Securities Regulation Daily Wrap Up, PUBLIC COMPANY REPORTING AND DISCLOSURE—SEC proposes enhancements to public company reporting, (May 20, 2026)
The goal of the proposed simplified framework is to incentivize more companies to go and stay public.
The SEC has proposed rule and form amendments that would streamline and enhance reporting for public companies. The proposal would simplify the public reporting company filer status framework into two categories: large accelerated filers and non-accelerated filers. In addition, the Commission proposes to change disclosure requirements to align with a company's size and seasoning. In issuing the proposal, the Commission's goal is to simplify the framework and incentivize more companies to go and remain public. Comments are due 60 days after publication in the Federal Register (Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies, Securities Act Release No. 11419, Exchange Act Release No. 105515, (May 19, 2026)).
SEC Chair Paul Atkins stated that this proposal would "harmonize and simplify the requirements for the myriad of public company categories and rationalize the benefits afforded to each category." Disclosure scaling and other accommodations currently available only to newly public and smaller companies would be extended to seasoned and mid-sized public companies. In other words, all the disclosure scaling and accommodations would be extended to apply to 81% of companies.
IPO on-ramp. Atkins also highlighted that the proposed amendments create an expanded IPO on-ramp that lasts a minimum of five years, regardless of the company's public float. The proposal would require at least 60 consecutive calendar months of reporting before a company can become a large accelerated filer.
In addition, the public float threshold for becoming a large accelerated filer would be raised from $600 million to $2 billion, calculated on the basis of the average stock price over the last 10 trading days of the second fiscal quarter. That threshold must be met two years consecutively, so that a one-year swing alone does not change filer status.
New filer categories. Public companies filing periodic reports are currently categorized into five statuses, with some overlap: large accelerated filers; accelerated filers; non-accelerated filers; smaller reporting companies; and emerging growth companies. These categories have varying requirements and disclosure accommodations based on which category, or categories, a company belongs. For example, large accelerated filers, accelerated filers, and certain smaller reporting companies are required to obtain an auditor's attestation on a company’s internal control over financial reporting, but non-accelerated filers or emerging growth companies are not. This, the Commission says, is complex for both companies and investors.
To simplify the filer statues framework, the Commission proposes to eliminate the categories of accelerated filer and smaller reporting company. All companies that are not large accelerated filers would then 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. The same disclosure scaling and accommodations currently available to smaller reporting companies and emerging growth companies would also be extended to non-accelerated filers. This would include, among other items, no say-on-pay or say-when-on-pay shareholder advisory votes, scaled executive compensation disclosure, and fewer years of financial statements.
The proposed new filer categories would be:
Large Accelerated Filers: these would have a public float over $2 billion and 60+ months of seasoning.
Non-Accelerated Filers: these would have a public float of less than $2 billion and/or less than 60 months of seasoning.
Small Non-Accelerated Filers: this sub-category would have assets of less than $35 million. 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
The accompanying fact sheet notes that if these amendments were in place today, 19.2 percent of current public companies would be large accelerated filers (35.4 percent are 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.
Small entities. The proposed amendments would apply to registrants that are small entities. The Commission's current rules generally define a small entity as having $5 million or less in total assets at fiscal year-end. For the purposes of the Regulatory Flexibility Act, the proposal would revise Securities Act Rule 157(a) and Exchange Act Rule 0-10(a) to raise the total asset threshold in the definition of a small entity issuer (other than an investment company) from $5 million to $35 million. This would eliminate an existing offering size condition that is a part of the small entity definition under the Securities Act.
The release is No. 33-11419.
RegulatoryActivity: CorporateGovernance FormsFilings IPOs PrivatePlacements PublicCompanyReportingDisclosure SECNewsSpeeches