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SEC Filings Glossary

Large Accelerated Filer

Definition

A large accelerated filer is an SEC-reporting company whose public float — the worldwide market value of its common equity held by non-affiliates — was $700 million or more on the last business day of its second fiscal quarter, and which therefore faces the SEC's fastest deadlines for annual and quarterly reports.

The category is defined in Exchange Act Rule 12b-2. It is the top tier of a three-level system that also includes accelerated filers and non-accelerated filers, and a company declares its tier with a check box on the cover of every 10-K and 10-Q.

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

Details

Market value alone is not enough. Under Rule 12b-2, a company must also have been subject to Exchange Act reporting under Section 13(a) or 15(d) for at least twelve calendar months, must have filed at least one annual report, and must not qualify as a smaller reporting company under that definition's revenue test. The test is run once a year, as of fiscal year end, using the float measured at the end of the second quarter.

The status drives the calendar. General Instruction A of Form 10-K gives a large accelerated filer 60 days after fiscal year end to file its annual report, compared with 75 days for an accelerated filer and 90 for everyone else. Form 10-Q allows 40 days after quarter end, the same window accelerated filers get. The new status applies starting with the annual report for the year in which it was determined.

Dropping out takes more than dipping below $700 million. A large accelerated filer keeps the label until its float falls below $560 million; between $60 million and $560 million it steps down to accelerated filer, and below $60 million — or on qualifying under the smaller reporting company revenue test — it becomes a non-accelerated filer. That buffer keeps companies near the line from flipping categories every year.

FAQ

Q: What is the public float threshold for a large accelerated filer?

A: A company enters the category with a public float of $700 million or more, measured on the final business day of its latest second fiscal quarter. Once in, it stays until its float drops below $560 million.

Q: When is a 10-K due for a large accelerated filer?

A: The annual report on Form 10-K is due 60 days after the end of the fiscal year it covers. Quarterly reports on Form 10-Q are due 40 days after each of the first three fiscal quarters.

Q: Where can I see a company's filer status?

A: The cover page of each Form 10-K and 10-Q has a set of check boxes for large accelerated filer, accelerated filer, non-accelerated filer, smaller reporting company, and emerging growth company. The same cover page states the aggregate market value of non-affiliate common equity used in the calculation.

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