Large Accelerated Filers are Getting Larger, and so Will Non-Accelerated Filers

On May 19, 2026, the Securities and Exchange Commission (SEC) published a release Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies (the “Proposed Amendments” or the “Proposing Release”). The Proposed Amendments are part of Chairman Paul Atkins’ agenda to “Make IPOs Great Again.“

Key Points

The key points in the Proposed Amendments:

• Two primary categories of companies: large accelerated filers (LAFs) and non-accelerated filers (NAFs). The criterion for the categories follows:
  • LAFs – $2 billion or more in public float AND subject to Securities Exchange Act of 1934 (“Exchange Act”) reporting for 60 months or more; and
  • NAFs – Less than $2 billion in public float and/or subject to Exchange Act reporting for less than 60 months.
• NAFs would be entitled to follow the same disclosure scaling and other accommodations currently available to registrants that are smaller reporting companies (SRC) and emerging growth companies (EGCs) under current rules.
• A subset of NAFs (which are referred to as Small NAFs (SNFs) as described below) with under $35 million in assets would have additional time to file annual and quarterly reports.

Current Filer Status and Reporting Status

There are currently three classes of filer status – large accelerated filers, accelerated filers, and non-accelerated filers and two classes of reporting statuses, SRCs and EGCs. Under the current framework a company can fit into multiple different statuses (e.g., a company could be an accelerated filer, SRC and EGC), and therefore subject to different accommodations based on a matrix of different categories. The application of the current requirements and the interaction between categories can be complex and confusing. The Proposed Amendments simplify the categories and transitioning between them.

The table below presents the different relationships between SRCs and non-accelerated, accelerated, and large accelerated filer under the current rules.

A company qualifies as an EGC if it has annual gross revenues of less than $1.235 billion during the most recently completed fiscal year (the revenue threshold is adjusted for inflation based on the Consumer Price Index every five years). The company continues to be an EGC until the earliest of:

• The last day of the fiscal year in which its total annual gross revenues are $1.235 billion or more;
• The last day of the fiscal year following the fifth anniversary of the date of the first sale of common equity securities of the issuer under an effective Securities Act of 1933 (Securities Act) registration statement as an EGC;
• It issued more than $1 billion in non-convertible debt in the last three years; or
• It becomes a large accelerated filer: public float is $700 million or more.

Some of the scaled disclosures and accommodations provided to SRCs include the ability to omit and/or reduce the amount of disclosure in the following areas:

• Only two years of financial statements are required;
• The disclosures required by Regulation S-X, other than those included in or stipulated by Article 8 are not required including:  
  • Compliance with Articles 5, 7, and 9 regarding financial statement presentation;
  • Rule 3-09 – financial statements for significant equity method investees; and
  • Article 4  – except with respect to certain stipulated items.
• Disclosure of summarized financial information of equity method investees in the notes to the financial statements in certain circumstances: higher threshold for disclosure;
• S-K 101 – Description of business: less detailed information is required;
• S-K 105 – Risk Factors: disclosure not required in Form 10-K or Form 10-Q;
• S-K 201 – Market price of and dividends on equity and related matters: less disclosure required;
• S-K 302 – Supplementary Financial Information: disclosure not required;
• S-K 303 – Management’s Discussion and Analysis: only two years is required;
• S-K 305 – Quantitative and Qualitative Disclosures about Market Risk: disclosure not required;
• S-K 402 – Executive Compensation: significantly less information is required;
• S-K 404 – Transactions with related persons: – less information is required; and
• S-K 407 – Corporate Governance: less information is required.

Some of the scaled disclosures and accommodations that are provided to EGCs include:

• Allowed to provide two (instead of three) years of audited financial statements in the registration statement for an initial public offering of common equity securities;
• Allowed to adopt any new or revised accounting standards using the same timeframe as private companies (if the standard applies to private companies);
• Not required to provide an auditor’s report on Internal Control Over Financial Reporting (ICFR);
• Auditor is not required to address Critical Audit Matters in the audit report and new rules adopted by the PCAOB are not required to be applied unless the SEC determines they should be applied; and
• Allowed to comply with the executive compensation disclosure requirements on the same basis as an SRC.

Some of the accommodations for NAFs

• Not required to provide an auditor’s report on ICFR; and
• Additional time to prepare Form 10-K and Form 10-Q compared to LAFs. Form 10-K is due 90 days after year end and Form 10-Q is due 45 days after quarter end.

New Filer Status and Reporting Status and the Implications

Under the Proposed Amendments the filer status of accelerated filer would be eliminated and reporting status of SRC would be eliminated. The reporting status of EGC is established by statute and is not impacted by the Proposed Amendments, but substantially all the accommodations currently applied to EGCs will be applied to NAFs.

Under the Proposed Amendments there will be two primary categories of companies: LAFs and NAFs. The criterion for the categories follows:

• LAFs: $2 billion or more in public float AND subject to Exchange Act reporting for 60 months or more; and
• NAFs: Less than $2 billion in public float and/or subject to Exchange Act reporting for less than 60 months.

Currently, if the company was not an SRC or an EGC, an auditor’s report on ICFR was required if the public float was $75 million or more. Under the Proposed Amendments the public float threshold to require an auditor’s report on ICFR would increase to $2 billion.

Under the Proposed Amendments, the scaled disclosures, and accommodations for SRCs and EGCs, including those discussed above, would be extended to all NAFs in addition to the accommodations that exist today for NAFs. The SEC estimates that 81% of the reporting companies will be NAFs and therefore (i) will not need to provide an auditor’s report on ICFR and (ii) will be able to avail themselves of the scaled disclosures and accommodations discussed above.

While there would not be a requirement to provide an auditor’s report on ICFR, there is no proposed change regarding management’s responsibility to report on ICFR in Form 10-K as required by Item 308 of Regulation S-K.

Due Dates of Forms 10-K and Form 10-Q and Age of Financial Statements in Registration Statements and Proxies

The due dates for filing Form 10-K and 10-Q and the age of financial statements in registration statements and proxies would not change for LAF filers and NAF filers. For example, Form 10-K would be due 60 days after the end of the fiscal year end for LAF filers and 90 days after the fiscal year end for NAF filers. However, a large number of companies that were previously large accelerated filers and accelerated filers will become NAFs. Those companies whose filing status has changed will have additional time before the due dates of their filings.

The exception is with respect to Small NAFs as discussed below.

Transitioning Between LAF and NAF

A company would not become a LAF unless it has been subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act for 60 consecutive calendar months. Accordingly, any company initially registering with the SEC will be a NAF, regardless of size, for a minimum of 60 months.

Under the current rules, a company determines its filing status at the end of each fiscal year based on its public float as of the last business day of its most recently completed second quarter using the closing price or the average of the bid and ask prices on that day.

Under the Proposed Amendments, the public float would be calculated using the average closing stock price over the final 10 trading days of the second quarter, multiplied by the aggregate number of shares held by non-affiliates as of the last day of the second quarter.

A company would transition into or out of LAF status if it remained above or below the applicable threshold for two consecutive years. While this requirement would delay a transition from NAF to LAF status, it would have a corresponding impact on a transition from LAF to NAF status. In circumstances where a registrant is above or below the applicable threshold for the first year, but is not for the second year, no transition would occur.

Small Non-Accelerated Filer Status

The Proposed Amendments would also establish SNFs as a subcategory of NAFs, consisting of companies with total assets of $35 million or less as of the end of each of the company’s two most recent second fiscal quarters. A company would determine its filer status annually, as of the last day of its fiscal year. Once an issuer becomes an SNF, it would remain in SNF status until it becomes an LAF or reports more than $35 million in total assets as of the end of each of its two most recent second fiscal quarters. If a registrant that previously qualified as an SNF has more than $35 million in total assets at the end of the second fiscal quarter, it would only need to exit the SNF category if its assets still exceed $35 million at the end of the same quarter in the following year.

SNFs would be granted an additional 30 days to file their Form 10-K, extending their filing deadline from the 90 days applicable to NAFs to 120 days after fiscal year end. For Form 10-Q, SNFs would be granted an additional five days, extending their filing deadline from the 45 days applicable to NAFs to 50 days after fiscal quarter end.

Transitioning Upon Adoption

If the rules are adopted, the Proposed Amendments provide transitioning guidance to the new rules. As of the effective date of the rules, existing registrants would be required to assess their LAF or NAF status as of the end of their fiscal year prior to the effectiveness of the rules. Registrants would be allowed to assess their status at any time after effectiveness of the rules, but no later than the day prior to the last day of their fiscal year in which the rules go into effect.

A registrant that qualifies as an NAF after its initial filer status assessment can avail itself of the scaled disclosures and other accommodations available to NAFs in its next Securities Act or Exchange Act filing made after the assessment is completed. For example, if the SEC adopts final rules that become effective on Jan. 15, 2027, then existing calendar year end registrants would be required to assess their filer status as of Dec. 31, 2026 no later than Dec. 30, 2027, but would be permitted to complete such assessment as of any date between Jan. 15 and Dec. 30, 2027.  Accordingly, if a company met the criteria as an NAF, it could file its 2026 Form 10-K after on or after Jan. 15, 2027, that reflects the scaled disclosures and accommodations discussed above.

Foreign Private Issuers

The Proposed Amendments would not apply to Foreign Private Issuers filing on foreign forms. They would modify Form 20-F to eliminate the concept of accelerated filer but continue to require an auditor’s report on ICFR for companies that have a public float in excess of $75 million. The accommodations for EGCs would remain for Foreign Private Issuers continuing to meet EGC status.

Should Your Company Provide a Comment Letter?

The SEC encourages all interested parties to provide their perspective on the Proposing Release. While the Proposing Release is 318 pages, a substantial portion relates to areas of regulatory requirements that are not necessary to read to understand the proposal including the Economic Analysis, Paperwork Reduction Act Analysis, Congressional Review Act, Initial Regulatory Flexibility Act Analysis plus the Reg Text. The basic core of the Proposing Release is 124 pages.

There are 40 specific questions in the Proposing Release, excluding questions regarding the Economic Analysis. A company is not required to address all or any of the questions. The response can simply provide the responder’s perspective on the Proposed Amendments. If a company wants to submit a response, they should follow this process.  Comment letters are due July 20, 2026. As with all proposed rules, the SEC posts Comment Letters they receive. The Proposing Release has a 60-day comment period, and comments are due July 20, 2026.

Please contact CBIZ CPAs if you have questions about the Proposed Amendments.