A non-accelerated filer is any SEC-reporting company that does not meet the conditions to be an accelerated filer or a large accelerated filer, and so receives the longest standard deadlines for its annual and quarterly reports: 90 days for a Form 10-K and 45 days for a Form 10-Q.
Rule 12b-2 under the Exchange Act defines the two accelerated categories in detail; non-accelerated status is simply what is left over. It is one of the check boxes on the cover of every 10-K and 10-Q.
Full guide: SEC Filing Deadlines by Filer Status: The Calendar
A company typically lands here for one of four reasons. Its public float — the worldwide market value of common equity held by non-affiliates, measured on the last business day of its second fiscal quarter — is below $75 million. Or it has not yet been reporting under Section 13(a) or 15(d) for twelve calendar months. Or it has not yet filed its first annual report. Or it is eligible for smaller reporting company status under the revenue test, which Rule 12b-2 carves out of both accelerated categories regardless of float. That last route means some companies with sizable market values still file on the non-accelerated calendar.
Companies can also move down into this tier. An accelerated filer becomes non-accelerated when its year-end determination shows a float under $60 million or revenue-test eligibility, and a large accelerated filer drops straight here on the same grounds. The change governs the deadlines starting with the annual report for the year of the determination.
The practical consequences go beyond timing. The SEC's rules call for an auditor's attestation report on internal control over financial reporting from accelerated and large accelerated filers; a non-accelerated filer still includes management's own assessment but generally not the auditor's attestation. The 10-K cover page has a separate check box stating whether that attestation was filed, so investors can see which kind of review the company's controls received.
A: Form 10-K is due 90 days after the end of the fiscal year it covers. Form 10-Q is due 45 days after the end of each of the first three fiscal quarters; no 10-Q is filed for the fourth quarter.
A: No. Non-accelerated filer is a deadline category, while smaller reporting company is a scaled-disclosure category. The two often overlap, and a company can check both boxes, but each has its own test in Rule 12b-2.
A: Generally not. The auditor attestation on internal control over financial reporting is required of accelerated and large accelerated filers. Management's own assessment of those controls is still required in the annual report.
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