What is a 10-Q filing?

A 10-Q is the SEC's required quarterly financial report for public companies, covering the first three quarters of the fiscal year. It contains unaudited financials, MD&A, and updates to risk factors and legal proceedings.

The short answer

Public companies file a 10-Q for each of the first three fiscal quarters: Q1, Q2, and Q3. There is no 10-Q for Q4 because Q4 is covered by the annual 10-K, which includes audited full-year financials. The 10-Q is unaudited, meaning the company's independent auditor reviews the numbers but does not formally audit them to the same standard as the 10-K.

Every 10-Q is public the moment it's accepted by the SEC. Earnings releases come first and move markets immediately; the 10-Q filing typically follows a few days later and contains everything the press release didn't, including the balance sheet, cash flow statement, and all the footnotes.

Who files a 10-Q and when

Every company that has securities registered under the Securities Exchange Act of 1934 must file a 10-Q. The deadline depends on the company's size:

Large accelerated filers (public float of $700 million or more): 40 days after the end of the fiscal quarter.
Accelerated filers (public float of $75 million to $700 million): 40 days after the end of the fiscal quarter.
Non-accelerated filers (public float below $75 million): 45 days after the end of the fiscal quarter.

For a calendar-year company with Q1 ending March 31, the 10-Q is due May 10 (large filer) or May 15 (smaller filer). Late filings require a Form NT 10-Q (notice of late filing). A pattern of late 10-Q filings is a meaningful governance warning sign.

Foreign private issuers use Form 20-F annually and Form 6-K for interim reporting rather than 10-Q.

What's in a 10-Q

The form is divided into two parts:

Part I: Financial Information

Item 1: Financial Statements. The core of the document. Includes:

Condensed balance sheet — assets, liabilities, and equity as of the quarter end, compared to the prior fiscal year end.
Condensed income statement — revenue, expenses, and net income for the quarter and year-to-date, compared to the same periods in the prior year.
Condensed cash flow statement — operating, investing, and financing activities, year-to-date.
Condensed statement of stockholders' equity — share count changes, dividends, and retained earnings.
Notes to financial statements — segment reporting, debt covenants, stock compensation expense, legal contingencies, recent acquisitions, and dozens of other disclosures that don't fit neatly in the tables.

The word "condensed" throughout is meaningful. The quarterly financials are less detailed than the annual 10-K, but they follow the same GAAP or IFRS framework.

Item 2: Management's Discussion and Analysis (MD&A). This is the section analysts spend the most time with. Management explains the results: what drove revenue growth or decline, what changed in margins, why cash flow moved. They're required to discuss any known trends, demands, or uncertainties that are likely to materially affect future performance. Strong MD&A writing explains causality; weak MD&A restates the numbers without explanation.

Item 3: Quantitative and Qualitative Disclosures About Market Risk. How the company is exposed to interest rate, currency, commodity, and equity risk, and how those exposures changed during the quarter.

Item 4: Controls and Procedures. The CEO and CFO certify (under Sarbanes-Oxley Section 302) that they've evaluated the company's disclosure controls and that those controls are effective. Any material weaknesses or significant deficiencies in internal controls must be disclosed here. This is a section researchers underweight: a company quietly disclosing a material weakness in internal controls over financial reporting is often a forward-looking risk indicator.

Part II: Other Information

Item 1: Legal Proceedings. Any material legal proceedings initiated, resolved, or updated during the quarter.

Item 1A: Risk Factors. For Q1 only (and when material changes occur), companies update their risk factor section. Major changes here — new risks added, risks elevated in priority — can signal shifts in business or regulatory environment.

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds. Includes any share repurchase activity during the quarter, reported month-by-month. This is a frequently overlooked data source for buyback tracking.

Item 5: Other Information. Catch-all for material information not covered elsewhere, often used for trading plan disclosures or executive departures that didn't rise to 8-K level.

Item 6: Exhibits. Certification statements (SOX 302 and 906) and any material agreements entered during the quarter.

Why the 10-Q matters beyond earnings

The press release gets the headlines. The 10-Q contains the details:

Segment breakdowns. A company might report strong consolidated revenue but a weakening in a key segment that only appears in the Notes.
Deferred revenue trends. SaaS and subscription businesses disclose deferred revenue in the balance sheet footnotes. Rising deferred revenue is a leading indicator for future recognized revenue.
Share repurchase detail. Item 2 of Part II breaks out buyback activity by month, including average price paid per share. This is more granular than the earnings press release.
Covenant disclosures. Companies approaching debt covenants must disclose the risk. This often appears in the debt footnotes before it becomes a headline.
Related-party transactions. Any deals between the company and insiders, affiliates, or major shareholders must be disclosed in the Notes. These occasionally reveal conflicts of interest or unfavorable terms.

How to get 10-Q filings programmatically

The SEC publishes 10-Q filings to EDGAR under form type "10-Q" (and "10-Q/A" for amendments). EdgarKit normalizes the structured data from each filing, including parsed financial tables and key metadata.

curl "https://api.edgarkit.com/v1/filings?form_type=10-Q&ticker=MSFT&limit=8" \
  -H "Authorization: Bearer YOUR_API_KEY"

Returns the eight most recent 10-Q filings for Microsoft, with filing date, period of report, and document links. Pair with the /v1/financials endpoint to pull the condensed income statement data in structured JSON format.

FAQ

Is a 10-Q audited?

No. The quarterly financials are reviewed (not audited) by the company's independent public accountant. The review is substantially less rigorous than a full audit. The annual 10-K contains audited financials; the 10-Q does not.

Why is there no 10-Q for Q4?

Q4 results are incorporated into the annual 10-K, which contains audited full-year financials. Filing a separate Q4 10-Q would be redundant. The 10-K is due 60-90 days after fiscal year end (depending on filer category) and supersedes the need for a Q4-only document.

What is the difference between a 10-Q and an 8-K?

A 10-Q is a scheduled periodic report covering the full quarter. An 8-K is a current report filed within four business days of a material event: earnings releases, executive departures, M&A agreements, credit facility changes, and dozens of other triggers. A company might file an 8-K with its earnings press release and then file the 10-Q with the full financial detail a few days later.

How late can a 10-Q be?

A company can request a 15-day extension by filing Form NT 10-Q before the original deadline. Beyond that, the filing is delinquent. Delinquent filings can trigger stock exchange notifications and, if chronic, SEC enforcement or delisting proceedings.

On the face of the condensed income statement, typically the last line before the notes section. Both basic and diluted EPS are required. The EPS calculation (weighted average shares used) is usually explained in a footnote.