An accelerated filer is an SEC reporting company that meets Rule 12b-2’s public-float, reporting-history, annual-report and smaller-reporting-company revenue-test conditions. The designation generally means a 75-day Form 10-K deadline, a 40-day Form 10-Q deadline and an auditor’s report on internal control over financial reporting, subject to applicable exemptions.

Current status checked October 13, 2026: The SEC’s May 2026 filer-status reform remains listed as a proposal. The current Rule 12b-2 framework described below still includes accelerated, large accelerated and non-accelerated filers. A proposal does not change a company’s filing calendar by itself.

Who Qualifies as an Accelerated Filer?

Under Rule 12b-2, a company first becomes an accelerated filer when it meets all four conditions at fiscal year-end:

1. Its worldwide voting and non-voting common equity held by non-affiliates had a market value of at least $75 million but less than $700 million, measured on the last business day of its most recently completed second fiscal quarter.
2. It has been subject to Exchange Act Section 13(a) or 15(d) reporting requirements for at least 12 calendar months.
3. It has filed at least one annual report under those reporting requirements.
4. It is not eligible for smaller reporting company requirements under the applicable revenue test in Rule 12b-2. Initial and subsequent qualification tests can differ.

Public float is not total market capitalization: affiliate holdings are excluded. The rule defines an affiliate by control, controlled-by or common-control relationships. Use the prescribed last-sale price or average bid-and-asked price in the principal market, not an arbitrary year-end share price.

A large accelerated filer initially meets the same reporting-history, annual-report and revenue-test conditions, with public float of $700 million or more. A company that does not qualify for either accelerated category is non-accelerated. Existing accelerated filers also need the separate retention and exit tests below; the entry thresholds are not a complete annual classification tool.

This explanation focuses on domestic issuers filing Forms 10-K and 10-Q. Do not apply that calendar automatically to foreign private issuers using Forms 20-F or 40-F. Business development companies have a special Rule 12b-2 provision using annual investment income for the revenue test; that treatment does not make them generally eligible for smaller reporting company disclosures.

Filing Deadlines and Internal-Control Consequences

The following are the ordinary deadlines after the relevant fiscal period ends, under Form 10-K, General Instruction A(2) and Form 10-Q, General Instruction A(1):

Form 10-Q covers the first three fiscal quarters; no fourth-quarter Form 10-Q is required. These intervals are not a company-specific due-date calculation or a description of every transition report or filing accommodation.

The Sarbanes-Oxley Section 404(b) consequence concerns an auditor’s attestation on internal control over financial reporting (ICFR). It is distinct from an audit of the financial statements. Regulation S-K Item 308(b) requires the ICFR attestation for accelerated and large accelerated filers other than emerging growth companies. Item 308 also provides a newly public company transition: management’s ICFR report and the auditor attestation need not be provided until the company had been required to file, or had filed, an annual report for the prior fiscal year.

Being non-accelerated or exempt from auditor attestation does not generally eliminate management’s own ICFR responsibilities and assessment. The SEC’s 2020 compliance guide expressly distinguishes Section 404(a) management obligations from Section 404(b) auditor attestation. “Smaller reporting company” alone is not an attestation exemption if the company is also accelerated and no other exemption applies.

Why Smaller Reporting Company Status Can Overlap

Smaller reporting company (SRC) status concerns eligibility for scaled disclosure requirements. It is not a fourth, mutually exclusive filing-speed category.

For initial SRC eligibility, an otherwise eligible issuer qualifies with public float below $250 million, or with annual revenues below $100 million and either no public float or public float below $700 million. Use revenues from the most recently completed fiscal year for which audited financial statements are available. The definition excludes certain entities, including investment companies, asset-backed issuers and majority-owned subsidiaries of a non-SRC parent.

Only eligibility under the applicable SRC revenue test, not the public-float-only test, excludes an issuer from accelerated filer status. Two fictional examples illustrate the difference. Assume each company meets the reporting-history and annual-report conditions, has no special entity exclusion, and is being assessed under the initial tests:

• Company A: $200 million public float and $150 million annual revenue. It qualifies as an SRC under the below-$250-million float test, but does not qualify under the revenue test. It can be both SRC and accelerated, with 75-day/40-day ordinary deadlines.
• Company B: $200 million public float and $90 million annual revenue. It qualifies under the SRC revenue test, so it is non-accelerated, with 90-day/45-day ordinary deadlines.

Neither “all SRCs are non-accelerated” nor “float above $75 million always means accelerated” is a reliable shortcut.

Annual Reassessment, Exit Thresholds and Timing

Measure public float at the second-quarter date, then determine accelerated filer status at fiscal year-end. That determination governs the Form 10-K for the fiscal year just ended and subsequent periodic reports while that status continues. It does not immediately change the next Form 10-Q deadline merely because the second-quarter measurement changed.

Under Rule 12b-2’s entry/exit provisions:

• An existing accelerated filer exits to non-accelerated if the relevant float falls below $60 million, or it becomes eligible under the applicable SRC revenue test.
• An existing large accelerated filer exits that category if float falls below $560 million, or it qualifies under the applicable SRC revenue test. With float of at least $60 million but below $560 million, and no revenue-test exclusion, it becomes accelerated; below $60 million or with the revenue-test exclusion, it becomes non-accelerated.
• Re-entry requires meeting the applicable initial accelerated or large accelerated conditions again. Conversely, an accelerated filer meeting the large accelerated conditions moves into that category.

For example, an existing accelerated filer with $70 million float and no SRC revenue-test exclusion remains accelerated; a previously non-accelerated company with the same float does not meet the $75 million entry threshold. At exactly $60 million or $560 million, the respective below threshold is not met.

SRC requalification also has lower thresholds after an issuer previously failed eligibility. The public-float route uses below $200 million, but that route alone does not supply the accelerated-filer revenue exclusion. For the revenue route, Rule 12b-2’s subsequent-qualification table requires revenues below $80 million after the prior $100 million revenue threshold was met or exceeded, and float below $560 million after the prior $700 million float threshold was met or exceeded. Where only one threshold was exceeded, the other retains its ordinary limit. If both were exceeded, both lower limits apply. Check the actual prior qualification history before assuming a drop below $100 million is enough.

Current Rules Versus the 2026 Proposal

The SEC’s May 19, 2026 proposal, S7-2026-18, would streamline filer statuses into large accelerated and non-accelerated categories, raise large accelerated qualification requirements, broaden accommodations and extend reporting deadlines for the smallest non-accelerated issuers. These are proposed changes, not the operative rules described above.

The 2020 adopted amendments added the SRC revenue exclusion and revised exit thresholds; they took effect April 27, 2020. The current eCFR display was updated through October 8, 2026 when checked for this entry. Keep the current thresholds and deadlines separate from proposed replacements, and check any later final rule’s effective date and transition provisions before changing a filing calendar.

Practical Status-Review Checklist

Use this as a preparation aid for the company’s legal and finance review, not an automatic eligibility determination:

1. Identify the reporting forms, issuer type, fiscal year-end and prior filer/SRC status.
2. Retain the second-quarter float calculation, price source and documented affiliate analysis.
3. Confirm the 12-month reporting history and at least one filed annual report.
4. Test SRC revenue eligibility using available audited annual revenues and the applicable initial or requalification thresholds.
5. Apply entry, retention or exit rules at year-end; record which status controls that year’s Form 10-K and later Forms 10-Q.
6. Confirm emerging growth company status, any newly public transition and ICFR attestation obligations separately from financial-statement audit requirements.
7. Update the filing calendar and cover-page classifications; verify current rules and any applicable filing accommodations before submission.

Common Questions

Does accelerated status mean the company files monthly? No. The ordinary Form 10-K and Form 10-Q deadlines become shorter; the designation does not create a monthly reporting cycle.

Is status permanent? No. Annual reassessment can change it, but the exit thresholds differ from entry thresholds.

Can a company be both accelerated and an SRC? Yes. Company A above shows why float-based SRC eligibility does not automatically satisfy the revenue-based exclusion.