Time for Spring Cleaning: The SEC Proposes Amendments to Declutter Public Company Filer Categories

With summer just around the corner, the SEC made one final attempt at spring cleaning by proposing sweeping reforms to the public company reporting framework and reduced disclosure obligations for most public companies. On May 19, 2026, the SEC proposed rule and form amendments that would (1) collapse the current public company filer status framework into two primary categories, large accelerated filers (“LAFs”) and non-accelerated filers (“NAFs”), (2) extend scaled back disclosure requirements to the vast majority of public companies, and (3) create a new sub-category of “small entity” non-accelerated filers (“SNFs”) that get extra time for their filings.

Current vs. Proposed Filer Status Framework

The current framework sorts reporting companies into five overlapping filer statuses with varying disclosure obligations and filing deadlines. The proposal would simplify it by defining a NAF as any issuer that is not an LAF. This would eliminate the categories of accelerated filers (“AFs”) and smaller reporting companies (“SRCs”) and extend scaled disclosure accommodations to the vast majority of public companies.

Currently, filing status is determined by a combination of public float and annual revenues. The proposal would continue to categorize filers by public float, with former AFs and SRCs reclassified as NAFs, and the smallest NAFs classified as SNFs.

SNFs would get extended filing deadlines under the proposed framework:

Proposed Changes for Large Accelerated Filers

The proposal would significantly raise the bar for being classified as a LAF, increasing the public float threshold and lengthening the “seasoning” and look-back periods. The SEC estimates that this would reduce the proportion of LAFs from today’s 35.4% of reporting companies to just 19.2%.

• Public float threshold increased to $2 billion. The LAF public float threshold would increase from $700 million to $2 billion, reducing the proportion of registrants subject to the most stringent requirements closer to what the SEC originally anticipated in 2005. Furthermore, while the current LAF public float threshold mirrors the public float eligibility requirements for the Securities Act definition of well-known seasoned issuers (“WKSIs”), the SEC’s proposal for Registered Offering Reform, released the same day, would extend certain registration and communication benefits historically reserved for WKSIs to a wider set of public companies.
• Seasoning period extended to 60 months. A registrant would need to be subject to Exchange Act reporting requirements for at least 60 consecutive calendar months (up from 12 months) before it could become an LAF. This increased seasoning period would effectively provide newly public companies with a five-year on-ramp to prepare for any heightened compliance and disclosure obligations.
• Two-year consecutive lookback. A registrant would need to maintain public float of $2 billion or more for two consecutive fiscal years to become classified as a LAF, and would not stop being a LAF until its public float fell below $2 billion for two consecutive fiscal years. Under the current rules, a registrant redetermines its filing status each year based on its public float and annual revenues. This change could enhance predictability and reduce administrative burdens on public companies.
• 10-trading-day average for public float calculation. Instead of a single-day closing price measurement, public float would be calculated using the average closing price of voting and non-voting common equity over the last 10 trading days of the registrant’s second fiscal quarter, thereby reducing the risk of a single day of market volatility triggering an unexpected status change.
• Filing deadlines unchanged. LAFs would still need to file Form 10-K within 60 days and Form 10-Q within 40 days after the relevant period end.

Proposed Changes for Non-Accelerated Filers

The proposed amendments would classify every issuer that is not an LAF as a NAF. This approach would eliminate the categories for AFs and SRCs and extend the scaled disclosure accommodations currently available to SRCs and EGCs to all NAFs, thereby extending accommodations to approximately 81% of all current public companies.

ICFR Auditor Attestation

The proposal would extend the exemption from obtaining an external auditor’s attestation on internal controls over financial reporting (“ICFR”) currently available to EGCs to all NAFs. This could provide substantial cost savings for certain filers, and may be amplified by the SEC’s recent semiannual reporting proposal, which we wrote about here.

Scaled Disclosure Accommodations

The proposal would greatly reduce disclosure obligations for most public companies by making the current SRC and EGC scaled disclosure requirements the default disclosure requirements for all NAFs. The key accommodations would include:

Financial Statements and MD&A

• Two years of audited financial statements. NAFs would be permitted to provide two years of audited financial statements in annual reports and registration statements prepared in accordance with Article 8 of Regulation S-X, rather than three years as currently required. The proposal would also provide a slightly more condensed format for interim financial statements.
• Scaled MD&A disclosure. NAFs would provide a two-year lookback period for Management’s Discussion and Analysis, rather than the three-year period currently required under Item 303 of Regulation S-K.
• Supplementary financial information not required. NAFs would be permitted to omit the supplementary financial information required by Item 302 of Regulation S-K, including disclosure of retrospective material changes to quarterly financial data.
• Deferred compliance with new accounting standards. For their first five years after initial registration, NAFs could elect to defer compliance with new or revised FASB accounting standards until private companies are required to adopt them, thereby extending the current EGC transition period to all newly public NAFs.

Executive Compensation

• Reduced disclosure for NEO compensation. NAFs would disclose compensation for three named executive officers, instead of the five currently required.
• No pay ratio disclosure. NAFs would be exempt from the CEO pay ratio disclosure requirement.
• No pay versus performance disclosure. NAFs would be exempt from the pay versus performance table and related disclosure currently required by Item 402(v).
• No say-on-pay, say-on-frequency, or golden parachute advisory votes. NAFs would be exempt from the requirements to hold shareholder advisory votes on executive compensation, the frequency of such votes, and golden parachute compensation.
• Elimination of CD&A and related compensation disclosures. NAFs would be permitted to omit the Compensation Discussion & Analysis from their reports. NAFs could also omit compensation policies and practices as they relate to risk management and certain executive compensation tables, including the grants of plan-based awards table, option exercises and stock vested table, pension benefits table, and nonqualified deferred compensation table.

Other Disclosure Accommodations

• Simplified description of business. NAFs would provide a less detailed business development description than LAFs under Item 101 of Regulation S-K.
• Risk factors not required. NAFs could omit risk factor disclosure from their annual reports on Form 10-K and quarterly reports on Form 10-Q, although risk factors would still be required in registration statements.
• No performance graph. NAFs (other than investment companies) would not be required to include the stock performance graph disclosure required by Item 201(e) of Regulation S-K.
• No quantitative and qualitative market risk disclosure. NAFs would be permitted to omit the disclosures required by Item 305 of Regulation S-K.
• No resource extraction issuer payment disclosure. NAFs would be exempt from the disclosure of payments made by resource extraction issuers.
• Related party transaction procedures disclosure not required. NAFs could omit disclosure of policies and procedures for the review, approval, or ratification of related party transactions. Notably, NAFs would not be subject to the more rigorous thresholds and additional disclosure requirements applicable to SRCs under Item 404(d) of Regulation S-K.

New Requirement to Disclose Unresolved Staff Comments

Concurrent with the proposal, the SEC also released proposed reforms to make Form S-3 available to more issuers. Since offerings on Form S-3 frequently incorporate by reference information from a registrant’s current and periodic reports, the SEC noted in the adopting release its belief that investors should be made aware of any material unresolved comments and, as a result, the proposal would extend the requirement to disclose the material unresolved SEC staff comments received at least 180 days before the registrant’s fiscal year end to all NAFs. Currently, this rule is applicable only to LAFs and AFs.

Small Non-Accelerated Filers

The proposal would create a new sub-category of “small non-accelerated filers” (“SNFs”) consisting of NAFs that report total assets of $35 million or less as of the end of each of their two most recent second fiscal quarters. SNFs would receive an additional 30 days to file Form 10-K (120 days instead of 90) and an additional five days to file Form 10-Q (50 days instead of 45).

Proposed Transition Period

The proposal would require existing registrants to assess their LAF or NAF status by the end of their fiscal year before the final rules become effective. If an existing registrant does not make its initial assessment by this deadline, it would be deemed to be either (1) a LAF until the next assessment date (if it was a LAF before the final rules became effective) or (2) in each other case, a NAF until the next assessment date. If an existing registrant did not make its initial assessment by the deadline and was therefore deemed a NAF, it could not be deemed a SNF and gain access to the extra filing time afforded to SNFs despite otherwise qualifying.

After the initial assessment, a registrant qualifying as a NAF could take advantage of the scaled disclosure accommodations in its next Securities Act or Exchange Act filing, and a registrant qualifying as a SNF could avail itself of the extended filing deadlines for its next Form 10-Q or Form 10-K.

Key Takeaways

If adopted, the SEC’s proposal would meaningfully reshape the compliance landscape for public companies. A significant number of companies would be reclassified as NAFs and gain access to significantly scaled disclosure accommodations, including an exemption from ICFR auditor attestation, reduced executive compensation disclosures, and fewer years of audited financial statements. The reduction in compliance costs and reporting burdens for newly minted NAFs could be substantial.

Even though the proposal is at the comment stage, given the significant potential cost and time savings, companies should consider beginning their evaluation process to determine where they would fall within the new framework and the corresponding impact on their filing and disclosure obligations. The two-year consecutive lookback and 10-trading-day average calculation method mean that a company’s second-quarter public float data for both the current and prior fiscal years would be determinative.

The SEC noted that registrants who no longer meet the conditions for LAF status would be permitted to continue to voluntarily comply with the reporting rules applicable to LAFs. Companies that have invested heavily in their disclosure infrastructure, or that want to signal commitment to transparency to investors, may choose to maintain non-scaled disclosure even if they are reclassified as NAFs.

Comments are due 60 days after publication in the Federal Register. Companies should consider weighing in, particularly on questions such as the appropriate LAF threshold and whether the 60-month seasoning period strikes the right balance. Vinson & Elkins will continue monitoring these developments. If your company is considering submitting a comment, Vinson & Elkins would be happy to assist.

¹The proposed reforms wouldn’t eliminate the Emerging Growth Company (“EGC”) status, which was created by the 2012 JOBS Act. However, the expansion of current EGC accommodations to all NAFs would largely render the EGC status irrelevant.  

This information is provided by Vinson & Elkins LLP for educational and informational purposes only and is not intended, nor should it be construed, as legal advice.