Filing Deadlines Reference
17 CFR 240.13a-1, 240.13a-13, 240.13a-11
SEC filing deadlines vary by form type and the registrant's filer category. Filer categories are determined primarily by public float (the aggregate market value of the registrant's voting and non-voting common equity held by non-affiliates) as of the last business day of the most recently completed second fiscal quarter.
All deadlines are measured in calendar days after the end of the relevant fiscal period, unless otherwise specified. If a deadline falls on a Saturday, Sunday, or federal holiday, the filing is due on the next business day.
Periodic Report Deadlines
| Filer Category | Threshold | 10-K | 10-Q | Proxy |
|---|---|---|---|---|
| Large Accelerated Filer | Public float >= $700M | 60 days | 40 days | 120 days* |
| Accelerated Filer | $75M <= float < $700M | 75 days | 40 days | 120 days* |
| Non-Accelerated Filer | Public float < $75M | 90 days | 45 days | 120 days* |
| Smaller Reporting Company | Float < $250M or rev < $100M | 90 days | 45 days | 120 days* |
| Emerging Growth Company | Rev < $1.235B, IPO < 5 yrs | 90 days | 45 days | 120 days* |
* Proxy statement deadline shown is for incorporation by reference into 10-K Part III (must be filed within 120 days after fiscal year end). The actual proxy mailing deadline depends on the shareholder meeting date (at least 40 calendar days before the meeting, or 20 business days under Notice and Access).
Calendar Examples (December 31 Fiscal Year End)
| Form (Filer) | Deadline | Due Date | NT Filing Due | Extension |
|---|---|---|---|---|
| 10-K (LAF) | 60 days | March 1 | March 1 (NT 10-K) | 15 calendar days |
| 10-K (AF) | 75 days | March 16 | March 16 (NT 10-K) | 15 calendar days |
| 10-K (NAF/SRC/EGC) | 90 days | March 31 | March 31 (NT 10-K) | 15 calendar days |
| 10-Q (LAF/AF) -- Q1 | 40 days | May 10 | May 10 (NT 10-Q) | 5 calendar days |
| 10-Q (NAF/SRC/EGC) -- Q1 | 45 days | May 15 | May 15 (NT 10-Q) | 5 calendar days |
| 10-Q (LAF/AF) -- Q2 | 40 days | August 9 | August 9 (NT 10-Q) | 5 calendar days |
| 10-Q (NAF/SRC/EGC) -- Q2 | 45 days | August 14 | August 14 (NT 10-Q) | 5 calendar days |
| 10-Q (LAF/AF) -- Q3 | 40 days | November 9 | November 9 (NT 10-Q) | 5 calendar days |
| 10-Q (NAF/SRC/EGC) -- Q3 | 45 days | November 14 | November 14 (NT 10-Q) | 5 calendar days |
Current Report and Ownership Deadlines
| Form | Deadline | Notes |
|---|---|---|
| Form 8-K | 4 business days after triggering event | Items 2.02 and 7.01 are furnished, not filed. Most other items are filed. |
| Form 8-K/A | No specific deadline; filed to amend or supplement a prior 8-K | Should be filed promptly after discovering the need for correction or additional information. |
| Form 4 (Insider Trading) | 2 business days after the transaction | Certain transactions have different deadlines; Form 5 covers transactions not reported on Form 4. |
| Form 3 (Initial Insider) | 10 days after becoming an officer, director, or 10% owner | Must be filed before the first transaction in the issuer's equity securities. |
| SC 13D (5% Ownership) | 5 business days after crossing the 5% threshold | Amendments due promptly upon material changes. SC 13G (passive investors) has different deadlines. |
NT Filing Rules (Form 12b-25)
If a registrant cannot file a 10-K or 10-Q by the original due date, it may file a Notification of Late Filing (Form NT 10-K or NT 10-Q) under Rule 12b-25 (17 CFR 240.12b-25) to obtain a limited extension:
- NT 10-K: Must be filed no later than the original 10-K due date. Provides an additional 15 calendar days to file the 10-K.
- NT 10-Q: Must be filed no later than the original 10-Q due date. Provides an additional 5 calendar days to file the 10-Q.
- The NT form must include the reasons the filing cannot be made on time and, for annual reports, must include the expected date of filing.
- The registrant must make a good-faith effort to file within the extended period. Repeated reliance on NT filings may affect the registrant's eligibility to use Form S-3 for securities offerings.
- An NT filing does not relieve the registrant from liability for late filing under Section 13(a) if the report is not ultimately filed within the extended period.
Filer Category Definitions
Large Accelerated Filer (LAF)
17 CFR 240.12b-2Issuer with public float of $700 million or more as of the last business day of the most recently completed second fiscal quarter; has been subject to Exchange Act reporting for at least 12 months; has filed at least one annual report; and is not eligible to be a smaller reporting company.
Accelerated Filer (AF)
17 CFR 240.12b-2Issuer with public float of $75 million or more but less than $700 million; has been subject to Exchange Act reporting for at least 12 months; has filed at least one annual report; and is not eligible to be a smaller reporting company with less than $100 million in revenue.
Non-Accelerated Filer (NAF)
17 CFR 240.12b-2Issuer with public float less than $75 million, or an issuer that does not meet the other criteria for accelerated or large accelerated filer status.
Smaller Reporting Company (SRC)
17 CFR 240.12b-2Issuer with public float less than $250 million; or, if public float is zero or cannot be calculated, with annual revenues less than $100 million. An issuer with public float between $250M-$700M qualifies as SRC if revenues are less than $100 million.
Emerging Growth Company (EGC)
Securities Act Section 2(a)(19)Issuer that had total annual gross revenues of less than $1.235 billion (inflation-adjusted) during its most recently completed fiscal year, and has not sold more than $1 billion in non-convertible debt in the prior three years, and is not a large accelerated filer, and has not been an Exchange Act reporting company for more than five years from its IPO date.
Grace Period for Weekends and Holidays
Per Rule 0-3 (17 CFR 240.0-3), if the last day for filing any report falls on a Saturday, Sunday, or federal holiday, the report is deemed timely if filed on the next business day. Additionally, EDGAR filings submitted after 5:30 PM Eastern Time on a business day are considered filed on the next business day for purposes of the filing date, though the actual submission timestamp is recorded.