SEC Proposes Amendments to Streamline and Recalibrate Filer Status Determinations and Related Reporting Obligations
Client Alert | May 22, 2026
The SEC is seeking comments on a variety of aspects of the proposed amendments, including on whether any additional accommodations for SNFs may be appropriate.
On May 19, 2026, as part of Chairman Atkins’s “Make IPOs Great Again” agenda to incentivize companies to go and stay public by reducing compliance costs and burdens, the Securities and Exchange Commission (the SEC) proposed rule amendments that, if adopted, would streamline and recalibrate its filer status classifications and extend certain current scaled disclosure requirements and accommodations to a significant majority of public company filers. The SEC also issued a separate release (the Offering Release) proposing amendments to significantly expand the availability of shelf and short-form registration, extend pre-filing communication flexibility to a larger group of issuers, and preempt state “blue sky” review of all registered offerings.
The proposed amendments would simplify filer status categories to two primary categories – large accelerated filers and non-accelerated filers – by eliminating the current accelerated filer and smaller reporting company categories, while extending to all non-accelerated filers scaled disclosure and other accommodations currently available to smaller reporting companies and emerging growth companies. The proposed amendments would also (i) increase the large accelerated filer threshold from $700 million in public float to $2 billion, (ii) extend the seasoning period before a registrant would become a large accelerated filer from 12 months to 60 months, and (iii) provide small non-accelerated filers additional time to file periodic reports.
Simplification of the filer status framework has been a goal of the SEC’s current Commissioners. In 2019, Commissioner Hester Peirce remarked on the difficulties of making filer status determinations under the existing framework,[1] a sentiment she echoed in her statement made in connection with the proposed amendments.[2] In February 2025, then-Acting Chairman Mark Uyeda noted the need to “re-align the Commission’s filer categories to reflect the size and makeup of public companies today” and “identify rules that should apply only to the largest companies.”[3] Commissioner Uyeda commented that the proposed amendments “would reduce regulatory burdens while ensuring that the vast majority of the public float remains subject to the full set of disclosure requirements.”[4] In connection with the proposed amendments, Chairman Atkins remarked that “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” would “make public company status more attractive.”[5]
The Proposing Release is available here and a Fact Sheet is available here. The public comment period will remain open until 60 days following publication of the proposed rule in the Federal Register. We discuss the Offering Release here.
The updates to the filer status classifications are summarized in the following table and discussed in greater detail below.
| Classification | Current Framework | Proposed Amendments |
| Large Accelerated Filer (LAF) | Qualifications:
Public float ≥ $700 million Subject to Exchange Act reporting for ≥12 consecutive months Filed at least one annual report Not eligible for SRC under revenue test Requirements: ICFR attestation Full disclosure requirements |
Qualifications:
Public float ≥ $2 billion Subject to Exchange Act reporting for ≥ 60 consecutive months Requirements: ICFR attestation Full disclosure requirements |
| Accelerated Filer (AF) | Qualifications: Same as LAF except public float ≥ $75 million and < $700 million.
Requirements: ICFR attestation Full disclosure requirements unless also SRC or EGC |
Removed |
| Non-Accelerated Filer (NAF) | Qualifications: Registrant that does not qualify as AF or LAF (i.e., < $75 million in public float)
Requirements: Exempt from ICFR attestation Full disclosure requirements unless also SRC or EGC |
Qualifications: Registrants that do not qualify as LAF (i.e., < $2 billion in public float or subject to Exchange Act reporting for < 60 consecutive months)
Requirements: Exempt from ICFR attestation Entitled to SRC/EGC scaled disclosures and accommodations |
| Small Non-Accelerated Filer (SNF) | N/A | Qualifications: NAF with total assets ≤ $35M
Requirements: Same as NAF with longer deadlines for Forms 10-K and 10-Q |
| Smaller Reporting Company (SRC) | Qualifications:
Public float < $250M or Public float < $700M (or no public float) and revenue < $100M Requirements: SRC scaled disclosures and accommodations |
Removed |
| Emerging Growth Company (EGC) | Qualifications:
Annual gross revenues < $1.235B Has not triggered a statutory disqualifier (e.g., 5-year IPO anniversary) Requirements: EGC scaled disclosures and accommodations |
Retained by statute
Most accommodations redundant for NAFs, but certain EGC-specific accommodations (e.g., FOIA protection for draft registration statements, PCAOB standard exemptions) remain available |
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I. Simple Is (Always) Better: Two Categories of Filers Only
The proposed amendments would eliminate the accelerated filer classification and establish that all registrants that do not qualify as large accelerated filers are non-accelerated filers. Together with the proposed increase in the large accelerated filer threshold, as discussed below, the SEC estimates that non-accelerated filers would increase from 51.9% of registrants to 80.7%, and that 26.7% of registrants would be newly exempt from the requirement to obtain an auditor attestation with respect to their internal control over financial reporting (an ICFR attestation).
The proposed amendments would also create a sub-category of small non-accelerated filers that would benefit from extended deadlines for periodic reports. Certain current scaled disclosure requirements and other accommodations provided to smaller reporting companies and emerging growth companies would be extended to non-accelerated filers, eliminating the smaller reporting company classification and largely leaving the emerging growth company classification redundant.
The proposed amendments would exclude asset-backed issuers, and foreign private issuers (FPIs) filing on Forms 20-F and 40-F,[6] from the revised definitions of large accelerated filer and non-accelerated filer.
A. Large Accelerated Filers
Under the current filer status framework, a registrant is a large accelerated filer (LAF) if it (i) has an aggregate market value of voting and non-voting common equity held by non-affiliates (public float) of at least $700 million as of the last business day of its most recently completed second fiscal quarter, (ii) has been subject to reporting requirements under the Securities Exchange Act of 1934 (the Exchange Act) for at least 12 months, (iii) has filed at least one annual report and (iv) is not eligible to use the smaller reporting company requirements under the smaller reporting company revenue test.
LAFs are subject to accelerated deadlines for their periodic reports and, unlike non-accelerated filers, must obtain an ICFR attestation. Once a company qualifies as an LAF, it remains an LAF until the end of the fiscal year in which its public float falls below $560 million as of the last business day of its most recently completed second fiscal quarter.
The proposed amendments would update this classification as summarized in the following table and discussed in greater detail below.
| Parameter | Current Framework | Proposed Amendments |
| Public float threshold to enter LAF status | ≥ $700 million | ≥ $2 billion |
| Public float threshold to exit LAF status | < $560 million | < $2 billion |
| Public float measurement date | Closing price on the last business day of Q2 | Average closing price over the last 10 trading days of Q2 |
| Years required to meet threshold | One fiscal year above/below threshold | Two consecutive fiscal years above/below threshold |
| Exchange Act reporting seasoning period | 12 consecutive months | 60 consecutive months |
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i. Raise LAF Public Float Threshold to $2 Billion
The proposed amendments would increase the public float threshold for LAFs from $700 million to $2 billion. The same $2 billion threshold would act as the threshold for both entering and exiting LAF status, rather than applying separate entry and exit thresholds as under the current framework. According to the SEC, the $2 billion threshold would shrink the proportion of public companies qualifying as LAFs from 35.4% to 19.2%, similar to the proportion of companies that qualified under the $700 million threshold when it was introduced over 20 years ago, while continuing to cover approximately 93.5% of total public float.
ii. Improve Consistency and Predictability in Public Float Calculation
The proposed amendments would introduce two changes to improve the consistency and predictability of the LAF determination:
- The public float calculation would be tied to the average closing price of the registrant’s stock over the last 10 trading days of the second fiscal quarter, rather than the closing price on the last business day of the second fiscal quarter.
- To enter or exit LAF status, a registrant would need to meet or fall below the threshold, as applicable, for two consecutive fiscal years, rather than just one fiscal year.
Taken together, the Proposing Release posits that these changes would reduce both the likelihood of a registrant’s filer status changing due to abnormal price activity and the frequency with which companies enter and exit LAF status. This would give registrants—and investors—more notice and lead time to prepare for changes in reporting deadlines and required disclosures (including the requirement to include an ICFR attestation).
iii. Extend Seasoning Period to 60 Months
The proposed amendments would extend the seasoning period before a registrant would first qualify as an LAF from 12 consecutive months to 60 consecutive months after it becomes subject to Exchange Act reporting requirements. Together with the proposed changes to non-accelerated filer status discussed below, regardless of their public float or revenues, newly public companies would have a five-year phase-in period following their initial public offerings or other go-public transactions, during which they would remain non-accelerated filers and could rely on the scaled disclosure requirements and other accommodations currently afforded to smaller reporting companies and emerging growth companies.
B. Non-Accelerated Filers
Under the current filer status framework, “non-accelerated filer” (NAF) is not a defined term but is used to refer to a registrant that does not qualify as an accelerated filer (AF) or LAF. NAFs have longer deadlines for periodic reports than AFs and LAFs and are not required to provide an ICFR attestation.
A registrant can separately benefit from scaled disclosure requirements and other accommodations if it qualifies as a smaller reporting company (SRC) or an emerging growth company (EGC). An SRC is generally a company with public float of less than $250 million or public float of less than $700 million and revenue of less than $100 million. An EGC is generally a company with annual gross revenues of less than $1.235 billion that has not triggered a statutory disqualifier, including the end of the fiscal year following the fifth anniversary of its initial public offering.
Under the proposed amendments, any filer will be an NAF unless they qualify as an LAF as defined above. In addition, the proposed amendments would:
i. Extend Existing SRC and EGC Accommodations to All NAFs
The proposed amendments would extend the scaled disclosure requirements and most other accommodations currently available to SRCs and EGCs to all NAFs, subject to carveouts for certain issuers such as investment companies. As proposed, NAFs would benefit from:
- Scaled business disclosures, including more limited descriptions of business and MD&A disclosures that cover two years (rather than three), as well as exemptions from requirements to provide risk factor disclosure, stock performance graphs, quantitative and qualitative market risk disclosure, related person transaction policies and procedures, certain supplemental financial information regarding material quarterly changes, and disclosures regarding certain payments made by resource extraction issuers.
- Scaled executive compensation disclosures, including disclosure for three named executive officers (rather than five) and summary compensation tables that cover two years (rather than three), as well as exemptions from requirements to provide compensation discussion and analysis, the compensation committee report, pay versus performance disclosure, pay ratio disclosure, compensation policies and practices related to risk management, certain executive compensation disclosure tables (including plan-based awards, pension benefits, option exercises and stock vested, and nonqualified deferred compensation tables), and compensation committee interlocks disclosure.
- Scaled financial statements, as NAFs would generally be permitted to prepare their financial statements in accordance with Article 8 of Regulation S-X. This would allow NAFs to provide two years of audited financial statements, rather than three, omit certain schedules and notes to the financial statements, and benefit from other accommodations. However, the proposed amendments would amend Article 8 to, among other things, require such information as necessary to make the financial statements not misleading and require annual summarized financial information for certain equity investees. Investment companies would not be permitted to prepare financial statements under Article 8, while business development companies (BDCs) and face-amount certificate companies could benefit from select accommodations, including providing two years of audited financial statements rather than three.
- No advisory votes on executive compensation, as NAFs would be exempt from the requirement to hold shareholder advisory votes to approve executive compensation (commonly known as “say-on-pay” votes), the frequency of say-on-pay votes, and golden parachute compensation in connection with mergers and acquisitions.
- Deferred compliance with new or revised accounting standards, until the date that non-issuer (i.e., private) companies are required to comply with the standard. This accommodation would be available only for the first five years following a registrant’s initial public offering and a registrant’s election not to use this accommodation would be irrevocable, meaning a registrant that elects not to use this accommodation could not later use it in future filings.
Notably, the proposed amendments would extend to NAFs the requirement to disclose the substance of material unresolved staff comments on Exchange Act periodic or current reports that were received not less than 180 days prior to fiscal year end. This requirement currently applies only to AFs, LAFs and well-known seasoned issuers. The Proposing Release noted that the Commission is applying this requirement to all issuers because staff review and comment could serve an important investor protection function. The proposed amendments would also eliminate the additional related person transaction disclosure requirements currently applicable to SRCs under Item 404(d) of Regulation S-K.
As mentioned above, while the proposed amendments would eliminate the SRC filer status given the overlap in accommodations with non-accelerated filers, EGC status would continue to exist by virtue of its codification in statute, but the proposed amendments would make separate reliance on this status unnecessary for most accommodations. Companies will continue to check the EGC box on SEC filings, if applicable, and EGCs would still benefit from certain accommodations that are not proposed as being extended to all NAFs, such as protection from Freedom of Information Act requests for draft registration statements confidentially submitted to the SEC prior to the EGC’s initial public offering, and certain Public Company Accounting Oversight Board standard accommodations, such as the ECG exemption from the auditing standard requiring the communication of critical audit matters.
ii. Additional Accommodations for Small Non-Accelerated Filers
The proposed amendments would create a subcategory of NAFs, known as “small non-accelerated filers” (SNFs), for those NAFs reporting total assets of $35 million or less in their financial statements as of the end of each of their two most recent second fiscal quarters. SNFs would benefit from:
- An additional 30 days to file Form 10-K (i.e., 120 days following fiscal year end, rather than 90 days); and
- An additional five days to file Form 10-Q (i.e., 50 days following fiscal quarter end, rather than 45 days).
Once qualified as an SNF, a registrant would remain an SNF until it (i) reports total assets exceeding $35 million as of the end of each of its two most recent second fiscal quarters or (ii) qualifies as an LAF.
II. Proposed Transition Period
The proposed amendments would require existing registrants to make an initial filer status determination after the final amendments become effective, assessing status as of the end of the fiscal year prior to effectiveness based on public float (and total assets, if applicable) for that fiscal year and the immediately prior fiscal year.
Registrants would be permitted to make the determination at any time after effectiveness but no later than the day before the last day of the fiscal year in which the amendments become effective. Should a current LAF fail to make this determination by the deadline, that company would retain its LAF status until its next assessment date. Any other registrant failing to make the determination by the deadline would be deemed an NAF (but not an SNF) until its next assessment date.
As proposed, once a registrant makes the filer status determination, it may begin using applicable non-accelerated filer accommodations in its next filing under the Securities Act of 1933 (the Securities Act) or the Exchange Act, and, if it qualifies as an SNF, may use the extended filing deadlines beginning with its next Form 10-Q or Form 10-K. For example, assuming that the proposed amendments are effective in 2027, if a current LAF with a calendar year end would not meet either the new public float threshold or the seasoning requirement under the proposed amendments, it could make the filer status determination following the end of Q2 2027 and immediately become an NAF and begin scaling its disclosure and availing itself of the other accommodations beginning with its next Securities Act or Exchange Act filing.
III. Key Considerations and Takeaways for Public Companies
The following table summarizes the filer status classifications under the proposed amendments.
| Large Accelerated Filer (LAF) | Non-Accelerated Filer (NAF) | Small Non-Accelerated Filer (SNF) | |
| Public float threshold | ≥ $2 billion | < $2 billion | < $2 billion |
| Seasoning Requirement | Subject to Exchange Act reporting for 60 consecutive months | None | None |
| Asset requirement | None | None | ≤ $35 million |
| ICFR attestation | Required | Not required | Not required |
| Scaled business and executive compensation disclosures | Not available | Available | Available |
| Audited financial statements | 3 years | 2 years | 2 years |
| Advisory votes on executive compensation | Required | Not required | Not required |
| Deferred compliance with new or revised accounting standards | Not available | Available | Available |
| Form 10-K deadline | 60 days after fiscal year end | 90 days after fiscal year end | 120 days after fiscal year end |
| Form 10-Q deadline | 40 days after fiscal quarter end | 45 days after fiscal quarter end | 50 days after fiscal quarter end |
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Public companies should consider the following in evaluating the impact of the proposed amendments:
Model filer status under the proposed new tests. LAFs currently near the $2 billion threshold should consider tracking their average share price over the final 10 days of their second fiscal quarter. If final amendments are adopted and are effective in 2027, registrants would determine their filer status using their Q2 2026 and Q2 2025 public floats, and current LAFs that qualify as NAFs under the proposed rules could immediately benefit from scaled disclosures and accommodations. Similarly, companies that have recently gone public as non-EGCs and non-SRCs should consider how the proposed amendments could impact their future reporting calendars and preparations under Section 404 of the Sarbanes-Oxley Act of 2002.
Evaluate whether to continue providing voluntary full disclosures and/or obtaining ICFR attestation. Companies that would become NAFs under the new rules would no longer be required to make LAF-level disclosures or obtain ICFR attestation but may choose to do so to address investor expectations, obligations under existing agreements, or liability concerns. For example, many current SRCs voluntarily make risk factor disclosures since they may provide a potential benefit in litigation. Companies may also wish to consider proxy advisor expectations and the likelihood that the company may requalify as an LAF in the future.
Prospective NAFs should consider how their audit and reporting calendars may look if rules are adopted as proposed. Registrants that would newly qualify as NAFs or SNFs may wish to take advantage of the extended deadlines for periodic reports under the proposed rules and consider the impact on the timing for their internal audit processes and quarterly blackout windows.
Note carveouts and remaining emerging growth company benefits. Asset-backed issuers and FPIs using FPI forms would not be impacted by the new filer status definitions, and BDCs and face-amount certificate companies would have tailored accommodations with respect to financial statements. EGCs would still be able to take advantage of incremental accommodations that are not proposed as being extended to all NAFs.
Consider commenting. The SEC is seeking comments on a variety of aspects of the proposed amendments, including on whether any additional accommodations for SNFs may be appropriate.
[1] See Commissioner Hester M. Peirce, “Statement at Open Meeting on Proposed Amendments to Sarbanes Oxley 404(b) Accelerated Filer Definition” (May 9, 2019), available at: https://www.sec.gov/newsroom/speeches-statements/peirce-proposed-amendments-sox-404b-accelerated-filer-definition.
[2] See Commissioner Hester M. Peirce, “Headache Medicine: Statement on Proposing Releases for Registered Offering Reform and Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies” (May 19, 2026), available at: https://www.sec.gov/newsroom/speeches-statements/peirce-statement-proposing-releases-ror-051926.
[3] See Commissioner Mark T. Uyeda, “Remarks at the Florida Bar’s 41st Annual Federal Securities Institute and M&A Conference” (Feb. 24, 2025), available at https://www.sec.gov/newsroom/speeches-statements/uyeda-remarks-florida-bar-022425.
[4] See Commissioner Mark T. Uyeda, “Statement on Proposing Registered Offering Reform and Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies” (May 19, 2026), available at https://www.sec.gov/newsroom/speeches-statements/uyeda-statement-proposing-registered-offering-reform-and-enhancement-of-emerging-growth-company-accommodations-and-simplification-of-filer-status-for-reporting-companies-051926.
[5] See Chairman Paul S. Atkins, “Statement on Proposing Releases for Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies, and Registered Offering Reform” (May 19, 2026), available at https://www.sec.gov/newsroom/speeches-statements/atkins-statement-on-proposing-releases-for-enhancement-of-emerging-growth-company-accommodations-and-simplification-of-filer-status-for-reporting-companies-and-registered-offering-reform-051926. See also, e.g., Society for Corporate Governance, “Suggestions on Modifying and Scaling the Disclosure Obligations of Small- and Mid-Cap Public Companies” (June 20, 2025) (supporting filer status recalibration and simplification), available here.
[6] The Proposing Release indicates that the SEC is reviewing the definition of FPI and considering whether it should be revised “so that it better represents the issuers that the Commission intended to benefit from current FPI accommodations while continuing to protect investors and promote capital formation.”
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