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1340 Accelerated and Large Accelerated Filer Status: Entering, Exiting and Implications
us SEC - Financial Reporting Manual
(Last updated: 10/30/2020)
1340.1 Entering Accelerated Filer Status
An issuer becomes an accelerated filer if it meets all of the following criteria as assessed at the end of its fiscal year:
- The aggregate worldwide market value of its voting and non-voting common equity held by non-affiliates (“public float”) was at least $75 million, but less than $700 million, as of the last business day of its most recently completed second fiscal quarter;
- It has been subject to the requirements of Section 13(a) or 15(d) of the Exchange Act for a period of at least 12 calendar months;
- It has filed at least one annual report under Section 13(a) or 15(d) of the Exchange Act; and
- It is not eligible to use the requirements for smaller reporting companies under the revenue test in paragraph (2) or (3)(iii)(B), as applicable, of the “smaller reporting company” definition in Rule 12b-2.
1340.2 Entering Large Accelerated Filer Status
An issuer becomes a large accelerated filer if it meets all of the following criteria as assessed at the end of its fiscal year:
- The aggregate worldwide market value of its voting and non-voting common equity held by non-affiliates (“public float”) was at least $700 million as of the last business day of its most recently completed second fiscal quarter;
- It has been subject to the requirements of Section 13(a) or 15(d) of the Exchange Act for a period of at least 12 calendar months;
- It has filed at least one annual report under Section 13(a) or 15(d) of the Exchange Act; and
- It is not eligible to use the requirements for smaller reporting companies under the revenue test in paragraph (2) or (3)(iii)(B), as applicable, of the “smaller reporting company” definition in Rule 12b-2.
1340.3 Effect of Status Change on Periodic Filings
(Last updated: 9/30/2012)
As noted in Sections 1340.1 and 1340.2, the determination of filer status occurs at the end of the issuer's fiscal year. Because the determination occurs at the end of the issuer's fiscal year, the first periodic filing affected by a change in status will be the Form 10-K for the fiscal year in which the assessment is made. The Form 10-K is the first periodic filing affected even though the "public float" test is performed as of the last business day of the issuer's most recently completed second quarter.
For example, a calendar year-end issuer was a non-accelerated filer as of 12/31/2021. As of June 30, 2022, the issuer’s “public float” increased to $300 million and revenue for fiscal year 2021 was greater than $100 million. The issuer will be an accelerated filer for its 12/31/2022 Form 10-K.
1340.4 Exiting Status
The rules provide explicit conditions that allow an issuer to exit its accelerated, or large accelerated, filer status. These conditions relate to the level of public float as of the last business day of the issuer's most recently completed second fiscal quarter and annual revenues for the most recent fiscal year completed before the last business day of the second fiscal quarter. The determination as to whether an issuer exits the accelerated or large accelerated filer status is made at the end of the issuer's fiscal year and will govern the deadlines for the annual report to be filed for that fiscal year, and the quarterly and annual reports to be filed subsequently (until the filing status changes). Once an issuer becomes an accelerated filer or large accelerated filer it will maintain this status except:
- A large accelerated or an accelerated filer will become a non-accelerated filer if it determines that its public float was below $60 million as of the last business day of its most recently completed second fiscal quarter; or if it determines that it is eligible to use the requirement for smaller reporting companies under the revenue test in paragraph (2) or (3)(iii)(B) of the “smaller reporting company” definition.
- A large accelerated filer will become an accelerated filer if it determines that its public float was below $560 million, but not below $60 million, as of the last business day of its most recently completed second fiscal quarter, and it is not eligible to use the requirements for smaller reporting companies under the revenue test in paragraph (2) or (3)(iii)(B) of the “smaller reporting company” definition.
NOTE to SECTION 1340.4
A registrant no longer qualifies as an EGC, and the 404(b) auditor attestation exemption, the day it becomes a large accelerated filer, which occurs on the last day of the registrant’s fiscal year if the large accelerated filer criteria are met. See Topic 10 for more information. (Last Update: 6/30/2013)
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1340.5 Recap of Accelerated Filer Rule and relationship with smaller reporting company status: Public Float and Revenue Tests and Due Dates:
Category of Filer
| Annual Revenues
| Public Float to Enter Status
| Public Float and/or Revenues to Exit Status
| |
Non-Accelerated Filer and Smaller Reporting Company | N/A | < $75 million | N/A | |
- 10-K is due 90 days after year-end | Less than $100 million | ≥ $75 million but < $700 million | ||
- 10-Q is due 45 days after quarter-end | ||||
- Interim F/S Updating is required 134 days after the latest balance sheet filed | ||||
Accelerated Filer and Smaller Reporting Company | $100 million or more | ≥ $75 million but < $250 million | Public float test: < $60 million becomes a non-accelerated filer and remains a smaller reporting company
| |
- 10-K is due 75 days after year-end | ||||
- 10-Q is due 40 days after quarter-end | ||||
- Interim F/S Updating is required 129 days after the latest balance sheet filed | Revenue test: Public float < $700 million and revenues < $100 million becomes a non-accelerated filer and remains a smaller reporting company | |||
Accelerated Filer (not a Smaller Reporting Company) | $100 million or more | ≥ $250 million but < $700 million | Public float test: < $200 million but ≥ $60 million and revenue is ≥ $80 million remains an accelerated filer and becomes a smaller reporting company
| |
- 10-K is due 75 days after year-end | ||||
- 10-Q is due 40 days after quarter-end | Public float test: < $60 million becomes a non-accelerated filer and a smaller reporting company
| |||
- Interim F/S Updating is required 129 days after the latest balance sheet filed | Revenue test: Public float < $700 million and revenues < $80 million becomes a non-accelerated filer and a smaller reporting company | |||
Large Accelerated Filer (not a Smaller Reporting Company) | N/A | ≥ $700 million | Public float test: < $560 million but ≥ $200 million and revenue is ≥ $100 million becomes an accelerated filer
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Public float test: < $200 million but ≥ $60 million and revenue is ≥ $100 million becomes an accelerated filer and a smaller reporting company
| ||||
- 10-K is due 60 days after year-end | ||||
- 10-Q is due 40 days after quarter-end | Public float test: < $60 million becomes a non-accelerated filer and a smaller reporting company | |||
- Interim F/S Updating is required 129 days after the latest balance sheet filed
| Revenue test: To become a non-accelerated filer and a smaller reporting company, public float < $560 million AND one of the following: (1) revenues < $100 million (if prior revenues < $100 million) OR (2) revenues < $80 million (if prior revenues were ≥ $100 million).
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1340.6 Foreign Private Issuer Implications
The definitions of accelerated filer and large accelerated filer do not exclude companies that qualify as foreign private issuers (FPIs) even though the deadlines for Forms 20-F and 40-F annual reports are not affected by accelerated filer or large accelerated filer status. However, only an FPI that elects to file on domestic forms and provides financial statements in accordance with U.S. GAAP may apply the revenue test in paragraph (2) or (3)(iii)(B) of the “smaller reporting company” definition in determining its non-accelerated, accelerated or large accelerated filer status. An FPI electing to file on Forms 10-K and 10-Q and that meets one of the accelerated filer definitions is subject to accelerated filing deadlines. A company that loses its ability to file on Form 20-F and must begin to file on Forms 10-K and 10-Q becomes subject to the accelerated filer rules, starting with its initial filing on Form 10-K or 10-Q.
1340.7 Periodic Report Cover Page Implications
Cover pages to Forms 10-K, 10-Q, and 20-F include boxes that must be checked to indicate (1) whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, and (2) whether an internal control over financial reporting auditor attestation is included in the filing. The issuer also must disclose on the cover page to Form 10-K the amount of its public float as of the last business day of its most recently completed second quarter.
1340.8 Transition Report Implications
The accelerated filer rules apply to transition reports (for change in year-end) filed on either Form 10-K or 10-Q. A non-accelerated filer, an accelerated filer, or a large accelerated filer, that changes its year-end and files a transition report on Form 10-K or 10-Q must assess its accelerated filer status to determine whether its status has changed. A change in status could accelerate or decelerate the due date for that transition report (and subsequent periodic reports). For example, a non-accelerated filer could become an accelerated filer, or a large accelerated filer could become an accelerated filer. The filer must make this assessment regardless of the length of the transition period, and perform the public float test as of the last business day of what would have been the most recently completed second quarter if the close of the transition period were the end of a full fiscal year (i.e., six-month look back).
1340.9 Current Report Implications
The accelerated filer rules do not affect Form 8-K filing deadlines.
1340.10 Annual Report Disclosure Implications
Annual report disclosure obligations affected by non-accelerated, accelerated or large accelerated filer status:
a. Unresolved staff comment — (Item 1B of Form 10-K; Item 4A of Form 20-F):
A registrant that is an accelerated filer or a large accelerated filer, and has received written comments from the staff regarding its periodic or current reports at least 180 days before the end of its fiscal year to which the annual report relates, must disclose the substance of any unresolved comments that the registrant believes are material. The disclosure may include other information, such as the registrant's position with respect to any such comment.
b. Effectiveness of Internal Control over Financial Reporting Required by SOX Section 404 — (Item 9A of Form 10-K; Item 15 of Form 20-F; General Instruction B.6 of Form 40-F):
Application of these disclosure requirements partly depends on the issuer's accelerated filer status:
- Management's Report: Required to be filed in annual reports by all filers. See Section 4310 for information on Management's Annual Report on Internal Control Over Financial Reporting.
- Auditor's Attestation: Required in annual reports of all accelerated filers (except those that qualify as an EGC) and large accelerated filers. See Section 4320 for information on Auditor's Report on ICFR for non-EGCs and Section 10240 for information on EGCs. (Last updated: 6/30/2013)
NOTE to SECTION 1340.10
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7 See Sections 5110 and 5120 for “smaller reporting company” definition and related transition.
(8) A registrant may exit accelerated filer status by having < $60 million public float or by meeting the “revenue test” for smaller reporting company status. See paragraph (2) or (3)(iii)(B) of the “smaller reporting company” definition for a description of such test. The applicable paragraph is based on whether a registrant currently qualifies as a smaller reporting company under either the “public float test” or the “revenue test” of the SRC definition. See page 54 of the “ Accelerated Filer and Large Accelerated Filer Definitions Adopting Release ” for examples.
This is a work of the U.S. Government
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