On May 19, 2026, the SEC proposed amendments that would collapse the current five overlapping filer categories into just two (large accelerated filer and non-accelerated filer) and raise the large accelerated filer public float threshold from $700 million to $2 billion. The amendments would also extend the scaled disclosure accommodations now reserved for smaller reporting companies and emerging growth companies to an estimated 81% of reporting companies. Every newly public company would also receive a guaranteed five-year on-ramp during which large accelerated filer status cannot attach. The SEC has deliberately limited the proposal’s reach over foreign private issuers, pending the broader review of the FPI framework initiated by its June 2025 concept release.

Chairman Atkins describes the package as the foundation of his “Make IPOs Great Again” agenda, intended to reverse the long decline in U.S. public company counts and make public-company status meaningfully more attractive, particularly for small and mid-sized issuers. For large IPO candidates, including those that today cannot qualify as EGCs, the proposal is especially significant: it would give them access for the first time to an IPO on-ramp with reduced S-1 disclosure burdens, including fewer years of required financial statements, as well as ongoing relief from the Section 404(b) internal control over financial reporting (ICFR) auditor attestation requirement once public.

Public companies, IPO candidates, audit committees, and their advisers should begin assessing how the new framework, if adopted, could change their disclosure obligations and internal control attestation costs.

Why the SEC Is Proposing These Changes

Under the current disclosure framework, public companies sort themselves into five partially overlapping filer statuses: large accelerated filer (LAF), accelerated filer (AF), non-accelerated filer (NAF), smaller reporting company (SRC), and emerging growth company (EGC). Filing deadlines turn on the LAF/AF/NAF axis; the Sarbanes-Oxley Section 404(b) auditor attestation requirement applies to LAFs, AFs, and certain SRCs that are also AFs but not EGCs; and scaled disclosure accommodations depend on whether a company is a SRC, an EGC, both, or neither. The SEC itself acknowledges that the resulting framework is “layered and complex,” with multiple overlapping thresholds that registrants must re-test annually — or, as Commissioner Hester Peirce put it, “[c]ompanies, and even their lawyers, need flow charts, cheat sheets, and lots of caffeine to decipher their filer status under the current framework.”

Revised Large Accelerated Filer Status and Status Transitions

Under the proposal, a company would qualify as an LAF only if its public float equals or exceeds $2 billion, up from the current $700 million threshold. The SEC estimates that LAFs today represent about 35% of registrants and projects that, with a threshold at $2 billion, LAFs would shrink to roughly 19% of registrants. That means nearly half of today’s LAFs could drop to the new NAF status.

Public float would also be measured differently. Instead of testing the float on a single day, the proposal would use the average closing price over the last 10 trading days of the issuer’s most recently completed second fiscal quarter, multiplied by the non-affiliate share count on the last day of that quarter. The 10-day averaging window is designed to prevent filer status from flipping based on a one-day price spike or drop.

Status transitions would also become more deliberate. For seasoned registrants (those with at least 60 months of Exchange Act reporting history, as discussed below), entry into and exit from LAF status would each require two consecutive annual measurement dates above (or below) the $2 billion threshold, and the separate, lower exit threshold under current rules would be eliminated. A NAF whose float first crosses $2 billion at one second-quarter measurement date would remain a NAF, becoming a LAF only if its float still exceeds $2 billion at the next year’s measurement date. LAF-level compliance would then begin with the Form 10-K for that second crossing year. The same two-year pattern applies on the way down: a LAF whose float drops below the threshold in one year would remain a LAF for that year, dropping back to NAF only after a second consecutive sub-threshold measurement. Every registrant would therefore remain in each status for at least two annual cycles, with at least one year of advance visibility before any transition.

Expanded Non-Accelerated Filer Status and Extension of Accommodations

The AF and SRC categories would be eliminated as unnecessary in light of the broader LAF/NAF restructuring. Every registrant that is not an LAF would simply be a NAF. EGC status would remain on the books as a statutory category (Congress created it, and the SEC cannot alone eliminate it), but the new NAF accommodations would make reliance on EGC status unnecessary in most circumstances.[1] Many registrants that today are neither SRCs nor EGCs would become eligible for scaled disclosure relief under the new framework,[2] including:

Financial statements, MD&A, and internal controls:

  • Exemption from the Sarbanes-Oxley Section 404(b) ICFR auditor attestation requirement for NAFs.
  • Two years of audited financial statements (rather than three) in annual reports on Form 10-K and in registration statements under both the Securities Act and the Exchange Act, with corresponding scaling of the comparable interim periods presented in Form 10-Q.
  • Ability to prepare financial statements under Article 8 of Regulation S-X (the scaled set of form and content requirements currently available to SRCs) in lieu of the more granular Article 3 disclosures otherwise required of LAFs.
  • Two years of MD&A instead of three, paired with the two-year audited financial statement presentation.
  • No supplementary financial information under Item 302 of Regulation S-K.
  • No quantitative and qualitative disclosures about market risk under Item 305 of Regulation S-K.
  • For NAFs in their first five years after initial registration, the ability to elect deferred compliance with new or revised FASB accounting standards (mirroring the existing EGC accommodation).

Executive compensation and corporate governance:

  • No Compensation Discussion and Analysis (CD&A).
  • Compensation disclosure for three named executive officers instead of five, with two years of Summary Compensation Table data instead of three.
  • No grants of plan-based awards table, option exercises and stock vested table, pension benefits table, or nonqualified deferred compensation table.
  • No pay-versus-performance disclosure.
  • No pay ratio disclosure.
  • No compensation policies and practices related to risk management disclosure.
  • No compensation committee report or compensation committee interlocks and insider participation disclosure.
  • No say-on-pay, say-when-on-pay, or golden parachute shareholder advisory votes.

Other business and non-financial disclosures:

  • More limited description of business than required of LAFs.
  • No required risk factor disclosure in Forms 10-K and 10-Q, though in practice most SRCs voluntarily include risk factors in those filings, so the technical relief is one many eligible issuers historically have chosen not to use.
  • No performance graph under Item 201 of Regulation S-K (except for NAFs that are investment companies).
  • No resource extraction issuer payments disclosure.
  • Single $120,000 related party transaction disclosure threshold under Item 404(a) for all filers, replacing the lower SRC-specific threshold in Item 404(d).
  • No requirement to describe related party transaction review, approval, and ratification policies and procedures (Item 404(b)), which would apply only to LAFs going forward.

One disclosure obligation would expand. NAFs would newly be required to disclose the substance of material unresolved SEC staff comments on Form 10-K, a requirement that today applies only to AFs, LAFs, and well-known seasoned issuers. The SEC views this as an appropriate investor-protection backstop, particularly because the parallel Registered Offering Reform Proposal would make Form S-3 and shelf offerings available to many more issuers, including NAFs.

Reporting Deadlines for LAFs, NAFs and Small Non-Accelerated Filers

Under the proposal, LAF periodic report deadlines would remain unchanged: 60 days for Form 10-K and 40 days for Form 10-Q (or 40 days for the proposed Form 10-S semiannual report, if the SEC’s concurrent semiannual reporting proposal is adopted). NAF deadlines would also remain at their current levels: 90 days for Form 10-K and 45 days for Form 10-Q (or 45 days for Form 10-S). Further, the proposal would create a new sub-category for the smallest reporting companies, called small non-accelerated filers (SNFs). To qualify, a registrant would need to be an NAF with total assets of $35 million or less as of the end of each of its two most recent second fiscal quarters. The only additional accommodation SNFs would receive beyond standard NAF treatment is extended filing deadlines: 120 days for Form 10-K (instead of 90) and 50 days for Form 10-Q or, if adopted, Form 10-S (instead of 45).

Universal IPO On-Ramp Regardless of Size

Under the proposed LAF definition, no registrant can become an LAF until it has been an Exchange Act reporting company for at least 60 consecutive calendar months. That five-year on-ramp mirrors the JOBS Act EGC accommodation. Under the proposal, no newly public company could become an LAF until it has been subject to Exchange Act reporting for at least 60 consecutive calendar months, giving it access to the full range of scaled disclosure relief described above.

Exiting the on-ramp into LAF status would require the registrant’s public float, measured on the proposed 10-day average basis at the close of the second fiscal quarter, to equal or exceed $2 billion at both the year-four and year-five measurement dates. LAF-level compliance could then begin with the Form 10-K for that year-five fiscal year.

For large private companies considering an IPO, the proposal could be transformative. Under current rules, companies exceeding the EGC revenue threshold (currently $1.235 billion) have no IPO on-ramp, they must provide three years of audited financial statements and MD&A in the S-1, and if their float exceeds $700 million, they immediately enter the full LAF compliance regime upon going public. The proposal would extend to these larger IPO candidates, for the first time, EGC-style S-1 relief (two years of audited financials and MD&A) as well as exemption from the Section 404(b) ICFR auditor attestation requirement once public. This may meaningfully reduce a long-standing disincentive to IPO for some of the largest private companies.

Transition Mechanics for Existing Registrants

Under the proposed transition rules, existing registrants would assess their filer status as of the end of their fiscal year prior to the effectiveness of final rules. Crucially, for this initial assessment, registrants would not consider their current filer status. An existing LAF would treat itself as “not currently a large accelerated filer” when applying the new definitions. As a result, an existing LAF would transition to NAF status if, as of the fiscal year-end prior to effectiveness, it either (1) has not been subject to Exchange Act reporting for at least 60 consecutive months, or (2) did not have public float of $2 billion or more at both the most recent and immediately prior second fiscal quarter measurement dates.

As a practical matter, this means many current LAFs could become NAFs immediately upon effectiveness. Once a registrant qualifies as a NAF after its initial assessment, it may use NAF accommodations beginning with its next Securities Act or Exchange Act filing.

Treatment of Foreign Private Issuers

FPIs that file on Form 20-F or Form 40-F would be carved out of the new LAF/NAF definitions. Form 20-F would continue to require an ICFR auditor attestation report at the current $75 million public float threshold (unless the issuer qualifies as an EGC), and FPIs would continue to measure public float on a single-day basis.[3]

What Happens Next

The SEC’s proposing release, summarized in its fact sheet, will be open for public comment for 60 days following Federal Register publication, after which the SEC staff would review comments and the SEC would decide whether, when, and in what form to adopt a final rule.

This proposal does not sit in isolation. It is part of a package alongside the SEC’s semiannual reporting proposal and the concurrent registered offering reform proposal, among other contemplated future proposals. Together, these initiatives could materially reshape the cost and cadence of being a U.S. public company.

No immediate action by public companies is required. If final rules are adopted, however, boards, finance teams, audit committees, and outside counsel will need to assess filer status under the new framework and decide which of the accommodations discussed above to adopt and which to continue voluntarily. For large private companies considering an IPO, particularly those exceeding EGC thresholds, the proposal may warrant a fresh look at the economics of going public.

[1] One exception: the statutory FOIA exemption for confidential draft registration statements under Securities Act Section 6(e)(2), which prevents the SEC from producing an EGC’s nonpublic draft registration statement in response to a FOIA request, applies only to EGCs, and the SEC lacks authority to extend it to non-EGCs. Non-EGCs may still submit draft registration statements for nonpublic review and request confidential treatment under Rule 83, but this provides less certain protection than the statutory exemption.

[2] For a comprehensive, item-by-item summary of the disclosure requirements and accommodations that would apply to NAFs under the proposed amendments, see Tables 3 through 6 of the proposing release (at pages 90-96), which summarize the availability of scaling and accommodations under Regulation S-K, Regulation S-X, and other rules. The list below highlights selected principal accommodations.

[3] In June 2025, the SEC issued a concept release soliciting public comment on potentially narrowing FPI eligibility. See Cleary Gottlieb, SEC Considers Narrowing Foreign Private Issuer Definition, available at https://www.clearygottlieb.com/news-and-insights/publication-listing/sec-considers-narrowing-foreign-private-issuer-definition.