In our related post titled “SEC Proposed Amendments: Registered Offerings,” we outlined the significant proposed changes to the regulatory framework surrounding registered offerings, which were announced on May 19, 2026 by the U.S. Securities and Exchange Commission (the “SEC”). In furtherance of expanding access to public markets, reducing the burden of required filings and qualifications, and encouraging smaller and mid-size companies to pursue public offerings of their securities, the SEC also included significant proposed amendments relating to filer statuses and disclosure scaling.
Currently, public companies are categorized as a “large accelerated filer,” “accelerated filer,” or “non-accelerated filer” based on their public float. Large accelerated filers are public companies with a public float greater than $700 million who have been subject to reporting requirements for at least 12 months (including the filing of an Annual Report on Form 10-K). Accelerated filers are public companies meeting these same requirements, except their public float is between $75 million and $700 million. Remaining public companies with public floats less than $75 million are non-accelerated filers. These distinctions are important because a public company’s filer status determines filing timelines and reporting requirements, including whether it is required to provide an auditor’s attestation of internal controls (a costly and complex undertaking). Additionally, public companies may further qualify as a Smaller Reporting Company (an “SRC”) or an emerging growth company (an “EGC”), which would entitle a registrant to comply with reduced disclosure and/or financial reporting requirements. SRCs are companies with (i) a public float of less than $250 million or (ii) less than $100 million in annual revenues and either no public float or a public float less than $700 million. EGCs are newly public companies (i.e., a period of five years after its initial public offering, subject to disqualification if certain metrics are reached) with less than $1.235 billion in annual revenues in the previous fiscal year.
The proposed amendments include the following notable changes to this filer status and disclosure scaling framework:
Consolidation into Two Filer Statuses: Public companies would be categorized as either a large accelerated filer or a non-accelerated filer. Additionally, the public float threshold for large accelerated filers would also increase from $700 million to $2 billion, and a public company would not become a large accelerated filer for at least 60 months following its initial public offering regardless of such public float threshold. This would simplify the current filer status scheme and provide the benefits of reduced disclosure requirements for newly public companies, regardless of size.
Expansion of SRC and EGC Accommodations: Most of the scaled disclosures afforded to SRCs and EGCs would now be extended to any non-accelerated filer. Thus, a greater number of companies would be able access scaled disclosure benefits and avoid the requirement of internal control attestation by external auditors.
Extended Filing Deadlines for Smallest Filers: The proposed amendments would create a subcategory for the smallest non-accelerated filers, with such filers having extended filing deadlines for periodic reports. Under this subcategory, filers would have an extra 30 days to file their Annual Reports on Form 10-K and an extra 5 days to file their Quarterly Reports on Form 10-Q.
The proposed changes to filer and reporting statuses evidences the SEC’s efforts to reduce reporting costs and complexity. Between these changes and the proposed amendments relating to registered offerings, the SEC is making meaningful efforts to entice companies to “go public” and reduce certain burdens for companies who already have. The proposed amendments are currently in a public comment period ending July 27, 2026. The SEC will then review such comments and either continue to engage with the public for further input or issue a final rule.
Contact:
Tanner Brennan I 214.745.5836 I tbrennan@winstead.com
Tanner Brennan is a member of Winstead’s Corporate, Securities/M&A Practice Group. Tanner represents public and private companies in connection with public offerings and private placements of debt and equity securities, mergers, acquisitions, reverse takeovers, divestitures, private equity and venture capital transactions, joint ventures, entity structure and formation, corporate governance, securities law compliance (including public reporting and disclosure obligations under the Securities Act of 1933 and the Securities Exchange Act of 1934), securities exchange listing requirements and general commercial transactions.
___________________
Sources
SEC.gov | SEC Proposes Transformative Reforms to Help Public Companies Conduct Registered Offerings and Simplify Reporting Requirements
Federal Register :: Registered Offering Reform
SEC.gov | SEC Filer Status and Reporting Status