large accelerated filer
Large accelerated filer is a category of reporting company that must file certain Securities and Exchange Commission (SEC) periodic reports on an accelerated schedule. Under SEC Rule 12b-2, an issuer becomes a large accelerated filer after it meets all the following conditions as of the end of its fiscal year:
- Its public float (the market value of its voting and non-voting common equity held by non-affiliates) was $700 million or more as of the last business day of its most recently completed second fiscal quarter;
- It has been subject to the reporting requirements of Exchange Act § 13(a) or Exchange Act § 15(d) for at least twelve calendar months;
- It has filed at least one annual report; and
- It is not eligible to use the smaller reporting company revenue test specified in Rule 12b-2.
The status is important because it affects filing deadlines. A large accelerated filer must file its annual report on Form 10-K within 60 days after the end of its fiscal year, and its quarterly reports on Form 10-Q within 40 days after the end of each of the first three fiscal quarters.
Rule 12b-2 also explains when an issuer leaves large accelerated filer status. Once an issuer becomes a large accelerated filer, it remains one unless, at the end of a later fiscal year, its public float has fallen below $560 million, or it becomes eligible to use the specified smaller reporting company revenue test. Depending on its public float and revenue-test eligibility, the issuer may then become either an accelerated filer or a non-accelerated filer.
In May 2026, the SEC proposed amendments that would raise the public-float threshold for becoming a large accelerated filer from $700 million to $2 billion and make other changes to the filer-status framework. Unless adopted, those proposed amendments have not changed the current Rule 12b-2 definition.
[Last reviewed in June of 2026 by the Wex Definitions Team]
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