It’s that time of year again! For calendar year-end companies, changes in filer status are effective as of the last day of the fiscal year in which the company made the determination of its public float, which is determined as of the end of the second fiscal quarter.
Public companies with a calendar-year end should have performed their public float calculations as of June 30, 2024, to determine what their filing status will be as of December 31, 2024, so that they can plan their SEC filing calendar for 2025. A company’s filing status determines the due date for the Form 10-K for the fiscal year ended December 31, 2024, as well as the due dates for the three 10-Qs to be filed in 2025.
This annual evaluation assesses whether, for example, a company that is currently a large accelerated filer under Exchange Act Rule 12b-2 will continue to be a large accelerated filer, or whether that company will become an accelerated filer or a non-accelerated filer. The key considerations for such large accelerated filer are as follows:
- If the company’s public float was $560 million or more, the company will remain a large accelerated filer, regardless of its annual revenues. Public float is calculated by multiplying the number of the company’s common shares held by non-affiliates by the current market price.
- If the company’s public float as of the last business day of its second fiscal quarter was less than $560 million and the company’s annual revenues for the most recently completed fiscal year for which audited financial statements are available were $100 million or more, the company will be an accelerated filer as of the end of the current fiscal year.
- If the company’s public float was less than $60 million as of the last business day of its second fiscal quarter, the company will be a non-accelerated filer as of the end of the current fiscal year, regardless of its annual revenues. In this case, the company will also be a smaller reporting company (SRC).
- If the company’s public float as of the last business day of its second fiscal quarter was less than $560 million and the company’s annual revenues for the most recently completed fiscal year for which audited financial statements were available was less than $100 million and the company’s annual revenues in any previous fiscal year from and including the first fiscal year used for the company’s assessment of its SRC status were less than $100 million, the company will be a non-accelerated filer as of the end of the current fiscal year. In this case, the company will also be an SRC.
- The company will be a non-accelerated filer as of the end of its current fiscal year (and an SRC) if (1) its public float as of the last business day of its second fiscal quarter was less than $560 million and (2) its annual revenues for the most recently completed fiscal year for which audited financial statements are available were $100 million or more in any previous fiscal year used for the company’s first determination of status as an SRC and (3) its annual revenues were less than $80 million in any year for which audited financial statements are available subsequent to the year in which its annual revenues was $100 million or more. See Final Rule: Accelerated Filer and Large Accelerated Filer Definitions (sec.gov) and Section 1340.5 of the Division of Corporation Finance Financial Reporting Manual.
The filing due dates based on filer status are as follows:
- Large accelerated filer (not a smaller reporting company): Form 10-K is due 60 days after year-end and Form 10-Qs are due 40 days after quarter-end.
- Accelerated filer (not a smaller reporting company): Form 10-K is due 75 days after year-end and Form 10-Qs are due 40 days after quarter-end.
- Accelerated filer and smaller reporting company: Form 10-K is due 75 days after year-end and Form 10-Qs are due 40 days after quarter-end.
- Non-accelerated filer and smaller reporting company: Form 10-K is due 90 days after year-end and Form 10-Qs are due 45 days after quarter-end.
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