Two rule proposals are sitting at the SEC, and between them they change what it means to be a public company in the United States.

The first would make quarterly filing optional — a semiannual report in place of three 10-Qs, and the first change to the cadence since 1970. The second would raise the threshold for large accelerated filer status from $700 million in public float to $2 billion, which by the Commission’s own estimate would leave roughly four in five domestic registrants outside that category altogether.

Neither is final. Both closed for comment in July, and final rules are not expected before the first half of next year.

Your filer status would be decided by your float, on a measurement date you do not control. Your filing cadence would be decided by you — and everyone would know that it was.

The filer status proposal does more than move a threshold. It collapses five categories into two, eliminating the Accelerated Filer and Smaller Reporting Company designations entirely and leaving Large Accelerated Filers and everyone else.

The Commission puts numbers on it. Of roughly 6,000 companies filing on domestic forms, large accelerated filers would fall from 35.4% to 19.2%. Non-accelerated filers would rise from about 52% to 80.8% — some 4,860 companies.

Four in five public companies would be non-accelerated filers.

Most of them are already non-accelerated, so nothing changes for them. The group that would actually be reclassified is around 1,700 companies — today’s accelerated and large accelerated filers whose float sits below $2 billion. That is the band worth being precise about, because they are the ones who currently carry obligations they would no longer have.

The attestation provision gets the headlines, and is also the one most often described wrongly. Non-accelerated filers are not required to obtain an auditor’s attestation on internal control over financial reporting. Management’s own assessment does not go anywhere. Under Section 404(a), management still has to document the controls, test them, and state a conclusion on their effectiveness in the annual report. What disappears is the independent opinion on that conclusion — not the conclusion, and not the work behind it.

That distinction matters to anyone modelling the saving. The audit fee attributable to attestation comes off. The internal cost of maintaining, documenting and testing the control environment does not, and neither does the officer certification that sits on top of it.

Exempt is not prohibited, either: any company may continue obtaining attestation voluntarily, and the Commission said as much. Although, we would not expect many to. An audit fee that nobody requires is a difficult line to defend in a budget review.

Attestation is also only part of what filer status decides. The category drives filing deadlines — how many days after the period close a 10-K or 10-Q is due — and, under this proposal, the accommodations available on scaled disclosure: reduced financial statement periods, lighter executive compensation disclosure, and the wider smaller-reporting-company package. A company moving from accelerated to non-accelerated status is not making one change. It is adopting a different disclosure posture across the whole annual report.

There is also a provision aimed squarely at the private companies reading this. The seasoning requirement — how long a company must have been reporting before it can qualify as a large accelerated filer — would extend from twelve months to sixty. Every company completing an IPO would begin as a non-accelerated filer and stay there for five years unless it grows out. That is a materially cheaper on-ramp than exists today, and it is the clearest signal of what the Commission thinks it is solving for.

Only a few dozen comment letters have been received on this proposal, and they are broadly supportive. The American Bankers Association backed the attestation relief for community banks; the pushback has come from the audit profession, with the Center for Audit Quality opposing the five-year IPO exemption as reaching too far.

The semiannual proposal is the opposite in every respect. It compels nothing, forbids nothing, and hands the decision to you.

It also blurs two different acts. Filing a 10-Q is compliance. Telling the market how the quarter went is communication, and nothing in either proposal touches it.

A company could stop filing and still publish an earnings release, still report its operating metrics, still hold the call, still give guidance. Drop the filing, keep the conversation. That is probably where a good number of companies land, and it is not the choice the debate has been framed around.

Which matters, because the analysts are not going anywhere. Sell-side models run on quarters and will keep running on quarters whether or not companies publish them. A quarter you do not report is not a quarter nobody models. It is a quarter modelled without you. Consensus still forms — it just forms on less.

Less disclosure does not lengthen anyone’s horizon. It widens the error bars around the same one.

The comment record could hardly be more different. Where the filer status docket drew a few dozen letters, this one has attracted something over 190,000 submissions, roughly 99.6% of them opposed — more, by one count, than any rulemaking in the Commission’s history.

But not all comment letters are counted equally. The CFA Institute, which opposes the proposal, says so plainly in its own commentary — one letter from a major issuer or trade association can carry more weight than scores of others. The 99.6% describes headcount, and headcount here is overwhelmingly retail. The couple of hundred letters in support include business associations and large issuers, and those are the ones written to be weighted.

The institutional split runs along the line you would expect. The CFA Institute and the Council of Institutional Investors filed against. The Business Roundtable filed in support, on the long-standing argument that quarterly cadence drives short-termism.

The people who read the reports want them. The people who file them are less sure.

The CFA Institute surveyed more than 2,500 analysts and portfolio managers: 62% opposed replacing quarterly reports, around 70% opposed giving companies flexibility on frequency, and roughly 85% were concerned about comparability. The number that matters most to a CFO is a different one. Only about a third expected companies would keep filing quarterly voluntarily if the requirement were lifted.

Investors do not believe you will keep doing this once nobody makes you. Which means the company that does keep doing it has said something, and so has the company that stops.

Our take: underneath the mechanics sit two questions, and both of them are yours.

If the 10-Q becomes optional, will you keep filing one? And if your filer status changes, will you take the accommodations that come with it — the attestation relief, the longer deadlines, the scaled disclosure — or carry on as you are?

Note that the second question is a choice too. Reclassification is automatic. What you do about it is not.

Neither has a right answer. Both have an audience. The finance function that has worked out its position before the rules land will be explaining a policy. The one that waits will be explaining a default.

Last week’s issue looked at what happens to a price when a company floats under 5% of itself. The answer, so far, is not the one the supply argument would predict.

SpaceX beat on both lines last Tuesday — revenue of $7.81 billion against roughly $6.93 billion expected, and a net loss narrowed to $541 million from $1 billion. The stock still fell almost 14% on Wednesday, its second-worst day on record. What moved it was capital spending of roughly $18.4 billion in the quarter, which the market had not been expecting.

Then the lockup expired on Thursday, freeing up to 911.5 million insider shares and more than doubling the tradable supply. The stock rose more than 6%. It has kept rising since, closing above its $135 offer price on Monday for the first time since mid-July.

The release schedule had been public since the prospectus. The supply was already in the price. The capital spending was not.

Markets move on what they did not already know — which is worth holding in mind while Washington decides how much companies will be required to tell them.

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Four things every CFO needs to know this week.

· The other direction. While the SEC proposes less frequent reporting, FASB is requiring more granular reporting. Its expense disaggregation standard takes effect for annual periods beginning after December 15, 2026 — the FY2027 10-K for a calendar-year company. The filing is 2028. The data collection starts on the first of January, and you cannot retroactively disaggregate expenses your general ledger never tagged. We will cover it properly next week.

· Private equity is concentrating, not retreating. First-half sponsor deal count fell sharply against 2025 while aggregate value rose — fewer, larger transactions. Corporate M&A in the Americas ran up substantially over the same period. Strategic buyers are taking share from financial ones, and the reason sits on the other side of the ledger: a record sponsor exit backlog, with thousands of portfolio companies held five years or longer.

· The door swung inward. External CFO hires fell to 35% of appointments last year from 47.1% the year before, with around 65% of seats filled internally — near the highest rate in a decade, per Crist Kolder. It cuts both ways. Your bench matters more than it did, and if you are looking to move, fewer doors open from outside than the turnover headlines suggest.

· The rate path. Market-implied odds of a September increase have fallen to 45.9%, from around 63% a week ago — a hold is now the base case. When we asked last month, only a quarter of you picked September. The curve is moving your way.

Eight questions. The first three are arithmetic. The rest are judgment.

1. Which bucket does your float put you in? Take your public float measured on the average closing price over the last ten trading days of your second fiscal quarter. Above $2 billion for two consecutive years, with at least sixty months of reporting history behind you, and you remain a large accelerated filer with everything that entails. Fail either test and under this proposal you would be a non-accelerated filer. Note the two-year rule — a single volatile quarter does not move you either way, and the seasoning requirement means a recent listing cannot qualify on float alone.

2. Are you inside the newly reclassified band? Roughly 1,700 companies would move — today’s accelerated and large accelerated filers whose float sits below $2 billion. If that is you, you are in the group that would stop being required to do things you currently do. If you are already a non-accelerated filer, your obligations do not change, though the accommodations available to you would widen.

3. What does the attestation actually cost you — and what stays regardless? Pull the attestation fee out of your audit bill, separately from the financial statement opinion. Then set against it everything that does not go away: management’s own 404(a) assessment, the documentation and testing behind it, and the officer certifications. The saving is the auditor’s opinion, not the control environment. Anyone modelling this as the whole of their SOX cost will be wrong by a wide margin.

4. And what else in the package would change? Filing deadlines, financial statement periods, executive compensation disclosure. Reclassification is a posture, not a line item — work out what the full accommodation set would mean before deciding whether you would take any of it.

5. Do your covenants care what the SEC requires? This is the one most likely to be missed. Credit agreements frequently require delivery of quarterly financial statements on their own terms, independent of any SEC filing obligation. The 10-Q may become optional while the underlying reporting obligation does not. Check the agreements before you check the rule.

6. What else in your contracts references a quarterly report? Earnout agreements, comp plan measurement periods, joint venture reporting, and covenant compliance certificates all tend to reference the filing rather than the period. A change in cadence can reach further into the contract stack than anyone expects.

7. If the filing goes, what still goes out? Filing and reporting are separable. Decide in advance which quarterly metrics you would continue to publish, in what form, and on what timetable — earnings release, operating KPIs, call, guidance, or some subset. Analysts will model the quarter either way; the only question is whether they model it with your numbers or around them. A company that has thought this through has a communications policy. One that has not has a gap that someone else fills.

8. What would you tell an investor who asked why? Whichever way you go, that answer needs to exist before the decision does. Guidance policy is a separate question from filing cadence — you can change one without the other, and being clear which is which is most of the battle.

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Investors were asked whether they expected companies to keep filing quarterly if the requirement were lifted. About a third said yes.

We would rather ask the companies.

And it is not only a public company question. Many private companies report quarterly to someone — a board, a sponsor, a lender. The requirement simply arrives from a different direction.

One question before you go: if quarterly reporting stopped being required, what would you do?

One click. And if you have a view on why, reply — we read everything.

The Editors hold no position in SpaceX.

— The CFO Desk
[email protected] · thecfodesk.com
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