The 2020 rule that beats a float table: why $400M of float can still mean 90 days, not 75

Filer status is not something you look up on a float table. It decides whether a 10-K is due 60, 75 or 90 days after fiscal year end, and two things a table cannot show change the answer: the thresholds for entering and leaving a status are not the same number, and since 2020 a revenue test can override float entirely, no matter how large the float is. A company with $400M of public float and $60M of annual revenue is a non-accelerated filer — 90 days for its 10-K, not 75 — the same deadline as a company with no public float at all.

The rule, in its own words

Exchange Act Rule 12b-2 sets the float thresholds: an issuer becomes an accelerated filer at "$75 million or more, but less than $700 million" of public float, and a large accelerated filer at $700 million or more. Separately, the smaller-reporting-company definition's revenue test applies to an issuer that "Had annual revenues of less than $100 million and either: (i) No public float; or (ii) A public float of less than $700 million." Rule 12b-2(1)(iv) and (2)(iv) then exclude any issuer eligible for that revenue test from accelerated and large accelerated status outright — the float thresholds never get read.

The stickiness a table cannot show

Before the revenue test, the plainer trap is that the float thresholds are not symmetric. An issuer enters accelerated-filer status at $75M of float but does not leave until float falls below $60M. Apply the rule at $65M of float with everything else held constant, and the answer depends entirely on what the company was the year before: an issuer that was already an accelerated filer stays one — "the status is RETAINED under 12b-2(3)(ii)" — while an issuer that was non-accelerated the year before stays non-accelerated at the same $65M. Same float, opposite answer, because the rule reads last year's status as an input to this year's.

The revenue test, run on real figures

Take a company at $400M of public float — comfortably inside the $75M–$700M accelerated band on a float table alone — and give it $60M of annual revenue. The rule's own answer is non-accelerated, and the reason it names is exactly the test: "Revenue $60M is under $100M and float $400M is under $700M, so the smaller-reporting-company revenue test applies." Change nothing but the revenue figure, to $110M, and the same $400M of float now produces accelerated filer, because the revenue test no longer qualifies and the ordinary float threshold decides instead. The float number never moved. The only thing that changed the outcome was revenue crossing $100M.

What 15 days looks like on an actual calendar

For a company with a December 31, 2026 fiscal year end, the 10-K General Instruction sets accelerated filers at 75 days and non-accelerated filers at 90. Apply both to the same date: an accelerated filer's 10-K is due Tuesday, March 16, 2027; a non-accelerated filer's is due Wednesday, March 31, 2027. Neither date lands on a weekend, so neither rolls under the weekend-and-holiday rule — the 15-day gap is the rule itself, not a coincidence of the calendar. Fifteen days is not a rounding error in a filing season: it is the difference between a draft that has cleared the audit committee and one that has not.

What this does not tell you

Filer status is arithmetic on the float and revenue figures you enter, once you have measured them correctly — and measuring public float itself is a judgment this tool does not make. Public float is the market value of common equity held by non-affiliates on the last business day of the second fiscal quarter, which means who counts as an affiliate is a real question with real consequences, and it is not one a calculator can answer from a ticker symbol. Neither is whether an issuer is carved out of the smaller-reporting-company revenue test as an investment company, an asset-backed issuer, or a majority-owned subsidiary of a non-SRC parent. What the arithmetic can do, reliably, is take the float, the revenue, and last year's status you supply and apply the rule's own asymmetric thresholds and the 2020 revenue test correctly, rather than defaulting to whichever status looks intuitive on a float alone.

We built a calculator that works out filer status this way instead of asking you to pick it, then builds the whole 10-K/10-Q/Form 3-4-5 calendar — with every weekend and holiday roll shown and named — off the answer. It is free, at unfoldcfo.com/free/sec-deadline-calendar.

Sources. 17 CFR 240.12b-2, "Accelerated filer and large accelerated filer" (1), (2), (3)(ii), (3)(iii), and "Smaller reporting company" (2), eCFR. Form 10-K General Instruction A (sec.gov). General information, not legal advice — a specific affiliate or carve-out determination should be confirmed with counsel.