A large accelerated filer must file its annual report on Form 10-K within 60 calendar days after the end of its fiscal year. That is the tightest of the three SEC annual deadlines, and it is the one where a slow auditor sign-off or an unresolved technical accounting issue hurts most, because there is almost no slack in the calendar between year-end close, audit completion, disclosure committee review, and the filing date.
The deadline at a glance
| Filer status | Form 10-K deadline | December 31 year end: due date |
|---|---|---|
| Large accelerated filer (public float of $700M or more) | 60 days after fiscal year end | Generally March 1 (February 29 in some years); next business day if it falls on a weekend or holiday |
| Accelerated filer (float of $75M to under $700M) | 75 days after fiscal year end | Generally around March 16 |
| Non-accelerated filer (float under $75M) | 90 days after fiscal year end | Generally around March 31 |
How the 60 days actually count
The count is in calendar days, starting the day after fiscal year end. For a December 31, 2026 year end: January contributes 31 days and February 2027 contributes 28, so day 60 lands on March 1, 2027. When the following February has 29 days, day 60 lands on February 29 instead.
Two adjustments matter:
- Weekend and holiday roll-forward. Under Exchange Act Rule 0-3(a), if the due date falls on a Saturday, Sunday, or federal holiday, the filing is timely if made on the next business day.
- EDGAR hours. Filings accepted by 5:30 p.m. Eastern get that day's filing date. Plan the live filing for the morning, not 5:15 p.m.
Who counts as a large accelerated filer
In broad terms, a company is a large accelerated filer if its public float (the market value of common equity held by non-affiliates) was $700 million or more as of the last business day of its most recently completed second fiscal quarter, and it meets the other conditions in the Exchange Act Rule 12b-2 definition, including having been subject to reporting requirements for at least 12 calendar months and having filed at least one annual report. Status is measured once a year, on that Q2 date, and the result governs the deadlines for the 10-K covering that fiscal year and the following year's 10-Qs. The mechanics, including how you exit large accelerated status, are covered in our guide to determining filer status.
The NT 10-K extension: 15 extra days, with conditions
If the 10-K cannot be filed on time, Rule 12b-25 offers a narrow relief valve. File a Form 12b-25 (styled NT 10-K) no later than one business day after the due date, and the 10-K is treated as timely if filed within 15 calendar days after the original due date. The extension is automatic only if the conditions in the rule are met, including a representation that the report could not be filed on time without unreasonable effort or expense. It is not a discretionary grace period you can take for convenience, and it cannot be stacked. The details and the common mistakes are in our Form 12b-25 guide.
What breaks if you miss it
For a large accelerated filer, a late 10-K is a market event, not an administrative one. The immediate consequences include loss of Form S-3 eligibility (which requires 12 months of timely Exchange Act reporting), Rule 144 current-public-information problems for affiliates and holders of restricted securities, an exchange deficiency notice with a required public announcement, and hard questions from lenders and D&O underwriters. The full sequence, the exchange compliance-plan process, and a first-48-hours checklist are in our pillar guide: what actually happens when you file late.
Enter your fiscal year end and filer status once, and get every 10-K, 10-Q, and proxy date for the year, with the weekend roll-forwards already applied.
Build my SEC deadline calendar →FAQ
When is the 10-K due for a large accelerated filer with a December 31 year end?
60 days after year end, generally March 1 (February 29 when the following February has 29 days), rolling to the next business day if it lands on a weekend or federal holiday.
Can we extend the deadline?
Only via Form 12b-25, filed no later than one business day after the due date, which gives 15 calendar days if the rule's conditions are met. There is no second extension.
What if the due date falls on a Saturday or holiday?
Rule 0-3(a) rolls the deadline forward to the next business day.
Our float dropped below $700 million this year. Does the deadline change immediately?
No. Filer status is determined as of the last business day of your second fiscal quarter and applies to that fiscal year's 10-K. Exiting large accelerated status also uses lower thresholds than entering it; see the filer status guide.
What happens if we miss even the NT 10-K window?
The report is delinquent from the original due date. S-3 eligibility, Rule 144 reliance, and the exchange notice process are all in play. Start with the late filing guide and loop in securities counsel the same day.
Is the 10-Q deadline also 60 days?
No. 10-Qs are due 40 days after quarter end for large accelerated and accelerated filers, 45 days for non-accelerated filers. See 10-Q deadlines by filer status.
Racing a 60-day deadline with an open technical accounting question? We do fixed-scope pre-filing reviews for smaller reporting teams, run by a US CPA who files these forms in his own seat. Tell us where it hurts.