Sec Fee Rate Calculator

Calculate your SEC filing fee rate accurately and efficiently.

SEC Fee Rate Table (Illustrative – Rates subject to change)

Filing Type	Fee Rate (per $1,000,000)	Notes
Form S-1 / F-1 (IPO)	$132.40	Based on aggregate offering amount.
Form S-3 / F-3 (Registration)	$74.60	Based on aggregate offering amount.
Form 10-K / 10-Q	$0	Fixed fee per class of security (not based on value).
Form 8-K	$0	No filing fee.

What is SEC Fee Rate?

The SEC Fee Rate refers to the specific percentage or fixed amount set by the U.S. Securities and Exchange Commission (SEC) that issuers must pay when filing certain documents. These fees are primarily associated with the registration of securities and are designed to recover the costs of processing these filings and other regulatory activities. The most commonly cited fee is the "transaction fee" for registered offerings, which is calculated based on the aggregate value of the securities being offered. However, other filings have different fee structures, including flat fees or no fees at all.

Understanding and accurately calculating these fees is crucial for companies undertaking public offerings, mergers, acquisitions, or other transactions that require SEC filings. Failure to pay the correct fees can lead to delays and compliance issues. The fee rates are subject to adjustment, typically on an annual basis, based on a formula established by Congress, making it essential to use up-to-date information.

Who should use this SEC Fee Rate Calculator?

• Companies planning an Initial Public Offering (IPO).
• Companies issuing additional securities through a registered offering.
• Investment banks and underwriters managing securities offerings.
• Legal and financial advisors assisting with SEC filings.
• Public companies filing annual, quarterly, or current reports.

Common Misunderstandings about SEC Fees:

• All filings have a fee: This is incorrect. Many filings, such as 8-K, 13D/G, and N-CSR, do not incur a transaction fee.
• The rate is fixed: The SEC filing fee rate for registered offerings changes annually based on statutory formulas. Always use the current rate.
• Fees are always percentage-based: For periodic reports like 10-K and 10-Q, the fee is a flat amount per class of security, not a percentage of the company's market capitalization or transaction value.

SEC Filing Fee Rate Formula and Explanation

The primary formula for calculating SEC registration fees for offerings is as follows:

SEC Registration Fee = Aggregate Offering Value × Fee Rate

However, the application of this formula depends on the filing type:

Variable Explanations:

SEC Fee Variables and Units

Variable	Meaning	Unit	Typical Range / Notes
Aggregate Offering Value	The total monetary value of the securities being registered or sold. For an IPO, this is typically the number of shares offered multiplied by the expected IPO price. For secondary offerings, it's the value of the shares being sold.	USD ($)	Can range from thousands to billions of dollars.
Fee Rate	The statutorily determined rate charged by the SEC per dollar of registered securities. This rate is adjusted annually.	Unitless (expressed as a decimal or per $1,000,000)	For FY 2024, the rate is $0.0001324 per dollar for S-1/F-1 and $0.0000746 per dollar for S-3/F-3. Previously, it was $0.0001285 and $0.0000722 respectively.
Calculated SEC Fee	The total amount payable to the SEC for the filing.	USD ($)	Varies based on offering value and fee rate.
Filing Type	The specific form being filed with the SEC (e.g., S-1, S-3, 10-K).	Text	Standard SEC form designations.
Fee Per Class of Security	A fixed fee applied for certain filings (e.g., 10-K, 10-Q) for each class of security. This is separate from the transaction fee.	USD ($)	For FY 2024, the fee is $139 per class for 10-K and 10-Q. Previously $137.

Fee Calculation Basis

The basis for the fee calculation differs significantly by filing type:

• Registered Offerings (e.g., S-1, S-3): The fee is based on the Aggregate Offering Value.
• Periodic Reports (e.g., 10-K, 10-Q): The fee is a fixed amount per class of security (e.g., common stock, preferred stock). The calculation does not directly involve the aggregate offering value or market capitalization in the same way as registration statements.
• Information Filings (e.g., 8-K, 13D/G): Generally, no filing fee is required.

Practical Examples

Example 1: Initial Public Offering (IPO)

Scenario: A tech startup, "Innovate Solutions," plans to go public. They intend to offer 10,000,000 shares of common stock at an anticipated price of $15 per share. They will file a Form S-1.

Inputs:

• Transaction Value: 10,000,000 shares * $15/share = $150,000,000
• Filing Type: Form S-1
• Current Fee Rate (FY 2024): $0.0001324

Calculation:

SEC Fee = $150,000,000 * $0.0001324 = $19,860

Result: The calculated SEC filing fee for Innovate Solutions' IPO is $19,860.

Example 2: Quarterly Report Filing

Scenario: A publicly traded company, "Global Corp," is required to file its quarterly report on Form 10-Q. Global Corp has two classes of securities outstanding: common stock and Series A preferred stock.

Inputs:

• Filing Type: Form 10-Q
• Fee Per Class of Security (FY 2024): $139
• Number of Security Classes: 2

Calculation:

SEC Fee = 2 classes * $139/class = $278

Result: The calculated SEC filing fee for Global Corp's quarterly report is $278.

Example 3: Secondary Offering

Scenario: An existing public company, "TechGrowth Inc.," wants to raise additional capital by selling $50,000,000 worth of its common stock. They will file a Form S-3.

Inputs:

• Transaction Value: $50,000,000
• Filing Type: Form S-3
• Current Fee Rate (FY 2024): $0.0000746

Calculation:

SEC Fee = $50,000,000 * $0.0000746 = $3,730

Result: The calculated SEC filing fee for TechGrowth Inc.'s secondary offering is $3,730.

How to Use This SEC Fee Rate Calculator

1. Enter Total Transaction Value: If your filing involves registering or selling securities (like an IPO on Form S-1, or a follow-on offering on Form S-3), input the total dollar amount of the securities involved. This is the aggregate offering amount.
2. Select Filing Type: Choose the correct SEC form from the dropdown list (e.g., S-1, S-3, 10-K, 8-K). This is critical as fees vary widely.
3. Handle Per-Class Fees (if applicable): For Forms 10-K and 10-Q, the 'Fee Per Class of Security' input will appear. Enter the current fee ($139 for FY 2024) and ensure the calculator knows how many classes of securities your company has. If your filing type doesn't require this, the field will be hidden.
4. Click 'Calculate Fee': The calculator will display the filing fee rate, the calculated SEC fee in USD, and a summary of the inputs used.
5. Understand the Results: Review the calculated fee, the rate applied, and the basis of the calculation. Note that rates change annually, so always verify with the latest SEC filings or fee rate schedules.
6. Use the 'Reset' Button: To start over with new values, click 'Reset'.
7. Copy Results: Use the 'Copy Results' button to easily transfer the key figures to your documents.

Selecting Correct Units: For this calculator, all monetary values should be entered in United States Dollars (USD). The fee rates are unitless but are applied to the USD value of the transaction. For periodic reports, the fee is a fixed USD amount per security class.

Interpreting Results: The primary result is the 'Calculated SEC Fee'. The 'Filing Fee Rate' shows the percentage used for registered offerings. For 10-K/10-Q filings, the fee is derived from the 'Fee Per Class' input, and the 'Filing Fee Rate' displayed will be 0% as it's not a percentage-based fee.

Key Factors That Affect SEC Filing Fees

1. Aggregate Offering Value: This is the single most significant factor for registered offerings. A larger offering value directly results in a higher filing fee, as the fee is a direct percentage of this value.
2. Filing Type: Different forms (S-1 vs. S-3 vs. 10-K) have fundamentally different fee structures. S-1/S-3 fees are based on offering value, while 10-K/10-Q fees are fixed per security class.
3. Annual Rate Adjustments: The SEC fee rates are subject to change annually, typically effective early in the federal government's fiscal year (October 1st). Using outdated rates will lead to incorrect fee calculations.
4. Number of Security Classes: For periodic reports (10-K, 10-Q), the fee is calculated by multiplying the fee per class by the number of distinct security classes the company has issued (e.g., common stock, multiple series of preferred stock).
5. Type of Offering: Continuous offerings or delayed offerings might have different calculation nuances compared to traditional IPOs or follow-on offerings.
6. SEC's Statutory Authority: The fee rates are ultimately determined by Congress and adjusted based on specific legislative formulas, often tied to inflation or other economic factors.

FAQ

Q1: How often do SEC filing fee rates change?

A1: SEC filing fee rates for registered offerings are typically adjusted annually, effective October 1st, aligning with the U.S. federal government's fiscal year. Fixed fees for 10-K/10-Q also adjust.

Q2: What is the current SEC filing fee rate for an IPO (Form S-1)?

A2: For fiscal year 2024, the rate is $0.0001324 per dollar of the aggregate offering amount. This equates to $132.40 per $1 million offered.

Q3: Are there fees for filing a Form 8-K?

A3: No, generally there is no filing fee associated with filing a Form 8-K (Current Report).

Q4: How is the fee calculated for a Form 10-K?

A4: The fee for a Form 10-K is a fixed amount per class of security. For FY 2024, this fee is $139 per class. It is not based on the company's market capitalization or revenue.

Q5: Can I use previous year's rates?

A5: It is strongly recommended not to use previous years' rates. Using outdated rates can lead to underpayment or overpayment of fees, resulting in compliance issues or financial inefficiency. Always use the current, applicable rate.

Q6: What happens if I pay the wrong SEC filing fee?

A6: Paying the incorrect fee can cause delays in the effectiveness of your registration statement or other filings. The SEC may issue deficiency letters, requiring you to remit the correct amount before processing your filing. Significant discrepancies could lead to more serious compliance actions.

Q7: Does the calculator handle all types of SEC filings?

A7: This calculator focuses on the most common SEC filings with transaction-based or fixed fees (S-1, S-3, 10-K, 10-Q). It includes options for filings without fees for completeness. However, the SEC has numerous forms, and specific niche filings might have unique fee structures not covered here. Always consult official SEC resources or legal counsel for complex situations.

Q8: What is the difference between Form S-1 and Form S-3 fees?

A8: Both Form S-1 (typically for IPOs) and Form S-3 (for seasoned issuers) incur transaction fees based on the offering value. However, the fee rate for Form S-3 is generally lower than for Form S-1, reflecting the SEC's reduced review burden for established public companies.

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