SEC EDGAR is the Securities and Exchange Commission’s free public database of company filings, including the annual, quarterly and current reports in which public companies disclose material lawsuits, settlements and cybersecurity incidents. An EDGAR filing is often the first public record of a securities class action, a data breach or a settlement amount.
Quick Answer
EDGAR, short for Electronic Data Gathering, Analysis, and Retrieval, is the system the U.S. Securities and Exchange Commission uses to receive and publish filings under the federal securities laws. It processes about 4,700 filings a day and is free to search. Public companies use it to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and SEC rules require those reports to describe material pending lawsuits. That makes EDGAR a primary source for when a company was sued, what a case alleges, whether a settlement was reached and for how much, and, since December 18, 2023, when a company has suffered a material cybersecurity incident.
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What SEC EDGAR Is
EDGAR is the U.S. Securities and Exchange Commission’s electronic filing system. The SEC describes it as the primary system for companies and others submitting documents under the federal securities laws. It handles about 4,700 filings a day and adds roughly 40,000 new filers a year, and public access to the database is free.Filers include public companies, investment funds, company insiders and large shareholders. Electronic filing was phased in starting April 26, 1993, and every filer became subject to mandatory electronic filing on May 6, 1996. Some forms, such as Forms 3, 4 and 5 for insider trades, were brought into the electronic system later.
Each filer has a Central Index Key, or CIK, a number that EDGAR uses to group every filing a company or person has made. Each filing has its own accession number, which identifies that specific document set.
The Filings That Matter in Class Actions
Public companies file dozens of form types. Three of them carry most of the information that shows up in class action research.Form 10-K — the annual report
The 10-K is a company’s comprehensive annual report. It includes audited financial statements, risk factors, a section on legal proceedings and, for fiscal years ending on or after December 15, 2023, a description of the company’s cybersecurity risk management, strategy and governance.Form 10-Q — the quarterly report
The 10-Q is filed for each of the first three fiscal quarters. It carries unaudited financial statements and an update on legal proceedings, so a lawsuit filed or settled mid-year often appears here before the next 10-K.Form 8-K — the current report
The 8-K reports specific events between periodic reports. Under the form’s general instructions, it is due within four business days after the event unless an item sets a different deadline. Two items come up often in consumer and investor litigation:- Item 1.05, Material Cybersecurity Incidents, requires a company to disclose a cybersecurity incident it has determined to be material, generally within four business days of that determination. The SEC adopted the item in 2023, and it applied from December 18, 2023, with smaller reporting companies given an additional 180 days. The U.S. Attorney General can authorize a delay when immediate disclosure would pose a substantial risk to national security or public safety.
- Item 8.01, Other Events, is a general item companies use to report events they consider important to shareholders, which can include the filing or settlement of a significant lawsuit.
How Lawsuits and Settlements Appear in EDGAR
Item 103 of the SEC’s Regulation S-K, codified at 17 C.F.R. § 229.103, requires a company to describe material pending legal proceedings, other than ordinary routine litigation incidental to its business. The description identifies the court or agency, the date the case was filed, the principal parties, the facts alleged and the relief sought. A claim mainly for damages does not have to be described if the amount involved, excluding interest and costs, is no more than 10% of the company’s consolidated current assets, with similar claims added together for that test.In practice, EDGAR filings tend to surface class action information in four ways:
- A new securities class action is usually described in the next 10-Q or 10-K, often with the court, the case caption and the class period, and with the company’s statement that it intends to defend the case.
- A settlement may be announced on Form 8-K and then reflected in the financial statements, sometimes with the settlement amount and any portion expected to be paid by insurance. These disclosures can appear before the settlement website or the court’s preliminary approval.
- A material cybersecurity incident disclosed under Item 1.05 is frequently followed within days by data breach class actions filed by people whose information was involved.
- Securities class action complaints routinely quote a company’s own 10-K, 10-Q and 8-K statements as the statements the plaintiffs allege were false or misleading.
A company’s description of a lawsuit reflects its own position. Disclosures commonly state that the company denies the allegations, and a settlement disclosure typically notes that the company admits no wrongdoing.
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How EDGAR Search Works
EDGAR offers two main ways to find documents. Company search lists every filing by a company, located by its name, ticker symbol or CIK. Full-text search looks for words and phrases across the documents themselves.According to the SEC’s full-text search FAQ, the tool covers every filing submitted electronically since 2001, including exhibits attached to a filing. A phrase in quotation marks matches only those words in that order, results can be narrowed by form type, date range and company, and searches are not case-sensitive. A phrase such as “preliminary approval” limited to Forms 8-K and 10-Q, for example, returns company filings that mention a class settlement moving toward court approval.
The SEC also publishes EDGAR data through application programming interfaces, including each filer’s submission history and financial statement data tagged in XBRL.
What EDGAR Does Not Cover
EDGAR covers companies and people that file with the SEC. Privately held businesses generally do not file periodic reports, so lawsuits against them will not appear there. Lawsuits a company treats as routine or immaterial may not be described at all.EDGAR is also not a court record. Complaints, motions and orders in a federal class action are filed with the court and are available through PACER and free archives such as CourtListener. Claims in a class settlement are filed with the settlement administrator named by the court, not through the SEC.
Money the SEC itself collects in enforcement cases is a separate track. The agency can distribute penalties and disgorgement to harmed investors through a Fair Fund, such as the Becton Dickinson SEC Fair Fund, which is not a class action.
Frequently Asked Questions
What does EDGAR stand for?
EDGAR stands for Electronic Data Gathering, Analysis, and Retrieval. It is the system the U.S. Securities and Exchange Commission uses to receive and publish filings made under the federal securities laws.
Is SEC EDGAR free to use?
Public access to the EDGAR database is free. Anyone can search and read company filings on the SEC’s website without an account.
Where do companies disclose lawsuits in EDGAR filings?
Material pending lawsuits are described in the legal proceedings sections of a company’s annual report on Form 10-K and quarterly report on Form 10-Q, as required by Item 103 of Regulation S-K. Companies also report significant developments, such as a settlement, on Form 8-K, often under Item 8.01, Other Events.
What is an 8-K Item 1.05 filing?
Item 1.05 of Form 8-K, titled Material Cybersecurity Incidents, requires a public company to disclose a cybersecurity incident it has determined to be material, generally within four business days of that determination. The requirement took effect on December 18, 2023, with a later date for smaller reporting companies.
How far back does EDGAR full-text search go?
EDGAR full-text search covers filings submitted electronically since 2001, including exhibits attached to those filings. Older electronic filings can still be found through EDGAR’s company search.
Does EDGAR include court filings in class actions?
EDGAR holds the company’s own filings with the SEC, not court records. Complaints, motions and orders in federal class actions are filed in the court system and are available through PACER and free archives such as CourtListener. A company’s EDGAR filings describe the case from the company’s side.
Sources
- About EDGAR — U.S. Securities and Exchange Commission
- EDGAR Full-Text Search FAQ — U.S. Securities and Exchange Commission
- Form 8-K and General Instructions — U.S. Securities and Exchange Commission
- SEC Adopts Rules on Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure — SEC press release 2023-139
- 17 C.F.R. § 229.103 — Regulation S-K Item 103, Legal Proceedings (Cornell Legal Information Institute)
- Electronic Filing and EDGAR: A Regulatory Overview — U.S. Securities and Exchange Commission
