What is an SEC Exhibit?

SEC Exhibits constitute a variety of corporate disclosures, such as underwriting agreements, merger agreements, charters, bylaws and "material contracts", required under Title 17 CFR § 229.601. Item 601 of Regulation S-K Exhibits are submitted to the Securities & Exchange Commission (SEC) with certain filings, or if previously disclosed, incorporated by reference to filings. Exhibits form the legal backbone of a publicly traded company in the United States.

Exhibits, and an exhibit index (or exhibit list), are required under both the Securities Act and the Exchange Act, therefore, every registration statement (S-1, S-3) and periodic report (10-K, 10-Q, 8-K) contains them when applicable. You can see a list of every SEC form type and the corresponding exhibits on govinfo.gov, also Cornell Law does a nice job here.

List of Most Common SEC Exhibits

Exhibit # Exhibit Description Examples
1 Underwriting Agreements
2 Plans of acquisition, reorganization, arrangement, liquidation, or succession Merger Agreements, Distribution & Assignment Agreements, Purchase Agreements
3(i) Charters Certificate of Incorporation
3(ii) Bylaws By-laws
4(i)-4(v) Instruments defining the rights of securities holders Indentures, Debentures, Notes, Registration Rights Agreements, Form of Common Stock, Shareholder Rights Plans
4(vi) Description of Securities (as of 2019)
10 Material Contracts
  • Contracts upon which the registrant's business is substantially dependent
  • Management contracts or compensatory plans, contracts or arrangements
License Agreements, Lease Agreements, Supply Agreements, Credit Agreements and Stock Plans, Severance Plans, Non-compete Agreements
14 Code of Ethics
21 List of Subsidiaries
23 Auditor Consent
24 Power of Attorney
31 Rule 13a-14(a) / 15d-14(a) Certifications
32 Section 1350 Certifications
99 Additional exhibits Press Releases

When a company goes public, the SEC Form S-1 IPO filing will include an underwriting agreement (ex-1), the governing/organizational documents (exhibit 3s), material contracts (exhibit 10s) and a list of subsidiaries (ex-21) among other usual exhibits. Companies must then continue to annually reference the applicable exhibits each year in the 10-K, as well as, add any newly executed exhibits, or amendments to existing exhibits.

Since September 1, 2017, each exhibit listed in the exhibit index is required to include a hyperlink to the exhibit location on EDGAR. However, before 2017, the SEC didn't require hyperlinks so filings only included the reference to where to find exhibits in a previous filing.

Fun Fact; The March 2007 10-K of 8x8, Inc. was the first to include hyperlinks to each exhibit.

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