SEC Proposes to Simplify the Public Company Filer Status Framework

June 9, 2026

What Happened?

On May 19, 2026, the SEC proposed amendments to rules and forms intended to simplify the public company reporting framework and incentivize more companies to go and stay public (Release Nos. 33-11419; 34-105515; File No. S7-2026-18).

Currently, public companies that file periodic reports are sorted into five partially overlapping filer statuses — large accelerated filers, accelerated filers, non-accelerated filers, smaller reporting companies, and emerging growth companies — each carrying its own deadlines, disclosure requirements, and accommodations. The SEC acknowledges that this layered structure is complex for both companies and investors, and that the regulatory burden of being a public company is among the factors that drive companies to stay private.

The proposed amendments would:

• Consolidate filer statuses into two primary categories. The categories of accelerated filer and smaller reporting company would be eliminated, so that any company that is not a large accelerated filer would simply be a non-accelerated filer.
• Raise the bar for large accelerated filer status. The public float threshold to become a large accelerated filer would increase from $700 million to $2 billion, calculated based on the average stock price over the last 10 trading days of the second fiscal quarter.
• Add consistency and seasoning requirements for large accelerated filers. The threshold would need to be met for two consecutive years, so a one-year swing alone would not change a company’s status, and a company would need at least 60 consecutive calendar months of reporting before becoming a large accelerated filer.
• Remove the auditor attestation requirement for non-accelerated filers. Non-accelerated filers would not be required to obtain an auditor’s attestation on internal control over financial reporting (ICFR).
• Extend scaled disclosure to all non-accelerated filers. All non-accelerated filers would receive the same disclosure scaling and accommodations currently available to smaller reporting companies and emerging growth companies — including no say-on-pay or say-when-on-pay advisory votes, scaled executive compensation disclosure (with no pay-versus-performance disclosure), and fewer years of financial statements with reduced presentation requirements.
• Create a new “small non-accelerated filer” sub-category. Companies with total assets of $35 million or less for the two most recent years would qualify and would receive an additional 30 days to file Form 10-K annual reports and an additional five days to file Form 10-Q quarterly reports.
• Update the SEC’s “small entity” definitions. Used for purposes of the Regulatory Flexibility Act (RFA), which requires agencies engaged in rulemaking to publish analyses for public comment on how proposed and final rules will impact small entities.

What You Need to Know

If the proposed amendments were in place today, the population of large accelerated filers would shrink considerably. The SEC estimates that 19.2 percent of current public companies would be large accelerated filers (down from 35.4 percent today), while 80.8 percent would be non-accelerated filers. Roughly 17.9 percent of all public companies — or 22.2 percent of non-accelerated filers — would qualify as small non-accelerated filers.

The proposal is not yet effective. The public comment period will remain open until 60 days after the proposing release is published in the Federal Register. Companies and advisers who want to weigh in — particularly on the new thresholds, the auditor attestation relief, or the small non-accelerated filer deadlines — should plan to submit comments by July 20, 2026 (File No. S7-2026-18).

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