The Off-the-Shelf Guide to Determining Filer Status

When a company is subject to the reporting requirements of the Securities Exchange Act of 1934 (Exchange Act), a key consideration for the company is the timing of its periodic reports and the level of information that is required in its SEC filings. A company’s filer status directly impacts the SEC filing deadlines that apply to the company:

Filer status does not affect the deadlines for current reports on Form 8-K. A company’s filer status also determines the level of disclosure that is required to be included in the company’s SEC filings.

Determining Accelerated Filer Status

The SEC requires that a company assess its filer status on an annual basis at the end of its fiscal year. The result of that annual determination governs the timing for filing the annual report with respect to that fiscal year, as well as the timing of the subsequent quarterly and annual reports that the company files while it retains that filer status.

The annual process of assessing filer status begins with the definitions of “accelerated filer” and “large accelerated filer” in Exchange Act Rule 12b-2. The term “non-accelerated filer” is not defined by SEC rules, so a company falls into that category when it is neither an accelerated filer nor a large accelerated filer.

Accelerated Filer Status

A company is deemed to be an accelerated filer when:

• The company has a public float (determined as the aggregate worldwide market value of the voting and non-voting common equity held by the company’s non-affiliates using the price at which the common equity was last sold, or the average of the bid and asked prices of such common equity, in the principal market for such common equity) of $75 million or more, but less than $700 million, as of the last business day of the company’s most recently completed second fiscal quarter;
• The company has been subject to the requirements of Section 13(a) or 15(d) of the Exchange Act for a period of at least twelve calendar months;
• The company has filed at least one annual report pursuant to Section 13(a) or 15(d) of the Exchange Act; and
• The company is not eligible to use the disclosure requirements applicable to smaller reporting companies under the revenue test in paragraph (2) or (3)(iii)(B), as applicable, of the “smaller reporting company” definition in Exchange Act Rule 12b-2.

The SEC Staff notes in Exchange Act Rules Corporation Finance Interpretations Question 130.01 that the term “calendar month” as used in Rule 12b-2 is interpreted in the same way that the term “calendar month” is interpreted for purposes of determining eligibility to use Form S-3. In this regard, a “calendar month” begins on the first day of the month and ends on the last day of that month. For example, if a company became subject to the requirements of Section 13(a) on January 15 and remains subject to Section 13(a) through the end of the year, it will have been subject to the requirements of Section 13(a) for eleven calendar months as of December 31.

In Exchange Act Rules Corporation Finance Interpretations Question 130.02, the Staff notes that a company that files Exchange Act reports with the SEC on a voluntary basis does not satisfy the definitions of accelerated filer or large accelerated filer in Rule 12b-2, because a voluntary filer is not subject to the requirements of Section 13(a) or 15(d) of the Exchange Act, and therefore is not obligated to file Exchange Act reports. In Exchange Act Rules Corporation Finance Interpretations Question 130.03, the Staff indicates that the reporting history of a company while it was a voluntary filer is not considered part of the “twelve calendar months” during which the company must have been subject to the reporting provisions of the Exchange Act.

Large Accelerated Filer Status

A large accelerated filer is a company that meets all of the accelerated filer requirements, but that has a public float of $700 million or more, measured as of the last business day of the company's most recently completed second fiscal quarter.

Applicable Disclosure Requirements

Accelerated filers and large accelerated filers are subject to the same applicable disclosure requirements, unless the company falls within one of the other categories discussed below. Non-accelerated filers are not required to have their management’s assessment of the effectiveness of internal control over financial reporting attested to, and reported on, by an independent auditor, as required by Section 404(b) of the Sarbanes-Oxley Act. Non-accelerated filers must, among other things, establish and maintain internal control over financial reporting and, as required by Section 404(a) and SEC rules, conduct a management assessment of the effectiveness of the company's internal control over financial reporting.

Changes to Filer Status

The SEC’s rules provide specific thresholds for when a company transitions between filer status categories, as follows:

• Large Accelerated Filer to Accelerated Filer. After a company becomes a large accelerated filer, it retains that filer status until the company determines, at the end of a fiscal year, that it has a public float of less than $560 million as of the last business day of its most recently completed second fiscal quarter, or it determines that it is eligible to use the requirements for smaller reporting companies under the revenue tests in paragraph (2) or (3)(iii)(B) of the smaller reporting company definition, as applicable. If the company's public float was $60 million or more, but less than $560 million, and it is not eligible to use the requirements for smaller reporting companies under the above-referenced revenue test, it becomes an accelerated filer. If the company's public float falls to less than $60 million, or it is eligible to use the requirements for smaller reporting companies under the revenue test, it becomes a non-accelerated filer.
• Accelerated Filer to Non-Accelerated Filer. A company retains its accelerated filer status until the company determines, at the end of the fiscal year, that it has a public float that is less than $60 million, as of the last business day of the company’s most recently completed second fiscal quarter, or it determines that it is eligible to use the requirements for smaller reporting companies under the revenue test in the smaller reporting company definition. Once the accelerated filer makes this determination, it becomes a non-accelerated filer.

Smaller Reporting Company Status

Determination

Exchange Act Rule 12b-2 indicates that a “smaller reporting company” refers to a company that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and that:

• Had a public float of less than $250 million as of the last business day of the company's most recently completed second fiscal quarter; or
• Had annual revenues of less than $100 million, measured as of the most recently completed fiscal year for which audited financial statements are available, and either: (i) no public float; or (ii) a public float of less than $700 million as of the last business day of the company's most recently completed second fiscal quarter.

A company must reflect its smaller reporting company determination on the cover page of its Form 10-Q for the first fiscal quarter of the next year, and in its subsequent filings for that fiscal year. If a determination based on public float indicates that the company is newly eligible to be a smaller reporting company, however, the company may choose to reflect that determination, and begin using the scaled disclosure accommodations, beginning with its first quarterly report on Form 10-Q following the determination.

After a company determines that it does not qualify as a smaller reporting company because it exceeded one or more of the thresholds, it continues to not qualify for smaller reporting company status until, when the annual determination is made, either:

• The company determines that its public float was less than $200 million; or
• The company determines that its public float and its annual revenues meet the requirements for subsequent qualification included in the following chart:

Disclosure Accommodations

Smaller reporting companies are eligible to utilize the scaled disclosures contemplated in Regulation S-K and Regulation S-X, and may comply with either the requirements applicable to smaller reporting companies or the requirements applicable to other companies on an item-by-item basis, unless the requirements for smaller reporting companies specify that the company must comply with the smaller reporting company requirements. Smaller reporting companies can take advantage of the following accommodations:

• Reduced requirements for the description of business under Item 101 of Regulation S-K;
• No stock performance graph under Item 201 of Regulation S-K;
• Two years of Management’s Discussion and Analysis discussion (instead of three) under Item 303 of Regulation S-K;
• No Compensation Discussion and Analysis disclosure, fewer named executive officers and scaled back tabular disclosure regarding executive compensation under Item 402 of Regulation S-K;
• No description of policies/procedures for the review, approval or ratification of related party transactions under Item 404 of Regulation S-K;
• No compensation committee interlocks and insider participation disclosure required under Item 407 of Regulation S-K;
• No risk factors required in Exchange Act filings under Item 105 of Regulation S-K; and
• Two years of financial statements, along with other scaled-back financial disclosures, as well as less stringent age of financial statements requirements under Article 8 of Regulation S-X.

The Staff notes in Regulation S-K Corporation Finance Interpretations Question 102.01 that a company could be both a smaller reporting company and an accelerated filer at the same time, but a company could not be both a large accelerated filer and a smaller reporting company at the same time. For example, in situations where a company has a public float on the determination date of $75 million to less than $250 million and annual revenues of $100 million or more, that company could be classified as both an accelerated filer and a smaller reporting company. On the other hand, if the company had a public float on the determination date of $250 million to less than $700 million and annual revenues of $100 million or more, the company would be an accelerated filer and not a smaller reporting company.

Emerging Growth Company Status

Determination

An “emerging growth company” is defined in Exchange Act Rule 12b-2 as a company that had total annual gross revenues of less than $1,235,000,000 during its most recently completed fiscal year. A company that is an emerging growth company as of the first day of that fiscal year continues to be deemed an emerging growth company until the earliest of:

• The last day of the fiscal year of the company during which it had total annual gross revenues of $1,235,000,000 or more;
• The last day of the fiscal year of the company following the fifth anniversary of the date of the first sale of common equity securities of the company pursuant to an effective registration statement under the Securities Act of 1933;
• The date on which such company has, during the previous three-year period, issued more than $1,000,000,000 in non-convertible debt; or
• The date on which such company is deemed to be a large accelerated filer.

An emerging growth company can also be a non-accelerated filer, accelerated filer and/or smaller reporting company; however, an emerging growth company cannot also be a large accelerated filer.

A company qualifies as an emerging growth company only if it first sold its common stock in a registered offering on or after December 9, 2011. Unlike with non-accelerated, accelerated filer and large accelerated filer status and smaller reporting company status, once an emerging growth company loses its status, it is not able to become an emerging growth company again.

In its Frequently Asked Questions of General Applicability on Title I of the JOBS Act issued on April 16, 2012, the Staff indicates that the phrase “total annual gross revenues” should be interpreted as the total revenues of the company (or a predecessor of the company, if the predecessor’s financial statements are presented in the registration statement for the most recent fiscal year), as presented on the company’s income statement in accordance with U.S. GAAP. The Staff indicates that total annual gross revenues for financial institutions should be determined based on the approach used for determining status as a smaller reporting company, which focuses specifically on all gross revenues from traditional banking activities.

Foreign private issuers that present their financial statements using IFRS as issued by the IASB must use the IFRS revenue figure when applying the emerging growth company revenue test. The Staff indicates that the conversion of revenues into U.S. dollars for the purpose of applying the revenue test should be based on the exchange rate as of the last day of the fiscal year. In Question 51 of the Frequently Asked Questions of General Applicability on Title I of the JOBS Act issued on September 28, 2012, the Staff indicates that, when applying the emerging growth company revenue test, a calendar year-end company that seeks to file a registration statement for an initial public offering of common equity securities in January 2013 (which would present financial statements for 2011 and 2010 and the nine months ended September 30, 2012 and 2011) would use its most recently completed fiscal year for purposes of determining emerging growth company status, which would be the most recent annual period completed, regardless of whether financial statements for that period are presented in the registration statement. In this example, the most recent annual period completed would be 2012.

In Question 54 of its September 28 Frequently Asked Questions, the Staff addresses the emerging growth company status of a company that was at one time reporting pursuant to the requirements of the Exchange Act, but is not currently required to file any periodic or current reports under the Exchange Act. In that interpretation, the Staff indicates that the company is permitted to take advantage of the accommodations of emerging growth company status, even though the company’s initial public offering of common equity securities occurred on or before December 8, 2011. The Staff further notes that if a company would otherwise qualify as an emerging growth company but for the fact that its initial public offering of common equity securities had occurred on or before December 8, 2011, and such company was once an Exchange Act reporting company, but is not currently required to file Exchange Act reports, then the Staff would not object if the company takes advantage of all of the accommodations available to emerging growth companies for its next registered offering and thereafter, until it triggers one of the disqualification provisions contemplated by the emerging growth company definition. This position is not available to a company that has had the registration of a class of its securities revoked pursuant to Section 12(j) of the Exchange Act. The Staff notes that, based on the particular facts and circumstances, the emerging growth company status of a company may be questioned if it appears that the emerging growth company ceased to be a reporting company for the purpose of conducting a registered offering as an emerging growth company.

With respect to the $1 billion debt issuance test referenced in the emerging growth company definition, the Staff indicates in its Frequently Asked Questions that the three-year period covers any rolling three-year period, which is not in any way limited to completed calendar or fiscal years. The Staff also notes that it interprets the term “non-convertible debt” to mean any non-convertible security that constitutes indebtedness (whether issued in a registered offering or not), thereby excluding bank debt or credit facilities. The debt test references debt “issued,” as opposed to “issued and outstanding,” so that any debt issued to refinance existing indebtedness over the course of the three-year period could be counted multiple times. However, the Staff indicates in its Frequently Asked Questions that it will not object if a company does not count debt securities issued in an A/B exchange offer (commonly referred to as an Exxon Capital exchange offer), because those securities are identical to, and replace, the securities issued in the related non-public offering.

Disclosure Accommodations

An emerging growth company that is subject to the reporting requirements of the Exchange Act is generally permitted to:

• Follow the smaller reporting company accommodations for the executive compensation disclosure included in the company’s SEC filings;
• Not provide an auditor attestation of internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act; and
• Defer compliance with new or revised accounting standards.

Emerging growth companies are not subject to the Say-on-Pay, Say-on-Frequency or Say-on-Golden Parachute vote required by the Dodd-Frank Act. Once a company loses its emerging growth company status, it is subject to the following phase in period for its Say-on-Pay vote:

• In the case of a company that was an emerging growth company for less than two years, by the end of the three-year period beginning on the date of the first sale of its common equity securities pursuant to an effective Securities Act registration statement
• For any other company, within one year of having lost its status.

Other than the provisions for extended transition to new or revised accounting standards, an emerging growth company can select the scaled disclosure provisions and corporate governance relief that it would like to utilize.

The SEC’s Proposed Changes to Filer Status Determinations

In May 2026, the SEC proposed amendments to its rules and forms that would simplify the filer status determinations and expand the disclosure accommodations available for many public companies. In his statement accompanying the release, SEC Chairman Paul Atkins states, “Specifically, the proposed amendments extend disclosure scaling and other accommodations, which are currently available only to newly public companies and smaller companies, to seasoned companies and mid-sized public companies.” Key changes to the public company reporting framework that the SEC has proposed would include:

• Eliminating the categories of “accelerated filer” and “smaller reporting company,” so that all reporting companies would be either “large accelerated filers” or “non-accelerated filers,” with the smallest companies further deemed to be “small non-accelerated filers.”
• Raising the public float threshold for being deemed to be a large accelerated filer from $700 million to $2 billion, as calculated based on the average stock price over the last 10 trading days of a company’s second fiscal quarter. This public float threshold would need to be met for two consecutive years to ameliorate frequent changes in filer status. Under the proposal, large accelerated filers would need to have completed at least 60 consecutive calendar months of public reporting before qualifying as a large accelerated filer.
• Extending to non-accelerated filers all of the accommodations that are currently available to smaller reporting companies and “emerging growth companies,” including no requirement to seek advisory votes on executive compensation or the frequency of such advisory votes, scaled executive compensation disclosure, and reduced financial statement requirements.
• Creating a new sub-category of small non-accelerated filers for the smallest reporting companies, with the benefit of having more time available to file periodic reports for those companies.

The comment period has ended for this proposal, but the SEC has not yet adopted the proposed rule and form amendments.