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Technical accounting

SEC reporting support for smaller reporting companies

Short answer

Finbryn prepares the statement drafts, tie-outs, roll-forwards and disclosure checklists behind the Form 10-K, 10-Q and 8-K your company files on EDGAR; your officers certify and a PCAOB-registered independent auditor audits and reviews. Checked 2026-10-19: a non-accelerated filer's 10-K is due 90 days after year end, its 10-Q 45 days after quarter end.

Management report

Illustrative client ยท September 2026

USD

Reviewed before sending
Profit and loss
LineSepAug
Revenue142,380131,904
Cost of sales(51,260)(48,115)
Gross profit91,12083,789
Payroll(46,300)(45,900)
SoftwareNoted(6,480)(5,490)
Rent(8,000)(8,000)
Other operating(9,215)(9,870)
Net income21,12514,529

Reviewer's note

Software is up on last month after two seats were added mid-month. Revenue includes one milestone invoice that will not repeat next month.

Illustrative. An example of the document, not a client's figures.

Your company files on EDGAR and your officers certify; Finbryn never files with the SEC. A PCAOB-registered independent auditor audits and reviews your statements.

Most of the work around a periodic report is numbers and checklists, and a small finance team runs out of hands just when the report is due. The controller who is closing the quarter, answering auditor requests and drafting the footnotes is doing three jobs in the same fortnight. Finbryn takes the preparation side. It builds statement drafts from your ledger, ties each line to the trial balance, rolls forward the equity, debt and lease balances the notes quote, and keeps a disclosure checklist against every Item of the form so nothing depends on memory.

This page is written for CFOs and controllers at smaller reporting companies, and at private companies heading toward a first registration statement, where the finance team is small and the calendar is unforgiving. Every date and threshold comes from the SEC's form instructions, the Code of Federal Regulations or the statute, read on 2026-10-19.

Management still owns every number. Drafts go to your CFO and controller, then to your auditor, your securities counsel and your audit committee through your own process. Each form has its own page: Form 10-K, Form 10-Q and Form 8-K. Below you will find who qualifies as a smaller reporting company, the deadline table, the path from close to filing, and where auditor independence draws the line.

If Finbryn keeps your books, we refer your audit to an independent CPA practice.

What does SEC reporting support cover, and who owns what?

SEC reporting support covers the numbers and checklists behind a periodic or current report, and it stops where a signature, a filing or an opinion begins. The table shows who does what.

StepWho does it
Close and trial balanceYour finance team, or Finbryn inside your accounting file when it keeps your books
Statement drafts, tie-outs and roll-forwardsFinbryn prepares them; your CFO and controller review them
Disclosure checklist against the formFinbryn keeps it current; management and securities counsel decide what is disclosed
Audit of the annual statements, review of the quarterly onesYour PCAOB-registered independent auditor
Rule 13a-14 certificationsYour principal executive and principal financial officers
Filing on EDGARYour company, or a filing agent it authorizes

Every statement line carries a reference to the trial balance account behind it, and every note table to its schedule. Where a transaction needs a written position, such as revenue under ASC 606 or an equity award under ASC 718, the question goes into a technical accounting memo for management and the auditor. The monthly close feeds all of it.

Who counts as a smaller reporting company, and what does it change?

A smaller reporting company has a public float under $250 million, or annual revenues under $100 million with either no public float or a float under $700 million (17 CFR 229.10(f)(1), read 2026-10-19). The table sets out the three tests.

TestThreshold
Public float aloneLess than $250 million
Revenue test, no public floatAnnual revenues less than $100 million
Revenue test, with a public floatAnnual revenues less than $100 million and public float less than $700 million

Public float is the market value of shares held by non-affiliates on the last business day of the second fiscal quarter. Status is decided once a year and shows on the cover of the first 10-Q of the next year.

Qualifying changes what you disclose, not when you file:

  • Item 1A risk factors are not required in the 10-K or the 10-Q.
  • Financial statements may follow Article 8 of Regulation S-X: two years of audited statements (Rule 8-02).
  • Form 8-K Item 3.02 waits until unregistered equity sales reach 5% of shares outstanding, against 1% for other issuers.

Deadlines turn on accelerated filer status. A company that meets the revenue test is not an accelerated filer; one that qualifies on float alone, with revenues of $100 million or more, can be (17 CFR 240.12b-2).

When are the Form 10-K, 10-Q and 8-K due, and how does Form 12b-25 add time?

The 10-K is due 60, 75 or 90 days after fiscal year end, the 10-Q 40 or 45 days after each of the first three quarters, and the 8-K four business days after the event, with the longer period going to non-accelerated filers (SEC form instructions, checked 2026-10-19).

ReportLarge acceleratedAcceleratedNon-accelerated
Form 10-K60 days75 days90 days
Form 10-Q40 days40 days45 days
Form 8-K4 business days4 business days4 business days

Rule 0-3 moves a last day on a weekend or holiday to the next business day. Illustrative dates for a December 31 year end:

ReportLarge acceleratedAcceleratedNon-accelerated
10-K for fiscal 2026Mon Mar 1, 2027Tue Mar 16, 2027Wed Mar 31, 2027
10-Q for Q3 2026Mon Nov 9, 2026Mon Nov 9, 2026Mon Nov 16, 2026

The 45th day after September 30, 2026 is Saturday, November 14, so that 10-Q moves to Monday, November 16.

A late report calls for Form 12b-25, filed no later than one business day after the due date. If the delay is unreasonable effort or expense, a 10-K is deemed timely when filed within 15 calendar days of the due date and a 10-Q within 5 (Rule 12b-25(b)). For the non-accelerated 10-K above, the notice is due Thursday, April 1, 2027 and the report Thursday, April 15, 2027. Until the report is on file, registration forms that depend on timely reports stay closed (Rule 12b-25(d)).

Which Form 8-K items do the numbers feed?

The 8-K items the finance team feeds most are 2.02 (results), 2.06 (impairments), 4.02 (non-reliance on issued statements) and 9.01 (statements and exhibits), and each runs on the four-business-day clock unless the item says otherwise.

ItemWhat triggers itFinance input
2.01Completing an acquisition or disposition of a significant amount of assets, over 10 percent of total assets, or a significant businessSignificance tests
2.02A public release of results for a completed quarter or yearRelease exhibit tied to the statements
2.06A conclusion that a material impairment charge is requiredEstimated charge or range
4.02A conclusion that issued statements should no longer be relied onPeriods affected and the error facts
5.02Certain officer and director changes and pay arrangementsCompensation figures
9.01Financial statements and exhibits that go with another itemAcquired-business statements

Item 2.06 needs no 8-K when the conclusion is reached while preparing the next periodic report, which is filed on time and discloses the charge. Item 9.01 acquired-business statements may follow by amendment within 71 calendar days after the initial 8-K was due. Illustrative: for an 8-K due Thursday, October 29, 2026, that is Friday, January 8, 2027. The Form 8-K page walks through Item 5.02 and the other triggers.

How does a report move from close to filing, and who signs?

A periodic report moves through six steps, and the signatures sit with your auditor and your officers, never with Finbryn. The diagram shows the order: close, tie-outs and drafts, disclosure review, the auditor's work, the officers' certifications, and your company's EDGAR filing.

Each 10-K and 10-Q carries certifications from the principal executive and principal financial officers, filed as an exhibit, and neither officer may sign through a power of attorney (Rule 13a-14(a) and (c)). The officer certifies that the report holds no untrue statement of a material fact, that the statements fairly present the company's condition, and that significant deficiencies and fraud have been disclosed to the auditors and the audit committee. A separate certification under 18 U.S.C. 1350 carries up to $1,000,000 and 10 years for a knowing false certification and up to $5,000,000 and 20 years for a willful one.

Once the officers sign, your company files on EDGAR. A filing submitted by 5:30 p.m. Eastern is dated the same business day (17 CFR 232.13(a)(2)). Since September 15, 2025, EDGAR Next has required Login.gov credentials for each person acting for the filer.

From close to EDGAR filingSix steps from the period close to the company's EDGAR filing, with the auditor's work and the officers' certifications marked as signing steps and the filing marked as the company's own step. Signing step: Auditor audits or reviews; CEO and CFO certify. Client supplies: Your company files on EDGAR.Close and trial balanceAccounts reconciled in your ledgerTie-outs and statement draftsEvery line tied to the trial balanceDisclosure checklist reviewYour CFO and securities counsel decideAuditor audits or reviewsPCAOB-registered, independent ofFinbrynCEO and CFO certifyRule 13a-14 certificationsYour company files on EDGARFinbryn never files with the SEC
From close to EDGAR filing

How does auditor independence limit what Finbryn does?

Finbryn helps management prepare the numbers in the report and takes no part in the audit, so none of the preparation work sits with your auditor. Finbryn is not a CPA firm and does not issue audit, review or compilation reports.

The SEC's independence rule shows why the two roles stay apart. Under 17 CFR 210.2-01(c)(4)(i), an accountant is not independent if it maintains or prepares the audit client's accounting records, or prepares the financial statements filed with the Commission, unless it is reasonable to conclude the results will not be subject to audit procedures. Paragraph (c)(5) bars the auditor from any service or product for a fee that depends on its outcome, or for a commission. So your auditor generally cannot draft your statements. Drafts Finbryn prepares remain management's responsibility, and your auditor tests them like any other management schedule.

Finbryn receives no fee or commission tied to any audit. If Finbryn keeps your books, we refer your audit to an independent CPA practice. Section 102(a) of the Sarbanes-Oxley Act makes it unlawful for anyone who is not a registered public accounting firm to prepare or issue, or take part in preparing or issuing, an audit report on an issuer. Finbryn is not PCAOB-registered and does none of that work. Section 301 gives your audit committee direct responsibility for appointing, paying and overseeing the registered firm, which reports to that committee.

What changes for a company filing for the first time?

A company that goes effective with a registration statement starts a reporting clock almost at once, so a pre-IPO team should build its calendar before the offering. Three rules shape the first year.

The first 10-Q is due within 45 days after the registration statement's effective date, or on or before the date it would have been due had the company been reporting as of its last fiscal quarter, whichever is later (Rule 13a-13(a)). Smaller reporting company status for a first filing comes from public float measured within 30 days of the registration statement, counting the shares in the offering at the estimated price, and it is rechecked at the end of the second fiscal quarter (17 CFR 229.10(f)(2)(ii)). And the first annual report may leave out management's report on internal control over financial reporting and the auditor's attestation report, with the transition statement that Instruction 1 to Item 308 prescribes for newly public companies.

None of that shrinks the workload. What makes the first report possible is a close that finishes on schedule, equity and debt roll-forwards that agree to the cap table and lender statements, and notes that match the ledger. Start that while the company is still private. The working papers page describes how support schedules are organized for the auditor.

How we work

The process

  1. 1

    Agree the filing calendar

    Report dates by filer status, audit committee and board meetings, auditor fieldwork windows and the release plan.

  2. 2

    Close and reconcile

    Accounts reconciled and the trial balance locked in your ledger on the agreed close day.

  3. 3

    Draft statements and tie-outs

    Statements, note tables and roll-forwards tied to the trial balance, with each variance explained.

  4. 4

    Keep the disclosure checklist

    Each Item of the form marked answered, not applicable or open, with the source schedule beside it.

  5. 5

    Hand over to management and the auditor

    Drafts and support schedules go to your CFO, your auditor and your securities counsel, who own what happens next.

  6. 6

    Officers certify, company files

    Your principal executive and financial officers sign the certifications and your company files on EDGAR.

SEC reporting support for smaller reporting companies

Common problems we fix

  • The notes quote balances that no schedule supports
    We build roll-forwards for equity, debt, leases and deferred revenue and tie each to the trial balance before the notes are drafted.
  • Numbers move after the auditor's review has started
    We freeze a dated version of the statements and log every change after it, so the reviewer sees what moved and why.
  • Nobody owns the 8-K calendar
    We keep a trigger list against the form's Items and flag finance-side events, such as an impairment, to management on the day the numbers show them.
  • The cover-page filer status is out of date
    We prepare the public float and revenue calculation against the 17 CFR 229.10(f) and 240.12b-2 thresholds each year, for management and counsel to confirm.

By the numbers

90 days

Form 10-K due date after fiscal year end for a non-accelerated filer; 75 days for an accelerated filer, 60 days for a large accelerated filer

Source: sec.gov/files/form10-k.pdf, October 2026

4 business days

Form 8-K due date after the event, unless the Item says otherwise

Source: sec.gov/files/form8-k.pdf, October 2026

$250 million

Public float below which a company is a smaller reporting company, or revenues under $100 million with a float under $700 million

Source: ecfr.gov/current/title-17/section-229.10, October 2026

Pricing

SEC reporting support is scoped per engagement once we see the filing calendar, the close timetable, the number of entities and how much of the statement and roll-forward work already exists. It is priced apart from the monthly tiers on the rate card, and the fee is confirmed in writing before work starts.

See pricing

SEC reporting support for smaller reporting companies

Glossary

Smaller reporting company
A registrant with a public float under $250 million, or revenues under $100 million and a float under $700 million or none, under 17 CFR 229.10(f). It gets scaled disclosure.
Accelerated filer
A registrant with a public float of $75 million or more but under $700 million, reporting for at least 12 calendar months with one annual report filed, and not eligible for smaller reporting company treatment under the revenue test. Its 10-K is due in 75 days.
Form 12b-25
The notification of late filing. It gives a 10-K 15 more calendar days and a 10-Q 5 more when the delay is unreasonable effort or expense.
Rule 13a-14 certification
The statement each principal executive and principal financial officer signs and files as an exhibit to a 10-K or 10-Q.
Roll-forward
A schedule from the opening balance through additions, reductions and adjustments to the closing balance, tied to the trial balance.

Questions

Frequently asked questions: SEC reporting support for smaller reporting companies

What is Form 10-K and what is it used for?

Form 10-K is the annual report a public company files with the SEC under Section 13 or 15(d), with the business description, management's discussion, audited statements, controls disclosures and governance and pay information. Your company files it and your officers certify it. The Form 10-K page goes through each Item (checked 2026-10-19).

When is Form 10-Q due?

A 10-Q is due 40 days after quarter end for large accelerated and accelerated filers and 45 days for everyone else, for each of the first three quarters (SEC form instructions, checked 2026-10-19). The 10-K covers the fourth quarter. A weekend deadline moves to the next business day. See the Form 10-Q page.

Who has to file Form 8-K?

A registrant subject to the reporting rules files an 8-K when an event listed in the form occurs, unless it has already reported substantially the same information (Rule 13a-11, read 2026-10-19). The company files, normally within four business days. The Form 8-K page lists the triggers.

How do you file Form 10-K?

Your company submits it electronically on EDGAR, directly or through a filing agent it authorizes, after the officers sign the certifications. Since September 15, 2025, each person acting for the filer needs Login.gov credentials under EDGAR Next (SEC FAQ, last reviewed 2025-12-22). Finbryn does not file; it prepares the drafts and tie-outs your team reviews.

How do you get an extension for Form 12b-25?

File Form 12b-25 no later than one business day after the due date, with the reason in reasonable detail. A 10-K then has 15 calendar days and a 10-Q 5 if the delay is unreasonable effort or expense (Rule 12b-25, read 2026-10-19). If the auditor cannot furnish a required report, attach its signed statement.

What is the smaller reporting company 10-K deadline?

Accelerated filer status sets the deadline, not smaller reporting company status: 90 days after year end for a non-accelerated filer, 75 for an accelerated filer and 60 for a large accelerated filer (checked 2026-10-19). A company that meets the revenue test is non-accelerated. For a December 2026 year end, 90 days is Wednesday, March 31, 2027.

What does 8-K Item 5.02 cover?

Item 5.02 covers certain director and officer changes: a director leaving over a disagreement or for cause, the departure of the CEO, president, CFO, principal accounting or operating officer or a named executive officer, new appointments and directors, and material pay arrangements. It is due in four business days; an appointment may wait for the public announcement (Form 8-K, checked 2026-10-19).

What are the 8-K triggering events?

The form lists them by Item: material agreements, bankruptcy, cybersecurity incidents, acquisitions, results announcements, new obligations, impairments, delisting notices, unregistered equity sales, auditor changes, non-reliance on issued statements, control changes, officer and director changes and shareholder votes. Reports are due four business days after the event unless an Item says otherwise (checked 2026-10-19).

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Next step

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