analysis

How to Read a 10-K (and a Canadian Annual Report on SEDAR+)

Where to find a company's annual report on SEC EDGAR or SEDAR+, what each part of a 10-K contains, and the sections worth reading first: risk factors, MD&A and the notes.

A 10-K is the annual report that US public companies must file with the Securities and Exchange Commission. It contains the audited financial statements plus management’s own description of the business, its risks and its results, and you can read it free on the SEC’s EDGAR website. Canadian companies file the equivalent documents, annual financial statements, MD&A and an annual information form, on SEDAR+.

In short: the 10-K is the most complete public description a company gives of itself each year. It is organised into four parts and a fixed list of items set by the SEC. For most readers, the sections that matter most are Item 1 (Business), Item 1A (Risk Factors), Item 7 (Management’s Discussion and Analysis, or MD&A) and Item 8 (Financial Statements), including the notes. Unlike a glossy “annual report to shareholders,” the 10-K follows legal disclosure rules, and the company is liable for what it says.

Where to find it

United States: EDGAR

  1. Go to the SEC’s EDGAR company search at sec.gov and enter the company name or ticker.
  2. Filter the filing list by form type “10-K”.
  3. Open the main document. Since the SEC began phasing in Inline XBRL in 2019, 10-Ks have increasingly been filed with their numbers tagged so that software (and the SEC’s own viewer) can pull them out.

EDGAR’s full-text search lets you search the text of electronic filings since 2001, which is useful for finding every mention of a word like “going concern” or “material weakness.”

Deadlines. Under the SEC’s Form 10-K instructions, the report is due 60 days after the fiscal year-end for large accelerated filers (the biggest companies), 75 days for accelerated filers, and 90 days for everyone else. Quarterly results arrive on Form 10-Q, and major events in between on Form 8-K; see how earnings reports work.

Foreign companies listed in the US file different forms: many file an annual report on Form 20-F, and some large Canadian companies use Form 40-F under the Canada-US multijurisdictional disclosure system, which largely wraps their Canadian documents.

Canada: SEDAR+

Canadian reporting issuers file on SEDAR+, the national filing system that replaced the original SEDAR on July 25, 2023. Search by company name and filter by document type. Under National Instrument 51-102, the main annual documents are:

DocumentWhat it isDeadline
Annual financial statementsAudited statements under IFRS90 days after year-end (non-venture issuers), 120 days (venture issuers)
Annual MD&AManagement’s discussion of results, liquidity and risksSame as the financial statements
Annual information form (AIF)A narrative document closest in spirit to the non-financial parts of a 10-KRequired for non-venture issuers, due within 90 days of year-end
Management information circularSent before the annual meeting; covers executive pay, board nominees and voting mattersBefore the meeting

The AIF, prepared under Form 51-102F2, covers the company’s corporate structure, how the business has developed over the last three years, a description of the business and its segments, risk factors, dividends, capital structure, the market for its securities, and its directors and officers. Venture issuers (generally smaller companies, such as those on the TSX Venture Exchange) are not required to file an AIF, though some do.

The structure of a 10-K

The SEC’s Form 10-K sets out the items. Here they are, with what each means in plain English.

Part I: the business

ItemTitleWhat to look for
1BusinessWhat the company sells, to whom, how it competes, its segments, employees, and regulation
1ARisk FactorsManagement’s list of what could materially hurt the business or the stock
1BUnresolved Staff CommentsOpen disagreements with SEC staff about prior filings (for larger filers)
1CCybersecurityHow the company manages cybersecurity risk and who oversees it
2PropertiesMain facilities, owned or leased
3Legal ProceedingsSignificant lawsuits and regulatory actions
4Mine Safety DisclosuresRelevant mainly to mining companies

Part II: the numbers

ItemTitleWhat to look for
5Market for Common EquityWhere the stock trades, holders, dividends, and share repurchases in the last quarter
6[Reserved]Formerly “Selected Financial Data,” now removed
7MD&AManagement’s explanation of results, trends, liquidity, capital resources, and critical accounting estimates
7AMarket RiskExposure to interest rates, currencies and commodity prices
8Financial StatementsIncome statement, balance sheet, cash flows, shareholders’ equity, notes, and the auditor’s report
9Changes in and Disagreements with AccountantsA change of auditor, and any disputes
9AControls and ProceduresManagement’s assessment of internal control over financial reporting
9BOther InformationItems that would otherwise have gone on an 8-K, among other things
9CForeign Jurisdictions that Prevent InspectionsRelevant to some companies with auditors in certain countries

Parts III and IV: governance and exhibits

Part III (Items 10 to 14) covers directors and officers, executive compensation, share ownership, related-party transactions, and auditor fees. Most companies incorporate this by reference from their proxy statement, which the form allows if the proxy is filed within 120 days of year-end. So if Part III looks empty, look for the company’s DEF 14A proxy filing. Apple’s fiscal 2025 10-K, for example, says the Part III information will be in its 2026 proxy statement, which EDGAR shows was filed on January 8, 2026.

Part IV (Items 15 and 16) lists the exhibits: material contracts, subsidiaries, and the certifications in which the CEO and CFO personally attest to the accuracy of the report.

A worked example: navigating Apple’s fiscal 2025 10-K

Apple’s 10-K for the fiscal year ended September 27, 2025, filed October 31, 2025, is a good practice document because it is short for a company its size. Its table of contents shows Item 1A starting on page 5 and running to page 17, Item 7 (MD&A) on pages 21 to 27, and Item 8 starting on page 28. Here is a practical reading order for a first pass of about an hour:

  1. Item 1, Business (pages 1 to 5). Learn the segments and product categories so the numbers make sense.
  2. Item 7, MD&A. Apple’s MD&A breaks net sales down by category: for fiscal 2025, iPhone $209,586 million, Services $109,158 million, Wearables, Home and Accessories $35,686 million, Mac $33,708 million and iPad $28,023 million. It also explains why gross margins and the tax rate moved.
  3. Item 8, the three main statements. Use our guides to the income statement, the balance sheet and the cash flow statement.
  4. The notes. For Apple, Note 7 on income taxes explains the European Union State Aid decision that drove a one-time charge in fiscal 2024. The commitments note discloses $13,308 million of unconditional purchase obligations that do not appear as balance sheet liabilities.
  5. Item 1A, Risk Factors. Read the headings first, then the risks most specific to the business.

As always, this is about reading the document, not a judgement on whether the shares are a good or bad buy.

Reading the sections that matter

Risk factors: read for what is specific

Risk factor sections are long, and much of the text is boilerplate written by lawyers to cover every possibility. The useful parts are the risks specific to this company: dependence on one customer, supplier, or country; a pending regulatory decision; a large debt maturity. Compare this year’s list with last year’s. New risk factors, or wording that has become more urgent, often say more than the list itself.

MD&A: management’s own explanation

The MD&A is where management explains, in words, why the numbers moved. Look for:

  • Drivers of revenue and margin changes, usually split by segment.
  • Liquidity and capital resources: how the company funds itself, its debt, and its planned spending.
  • Critical accounting estimates: the judgement calls (such as revenue recognition, impairments, tax positions) that could change reported results the most.
  • Known trends and uncertainties management expects to affect future results.

The auditor’s report and controls

At the start of Item 8, the independent auditor gives its opinion. Most say the statements “present fairly, in all material respects.” Warning signs include a qualified opinion, an explanatory paragraph about substantial doubt about the company’s ability to continue as a going concern, or, in Item 9A, a material weakness in internal controls. The auditor’s report for many companies also lists critical audit matters: the areas the auditor found most challenging or subjective. They tell you where the accounting judgement is hardest.

The notes: where the detail lives

The notes explain accounting policies and break down nearly every line in the statements: revenue by segment and region, debt maturities, leases, taxes, share-based pay, legal contingencies and commitments. Many surprises live in the notes rather than on the face of the statements.

What can go wrong

Reading only the glossy annual report

Many companies publish a designed “annual report to shareholders” with photos and a letter from the CEO. It may wrap the 10-K or summarise it. The 10-K is the legally required document; when they differ in tone, trust the filing.

Mistaking boilerplate for analysis

A company that lists 40 risk factors has not told you which three matter. You have to judge that, using the business description and the numbers.

Missing amendments and later filings

A 10-K can be corrected by a 10-K/A. And events after the year-end appear in 8-Ks and the next 10-Q. A 10-K is a snapshot as of its filing date.

Comparing US and Canadian filings without adjusting

US filers use US GAAP; Canadian filers use IFRS. The structure differs too: the AIF carries much of the business and risk content that a 10-K holds in Items 1 and 1A, while the MD&A is a separate document. Read the set together.

Forgetting the stock price is not in it

A 10-K tells you about the business. It does not tell you what the stock is worth at today’s price. That takes a separate step, covered in how to value a stock.

The short version

The 10-K is a company’s annual, legally required self-portrait, free on EDGAR. Start with the business description, read the MD&A for management’s explanation, work through the financial statements and notes, then read risk factors for what is specific. In Canada, the same information is spread across the annual financial statements, MD&A and AIF on SEDAR+. An hour with these documents tells you more about a company than most of what is written about it.

Related: How Earnings Reports Work · How to Read an Income Statement · How Stock Markets Are Regulated · How to Value a Stock

#10-K#SEC filings#EDGAR#SEDAR+#annual information form#MD&A