SEC Proposes Revised Filer Status Framework And Disclosure Obligations For Public Reporting Companies

On May 19, 2026, the Securities and Exchange Commission (the “SEC”) proposed amendments aimed at encouraging companies to go and stay public. The proposed amendments would, among other things, streamline the filer status categories of public companies and allow a majority of public companies to take advantage of reduced disclosure obligations and other accommodations that are currently only available to smaller reporting companies.

Under the existing framework, public companies are categorized as large accelerated filers (which are subject to the most stringent reporting requirements), accelerated filers, non-accelerated filers, smaller reporting companies and/or emerging growth companies. The availability of accommodations and scaled disclosure requirements depends on the filer status category (or categories) into which a company is classified. If adopted, the proposed amendments would consolidate the filer status categories into two: large accelerated filers and non-accelerated filers, with the latter including a new “small non-accelerated filers” subcategory. The proposed amendments would allow non-accelerated filers to utilize disclosure accommodations currently reserved for smaller reporting companies and emerging growth companies, such as the ability to provide two years (rather than three) of audited financial statements in annual reports on Form 10-K. These accommodations would also remove the requirement for companies to obtain an auditor’s attestation on their control over financial reporting and cut down the required executive compensation disclosure in certain SEC filings. In addition, small non-accelerated filers (companies with total assets of $35 million or less for the two preceding years) would have extra time to file their annual reports on Form 10-K and quarterly reports on Form 10-Q.

Relatedly, the proposed amendments would modify the public float threshold requirements such that it would be more difficult to become, and to remain, a large accelerated filer. To become a large accelerated filer, a company’s public float would need to be at least $2 billion, an increase from the $700 million threshold under the current framework, for two consecutive years. If the amendments are adopted as currently proposed, approximately 19% of public companies would be large accelerated filers, a decrease from approximately 35% under the current filer status framework, and approximately 81% would be non-accelerated filers (of which approximately 22% would be small non-accelerated filers). To further promote initial public offerings, the SEC also proposed requiring a company to be a reporting company for at least 60 consecutive calendar months before it can qualify as a large accelerated filer. This serves as an additional incentive for companies to go public, as these newly public companies would have a five-year transition period before potentially becoming subject to the more rigorous reporting requirements applicable to large accelerated filers.

These proposed amendments, along with the SEC’s other recent proposals such as the proposed optional semiannual reporting regime, exemplify the SEC’s desire to increase the number of initial public offerings and encourage already public reporting companies to remain public.

The comment period on the proposed amendments will remain open for 60 days after publication of the SEC’s proposing release in the Federal Register.

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