Public companies report to the SEC on three recurring forms. The Form 10-K is the annual report and carries audited financial statements. The Form 10-Q is the quarterly report and carries reviewed, unaudited statements. The Form 8-K reports specified events as they happen. Each has its own clock, and each touches the independent auditor at a different point.
This page lays out the deadlines by filer status, the auditor's role in each form, and the 8-K items that involve the auditor directly. It paraphrases the SEC form instructions. Read the General Instructions to each form and Exchange Act Rule 12b-2 for the full text. SEC issuer audits follow PCAOB standards, not the AICPA's AU-C sections. See PCAOB vs AICPA standards.
What are the filing deadlines?
Annual report deadlines come from General Instruction A(2) of Form 10-K and depend on filer status, measured from the end of the fiscal year:
| Filer category | Form 10-K due | Form 10-Q due (after quarter end) |
|---|---|---|
| Large accelerated filer | 60 days | 40 days |
| Accelerated filer | 75 days | 40 days |
| All other registrants (non-accelerated) | 90 days | 45 days |
Form 8-K is due within four business days after the occurrence of the event, unless the form specifies otherwise (General Instruction B.1). If the event happens on a Saturday, Sunday or holiday on which the SEC is closed, the four business days start on the next business day.
Filer status is defined in Exchange Act Rule 12b-2. In general a large accelerated filer has a public float of $700 million or more, and an accelerated filer has a public float of $75 million or more but less than $700 million, measured as of the last business day of the most recently completed second fiscal quarter. A smaller reporting company with annual revenues below $100 million and public float below $700 million is generally not an accelerated filer. A company that cannot file on time can file Form 12b-25 (NT 10-K or NT 10-Q), which gives 15 calendar days for the 10-K and 5 for the 10-Q.
A 10-K or 10-Q due date that falls on a weekend or federal holiday rolls to the next business day.
A worked 2027 calendar
Illustrative, calendar-year companies for the year ended December 31, 2026, plus the first quarter of 2027. Day counts run from December 31 and March 31.
| Filer | Rule | Due date |
|---|---|---|
| Large accelerated | 60 days after Dec 31, 2026 | Monday, March 1, 2027 |
| Accelerated | 75 days | Tuesday, March 16, 2027 |
| Non-accelerated | 90 days | Wednesday, March 31, 2027 |
| Q1 2027 10-Q, accelerated or large accelerated | 40 days after March 31 | Monday, May 10, 2027 |
| Q1 2027 10-Q, non-accelerated | 45 days | Saturday May 15, rolls to Monday, May 17, 2027 |
Check: 31 days in January plus 28 in February is 59, so day 60 is March 1; day 75 is March 16; day 90 is March 31. April has 30 days, so 40 days after March 31 is May 10, and 45 is May 15.
What does the auditor do on each form?
Form 10-K. The audited financial statements and the auditor's report appear in Item 8. The PCAOB's report standard, AS 3101, governs the report and critical audit matters. See critical audit matters. For accelerated and large accelerated filers, the auditor also reports on the effectiveness of internal control over financial reporting, which management assesses under Item 9A. Non-accelerated filers provide management's assessment without an auditor attestation. The 10-K also reports principal accountant fees and services and, where applicable, changes in and disagreements with accountants. See internal control over financial reporting.
Form 10-Q. Interim financial statements are unaudited, but they have to be reviewed by an independent public accountant before filing under Regulation S-X Rule 10-01(d), following PCAOB interim review standards. The review is inquiry and analytical procedures, so the engagement team focuses on significant changes since year-end, subsequent events and contingencies. The auditor does not issue a report in the 10-Q itself unless the company chooses to include one.
Form 8-K. Most items have no auditor role. A few do, and the clock on those is short.
Which 8-K items involve the auditor?
| Item | Event | Auditor involvement |
|---|---|---|
| 4.01 | Changes in the registrant's certifying accountant | The resignation, declination to stand for re-appointment or dismissal is a reportable event separate from the engagement of the new accountant, so two 8-Ks can be required. Regulation S-K Item 304 calls for a letter from the former accountant stating whether it agrees with the statements |
| 4.02 | Non-reliance on previously issued financial statements or a related audit report or completed interim review | Triggered when the board, a committee or authorized officers conclude previously issued statements should no longer be relied on because of an error, or when the auditor advises that action should be taken to prevent reliance on an audit report or review. The filing states whether the audit committee discussed the matters with the independent accountant. When the auditor triggers it, the company must give the auditor a copy of the disclosure no later than the filing day and request a letter on whether it agrees |
| 2.02 | Results of operations | Earnings releases are furnished, not audited, but they must agree with the statements the auditor will report on |
| 1.05 | Material cybersecurity incidents | Disclosure of a material incident; the auditor considers the financial statement effect |
| 5.02 | Departure of directors or certain officers | Changes in audit committee members or the CFO affect the control environment the auditor assesses |
Item 4.02 usually comes with restated statements later. See restatement vs revision and subsequent events.
How does this change planning?
Practice observations, not requirements of the forms:
- Backward-schedule from the due date. A large accelerated filer has 60 days. The auditor's report date, the ICFR testing, the audit committee meeting and the 10-K print and filing steps have to fit inside it.
- Treat the 10-Q review as a real engagement. Schedule it, document it and carry forward open items from the year-end audit.
- Watch 8-K triggers during the audit. A non-reliance conclusion reached during fieldwork starts a four-business-day clock.
- Keep one reporting calendar that shows the 10-K, each 10-Q, proxy and Form 11-K for the plan, if any. See Form 5500 and plan audits.
Frequently asked questions
How many days does a company have to file a 10-K?
60 days after fiscal year end for a large accelerated filer, 75 days for an accelerated filer and 90 days for all other registrants.
When is a Form 10-Q due?
40 days after quarter end for large accelerated and accelerated filers, and 45 days for all others.
Does an 8-K need an audit?
No. Form 8-K is not audited. Where an 8-K item concerns the auditor, for example a change of auditor or non-reliance on audited statements, the auditor's views are required in specific forms, such as the Item 4.01 and Item 4.02 letters.
Is a smaller reporting company on a 90-day deadline?
Smaller reporting company status and filer status are separate. A smaller reporting company that is not an accelerated filer under the revenue test has the 90-day 10-K deadline.
Sources
- SEC, Form 10-K, General Instruction A(2) and Form 8-K, General Instruction B.1 and Items 1.05, 2.02, 4.01, 4.02, 5.02: sec.gov/files/form10-k.pdf and sec.gov/files/form8-k.pdf
- SEC, Exchange Act Rule 12b-2 (definitions of accelerated and large accelerated filer), Rule 12b-25, Regulation S-X Rule 10-01(d), Regulation S-K Item 304
- PCAOB, AS 3101, AS 2201 and AS 4105
Related
Part of CORAA University · SEC reporting and PCAOB audits: related guides, calculators and templates.
AU-C references are to AICPA Professional Standards, paraphrased here; read the standard itself before relying on a requirement. This page is guidance, not professional advice. Report an error