2025 Form 10-K Preparation Tips

As we gear up for the 2025 reporting season, it’s important to be aware of some key reminders for filing your annual report on Form 10-K. The U.S. Securities and Exchange Commission (SEC) adopted new disclosure requirements in December 2022 related to insider trading policies and procedures. This means that companies will need to disclose whether they have adopted such policies and procedures and file them as exhibits to their Form 10-K. If your company hasn’t adopted these policies, it must explain why. This new requirement will apply to calendar-year companies in their upcoming Form 10-K for fiscal year 2024.

Another important update to be aware of is the disclosure requirements related to the timing of certain equity awards close in time to the release of material nonpublic information (MNPI). Companies must discuss their policies and practices in this area, and provide tabular disclosure on any option awards granted to named executive officers (NEOs) around the time of MNPI disclosure. These disclosures will be required for calendar-year companies in their upcoming Form 10-K for fiscal year 2024.

Additionally, cybersecurity risk management, strategy, and governance disclosure will now need to be provided in Inline XBRL for companies with fiscal years ending on or after December 15, 2024. This means that calendar-year companies will need to submit these cybersecurity disclosures in Inline XBRL in their upcoming Form 10-K filings.

Companies should also review their clawback policy and disclosure updates. If any updates have been made to the clawback policy since it was last filed, the updated version should be filed as an exhibit to the Form 10-K. It’s also important to review the checkboxes on the cover page of the Form 10-K related to error corrections in previously issued financial statements that trigger a clawback analysis. If there has been an accounting restatement requiring a clawback, the company will need to make specific disclosures under Item 402(w) of Regulation S-K and submit them in Inline XBRL.

Lastly, companies should conduct a thorough review of their risk factors and ensure that they are up to date and accurately reflect any new developments. Keeping these reminders in mind will help ensure a smooth and compliant filing process for your Form 10-K.