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In a U.S. public company’s annual report, Form 10-K, start with Item 1 to understand the business, look to Item 12 for beneficial ownership information, and check Item 5 for issuer purchases of equity securities. Then follow any references to the proxy statement, management’s discussion and analysis (MD&A), financial-statement notes, or exhibits: key details may be filed elsewhere, and the sections have important limits.
Start with the 10-K’s contents page
Open the filing’s table of contents and use the item numbers to navigate. The SEC’s guide to reading a 10-K explains the filing’s structure and identifies where to begin for business information, ownership, and issuer purchases.
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Item 1: Business
Item 1 describes the company and its operations, and can help explain the role of its subsidiaries. It is an orientation to the business, not necessarily a complete list of every legal entity the company owns.
Where to find ownership information
Look for Item 12, titled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” Check the text in that section for an incorporation-by-reference notice. If the 10-K points to a proxy statement, open that document and read its ownership table and footnotes rather than assuming the information appears in the 10-K itself.
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For example, Amazon’s 2025 Form 10-K directs readers to its 2026 proxy statement for Item 12 information. The example shows why you should follow the filing’s reference; it is not a substitute for checking the relevant proxy statement’s definitions and measurement date.
Read the table’s date and definitions
Beneficial ownership is not a roster of every shareholder. Note the table’s stated date, the categories of owners shown, the share counts, and the footnotes that explain how the company presents ownership. When information is incorporated by reference, verify those details in the referenced proxy.
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How to find completed share repurchases
Start with Item 5, which includes information about the issuer’s purchases of equity securities. Search the filing for terms such as “share repurchases,” “issuer purchases,” or “treasury stock” to find the relevant table and related discussion.
- Read the issuer-purchase table. Note the period covered, shares purchased, average prices, and any remaining authorization, if the filing provides those details.
- Read the surrounding narrative. Look for the authorization’s size and timing, permitted methods, conditions, and whether management has discretion over purchases.
- Follow cross-references. Read the cited MD&A discussion and shareholders’ equity note for additional context. Best Buy’s 2025 Form 10-K, for example, points readers to MD&A and Note 8 for repurchase and dividend details.
- Put share-count changes in context. Compare repurchases with changes in shares outstanding or other share-count measures when relevant. Issuances, employee awards, conversions, and timing can also affect those figures, so a difference in share counts does not by itself explain what happened.
Authorization is not the same as execution
A board-approved ceiling or remaining capacity describes permission to repurchase shares; it does not show that the company has bought that number of shares or spent that amount. Use the period-specific purchase table and narrative to identify actual purchases. ServiceNow’s 2025 Form 10-K describes a program that may be suspended or discontinued and does not obligate the company to acquire a specified amount. That is an issuer-specific example, not a rule for every company.
How to find a company’s subsidiaries
Use Item 1 to understand the business, then inspect the filing’s exhibit index for Exhibit 21 or an exhibit listing significant subsidiaries. Read the exhibit itself, including its ownership columns and any note about entities omitted from the list.
Walmart’s 2026 Exhibit 21 lists subsidiary names, jurisdictions, and equity ownership percentages. It also says that subsidiaries not listed were omitted because they were not significant in the aggregate under the cited rule. A list with that scope is not a complete catalog of every legal entity in the corporate group.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.Compare filings on consistent terms
When comparing two or more companies, use the same reporting period where possible and check whether the filings define their measures in the same way. Dates, categories, and disclosure scope can affect what a comparison means.
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A free scan shows the junk files, broken settings and background clutter dragging Windows down - then fixes them in one click.Free scan · Windows 10 & 11- Repurchases: Compare shares actually acquired, amount spent, average purchase price, remaining authorization, and share-count effect. Separately note each program’s duration, discretion, and permitted methods.
- Ownership: Compare the measurement date, beneficial-owner categories or thresholds, and whether the information is in the 10-K or an incorporated proxy statement.
- Subsidiaries: Compare the exhibit’s stated scope, ownership percentages, jurisdictions, and omission notes.
These checks organize the comparison; they do not make filings automatically comparable when dates or definitions differ. A 10-K is a source for understanding a company’s disclosures, not by itself a recommendation to buy or sell its securities.
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