2022 SEC Filing Deadlines and Financial Statement Staleness Dates
Blog Free Writings + Perspectives

2022 SEC Filing Deadlines and Financial Statement Staleness Dates Filing Deadlines for Calendar Year Companies1 ANNUAL AND QUARTERLY REPORTS2 LARGE ACCELERATED FILER ACCELERATED FILER ALL OTHER FILERS FORM 10-K FOR FISCAL YEAR Ended December 31, 2021* March 1 March 16 March 31 FORM 10-Q FOR FISCAL QUARTER Ended March 31, 2022 May 10 May 10 May 16 FORM 10-Q FOR FISCAL QUARTER Ended June 30, 2022 August 9 August 9 August 15 FORM 10-Q FOR FISCAL QUARTER Ended September 30, 2022 November 9 November 9 November 14 *Definitive Proxy Statement (DEF 14A): If the Form 10-K incorporates Part III information from the proxy statement, either the proxy statement must be filed by May 2 (120 days after fiscal year end) or the 10-K must be amended by that date to add the Part III information. OTHER FORMS DATE FORM 3 10 days after the individual becomes a reporting person or no later than the effective date of the registration statement if the issuer is registering equity under Section 12 of the Securities Exchange Act for the first time FORM 4 2 business days after the transaction date FORM 5 February 14 (45 days after fiscal year end) FORM 8-K Generally 4 business days after the triggering event for the Current Report FORM 11-K (Annual Reports for Certain Employee Plans) Not subject to ERISA: March 31 (90 days after the plan’s fiscal year end) Subject to ERISA: June 29 (180 days after the plan’s fiscal year end) FORM 20-F (Foreign Private Issuers) May 2 (4 months after fiscal year end) FORM 40-F (Canadian MJDS Issuers) Same date the issuer’s annual report is due to be filed in Canada SCHEDULE 13G February 14 (45 days after calendar year end covering the schedule) SCHEDULE 13D 10 days after acquisition of more than 5% beneficial ownership; amendments due promptly after material changes FORM 13F (Institutional Investment Managers) February 14 (45 days after calendar year end) and May 16, August 15 and November 14 (45 days after each of the first three calendar quarters) FORM 13H (Large Trader Registration) 10 days after transactions in securities of 2M shares or $20M on any day or 20M shares or $200M in any month; February 14 (45 days after calendar year end); amendments due promptly after quarter end for inaccuracies FORM SD (Specialized Disclosure) No later than May 31 of each year Late Filing Reports: A notification of the inability to timely file all or any portion of a Report on Form 10-K, 10-Q, 20-F or 11-K must be filed by 5:30 p.m. Eastern Time no later than the next business day after the original due date (Securities Exchange Act Rule 12b25). 2 Mayer Brown | 2022 SEC Filing Deadlines and Financial Statement Staleness Dates Financial Statement Staleness Dates for Calendar Year Companies3 Financial statements are considered stale under the rules of the US Securities and Exchange Commission (SEC) when they are too old to use in a prospectus or proxy statement. Accordingly, if financial statements have gone stale, an issuer must file the most recent required financial statements before using a prospectus or proxy statement. Deadlines vary based on the type of issuer. STALENESS DATE FINANCIAL STATEMENT REGULATORY DEADLINE4 FEBRUARY 14 2021 Q3 financial statements for initial public offerings, delinquent filers and loss corporations 45 days after year end5 MARCH 1 2021 Q3 financial statements for large accelerated filers 60 days after year end MARCH 16 2021 Q3 financial statements for accelerated filers 75 days after year end MARCH 31 2021 Q3 financial statements for all other filers 90 days after year end MAY 9 2021 year-end financial statements for large accelerated filers and accelerated filers 129 days after year end MAY 16 2021 year-end financial statements for all other filers 134 days after year end AUGUST 8 2022 Q1 financial statements for large accelerated filers and accelerated filers 129 days after Q1 end AUGUST 12 2022 Q1 financial statements for all other filers 134 days after Q1 end NOVEMBER 7 2022 Q2 financial statements for large accelerated filers and accelerated filers 129 days after Q2 end NOVEMBER 14 2022 Q2 financial statements for all other filers 134 days after Q2 end Special Accommodation for Gap Periods: Staleness dates and Form 10-Q deadlines do not always correspond, resulting in gap periods during which registration statements may not be filed or declared effective. The SEC staff typically accommodates repeat issuers that have timely filed for the last 12 months by making the staleness date the same as the 10-Q deadline. The SEC may ask the issuer to confirm that the 10-Q will be timely filed after effectiveness and that there have been no material trends, events or transactions since the date of the latest balance sheet included in the filing that would materially affect an investor’s understanding of the issuer’s financial condition and results of operations.6 Foreign Private Issuers (FPIs) Generally, FPIs’ audited financial statements go stale after 15 months, and interim financial statements (covering at least 6 months) go stale after 9 months, subject to the exceptions noted below.7 EXCEPTIONS • The 15-month and 9-month periods are extended to 18 months and 12 months, respectively, for the following offerings: (1) exercises of outstanding rights granted pro rata to all existing security holders; (2) dividend or interest reinvestment plans; and (3) conversions of outstanding convertible securities or exercises of outstanding transferable warrants. • In an initial public offering of an FPI not public in any jurisdiction, audited financial statements go stale after 12 months unless the FPI sufficiently represents to the SEC: (1) compliance is not required in any other jurisdiction and (2) it is impracticable or involves undue hardship. 3 Mayer Brown | 2022 SEC Filing Deadlines and Financial Statement Staleness Date