SEC Proposes Reforms To Registered Offerings And Public Company Reporting

On May 19, 2026, the Securities and Exchange Commission (SEC) proposed two companion rulemakings that, if adopted, would constitute significant changes to the public offering and reporting framework. The proposals are part of a broader deregulatory agenda that also includes the SEC’s recently proposed option for semiannual interim reporting in lieu of quarterly reports on Form 10-Q. Both proposals are open for public comment for 60 days following publication in the Federal Register. This alert summarizes the key elements of both proposals and highlights practical takeaways for public companies and investors.

Registered Offering Reform (Release No. 33-11418)

The first proposal would restructure the registered offering framework with the stated intention of facilitating capital formation in the public securities markets.

Expanded Form S-3 Eligibility. The proposed amendments would remove the current requirement that issuers be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (Exchange Act), for 12 months before using Form S-3 and eliminate all of Form S-3’s transaction requirements, including the instruction that requires issuers to have at least $75 million in public float to register an unlimited amount of securities on the form. Form S-3 would continue to require that issuers be current and timely in their Exchange Act reporting and would prohibit certain “ineligible issuers” from using the form. The SEC estimates that these changes could increase the number of issuers eligible to offer an unlimited amount of securities on Form S-3 by over 60%.

Enhanced Registration and Communication Benefits. Currently, significant registration and communication benefits—including automatic shelf registration, pre-filing offers, and flexible use of free writing prospectuses—are reserved for well-known seasoned issuers (WKSIs), which must have at least $700 million in public float or $1 billion of registered debt securities issued. The proposal would create a three-tier structure:

• Some benefits (including the research report safe harbor and flexible use of free writing prospectuses) would be available to all Form S-3 eligible issuers.
• Additional benefits (including pre-filing communication flexibility and pay-as-you-go registration fees) would be available to “Eligible Listed Issuers” (ELIs)—Form S-3 eligible issuers with at least one class of common equity securities listed on a national securities exchange.
• Automatic shelf registration would be available only to “Seasoned Eligible Listed Issuers” (SELIs)—ELIs with at least 12 months of Exchange Act reporting history.

The SEC estimates that this could result in a more than 200% increase in the number of issuers eligible for all of the enhanced registration and communication benefits.

Preemption of State Securities Laws. The proposed amendments would define “qualified purchaser” under Section 18(b)(3) of the Securities Act of 1933, as amended (Securities Act), and preempt state securities law registration and qualification requirements for all registered offerings, including registered offerings of unlisted securities. While many registered offerings are already preempted, including offerings of exchange-listed securities and securities issued by registered investment companies, many registered offerings of unlisted securities remain subject to state registration and qualification requirements.

Form S-1 Incorporation by Reference. Currently, only issuers that, among other things, have filed an annual report for their most recently completed fiscal year, have the ability to incorporate by reference information into Form S-1 filed before the effective date of the registration statement (backward incorporation by reference). In addition, only smaller reporting companies have the ability to incorporate by reference information filed after the effective date of a Form S-1 (forward incorporation by reference). The proposal would expand the ability to incorporate information by reference into Form S-1, allowing both backward and forward incorporation by reference, regardless of whether the issuer has filed an annual report or qualifies as a smaller reporting company. The SEC estimates this could increase the number of issuers eligible to forward incorporate by reference in Form S-1 by up to 106%.

Business Development Companies, Closed-End Funds and Insurance Products. The proposal would extend similar registration efficiencies and communication benefits to a broader group of exchange-listed business development companies and registered closed-end funds on Form N-2, while unlisted affected funds would continue to rely on the existing Rule 486 framework. It also would amend Rule 482 to permit broad-based advertising for registered index-linked annuities and registered market value adjustment annuities, subject to product-specific investor protection conditions, including limits on performance advertising and required fee and expense disclosures.

Public Company Reporting Framework Overhaul (Release No. 33-11419)

The second proposal would simplify the filer status framework and extend disclosure scaling and other accommodations to most public companies.

Simplified Filer Status Categories. Currently, there are five partially overlapping filer statuses—large accelerated filer, accelerated filer, non-accelerated filer, smaller reporting company and emerging growth company. The proposal would streamline the SEC’s filer-status framework into two primary regulatory categories—large accelerated filers and non-accelerated filers—while retaining emerging growth company status as a statutory category. The accelerated filer and smaller reporting company categories would be eliminated.

Higher Large Accelerated Filer Threshold. The public float threshold for large accelerated filer status would be raised from $700 million to $2 billion, calculated based on the average stock price over the last 10 trading days of the second fiscal quarter. The threshold must be met for two consecutive years, and a company must have been subject to Exchange Act reporting requirements for at least 60 consecutive calendar months before qualifying. The SEC described this as effectively creating an “initial public offering (IPO) on-ramp” during which newly public companies benefit from scaled disclosures and other accommodations (described below) regardless of market capitalization.

Extended Accommodations for Non-Accelerated Filers. All non-accelerated filers would receive substantially the same disclosure scaling and other accommodations currently reserved for smaller reporting companies and emerging growth companies, subject to certain exceptions for asset-backed issuers, certain foreign private issuers and certain investment-company-related issuers. These accommodations include scaled executive compensation disclosure (including elimination of pay-versus-performance requirements), two rather than three years of audited financial statements, elimination of the say-on-pay and say-when-on-pay shareholder advisory vote requirements, and exemption from the auditor attestation on internal control over financial reporting under SOX Section 404(b). If adopted, the SEC estimates that these accommodations would apply to approximately 81% of all current public companies.

Small Non-Accelerated Filer Sub-Category. The proposal would create a small non-accelerated filer sub-category for non-accelerated filers with total assets of $35 million or less as of the end of each of their two most recent second fiscal quarters, granting them an additional 30 days to file Form 10-K (120 days total) and an additional five days to file Form 10-Q (50 days total). The SEC estimates that 17.9% of all public companies would qualify for this sub-category.

Key Takeaways

For public companies currently below the $2 billion public float threshold, the proposals represent a reduction in compliance costs and regulatory burden. Companies below the proposed $2 billion public float threshold may transition to non-accelerated filer status, subject to the proposal’s two-year measurement and transition rules, gaining access to scaled disclosure accommodations, relief from SOX 404(b) auditor attestation requirements, and the non-accelerated filer filing deadlines of 90 days for Form 10-K and 45 days for Form 10-Q (with 120-day and 50-day deadlines available to the smallest companies qualifying as small non-accelerated filers). Companies should begin assessing whether they would qualify as non-accelerated filers under the new threshold.

For newly public companies and IPO candidates, the 60-month on-ramp before a company can become a large accelerated filer—combined with elimination of the 12-month seasoning requirement for Form S-3 and the extension of enhanced registration benefits to ELIs and SELIs—would significantly ease the transition to public company status and provide immediate access to efficient capital raising tools.

For investors, while the proposals are designed to preserve core investor protections, the expansion of scaled disclosures and elimination of the SOX 404(b) auditor attestation for a larger share of the market may reduce the volume of disclosure and assurance available for mid-cap companies. Investors should closely evaluate how the loss of the auditor attestation requirement for companies that currently provide it may affect investor perceptions of the reliability of a company’s internal controls.

For pre-IPO investors and sponsors, while it is already possible to file a resale shelf registration statement on Form S-1 immediately after an IPO, the elimination of the 12-month seasoning requirement for Form S-3 would allow newly public companies to use the more efficient short-form registration for resale shelves from day one. Combined with the extension of Rule 430B(b) to all Form S-3 eligible issuers—permitting companies to omit both the identities of selling security holders and the amounts of securities to be registered on their behalf from the registration statement until the time of offering, with that information added after effectiveness by post-effective amendment, prospectus supplement or incorporated Exchange Act report—these changes could streamline the regulatory path to liquidity for pre-IPO investors, venture capital and private equity sponsors, and company insiders. Separate from the proposed rules, contractual lockup agreements—which typically restrict sales for 90 to 180 days following an IPO—would continue to govern the timing of when stockholders can actually sell, and some lockups may also restrict the filing of a registration statement during the lockup period. Where the lockup permits filing (but restricts sales), a key benefit of the proposed rules is that, upon lockup expiration, a resale shelf on Form S-3 could already be effective and available for immediate use. Even where a lockup restricts filing, the elimination of the seasoning requirement means the company could file a resale registration statement on Form S-3 promptly upon lockup expiration.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.