Smaller Reporting Company Investor Relations Guide

A smaller reporting company is a public company with a public float under $250 million, or annual revenues under $100 million and either no public float or a float under $700 million, according to the SEC. Its investor relations program has the same communication duties as any public company but works under scaled filing requirements, so the program itself has to do more of the work of explaining the business.

Updated October 27, 2026. This guide is general information for communications teams, not legal advice. Securities counsel confirms whether a company qualifies and which rules apply.

What is a smaller reporting company?

A smaller reporting company, often called an SRC, is a regulatory status defined by SEC rules rather than an informal stock market label. The SEC's small business guidance says that, since the 2018 amendments took effect on September 10, 2018, a company generally qualifies if it has a public float of less than $250 million, or has less than $100 million in annual revenues and either no public float or a public float of less than $700 million.

Status is tested annually. Law firm summaries of the rule note that a company that loses qualification can requalify only at lower thresholds set at 80 percent of the initial markers: a public float under $200 million, or revenues under $80 million with a float under $560 million.

What does scaled disclosure change for investor relations?

Scaled disclosure allows a smaller reporting company to provide less information in SEC filings, requiring the investor relations team to do more independent work to explain performance. According to a Mondaq summary of the SEC's final rules, a smaller reporting company may provide two years of audited financial statements instead of three, and may omit certain executive compensation disclosures and the CEO pay ratio.

The SEC guidance adds that smaller companies with a public float under $75 million qualify as non-accelerated filers. That classification removes the requirement for an auditor attestation of management's assessment of internal control over financial reporting and provides more time to file periodic reports.

For an investor relations team, these exemptions mean that investors and analysts receive fewer standard public data points. The company must choose which metrics to volunteer and report them consistently each quarter.

Which disclosure rules do not get lighter?

Regulation FD selective disclosure rules do not get lighter for a smaller reporting company. Regulation FD is an issuer rule, and SEC guidance outlines scaled periodic filing requirements rather than an exemption from fair disclosure duties. Our plain guide to Regulation FD explains who the rule covers and how a company makes information public.

Smaller companies regularly have senior executives taking direct calls from individual retail investors or small funds. Because those unscripted conversations carry a high risk of selective disclosure, an approved speaker list and a catalog of already-public facts remain essential safeguards.

What should a smaller public company's IR program include?

A smaller public company's investor relations program should include a dedicated investor webpage, an earnings release schedule, an authorized speaker policy, targeted audience outreach, and steady updates between filings. Securities counsel should review and confirm these operational procedures for each issuer.

• Keep an investor page that holds the latest release, filings, presentation and replay in one place.

• Set an earnings calendar and run each release, filing and call as one package, using the steps in our guide to earnings release Form 8-K items.

• Name the people who speak to investors and analysts, and give them a document of facts that are already public.

• Decide which audiences matter first, such as retail investors, small funds and the few analysts who cover the company.

• Publish regular factual updates between earnings, so that investors see a steady record and not silence broken by filings.

How can a smaller company explain its business when coverage is thin?

A smaller company can explain its business when analyst coverage is thin by publishing primers, defining metrics in plain language, and maintaining consistent quarterly reporting. The review of strong small-cap investor relations programs shows how companies did this, and the 2026 AI retail investor study on microcaps looks at how retail investors now research small public companies.

Companies that are not yet public can read the pre-IPO communications plan first. The investor relations services and financial public relations pages describe the communications work involved.

Frequently asked questions

Is every small-cap company a smaller reporting company?

Not every small-cap company is a smaller reporting company. Smaller reporting company status is a specific legal qualification determined by SEC float and revenue thresholds, while small-cap is an informal market capitalization category used by market participants. A business can meet one definition without meeting the other.

How often is smaller reporting company status checked?

A company checks its smaller reporting company status once each year. The calculation uses the public float as of the final business day of the issuer's most recently completed second fiscal quarter, along with annual revenues from the most recently completed fiscal year.

Does SRC status lower the Regulation FD burden?

Smaller reporting company status does not reduce or lower the Regulation FD burden. SEC rules grant scaled filing disclosures in periodic reports, but they offer no relief from selective disclosure prohibitions.

Where should an SRC start with investor relations?

A smaller reporting company should start investor relations by building a centralized investor page, establishing an earnings calendar, designating spokespersons, and cataloging public facts. After setting up these core operational tools, the issuer can add scheduled news updates between earnings cycles.