On May 19, 2026, the US Securities and Exchange Commission (SEC) proposed rule and form amendments that would significantly revise the filer status framework for Exchange Act reporting companies and related disclosure requirements. The proposal would simplify the current structure by focusing primarily on two filer categories, large accelerated filers and non-accelerated filers, and would extend a number of existing scaled disclosure accommodations to non-accelerated filers.

The proposal is part of a broader SEC initiative focused on streamlining public company disclosure to reduce compliance costs and encourage more public listings. In prepared remarks, SEC Chairman Paul Atkins noted, “[b]y expanding existing benefits to more companies, simplifying the analysis required for a company to avail itself of those benefits, and enhancing certainty of how long a company receives them, the Filer Status Proposal would make public company status more attractive.”

What the Proposal Does 

Under the current framework, reporting companies may be classified as large accelerated filers (LAFs), accelerated filers (AFs), non-accelerated filers (NAFs), smaller reporting companies (SRCs), and emerging growth companies (EGCs), with overlapping consequences for filing deadlines, disclosure requirements, and internal control obligations.

The SEC’s proposal would revise that framework in several significant respects.

1. Filer Status Simplification

The proposed amendments would streamline the existing filer categories so that, as a practical matter, the system would center on two principal categories:

• Large accelerated filers (LAFs)
• Non-accelerated filers (NAFs)

The proposal would eliminate the AF and SRC categories. EGC status would remain, because the SEC is not proposing to eliminate that statutory category, although the proposal would extend many current EGC accommodations to NAFs.

Under the proposed rules, any reporting company that is not a LAF would be treated as an NAF.

2. Revised Large Accelerated Filer Threshold and Methodology

The proposed rules would raise the threshold for LAF status from the current $700 million of public float to $2 billion.

The SEC also proposes changes to how public float would be measured and how status changes would occur.

• Public float would be determined using the average stock price over the last 10 trading days of the second fiscal quarter, rather than the current single-day measurement.
• A company would move into or out of LAF status only if the threshold is met, or not met, for two consecutive years, rather than the current single-year trigger.

In addition, the SEC proposes to extend the seasoning requirement for LAF status from 12 consecutive calendar months to 60 consecutive calendar months. The proposal would require a company to remain subject to Exchange Act reporting for at least 60 consecutive calendar months before it could qualify as a LAF.

The SEC estimates that 19.2 percent of the approximately 6,000 public companies filing on domestic forms, representing 93.5 percent of the current public float, would be deemed AFs under the new definition. 

3. Scaled Disclosure and Other Accommodations for Non-Accelerated Filers

Companies not meeting the criteria for AF status would default to being classified as NAFs. The SEC estimates that 80.8 percent of public companies filing on domestic forms, representing 6.5 percent of the current public float, would be deemed NAFs under the new definition. The proposal would extend to all NAFs many accommodations that today are available only to SRCs and EGCs.

According to the proposing release, these accommodations would include:

• Exemption from the internal controls over financial reporting (ICFR) auditor attestation requirement under Section 404(b) of the Sarbanes-Oxley Act
• Scaled executive compensation disclosure
• Two years of audited financial statements rather than three years
• Two years of MD&A rather than three
• No pay ratio disclosure
• No shareholder advisory votes on executive compensation (say-on-pay, frequency of say-on-pay, and golden parachute compensation)
• No mandatory risk factor disclosure in Forms 10-K and 10-Q
• No market risk disclosure under Item 305 of Regulation S-K
• No supplementary financial information disclosure under Item 302 of Regulation S-K

The proposed rules would also allow NAFs generally to use Article 8 of Regulation S-X, subject to separate treatment for business development companies and face-amount certificate companies under proposed Rule 3-19 of Regulation S-X.

4. New Subcategory for the Smallest Non-Accelerated Filers

The SEC also proposes to establish a new subset of NAFs: small non-accelerated filers (SNFs). To qualify as an SNF, a registrant would need to both:

• Be a non-accelerated filer
• Report total assets of $35 million or less as of the end of each of its two most recent second fiscal quarters

SNF companies would receive extended deadlines for periodic reports:

• Form 10-K would be due 120 days after fiscal year-end instead of 90 days
• Form 10-Q would be due 50 days after quarter-end instead of 45 days

The proposing release states that the SEC is proposing this change to reduce compliance burdens for the smallest public companies. The SEC estimates that SNFs would make up 17.9 percent of all domestic filers and 22.2 percent of NAFs.

5. Changes to Small Entity Definitions Under the Regulatory Flexibility Act

The proposal would also revise the SEC’s rules defining which issuers are considered “small entities” for purposes of the Regulatory Flexibility Act. This change would not create additional disclosure accommodations, but would update the thresholds the SEC uses when evaluating the impact of its rulemakings on smaller issuers.

Among other things, the SEC proposes to:

• Raise the asset threshold from the current $5 million to $35 million
• Eliminate the separate offering size element from the Securities Act definition of “small entity”

The SEC says this change is intended to modernize and harmonize the standards used in its Regulatory Flexibility Act analyses and to better reflect the scale of these “small entity” issuers in today’s markets.

Other Proposed Amendments

The release also includes a number of related and technical amendments. Among other items, the SEC proposes to:

• Require disclosure in Form 10-K and Form 20-F of material unresolved SEC staff comments received at least 180 days before fiscal year-end and still unresolved
• Exclude asset-backed issuers from the proposed LAF and NAF filer status definitions
• Continue separate treatment for foreign private issuers (FPIs) using FPI forms
• Remove outdated, expired, and overlapping disclosure requirements the SEC says are no longer necessary or are addressed elsewhere, including by US GAAP

Timing and Next Steps

Comments will be due 60 days after publication of the proposal in the Federal Register. After the comment period closes, the SEC will review comments and determine whether to adopt final rules.

Based on the SEC’s estimates of current filers, approximately 44 percent of domestic registrants (around 2,640 public companies) currently make scaled disclosures under the SRC regime. If the SEC adopts final rules consistent with the proposal, the number of total NAFs would be about 4,860 companies, permitting over 2,200 additional companies to begin making scaled disclosures. This means that a substantial number of companies that would be classified as NAFs under the proposal would be able to provide significantly less mandatory disclosure to investors than they are currently providing.

As always, companies evaluating the proposal should consider what peer companies and others in the same industry or sector are likely to disclose, since comparability and market practice will likely remain important to investors even if mandatory SEC disclosure requirements are reduced. Some NAFs may thus choose to provide disclosures beyond the amended SEC requirements based on investor demand.