SEC proposal: Simplification of filer statuses

Defining Issues | May 2026

Learn about the SEC’s proposal to simplify filer status determination and expand access to EGC and SRC accommodations.

The Securities and Exchange Commission (SEC) has proposed amendments to its filer status framework for reporting companies that would increase the public float and seasoning thresholds for large accelerated filers, and simplify the current structure by eliminating the accelerated filer and smaller reporting company categories. The proposal would also expand reporting and disclosure accommodations to the resulting broader population of non-accelerated filers and introduce a new sub-category of small non-accelerated filers.

We summarize the proposal, provide background on its development, and highlight key financial reporting and disclosure considerations for reporting companies evaluating their filer status and the implications of that determination, should the changes be adopted as proposed. Scroll down to explore the questions companies may consider as they assess potential impacts and implementation considerations.

Applicability

SEC Release Nos. 33-11419; 34-105515; File No. S7-2026-18

This information applies to Securities Exchange Act of 1934 (Exchange Act or 1934 Act) reporting companies subject to reporting obligations under Sections 13(a) or 15(d), and is also relevant to new registrants seeking to access the capital markets through IPOs.

The proposal excludes or would not apply to asset-backed issuers, registered investment companies, and foreign private issuers (FPIs) using foreign reporting forms and includes other applicability exclusions for business development companies (BDCs) and similar companies.

Relevant dates

Comments are due by July 20, 2026.

Proposal highlights

The SEC proposed amendments to simplify the current complex and layered filer status framework by creating a more streamlined structure. The proposed amendments would eliminate the need for registrants to annually assess multiple, often overlapping, entry and exit thresholds. In turn, the changes are intended to reduce inconsistency and make the regulatory scheme easier to apply. This would be achieved through the following proposed changes:

Streamlining to two primary categories: The existing framework would be condensed into two main categories: Large Accelerated Filers (LAF) and Non-Accelerated Filers (NAFs).
Elimination of Accelerated Filer (AF) and Smaller Reporting Company (SRC) categories: The distinct AF and SRC categories would be eliminated.
Extension of SRC and Emerging Growth Company (EGC) Accommodations to all NAFs: The accommodations previously granted to SRCs and EGCs would largely be absorbed and extended to the broader NAF category.
Creation of Small Non-Accelerated Filer (SNF) subcategory: A new subcategory for the smallest NAFs would be introduced, providing them with extended filing deadlines.

The table below compares the current filer status categories and thresholds with the proposed amendments:

Filer status	Current thresholds	Proposed changes
Large Accelerated Filer	Issuer with at least $700 million of public float and has been a reporting company for 12 consecutive months	Issuer with at least $2 billion of public float and has been a reporting company for 60 consecutive months
Accelerated Filer	Issuer with at least $75 million and less than $700 million of public float and has been a reporting company for 12 consecutive months	Category eliminated
Non-Accelerated Filer	Issuer with less than $75 million of public float	Issuer with less than $2 billion of public float and/or has been a reporting company for less than 60 months
Smaller Reporting Company	Issuer with less than $250 million of public float OR annual revenues less than $100 million and public float less than $700 million	Category eliminated
Emerging Growth Company	Issuer with total annual gross revenues of less than $1.235 billion and not a large accelerated filer	No change*

* The EGC category was created by the JOBS Act and cannot be changed by the SEC, but 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.

Terminology note: Consistent with the proposal, the terms “issuer,” “registrant,” and “public company” are used interchangeably and are not intended to convey a substantive distinction.

Next steps

Existing registrants would determine their LAF or NAF status based on the fiscal year-end prior to the final rules’ effective date and must complete this assessment prior to the end of the fiscal year in which the rules take effect. See ‘Application and proposed transition period’ below for more details. Registrants may wish to assess how their filer status could change under the proposed framework to better understand potential outcomes if the amendments are adopted. Companies may also consider the potential impacts on filing deadlines, disclosure requirements and eligibility for scaled disclosure and other accommodations, and evaluate whether any advance planning for implementing new requirements would be appropriate should the proposed amendments, or similar changes, be finalized. The SEC is inviting comments from reporting companies and other stakeholders during the comment period.

The proposed streamlined structure would result in many issuers that are currently subject to Section 404(b) of the Sarbanes-Oxley Act— requiring auditor attestation of management’s assessment of internal control over financial reporting (ICFR) by virtue of qualifying as an LAF or an AF — no longer being required to obtain such auditor attestation.

Domestic reporting companies are currently classified across multiple filer statuses – each with distinct thresholds, disclosure requirements and compliance obligations – including filing deadlines and the applicability of ICFR auditor attestation. These categories—large accelerated filer, accelerated filer, non-accelerated filer, smaller reporting company and emerging growth company—were introduced incrementally over time in response to evolving regulatory priorities and market conditions.

Over time, this framework has become increasingly complex, with overlapping categories that may apply simultaneously and require ongoing reassessment. As a result, companies must navigate multiple sets of eligibility criteria, transition thresholds and disclosure regimes, which can create operational challenges and reduce transparency around applicable requirements.

Market participants and registrants have raised concerns that this complexity—combined with expanding disclosure obligations and compliance requirements—may impose disproportionate burdens and costs on smaller and mid-sized companies. These concerns have been reinforced by broader trends, including a decline in the number of companies entering the public markets.

Against this backdrop, the SEC has proposed amendments to streamline the filer status framework by reducing the number of categories, expanding the availability of scaled disclosure and other accommodations, and aligning reporting obligations more closely with company size and available resources while continuing to preserve core investor protection mechanisms.

Revisions to Large Accelerated Filer status

The proposal would raise the public float threshold for becoming a Large Accelerated Filer (LAF) from $700 million to $2 billion. Under the proposed amendments, filer status would continue to be assessed as of the end of the registrant's fiscal year; however, public float would be determined based on the average price of the registrant’s stock price over the last 10 trading days of the registrant’s second fiscal quarter, multiplied by the voting and non-voting common equity shares held by non-affiliates as of the last day of that quarter. A registrant would also be required to exceed the $2 billion public float threshold for two consecutive years to qualify as an LAF, and to remain below that threshold for two consecutive years to exit that status.

The proposed amendments represent a change from the current public float calculation, which utilizes only the closing price (or average of the bid and ask prices) on the last business day of the registrant’s second quarter. This change is intended to prevent registrants from moving into or out of LAF status based on temporary price fluctuations and ensure that filer status better reflects sustained company size. This approach is also designed to promote stability and provide both registrants and investors with advanced visibility into potential status changes. However, a potential drawback is that filer status may lag recent changes in a registrant’s public float—requiring some companies to comply with requirements that do not reflect more current conditions and delaying the application of updated disclosure or reporting requirements.

Lastly, the proposal increases the time for which a registrant has been subject to the requirements of Section 13(a) or 15(d) of the 1934 Act (“seasoning threshold”). Currently, the seasoning threshold to become an LAF is 12 calendar months. The proposal increases this seasoning threshold to 60 consecutive calendar months. This would effectively extend key benefits associated with EGC status by allowing all new registrants, regardless of public float, a minimum of five years as NAFs before becoming subject to LAF requirements, including accelerated filing deadlines, expanded disclosure requirements and auditor attestation of ICFR.

Non-Accelerated Filer amendments

Under the current rules, “non-accelerated filer” is not formally defined and is generally used to refer to registrants that are neither LAFs nor AFs, typically those with less than $75 million in public float. Such registrants may also qualify as SRCs, EGCs or both. The proposal would formally define non-accelerated filer as any registrant that is not an LAF and would eliminate the AF and SRC categories, along with their related definitions and requirements.

Every registrant would be an NAF from the time of its IPO through at least the following five years before potentially becoming an LAF. The proposal would also extend to all NAFs the scaled disclosure requirements and other accommodations currently available to SRCs and EGCs, effectively eliminating the need to rely separately on JOBS Act provisions for EGC accommodations.

In addition, the proposal would extend the requirement to disclose material unresolved SEC staff comments to all issuers. Currently applicable only to LAFs, AFs and well-known seasoned issuers (WKSIs), this requirement would be broadened so that all registrants (including NAFs) would include disclosure about the substance of any material unresolved comments, which were received at least 180 days before fiscal year end, in their Form 10-K or Form 20-F.

Expansion of accommodations to NAFs

The proposal would extend the scaled disclosure and other accommodations currently available to SRCs and EGCs to all NAFs, making these accommodations the default for registrants in the NAF category. These accommodations include but are not limited to:

Scaled Financial Statement Requirements (Regulation S-X): Required to provide only two years of audited financial statements;
Scaled Non-Financial and Business Disclosures (Regulation S-K): Permitted to provide more limited business descriptions, only two years of Management's Discussion and Analysis (MD&A), omit risk factor disclosure in Forms 10-K and 10-Q, exempt from performance graph disclosure (except for investment companies), supplementary financial information and quantitative and qualitative disclosures about market risk (Item 305); and
Scaled Executive Compensation and Corporate Governance Disclosures: Not required to provide certain executive compensation and corporate governance disclosures.

ICFR auditor attestation

Under the proposal, NAFs would not be required to comply with Section 404(b) of the Sarbanes-Oxley Act, which requires a registrant’s independent registered public accounting firm to attest to and report on management’s assessment of the effectiveness of ICFR. However, NAFs would remain subject to Section 404(a), which requires management to establish and maintain ICFR and assess its effectiveness. NAFs would continue to obtain a financial statement audit, under which the auditor is required by PCAOB AS 2110 to gain an understanding of ICFR as part of its risk assessment procedures, which includes evaluating the design of controls that are relevant to the financial statement audit and determining whether the controls have been implemented. Additionally, the auditor may, and in certain circumstances is required to, test the operating effectiveness of certain controls in connection with the financial statement audit. The auditor is required to communicate significant deficiencies and material weaknesses in writing to management and the audit committee, which management may consider in its ICFR assessment under Section 404(a).

Deferred adoption of Financial Accounting Standards

All NAFs would have the option to elect private company adoption dates of new or revised FASB accounting standards, but only if the election is made during the first five years following their initial registration with the Commission. The accommodation would expire at the end of the fiscal year that includes the fifth anniversary of the registrant’s initial registration. If the registrant does not make the election by the expiration date, it would be required to adopt all standards then effective for public companies and continue to do so from that point forward.

As proposed, due to the changes to the seasoning threshold noted above, every registrant would qualify as an NAF and would be able to take advantage of these accommodations beginning at the time of its initial public offering or registration and for at least five years (60 months).

Small Non-Accelerated Filer subcategory

A new category of NAF, referred to as Small Non-Accelerated Filers (SNFs), would be created. These SNFs would qualify for extended filing deadlines, in addition to the scaled disclosure requirements and other accommodations provided to NAFs. SNFs would have an additional 30 days to file their Form 10-K (i.e., 120 days after their fiscal year end) and an additional 5 days to file their Form 10-Q or proposed Form 10-S (i.e., 50 days after the end of the applicable period).

Under the proposed amendments, to qualify as an SNF, a registrant would have to meet the following requirements:

Qualify as an NAF; and
Report total assets of $35 million or less in its financial statements as of the end of each of its two most recent second fiscal quarters.

Consistent with the annual filer status determination, a registrant reporting total assets of $35 million or less at the end of each of its two most recent second fiscal quarters would qualify for extended SNF filing deadlines beginning with the applicable Form 10-K. For new registrants, SNF status would be determined at the time of registration based on total assets reported in each of the two most recent fiscal year-end balance sheets, reflecting the absence of comparable interim balance sheet information at that point.

Application and proposed transition period

Existing registrants would assess their LAF or NAF status based on the fiscal year-end before the rules take effect, using public float (and, if making the SNF assessment, total assets) for that year and the prior year. Registrants may make the assessment any time after effectiveness of the rules but no later than the day prior to the last day of their fiscal year end. For example, if final rules were adopted with an effective date of January 15, 2027, existing calendar year-end registrants would be required to assess their filer status as of December 31, 2026 by December 30, 2027, but could perform that assessment at any time between January 15 and December 30, 2027.

If an existing registrant does not make this initial assessment by the deadline, then it would be deemed to be either:

an LAF until the next assessment date, if it was an LAF prior the final rules’ effectiveness; or
an NAF until the next assessment date, in the case of an existing AF or NAF and would not be deemed a SNF even if its total assets would otherwise qualify it to be a SNF.

For the initial assessment on the effectiveness of the final rules, registrants would disregard their prior filer status. An entity that was previously an LAF should treat itself as “not currently a large accelerated filer” when applying the definitions in Securities Act Rule 405 and Exchange Act Rule 12b-2.

After completing the initial assessment, registrants can begin applying the scaled disclosure and other accommodations and applicable filing deadlines in their next Securities Act or Exchange Act filings.

The proposed amendments exclude asset-backed issuers and certain FPIs from LAF and NAF filer status determinations. Asset-backed issuers are excluded because they follow a separate disclosure regime under Regulation AB, making SRC and EGC accommodations largely nonapplicable. FPIs are excluded when using specialized foreign filer forms (Forms 20-F and 40-F), which already provide tailored disclosure accommodations and generally do not incorporate SRC-scaled requirements.

Other amendments

The proposal includes technical amendments aimed at removing outdated requirements, phase-in periods and provisions that overlap with US GAAP. Examples include removing Rule 240.10A-3(a)(5) (audit committee implementation provision), Rule 240.14a-20 (TARP recipient shareholder vote), Rule 232.405(f) (Inline XBRL phase-in), and specific disclosure requirements in Regulations S-X and S-K that have been superseded or integrated into FASB accounting standards (e.g., income tax disclosures, certain balance sheet classifications, oil and gas information, ratio of earnings to fixed charges).