H.R. 2603 – To require the Securities and Exchange Commission to revise certain thresholds…

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Updated January 20, 2026 at 6:13 AM UTC

The bill directs the Securities and Exchange Commission to update the definitions and thresholds that determine which public companies are classified as smaller reporting companies, accelerated filers, or large accelerated filers. It raises public‑float and revenue limits for smaller reporting companies and changes the revenue measurement to a three‑year rolling average. It also increases the market‑value thresholds that trigger accelerated and large accelerated filer status and ensures smaller reporting companies are excluded from those categories. These changes affect companies that file reports with the SEC and could alter their reporting obligations.

Key Provisions

Increase the public‑float limit for a smaller reporting company from $250 million to $500 million and raise its annual revenue limit from $100 million to $250 million, using a three‑year rolling average of revenues.
Raise the public‑float threshold in a second tier for smaller reporting companies from $700 million to $900 million.
Increase the market‑value threshold for large accelerated filers from $700 million to $750 million.
Raise the market‑value level at which a company ceases to be an accelerated filer from $60 million to $75 million.
Raise the market‑value level at which a company ceases to be a large accelerated filer from $560 million to $750 million.
Exclude any issuer that qualifies as a smaller reporting company from being classified as an accelerated filer or a large accelerated filer.

Legislative Activity

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HouseIntro Referral Latest Action

Referred to the House Committee on Financial Services.

Financial Services Committee

April 13, 2023

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HouseIntro Referral

Introduced in House

April 13, 2023

HouseIntro Referral

Referred to the House Committee on Financial Services.

Financial Services Committee

April 13, 2023

Bill Text

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Introduced in HouseIssued April 13, 2023

I

118th CONGRESS

1st Session

H. R. 2603

IN THE HOUSE OF REPRESENTATIVES

April 13, 2023

Mr. Luetkemeyer introduced the following bill; which was referred to the Committee on Financial Services

A BILL

To require the Securities and Exchange Commission to revise certain thresholds related to smaller reporting companies, accelerated filers, and large accelerated filers, and for other purposes.

1.

Smaller reporting company, accelerated filer, and large accelerated filer thresholds

(a)

Smaller reporting companies

(1)

In general

The Securities and Exchange Commission shall revise the definition of a smaller reporting company under section 229.10(f)(1) of title 17, Code of Federal Regulations—

(A)

in paragraph (i), by adjusting the public float threshold from $250,000,000 to $500,000,000; and

(B)

in paragraph (ii)—

(i)

by adjusting the annual revenue threshold from $100,000,000 to $250,000,000; and

(ii)

in paragraph (B), by adjusting the public float threshold from $700,000,000 to $900,000,000.

(2)

Use of three-year rolling average revenues

The Securities and Exchange Commission shall revise paragraphs (1)(ii) and (2)(iii)(B) under the definition of smaller reporting company under section 229.10(f)(1) of title 17, Code of Federal Regulations, by substituting three-year rolling average revenues for annual revenues.

(3)

Conforming changes

The Securities and Exchange Commission shall revise the definition of a smaller reporting company under sections 230.405 and 240.12b–2 of title 17, Code of Federal Regulations, and any other rule of the Commission in the same manner as such definition is revised under paragraphs (1) and (2).

(b)

Accelerated filers and large accelerated filers

(1)

Large accelerated filer

The Securities and Exchange Commission shall revise the definition of a large accelerated filer under section 240.12b–2(2) of title 17, Code of Federal Regulations, to increase the threshold amount (for the aggregate worldwide market value of the voting and non-voting common equity held by non-affiliates of an issuer) from $700,000,000 to $750,000,000.

(2)

Threshold to exit accelerated filer status

The Securities and Exchange Commission shall revise section 240.12b–2(3)(ii) of title 17, Code of Federal Regulations, to increase the threshold amount (for the aggregate worldwide market value of the voting and non-voting common equity held by non-affiliates of an issuer) at which an issuer is no longer an accelerated filer from $60,000,000 to $75,000,000.

(3)

Threshold to exit large accelerated filer status

The Securities and Exchange Commission shall revise section 240.12b–2(3)(iii) of title 17, Code of Federal Regulations, to increase the threshold amount (for the aggregate worldwide market value of the voting and non-voting common equity held by non-affiliates of an issuer) at which an issuer is no longer a large accelerated filer from $560,000,000 to $750,000,000.

(4)

Exclusion of smaller reporting companies

The Securities and Exchange Commission shall revise the definitions of an accelerated filer and a large accelerated filer under paragraphs (1) and (2) of section 240.12b–2 of title 17, Code of Federal Regulations, respectively, to exclude any issuer that is a smaller reporting company, as defined under section 229.10(f)(1) of title 17, Code of Federal Regulations.