When Is a Form 10-K Due? Deadlines and Extensions

Form 10-K is an annual report that publicly traded companies in the United States must file with the U.S. Securities and Exchange Commission (SEC). This comprehensive document provides investors and the public with a detailed overview of a company’s financial performance and operational activities over the past fiscal year, including its business, audited financial statements, and management’s discussion and analysis of financial condition. The information contained within the Form 10-K is crucial for informed investment decisions and regulatory oversight.

Understanding 10-K Filing Deadlines

The due dates for filing a Form 10-K are not uniform for all public companies; instead, they depend on a company’s specific “filer status” as defined by the SEC. This status is primarily determined by the company’s public float, which represents the aggregate market value of its common equity held by non-affiliates.

Large Accelerated Filers represent the largest public companies, characterized by a public float of $700 million or more as of the last business day of their most recently completed second fiscal quarter. These companies are subject to the most stringent reporting timelines due to their significant market presence and investor interest. For these large entities, the Form 10-K must be filed within 60 days after the company’s fiscal year-end.

Accelerated Filers are the next category, encompassing companies with a public float of $75 million or more but less than $700 million. This designation applies to a broad range of mid-sized public companies that also have substantial reporting obligations. Their deadline for submitting the Form 10-K is 75 days after the conclusion of their fiscal year.

Non-Accelerated Filers include companies with a public float of less than $75 million. These generally smaller public companies are afforded a longer period to prepare and file their annual reports, recognizing their potentially more limited resources. The filing deadline for non-accelerated filers is 90 days after their fiscal year-end.

Smaller Reporting Companies (SRCs) and Emerging Growth Companies (EGCs) often benefit from extended filing deadlines that align with those of non-accelerated filers, regardless of their potential public float. SRCs are generally companies with a public float of less than $250 million or, if they have no public float, annual revenues of less than $100 million. EGCs are companies with total annual gross revenues of less than $1.235 billion during their most recently completed fiscal year and that have not yet issued common equity in an IPO five years prior. These designations provide certain scaled disclosure and compliance accommodations, including more time for their Form 10-K submissions, typically 90 days after their fiscal year-end.

All these deadlines are calculated from the company’s fiscal year-end, not the calendar year-end. A fiscal year is a 12-month accounting period that a company uses for financial reporting, which may or may not coincide with the calendar year. For instance, a company with a fiscal year ending on September 30 would calculate its 10-K due date from that date, not December 31. If a filing deadline falls on a Saturday, Sunday, or a federal holiday, the due date automatically shifts to the next business day. This provision ensures that companies have a full business day to complete their filing obligations, preventing issues caused by non-business days.

Requesting a Filing Extension

Public companies facing unforeseen circumstances or complexities that prevent them from meeting their original 10-K filing deadline can request a short extension. The formal mechanism for this is by filing Form 12b-25, the “Notification of Inability to Timely File Form 10-K.”

To be valid, Form 12b-25 must be filed by the company no later than the original due date of the Form 10-K. Timely submission is critical, as a late filing of this notification will not grant the extension. Companies typically submit this form electronically through the SEC’s EDGAR (Electronic Data Gathering, Analysis, and Retrieval) system.

The form requires the company to provide specific details regarding the reasons for the delay. Common justifications include the complexity of financial statements, the need for additional time to complete the audit process, or unforeseen logistical challenges. For example, a company might state that it requires more time to resolve complex accounting issues related to a recent acquisition or that its independent auditors need additional time to finalize their review of the financial statements due to unforeseen staffing issues. The company must also explicitly represent that it intends to file the Form 10-K within the extended period.

Upon the proper and timely filing of Form 12b-25, a company automatically receives an extension of 15 calendar days for its Form 10-K submission. This means that if the notification form is correctly completed and submitted by the original deadline, the extension is granted without requiring further discretionary approval from the SEC. The automatic nature of this extension provides a clear and predictable pathway for companies needing a brief reprieve from their reporting obligations.