SEC Form 10-K405

What Was SEC Form 10-K405?

SEC Form 10-K405 was a form used by the Securities and Exchange Commission (SEC) prior to 2003. SEC Form 10-K405 was used to indicate that an officer or director of a company failed to file Form 4, or similar insider trading disclosure forms, on time. Failure to file these forms means that the officers of the company did not disclose their insider trading activities within the required time frame.

Understanding SEC Form 10-K405

SEC Form 10-K405 was eliminated after it was determined that the use of the form by companies was inconsistent and unreliable. The form is no longer accepted by the SEC's Electronic Data Gathering, Analysis and Retrieval (EDGAR) filing system. Instead, SEC Form 10-K is now used. Form 10-K is the annual filing required for publicly traded companies and includes key information, such as financials and management’s discussion of operations for the past year. 

The only difference between Form 10-K and Form 10-K405 is whether the Rule 405 box is checked or not. Checking the box means there were no late filings.

Guidelines for reporting insider trading activity are covered under Section 16 of the Securities Exchange Act (SEA) of 1934. Section 16 says that anyone who can be classified as an insider must file specific forms (e.g. Forms 3, 4, or 5) with the SEC that disclose their equity interests.

Special Considerations

The only difference between a 10-K and a 10-K405 was a box that the filer would either check or leave blank on page 1 of the 10-K. If that box was checked, the 10-K filing became a 10-K405. 

Here is the verbiage that was included with the checkbox on 10-Ks prior to 2003: 

"Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the 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."

Then, if that box beside this statement were checked, the filing would be a 10-K405. Beyond that, there was no material difference between a Form 10-K filing and a Form 10-K405 filing. The box was left unchecked if the filer believed there were no delinquencies.