When Do Financial Statements Go Stale?
At the close of business on the following dates in 2025 (for issuers with a fiscal year ended December 31, 2024)
▪ A “Loss Corporation” does not expect to report positive income
after taxes but before extraordinary items and the cumulative effect
of a change in accounting principle for (a) the most recently ended
fiscal year and (b) at least one of the two prior fiscal years.
▪ A “Large Accelerated Filer” has an aggregate market value held
by non-affiliates of $700m or more as of the last business day of the
most recent Q2. Once you are in, you have to fall below $560m to
get out.
▪ An “Accelerated Filer” has an aggregate market value held by non-
affiliates of $75m or more but less than $700m as of the last
business day of the most recent Q2 (unless you were previously a
Large Accelerated Filer, in which case the range is $60-560m).
Once you are in, you have to fall below $60m to get out.
▪ JAN 1: After Dec 31, in-process audits affect the ability to obtain negative assurance for “change period”
comfort on periods ending after Sep 30.
▪ FEB 11: Comfort can be even more problematic after Feb 11 because PCAOB AS 6101 (paragraph 47)
permits accountants to give traditional negative assurance only up to 134 days after the end of the most
recent period for which the accountant has performed an audit or review, although “pass through” comfort
(procedures and findings comfort under PCAOB AS 6101) may still be an option after Feb 11.
▪ SPECIAL ACCOMMODATION FOR TIMELY FILERS: Staleness dates do not correspond exactly with the
Form 10-Q filing deadlines because the 10-Q deadlines run from the end of the most recently ended
quarter, whereas the staleness dates run from the end of the preceding quarter. However, the SEC Staff
generally provides an accommodation for repeat issuers that have been timely filers for the past 12 months
by allowing such issuers’ registration statements to become effective during the gap period between the
staleness dates shown above and the nearest 10-Q filing deadline, absent unusual circumstances. As a
result, for most repeat issuers, the effective staleness date is the same as the 10-Q filing deadline.
DESKTOP STALENESS CALENDAR FOR 2025 OFFERINGS
FOR ISSUERS WITH A FISCAL YEAR ENDED DECEMBER 31, 2024
* Dates reflect a permitted extension to the next business day where dates would have otherwise occurred on a weekend or federal holiday.
Q1 financial
statements of Large
Accelerated Filers
and Accelerated
Filers (Q2 10-Q is
due Aug 11*)
Q3 financial
statements for IPOs,
Loss Corporations,
and delinquent filers
Q3 financial
statements of
Accelerated Filers
(same date 2024
10-K is due)
Year-end financial
statements of Large
Accelerated Filers and
Accelerated Filers
(Q1 10-Q is due May 12*)
Q2 financial
statements of Large
Accelerated Filers
and Accelerated
Filers (Q3 10-Q is
due Nov 10*)
Q3 financial statements
of Large Accelerated
Filers (same date 2024
10-K is due)
Q3 financial statements
of all other filers
(same date 2024
10-K is due)
Year-end financial
statements of all other
filers (Q1 10-Q is due
May 15)
Q1 financial
statements of all other
filers (Q2 10-Q is due
Aug 14)
Q2 financial statements
of all other filers
(Q3 10-Q is due Nov 14)
Feb 14 Mar 3* Mar 17* Mar 31 May 9 May 14 Aug 7 Aug 12 Nov 6 Nov 12*
FOR
2025
The information contained herein shall not be construed as legal advice. Should further analysis or explanation of the subject matter be required, contact the Latham & Watkins attorney whom you normally consult.
© 2024 KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
Financial Statement
Requirements in US
Securities Offerings:
What You Need to
Know
Book of Jargon®: US Corporate and
Bank Finance Blog and App
Financial Statement
Requirements in US
Securities Offerings:
What Non-US Issuers
Need to Know
Latham & Watkins resources for definitions and explanations in plain English:
The Latham & Watkins
US IPO Guide
Words of Wisdom Online Staleness
Calculator
Additional references for navigating the US capital markets:
DESKTOP STALENESS CALENDAR FOR 2025 OFFERINGS
FOR ISSUERS WITH A FISCAL YEAR ENDED DECEMBER 31, 2024
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