Amendments to the Accelerated Filer and Large 

Accelerated Filer Definitions Proposing Release

These slides provide copies of the figures and tables contained in the Commission’s 

discussion of the proposed amendments (Section II of the proposing release).

[The Securities and Exchange Commission, as a matter of policy, disclaims responsibility for any private publication or 

statement by any of its employees. The views expressed herein are those of the author and do not necessarily reflect 

the views of the Commission or of the author’s colleagues on the staff of the Commission.]
Figure 1: Definitions of SRC, Accelerated Filer, 

and Large Accelerated Filer after the SRC 

Amendments*

* This figure illustrates the current relationship among the SRC, Accelerated Filer, 

and Large Accelerated Filer definitions. This figure does not illustrate the proposed 

changes to the Accelerated Filer and Large Accelerated Filer definitions.
Table 1: Current and Proposed Accelerated 

Filer and Large Accelerated Filer Conditions

Current Accelerated Filer 

Conditions

Proposed Accelerated Filer 

Conditions

The issuer has a public float of 

$75 million or more, but less 

than $700 million, as of the last 

business day of the issuer’s most 

recently completed second fiscal 

quarter.

Same.

The issuer has been subject to 

the requirements of Exchange 

Act Section 13(a) or 15(d) for a 

period of at least twelve 

calendar months. 

Same.

The issuer has filed at least one 

annual report pursuant Exchange 

Act Section 13(a) or 15(d).

Same.

The issuer is not eligible to use 

the requirements for SRCs under 

the revenue test in paragraphs (2) 

or (3)(iii)(B), as applicable, of the 

“smaller reporting company” 

definition in Rule 12b-2.

Current Large Accelerated Filer 

Conditions

Proposed Large Accelerated 

Filer Conditions

The issuer has a public float of 

$700 million or more, as of the 

last business day of the issuer’s 

most recently completed second 

fiscal quarter.

Same.

The issuer has been subject to 

the requirements of Exchange 

Act Section 13(a) or 15(d) for a 

period of at least twelve 

calendar months. 

Same.

The issuer has filed at least one 

annual report pursuant 

Exchange Act Section 13(a) or 

15(d).

Same.

The issuer is not eligible to use 

the requirements for SRCs under 

the revenue test in paragraphs 

(2) or (3)(iii)(B), as applicable, of 

the “smaller reporting company” 

definition in Rule 12b-2.
Table 2: Existing Relationships between SRCs 

and Non-Accelerated and Accelerated Filers

Existing Relationships between SRCs and Non-Accelerated and Accelerated Filers

Status Public Float Annual Revenues

SRC and Non-Accelerated Filer Less than $75 million N/A

SRC and Accelerated Filer $75 million to less than $250 million N/A

$250 million to less than $700 million Less than $100 million

Accelerated Filer (not SRC) $250 million to less than $700 million $100 million or more
Table 3: Proposed Relationships between SRCs 

and Non-Accelerated and Accelerated Filers

Proposed Relationships between SRCs and Non-Accelerated and Accelerated Filers

Status Public Float Annual Revenues

SRC and Non-Accelerated Filer Less than $75 million N/A

$75 million to less than $700 million Less than $100 million

SRC and Accelerated Filer $75 million to less than $250 million $100 million or more

Accelerated Filer (not SRC) $250 million to less than $700 million $100 million or more
Table 4: Subsequent Determination of Filer Status 

Based on Public Float under Existing Requirements

Existing Requirements

Initial Public Float 

Determination

Resulting Filer Status Subsequent Public Float 

Determination

Resulting Filer Status

$700 million or more Large Accelerated Filer $500 million or more Large Accelerated Filer

Less than $500 million but 

$50 million or more

Accelerated Filer

Less than $50 million Non-Accelerated Filer

Less than $700 million but 

$75 million or more

Accelerated Filer Less than $700 million but 

$50 million or more

Accelerated Filer

Less than $50 million Non-Accelerated Filer
Table 5: Subsequent Determination of Filer Status 

Based on Public Float under Proposed Amendments

Proposed Amendments to the Public Float Thresholds

Initial Public Float 

Determination

Resulting Filer Status Subsequent Public Float 

Determination

Resulting Filer Status

$700 million or more Large Accelerated Filer $560 million or more Large Accelerated Filer

Less than $560 million but 

$60 million or more

Accelerated Filer

Less than $60 million Non-Accelerated Filer

Less than $700 million but 

$75 million or more

Accelerated Filer Less than $700 million but 

$60 million or more

Accelerated Filer

Less than $60 million Non-Accelerated Filer