting companies with annual revenue under $100 million are generally not treated as accelerated filers even if their float is above $75 million, which means they get the longer deadlines and skip the auditor attestation on internal control.
What if a company misses the deadline?
A company that cannot file on time submits Form 12b-25, which shows on EDGAR as NT 10-K or NT 10-Q. It grants an automatic extension of 15 calendar days for a 10-K and 5 calendar days for a 10-Q, as long as the company files within that window. The NT filing must explain the reason. "Additional time needed to complete the audit" can be routine; references to an internal investigation, a restatement or an auditor change are more concerning. Missing deadlines entirely can trigger exchange deficiency notices and loss of S-3 eligibility.
What is inside a 10-K?
The 10-K is organized into four parts and numbered items. The ones investors use most:
- Item 1, Business: products, segments, customers, competition, regulation and employees.
- Item 1A, Risk Factors: the company's own list of what could go wrong. Compare year over year; new risk factors are often the most informative part.
- Item 1C, Cybersecurity: risk management and governance of cybersecurity, required since fiscal years ending on or after December 15, 2023.
- Item 3, Legal Proceedings: material lawsuits and regulatory actions.
- Item 5, Market for Common Equity: share repurchases and where the stock trades.
- Item 7, MD&A: management's explanation of revenue, margins, liquidity, capital resources and critical accounting estimates.
- Item 7A, Market Risk: exposure to interest rates, currencies and commodities.
- Item 8, Financial Statements: the audited income statement, balance sheet, cash flow statement, equity statement and notes, plus the auditor's report.
- Item 9A, Controls and Procedures: management's assessment of internal control over financial reporting, including any material weakness.
- Items 10 to 14 (Part III): directors, executive compensation, ownership and auditor fees. Companies usually incorporate these by reference from the proxy statement, which must then be filed within 120 days of fiscal year end.
- Item 15, Exhibits: material contracts, subsidiaries list, and the Sarbanes-Oxley Section 302 and 906 certifications signed by the CEO and CFO.
What is inside a 10-Q?
The 10-Q has two parts:
- Part I, Financial Information: Item 1 (condensed financial statements), Item 2 (MD&A), Item 3 (market risk) and Item 4 (controls and procedures).
- Part II, Other Information: Item 1 (legal proceedings), Item 1A (material changes to risk factors), Item 2 (unregistered sales of equity and share repurchases), Item 3 (defaults on senior securities), Item 4 (mine safety), Item 5 (other information, including director and officer adoption or termination of Rule 10b5-1 trading plans) and Item 6 (exhibits).
Because the 10-Q is shorter, changes stand out. A new risk factor or a new note about debt covenants in a 10-Q is a deliberate addition.
Which sections should you read first?
For a quick but useful read of either report:
- MD&A results and liquidity sections. Look for the drivers behind revenue and margin changes and for how long cash lasts.
- The cash flow statement. Operating cash flow versus net income shows earnings quality.
- Notes on debt, commitments and subsequent events. Maturities, covenants and post-quarter financings are often here.
- Share count on the cover page. Comparing it quarter to quarter is the fastest way to spot dilution.
- Going concern language. Management must evaluate whether there is substantial doubt about the company's ability to continue for one year after the financial statements are issued.
- Item 9A or 10-Q Part I Item 4. A disclosed material weakness means the company's controls failed in a way that could allow a material misstatement.
Worked example: Acme Corp's annual and quarterly cycle
Acme Corp (ticker ACME) has a December 31 fiscal year end and is an accelerated filer with a public float of $300 million.
- Q1 ends March 31. The 10-Q is due within 40 days, by about May 10.
- Q2 ends June 30. The 10-Q is due by about August 9. Acme also measures its public float on June 30, which sets its filer status for the next 10-K.
- Q3 ends September 30. The 10-Q is due by about November 9.
- Fiscal year ends December 31. The 10-K is due within 75 days, around March 16 (exact dates shift when a deadline falls on a weekend or holiday).
In its Q3 10-Q, Acme adds a new risk factor about a customer that accounts for 28% of revenue and discloses in the liquidity section that its credit facility matures in 14 months. In the 10-K, the auditor's report does not include a going concern paragraph, but the debt note shows the company is negotiating an extension. The 10-Q flagged the issue two quarters before it showed up anywhere else.
How earnings releases relate to 10-Ks and 10-Qs
Most companies publish an earnings press release, furnished on an 8-K under Item 2.02, before the 10-Q or 10-K is filed. The press release often highlights non-GAAP metrics; the 10-Q and 10-K contain the full GAAP statements, notes and risk disclosures. Gaps between the two, such as a revised number or a new subsequent event, are worth noticing. See how to read an earnings report and how to read SEC filings.
How to track 10-K and 10-Q filings on Quantisnow
- 10-K filings and 10-Q filings stream new annual and quarterly reports as they reach EDGAR.
- The financials feed and earnings category cover results announcements around the filings.
- The earnings calendar and company subpages like /earnings/AAPL help you anticipate when a report is due.
FAQ
What is the difference between a 10-K and a 10-Q?
A 10-K is the annual report with audited financial statements and a full description of the business and risks. A 10-Q is a quarterly report with unaudited, auditor-reviewed financial statements, filed for the first three quarters of the fiscal year.
When is a 10-K due?
A 10-K is due 60 days after fiscal year end for large accelerated filers, 75 days for accelerated filers and 90 days for non-accelerated filers. Filer status depends mainly on public float.
When is a 10-Q due?
A 10-Q is due 40 days after quarter end for large accelerated and accelerated filers and 45 days after quarter end for all other filers.
Why is there no 10-Q for the fourth quarter?
The fourth quarter is covered by the annual 10-K, which reports full-year audited results. Some companies break out fourth-quarter figures in their earnings release, but there is no separate Q4 10-Q.
Are 10-Q financial statements audited?
No. 10-Q financial statements are unaudited, but an independent auditor performs a review, which is more limited than an audit. Only the annual financial statements in the 10-K are audited.
What does NT 10-K mean?
NT 10-K is a notification of late filing on Form 12b-25. It gives a company an automatic 15-calendar-day extension to file its 10-K, or 5 calendar days for a 10-Q (NT 10-Q), and must explain why the report is late.