SEC Proposes Streamlined Filer Status Categories and Increased Access to Scaled Disclosure Accommodations

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.

What would change under the Proposal?

Currently, SEC reporting companies are categorized into five partially overlapping filer statuses with varying requirements:

• Large accelerated filers;
• Accelerated filers;
• Non-accelerated filers;
• Smaller reporting companies; and
• Emerging growth companies.

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.

How is the large accelerated filer definition changing?

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:

• Public float. The issuer had an aggregate worldwide market value of voting and non-voting common equity held by non-affiliates of $2 billion or more as of the end of each of its two most recent second fiscal quarters. For each of those quarters, public float is calculated based on the average closing price of the issuer’s common equity over the last 10 trading days of the quarter, multiplied by the number of shares held by non-affiliates on the last day of the quarter; and
• Seasoning. The issuer has been subject to the periodic reporting requirements of the Exchange Act for at least 60 consecutive calendar months.

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.

Why is the SEC changing the large accelerated filer definition?

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.

How would a company determine its public float under the Proposal?

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.

What is the new “seasoning” requirement for large accelerated status?

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.

How is the non-accelerated filer status definition changing?

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:

• Large accelerated filers that would no longer qualify under Proposal;
• All current accelerated filers; and
• All current non-accelerated filers, including smaller reporting companies and emerging growth companies.

What happens to the current “accelerated filer” and “smaller reporting company” categories?

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.

What is a “small non-accelerated filer”?

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:

• 120 days (an additional 30 days) for Form 10-K; and
• 50 days (an additional five days) for Form 10-Q.

Small non-accelerated filers would be subject to the same disclosure requirements as non-accelerated filers.

Would reporting deadlines change for the large accelerated and non-accelerated filer categories?

No. The Proposal would not change the periodic reporting deadlines applicable to large accelerated filers or non-accelerated filers:

• Large accelerated filers would continue to have 60 days to file Form 10-K and 40 days to file Form 10-Q; and
• Non-accelerated filers (other than small non-accelerated filers) would continue to have 90 days to file Form 10-K and 45 days to file Form 10-Q.

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:

What disclosure accommodations would be extended to non-accelerated filers?

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:

• Scaled financial reporting requirements, detailed further below;
• Scaled executive compensation disclosures, including:
• Compensation disclosures for three (instead of five) named executive officers, with two years of summary compensation table data;
• No required compensation discussion and analysis;
• No required pay ratio disclosure;
• No required pay-versus-performance disclosure; and
• Scaled golden parachute disclosure;

• 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.

Would non-accelerated filers still be subject to ICFR auditor attestation?

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.

How would the financial statement requirements be modified for new non-accelerated filers?

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:

• Audited annual financial statements. Non-accelerated filers would be permitted to provide two years (rather than three years) of audited income statements, statements of cash flows, and statements of changes in stockholders’ equity. The existing requirement to provide audited balance sheets as of the end of the two most recent fiscal years would not change.
• Interim financial statements. Non-accelerated filers would be permitted to use the scaled presentation requirements for interim financial statements currently applicable to smaller reporting companies under Article 8.
• MD&A. Non-accelerated filers would be permitted to provide a corresponding two-year (rather than three-year) period-to-period comparison in MD&A under Item 303 of Regulation S-K.
• IPO registration statements. Companies that would qualify as non-accelerated filers upon registration would be permitted to include two years (rather than three years) of audited financial statements in their initial public offering registration statement—an accommodation currently limited to emerging growth companies.
• Deferred adoption of new accounting standards. Non-accelerated filers would be permitted to defer compliance with new or revised financial accounting standards until private companies are required to comply, to the extent the standard provides for delayed compliance for private companies. This is an emerging growth company accommodation that the Proposal would extend to all non-accelerated filers.

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.

When and how would a company test its filer status?

Consistent with current practice, a registrant would assess its filer status annually, as of the last day of its fiscal year.

How would a company enter or exit large accelerated filer status?

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:

• A non-accelerated filer would not become a large accelerated filer until its public float meets the $2 billion threshold in each of two consecutive fiscal years; and
• A large accelerated filer would not exit large accelerated filer status until its public float falls below the $2 billion threshold in each of two consecutive fiscal years.

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.

When would a new filer status take effect for a particular company?

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.

Could a non-accelerated filer or small non-accelerated filer voluntarily comply with large accelerated filer requirements?

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.

How does this interact with the semiannual reporting proposal?

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.

What are the next steps?

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.

What should companies do now?

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:

• Current large accelerated filers should assess whether they would continue to meet the $2 billion threshold under the two-year consecutive testing approach, and should consider whether to voluntarily comply with certain large accelerated filer requirements if they expect to transition to non-accelerated filer status;
• Current accelerated filers should evaluate the operational and cost implications of no longer being subject to Section 404(b), as well as the additional scaled disclosure accommodations that would become available;
• Current smaller reporting companies should consider how the elimination of the smaller reporting company category affects their reporting and disclosure practices, recognizing that most existing accommodations would carry over to their new non-accelerated filer status;
• Companies that may qualify as small non-accelerated filers should evaluate whether the extended filing deadlines would meaningfully change their reporting processes;
• Newly public companies and companies in the IPO pipeline should consider the implications of the new 60-month seasoning requirement for their long-term reporting strategy; and
• All companies should consider whether to submit comments during the rulemaking process, either directly or through trade associations or other industry organizations.