A non-accelerated filer must file its annual report on Form 10-K within 90 calendar days after the end of its fiscal year. This is the deadline that applies to most small US-listed companies: public float under $75 million, or a low-revenue smaller reporting company excluded from accelerated status. It is the longest of the three annual deadlines, and in our experience it is also the one missed most often, because small teams treat 90 days as slack rather than as schedule.
The deadline at a glance
| Filer status | Form 10-K deadline | December 31 year end: due date |
|---|---|---|
| Large accelerated filer (float of $700M or more) | 60 days after fiscal year end | Generally March 1 |
| Accelerated filer (float of $75M to under $700M) | 75 days after fiscal year end | Generally March 16 |
| Non-accelerated filer (float under $75M, or low-revenue SRC) | 90 days after fiscal year end | Generally March 31; next business day if it falls on a weekend or holiday |
The count is in calendar days. For a December 31, 2026 year end: 31 days in January, 28 in February 2027, 31 in March, and day 90 lands on March 31, 2027. When the following February has 29 days, day 90 lands on March 30. Under Exchange Act Rule 0-3(a), a due date on a Saturday, Sunday, or federal holiday rolls forward to the next business day.
SRC and non-accelerated: related, not the same thing
Two separate tests get conflated constantly, and the conflation causes real errors:
- Filer status (large accelerated, accelerated, non-accelerated) sets your deadlines and drives the SOX 404(b) auditor attestation requirement.
- Smaller reporting company status sets your disclosure scaling: two years of audited financial statements instead of three, scaled executive compensation disclosure, no Item 301 selected financial data, and other Reg S-K accommodations. In broad terms, SRC status is available with public float under $250 million, or with annual revenues under $100 million and float under $700 million.
Most SRCs are also non-accelerated filers, so the 90-day deadline usually applies. But an SRC with float of $75 million or more can simultaneously be an accelerated filer with a 75-day deadline and a 404(b) attestation, unless the SEC's 2020 low-revenue carve-out (annual revenues under $100 million) keeps it non-accelerated. If you are near a boundary, work through our filer status guide and confirm with counsel; do not infer your deadline from the SRC box on your cover page.
The NT 10-K extension
If the 10-K will not be ready, Rule 12b-25 is the only extension that exists. File Form 12b-25 (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 of the original due date. The extension applies automatically only when the rule's conditions are met, including the representation that the report could not be filed without unreasonable effort or expense. For small companies the usual honest reasons are auditor scheduling, a late-breaking impairment or going-concern analysis, or a restatement question. What the form requires and where filers go wrong: our Form 12b-25 guide.
Auditor timing is the whole game
For a non-accelerated filer, the 10-K critical path is almost always the audit, not the writing. Practical planning points we see work:
- Agree the audit timeline in writing before year end, with a substantive-completion date at least two weeks before the filing deadline.
- Close the big judgment areas early: impairment triggers, going concern, complex equity instruments (warrants and convertibles are the classic small-cap restatement drivers).
- Leave real time for XBRL tagging and a disclosure-completeness pass. A clean audit with a thin MD&A still draws SEC comment letters.
If Part III (directors, compensation, governance) is incorporated by reference to your proxy statement, the definitive proxy is due within 120 days of fiscal year end. Calendar it with the 10-K, not after.
If you miss it anyway
Delinquency runs from the original due date: Form S-3 eligibility (12 months of timely filing) is gone, Rule 144's current-public-information condition fails, and Nasdaq or NYSE American will send a deficiency notice that has to be publicly disclosed. The step-by-step fallout and the recovery playbook are in the 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 weekend roll-forwards already applied.
Build my SEC deadline calendar →FAQ
When is the 10-K due for a non-accelerated filer with a December 31 year end?
90 days after year end, generally March 31 (March 30 when the following February has 29 days), rolling forward to the next business day if it lands on a weekend or federal holiday.
Is the SRC deadline different from the non-accelerated deadline?
SRC status does not set deadlines. Most SRCs are non-accelerated filers (90 days), but an SRC can be an accelerated filer (75 days) if its float is $75 million or more and the low-revenue carve-out does not apply.
Can we extend the 90 days?
Only via Form 12b-25: file it within one business day after the due date and get 15 calendar days, if the rule's conditions are met. There is no further extension.
Do we need a SOX 404(b) auditor attestation?
Non-accelerated filers are generally exempt from the auditor attestation, though management's own ICFR assessment is still required. Confirm your specific facts with your auditor.
When is our proxy due?
If the 10-K incorporates Part III by reference, the definitive proxy must be filed within 120 days of fiscal year end.
What happens if we blow through both the deadline and the NT window?
You are delinquent from the original due date. Read the late filing guide, brief the board, and get securities counsel involved the same day.
Small team, 90-day clock, and an auditor who goes quiet in February? We do fixed-scope pre-filing reviews and filing-calendar triage for micro-cap reporting teams, run by a US CPA who files these forms in his own seat. Tell us where it hurts.