Financial statement issuers must assess many items when planning to file a registration statement with the U.S. Securities and Exchange Commission (SEC), including which statements must be included in the registration statement. You’ll also need to ensure you file the appropriate documents by the SEC deadline. Download a copy of the 2025 calendar and review the important dates below to help plan ahead.
SEC Rule 3-12 Requirements for Financial Statements
Many factors are considered when determining the appropriate financial statements to include in the registration statement, such as the appropriate filing status of the company, pro forma financial statement requirements, transactions, acquisitions, or investments in other businesses.
A description of the appropriate financial statements to be included in the registration statement can be found in SEC Rule 3-12 of Regulation S-X (Rule 3-12). Rule 3-12 outlines the age of financial statements and the ways in which the financial statements’ age is measured, which is from the most recent balance sheet date to the date of the effectiveness or date of filing of the registration statement.
The annual financial statements must be audited, and the date of effectiveness must be within one year and 45 days from the audited balance sheet date. If the date of effectiveness is more than 134 days past the audited balance sheet date, additional unaudited and reviewed interim financial statements are required to be included in the registration statement filing.
SEC Filing Dates & Staleness Dates
Rule 3-12 has a filing calendar for U.S. issuer companies and outlines the final effective date for registration statements. The dates for annual statements represent the final date that a filing without any additional interim financial statements would be considered valid.
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Initial Public Offering |
Registration Statement – Staleness Dates |
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Q3 2024 (+ FYE 2023) |
Feb 11, 2025 |
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Annual |
May 14, 2025 |
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Q1 2025 |
Aug 12, 2025 |
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Q2 2025 |
Nov 12, 2025 |
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Q3 2025 (+ FY 2024) |
Feb 11, 2026 |
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Existing Filer |
Schedule Filings – Due Dates |
Registration Statement – Staleness Dates |
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Annual 2024 |
March 2, 2025 (Large Accelerated Filers) |
May 9, 2025 |
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Q1 2025 |
May 12, 2025 |
Aug 7, 2025 |
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Q2 2025 |
Aug 11, 2025 |
Nov 6, 2025 |
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Q3 2025 |
Nov 10, 2025 |
March 2, 2026 (Large Accelerated Filers) |
|
Annual 2025 |
May 11, 2026 (Large Accelerated Filers) |
May 11, 2026 |
|
Existing Filer |
Scheduled Filings – Due Dates |
Registration Statement – Staleness Dates |
|
Annual 2024 |
March 31, 2025 |
May 14, 2025 |
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Q1 2025 |
May 15, 2025 |
Aug 12, 2025 |
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Q2 2025 |
Aug 14, 2025 |
Nov 12, 2025 |
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Q3 2025 |
Nov 14, 2025 |
March 31, 2026 |
|
Annual 2025 |
March 31, 2026 |
May 14, 2026 |
SEC Holidays Calendar
The SEC system is unavailable on the below federal holidays:
- January 1, 2025
- January 20, 2025
- February 17, 2025
- May 26, 2025
- June 19, 2025
- July 4, 2025
- August 1, 2025
- October 13, 2025
- November 11, 2025
- November 27, 2025
- December 25, 2025
Your Guide Forward
Our Accounting Advisory team regularly interprets and applies U.S. and international accounting standards and SEC reporting requirements to our client’s complex business transactions. We have experience with technical accounting issues and SEC reporting requirements, which provides our clients with an independent source of knowledge and expertise.
For further guidance on registration statement planning or to address specific questions on the filing requirements and deadlines, please connect with our Accounting Advisory team or your Cherry Bekaert advisor.
Our goal is to guide you forward, no matter the direction you’re headed.
