Enhancing the Public Company Reporting Framework: New SEC Proposals on Filer Status and Disclosure Requirements

On May 19, 2026, the Securities and Exchange Commission (“SEC”) proposed rule amendments with the goal of streamlining the various and often overlapping filer statuses under the Securities Exchange Act of 1934 and extending scaled disclosures and other accommodations to more public companies.

The existing filer status framework currently categorizes public companies into five partially overlapping statuses:

1. Large Accelerated Filers (“LAFs”)
2. Accelerated Filers (“AFs”)
3. Non-Accelerated Filers (“NAFs”)
4. Smaller Reporting Companies
5. Emerging Growth Companies

This creates a layered and complex system for both companies and investors.

Under the proposed amendments, this framework would be simplified into two primary categories: LAFs and NAFs. In addition, the proposal makes the following changes:

• Raise the LAF public float threshold from $700 million to $2 billion, using the average stock price over the last 10 trading days of the second fiscal quarter.
• Require the $2 billion threshold for LAF status to be met for two consecutive years and adds a 60-month reporting history before a company can become a LAF.
• Eliminate the accelerated filer and smaller reporting company categories; companies that are not LAFs would become NAFs.
• Extend scaled disclosure accommodations to all NAFs and creates a new filer category of small non-accelerated filers (“SNFs”), which would receive additional time to file Form 10-K and Form 10-Q.

If the amendments were in effect today, 19.2% of public companies would be classified as LAFs (down from 35.4%) and 80.8% as NAFs. A total of 17.9% of public companies, or 22.2% of NAFs, would qualify as SNFs.

Large Accelerated Filers

Definition

The Commission proposes to revise the definition of LAF to mean an issuer that, as of the end of each of the issuer’s two most recent second fiscal quarters, had an aggregate worldwide market value of the voting and non-voting common equity held by non-affiliates of $2 billion or more. This represents a significant increase from the current $700 million threshold.

The proposed threshold would capture roughly the largest 20% of registrants, representing about 93.5% of total market public float.

Revised Public Float Methodology

As proposed, public float would be determined based on the average price of the registrant’s voting and non-voting common equity held by non-affiliates over the last 10 trading days of the second quarter of the registrant’s fiscal year. The Commission notes that a 10-trading day average, rather than a single day’s closing price, could mitigate the impact of short-term volatility, including potentially temporary spikes and drops in stock price.

Expanded Seasoning Period

The proposal would increase the seasoning period for LAF status from 12 to 60 consecutive calendar months, creating a minimum five-year on-ramp regardless of public float. The Commission views the longer period as appropriate given the additional LAF requirements adopted since the original seasoning period.

Transitioning from LAF Status

A registrant would move into or out of LAF status only after two consecutive years above or below the public float threshold. Status would still be assessed annually at fiscal year-end, with the new status applying beginning with that year’s Form 10-K.

Non-Accelerated Filers

New Definition

The proposed amendments would define NAF as any issuer that is not an LAF. An issuer would remain an NAF unless it had public float of at least $2 billion for two consecutive years. NAFs would account for approximately 81% of reporting companies but only 6.5% of total market public float.

The proposal would eliminate the accelerated filer and smaller reporting company filer statuses as unnecessary in light of the other proposed amendments. Because the proposed amendments would extend to NAFs the disclosure accommodations currently available to EGCs, the proposed amendments would generally make separate reliance on those JOBS Act provisions for EGCs unnecessary, though EGC status would remain as it is established by statute.

Scaled Disclosure Accommodations

Under the proposals, NAFs would be permitted to take advantage of scaled disclosure accommodations currently available to smaller reporting companies and emerging growth companies, including:

• Scaled executive compensation disclosure, including two (instead of three) years of summary compensation table information, disclosure regarding three (instead of five) named executive officers, no Compensation Discussion & Analysis, no pay ratio disclosure, no executive compensation disclosure tables, among others.
• Omission of pay versus performance disclosure, as well as no shareholder advisory votes on say on pay, say when on pay, and golden parachute compensation.
• Scaled disclosures in description of business and two (instead of three) years of Management’s Discussion & Analysis.
• Omission of certain disclosures required under Regulation S-K, including risk factor summaries, stock performance graph, supplementary financial information, quantitative and qualitative disclosures about market risk, and policies and procedures for the review, approval or ratification of related party transactions.
• No accounting firm attestation report on ICFR under Section 404(b) of the Sarbanes-Oxley Act.
• Deferred compliance with new or revised FASB accounting standards for the first five years after initial SEC registration.

The proposal would also extend to NAFs the requirement currently applicable to LAFs and AFs to disclose on Form 10-K or Form 20-F. This includes the substance of material unresolved staff comments regarding the registrant’s periodic or current reports received at least 180 days before a registrant’s fiscal year end. This is a new obligation for current NAFs that would be expanded to all non-accelerated filers under the proposed framework.

Small Non-Accelerated Filers

The Commission also proposes a SNF subcategory for NAFs reporting total assets of $35 million or less as of each of their two most recent second fiscal-quarter ends.

SNFs would receive extended deadlines to file their periodic reports, as follows:

• Form 10-K: 120 days after fiscal year end (an additional 30 days)
• Form 10-Q: 50 days after fiscal quarter end (an additional 5 days)

Once a registrant becomes an SNF, it would remain a SNF until it becomes an LAF or reports more than $35 million in total assets as of the end of each of its two most recent second fiscal quarters.

Key Considerations for U.S. Public Companies

The proposed rules aim to increase competition, reduce regulatory burdens, improve issuer comparability, and encourage companies to go and stay public. The Commission estimates annualized net compliance cost savings of about $1.9 billion over 10 years.

The Commission also notes potential drawbacks. If combined with its separate semiannual reporting proposal, reduced disclosure could increase information asymmetry, reduce price efficiency, and weaken investor protection where comparable information is unavailable from other sources.

In light of these proposed amendments, U.S. public companies should consider the following:

• Assess your likely filer status under the proposed framework. Companies should determine whether they would qualify as an LAF, NAF or SNF under the proposed rules, and understand what accommodations would become available.
• Consider disclosure and governance implications. Companies that would transition to NAF status would no longer be required to hold say-on-pay votes, provide pay versus performance disclosure, or comply with full executive compensation disclosure requirements. Boards should consider whether or not to continue these practices voluntarily, particularly in light of investor and proxy advisor expectations.
• Evaluate the impact of ICFR auditor attestation relief. Companies currently classified as LAFs or AFs that would be reclassified as NAFs under the proposal would no longer be required to obtain an auditor attestation on ICFR. Companies should consider whether to continue voluntarily obtaining such attestation, weighing potential cost savings against investor expectations and the benefits of attestation for financial reporting quality.
• Consider interactions with other SEC proposals. Companies should evaluate the proposed filer status amendments alongside the Commission’s separate proposal to permit semiannual reporting, as well as the concurrent Registered Offering Reform Proposal, which may collectively reshape the regulatory landscape for public companies.
• Monitor developments for private companies considering IPOs. The proposed five-year on-ramp could significantly reduce the regulatory burden of going public, potentially making an IPO more attractive for private companies evaluating their options.

The public comment period will remain open until 60 days after publication of the proposing release in the Federal Register.