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
|
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.
