When Are 10-K Filings Due? Deadlines Explained

The Form 10-K is a comprehensive annual financial report that public companies must file with the U.S. Securities and Exchange Commission (SEC). This report provides a detailed overview of a company’s business, financial performance, and overall condition. It includes audited financial statements, such as the balance sheet, income statement, and cash flow statement, along with extensive disclosures about the company’s operations, risks, and management discussion and analysis. The information contained in the 10-K is important for investors, analysts, and the public to make informed decisions about a company’s financial health and future prospects.

Understanding 10-K Deadlines

The deadline for filing a Form 10-K is not universal for all companies; instead, it depends on a company’s “filer status,” which is primarily determined by its public float. Public float refers to the aggregate worldwide market value of a company’s voting and non-voting common equity held by non-affiliates, calculated as of the last business day of its most recently completed second fiscal quarter. The SEC categorizes companies into three main filer statuses, each with a distinct 10-K deadline.

Large Accelerated Filers, defined as companies with a public float of $700 million or more, must file their Form 10-K within 60 days after their fiscal year end. Accelerated Filers, which are companies with a public float of at least $75 million but less than $700 million, have 75 days after their fiscal year end to submit their 10-K. Non-Accelerated Filers encompass companies with a public float of less than $75 million, and these companies are granted 90 days after their fiscal year end to file their annual report.

Companies that qualify as Emerging Growth Companies (EGCs) may be treated as non-accelerated filers for 10-K purposes. These deadlines are calculated from the company’s fiscal year end, which might not align with the calendar year end of December 31st. For instance, a company with a fiscal year ending on May 31st would have a different deadline than one with a December 31st fiscal year end, even if they share the same filer status.

Extensions and Consequences of Not Filing on Time

Companies facing challenges in meeting their 10-K filing deadline can request a short extension by filing Form 12b-25, known as a Notification of Inability to Timely File. This form must be submitted to the SEC no later than one business day after the original due date of the 10-K. Filing Form 12b-25 provides a limited, automatic extension of 15 calendar days for the Form 10-K.

Form 12b-25 requires the company to explain the reasons for the delay. If the company files its 10-K within this 15-day extension period, the report is considered to have been timely filed by the SEC. This extension is a one-time grace period, and no further extensions are typically available without extraordinary circumstances.

Failing to file a 10-K on time, either without filing a Form 12b-25 or by missing the extended deadline, carries significant consequences for a public company. The company will be labeled as “delinquent” by the SEC. Late filings can result in the loss of eligibility to use certain short-form registration statements, such as Form S-3, which are used for more streamlined capital raising. This can hinder a company’s ability to raise capital efficiently.

Persistent late filings can lead to potential delisting from major stock exchanges like the NYSE or Nasdaq. This removes the company’s shares from easy public trading, severely impacting liquidity and investor access. Beyond regulatory actions, late filings often negatively affect investor confidence and can cause a decline in the company’s stock price.

Locating 10-K Filings and Due Dates

The primary public resource for locating a company’s 10-K filings and assessing their timeliness is the SEC’s EDGAR (Electronic Data Gathering, Analysis, and Retrieval) database. This free online system provides automated collection and indexing of submissions required by law. To find a specific company’s filings, users can navigate to the EDGAR database on the SEC’s website and search by the company’s name or its Central Index Key (CIK) number.

Once a company’s page is accessed, the filings are typically organized by type, allowing users to filter for Form 10-K reports. The most recent filing will usually appear at the top. Within the EDGAR records, the filing date of the 10-K is clearly visible, and by knowing the company’s fiscal year end and its filer status, one can determine if the filing was submitted within the prescribed deadline. Many public companies also provide direct links to their SEC filings, including 10-Ks, on the investor relations sections of their official websites, offering another convenient access point for the public.