SEC Form 11-K

SEC Form 11-K is the annual report that publicly traded companies must file for employee stock purchase plans, 401(k) plans offering company stock, and similar savings plans when employee interests in those plans constitute registered securities. It is separate from the company's regular annual Form 10-K report. Even if a company files detailed annual reports covering its own operations, it still needs to file a Form 11-K for each qualifying employee benefit plan.

Think of it as the annual financial statement for the plan itself, not the company running it.

Who Must File and When

Public companies that offer employees the ability to invest in company stock through a registered plan are required to file Form 11-K. The filing deadline depends on whether the plan is subject to the Employee Retirement Income Security Act, known as the Employee Retirement Income Security Act.

Non-Employee Retirement Income Security Act plans must file within 90 days after the plan's fiscal year ends. Employee Retirement Income Security Act-covered plans have up to 180 days. Starting with annual reports filed on or after July 11, 2025, all Form 11-K filers must tag their financial data using Inline XBRL under the U.S. Generally Accepted Accounting Principles Employee Benefit Plan taxonomy. This requirement applies to both Employee Retirement Income Security Act and non-Employee Retirement Income Security Act plans.

What the Form Must Contain

Form 11-K requires a specific set of financial disclosures about the plan, not the sponsoring company. The form must include:

• Audited financial statements prepared under Regulation S-X Article 6A for the two most recent plan fiscal years
• A statement of net assets available for benefits as of year-end
• A statement of changes in net assets for the plan year
• Notes to the financial statements
• A schedule of assets held for investment and other supplemental schedules

The audit must be conducted by a Public Company Accounting Oversight Board-registered accounting firm and performed in accordance with Public Company Accounting Oversight Board standards. Plans subject to Employee Retirement Income Security Act are not permitted to use the limited scope audit exemption that Employee Retirement Income Security Act allows for some plan audits filed with the Department of Labor.

Why This Filing Exists Separately from the 10-K

The reasoning is straightforward: a benefit plan is a separate legal entity from the sponsoring company. Plan participants are entitled to know the financial condition of the plan, including whether its assets are sufficient to meet future obligations. The sponsoring company's 10-K tells you how the business is doing. The 11-K tells you how the retirement savings plan the business sponsors is doing.

Late or incomplete 11-K filings do not affect the sponsoring company's ability to use Form S-3 for its own capital markets activity, because the plan is a separate issuer under securities law.

Rule 15d-21 Allows Consolidated Filing in Some Cases

In limited circumstances, companies can file the Form 11-K information as part of the company's annual Form 10-K report rather than as a standalone filing. This is permitted under Exchange Act Rule 15d-21. When companies take this approach, the plan financial statements must be filed within 120 days after the end of the plan's fiscal year if the plan is not subject to Employee Retirement Income Security Act, or within 180 days for Employee Retirement Income Security Act plans.

Sources:

• https://www.sec.gov/files/form11-k.pdf
• https://www.dfinsolutions.com/knowledge-hub/thought-leadership/knowledge-resources/sec-form-11-k
• https://sensiba.com/resources/insights/11-k-filings-unveiled-understanding-this-essential-report/
• https://www.toppanmerrill.com/blog/form-11-k-inline-xbrl-compliance-key-requirements-and-timing/