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SEC Filings Glossary

Accelerated Filer

Definition

An accelerated filer is an SEC-reporting company with a public float of at least $75 million but less than $700 million, measured on the last business day of its second fiscal quarter, that files its annual and quarterly reports on a shorter schedule than smaller issuers.

It is the middle tier of the filer-status system in Exchange Act Rule 12b-2, sitting between large accelerated filers above and non-accelerated filers below. Public float here means the worldwide market value of voting and non-voting common equity held by non-affiliates.

Full guide: SEC Filing Deadlines by Filer Status: The Calendar

Details

Rule 12b-2 adds three conditions beyond the float range. The company must have been subject to reporting under Section 13(a) or 15(d) of the Exchange Act for at least twelve calendar months, must have filed at least one annual report, and must not be eligible for smaller reporting company treatment under that definition's revenue test. The last condition means a company with modest revenues can hold a float above $75 million and still be a non-accelerated filer. Status is set once a year, at fiscal year end.

The deadlines follow from the label. Form 10-K's General Instruction A gives an accelerated filer 75 days after fiscal year end, fifteen days more than a large accelerated filer and fifteen fewer than a non-accelerated filer. Form 10-Q gives it 40 days after quarter end, the same as a large accelerated filer. Accelerated filers are also among the companies that must disclose unresolved SEC staff comments in Item 1B of the 10-K.

Leaving the category requires falling below $60 million in float, or qualifying as a smaller reporting company under the revenue test. Either one moves the company to non-accelerated status, and it cannot return until it again meets the original entry conditions. For investors, the status is a quick read on size and a signal of when the next report is due.

FAQ

Q: What makes a company an accelerated filer?

A: A public float of $75 million or more but under $700 million, at least twelve months of Exchange Act reporting, at least one annual report on file, and ineligibility for smaller reporting company status under the revenue test. All four must be met as of fiscal year end.

Q: How long does an accelerated filer have to file a 10-K and 10-Q?

A: It has 75 days after fiscal year end for the Form 10-K and 40 days after each of the first three fiscal quarters for the Form 10-Q.

Q: Can a company be both an accelerated filer and a smaller reporting company?

A: Yes. A company whose float is at least $75 million but below $250 million qualifies as a smaller reporting company on float alone, yet can still meet the accelerated filer conditions, because only the revenue-test route to smaller reporting company status excludes it.

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