| name | form-10k |
| title | Form 10-K Annual Report |
| description | Drafts SEC Form 10-K Annual Reports under the Securities Exchange Act of 1934. Structures all four Parts with Regulation S-K compliance and GAAP financial integration. Use when drafting 10-K filings, annual reports, or public company annual SEC disclosures. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/form-10k |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | capital-markets |
| language | en |
| tags | ["corporate","drafting","memo","regulatory"] |
Form 10-K Annual Report
Draft a complete Form 10-K pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, compliant with Regulation S-K and GAAP.
Gather Before Drafting
- Prior SEC filings — most recent 10-K, 10-Qs, 8-Ks, SEC comment letters
- Audited financials — balance sheets (2 yr), income/cash flow/equity statements (3 yr), auditor's report
- Company records — charter, bylaws, material contracts, board minutes
- Compensation data — equity awards, employment agreements, benefit plans
- Risk/compliance — ERM assessments, audit committee reports, litigation files
- Stock/ownership — transfer records, Schedule 13D/13G, Section 16 reports
Cover Page
Include: registrant legal name, fiscal year end, Commission File Number, state of incorporation, EIN, principal office address, filer status (LAF/AF/NAF/SRC/EGC from public float + revenue), shell company status, aggregate market value of non-affiliate equity (closing price, last business day of most recent Q2).
Part I — Business & Risk
Item 1 — Business. Draft in order: corporate history → products/services by segment (revenue %) → market size and share → competitive landscape (name competitors) → strategy → supply chain (sole-source dependencies) → IP portfolio → seasonality → customer concentration (≥10% of revenue) → regulatory environment → human capital (headcount, unions, CBAs).
Item 1A — Risk Factors. Organize by category (business/industry, technology/cyber, financial, legal/regulatory, key personnel, IP, capital/securities), most significant first within each. Each risk: specific heading → circumstances → exposure → triggers → quantified consequences. Flag new, escalated, diminished, or removed risks vs. prior year.
Item 1B — Unresolved Staff Comments. Disclose SEC comments issued ≥180 days before FYE still unresolved (substance, position, resolution steps). If none, state affirmatively.
Item 2 — Properties. Each material property: location, use, size, owned vs. leased, lease terms, encumbrances, capacity utilization, expansion plans.
Item 3 — Legal Proceedings. Each material proceeding (not routine): court, parties, claims, relief sought, company position, estimated loss/range, insurance, status. Environmental: disclose if sanctions could exceed lesser of $1M or 1% of current assets.
Item 4 — Mine Safety. Per Dodd-Frank §1503(a) if applicable; otherwise "Not applicable."
Part II — Financial Performance
Item 5 — Market/Equity/Dividends. Exchange, ticker, quarterly price table (2 yr), holders of record, dividend history, Q4 repurchase table (monthly: shares, avg price, remaining authorization).
