Stage 2: Lead the enterprise · Module 14 of 15

Public-company reporting, the SEC and disclosure

Learn the public-company reporting calendar, how disclosure controls and fair-disclosure rules work, and what changes personally for an executive who becomes an insider.

How this module works: read the lesson, try the scenario, reflect, then do the activity.

3 lessons · sign in to track progress

The lesson

Part 1

The reporting calendar: 10-K, 10-Q, 8-K and the proxy

US public companies report to the Securities and Exchange Commission (SEC) on a fixed calendar. Deadlines depend on the company's filer status.

Form 10-K (annual, audited): due 60, 75 or 90 days after year end for large accelerated, accelerated and non-accelerated filers.
Form 10-Q (first three quarters, reviewed by the auditor): due 40 days after quarter end for larger filers and 45 days for others.
Form 8-K reports significant events — such as a material agreement, an acquisition, a leadership change or a results release — generally within four business days.
The proxy statement for the annual meeting covers director elections, executive pay — including an advisory say-on-pay vote at least every three years — and shareholder proposals.

Takeaway. The calendar is fixed. Build your close and review process backward from it.

Part 2

Disclosure controls, Regulation FD and forward-looking statements

What the company says publicly — in filings, earnings calls, press releases and even social media — must be accurate, complete and shared fairly.

Disclosure controls: a disclosure committee reviews filings and releases so material information reaches the CEO and CFO in time to report it.
Regulation FD: material nonpublic information must not be shared selectively with analysts or investors — release it broadly, for example by press release, 8-K or open webcast.
Forward-looking statements such as guidance can have safe-harbour protection when paired with meaningful cautionary language — but not when they are known to be false.
Antifraud rules (such as Rule 10b-5) apply to anything the company says, not only filings. Information is material if a reasonable investor would consider it important.

Takeaway. Say it once, say it to everyone, and make sure it's true.

Part 3

Insider trading, Section 16 and clawbacks

As a senior executive you become an insider. Your own trades and your incentive pay are now subject to public-company rules.

Never trade on material nonpublic information. Most companies use trading windows and pre-clearance; Rule 10b5-1 plans let insiders trade on a preset schedule after a cooling-off period (for directors and officers, generally at least 90 days).
Directors and officers report their trades on Form 4, generally within two business days (Section 16), and profits from buying and selling within six months must be paid back to the company.
Listed companies must have a clawback policy that recovers incentive pay awarded on financial results later restated — whether or not anyone was at fault.
Executive pay is disclosed in detail every year, so expect your package to be public and debated.

Takeaway. Once you are an insider, your personal trades are public business.

Which best describes you?

This only changes which examples and suggested modules you see — every lesson stays open to everyone. Your choice is kept on this device.

Illustrative scenario · Promoted inside an organization

The analyst dinner

The new CEO of a listed company is at a dinner where an analyst asks, casually, whether the quarter is tracking to guidance.

Think it through: What can you say — and what should happen if something material slips out?

A composite example for learning — not a real case, client or result.

Reflect

Who decides whether something is material in your company — and how quickly does information reach them?

Jot your answer somewhere private, or talk it through with Monet below.

Activity: Build a disclosure calendar

Write your fiscal year's 10-K, 10-Q, earnings and annual-meeting dates (or, if private, your lender and investor reporting dates).
Work backward to set close, review, audit committee and disclosure committee dates.
Mark the trading blackout windows around each one.
List who must review every external statement before it goes out.

Use it on screen in the Operator Toolkit (members):

Public-company disclosure checklist

Work through specifics with qualified professionals

Securities rules are detailed, change often and depend on filer status and exchange. Securities counsel and your auditors confirm deadlines and what must be disclosed. This is general education, not legal, accounting, securities or investment advice.

Ask Monet about this module

Tap a question to open Monet with it ready to edit. Educational guidance only — not tax, legal or investment advice.

Educational guidance, not personal advice. Outputs are illustrative, may contain errors, and should be independently verified before material decisions.