On May 19, 2026, the U.S. Securities and Exchange Commission (the SEC or Commission) announced proposed rule and form amendments that would streamline the existing filer status framework and extend many of today’s scaled disclosure requirements and accommodations to a significantly larger portion of reporting companies. The proposal is intended to better align disclosure and compliance obligations with issuer size and maturity while preserving core investor protections. The Commission estimates that approximately 81 percent of reporting companies would qualify for scaled disclosure under the proposal, although large accelerated filers would continue to represent the majority of the U.S. equity market capitalization.

This proposal was issued alongside another Commission rulemaking addressing registered offering reform. In his statement accompanying the proposals, SEC Chairman Paul S. Atkins characterized both proposals as foundational to a broader agenda to encourage companies to go—and remain—public. Our client alert relating to that proposal is available here.

Background

The current filer status framework is a multi-tiered system used to calibrate periodic reporting obligations, disclosure obligations, and compliance burdens for companies subject to the reporting requirements of the Securities Exchange Act of 1934 (Exchange Act).

• The core reporting categories—large accelerated filer, accelerated filer, and non-accelerated filer—determine the timing of Form 10-K and Form 10-Q filings and whether a company must obtain auditor attestation of internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act.
• Layered on top of these categories are smaller reporting company (SRC) and emerging growth company (EGC) statuses, which provide scaled disclosure and other accommodations but operate independently and often overlap with the core filer categories.

These overlapping categories result in a complex filer status framework that has meaningful practical impacts for companies. For example, periodic report deadlines vary by filer status, auditor attestation obligations generally attach to accelerated and large accelerated filers (with certain SRC and EGC interactions), and the specific scaled disclosure requirements and accommodations depend on whether a company qualifies as an SRC and/or EGC.

Changes to Filer Status Framework

Eliminate “accelerated filer” and “smaller reporting company” categories. The proposal would eliminate the accelerated filer and SRC categories, leaving large accelerated filer and non-accelerated filer as the two principal classifications for companies filing on domestic forms. EGC status would remain, as a statutory category,¹ although its practical significance would be reduced because a substantial portion of current EGC accommodations would be made available to non-accelerated filers.

Redefine large accelerated filer status. The proposal would revise both the threshold and mechanics of large accelerated filer status.

• Increase large accelerated filer public float threshold. Under the proposal, the public float threshold for large accelerated filer status would increase from $700 million to $2 billion.
• Revise the public float calculation methodology. Public float would be calculated using the average closing price over the last 10 trading days of the second fiscal quarter for both the current and prior fiscal year, multiplied by the number of non-affiliate shares at the end of the applicable second fiscal quarter. A company’s public float would need to be $2 billion or more in both years for it to transition into large accelerated filer status. Once a company qualifies for a change in filer status, the requirements of the new filer status would apply beginning with the filing of its annual report on Form 10-K for the fiscal year in which the filer status was determined.
• Conform threshold for exiting large accelerated filer status to threshold for entering large accelerated filer status. The proposal would eliminate the differing exit thresholds for companies exiting or transitioning out of large accelerated filer status and make them the same as the thresholds (discussed above) for companies entering large accelerated filer status. In other words, once a company enters large accelerated filer (or non-accelerated filer) status, it would generally retain that status for at least two fiscal years.
• Add a minimum 60‑month seasoning requirement before large accelerated filer status can apply. Under current rules, a company would not transition to large accelerated filer status until it had been an Exchange Act reporting company for at least 12 months, without regard to public float. As proposed, the SEC would extend this “seasoning requirement” to at least 60 consecutive calendar months (five years), without regard to public float during that time.

All companies would be non-accelerated filers at the time of their IPO or initial registration and, under the proposed seasoning requirement, remain so for at least five years. Notably, non-accelerated filers would continue to be exempt from Section 404(b) auditor attestation requirements, which, if the rules are adopted as proposed, would result in a significant increase in the number of companies subject to this exemption.

Define non-accelerated filer. As proposed, the SEC would formally define “non‑accelerated filer” to mean any Exchange Act reporting company that is not a large accelerated filer, replacing the current residual construct.

Create a new “small non‑accelerated filer” subcategory. The proposal would create a new subcategory of non-accelerated filers, “small non‑accelerated filers” or SNFs, defined as issuers with total assets of $35 million or less measured over the two most recent fiscal years. SNFs would not receive additional disclosure accommodations but would benefit from extended filing deadlines:

• Form 10-K: 120 days (versus 90 days for other non-accelerated filers)
• Form 10-Q: 50 days (versus 45 days for other non-accelerated filers)

Extension of SRC and EGC Scaled Disclosure Requirements and Accommodations

As part of the proposal, the Commission would permit companies that qualify as non-accelerated filers under the revised framework to comply with the scaled disclosure requirements and accommodations currently available to SRCs, as well as a significant subset of the accommodations afforded to EGCs.  Although SRC and EGC accommodations overlap in a number of respects, the proposal would expand the relief available to non-accelerated filers by incorporating certain incremental accommodations that currently are limited to EGCs. These include, among other things, exemptions from the auditor attestation requirement under Section 404(b) of the Sarbanes-Oxley Act, pay-versus-performance disclosure requirements, and the requirements to conduct shareholder advisory votes on executive compensation (including say-on-pay, say-on-frequency, and golden parachute arrangements) and related disclosures.

In addition, similar to EGCs, the proposal would allow non-accelerated filers to defer adoption of new or revised accounting standards issued by the Financial Accounting Standards Board (FASB) until the dates on which such standards become applicable to private companies. A non-accelerated filer electing this accommodation would be required to disclose its election in its initial registration statement; the election would be irrevocable and would apply for the company’s first five years after initial registration with the Commission.

The Commission does not propose extending all EGC accommodations. In particular, the Freedom of Information Act (FOIA) protections for confidential draft submissions and exemptions from certain Public Company Accounting Oversight Board (PCAOB) audit requirements (such as critical audit matters) would not be extended. In addition, while the Commission acknowledges existing staff practices permitting nonpublic review of draft registration statements for a broader group of companies, it does not propose to formalize those practices as part of this rulemaking.

Finally, the proposal would eliminate more prescriptive SRC‑specific provisions (such as Regulation S-K Item 404(d) related‑party disclosure rules), in favor of a more uniform, simplified framework. In light of the proposed extension of many scaled disclosure requirements and accommodations, and to accompany the SEC’s proposed changes for expanded Form S-3 eligibility (discussed in our accompanying client alert on the registered offering reform proposal), the SEC proposes to extend disclosure of material unresolved SEC staff comments (historically limited to certain larger filers) to non-accelerated filers.  

Foreign Private Issuers

The proposal would not apply the revised filer status definitions to foreign private issuers (FPIs) that report on Form 20-F. FPIs would continue to apply existing thresholds, including the requirement to provide auditor attestation for issuers with public float of $75 million or more, subject to EGC status. The Commission indicated that potential changes to the FPI regime remain under consideration following its 2025 concept release.  

Transition Period

The proposal includes detailed transition provisions intended to permit prompt migration to the revised framework. Depending on the effective date, many companies that qualify as non-accelerated filers would be positioned to adopt scaled disclosure in the next periodic report due after such effective date.

Timing and Comment Process

The comment period will remain open until July 20, 2026, and comments may be submitted to the Commission as described here. The Commission’s request for comment extends beyond the mechanics of the proposal to broader policy considerations, including:

• whether public float remains the appropriate primary metric for determining filer status, and whether additional or alternative metrics should be incorporated;
• whether the proposed $2 billion threshold appropriately delineates large issuers and whether thresholds should be periodically adjusted (e.g., for inflation);
• the effects of materially reducing the scope of Section 404(b), including potential impacts on financial reporting quality, investor confidence, and compliance costs;
• whether extending SRC and EGC accommodations to non-accelerated filers appropriately balances burden reduction with the continued provision of information necessary to inform investment and voting decisions;
• the appropriateness of the proposed five-year seasoning requirement, including whether differentiated approaches are warranted for specific issuer types;
• the application of the seasoning requirement to SPACs and de-SPAC transactions, including when the seasoning period should commence;
• whether, and to what extent, elements of the proposal should be extended to FPIs; and
• whether the existing staff practice regarding nonpublic review of draft registration statements should be formalized.

Companies and other market participants with views on these issues may wish to consider engaging during the comment process. For more information, please contact any member of the firm’s Public Company Representation practice.

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[1] EGC status was created by Congress in the Jumpstart Our Business Startups Act, Pub. L. No. 112–106, 126 Stat. 306 (2012). The SEC is an independent federal regulatory agency and, as such, is unable to amend statutes enacted by the U.S. Congress.