July 11, 2022

Filer Status: It’s That Time of Year Again

This Goodwin blog reminds everybody that it’s time to conduct the public float calculation that you’ll need to determine your filer status for next year:

For public companies with a calendar year-end, now is the time of year for a company to conduct its public float calculation that will determine its Exchange Act reporting status as an accelerated filer, large accelerated filer, non-accelerated filer, smaller reporting company (SRC), and/or emerging growth company (EGC). The following is a very brief summary of the complex rules that govern filer status and qualification as an SRC or EGC.

For calendar year-end companies, a company’s filing status for Exchange Act reporting purposes is determined based in part on the company’s public float as of the end of the second fiscal quarter. As such, public companies with a calendar-year end should perform their public float calculations as of June 30, 2022 to determine what their filing status will be as of December 31, 2022 so that they can plan their SEC filing calendar accordingly. The filing status will determine the due date for the Form 10-K for the fiscal year ended December 31, 2022, as well as the due dates for the three 10-Qs filed in 2023.

The blog also notes that while public float doesn’t affect eligibility for EGC status, it can indirectly affect termination of EGC status. That’s because if an EGC becomes a large accelerated filer, its EGC status will terminate as of the last day of the current fiscal year.

John Jenkins