SEC Proposes to Simplify Filer Status for Public Companies

On May 19, 2026, the SEC proposed amendments to its rules and forms that would simplify the filer status determinations for public companies and expand the disclosure accommodations available for many public companies. Under the proposed amendments, the threshold for “large accelerated filer” status would be raised from $700 million to $2 billion in public float for two consecutive years, while all other reporting companies would be deemed to be “non-accelerated filers,” which would not be required to obtain an auditor’s attestation on internal control over financial reporting. The SEC proposes to create a new sub-category of “small non-accelerated filers” for companies with total assets of $35 million or less for the two most recent fiscal years, and such companies would have an additional 30 days to file their annual reports on Form 10-K and an additional five days to file quarterly reports on Form 10-Q. Comments on the SEC’s proposal are due within 60 days after publication in the Federal Register.

Key changes to the public company reporting framework that the SEC has proposed would include:

• Eliminating the categories of “accelerated filer” and “smaller reporting company,” so that all reporting companies would be either “large accelerated filers” or “non-accelerated filers,” with the smallest companies further deemed to be “small non-accelerated filers.”
• Raising the public float threshold for being deemed to be a large accelerated filer from $700 million to $2 billion, as calculated based on the average stock price over the last 10 trading days of a company’s second fiscal quarter. This public float threshold would need to be met for two consecutive years to ameliorate frequent changes in filer status. Under the proposal, large accelerated filers would need to have completed at least 60 consecutive calendar months of public reporting before qualifying as a large accelerated filer.
• Extending to non-accelerated filers all of the accommodations that are currently available to smaller reporting companies and “emerging growth companies,” including no requirement to seek advisory votes on executive compensation or the frequency of such advisory votes, scaled executive compensation disclosure and reduced financial statement requirements.
• Creating a new sub-category of small non-accelerated filers for the smallest reporting companies, with the benefit of more time available to file periodic reports for those companies.

In the Fact Sheet announcing the proposal, the SEC notes that if these proposed amendments were in place today, 19.2% of current reporting companies would be large accelerated filers and 80.8% would be non-accelerated filers. Further, a total of 17.9% of all reporting companies would be classified as small non-accelerated filers.

The post SEC Proposes to Simplify Filer Status for Public Companies appeared first on Public Company Advisory Blog.