On August 27, 2025, the staff of the SEC's Division of Corporation Finance published new Exchange Act Rules Compliance and Disclosure Interpretation Question 130.05, which provides guidance on when an issuer may become an accelerated or large accelerated filer after it loses its status as a smaller reporting company.
An issuer that is eligible to be a smaller reporting company in the most recent fiscal year for which audited financial statements are available is excluded from the definition of "large accelerated filer" or an "accelerated filer." Thus, a domestic issuer will be not be categorized as a "large accelerated filer" or an "accelerated filer" if, as of the last day of the issuer's fiscal year, it is eligible to use the requirements for smaller reporting companies under the revenue test in paragraph (2) or (3)(iii)(B) of the "smaller reporting company" definition in Exchange Act Rule 12b-2, as applicable. Given this, the SEC staff provided a scenario illustrating the transition process:
Annual SRC Determination Timing:
- Assessment Date: Last business day of the issuer's second fiscal quarter of 2025
- Determination: Company no longer qualifies as a smaller reporting company
Resulting Filer Status Classification Changes:
- Fiscal Year 2026: Company becomes a non-accelerated filer for filings due during this period
- Form 10-Q Impact: Beginning with the Form 10-Q for the first fiscal quarter of 2026, the company becomes ineligible to use smaller reporting company requirements
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