Form 10-K405
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{{Unreferenced, date=September 2022 Form 10-K405 is an
SEC filing The SEC filing is a financial statement or other formal document submitted to the U.S. Securities and Exchange Commission (SEC). Public companies, certain insiders, and broker-dealers are required to make regular SEC filings. Investors and financi ...
to the US
Securities and Exchange Commission The U.S. Securities and Exchange Commission (SEC) is an independent agency of the United States federal government, created in the aftermath of the Wall Street Crash of 1929. The primary purpose of the SEC is to enforce the law against market ...
(SEC) that indicates that an officer or director of a public company failed to file a
Form 4 {{about, the SEC filing, the US ATF Form 4, Form 4 (ATF) Form 4 is a United States SEC filing that relates to insider trading. Every director, officer and owner of more than 10 percent of a class of a particular company's equity securities register ...
(or related
Form 3 Form 3 is an SEC filing filed with the US Securities and Exchange Commission The U.S. Securities and Exchange Commission (SEC) is an independent agency of the United States federal government, created in the aftermath of the Wall Street Cra ...
or
Form 5 Form 5 is an SEC filing submitted to the Securities and Exchange Commission on an annual basis by company officers, directors, or beneficial (10%) owners, which summarizes their insider trading Insider trading is the trading of a public compan ...
) on time, in violation of Section 16 - meaning that they did not disclose their
insider trading Insider trading is the trading of a public company's stock or other securities (such as bonds or stock options) based on material, nonpublic information about the company. In various countries, some kinds of trading based on insider information ...
activities within the required time period. Prior to 2003, 10-K forms submitted to the SEC contained the following qualifier:
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K Regulation S-K is a prescribed regulation under the US Securities Act of 1933 that lays out reporting requirements for various SEC filings used by public companies. Companies are also often called issuers (issuing or contemplating issuing shares) ...
is not contained herein, and will not be contained to the best of registrant's knowledge in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
If this box is checked on the form, the SEC asks that it be filed as a 10-K405. Otherwise the form is filed as a 10-K. Other than the checkbox, the SEC indicates there is no difference in substance between the two forms. For the years where electronic filing has been required, almost one-third of the filings are registered as a 10-K405. This classification was discontinued after 2002. According to the Branch of Public Reference at the SEC:
The requirement to designate a Form 10-K as a Form 10-K405 was eliminated after it was determined that the use of the designation by companies was inconsistent and therefore not reliable. The form type is no longer accepted by the EDGAR system.


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