SEC Proposes Major Overhaul of Public Company Reporting Framework: Two-Tier Filer Status System, Expanded Disclosure Accommodations, and New Relief for the Smallest Filers

On May 19, 2026, the Securities and Exchange Commission (the “SEC”) proposed significant  amendments to its public company reporting framework that would fundamentally restructure the way public companies are categorized and the disclosure obligations they must satisfy. The proposed rules would consolidate the current multi-tiered filer status system into two principal categories: large accelerated filers (LAFs) and non-accelerated filers (NAFs), eliminating the accelerated filer and smaller reporting company (SRC) categories, while extending a robust set of existing disclosure accommodations to all NAFs. The proposal would also create a new sub-category for the very smallest NAFs.

The proposed amendments represent the most comprehensive simplification of the SEC’s filer status framework in over two decades and, if adopted, would significantly reduce compliance costs and reporting burdens for the large majority of public companies while preserving full disclosure requirements for the largest issuers.

We have included a chart at the end of this discussion that highlights some of the differences between the current filer categories and the proposed filer categories.

Comments on the proposal are due 60 days after publication in the Federal Register.

Summary of the Key Elements of the Proposal

• The proposal would streamline existing filer statuses under the Securities Exchange Act of 1934 (the “Exchange Act”) into two principal categories: large accelerated filers and non-accelerated filers, eliminating the accelerated filer and smaller reporting company categories.
• The proposal would raise the threshold for large accelerated filer status from $700 million to $2 billion in public float.
• The proposal would define a non-accelerated filer as any issuer that is not a large accelerated filer. As a practical result, non-accelerated filer status would become the default status for most public companies.
• The proposal would give newly public companies a minimum five-year on-ramp before they could become large accelerated filers by requiring a registrant to have been subject to Exchange Act reporting requirements for at least the preceding 60 consecutive calendar months before large accelerated filer status can apply. This would effectively extend the policy rationale of the “emerging growth company” on-ramp to all new registrants, regardless of whether they qualify as emerging growth companies.
• The proposal would also make filer status more stable by requiring a registrant’s public float to be at or above, or below, the $2 billion threshold for two consecutive years before it transitions into or out of large accelerated filer status. Public float would be calculated using the average closing price, or bid-ask average if no closing price is available, over the last ten trading days of the second fiscal quarter, multiplied by the shares held by non-affiliates as of the last day of that quarter.
• The proposal would extend to non-accelerated filers many scaled disclosure accommodations now associated with smaller reporting companies and emerging growth companies. These accommodations would include, among others, scaled business disclosure, two years of Management’s Discussion and Analysis (MD&A) disclosure instead of three, scaled executive compensation disclosure, two years of audited financial statements for many issuers, and no required auditor attestation report on internal control over financial reporting.
• The proposal would create a new subcategory of small non-accelerated filers, consisting of non-accelerated filers with total assets of $35 million or less as of the end of each of their two most recent second fiscal quarters. Small non-accelerated filers would be required to file their Form 10-Ks 120 days after their fiscal year-end and to file their Form 10-Qs 50 days after their fiscal quarter-end, compared with 90 days and 45 days, respectively, for other non-accelerated filers.

Current Filer Status Framework

The current framework establishes three broad filer tiers based primarily on a company’s public float (the aggregate market value of equity held by non-affiliates):

• Large Accelerated Filers (LAFs) are registrants with a public float of $700 million or more, at least 12 months of Exchange Act reporting history, at least one filed annual report, and no eligibility for smaller reporting company status under the applicable revenue test. They face the most accelerated filing deadlines—60 days for Form 10-K and 40 days for Form 10-Q—and must comply with the most comprehensive disclosure requirements, including the requirement to obtain an auditor attestation on internal control over financial reporting (ICFR) under Section 404(b) of the Sarbanes-Oxley Act.
• Accelerated Filers (AFs) are registrants with a public float of $75 million to less than $700 million, subject to less accelerated filing deadlines (75 days for Form 10-K and 40 days for Form 10-Q) and the same comprehensive disclosure requirements as LAFs, including the ICFR auditor attestation.
• Non-Accelerated Filers (NAFs) are registrants with a public float of less than $75 million (or, under certain conditions, less than $700 million with revenues under $100 million), subject to non-accelerated filing deadlines (90 days for Form 10-K and 45 days for Form 10-Q), and exempt from the ICFR auditor attestation requirement.

In addition to these three categories, the smaller reporting company (SRC) status—applicable to registrants with less than $250 million in public float or, in some circumstances, with less than $100 million in annual revenues—provides scaled disclosure accommodations on top of a registrant’s underlying filer status. The emerging growth company (EGC) status is a statutory category available to companies for up to five years after their initial public equity offering, so long as certain revenue and debt thresholds are not exceeded, and provides an overlapping but distinct set of accommodations.

Key Proposed Changes

A Simplified Two-Tier Filer Status System

The centerpiece of the proposal is the consolidation of the current five filer statuses into two principal categories: LAFs and NAFs. The accelerated filer (AF) and SRC categories would be eliminated as standalone statuses. The EGC status, which is created by statute, would be preserved but, as discussed below, would in most cases be rendered practically unnecessary by the extension of EGC accommodations to all NAFs.

Revised Large Accelerated Filer Definition: Higher Threshold, Longer Seasoning, and Two-Year Lookback

Under the proposal, the requirements to qualify as an LAF would be meaningfully tightened in three important respects:

Raised Public Float Threshold. The public float threshold to become an LAF would be increased from the current $700 million to $2 billion. The proposed $2 billion threshold would be a single threshold for both entering and exiting large accelerated filer status, replacing the existing separate lower exit thresholds that the SEC says have contributed to complexity. The SEC noted that registrants meeting this higher threshold would collectively represent approximately 93.5% of total market public float and have both the investor demand and the compliance resources to support the most comprehensive reporting requirements. Under this new threshold, only approximately 19.2% of current public companies would be LAFs, compared to 35.4% today.

New Public Float Calculation Methodology. To provide a more stable measurement, the proposal would change how public float is calculated for LAF purposes. Under the current rules, public float is determined using the closing price (or average of bid/ask prices) on the last business day of the second fiscal quarter. Under the proposal, public float would instead be calculated by multiplying the number of shares held by non-affiliates as of the last day of the second fiscal quarter by the average price over the last ten trading days of the second fiscal quarter. This change is intended to smooth out single-day price volatility that can distort filer status determinations under the current rules.

Two-Year Lookback for Status Transitions. Rather than permitting a registrant to change filer status based on a single year’s public float, the proposal would require a registrant to exceed (or fall below) the $2 billion threshold for two consecutive fiscal years before transitioning between LAF and NAF status. This two-year lookback is designed to reduce the frequency of status changes and provide greater predictability for both registrants and investors in planning disclosure controls and procedures.

Extended Seasoning Requirement. Currently, a registrant may qualify as an LAF after only 12 calendar months as a public company. The proposal would extend this seasoning period to 60 consecutive calendar months (five years). This means that every newly public company would benefit from a mandatory five-year on-ramp during which it would be treated as an NAF, regardless of its public float — a structure designed to reduce the immediate compliance burden on new public companies and incentivize more companies to go public.

Redefined and Expanded Non-Accelerated Filer Status

Under the proposal, every issuer that is not an LAF would be an NAF. This would include all registrants from the moment of their initial public offering or registration and for at least five years thereafter, by operation of the seasoning requirement.

Critically, all NAFs would become entitled to the full range of scaled disclosure accommodations currently available only to registrants that qualify as both SRCs and EGCs. According to the SEC, while NAFs under the proposed rules would account for approximately 81% of all public companies, they would represent only approximately 6.5% of total market public float. The NAF filing deadlines would remain at 90 days for Form 10-K and 45 days for Form 10-Q.

Expanded Accommodations for All NAFs

The following is a summary of the significant accommodations that would be available to all NAFs under the proposed rules:

Financial Statements. NAFs would be permitted to prepare their financial statements in accordance with Article 8 of Regulation S-X (currently available only to SRCs), providing scaled financial statement requirements. In particular, NAFs would be required to provide only two years (rather than three years) of audited financial statements and related MD&A disclosure. Investment companies would not be permitted to rely on Article 8. However, business development companies and face-amount certificate companies that are NAFs would receive certain accommodations under proposed Rule 3-19, including the ability to provide two rather than three years of statements of operations and cash flows and to defer certain accounting standards to the same extent as other eligible non-accelerated filers.

ICFR Auditor Attestation. NAFs would not be required to obtain an ICFR auditor attestation under Section 404(b) of the Sarbanes-Oxley Act. This is one of the most significant and costly compliance burdens for public companies, and, according to the SEC, the proposal would increase the number of registrants exempt from this requirement by approximately 26.7% compared to today. Management’s assessment and report on ICFR effectiveness would still be required of all NAFs.

Executive Compensation Disclosure. NAFs would be entitled to provide significantly scaled executive compensation disclosure, including: disclosure for only three (instead of five) named executive officers; only two years (instead of three years) of summary compensation table information; and exemptions from the requirement to provide a Compensation Discussion and Analysis, pay ratio disclosure, pay versus performance disclosure, and several executive compensation tables (including grants of plan-based awards, pension benefits, option exercises and stock vested, and nonqualified deferred compensation tables).

Shareholder Advisory Votes. NAFs would be entirely exempt from the requirement to conduct say-on-pay votes (the advisory vote on executive compensation), say-on-pay frequency votes, and golden parachute compensation advisory votes in connection with mergers and acquisitions. Currently, only EGCs are exempt from these requirements.

Other Disclosure Accommodations. NAFs would not be required to provide: risk factor disclosure in Forms 10-K and 10-Q; a stock performance graph (with an exception for NAFs that are investment companies); supplementary financial information; quantitative and qualitative disclosures about market risk; compensation committee interlocks and insider participation disclosure; compensation committee reports; and disclosure regarding certain payments made by resource extraction issuers.

Deferred Adoption of New Accounting Standards. For the first five years after their initial registration with the SEC, NAFs would be permitted to elect to defer compliance with new or revised financial accounting standards until the date that a non-issuer (i.e., a private company) is required to comply with such standards. This accommodation is currently available only to EGCs, and the proposal would extend it as a time-limited on-ramp benefit to all newly public companies. Consistent with the current EGC framework, the election would be irrevocable: NAFs electing not to use the accommodation may not revisit the election in future filings.

Material Unresolved Staff Comments. As a new obligation, NAFs would be required to disclose in their Form 10-K or Form 20-F the substance of material unresolved staff comments received from the SEC not less than 180 days before the fiscal year end — a disclosure that is currently required only of LAFs and AFs. The SEC explains that this change is important because a separate contemporaneous offering reform proposal would make Form S-3 and shelf offering eligibility available to significantly more issuers, including non-accelerated filers, and investors in those issuers should be informed of material unresolved staff comments when periodic reports may be incorporated by reference.

New Small Non-Accelerated Filer (SNF) Sub-Category

The proposal would create a new sub-category within NAF status for the very smallest registrants: small non-accelerated filers (SNFs). To qualify as an SNF, a registrant must: (1) be an NAF; and (2) report total assets of $35 million or less as of the end of each of its two most recent second fiscal quarters.

SNFs would be granted extended filing deadlines: 120 days (rather than 90 days) after fiscal year end to file their Form 10-K, and 50 days (rather than 45 days) after fiscal quarter end to file their Form 10-Q. These extensions are designed to address the practical reality that the smallest public companies disproportionately struggle to meet existing filing deadlines—the SEC found that approximately 39.7% of registrants at or below the $35 million total asset threshold failed to file their Form 10-K by the initial reporting deadline in 2024, compared to only 11% of larger NAFs.

The SEC estimates that setting the SNF asset threshold at $35 million would result in approximately 1,072 registrants qualifying for the SNF subcategory, representing approximately 22.2% of NAFs and 17.9% of all registrants. According to the SEC, the total asset threshold, rather than public float or revenue, was selected for consistency and reliability across registrant types and industries. 

Treatment of Foreign Private Issuers and Asset-Backed Issuers

The proposal would exclude foreign private issuers (FPIs) that elect to comply with the rules and use the forms designated for FPIs, and asset-backed issuers, from the new LAF and NAF filer status definitions. FPIs filing on Form 20-F would continue to be required to obtain an ICFR auditor attestation if they had a public float of $75 million or more at the end of the most recently completed second fiscal quarter (unless they qualify as EGCs), pending the SEC’s ongoing broader review of the FPI framework. Asset-backed issuers have a separate disclosure regime under Regulation AB and would not be affected by the proposed changes.

Proposed Transition Rules

Existing registrants as of the effective date of any final rules would be required to assess large accelerated filer or non-accelerated filer status as of the end of their fiscal year before the final rules become effective. The assessment would be based on public float and, if applicable, total assets for that fiscal year and the immediately prior fiscal year.

Existing registrants would be permitted to complete the initial assessment at any time after effectiveness of the final rules, but no later than the day before the last day of the fiscal year in which the final rules become effective. If an existing registrant does not complete the initial assessment by the deadline, it would be deemed to be a large accelerated filer until the next assessment date if it was a large accelerated filer before effectiveness, and otherwise would be deemed to be a non-accelerated filer until the next assessment date.

A registrant that qualifies as a non-accelerated filer after the initial assessment could use non-accelerated filer accommodations in its next Securities Act or Exchange Act filing made after the assessment is completed. A registrant that qualifies as a small non-accelerated filer could use the extended small non-accelerated filer deadlines in its next Form 10-Q or Form 10-K filed after the initial assessment is completed.

Practical Implications for Public Companies

The proposed framework would have significant practical consequences across the spectrum of public companies.

For companies currently classified as AFs or smaller LAFs: A substantial number of these companies—those with public floats between $700 million and $2 billion or that have been reporting for less than five years—would transition from LAF or AF status to NAF status under the proposed rules. These companies would gain the ability to provide scaled disclosure, eliminate the ICFR auditor attestation, and benefit from the other NAF accommodations described above.

For companies currently classified as NAFs, SRCs, or EGCs: These companies would continue to benefit from their existing accommodations, now consolidated and formalized under a single NAF status. Most notably, non-EGC NAFs that currently must conduct say-on-pay votes and provide more extensive executive compensation disclosure would gain the benefit of the EGC-level accommodations in those areas.

For newly public companies: The mandatory 60-month seasoning period would mean that every company completing an IPO would benefit from NAF status—and all of the accommodations described above—for at least five years after going public, regardless of its public float. This is intended to create a meaningful on-ramp that reduces the initial compliance burden of being a public company and may encourage more private companies to access the public markets.

For the very smallest public companies (SNFs): The extended Form 10-K and Form 10-Q deadlines could be especially meaningful in reducing filing pressure and managing external auditor and counsel workloads. If the proposal is adopted, these companies should, nevertheless, consider whether filing earlier than the extended deadline may be advantageous in light of investor expectations, market practice, and comparability with other reporting companies.

For foreign private issuers: The proposal is more limited because foreign private issuers using foreign private issuer forms generally would not be able to rely on the new non-accelerated filer accommodations. Foreign private issuers should continue monitoring the SEC’s broader foreign private issuer review, because the SEC expressly cites that ongoing review as a reason for limiting this proposal’s effect on foreign private issuers.