Attention all publicly traded companies, prepare for the upcoming SEC filing deadlines in 2025. As we approach the end of the year, it becomes crucial for every company to diligently adhere to the regulatory requirements established by the Securities and Exchange Commission (SEC). Missing these deadlines can result in severe consequences, including substantial fines and reputational damage.
To avoid potential disruptions and ensure compliance, it is essential to understand the key deadlines that lie ahead for 2025. These include the annual report filing deadline, which typically falls within 60 to 90 days after the end of the fiscal year, and the quarterly report filing deadlines, which occur within 40 to 45 days after the end of each quarter. Additionally, companies may need to file other reports as required by the SEC, such as Form 8-K for material events or Form 10-K for annual shareholder reports. By familiarizing oneself with these deadlines, companies can effectively plan their reporting schedules and allocate necessary resources to fulfill their filing obligations.
Furthermore, it is equally important to stay informed about any potential rule changes or updates that the SEC may implement. The regulatory landscape can evolve, and companies must keep abreast of these changes to ensure they remain compliant. By proactively staying informed and adhering to the SEC filing deadlines in 2025, companies can safeguard their reputation, enhance transparency, and maintain the trust of their stakeholders.
Key SEC Filing Deadlines for 2025: Overview
Key SEC Filing Deadlines for 2025
Public companies must adhere to specific deadlines set by the Securities and Exchange Commission (SEC) to ensure timely disclosure of financial information. These deadlines are crucial for maintaining market transparency, protecting investors, and ensuring compliance with regulatory requirements. Here are the key SEC filing deadlines for 2025:
-
Form 10-K Annual Report: Due within 60 days after the end of the fiscal year (typically March 31, 2025). This comprehensive report provides a detailed overview of the company’s financial performance, operations, and risk factors.
-
Form 10-Q Quarterly Report: Due within 45 days after the end of each of the first three quarters of the fiscal year (April 29, 2025, July 29, 2025, and October 29, 2025). These reports provide interim financial information and updates on the company’s operations.
-
Form 8-K Current Report: Filed within four business days of the occurrence of a material event (such as a significant acquisition, change in management, or financial distress). This report provides investors with timely information on important developments that may impact the company’s financial performance or operations.
-
Form S-1 Registration Statement: Filed when a company plans to issue new securities to the public through an initial public offering (IPO). This extensive document provides detailed information about the company, its business, and the proposed offering.
-
Form N-CSR Annual Sustainability Report: Due within 210 days after the end of the fiscal year (November 28, 2025). This report provides information on the company’s environmental, social, and governance (ESG) performance and initiatives.
Form 10-K Annual Report
The Form 10-K is an annual report that provides a comprehensive overview of a company’s financial condition and performance. It includes detailed information about the company’s operations, financial statements, management, and risk factors.
Who Must File?
All public companies with securities registered under Section 12 of the Securities Exchange Act of 1934 must file a Form 10-K. This includes companies with shares listed on national exchanges, such as the New York Stock Exchange or Nasdaq, as well as companies with over $10 million in assets and more than 500 shareholders.
When to File?
Form 10-Ks must be filed within 60 days of the end of a company’s fiscal year. The deadline is extended to 75 days if the company files its financial statements with the SEC electronically. The following table provides the filing deadlines for the next five years:
Year | Filing Deadline |
---|---|
2021 | March 31, 2022 |
2022 | March 31, 2023 |
2023 | March 31, 2024 |
2024 | March 31, 2025 |
2025 | March 31, 2026 |
Form 10-Q Quarterly Report
Form 10-Q is a quarterly report that provides financial and operational information about a company’s financial performance for the past three months. It is filed with the Securities and Exchange Commission (SEC) and is required for all publicly traded companies in the United States.
Due Dates
Form 10-Q is due 45 calendar days after the end of each fiscal quarter. The due dates for 2025 are as follows:
Quarter | Due Date |
---|---|
First Quarter | May 12, 2025 |
Second Quarter | August 14, 2025 |
Third Quarter | November 10, 2025 |
Fourth Quarter | February 12, 2026 |
Filing Requirements
Form 10-Q must include the following information:
- A balance sheet that shows the company’s financial position at the end of the quarter.
- An income statement that shows the company’s revenues and expenses for the quarter.
- A statement of cash flows that shows the company’s cash inflows and outflows for the quarter, as well as a reconciliation of the change in cash and cash equivalents from the beginning to the end of the quarter.
- A management discussion and analysis (MD&A) that provides an overview of the company’s financial performance and outlook.
- Other financial and non-financial information, such as a description of the company’s business, a list of its officers and directors, and a description of its risk factors.
MD&A Requirements
The MD&A section of Form 10-Q is a critical component of the report. It provides investors with a narrative overview of the company’s financial performance and outlook. The MD&A should include the following information:
- A discussion of the company’s financial results for the quarter, including an explanation of any significant changes from the previous quarter or year.
- A discussion of the company’s business outlook, including its plans for growth and expansion.
- A discussion of the company’s risk factors, including any new or emerging risks that could affect its financial performance.
Form 8-K Current Report
Form 8-K is a current report that must be filed with the SEC within four business days of the occurrence of certain specified events, such as:
4. Bankruptcy or receivership
A company must file a Form 8-K within four business days of the filing of a petition for bankruptcy or receivership. The Form 8-K must include the following information:
Item | Description |
---|---|
1.01 Entry into a material definitive agreement | The date of the bankruptcy or receivership petition |
2.01 Completion of acquisition or disposition of assets | A brief description of the bankruptcy or receivership proceeding |
3.01 Notice of delisting or failure to satisfy a continued listing rule or standard; transfer of assets from one exchange to another | The name and address of the court in which the bankruptcy or receivership petition was filed |
4.01 Changes in registrant’s certifying accountant | The name and address of the bankruptcy or receivership trustee |
5.01 Change in registrant’s fiscal year | A brief description of the assets and liabilities of the company as of the date of the bankruptcy or receivership petition |
5.02 Departure of director or principal officer; election of director; appointment of principal officer | A brief description of the expected impact of the bankruptcy or receivership on the company’s operations, financial condition, and prospects |
5.03 Amendments to articles of incorporation or bylaws; change in fiscal year | Any other information that the company believes is material to investors |
5.04 Temporary suspension of trading under registrant’s common equity securities | |
5.05 Amendments to the registrant’s code of ethics, or waiver of provisions of the code of ethics for chief executive officer, chief financial officer, accounting officer or persons performing similar functions |
Form DEF 14A Proxy Statement
A proxy statement is a document sent to shareholders by a company soliciting their votes on matters such as the election of directors, approval of financial statements, and changes to the company’s charter or bylaws. The proxy statement must contain certain information, including:
- The date, time, and place of the meeting
- The matters to be voted on
- The names of the candidates for election to the board of directors
- The financial statements of the company
- Any other information required by the SEC
Filing Deadlines
The deadline for filing a proxy statement is 10 days before the date of the meeting. If the company is relying on the exemption from the requirement to file a proxy statement, it must file a notice of the meeting with the SEC by the same deadline.
Exemptions from Filing Requirement
There are a number of exemptions from the requirement to file a proxy statement. These exemptions include:
- The company has fewer than 500 shareholders
- The company is a privately held company
- The company is a registered investment company
- The meeting is an annual meeting and the only matters to be voted on are the election of directors and the approval of financial statements
- The company is seeking shareholder approval to make a charitable donation
Penalties for Late Filing
If a company fails to file a proxy statement on time, it may be subject to enforcement action by the SEC. The SEC may impose fines, seek injunctions, or even delist the company’s securities from the stock exchange. Therefore, it is important for companies to file their proxy statements on time.
Filing Type | Deadline |
---|---|
Proxy statement | 10 days before the meeting |
Notice of meeting | 10 days before the meeting (if the company is relying on an exemption from the requirement to file a proxy statement) |
Form S-1 Registration Statement for Initial Public Offerings
The Form S-1 Registration Statement is required for companies planning to conduct an initial public offering (IPO). This comprehensive document provides detailed information about the company, its financial position, and the proposed offering. The SEC has established deadlines for the filing of Form S-1:
- 90 days before the expected date of the IPO: The company must file a draft Form S-1 with the SEC for review.
- 30 days before the expected date of the IPO: The company must file the final Form S-1 with the SEC.
- 15 days before the expected date of the IPO: The SEC must declare the registration statement effective.
- 6 days before the expected date of the IPO: The company may begin offering and selling its shares to investors.
- 3 days before the expected date of the IPO: The company must file a pricing amendment to the Form S-1 to disclose the final offering price and number of shares being sold.
- Within 5 days after the IPO: The company must file a final prospectus with the SEC, providing investors with the final details of the offering.
Deadlines for Form S-1 Filing
Filing Date | Requirement |
---|---|
90 days before IPO | File draft Form S-1 |
30 days before IPO | File final Form S-1 |
15 days before IPO | SEC declares registration statement effective |
6 days before IPO | Begin offering shares |
3 days before IPO | File pricing amendment |
Within 5 days after IPO | File final prospectus |
Form S-3 Registration Statement for Subsequent Public Offerings
Eligible Issuers
Issuers eligible to use Form S-3 include companies that meet the following criteria:
–
–
–
–
Eligible Offerings
Form S-3 can be used for the following types of offerings:
- Primary offerings of common stock
- Secondary offerings of common stock
- Offerings of convertible securities
- Offerings of warrants
- Offerings of rights
Procedural Requirements
The following steps are involved in filing a Form S-3 registration statement:
Step | Description |
---|---|
1 | Prepare the registration statement. |
2 | File the registration statement with the SEC. |
3 | Wait for the SEC to review the registration statement and declare it effective. |
4 | Sell the securities to investors. |
Timeline
The timeline for filing a Form S-3 registration statement is as follows:
Step | Timeframe | |
---|---|---|
1 | Prepare the registration statement. | 3-4 weeks |
2 | File the registration statement with the SEC. | 1-2 weeks |
3 | Wait for the SEC to review the registration statement and declare it effective. | 10-20 days |
4 | Sell the securities to investors. | As soon as the registration statement is effective |
Form Schedule 13D/G for Beneficial Ownership Disclosure
When to File
Entities or individuals who acquire more than 5% of a company’s voting shares must file a Schedule 13D within 10 days of the acquisition. Subsequent changes in ownership must be filed within 2 business days.
Who Must File
Any entity or individual who beneficially owns more than 5% of a company’s voting shares must file a Schedule 13D. Beneficial ownership includes direct ownership plus any shares held through other entities or arrangements.
Exemptions
There are certain exemptions from the filing requirement, such as for banks or other entities that hold shares as part of their ordinary course of business.
Content Requirements
Schedule 13D requires extensive information, including:
- Identity of the filing person
- Source of funds used to acquire the shares
- Purpose of the acquisition
- Shares owned directly or indirectly
- Any plans or proposals for the company
Additional Details
Schedule 13D is a critical disclosure document that provides the market with information about significant changes in ownership. It is essential to file this form accurately and on time to avoid regulatory penalties.
Schedule 13G
An alternative form, Schedule 13G, may be filed by entities or individuals who acquire more than 5% but less than 20% of a company’s voting shares and do not intend to influence the company’s management or policies. The filing deadline for Schedule 13G is within 45 days of the acquisition.
Form 3 and Form 4 for Insider Transactions
Overview
Form 3 and Form 4 are SEC filings used by insiders to report their transactions in the company’s securities.
Form 3: Initial Statement of Beneficial Ownership
Insiders must file a Form 3 within 10 days of acquiring more than 5% of the company’s outstanding shares.
Form 4: Statement of Changes in Beneficial Ownership
Insiders must file a Form 4 within two business days of any change in their beneficial ownership of the company’s securities.
Exceptions to the Two-Day Reporting Requirement
There are several exceptions to the two-day reporting requirement, including:
- Changes made through a dividend or stock split
- Changes made through an employee benefit plan
- Changes made by a pledge of securities to secure a loan
Penalties for Late Filings
Insiders who fail to file a timely Form 3 or Form 4 may be subject to penalties, including fines and imprisonment.
Table of Due Dates
Form | Due Date |
---|---|
Form 3 | Within 10 days of acquiring more than 5% of the company’s outstanding shares |
Form 4 | Within two business days of any change in beneficial ownership of the company’s securities |
Extended Deadlines
Certain filers are eligible for extended deadlines to file their annual reports on Form 10-K, quarterly reports on Form 10-Q, and other periodic reports under the Securities Exchange Act of 1934. These deadlines are as follows:
Form 10-K
Large Accelerated Filer: 60 days after fiscal year-end
Accelerated Filer: 75 days after fiscal year-end
Non-accelerated Filer: 90 days after fiscal year-end
Form 10-Q
Large Accelerated Filer: 40 days after the end of each fiscal quarter
Accelerated Filer: 45 days after the end of each fiscal quarter
Non-accelerated Filer: 45 days after the end of each fiscal quarter
Exemptions
Certain companies are exempt from the filing requirements of the Securities Exchange Act of 1934. These exemptions include:
Section 3(a)(12) Exemption
Companies with total assets of less than $10 million and annual revenues of less than $1 million are exempt from registration under the Exchange Act.
Regulation A Exemption
Companies that raise less than $75 million in a public offering are exempt from registration under the Exchange Act. However, these companies must file certain reports with the SEC.
Document
Deadline
Form 10-K |
60 days after fiscal year-end (Large Accelerated Filer) |
Form 10-K |
75 days after fiscal year-end (Accelerated Filer) |
Form 10-K |
90 days after fiscal year-end (Non-accelerated Filer) |
Form 10-Q |
40 days after the end of each fiscal quarter (Large Accelerated Filer) |
Form 10-Q |
45 days after the end of each fiscal quarter (Accelerated Filer) |
Form 10-Q |
45 days after the end of each fiscal quarter (Non-accelerated Filer) |
The Securities and Exchange Commission (SEC) has announced the filing deadlines for 2025. These deadlines apply to all publicly traded companies, as well as certain other entities that are required to file with the SEC. The deadlines for the most common types of filings are as follows:
It is important to note that these deadlines are subject to change. The SEC may grant extensions to companies that are unable to meet the deadlines for good cause. If you have any questions about the SEC filing deadlines, please contact the SEC’s Office of Disclosure and Review at (202) 551-3500. People Also Ask About SEC Filing Deadlines 2025When are the SEC filing deadlines for 2025?The SEC filing deadlines for 2025 are as follows:
What are the consequences of missing an SEC filing deadline?The consequences of missing an SEC filing deadline can be severe. The SEC may impose fines, issue stop orders, or even suspend or revoke a company’s registration. In addition, companies that miss filing deadlines may be subject to private lawsuits. How can I get an extension to file an SEC filing?If you are unable to meet an SEC filing deadline, you can request an extension. The SEC may grant extensions for good cause, such as if you are experiencing unexpected delays or if you have complex financial information to gather and prepare. To request an extension, you must file a Form 12b-25 with the SEC. Where can I find more information about SEC filing deadlines?You can find more information about SEC filing deadlines on the SEC’s website at www.sec.gov. You can also contact the SEC’s Office of Disclosure and Review at (202) 551-3500. |
---|