What Is an Accelerated Filer? A Definition
Explore how a public company's market value dictates its SEC filer status, affecting its financial reporting timelines and internal control obligations.
An “accelerated filer” is a specific classification for public companies designated by the U.S. Securities and Exchange Commission (SEC). This status imposes stricter reporting timelines, requiring these companies to submit their financial reports more quickly than other companies. The purpose of this designation is to ensure that investors and the market receive timely access to a company’s financial health and performance information.
Criteria for Accelerated Filer Status
To be classified as an accelerated filer under SEC Rule 12b-2, a company must meet a public float test. Public float is the total market value of a company’s common equity shares held by the public, excluding those held by affiliates like officers, directors, and large shareholders. A company meets this criterion if its public float is $75 million or more, but less than $700 million.
The company must also have been subject to the reporting requirements of the Securities Exchange Act of 1934 for at least 12 calendar months. Additionally, the company must have already filed at least one annual report, known as a Form 10-K, with the SEC.
An exception exists involving a company’s revenue. A company that meets the public float test might still be categorized as a non-accelerated filer if its annual revenues are less than $100 million. This provision allows certain lower-revenue companies to avoid the more stringent requirements, even if their public market value is substantial.
Determining and Changing Filer Status
A company’s filer status is assessed annually at the end of its second fiscal quarter. For a company with a calendar year-end of December 31, its public float is calculated as of June 30 to determine its filing status for the following year.
When a company first meets the accelerated filer criteria on its determination date, the accelerated filing deadlines apply to the annual report for the fiscal year in which that determination was made. For instance, if a calendar-year company qualifies as an accelerated filer on June 30, 2025, its Form 10-K for the year ending December 31, 2025, will be due under the faster 75-day deadline.
A company can also transition out of a higher filer status. To prevent companies from frequently switching categories, the SEC established lower public float thresholds for exiting a status. For instance, a large accelerated filer becomes an accelerated filer if its public float falls below $560 million. An accelerated filer becomes a non-accelerated filer if its public float drops below $60 million.
Reporting Obligations for Accelerated Filers
The annual report, filed on Form 10-K, is due 75 days after the company’s fiscal year-end. This is a reduction from the 90-day deadline afforded to non-accelerated filers.
The timeline for submitting quarterly reports on Form 10-Q is also condensed. Accelerated filers must file their Form 10-Q within 40 days after the end of each fiscal quarter. This compares to the 45-day deadline for non-accelerated filers.
An additional requirement for accelerated filers relates to internal controls. Under Section 404 of the Sarbanes-Oxley Act, these companies must include a report from their independent auditor that attests to the effectiveness of their internal control over financial reporting (ICFR). This requirement does not apply to non-accelerated filers.
Comparison with Other Filer Categories
A step above the accelerated filer is the “large accelerated filer.” These are companies with a public float of $700 million or more that meet the same reporting history requirements. Their reporting deadlines are shorter, with the Form 10-K due 60 days after the fiscal year-end and the Form 10-Q due in 40 days.
At the other end of the spectrum is the “non-accelerated filer.” This category includes companies with a public float of less than $75 million or those that qualify for the revenue-based exception for SRCs. They have the longest deadlines: 90 days for the Form 10-K and 45 days for the Form 10-Q. They are also exempt from the SOX auditor attestation requirement.
An “Emerging Growth Company” (EGC) receives certain accommodations under the Jumpstart Our Business Startups Act of 2012. A benefit for EGCs is an exemption from the SOX auditor attestation requirement, even if they would otherwise meet the definition of an accelerated filer. This exemption lasts for up to five years after their initial public offering.