The 10-K is a company's audited annual report; the 10-Q is its unaudited quarterly report, filed for the first three fiscal quarters. The 10-K is longer and complete, while the 10-Q focuses on what changed. Deadlines depend on the company's filer status, from 60 to 90 days for the 10-K and 40 to 45 days for the 10-Q.
The short answer
Both reports are required by the Securities Exchange Act of 1934 and filed on EDGAR. Together they form the backbone of periodic reporting for US public companies, while the Form 8-K covers material events in between. A company files three 10-Qs and one 10-K per fiscal year. There is no fourth-quarter 10-Q: Q4 results are included in the annual 10-K.
| 10-K | 10-Q | |
|---|---|---|
| Frequency | Once per fiscal year | Three times per fiscal year (Q1-Q3) |
| Financial statements | Audited, full | Unaudited (reviewed), condensed |
| Business description | Full (Item 1) | Not required |
| Risk factors | Full list (Item 1A) | Material changes only |
| MD&A | Full year, compared with prior years | Quarter and year-to-date vs. prior year |
| Typical length | Often 100+ pages | Usually much shorter |
Filing deadlines by filer status
Deadlines depend on the company's filer category, which is based mainly on its public float (the market value of shares held by non-affiliates), measured as of the last business day of its most recently completed second fiscal quarter, plus other conditions such as reporting history.
| Filer status | Public float (general rule) | 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 less than $700 million | 75 days | 40 days |
| Non-accelerated filer | Less than $75 million | 90 days | 45 days |
Filer status has other conditions too. For example, some smaller reporting companies with annual revenue below $100 million are excluded from accelerated filer status even when their float is above $75 million. If a company cannot file on time, it may file a Form 12b-25 (NT 10-K or NT 10-Q), which grants an extension of 15 calendar days for a 10-K or 5 calendar days for a 10-Q. A late-filing notice is itself worth reading: the stated reason can range from administrative delays to accounting problems.
Example
ACME Corp has a December 31 fiscal year-end and a public float of $2 billion, making it a large accelerated filer. Its 10-K is due around the beginning of March (60 days after December 31) and its first-quarter 10-Q around May 10 (40 days after March 31). A small company with a $50 million float and the same calendar would have until about the end of March for its 10-K and mid-May for its Q1 10-Q.
What to look at in a 10-K
The 10-K is the reference document for understanding a business. On first read, prioritize:
- Item 1, Business. How the company makes money, segments, customers, competition, regulation, employees.
- Item 1A, Risk Factors. Long and partly boilerplate, but compare it with the prior year: new or reordered risks are informative.
- Item 1C, Cybersecurity. Required in recent years; describes risk management and governance of cybersecurity.
- Item 3, Legal Proceedings. Material litigation.
- Item 7, MD&A. The year's drivers, liquidity, capital resources, critical accounting estimates.
- Item 8, Financial Statements. Audited statements, notes and the auditor's report. Read the auditor's report for critical audit matters and any going-concern paragraph.
- Item 9A, Controls and Procedures. A material weakness in internal control over financial reporting is a warning sign.
Executive compensation and governance details are often incorporated by reference from the proxy statement (DEF 14A), filed separately.
What to look at in a 10-Q
The 10-Q is about change. The essentials are MD&A, the year-to-date cash flow statement, changes in risk factors, legal proceedings, share repurchases and subsequent events. For a step-by-step routine, see how to read a 10-Q in 15 minutes.
How to use both together
The most effective approach is to read the 10-K once carefully, to build a model of the business, and then read each 10-Q as an update to that model:
- From the 10-K, note the key drivers, the main risks, debt maturities and accounting policies that matter (revenue recognition, capitalized costs).
- With each 10-Q, check whether those drivers moved, whether new risks appeared, and whether cash flow confirms reported earnings.
- Use multi-year history from successive 10-Ks to see trends in margins, returns on capital and share count that a single filing cannot show.
- If you value the business, plug these inputs into a DCF, or run a reverse DCF to see what the current price already assumes.
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Common misconceptions
- "The 10-Q is just a smaller 10-K." It is lighter, but it also reflects different assurance: the numbers are not audited.
- "The earnings release replaces the filing." The release is a summary chosen by management. The 10-K and 10-Q are the complete, legally required disclosures.
- "Fiscal year equals calendar year." Many companies use a different fiscal year-end, so deadlines must be computed from their own period-end dates.
FAQ
Why is there no Q4 10-Q?
The fourth quarter is covered by the annual 10-K, which includes the full fiscal year. Some companies disclose fourth-quarter figures separately in their earnings release or in the 10-K notes, but no separate 10-Q is filed.
What is a 10-K405 or 10-KT?
A 10-KT is a transition report filed when a company changes its fiscal year-end. The 10-K405 was a variant used in the past for a disclosure checkbox and is no longer used.
Do foreign companies file 10-Ks?
Foreign private issuers usually file an annual report on Form 20-F (or Form 40-F for certain Canadian issuers) and are not required to file 10-Qs. Some foreign companies choose to file 10-Ks and 10-Qs voluntarily or because they no longer qualify as foreign private issuers.
This guide is for information only and is not investment advice. Investing involves a risk of capital loss.