Smaller Reporting Company (SRC)

A smaller reporting company (SRC) is an issuer with a public float below $250 million, or with annual revenues below $100 million and either no public float or a float below $700 million, that may use the SEC's scaled-down disclosure requirements in its registration statements and periodic reports.

The definition appears in both Exchange Act Rule 12b-2 and Item 10(f) of Regulation S-K. Investment companies, asset-backed issuers, and majority-owned subsidiaries of a parent that is not itself an SRC are excluded.

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

There are two ways in. The float test looks only at public float: under $250 million qualifies regardless of revenue. The revenue test is for companies with less than $100 million in revenue, and lets them qualify with a float as high as $700 million, or with no float at all. For a reporting company, float is measured on the last business day of the second fiscal quarter, and revenue is taken from the latest fiscal year with audited financial statements. The determination is annual, and a change generally first shows on the cover of the 10-Q for the next year's first quarter.

Getting back in after exceeding a threshold is harder than getting in the first time. A company that lost SRC status must show a float under $200 million, or meet lower re-entry figures — such as a float under $560 million or revenue under $80 million — depending on which threshold it crossed. The gap prevents companies near the edge from qualifying and disqualifying year to year.

What SRC status buys is lighter disclosure, chosen item by item under Item 10(f). Form 10-K lets an SRC skip Item 1A risk factors entirely and present financial statements under Article 8 of Regulation S-X, and its MD&A need only cover the two-year period Article 8 requires. SRC status is a disclosure category, not a deadline category — the filing calendar still comes from accelerated filer status, and qualifying under the revenue test keeps a company out of both accelerated tiers.