I 
118TH CONGRESS 
1ST SESSION H. R. 2603 
To require the Securities and Exchange Commission to revise certain thresh-
olds related to smaller reporting companies, accelerated filers, and large 
accelerated filers, and for other purposes. 
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. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SMALLER REPORTING COMPANY, ACCELER-
ATED 
FILER, 
AND 
LARGE 
ACCELERATED 
FILER THRESHOLDS. 
(a) SMALLER REPORTING COMPANIES.— 
(1) IN
GENERAL.—The Securities and Ex-
change Commission shall revise the definition of a 
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‘‘smaller 
reporting 
company’’ 
under 
section 
229.10(f)(1) of title 17, Code of Federal Regula-
tions— 
(A) in paragraph (i), by adjusting the pub-
lic 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 Commis-
sion 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 Fed-
eral 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 
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in the same manner as such definition is revised 
under paragraphs (1) and (2). 
(b) ACCELERATED FILERS AND LARGE ACCELER-
ATED FILERS.— 
(1) LARGE ACCELERATED FILER.—The Securi-
ties and Exchange Commission shall revise the defi-
nition of a ‘‘large accelerated filer’’ under section 
240.12b–2(2) of title 17, Code of Federal Regula-
tions, to increase the threshold amount (for the ag-
gregate 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 Com-
mission shall revise section 240.12b–2(3)(iii) of title 
17, Code of Federal Regulations, to increase the 
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threshold amount (for the aggregate worldwide mar-
ket value of the voting and non-voting common eq-
uity 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 COM-
PANIES.—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 de-
fined under section 229.10(f)(1) of title 17, Code of 
Federal Regulations. 
Æ 
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