On May 19, 2026, the SEC introduced a sweeping proposal aimed at modernizing the public company reporting framework – one that could significantly reshape filer status classifications, reporting obligations, and compliance timelines.
At its core, the proposal seeks to simplify a system long viewed as fragmented and difficult to navigate while expanding access to scaled disclosure accommodations across a broader set of companies.
Why This Matters Now
Today’s filer status framework includes five partially overlapping categories – large accelerated filers, accelerated filers, non-accelerated filers, smaller reporting companies, and emerging growth companies – each with different filing deadlines, disclosure requirements, and compliance expectations.
This complexity has created challenges not only for issuers managing compliance but also for investors attempting to interpret disclosures consistently. The SEC’s proposal directly addresses this issue by reducing fragmentation and introducing a more streamlined classification model.
Key Proposed Changes
1. A Simpler, Two-Tiered Structure
The proposal would eliminate the accelerated filer and smaller reporting company categories, replacing the current model with a more straightforward framework:
- Large Accelerated Filers
- Non-Accelerated Filers
- With a new subset: small non-accelerated filers
All companies that do not meet the revised large accelerated filer criteria would default to non-accelerated filer status.
2. Redefining “Large Accelerated Filer”
The SEC proposes raising the public float threshold from $700 million to $2 billion – a significant shift that would reclassify many companies into less burdensome categories.
Additional changes include:
- Measuring public float based on a 10-day average stock price
- Requiring two consecutive years of meeting the threshold
- Introducing a 60-month seasoning requirement before a company can qualify
If adopted, only about 19% of public companies would qualify as large accelerated filers, compared to 35.4% today.
3. Expanded Access to Scaled Disclosure
One of the most impactful aspects of the proposal is the expansion of scaled disclosure accommodations. These would be extended to all non-accelerated filers, not just smaller reporting companies or emerging growth companies.
Key benefits include:
- No requirement for say-on-pay or say-when-on-pay votes
- Reduced executive compensation disclosures
- Fewer years of required financial statements
This shift signals a broader move toward reducing reporting burden while maintaining investor protections.
4. Relief from Auditor Attestation
Non-accelerated filers would no longer be required to obtain an auditor attestation on internal control over financial reporting (ICFR) – a requirement currently applied to accelerated and large accelerated filers.
This could result in meaningful cost savings and operational flexibility, particularly for mid-sized and smaller issuers.
5. New Category: Small Non-Accelerated Filers
The proposal introduces a new subset for companies with $35 million or less in total assets over the prior two years.
These companies would receive:
- +30 days to file Form 10-K
- +5 days to file Form 10-Q
This additional flexibility acknowledges the resource constraints often faced by smaller issuers.
The Bigger Picture: Encouraging Public Market Participation
Beyond simplification, the SEC’s broader objective is clear: make public markets more accessible and attractive.
By expanding eligibility for scaled reporting and easing compliance burdens, the proposal aims to incentivize more companies to go public – and remain public – amid increasing regulatory complexity and cost pressures.
Under the proposed structure:
- Approximately 80.8% of companies would become non-accelerated filers
- About 17.9% of all public companies would qualify as small non-accelerated filers
This redistribution reinforces a more proportionate regulatory model aligned to company size and maturity.
What Companies Should Do Now
While the proposal is not yet final, comments will be due by July 20, 2026. Public companies should begin evaluating the potential impact now in areas such as:
- Reassessing filer status projections under the new thresholds
- Evaluating compliance cost reductions, particularly around ICFR attestation
- Planning for changes to disclosure requirements and internal reporting processes
- Monitoring timelines for potential adoption and transition
Final Takeaway
The SEC’s proposed filer status overhaul represents one of the most consequential reporting framework changes in years. By simplifying classifications and expanding access to scaled disclosure, it has the potential to significantly reduce compliance burdens—while maintaining transparency for investors. For corporate reporting teams, the message is clear: flexibility is increasing—but so is the need for proactive planning.
See how DFIN ActiveDisclosure helps you adapt with confidence. From navigating evolving filer status requirements to streamlining disclosure and reporting workflows, ActiveDisclosure gives teams the control, automation, and compliance guardrails needed to stay ahead of regulatory change, without adding complexity.
