Counts of Reporting Issuers Subject

Agency decision

Ask Donna

What actually matters in this document.

Text

to the Securities Act of 1933 and the

Securities Exchange Act of 1934

and Public Firms in 2023

Vladimir Ivanov, Michael Pessin, and Albert Sheen 1

_____________________________________________________________________________________

APRIL 2025

Abstract

This study analyzes the number of reporting issuers that in 2023 were either registered under the

Exchange Act of 1934 or registered offerings under the Securities Act of 1933 and filed Forms 10-K, 10KT, 20-F, or 40-F. The snapshot of the 2023 registrant data reveals that most issuers registered under

Exchange Act section 12(b). Additionally, many registered issuers were eligible to provide scaled

disclosures. While there is no definition of a public company in U.S. securities laws, common usage of

the term “public company” typically refers to a subset of the total count of 8,351 registered issuers in

2023. This study then divides the registered issuers into different categories that can be used to determine

different counts of public companies based on various definitions and methodologies.

This white paper is provided in the authors’ official capacity as economists in the Commission’s Division of Economic and Risk

Analysis but does not necessarily reflect the views of the Commission, the Commissioners, or other members of the staff. This

paper was prepared as a part of the Division of Economic and Risk Analysis (DERA) White Paper series. Lyndon Orton, Olga

Itenberg, and Caroline Schulte provided helpful comments and advice on the paper and data analysis. Evan Avila, Sam Dannels,

and Phillip Sporrer provided excellent research assistance.

Introduction

This study provides data and analysis to support the Commission’s consideration of issues relevant to

issuers of securities required to register offers and sales of securities pursuant to the Securities Act of

1933 and file periodic and other reports pursuant to the Exchange Act of 1934. The purpose of this paper

is to describe these reporting issuers, to provide useful statistics, and to reconcile counts of these issuers

with commonly used counts of public companies. The universe of issuers examined in this paper consists

of entities with a class of securities that filed annual reports on Forms 10-K, 20-F, or 40-F in 2023. 2

Issuers may register with the Commission under several scenarios. First, an issuer that lists a security on

a national securities exchange must register such security under section 12(b) of the Exchange Act.3

These include issuers that conduct an initial public offering (IPO) and become listed on NYSE,

NASDAQ, or other national securities exchanges. Second, absent an exemption from Exchange Act

registration, an issuer must register with the Commission a class of equity securities under Exchange Act

section 12(g)(1) if, on the last day of its fiscal year, the issuer has total assets exceeding $10 million and

the class of equity securities is “held of record” by: 4

•

2,000 or more persons, or

500 or more persons who are not “accredited investors,” as defined in Rule 501(a) of Regulation

D; 5 or

2,000 or more persons in the case of a bank, a savings and loan holding company, as defined in

section 10 of the Home Owners’ Loan Act, 6 or a bank holding company, as defined in section 2 of

the Bank Holding Company Act of 1956. 7

Thus, even if a company is not traded on a national securities exchange, companies meeting these

thresholds are required to publicly file registration statements and periodic reports with the Commission,

thereby subjecting such companies to greater transparency and regulation.

Third, an issuer that does not meet the above criteria can voluntarily register a class of equity securities

under section 12(g). An issuer may choose to voluntarily register a class of equity securities for a number

of reasons, including to facilitate over-the-counter (OTC) trading in its securities. 8 Like issuers that are

required to register a class of equity securities under section 12(g), issuers that voluntarily register a class

of securities under section 12(g) are subject to the same reporting and other requirements. Finally, an

In 2023 there were 12 issuers that filed Form 10-KT, which is filed when a company changes its fiscal year end. Those 12 issuers

are included in the Form 10-K count. An issuer could have filed both a Form 10-K and a Form 10-KT in 2023. We count the most

recent filing filed by each entity in 2023. This method avoids double counting issuers.

See 15 U.S.C. 78l(b).

See 15 U.S.C. 78l(g)(1).

17 CFR 230.501(a).

12 U.S.C. 1461.

12 U.S.C. 1841.

Issuers may elect to voluntarily register a class of securities under Section 12(g) of the Exchange Act to satisfy certain disclosure

standards for over-the-counter trading.

DIVISION OF ECONOMIC AND RISK ANALYSIS

issuer is subject to reporting obligations under section 15(d) of the Exchange Act when its filed

registration statement becomes effective pursuant to the Securities Act of 1933.9 Section 15(d) of the

Exchange Act requires an issuer with an effective Securities Act registration statement to file the same

reports that an issuer with a class of securities registered under section 12 of the Exchange Act would

have to file pursuant to Exchange Act section 13(a). 10

An issuer that incurs an Exchange Act reporting obligation, whether by registration under section 12(b) or

12(g) or by becoming subject to section 15(d), is required to file periodic and current reports with the

Commission pursuant to sections 13(a) and 15(d) for as long as the issuer remains subject to section 12(b)

or 12(g) or has an obligation to file reports under section 15(d). 11

Issuers comply with their annual reporting obligations by filing the following forms on EDGAR, the

Electronic Data Gathering, Analysis, and Retrieval system maintained by the Commission: Form 10-K,

Form 20-F, or Form 40-F. U.S.-domiciled issuers are required to file Form 10-K, or a Form 10-KT if the

end date of the fiscal year is changing, as a bridge until the corresponding Form 10-K for the new fiscal

year is filed. An issuer (other than a foreign government) qualifies as a Foreign Private Issuer (FPI) if it is

organized or incorporated under the laws of a foreign jurisdiction and 50% or less of its outstanding

voting securities are held by U.S. residents. 12 Registered FPIs are required to file Form 20-F unless they

voluntarily elect to file Form 10-K. Lastly, eligible Canadian issuers that elect to use the

Multijurisdictional Disclosure System (MJDS) are required to file Form 40-F in lieu of Form 20-F. 13

Issuers that register with the Commission are classified in several categories based on their applicable

disclosure regime eligibility, and some issuers may fall into more than one category. Two categories –

Smaller Reporting Companies (SRCs) and Emerging Growth Companies (EGCs) – are designed for

smaller issuers. An SRC is an issuer with: 14

•

a public float of less than $250 million; or

annual revenues of less than $100 million and either no public float or a public float of less than

$700 million.

It will become subject to the Exchange Act’s reporting obligations upon effectiveness of the registration statement. See 15 U.S.C.

78o(d).

See 15 U.S.C. 78m(a).

Section 15(d)(1) automatically suspends the reporting obligation of a company either when the company has a class of securities

registered under section 12 or if in the beginning of any fiscal year other than the year in which the Securities Act registration

statement became effective the securities of each class to which the registration relates are held of record by less than a certain

number of persons.

If more than 50% of its outstanding voting securities are held by U.S. residents then the issuer can still qualify as an FPI if none of

the following three circumstances applies: the majority of its executive officers or directors are U.S. citizens or U.S. residents; more

than 50% of the issuer’s assets are located in the United States; or the issuer’s business is administered principally in the United

States.

Under the MJDS, eligible Canadian issuers may satisfy certain securities registration and reporting requirements of the

Commission by providing disclosure documents prepared in accordance with the requirements of Canadian securities regulatory

authorities. See Multijurisdictional Disclosure and Modifications to the Current Registration and Reporting System for Canadian

Issuers, Release No. 33-6902 (Jun. 21, 1991) [56 FR 30036 (July 1, 1991)].

See Item 10(f) of Regulation S-K, Securities Act Rule 405, and Exchange Act Rule 12b-2 (defining SRC).

DIVISION OF ECONOMIC AND RISK ANALYSIS

SRCs are eligible to comply with scaled disclosure requirements. For example, they have different

executive compensation disclosure requirements and can provide two years of annual financial statements

rather than three.

An EGC is an issuer that: 15

•

did not complete its first registered sale of common equity securities on or before December 8,

2011; or

has total annual gross revenues of less than $1.235 billion during its most recently completed

fiscal year.

Unlike other registrant categories, EGCs are subject to a time restriction as well – they exit the status on

the fifth anniversary of their IPO, or sooner if prior to that, their total gross revenues exceed $1.235

billion, they have issued non-convertible debt greater than $1 billion during the previous three years, or

they become a large accelerated filer.16 EGCs are eligible for a variety of accommodations, including

certain of the scaled disclosure accommodations available to SRCs. In addition, EGCs are exempt from

the Sarbanes-Oxley Act section 404(b) auditor attestation of internal control over financial reporting. 17

There are two issuer categories that generally apply to larger issuers – accelerated filers (AFs) and large

accelerated filers (LAFs). These issuers have shorter deadlines to file their periodic reports than nonaccelerated filers. 18 The four conditions for qualifying as an accelerated filer are that an issuer: 19 (1) had

an aggregate worldwide public float of $75 million or more, but less than $700 million, as of the last

business day of the most recently completed second fiscal quarter; (2) has been a reporting company for a

period of at least twelve calendar months; (3) has filed at least one annual report; and (4) does not qualify

under certain SRC provisions. 20 For a large accelerated filer, conditions (2), (3), and (4) are the same, but

condition (1) is that an issuer had an aggregate worldwide public float of $700 million or more, as of the

last business day of the issuer’s most recently completed second fiscal quarter. 21

See 15 U.S.C. 77b(a)(19).

The switch to a large accelerated filer technically would happen only after 12 months have passed since the EGC was subject to

the reporting requirements.

See Rule 2-02(f)(1) of Regulation S-X. 17 CFR 210.2-02(f)(1): “Every registered public accounting firm that issues or prepares an

accountant's report for a registrant, other than a registrant that is neither an accelerated filer nor a large accelerated filer (as defined

in § 240.12b-2 of this chapter), or is an emerging growth company, as defined in Rule 405 of the Securities Act (§ 230.405 of this

chapter) or Rule 12b-2 of the Exchange Act (§ 240.12b-2 of this chapter), or an investment company registered under Section 8 of

the Investment Company Act of 1940 (15 U.S.C. 80a-8), that is included in an annual report required by section 13(a) or 15(d) of the

Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) containing an assessment by management of the effectiveness of the

registrant's internal control over financial reporting must include an attestation report on internal control over financial reporting.”

See Acceleration of Periodic Report Filing Dates and Disclosure Concerning Web Site Access to Reports, Release No. 33-8128

(Sept. 5, 2002) [67 FR 58480 (Sept. 16, 2002)].

See Exchange Act Rule 12b-2.

In 2020, the Commission adopted amendments to exclude from the AF and LAF definitions an issuer that is eligible to be an SRC

and that had annual revenues of less than $100 million in the most recent fiscal year. Accelerated Filer and Large Accelerated Filer

Definitions, Release No. 34-88365 (Mar. 12, 2020) [85 FR 17178 (Mar. 26, 2020)].

See Exchange Act Rule 12b-2.

DIVISION OF ECONOMIC AND RISK ANALYSIS

Reporting issuers that do not fall into the AF or LAF categories are generally referred to as nonaccelerated filers (NAF). NAFs have a different deadline for filing periodic reports than AFs and LAFs.

Some NAF filers may be SRCs. Because the public float tests in the SRC and accelerated filer definitions

partially overlap for issuers with annual revenues of $100 million or more, an issuer meeting the

accelerated filer definition could be an SRC as well. 22 On the other hand, NAFs, AFs, and LAFs do not

overlap. It is possible for an EGC to also be an SRC, an NAF, or an AF. The EGC definition excludes

issuers that qualify as LAF.

Reporting Issuers Statistics

For purposes of this paper, we used publicly-available data on reporting issuers from EDGAR. Our

sample includes all entities that filed a 10-K, 10-KT, 20-F, or 40-F in 2023. If certain entities did not file

any of these forms in 2023 (e.g., because they were late with their 10-K filings in that year, or because

they became subject to a reporting obligation after 2023), they were not included in our 2023 sample.

Table 1 presents the breakdown of our sample based on the type of annual filing. 23

Table 1. Number of reporting issuers based on the types of filings, 2023.

Filing

Form

Observations

10-K

7,243

20-F

953

40-F

155

Total

Filers

8,351

See Accelerated Filer and Large Accelerated Filer Definitions, Release No. 34-88365 (Mar. 12, 2020) [85 FR 17178 (Mar. 26,

2020)].

The Form 10-K count includes a small number of issuers that filed a Form 10-KT instead of, or in addition to, a Form 10-K. A

Form 10-KT is similar to a Form 10-K and is filed when the end date of the fiscal year is changing.

DIVISION OF ECONOMIC AND RISK ANALYSIS

Table 2. Number of reporting issuers by filer type, 2023.

Filer Type

Observations

Large Accelerated Filers

2,461

Accelerated Filers

942

Non-Accelerated Filers

4,789

Smaller Reporting Companies

3,339

Emerging Growth Companies

2,070

Table 2 shows the number of reporting issuers by filer type. Issuers are classified based on self-reported

information. As discussed in the Introduction, some of these types of filer designations overlap, thus the

number of observations adds up to more than the 8,351 total filers in Table 1. 24

Table 3. Number of reporting issuers based on registration status, 2023. 25

Registration

Status

Observations

12(b) filers

6,118

12(g) filers

1,164

15(d) filers

1,225

Total Unique

Filers

8,351

Table 3 shows a breakdown of reporting issuers based on the reason for reporting under the Exchange

Act. By far the largest number of reporting issuers are 12(b) filers. It is possible that an issuer has

indicated in its annual report that it is reporting based on more than one section (e.g., 12(b) and 12(g)),

thus the number of unique filers is less than the sum of the numbers in the three categories.

Additionally, as these filer categories are self-reported, the numbers in Table 3 may over- or underestimate the true number of reporting issuers in each category.

In Table 4, we list several other non-mutually exclusive categories of reporting issuers:

LAF, AF, and NAF filer types in Table 2 sum to only 8,192, 159 fewer than the 8,351 total filers. Accelerated filer status

is unavailable for all 155 40-F filers because they are not required to report it, and 4 asset-backed security (ABS) filers did

not report accelerated filer status.

The 12(b) and 12(g) filers are identified by whether they report 12(b) securities or 12(g) securities in their 2023 annual reports.

Filers do not explicitly report 15(d) securities on 10-K filings. Instead, the status is inferred from the other two security types. If

either 12(b) or 12(g) securities are listed on the form, the issuer is not identified as a 15(d) filer. If the form contains neither 12(b)

nor 12(g) securities, the issuer is identified as a 15(d) filer. For 20-F and 40-F filings, 15(d) filers are identified by whether 15(d)

securities are reported in the annual filing.

DIVISION OF ECONOMIC AND RISK ANALYSIS

•

A Well-Known Seasoned Issuer (WKSI): A WKSI can take down securities “off the shelf” for

sale in a public offering. 26 This allows seasoned issuers to quickly access the public securities

markets to take advantage of favorable market conditions. Subject to certain conditions, the SEC

rules also permit a WKSI to communicate with shareholders at any time, including through a free

writing prospectus, without violating the “gun-jumping” provisions of the Securities Act. For an

issuer to qualify as a WKSI, the issuer must meet the registrant requirements of Form S-3, i.e., it

must be “seasoned,” e.g., has (a) timely filed periodic reports for 12 calendar months and (b) not

defaulted on any indebtedness or long-term leases, and generally must have at least $700 million

in public float. 27

Business Development Companies (BDCs): BDCs are closed-end investment companies that do

not register under the Investment Company Act of 1940, but rather elect to be subject to the

provisions of sections 55 through 65 of the Investment Company Act. 28 Like Exchange Act

reporting issuers, BDCs file annual reports with audited financials on Form 10-K, quarterly

reports with unaudited financials on Form 10-Q, and current reports on Form 8-K. Congress

established BDCs for the purpose of making capital more readily available to small, developing,

and financially troubled companies that do not have ready access to the public capital markets or

other forms of conventional financing. 29

Shell companies: A shell company is defined in Securities Act Rule 405 and Exchange Act Rule

12b-2 as an issuer, other than an asset-backed issuer, that has: (1) no or nominal operations; and

(2) either: (i) no or nominal assets; (ii) assets consisting solely of cash and cash equivalents; or

(iii) assets consisting of any amount of cash and cash equivalents and nominal other assets. 30

Asset-Backed Securities (ABS): ABSs are securities that are backed by a discrete pool of selfliquidating financial assets. 31

See 17 CFR 230.405 “Well-known seasoned issuer”; see also Securities Offering Reform, Release No. 33-8591 (July 19, 2005)

[70 FR 44721 (Aug. 3, 2005)].

See 17 CFR 230.405 “Well-known seasoned issuer” at paragraph (1)(i)(A) (providing that the issuer must have at least $700

million in worldwide “public float,” that is, the market value of outstanding voting and non-voting common equity held by nonaffiliates). An alternative basis for an issuer to satisfy this requirement is to have issued, for cash, within the last three years, at least

$1 billion in aggregate principal amount of non-convertible securities through primary offerings registered under the Securities Act.

17 CFR 230.405 “Well-known seasoned issuer” at paragraph (1)(i)(B). The definition also includes provisions for transactions

involving majority-owned subsidiaries. 17 CFR 230.405 “Well-known seasoned issuer” at paragraph (1)(ii).

See section 2(a)(48) of the Investment Company Act. 15 U.S.C. 80a-2(a)(48).

See H.R. Rep. No. 1341, 96th Cong., 2d Sess. 21 (1980).

15 U.S.C. 78l.

See 17 CFR 229.1101(c)(1), see also Asset-Backed Securities, Release No. 33-8518 (Dec. 22, 2004) [70 FR 1506 (Jan. 7,

2005)], as amended by Asset-Backed Securities, Release No. 338518A (Nov. 29, 2005) [70 FR 72372 (Dec. 5, 2005)].

DIVISION OF ECONOMIC AND RISK ANALYSIS

Table 4. Other types of reporting issuers, 2023. 32

Filer Type

Observations

Well-Known Seasoned Issuers

2,381

Asset-Backed Securities

768

Business Development Companies

118

Shell Companies

570

Reporting Issuers vs. Public Companies

Is a “reporting issuer” the same as a “public company”? There is no definition of a public company in

U.S. securities laws, and thus different parties may use varying definitions. The academic literature, for

example, often identifies public companies as companies listed on national securities exchanges,

excluding exchange-listed entities such as ADRs (American Depositary Receipts, via which foreign stock

trades in the U.S.), real estate investment trusts (REITs), closed-end funds, and shares of beneficial

interest. 33 We label this smaller group of issuers “exchange listed companies.” Others may consider a

public company any entity that has securities listed or quoted on a trading venue, regardless of whether

the venue is a national securities exchange or the OTC market. Under such a definition, a closed-end

fund traded on NYSE would be considered a public company, as would an operating company quoted on

the OTC market. The broadest definition of a public company could be any entity which is a reporting

issuer, i.e., the 8,351 issuers in our sample.

We present in this section a breakdown of the full registrant universe to illustrate the potential gaps

between the count of reporting issuers and that of public companies as that term is used by others. While

there is a large overlap between issuers filing Form 10-K and companies considered to be public, the pool

of reporting issuers is larger than that of many definitions of public companies. In addition to excluding

ADRs and various listed funds and trusts, common definitions of public companies exclude certain

reporting issuers under section 12(g) and section 15(d) of the Exchange Act. Such reporting issuers could

be, for example, issuers that do not have traded securities on national securities exchanges (they may

trade on the OTC market). It is also possible that certain reporting issuers, especially those reporting

under section 15(d), do not have traded shares at all. Issuers of debt securities, who do not have

registered equity securities and report based on section 15(d) until reporting obligations are suspended

after their debt obligations are repaid, also may not fall into the typical interpretation of a public company.

We begin our breakdown of the registrant universe by first identifying which of the reporting issuers in

our pool have shares traded on U.S. national securities exchanges. To do that, we match our registrant

The Asset-Backed Securities count is the number of issuing entities subject to Exchange Act reporting requirements.

See, e.g., Mark Roe & Charles C.Y. Wang, 2024, Half the Firms, Double the Profits: Public Firms’ Transformation, 1996-2022, J.

L., FIN., & ACCT. (Mar. 3, 2023), available at https://ssrn.com/abstract=4372070. See also Craig Doidge, Kathleen M. Kahle, G.

Andrew Karolyi, & René M. Stulz, Eclipse of the Public Corporation or Eclipse of the Public Market?, 30 J. APPLIED CORP. FIN. 8

(May 8, 2018).

DIVISION OF ECONOMIC AND RISK ANALYSIS

universe with the Center for Research in Security Prices (CRSP) database. 34 This is a standard database

for financial data used in academic research. Table 5 shows the results from this matching. There is large

overlap between the sample of reporting issuers and CRSP coverage— approximately 71% (5,914) of

reporting issuers can be matched to CRSP (Panel A of Table 5). The Forms 20-F and 40-F filers have

higher matching proportions than Form 10-K filers. At the same time, approximately 29% (2,437) of

reporting issuers do not show up in CRSP (Panel B of Table 5). Several reasons could explain this gap.

CRSP does not include asset-backed securities (ABS); 100% of reporting issuers of ABS (768) in our

sample fall in the “No CRSP match” category in Panel B of Table 5. Another large group of reporting

issuers not in CRSP would be those that report under 12(g) and 15(d) of the Exchange Act whose shares

trade on the OTC market, who do not have traded shares, or who have registered debt only. In fact, as can

be seen in Panel B of Table 5, almost half of the reporting issuers that are missing from CRSP (1,174)

reported under 15(d). Another 1,006 reporting issuers not found in CRSP are 12(g) filers. Additionally,

291 reporting issuers not found in CRSP are 12(b) filers. Those could be 12(b) issuers delisted from their

respective exchanges in 2023. It is also possible that some registered issuers incorrectly identified

themselves as registering under 12(b), when they are required only to report under 12(g) or 15(d).

Table 5. Matching of reporting issuers with CRSP, 35 2023.

Panel A. Reporting issuers matched with CRSP