If your company is among the smallest public companies by assets, the SEC's May 19, 2026 filer status proposal has one provision that applies specifically to you: a new subcategory called the small non-accelerated filer, or SNF, which gives qualifying companies an extra 30 days to file their 10-K and an extra 5 days to file each 10-Q.
The SNF is not a standalone new category. It sits inside the non-accelerated filer bucket, which itself is being redefined by the proposal. To understand what the SNF does for your company, you need to understand both the broader restructuring and the specific SNF mechanics. This post covers both, in the order a CFO or Controller would encounter the questions.
The comment period closes July 20, 2026.
What Is a Small Non-Accelerated Filer?
The SEC defines a small non-accelerated filer as a non-accelerated filer that reports total assets of $35 million or less in its financial statements as of the end of each of its two most recent second fiscal quarters. That definition comes directly from the May 19, 2026 proposing release: Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies.
A few things worth noting before going further.
This is not a category a company needs to apply for or elect into. If you meet the asset test and you qualify as a NAF under the proposed framework, you are an SNF. The extended deadlines apply automatically.
The SNF does not change what you have to disclose. It only changes when you have to file. An SNF has the same disclosure obligations as any other non-accelerated filer under the proposed framework. The benefit is purely operational: more time to close, review, and file.
Based on the SEC's analysis of 2024 filings, approximately 17.9% of all current public companies would qualify as SNFs if the proposal were in effect today. That is roughly one in five non-accelerated filers under the proposed two-tier system.
How Does the SEC's Proposed Two-Tier Filer Status System Work?
The SNF exists within a broader restructuring, so understanding the full picture matters.
Right now, there are five filer status categories: large accelerated filer, accelerated filer, non-accelerated filer, smaller reporting company, and emerging growth company. They overlap in ways that have frustrated practitioners for years. A company can be an SRC and an accelerated filer simultaneously, which means navigating two sets of disclosure rules that do not always point in the same direction.
The May 19 proposal simplifies that to two principal categories.
Large accelerated filer. A company hits LAF status once its public float reaches $2 billion or more, measured as the average closing price over the last 10 trading days of the second fiscal quarter multiplied by non-affiliate shares outstanding on the last day of that quarter. The current LAF threshold is $700 million. The proposed threshold more than triples it. Under the proposal, roughly 19.2% of current public companies would be LAFs, down from approximately 35.4% today.
Non-accelerated filer. Everyone else. About 80.8% of current public companies would be NAFs under the proposed framework. NAFs get a broad set of scaled disclosure accommodations that currently require SRC or EGC status to access, including SOX 404(b) exemption, scaled executive compensation disclosures, and the standard NAF filing deadlines of 90 days for the 10-K and 45 days for the 10-Q.
Small non-accelerated filer. A subcategory within NAF for companies with $35 million or less in total assets. About 17.9% of all public companies would be here. Same disclosure obligations as any other NAF, but with the extended filing deadlines.
The accelerated filer and smaller reporting company categories disappear entirely under the proposal. Their scaled disclosure accommodations are rolled into the NAF category and made available to all NAFs. If your company is currently an accelerated filer using SRC accommodations, the proposal would simply make you a NAF with the same access, without the category confusion.
What Is the $35 Million Asset Threshold and How Is It Measured?
The asset threshold is measured differently from how public float is measured, and the two-period requirement catches people out, so it is worth being precise here.
What is measured. Total assets from the balance sheet as reported in the Form 10-Q for the second fiscal quarter. Not revenues. Not float. Total assets as of the balance sheet date, the same number the company has already prepared and filed.
When it is measured. As of the end of each of the company's two most recent second fiscal quarters. For a December 31 fiscal year-end company, that means June 30 of the current year and June 30 of the prior year. Both measurements must show $35 million or less.
The two-period requirement. This is the part that eliminates companies that dip below the threshold temporarily. A company with $33 million in total assets as of June 30, 2026 but $38 million as of June 30, 2025 does not qualify for fiscal 2026 SNF status. Both measurements have to clear the threshold.
When the status kicks in. Once a company meets both measurements, SNF status applies beginning with the Form 10-K for that fiscal year and the 10-Qs that follow. The determination is made annually at the second quarter measurement date.
How SNF status is lost. A company exits SNF status when total assets exceed $35 million on both of the two most recent second fiscal quarter measurement dates, or when the company becomes a large accelerated filer. One quarter above $35 million is not enough to lose the status. The exit test mirrors the entry test: both periods have to exceed the threshold.
What Filing Deadline Extensions Do Small Non-Accelerated Filers Get?
The SNF deadline extensions are specific and additive to the standard non-accelerated filer deadlines.
Form 10-K. Standard NAFs have 90 days after fiscal year-end. SNFs get 120 days, an additional 30 days. For a December 31 fiscal year-end company, the 10-K moves from March 31 to April 30.
Form 10-Q. Standard NAFs have 45 days after quarter-end. SNFs get 50 days, an additional 5 days. For a December 31 fiscal year-end company: Q1 10-Q (March 31 quarter-end) moves from May 15 to May 20. Q2 10-Q (June 30) moves from August 14 to August 19. Q3 10-Q (September 30) moves from November 14 to November 19.
The SNF deadline extensions also apply to the proposed Form 10-S if the company has elected semiannual reporting under the SEC's separate May 5, 2026 semiannual reporting proposal. An SNF semiannual filer would have 50 days after the semiannual period to file Form 10-S.
Nothing changes for LAFs (60-day 10-K, 40-day 10-Q) or for standard NAFs (90-day 10-K, 45-day 10-Q). The extensions apply only to the SNF subcategory.
The 30-day 10-K extension is the more valuable of the two. For a small public company whose external auditor has limited capacity in the January through March window, the difference between a March 31 and April 30 deadline is real. It is the difference between a filing that has had adequate review time and one that was assembled under pressure. The 5-day 10-Q extension is modest but adds up to 15 extra days per year across three quarterly filings.
What Disclosure Obligations Apply to Small Non-Accelerated Filers?
The SNF gets the same disclosure package as every other NAF. The extended deadlines are the only SNF-specific benefit.
Under the proposed framework, all NAFs including SNFs would qualify for the following:
Exemption from SOX Section 404(b) external auditor attestation on internal control over financial reporting. The management ICFR assessment under SOX Sections 302 and 906 continues to apply to everyone. Only the external auditor's separate attestation is removed for NAFs.
Scaled executive compensation disclosures under Item 402 of Regulation S-K. NAFs are exempt from the full Summary Compensation Table requirements that apply to LAFs, from the pay-versus-performance table under Item 402(v), and from the CEO pay ratio under Item 402(u).
Access to Article 8 of Regulation S-X for financial statement presentation.
The ability to omit certain risk factor, properties, and legal proceedings disclosures that apply only to LAFs.
An SNF does not get anything on top of this list. If you are trying to decide whether to care about SNF status, the question is not "what additional disclosures can I skip" but "how much does an extra 30 days on my 10-K help my team."
Does My Company Qualify as a Small Non-Accelerated Filer?
The qualification test has two steps that need to be worked through in sequence.
Step 1: Does your company qualify as a non-accelerated filer under the proposed framework?
Under the proposal, a NAF is any reporting company with a public float below $2 billion, measured as the average closing price over the last 10 trading days of the second fiscal quarter multiplied by non-affiliate shares outstanding on the last day of that quarter, for each of the current and prior fiscal years. If your company's float is below $2 billion on both measurements, you are a NAF under the proposed framework. Proceed to Step 2.
Note: if the proposed framework is not yet final, which it is not as of June 2026, companies continue using the current filer status categories. This analysis is a planning exercise.
Step 2: Does your company report total assets of $35 million or less on both of your two most recent second fiscal quarter balance sheets?
Pull the balance sheets from your most recent and prior second quarter 10-Qs. If total assets are $35 million or less on both dates, your company qualifies as an SNF under the proposed framework. If either measurement exceeds $35 million, you do not currently qualify.
Quick checklist:
Public float below $2 billion as of the last 10 trading days of the most recent and prior second fiscal quarter? If yes, proceed.
Total assets of $35 million or less in the Form 10-Q for the second fiscal quarter of both the most recent and the prior fiscal year? If yes, SNF status would apply.
Filing on a domestic form (Form 10-K, Form 10-Q)? Foreign private issuers filing on Form 20-F or Form 40-F are not eligible for the NAF or SNF accommodations.
The SEC's own analysis puts the SNF population at approximately 17.9% of current public companies based on 2024 data. If your company is a smaller public company with limited assets and you have not previously qualified for significant filer status relief, this subcategory is likely designed for companies in exactly your situation.
What Questions Should Your CFO Be Asking Before the Comment Deadline?
The comment period closes July 20, 2026. Here are the three questions worth working through before then.
Does the $35 million threshold actually capture your company's compliance cost burden?
The SEC derived the $35 million figure from analysis of the distribution of public company assets. It is intended to cover the smallest roughly 18% of public companies. If your company sits just above $35 million in total assets, you face the same compliance pressures as a company just below it. If you think the threshold should be calibrated differently, that is a comment worth submitting. The SEC's record on this point currently comes from its own analysis of aggregate data, not from individual company experience.
What is the 30-day Form 10-K extension actually worth to your company?
Quantify it. What do your January through March external audit hours cost? What does the compressed close-to-filing timeline cost in staff overtime, auditor rush fees, or disclosure review shortcuts? The difference between 90 days and 120 days is not abstract for a small public company with a two-person finance team and an external auditor who is managing twenty other client calendars at the same time. Put a number on it.
Should your company submit a comment letter?
The SEC's comment process is the formal mechanism through which reporting companies shape whether and how proposed rules are finalised. CFOs at companies that would qualify as SNFs have specific, company-level experience with the current 90-day 10-K deadline that aggregate data cannot replicate. A comment letter with a concrete compliance cost figure and a view on whether the $35 million threshold is appropriately set is among the most useful inputs the SEC can receive from a small public company issuer. Comments go to sec.gov and become part of the public rulemaking record.
Frequently Asked Questions
What is a small non-accelerated filer under the SEC's May 2026 proposal?
A small non-accelerated filer is a subcategory within the non-accelerated filer category. It applies to 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 get 120 days to file Form 10-K (instead of 90) and 50 days to file Form 10-Q (instead of 45). Their disclosure obligations are identical to those of standard NAFs.
How is the $35 million total asset threshold measured?
From the balance sheet as reported in the Form 10-Q for the second fiscal quarter. The test applies to two consecutive second fiscal quarter-ends. Both must show total assets at or below $35 million. For a December 31 fiscal year-end company, that means June 30 of the current year and June 30 of the prior year.
What are the specific filing deadlines for small non-accelerated filers?
Form 10-K is due 120 days after fiscal year-end (90 days for standard NAFs, 60 days for LAFs). Form 10-Q is due 50 days after quarter-end (45 days for standard NAFs, 40 days for LAFs). The same extensions apply to Form 10-S for SNFs that elect semiannual reporting.
Does SNF status provide additional disclosure accommodations beyond standard NAF?
No. The only SNF-specific benefit is the extended filing deadlines. All disclosure accommodations available to SNFs are the same as those available to all NAFs, including SOX 404(b) exemption and scaled executive compensation disclosure.
How does a company lose small non-accelerated filer status?
When total assets exceed $35 million on both of the two most recent second fiscal quarter measurement dates, or when the company qualifies as a large accelerated filer. One quarter above $35 million does not trigger loss of status.
When does the comment period close?
July 20, 2026. Comments are submitted through the SEC's online comment system at sec.gov.
What percentage of current public companies would qualify as SNFs?
Approximately 17.9% of all current public companies based on the SEC's analysis of 2024 filings. That is about 22.2% of the companies that would be NAFs under the proposed two-tier framework.
Key Takeaways
- The SEC's May 19, 2026 proposal creates a small non-accelerated filer subcategory for NAFs with $35 million or less in total assets as of the end of each of their two most recent second fiscal quarters. About 17.9% of current public companies would qualify.
- SNFs get 120 days to file Form 10-K (30 additional days beyond the standard 90-day NAF deadline) and 50 days to file Form 10-Q (5 additional days beyond the standard 45-day NAF deadline).
- SNFs have identical disclosure obligations to standard NAFs. The only SNF-specific benefit is the extended filing deadlines.
- The $35 million asset threshold uses two consecutive second fiscal quarter balance sheet measurements. One quarter below the threshold is not enough. Both must clear it.
- SNF status is lost when both of the two most recent second fiscal quarter measurements exceed $35 million, or when the company becomes a large accelerated filer.
- The proposal is not yet final. Comment period closes July 20, 2026. CFOs at companies near the $35 million threshold should assess whether the threshold is calibrated correctly for their situation and consider submitting a comment.
- Foreign private issuers filing on Form 20-F or Form 40-F are not eligible for NAF or SNF accommodations.
