Securities Law, NYSE, NASDAQ & OTC Markets Listings & Compliance

Navigating Periodic Reporting for U.S. Public Companies

As a public company in the U.S., staying on top of your reporting obligations under the Securities Exchange Act of 1934 (Exchange Act) is crucial. These requirements ensure transparency, keep investors informed about key developments, and help maintain market integrity. Whether you’re a newly public company or a seasoned issuer, understanding periodic reporting—Form 10-K, Form 10-Q, and current event (Form 8-K) reports—can prevent costly missteps.

What Makes a Company a “Reporting Company”?

A reporting company is one that has triggered ongoing disclosure obligations under the Securities Exchange Act of 1934. This can happen in three common ways:

1. Listing on a national exchange (Section 12(b))
   If you list securities on the NYSE, Nasdaq, or another national exchange, you must register with the SEC.
2. Hitting size thresholds (Section 12(g))
   Even without a listing, companies with more than 2,000 shareholders (or 500 who are not accredited investors) and over $10 million in assets must register.
3. Filing a public registration statement (Section 15(d))
   Companies that offer securities to the public via a registration statement (e.g., for debt or equity) automatically assume reporting responsibilities once the statement becomes effective.

Once subject to these rules, you’ll need to keep investors informed with ongoing filings.

The Core SEC Filings

Here are the three most important periodic reports:

• Form 10-K: The annual report, which includes audited financial statements, risk factors, Management’s Discussion and Analysis (MD&A), and disclosures regarding governance and internal controls.
• Form 10-Q: Quarterly updates with unaudited financials and narrative discussion.
• Form 8-K: Current reports that capture material events—like leadership changes, mergers, or financial restatements—within four business days.

Section 12 registrants also face additional rules like beneficial ownership reporting (Section 16) and proxy/tender offer regulations, while Section 15(d) issuers have lighter obligations in those areas.

Filer Categories and Deadlines

The SEC classifies issuers into categories that affect filing deadlines and disclosure complexity. Your status is determined annually based on “public float” (market value of non-affiliate-held shares) as of the last business day of your second fiscal quarter. Here’s the latest as of 2025:

• Large Accelerated Filer: Public float ≥ $700 million; must have been reporting for at least 12 months and filed one annual report: 10-K due in 60 days; 10-Q in 40 days.
• Accelerated Filer: Public float $75 million to < $700 million; same reporting history requirements: 10-K due in 75 days; 10-Q in 40 days.
• Non-Accelerated Filer: Public float < $75 million: 10-K due in 90 days; 10-Q in 45 days.
• Smaller Reporting Company (SRC): Public float < $250 million, or revenues < $100 million with public float < $700 million (or none): benefit from scaled disclosure and the longer non-accelerated deadlines. (e.g., fewer compensation details, no auditor attestation on internal controls under Section 404(b) of SOX).

IPO companies are automatically classified as non-accelerated filers for their first year, regardless of their market capitalization.

Amendments and Extensions: Fix errors with “/A” forms (e.g., Form 10-K/A)—file promptly, restating only affected sections. For extensions, use Form 12b-25 (NT 10-K/Q) by the next business day after the deadline: 15 days for 10-K, 5 for 10-Q, and no extensions for 8-K.

Consequences of Late or Missing Filings

Timely filing isn’t optional—delays violate the Exchange Act and can trigger SEC enforcement, though that’s rare for one-offs. Real risks include:

• Delisting from exchanges like NYSE/Nasdaq.
• Loss of Form S-3 eligibility (short-form registration) for 12 months.
• Temporary suspension of Form S-8 (employee stock plans) and Rule 144 resales until filed.
• Potential antifraud liability under Section 10(b) if omissions are material.

However, late 8-Ks under certain items (e.g., acquisitions) won’t kill S-3 eligibility. Company-specific fallout? Check debt covenants for defaults.

SEC Review and the Sarbanes-Oxley Act

The SEC reviews reports at least every three years (more for big institutions or new rules). Reviews can be full, financial-focused, or targeted. You’ll get comment letters; respond promptly, and amend if needed. Comments go public on EDGAR after 20 business days.

The Sarbanes-Oxley Act (SOX) applies to all reporting companies, enforcing strong governance:

• CEO and CFO certifications of financial reports.
• Stronger internal controls over financial reporting.
• Audit committee independence.
• Restrictions on loans to executives.
• Whistleblower protections.

Emerging growth companies (EGCs) and smaller filers may benefit from scaled or phased-in requirements, particularly around auditor attestation of internal controls.

Deregistering or Suspending Reporting

If your situation changes, you might exit reporting status. Deregistration and suspension of reporting obligations are possible under certain conditions, usually when shareholder numbers drop below specific thresholds. The process involves SEC filings, such as Form 25 (to delist) and Form 15 (to deregister).

Wrapping Up

• Know your category: Your public float determines your deadlines and disclosure requirements.
• Timely filing is critical: Missing deadlines affects eligibility for capital raises and can damage credibility.
• SOX compliance matters: Strong internal controls aren’t optional—they protect both companies and investors.
• Think long term: Even if you plan to go private, reporting obligations don’t just vanish.

If you have questions about SEC reporting requirements or would like to speak with a Securities Attorney, Hamilton & Associates Law Group, P.A. is ready to help. Our Founder, Brenda Hamilton, is a nationally known and recognized securities attorney with over two decades of experience assisting issuers worldwide with going public on the Nasdaq, NYSE, and OTC Markets. Since 1998, Ms. Hamilton has been a leading voice in corporate and securities law, representing both domestic and international clients across diverse industries and jurisdictions. Whether you are taking your company public, raising capital, navigating regulatory challenges, or entering new markets, Brenda Hamilton and her team deliver the experience, strategic insight, and results-driven representation you need to succeed.

To speak with a Securities Attorney, please contact Brenda Hamilton at 200 E Palmetto Rd, Suite 103, Boca Raton, Florida, (561) 416-8956, or by email at [email protected].

Hamilton & Associates | Securities Attorneys
Brenda Hamilton, Securities Attorney
200 E Palmetto Rd, Suite 103
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855
www.SecuritiesLawyer101.com