Enhancing the Public

FACT SHEET

Enhancing the Public

Company Reporting

Framework

On May 19, 2026, the Securities and Exchange Commission proposed rule and form

amendments that would:

•

Extend current disclosure scaling and other accommodations to most public

companies.

•

Grant the smallest public companies extended deadlines to file their periodic reports.

•

Simplify the public reporting company filer status framework.

•

Update the Commission’s Regulatory Flexibility Act issuer “small entity” definitions.

Background

Currently, public companies that file periodic reports with the SEC are categorized into five

partially overlapping filer statuses with varying requirements and disclosure

accommodations:

•

Large accelerated filers

•

Accelerated filers

•

Non-accelerated filers

•

Smaller reporting companies

•

Emerging growth companies

The existing filer status framework is complex for both companies and investors. Companies’

periodic report filing deadlines vary based on whether they are large accelerated filers,

accelerated filers, or non-accelerated filers. Currently, the requirement to obtain an auditor’s

attestation on a company’s internal control over financial reporting applies to large

accelerated filers, accelerated filers, and certain smaller reporting companies (that are also

accelerated filers and not also emerging growth companies), but not to non-accelerated filers

or emerging growth companies. Certain disclosure scaling and accommodations are

available to smaller reporting companies, and others are available to emerging growth

companies. The disclosure scaling and accommodations available to a particular company

depend on whether it is in one, both, or neither of these categories.

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FACT SHEET | Enhancing the Public Company Reporting Framework

Highlights of the Proposing Release

The Commission seeks to incentivize more companies to go and stay public by proposing

to extend current disclosure scaling and other accommodations and simplify the filer status

framework to make it easier to understand. The proposal would:

•

Raise the public float threshold for becoming a large accelerated filer from $700 million

to $2 billion and calculate it based on the average stock price over the last 10 trading

days of the second fiscal quarter.

•

Require that the public float threshold be met two years consecutively so that a one-year

swing alone does not change filer status.

•

Require at least 60 consecutive calendar months of reporting before a company can

become a large accelerated filer.

•

Eliminate the categories of accelerated filer and smaller reporting company filer so that

all companies that are not large accelerated filers simply become non-accelerated filers.

Non-accelerated filers would not be required to obtain an auditor’s attestation on a

company’s internal control over financial reporting.

•

Extend to all non-accelerated filers the same disclosure scaling and other

accommodations currently available to smaller reporting companies and emerging

growth companies. This includes no say-on-pay or say-when-on-pay shareholder

advisory votes, scaled executive compensation disclosure (including no pay versus

performance disclosure), and fewer years of financial statements (with reduced

presentation requirements).

•

Establish a new sub-category of small non-accelerated filers for companies with total

assets of $35 million or less for the two most recent years. Small non-accelerated filers

would have 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 Commission’s issuer “small entity” definitions for purposes of the Regulatory

Flexibility Act.

If the proposed amendments were in place today, 19.2 percent of current public companies

would be large accelerated filers (compared to 35.4 percent currently) and 80.8 percent

would be non-accelerated filers. A total of 17.9 percent of public companies (or 22.2 percent

of non-accelerated filers) would be small non-accelerated filers.

What’s Next

The public comment period will remain open until 60 days after publication of the proposing

release in the Federal Register.

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FACT SHEET | Enhancing the Public Company Reporting Framework

ANNEX

PROPOSED NEW FILER CATEGORIES 1

Large Accelerated Filers

•

•

•

•

Public float ≥ $2 billion, and

60+ months of seasoning

19% of public companies

93.5% of total public float

Non-Accelerated Filers

•

•

•

•

Public float < $2 billion, and/or

Less than 60 months of

seasoning

81% of public companies

6.5% of total public float

Small Non-Accelerated Filers

•

•

•

Assets ≤ $35 million

18% of public companies

22% of non-accelerated filers

1 The percentages in the figure are based on the 5,976 registrants that filed on domestic forms in calendar year

2024. The underlying dataset includes two years of public float data, two years of asset data, and data on how

long each registrant has been a public reporting company. A total of 91 registrants (1.5% of all registrants) that

would be non-accelerated filers under the proposed amendments are currently co-filing with registrants that

would continue to be large accelerated filers, and may therefore remain implicitly subject to the requirements

and deadlines that apply to large accelerated filer status.

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