On May 19, 2026, the U.S. Securities and Exchange Commission (SEC) issued a proposal (the “Proposal”) that would significantly simplify the framework used to categorize public company “filer status” for purposes of periodic reporting under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and extend current disclosure scaling and other accommodations to many more public companies.
The Proposal would consolidate the current filer status system, which contains five separate statuses, into two principal categories, “large accelerated filers” and “non-accelerated filers,” with a new sub-category of “small non-accelerated filers” eligible for extended filing deadlines.
The Proposal would also raise the public float threshold for large accelerated filer status from $700 million to $2 billion, modify the testing mechanism for determining filer status, and extend to all non-accelerated filers many of the scaled disclosure accommodations currently available to both “smaller reporting companies” and “emerging growth companies.”
See the SEC’s release. Public comments will be open until 60 days after the date of publication of the proposing release in the Federal Register.
Currently, SEC reporting companies are categorized into five partially overlapping filer statuses with varying requirements:
The Proposal notes that this framework is complex for both companies and investors. The Proposal would transform this into a more streamlined structure, with the intent of simplifying the regulatory scheme.
The Proposal would create a new definition for large accelerated filers; establish a new, expanded, non-accelerated filer status for all issuers that are not large accelerated filers; create a new sub-category for “small non-accelerated filers”; and extend to non-accelerated filers the scaled disclosure requirements currently available to smaller reporting companies and emerging growth companies.
Under the Proposal, an issuer would qualify as a large accelerated filer if, as of the end of its fiscal year, it satisfies both of the following conditions:
This proposed definition would replace the current definition in Rule 12b-2 of the Exchange Act, which classifies an issuer as a large accelerated filer if it had a public float of $700 million or more as of the last business day of its most recently completed second fiscal quarter and had been subject to Exchange Act reporting requirements for at least 12 calendar months, among other requirements.
According to the Proposal, when the SEC first created the large accelerated filer status in 2005, it emphasized that “companies with a public float of $700 million or more represent nearly 95 percent of the U.S. equity market capitalization and are more closely followed by the markets and by securities analysts than other issuers,” and that “larger issuers generally have sufficient financial reporting resources and sufficiently robust infrastructures to comply with the [accelerated filing deadlines].” Those companies, though, only represented 18 percent of the total number of companies on the markets.
The SEC notes that since the adoption of the large accelerated filer status, the $700 million threshold has not been updated and the current threshold captures 98.8 percent of total market public float and 35.4 percent of registrants. The SEC is therefore proposing to raise the threshold to resize the reporting requirements so they are consistent with the original rule’s intent.
The Proposal would change the way public float is calculated for purposes of the large accelerated filer determination.
Under current rules, public float is measured as of the last business day of the registrant’s second fiscal quarter, based on the closing price on that day.
Under the Proposal, public float would be calculated based on the average closing price over the last 10 trading days of the second fiscal quarter, multiplied by the number of non-affiliate shares outstanding on the last day of the second fiscal quarter. The 10-day averaging window is intended to reduce the impact of short-term market volatility on filer status determinations.
Under current rules, a company may qualify as a large accelerated filer after 12 months of reporting with the SEC. The Proposal would require a registrant to have been subject to Exchange Act reporting requirements for at least 60 consecutive calendar months (five years) before it can become a large accelerated filer, regardless of its public float.
The SEC describes this change as a five-year “on-ramp” for all newly public companies, analogous to (and consistent with) the up-to-five-year accommodation period for emerging growth companies under the JOBS Act.
In other words, and as discussed below, all newly public companies would be non-accelerated filers for a period of five years following an initial public offering, regardless of public float.
As a preliminary point, non-accelerated filer status is currently undefined, but has been used informally to refer to companies that are not large accelerated or accelerated filers, which typically means a company with under $75 million in public float.
The Proposal would formally define “non-accelerated filer” for the first time. Under the Proposal, “non-accelerated filer” would be expressly defined to mean any Exchange Act reporting company that is not a large accelerated filer.
The SEC estimates that, if the Proposal were adopted, approximately 80.8% of public companies would be non-accelerated filers.
Under the Proposal, non-accelerated filers would include companies that are currently:
The Proposal would eliminate both the accelerated filer and smaller reporting company categories. All registrants that are not large accelerated filers would simply be non-accelerated filers, and the various overlapping categories of filer status that exist today would be eliminated.
Notably, the emerging growth company category would remain because it is established by statute under the JOBS Act and cannot be eliminated by SEC rulemaking. However, because the Proposal would extend most emerging growth company accommodations to all non-accelerated filers, the Proposal notes that emerging growth company status would in most cases become unnecessary in practice.
The Proposal would create a new sub-category of “small non-accelerated filer” for non-accelerated filers reporting total assets of $35 million or less as of the end of each of the two most recent second fiscal quarters. Small non-accelerated filers would receive extended periodic report filing deadlines:
Small non-accelerated filers would be subject to the same disclosure requirements as non-accelerated filers.
No. The Proposal would not change the periodic reporting deadlines applicable to large accelerated filers or non-accelerated filers:
However, because the Proposal would eliminate the accelerated filer category, existing accelerated filers, which currently have 75 days to file Form 10-K and 40 days to file Form 10-Q, would become non-accelerated filers and would receive the longer non-accelerated filer deadlines. Thus, current accelerated filers would gain 15 additional days for Form 10-K and five additional days for Form 10-Q.
The following table summarizes the periodic reporting deadlines under the Proposal:
Filer Status | Form 10-K | Form 10-Q |
Large accelerated filer | 60 days | 40 days |
Non-accelerated filer | 90 days | 45 days |
Small non-accelerated filer | 120 days | 50 days |
The Proposal would extend to all non-accelerated filers most of the disclosure accommodations currently available to smaller reporting companies, as well as certain accommodations currently available to emerging growth companies. These include:
No requirement to hold shareholder advisory votes on executive compensation (“say-on-pay”) or on the frequency of such votes (“say-when-on-pay”);
Omission of certain Regulation S-K disclosures, including risk factor summaries in periodic reports, the stock performance graph, quantitative and qualitative disclosures about market risks, and certain related party transaction policies and procedures disclosure;
A simplified description of business; and
Deferred adoption of new or revised financial accounting standards to the extent permitted for private companies (an emerging growth company accommodation that would be extended to all non-accelerated filers in their first five years after initial registration).
At the same time, the Proposal would extend to non-accelerated filers the requirement to disclose on Form 10-K or Form 20-F the substance of any material unresolved SEC staff comments received at least 180 days before the registrant’s fiscal year-end.
In addition, Item 404(d) of Regulation S-K, which contains stricter reporting requirements for related party transactions at smaller reporting companies, would be eliminated.
No. Under the Proposal, non-accelerated filers would not be required to obtain an auditor’s attestation of internal control over financial reporting (ICFR) under Section 404(b) of the Sarbanes-Oxley Act. Only large accelerated filers would remain subject to that requirement.
Non-accelerated filers would, however, continue to be subject to Section 404(a) (the annual management report on ICFR) and to the CEO and CFO certifications required under Sections 302 and 906 of Sarbanes-Oxley.
The Proposal would extend to all non-accelerated filers the scaled financial statement requirements currently available only to smaller reporting companies under Article 8 of Regulation S-X and would also extend to all non-accelerated filers certain financial statement accommodations currently available only to emerging growth companies.
The principal financial statement accommodations that would become available to all non-accelerated filers include:
These accommodations would be optional. A non-accelerated filer could elect to provide more comprehensive financial statements if it believes doing so would be viewed favorably by investors or is otherwise advisable in their particular situations.
Consistent with current practice, a registrant would assess its filer status annually, as of the last day of its fiscal year.
Under the Proposal, a registrant would not transition into or out of large accelerated filer status based on a single year’s public float measurement. Instead:
Once a registrant enters either large accelerated filer or non-accelerated filer status, it would retain that status for at least two fiscal years. As a result, both registrants and investors would generally have at least one year of advance visibility before a potential filer status change.
A registrant’s new filer status would apply beginning with its annual report on Form 10-K for the fiscal year in which the new status is determined. For example, a registrant that crosses into large accelerated filer status as of the end of fiscal year 2028 would be required to comply with the large accelerated filer requirements beginning with its Form 10-K for fiscal year 2028 (filed in 2029).
The Proposal also contemplates a transition period intended to allow current registrants to adjust to the new framework.
Yes. The Proposal would permit registrants that no longer meet the conditions for large accelerated filer status (or that have never met them) to voluntarily comply with the reporting rules applicable to large accelerated filers. A registrant might choose to do so if voluntary compliance would be viewed favorably by investors, analysts, or rating agencies, or to maintain consistency with peer disclosure practices. For example, a non-accelerated filer could voluntarily provide three years of audited financial statements, hold a say-on-pay vote, or obtain an ICFR auditor attestation, notwithstanding the availability of the non-accelerated filer accommodations. Electing to provide additional disclosures would not preclude a company from taking advantage of the accommodations at a later time.
The Proposal contemplates that, if the semiannual reporting proposal is adopted, the same scaled disclosure accommodations would apply regardless of whether a registrant elects a semiannual filing cadence. Semiannual filers would determine public float based on the average closing price over the last 10 trading days of the first semiannual period. Small non-accelerated filers that elect semiannual filing would receive the same amount of additional time (five days) to file their semiannual reports as is proposed for quarterly reports on Form 10-Q under the Proposal.
The Proposal will be subject to a 60-day public comment period beginning upon publication of the proposing release in the Federal Register. The SEC will then consider whether to adopt final rules, with potential modifications in response to comments received.
Companies should be aware that the Proposal is only in draft form and could change significantly before a final rule is released.
Nevertheless, to plan ahead, companies may wish to consider how the Proposal would affect their filer status, periodic reporting deadlines, and disclosure obligations. In particular: