SEC Publishes CD&I On Filer Status Determination
On August 27, 2025, the SEC published a new compliance and disclosure interpretation (CD&I) providing guidance on when an issuer may become an accelerated or large accelerated filer after losing its status as a smaller reporting company.
New CD&I
New CD&I question 130.05 provides:
Question: An issuer is a smaller reporting company under the revenue test in paragraph (2) or (3)(iii)(B) of the “smaller reporting company” definition in Rule 12b-2. On the last business day of its second fiscal quarter of 2025, the issuer conducts its annual determination of smaller reporting company status and determines that it no longer qualifies as a smaller reporting company. When the issuer assesses its accelerated filer or large accelerated filer status, as of the end of fiscal year 2025, will this issuer become an accelerated filer or large accelerated filer?
Answer: No. When determining its accelerated filer or large accelerated filer status as of the end of its fiscal year, the issuer must
