Overview
- The SEC released the proposal on May 19, 2026, to replace five overlapping filer categories with two: Large Accelerated Filers (LAFs) and Non‑Accelerated Filers (NAFs).
- The LAF public‑float threshold would rise from $700 million to $2 billion, which would reduce the number of companies subject to full disclosures and introduce a two‑year stability test and a five‑year seasoning period for new IPOs.
- Most NAFs would face sharply reduced executive compensation reporting: disclosure for three named executives, two years of pay tables, no Compensation Discussion & Analysis, and exemptions from CEO pay‑ratio, pay‑versus‑performance, and say‑on‑pay votes.
- The SEC estimates about 81% of reporting companies would become NAFs under the plan though those firms represent roughly 6.5% of total market public float, and many costlier requirements such as auditor attestation on internal control could be eliminated for newly eligible filers.
- The rule is in a public comment phase through July 20, 2026, and final adoption will depend on feedback and coordination with the PCAOB and exchanges, with potential effects on audit demand, investor governance engagement, and the 2027 proxy season.