10-K vs. 10-Q vs. 8-K: Differences and 2026 Filing Deadlines

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

A 10-K is the annual report, with audited financial statements and the full set of business, risk factor and MD&A disclosures. A 10-Q is the interim update for each of the first three fiscal quarters, with condensed financial statements that the auditor reviews but does not audit.

The 10-K sets the disclosure baseline for the year, and each 10-Q updates it. That is why interim notes can assume the reader has the latest 10-K and focus on what changed since (Regulation S-X Rule 10-01(a)(5)).

Smaller reporting companies may omit the risk factor section in both forms, and the market risk disclosures (10-K Item 7A, 10-Q Item 3).

What is a Form 10-Q?

Form 10-Q is the quarterly report a public company files with the SEC for each of its first three fiscal quarters. It contains condensed interim financial statements, MD&A for the quarter and year to date, and updates on legal proceedings, risk factors, share repurchases and controls.

The form has two parts:

• Part I, financial information. Item 1 financial statements, Item 2 MD&A, Item 3 market risk disclosures, and Item 4 controls and procedures.
• Part II, other information. Legal proceedings, risk factor changes, unregistered sales of equity and share repurchases, defaults on senior securities, mine safety, other information (including directors' and officers' Rule 10b5-1 trading arrangements), and exhibits.

Regulation S-X Rule 10-01 sets the periods: a balance sheet at quarter-end and at the prior fiscal year-end, income statements for the quarter and the year to date with the same periods of the prior year, a year-to-date cash flow statement with the prior-year period, and an analysis of changes in stockholders' equity for the quarter and year to date, with comparatives.

The interim financial statements are unaudited. Regulation S-X Rule 10-01(d) requires the independent accountant to review them before the 10-Q is filed, under PCAOB AS 4105. A review consists mainly of inquiry and analytical procedures, and the auditor expresses no opinion.

What is the 10-Q filing deadline?

A 10-Q is due 40 days after quarter-end for large accelerated and accelerated filers, and 45 days after quarter-end for non-accelerated filers. The fourth quarter has no 10-Q, because the 10-K covers it.

For a calendar-year company, the third-quarter 2026 10-Q is due Monday, November 9, 2026, for large accelerated and accelerated filers. Non-accelerated filers have until Monday, November 16, because day 45 falls on Saturday, November 14, and a deadline that lands on a weekend or federal holiday moves to the next business day (Exchange Act Rule 0-3).

What are the 2026 SEC filing deadlines by filer status?

10-K and 10-Q deadlines depend on filer status, and 8-K deadlines do not. The first table shows the rules. The second shows the 2026 calendar dates for a company with a December 31 fiscal year-end.

* The day count lands on a weekend, so the deadline moves to the next business day under Rule 0-3.

• Status is set once a year. At each fiscal year-end, a company determines its filer status using public float as of the last business day of its second fiscal quarter. That status governs the 10-K for that year and the 10-Qs for the next year. The large accelerated and accelerated categories also require 12 months of Exchange Act reporting and at least one annual report. A company leaving a category uses lower thresholds: public float under $560 million to drop below large accelerated, and under $60 million (or qualifying under the smaller reporting company revenue test) to become non-accelerated. See Rule 12b-2.
• Late filings. If a company files Form 12b-25 no later than one business day after the due date and represents that the delay could not be avoided without unreasonable effort or expense, it gets 15 more calendar days from the original due date for a 10-K and 5 for a 10-Q. A report filed inside that window is deemed timely. Form 12b-25 does not apply to 8-Ks.
• Proxy timing. Part III of the 10-K (directors, executive pay and ownership) can be incorporated by reference from the proxy statement if the proxy is filed within 120 days after fiscal year-end.

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

A 10-K is a scheduled annual report that covers the whole business. An 8-K is an unscheduled current report that discloses one specific event, such as a material agreement, an acquisition closing, an auditor change or a restatement, generally within four business days of the event.

The 8-K items that most often involve the accounting team:

• Item 1.01: entry into a material definitive agreement.
• Item 1.05: a material cybersecurity incident, due four business days after the company determines the incident is material.
• Item 2.01: completion of an acquisition or disposition of assets.
• Item 2.02: results of operations, which covers earnings releases.
• Item 2.06: a material impairment, when the company concludes a material charge is required under GAAP. No 8-K is needed if the conclusion is reached while preparing the next periodic report and that report discloses it and is filed on time.
• Item 4.01: a change in the company's independent auditor.
• Item 4.02: non-reliance on previously issued financial statements, the filing behind a "Big R" restatement.
• Item 5.02: departures and appointments of directors and certain officers, including the principal financial and accounting officers.
• Item 9.01: financial statements and exhibits. Financial statements of a significant acquired business can follow by amendment within 71 calendar days after the initial 8-K was due.

Most 8-K items are filed. Items 2.02 and 7.01 are furnished, which keeps them outside Exchange Act Section 18 liability unless the company states they are filed or incorporates them by reference into another filing. Furnished information is still subject to the antifraud rules, including Rule 10b-5.

Will the SEC replace the 10-Q with semiannual reporting?

As of October 2026, the 10-Q is still required for each of the first three fiscal quarters. The SEC proposed an optional semiannual report on a new Form 10-S on May 5, 2026 (Release 33-11414), and it has not adopted a final rule.

Under the proposal, a company could elect each year, with a check box on its 10-K cover, to file one Form 10-S covering the first six months of the fiscal year in place of three 10-Qs. The 10-S would be due 40 or 45 days after the half-year end, on the same filer-status split as the 10-Q. The comment period closed July 6, 2026. Deloitte's Heads Up on the proposal states the default plainly: "Companies that do not elect the option would continue to file quarterly reports." KPMG's summary covers the governance and investor-communication questions an election raises.

A second proposal, issued May 19, 2026 (Release 33-11419), would collapse filer status into two categories. It would raise the large accelerated filer threshold from $700 million to $2 billion of public float (with 60 months of reporting history), and fold accelerated filers and smaller reporting companies into the non-accelerated category. Non-accelerated filers would keep 90 days for the 10-K and 45 for the 10-Q. Those with total assets of $35 million or less at the end of each of their two most recent second fiscal quarters would get 120 and 50 days. The comment period closed July 20, 2026. PwC's In brief notes the effect on internal control audits: "NAFs would no longer be required to obtain an auditor attestation on ICFR." KPMG's analysis walks through who would change category.

Neither proposal changes the 2026 deadlines in the tables above. If the SEC adopts either rule, this page will be updated with the final effective dates.

What does a technical accounting team draft for a 10-K, 10-Q and 8-K?

Securities counsel usually drafts the 8-K narrative, and investor relations owns the earnings release. The technical accounting team owns the analysis and the footnotes underneath all three forms. Here is one acquisition followed through a filing cycle.

The facts. A calendar-year accelerated filer has $260 million of public float at June 30, 2026, annual revenue above $100 million, and about $300 million of aggregate worldwide market value of common equity, including affiliate holdings. It signs an agreement on Tuesday, October 6, 2026, to buy a private software company for $90 million in cash. The deal closes on Tuesday, December 15, 2026. The purchase price is about 30% of the company's aggregate worldwide market value, so the target is 30% significant under the investment test in Regulation S-X Rule 1-02(w).

Here is how the Q3 10-Q subsequent events note might read:

Note 14. Subsequent Events. On October 6, 2026, the Company entered into a definitive agreement to acquire [Target], a privately held software company, for approximately $90 million in cash, subject to customary purchase price adjustments and closing conditions. The Company expects to fund the purchase price with cash on hand and expects the acquisition to close in the fourth quarter of 2026. The Company will account for the acquisition as a business combination under ASC 805. Because the acquisition had not closed when these condensed consolidated financial statements were issued, the Company cannot yet estimate the fair values of the assets to be acquired and liabilities to be assumed.

The same deal shows up in four filings under three sets of rules: the 8-K items, Regulation S-X, and the Codification. Most of the drafting time goes to keeping the facts and numbers consistent across all four.

How does Gaapio help with 10-K and 10-Q reporting?

Gaapio is an AI-powered technical accounting platform built by CPAs. For the 10-K and 10-Q, it works through the disclosure checklist with the reasoning and the Codification reference attached to each conclusion, shows how comparable registrants presented the same disclosure in filed documents, and drafts footnote language cited to the FASB Codification. For an acquisition like the one above, the purchase accounting analysis and the ASC 805 note carry the same citations.

Gaapio works upstream of your filing and XBRL tagging tools, so keep them. See SEC reporting and disclosure software, or request a demo and bring a disclosure from your next 10-Q.

Frequently asked questions

References: SEC Forms 10-K, 10-Q and 8-K and their General Instructions; Exchange Act Rules 0-3, 12b-2, 12b-25 and 14a-3; Regulation S-X Rules 1-02(w), 3-05 and 10-01 and Article 11; PCAOB AS 4105; FASB ASC 805-10-50, 805-20-50, 805-30-50 and 855-10-50; SEC Staff Accounting Bulletin Topic 11.M; SEC staff FAQ on management's report on ICFR (Question 3); SEC Release 33-11414 (optional semiannual reporting, proposed May 5, 2026); SEC Release 33-11419 (filer status, proposed May 19, 2026); Deloitte Heads Up (May 8, 2026); PwC In brief 2026-04; KPMG Financial Reporting View (May 2026). This page is general information, not accounting advice for a specific entity.

Written and maintained by the Gaapio team of CPAs. Last reviewed October 2026.