SEC proposes sweeping changes to reporting framework

On May 19, 2026, the SEC announced two major proposals to reform the registered offering and the filer status and disclosure framework for public reporting companies, including business development companies and registered closed-end funds (collectively regulated funds).¹ This Legal Briefing discusses the proposed amendments to the filer status reporting framework that would simplify filer status determinations, expand scaled disclosure accommodations to a broader group of issuers, and extend filing deadlines for a new category of filers, “small non-accelerated filers” (Filer Status Proposal), and highlights what reporting companies should evaluate during the comment period. 

At a high level, the Filer Status Proposal is intended to make the filer status framework easier to apply and less burdensome for a substantially larger portion of domestic reporting companies, particularly newly public and mid-sized issuers. In the SEC’s view, the current system of overlapping filer and disclosure categories is unnecessarily complex for registrants to navigate. The Filer Status Proposal shifts the framework away from multiple overlapping classifications and toward a simplified model in which the determinations turn on whether a company qualifies as a large accelerated filer or a non-accelerated filer. 

Simplified filer status framework

Currently, the SEC’s filer status framework consists of large accelerated filers, accelerated filers, non-accelerated filers, emerging growth companies, and smaller reporting companies. The Filer Status Proposal would effectively collapse the existing framework into two primary filing categories: large accelerated filers and non-accelerated filers. Any issuer that does not qualify as a large accelerated filer would be a non-accelerated filer. The table below highlights the changes to the criteria to qualify as a large accelerated filer and a non-accelerated filer: 

Criteria	Large accelerated filer	Non-accelerated filer
Public float threshold	Current regime a public float of $700 million or more, as of the last business day of the issuer’s most recently completed second fiscal quarter	Current regime a public float of $75 million or more, but less than $700 million, as of the last business day of the issuer’s most recently completed second fiscal quarter.
	Proposed regime a public float of $2 billion or more as of the end of each of its two most recent second fiscal quarters, which is calculated based on the average of the issuer’s stock price over the last 10 trading days of the second quarter of such fiscal year and the immediately prior fiscal year.	Proposed regime an issuer that does not meet the public float threshold for a large accelerated filer
	Practical implications An issuer must meet the $2 billion public float threshold for two consecutive fiscal years before it can qualify as a large accelerated filer.  Under the current regime, there is a lower public float threshold that an issuer must meet to retain its filer status (e.g., must have a public float of at least $560 million in subsequent year to retain its large accelerated filer status). The Filer Status Proposal eliminates the public float transition threshold, and an existing large accelerated filer would remain a large accelerated filer until its public float is lower than $2 billion for two consecutive fiscal years.
Seasoning Requirement	Current regime must be subject to the requirements of Exchange Act for a period of at least 12 calendar months, and filed at least one annual report on Form 10-K	Current regime none
	Proposed regime must be subject to the requirements of Exchange Act for a period of at least 60 calendar months (5 years)	Proposed regime none
	Practical implications The Filer Status Proposal creates a minimum five-year on-ramp for every new issuer (i.e., all issuers will automatically be non-accelerated filers following effectiveness of their initial registration statement). The SEC compares this proposed filer status on-ramp to what is currently provided to emerging growth companies, noting that it “has been a meaningful accommodation to newer public companies and generally has not resulted in investor protection concerns.”

 

Disclosure and financial reporting accommodations extended to non-accelerated filers

The Filer Status Proposal would extend certain scaled disclosure accommodations and other benefits currently associated with issuers that qualify as smaller reporting companies and emerging growth companies: 

Regulation S-K Item	Current requirements	Proposed non-accelerated filer accomodations
101. Description of Business	requires a broad principles-based description of the development of the business, its subsidiaries and any predecessors	may include scaled material developments to the business since the last annual report filing or initial registration statement filing, an accommodation that is currently only available to smaller reporting companies
303. Management’s Discussion and Analysis	requires a discussion of the prior three years in the annual report on Form 10-K	requires a discussion of the prior two years in the annual report on Form 10-K, consistent with the proposed scaled financial reporting requirements described below
402. Executive Compensation2	requires a compensation disclosure and analysis, including specified narrative and tabular information, with respect to five named executive officers for the prior three years	permits scaled executive compensation disclosure as follows: no required compensation discussion and analysis section compensation disclosures for three (instead of five) named executive officers, with two years (rather than three) of summary compensation table data scaled golden parachute disclosure no required pay ratio disclosure no required pay versus performance disclosure;  no required disclosure relating to compensation policies and practices related to risk management no specified executive compensation disclosure tables, including grants of plan-based awards table, pension benefits table, option exercises and stock vested table, and nonqualified deferred compensation table no requirement to hold shareholder advisory votes on executive compensation (say-on-pay) or on the frequency of such votes (say-when-on-pay)

In addition, as proposed, an issuer that qualifies as a non-accelerated filer (except as noted below) may exclude the following disclosures in its annual reports on Form 10-K and quarterly reports on Form 10-Q, which are accommodations currently available to smaller reporting companies: 

• risk factors;
• performance graph disclosure, except in the case of BDCs;
• supplementary financial information with respect to material quarterly changes;
• quantitative and qualitative disclosures about market risk;
• description of policies and procedures for review, approval or ratification of related party transactions;
• compensation committee interlocks and insider participation disclosure;
• compensation committee report; and
• audit committee financial expert disclosure in the first annual report on Form 10-K.

The Filer Status Proposal also would extend the scaled financial statement requirements currently available only to smaller reporting companies under Article 8 of Regulation S-X to all non-accelerated filers, except for BDCs (as described below), and would extend to such non-accelerated filers certain other financial statement accommodations currently available only to emerging growth companies:

• audited financial statements: may provide two years (rather than three years) of audited income statements, statements of cash flow, and statements of change in stockholders’ equity;
• interim financial statements: may use the scaled presentation requirements for interim financial statements currently available to smaller reporting companies under Article 8 of Regulation S-X; and
• deferred adoption of new accounting standards: may defer compliance with new or revised financial accounting standards until private companies are required to comply, to the extent the standard provides for delayed compliance for private companies.

As proposed, the scaled financial reporting requirements would not be available carte blanche to BDCs that qualify as non-accelerated filers. The Filer Status Proposal, however, extends some of the accommodations to BDCs: 

• audited financial statements: may provide two years (rather than three years) of audited statements of operations and cash flows;
• deferred adoption of new accounting standards: extends the same accommodation available to other non-accelerated filers as described above and that are currently available to BDCs that qualify as emerging growth companies; and
• accommodations for BDCs that qualify as small non-accelerated filers: provides the extended filing deadlines available to small non-accelerated filers (as described in more detail below) to BDCs that qualify as small non-accelerated filers.

SEC view

The SEC has framed the Filer Status Proposal as a recalibration of compliance burdens toward company size and maturity. Chairman Atkins stated that, based on SEC estimates, the proportion of companies benefiting from some form of scaled accommodation would increase from approximately 52% to 81% of domestic registrants, while the companies remaining subject to the most extensive disclosure requirements would still account for approximately 93.5% of total public market float. 

New “small non-accelerated filer” subcategory 

The Filer Status Proposal also would create a new sub-category of non-accelerated filers based on total assets for the smallest issuers: small non-accelerated filers. This subcategory would apply to a company with $35 million or less in total assets as of the end of its two most recent second fiscal quarters. Once an issuer becomes a small non-accelerated filer, it would remain a small non-accelerated filer until it becomes a large accelerated filer or reports more than $35 million in total assets as of the end of each of its two most recent second fiscal quarters.

Small non-accelerated filers would receive additional time to file periodic reports beyond the deadlines otherwise applicable to non-accelerated filers: (a) 120 days (rather than 90 days) after fiscal year end to file annual reports on Form 10-K; and (b) 50 days (rather than 45 days) after quarter end to file quarterly reports on Form 10-Q. 

Scope and likely impact

All companies filing an initial registration statement would enter the reporting regime as non-accelerated filers and would remain in that category for at least the proposed five-year seasoning period before large accelerated filer status could apply. This would be particularly meaningful for at least three groups of issuers. First, newly public companies would benefit from a more predictable post-IPO compliance runway, including relief from the risk of becoming a large accelerated filer relatively soon after listing solely because of valuation levels. Second, mid-sized domestic issuers that currently do not qualify for the full suite of smaller reporting company or emerging growth company accommodations could gain access to scaled disclosure and financial reporting requirements and relief from the internal control over financial reporting (ICFR) auditor attestation requirement. Third, smaller issuers with limited finance and accounting infrastructure could benefit from the proposed extended filing deadlines for annual and quarterly reports. 

Additionally, the Filer Status Proposal reflects a significant deregulatory shift and therefore presents a familiar tradeoff between capital formation and investor protection. On the one hand, reduced disclosure burdens and compliance costs could make public company status more attractive and could facilitate access to capital markets. On the other hand, a much larger group of reporting companies would be permitted to provide reduced executive compensation disclosure, omit certain shareholder advisory votes, provide fewer years of financial statements and avoid auditor attestation. Those changes may prompt comments from investors and governance advocates concerned about reduced comparability and accountability. 

The Filer Status Proposal principally targets domestic registrants filing on domestic forms. The SEC has indicated that changes affecting foreign private issuers filing on foreign issuer forms would be considered separately as part of the SEC’s broader foreign private issuer agenda.

Practical considerations

Comments on the Filer Status Proposal are due by July 20, 2026, after which the SEC will consider the implementation of final rules to adopt the proposed changes to the filer status definitions and the related disclosures. The SEC has requested comment in various areas, particularly focusing on questions where industry participants may have a unique point of view on the division of filer categories based on their day-to-day experience with current regulations. For example, companies should consider providing the SEC with details regarding whether public float remains a reasonable indicator of which companies the markets follow most closely or if companies have issues with disclosure scaling. As it relates to BDCs, the SEC has requested input on whether there should be a different public float threshold, seasoning period or approach altogether for determining large accelerated filer status. 

If the SEC adopts the Filer Status Proposal in its current form, registrants will be allowed to assess their status at any time after effectiveness of the final rules, but no later than the day prior to the last day of their fiscal year in which the final rules go into effect.

If adopted in its current form, existing registrants and new public companies should evaluate the following key implications:

• Evaluate likely filer status under the proposed thresholds. Companies with public float between the current $700 million threshold and the proposed $2 billion threshold should model how the amended rules would affect their future compliance profile.
• Evaluate expanded ICFR auditor attestation exemption. Under the current regime, only large accelerated filers and accelerated filers are required to obtain an auditor’s attestation of ICFR under Section 404(b) of the Sarbanes-Oxley Act. By increasing the public float threshold and changing the seasoning requirement, it is expected that the universe of issuers that qualify as non-accelerated filers, and therefore the number of issuers exempt from the ICFR auditor attestation requirements under Section 404(b) of the Sarbanes-Oxley Act, will increase. Companies should compare the tradeoffs of the cost savings of no longer having to receive an auditor attestation with investor expectations and demand to continue to do so on a voluntary basis.
• Assess the compliance value of non-accelerated filer accommodations. Companies that would become or remain non-accelerated filers under the Filer Status Proposal should weigh which disclosure and financial reporting accommodations would meaningfully reduce cost or complexity with investor expectations.
• Emerging growth companies. The Filer Status Proposal does not alter the statutory designation for emerging growth company status. However, relying on the emerging growth company status to unlock accommodations would become less relevant if the Filer Status Proposal is adopted in its current form.
• Consider implications for IPO planning. Sponsors, underwriters and issuers considering an IPO should assess the benefit of the proposed five-year on-ramp to qualify as a large accelerated filer, especially for companies that expect a high initial valuation or rapid growth in public float after listing.
• For the smallest issuers, assess whether extended deadlines would improve reporting quality or simply defer disclosure. Companies that may qualify as small non-accelerated filers should evaluate whether the extended deadlines for annual reports on Form 10-K and quarterly reports on Form 10-Q would materially improve internal reporting processes and audit coordination. 

Looking ahead

If adopted substantially as proposed, the Filer Status Proposal would materially expand the population of issuers eligible for scaled disclosure, simplify the annual filer status determination, and create a longer and more predictable compliance runway for newly public companies. For many companies, particularly smaller and mid-sized domestic issuers, the Filer Status Proposal could represent a meaningful reduction in the ongoing costs of public company status. At the same time, the breadth of the proposed accommodations means that the final rules could evolve meaningfully during the comment process, especially in response to concerns regarding disclosure quality, comparability and the loss of certain investor protection mechanisms.

Additionally, the SEC has made clear that the Filer Status Proposal is part of a broader initiative to encourage companies to go and stay public. As a result, reporting companies, IPO candidates, boards, and advisors should evaluate the Filer Status Proposal not only as a disclosure reform measure, but also as part of a larger effort to reduce the regulatory friction associated with being a US public company.

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If you have any questions about this Legal Briefing, please feel free to contact any of the attorneys listed or the Eversheds Sutherland attorney with whom you regularly work.

_{1 For more information about the proposed amendments to the registered offering process applicable to regulated funds, see the Eversheds Sutherland legal briefing linked here.}

_{2 This does not apply to externally managed BDCs.}