Filer status decides your deadlines, your SOX 404(b) obligation, and part of your audit fee. Smaller reporting company (SRC) and emerging growth company (EGC) status decide how much you disclose. The three regimes overlap, share a measurement date, and are checked on your 10-K cover page in public. Getting them wrong is not cosmetic: mark yourself accelerated when you are not and you have publicly shortened your own 10-K deadline by 15 days.
Step 1: the measurement date
Public float, the aggregate market value of common equity held by non-affiliates, is measured as of the last business day of your most recently completed second fiscal quarter. For a calendar-year company, that is on or around June 30. Compute it as shares held by non-affiliates times the market price on that day, document the affiliate analysis (officers, directors, 10 percent holders, and anyone else under common control), and keep the workpaper. The number is disclosed on the 10-K cover page, and the whole year's compliance calendar hangs off it.
Step 2: filer status (this sets your deadlines)
| Status | Public float test (broad terms) | 10-K deadline | 10-Q deadline | SOX 404(b) attestation |
|---|---|---|---|---|
| Large accelerated filer | $700M or more | 60 days | 40 days | Yes |
| Accelerated filer | $75M to under $700M | 75 days | 40 days | Yes |
| Non-accelerated filer | Under $75M, or a low-revenue SRC | 90 days | 45 days | Generally no |
Accelerated and large accelerated status also require at least 12 months of reporting history and at least one filed annual report, so a newly public company generally starts as a non-accelerated filer regardless of size. And under the SEC's 2020 amendments, a company that qualifies as an SRC under the revenue test (annual revenues under $100 million) is generally excluded from accelerated and large accelerated status even above $75 million of float. That carve-out is the single most missed nuance in this area: it moves real companies from a 75-day clock and a 404(b) attestation to a 90-day clock without one.
Step 3: transitions work on different thresholds
Entry and exit are asymmetric, by design, to stop companies from flapping between statuses on market noise. In broad terms:
- A large accelerated filer stays one until float falls below $560 million at a measurement date (dropping to accelerated if still $60 million or more, or further if lower).
- An accelerated filer stays one until float falls below $60 million (or it qualifies for the low-revenue SRC carve-out).
- Once you lose SRC status, requalifying requires float below $200 million, or the lower re-entry thresholds under the revenue test.
So a company at $80 million of float that entered accelerated status does not exit by drifting to $70 million; it needs to fall below $60 million. Model this before assuming next year's calendar. These transition thresholds have specific mechanics in the Rule 12b-2 definitions: verify against the current rule text with counsel before relying on them.
Step 4: layer on SRC and EGC (these set your disclosure)
Smaller reporting company
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 (including zero float). SRCs get scaled disclosure: two years of audited financials instead of three, scaled compensation disclosure, and other Reg S-K accommodations. SRC status does not set deadlines; a $150 million float SRC can be an accelerated filer on the 75-day clock. The two boxes on your cover page are independent, and both must be right.
Emerging growth company
EGC is the JOBS Act regime, and it is time-limited: it generally lasts up to five years after the IPO, ending earlier if annual revenues exceed the inflation-adjusted cap (currently about $1.235 billion), if the company becomes a large accelerated filer, or after issuing more than $1 billion of non-convertible debt over three years. EGC accommodations include 404(b) exemption and reduced compensation disclosure. A company can be EGC, SRC, and non-accelerated all at once (a typical small IPO), and it sheds those statuses on different clocks; put the EGC expiry date in the compliance calendar the day you price the IPO.
The order of operations, compressed
- On the last business day of Q2, compute float and document the affiliate analysis.
- Apply the filer status tests, including the transition thresholds if you had a status last year and the low-revenue carve-out if revenues are under $100 million.
- Apply the SRC tests separately. Then check whether EGC status survives.
- Rebuild the deadline calendar from the result, and make the 10-K cover page match.
Pick the filer status you determined above (the built-in helper table shows the thresholds) and your fiscal year end, and the deadline calendar builds the full filing calendar, NT windows included.
Build my SEC deadline calendar →FAQ
When is float measured?
The last business day of your most recently completed second fiscal quarter, once a year. Interim swings do not change status mid-year.
What are the basic thresholds?
Large accelerated at $700M or more of float; accelerated at $75M to under $700M; non-accelerated below $75M, plus the low-revenue SRC carve-out that keeps sub-$100M-revenue companies non-accelerated.
Our float fell from $750M to $650M. Are we still large accelerated?
Generally yes: the exit threshold is $560M, not $700M. You would remain large accelerated until a measurement-date float below $560M.
Can we be SRC and accelerated at the same time?
Yes, typically with float between $75M and $250M and revenues of $100M or more. Scaled disclosure with a 75-day 10-K and 404(b).
When does EGC status end?
At the latest, five years after the IPO; earlier on crossing the revenue cap (about $1.235B, inflation-adjusted), becoming a large accelerated filer, or the $1B non-convertible debt test.
Which status controls our deadlines?
Filer status only. See 10-Q deadlines by filer status and the three 10-K deadline guides.
Sitting near a threshold and not sure which boxes to check? We run the status analysis and rebuild the compliance calendar as a fixed-scope engagement. Ask us.