EDGAR

EDGAR is the Securities and Exchange Commission's system for receiving and publishing filings. In the SEC's words, EDGAR, "the Electronic Data Gathering, Analysis, and Retrieval system, is the primary system for companies and others submitting documents under the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, and the Investment Company Act of 1940." Everything filed publicly through it can be read by anyone, free: the SEC states that "access to EDGAR's public database is free." The name is almost always used as the acronym; the expansion appears mainly in the SEC's own descriptions, and the agency holds EDGAR as a registered trademark.

What an individual investor reads there. Public companies file their annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K when a significant event occurs. Companies subject to the proxy rules file their proxy statements, which carry executive pay and the matters shareholders vote on. A company registering an offering files a registration statement with its prospectus, and in a merger paid partly in the buyer's shares the combined proxy statement and prospectus is filed on Form S-4. Funds file their prospectuses and shareholder reports, and the SEC's guide to EDGAR notes that mutual funds, ETFs and variable annuities each have their own search pages. Corporate insiders (officers, directors and holders of more than 10 percent of a registered class) report their holdings and trades, and anyone who acquires more than 5 percent of a class of a company's registered voting securities files a Schedule 13D, or a Schedule 13G if the stake is passive.

Why it is the primary source. A news story, an analyst note or a stock screener is a summary of what a company said. The filing is what the company said, signed and on the record, and for a filed report such as the 10-K, under liability for its accuracy. When a number in a summary matters to a decision, the cheapest check is to open the filing the number came from.

What it is not. EDGAR holds what is filed with the SEC. It is not where an investment adviser's registration and Form ADV brochure are looked up (that is the Investment Adviser Public Disclosure site, adviserinfo.sec.gov), and it is not where a broker's licenses and disciplinary record are kept (that is FINRA's BrokerCheck). A company that has never registered securities with the SEC, such as most private companies, may have nothing on EDGAR at all, and a filing being on EDGAR means it was filed, not that the SEC reviewed or approved what it says.

Finding a filing takes three steps on sec.gov.

1. Search by company name or ticker in the SEC's company search. For a mutual fund, ETF or variable annuity, use the dedicated fund or variable insurance product search instead.
2. Filter by form type. Results are listed in date order and labeled by form type, such as "10-K", "8-K" or "DEF 14A" for a definitive proxy statement. A suffix "/A" marks an amendment, so "10-K/A" corrects or adds to an earlier annual report.
3. Search inside the text when you do not know which filing holds what you need. The SEC's full-text search covers more than 20 years of filings and can be filtered by date, company, person, filing category and location.

For example: Marisol holds 300 shares of a company that has agreed to be bought for $42 in cash per share, and she wants to read the terms before the shareholder vote. She searches the company on EDGAR and filters for the merger proxy statement, filed under the form type "DEFM14A" (the "DEF" marks the definitive version, the "PRE" in "PREM14A" a preliminary one). The statement shows the deal terms she would receive, 300 times $42, or $12,600 before tax, and a section on appraisal rights under state law, which the SEC warns may be lost if the procedures are not followed precisely. The same filing, not a headline about the deal, is the document the shareholder vote is held on.

Pros

• Free and fast: filings are listed as they are submitted, with no subscription or account.
• It is the company's own signed disclosure, not someone's summary of it.
• Full-text search can find a phrase, a person or a risk across many years of filings at once.

Cons

• Filings are long and technical, and a 10-K or prospectus can run to hundreds of pages written for legal compliance rather than for a reader.
• EDGAR shows only what was filed. Private companies, most private funds and many alternative investments disclose little or nothing there.
• Being on EDGAR is not an endorsement. The SEC does not vouch for the accuracy or the merit of what a filing says.