SEC Proposes Sweeping Registered Offering Reform And Filer Status Simplification

On May 19, 2026, the Securities and Exchange Commission issued two companion proposed rulemakings that, if adopted, would represent the most significant overhaul of the Securities Act registration framework and Exchange Act filer status system in over two decades. The first proposal, Registered Offering Reform (Release No. 33-11418), would dramatically expand access to Form S-3 and shelf registration, extend enhanced registration and communication benefits to a broader set of issuers, modernize Form S-1, and preempt state blue sky registration requirements for all registered offerings. The second proposal, Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies (Release No. 33-11419), would collapse the current layered filer status categories into two primary tiers, large accelerated filers and non-accelerated filers, while extending scaled disclosure accommodations to a significantly larger population of reporting companies. Together, these proposals are intended to address the Commission’s stated goal of facilitating capital formation while maintaining investor protections, and they would affect virtually every public company in the United States. Comments on both proposals are due 60 days after publication in the Federal Register. A summary of certain key elements of these proposals is provided below, as well as certain compliance and other considerations if these proposals are adopted.

Registered Offering Reform (Release No. 33-11418)

A. Expansion of Form S-3 Eligibility (except for BSP Issuers and FPIs)

Current Framework. Under the current rules, an issuer’s ability to use Form S-3, the short-form registration statement that enables shelf takedowns and at-the-market (ATM) offerings, depends on the issuer satisfying both “registrant requirements” (including a 12-month Exchange Act reporting history, known as the “One-Year Seasoning” requirement) and at least one “transaction requirement” (most notably, a minimum public float of $75 million for unlimited primary offerings). Issuers with less than $75 million in public float may use Form S-3 for limited primary offerings only if they are exchange-listed and sell no more than one-third of their public float over a rolling 12-month period. 

What the SEC Is Proposing. The Commission proposes to eliminate the One-Year Seasoning requirement, the $75 million minimum public float threshold, and all other transaction requirements from Form S-3. Under the proposed amendments, any Exchange Act reporting issuer that is current and timely in its Exchange Act filings would be eligible to use Form S-3 for any primary or secondary offering of unlimited amount, without regard to the size of its public float. The SEC estimates that these changes would extend unlimited Form S-3 eligibility to approximately 2,150 additional Exchange Act reporting issuers, representing an increase of over 60 percent. 

The proposal would also add new safeguards. Certain issuers, including blank check companies, shell companies, and penny stock issuers (collectively termed “BSP issuers”), would be prohibited from using Form S-3, as would foreign private issuers (FPIs), asset-backed issuers, investment companies, and business development companies (BDCs). Issuers that were formerly SPACs, however, would not be barred solely on account of their former SPAC status, provided they are no longer shell companies and meet the form’s other eligibility requirements. 

Key Compliance Implications. Companies that are currently ineligible to use Form S-3, as well as smaller issuers with public float below $75 million for which access to Form S-3 is limited, should evaluate whether the proposed rules would enable them to establish shelf registration programs, conduct ATM offerings, and access the capital markets more flexibly and at lower cost. The elimination of the One-Year Seasoning requirement would also allow newly public companies to access Form S-3 immediately upon becoming current in their Exchange Act reporting. FPIs considering a shelf registration statement should evaluate their eligibility to use Form F-3, which will remain available should the proposed amendments be adopted. 

B. Enhanced Registration and Communication Benefits: New ELI and SELI Categories

Current Framework. The most favorable registration and communication benefits for public offerings, including automatic shelf registration, the ability to file free writing prospectuses (FWPs) without prospectus delivery, pre-filing communications, and pay-as-you-go registration fees, are currently available primarily to “well-known seasoned issuers” or WKSIs. WKSI status requires, among other things, that the issuer has either a public float of $700 million or more or at least $1 billion in aggregate principal amount of registered non-convertible debt. 

What the SEC Is Proposing. The Commission proposes to eliminate the WKSI definition (for domestic issuers) and replace it with two new issuer categories: 

• Eligible Listed Issuer (“ELI”): An issuer that meets the proposed Form S-3 registrant requirements and has at least one class of common equity securities listed on a national securities exchange. ELIs would be eligible for many of the Enhanced Registration and Communication Benefits currently reserved for WKSIs, including the ability to omit certain information from base prospectuses under Rule 430B(a), use FWPs without prospectus delivery under Rule 433, and engage in pre-filing communications under Rule 163. 
• Seasoned Eligible Listed Issuer (“SELI”): An ELI that has been subject to Exchange Act reporting requirements for at least twelve consecutive calendar months. SELIs would be eligible for additional registration and communication benefits, including automatic shelf registration and pay-as-you-go fees under Rules 456(b) and 457(r). 

Under these proposed changes, the SEC estimates that approximately 74% of Exchange Act reporting issuers would qualify as SELIs, compared to approximately 36% that currently qualify as WKSIs. 

Key Compliance Implications. Companies that are currently exchange-listed but do not meet the $700 million public float threshold for WKSI status should evaluate if they would qualify for ELI or SELI status and the significant new flexibilities that such status would provide, including automatic shelf registration (for SELIs), greater FWP flexibility, and pre-filing communications. Companies currently relying on WKSI status should confirm that they meet the proposed ELI or SELI criteria, which, while broader in many respects, impose different requirements, including the exchange listing condition. 

C. Modernization of Form S-1

Current Framework. Form S-1 is the default registration statement for public offerings by domestic issuers that do not qualify for Form S-3. While Form S-1 permits backward incorporation by reference for issuers that meet certain eligibility criteria, forward incorporation, which allows automatic updating of the registration statement through subsequently filed Exchange Act reports, is currently available only to smaller reporting companies (“SRCs”). In addition, backward incorporation requires that the issuer have filed an annual report (Form 10-K) for its most recently completed fiscal year. 

What the SEC Is Proposing. The proposed amendments would eliminate the requirement to have filed a Form 10-K for the most recently completed fiscal year as a condition to backward incorporation on Form S-1. The amendments would also extend the ability to forward incorporate to all issuers that meet Form S-1’s incorporation by reference eligibility requirements, not just SRCs. The SEC estimates this could result in up to a 106% increase in the number of issuers eligible to forward incorporate on Form S-1. At the same time, the proposed amendments would no longer permit FPIs, investment companies and BDCs to use Form S-1.

Key Compliance Implications. Issuers that rely on Form S-1, including new public companies that have not yet filed their first 10-K, would benefit from the ability to incorporate prior Exchange Act filings by reference, reducing duplicative disclosure. The extension of forward incorporation to all eligible Form S-1 issuers would reduce the need for post-effective amendments and prospectus supplements, lowering ongoing compliance costs. FPIs will need to consider their eligibility to use Form F-1, which will remain available should the proposed amendments be adopted. 

D. Preemption of State Securities Law Registration and Qualification

Current Framework. Under section 18 of the Securities Act, securities listed or approved for listing on a national securities exchange are “covered securities” that are preempted from state blue sky registration and qualification requirements. However, unlisted securities offered in registered offerings — including securities of non-traded REITs, BDCs, and other unlisted issuers — are not covered securities and therefore remain subject to potentially disparate state-by-state registration requirements. 

What the SEC Is Proposing. The Commission proposes to expand the definition of “qualified purchaser” under section 18(b)(3) of the Securities Act to include any person to whom securities are offered or sold pursuant to a registered offering. This definition would extend “covered security” status to all securities offered and sold in a registered offering, thereby preempting state securities law registration and qualification requirements for all registered offerings, including those of unlisted securities. 

Key Compliance Implications. Issuers of unlisted securities — including non-traded REITs and non-traded BDCs — should evaluate the potential for significant cost savings from eliminating the need to comply with multi-state blue sky requirements. The SEC noted in its proposal that states would retain enforcement authority over fraud and deceit and the ability to require notice filings and fees. 

E. Other Rule Amendments

Delaying Amendments (Rule 473). The SEC proposes reversing the current default under Rule 473, such that registration statements would be deemed delayed unless the issuer affirmatively includes a legend stating that the registration statement is to become effective under section 8(a) of the Securities Act. This change would eliminate the risk of an issuer inadvertently omitting the delaying amendment, which could trigger premature effectiveness and stop order proceedings. 

Age of Financial Statements (Regulation S-X). The SEC’s proposed amendments to Rules 3-01(c) and 8-08(b) of Regulation S-X would remove income-based conditions for receiving an extension to the grace period for audited financial statements for the most recently completed fiscal year. This would benefit issuers that do not meet the income-related conditions but need to raise capital. 

Conforming and Technical Amendments. The proposal includes numerous conforming and technical amendments to various rules and forms, including updates to reflect the elimination of Form S-3 transaction requirements, the replacement of WKSI references with ELI/SELI references, and other modernizing changes. 

Enhancement of EGC Accommodations and Simplification of Filer Status (Release No. 33-11419)

A. Streamlined Filer Status Framework: LAF and NAF

Current Framework. Exchange Act reporting companies currently navigate a complex and overlapping set of filer categories— large accelerated filer (LAF), accelerated filer (AF), non-accelerated filer (NAF), smaller reporting company (SRC), and emerging growth company (EGC) — each with distinct and sometimes inconsistent eligibility thresholds and disclosure obligations. As of 2024, LAFs accounted for 35.4% of registrants and 98.8% of total market public float, while NAFs (including those also qualifying as SRCs or EGCs) accounted for 51.9% of registrants, but only 1.2% of total market public float. 

What the SEC Is Proposing. The Commission proposes consolidating the filer status framework into two primary categories: 

• Large Accelerated Filer (LAF): The public float threshold for LAF status would increase substantially from $700 million to $2 billion. The seasoning requirement would increase from 12 to 60 consecutive calendar months of Exchange Act reporting history. Public float would be calculated based on the average price over the last ten trading days of the second fiscal quarter, and an issuer would transition into or out of LAF status only after meeting or falling below the threshold for two consecutive fiscal years. Under these conditions, the SEC estimates that approximately 19.2% of existing reporting companies would qualify as LAFs. 
• Non-Accelerated Filer (NAF): Any issuer that does not qualify as an LAF would be classified as an NAF and the existing AF and SRC filer categories would be eliminated. The resulting NAF category would encompass approximately 81% of reporting companies, representing approximately 6.5% of total market public float. 

Key Compliance Implications. Companies currently classified as AFs or LAFs with public float between $700 million and $2 billion should evaluate the consequences of transitioning to NAF status, including reduced disclosure obligations, but also potential market perception considerations. The two-year lookback for both entry into and exit from LAF status would provide greater stability and predictability in filer status determinations. The 60-month seasoning requirement would create a meaningful on-ramp, ensuring that newly public companies would be NAFs for at least five years. 

B. Extension of SRC and EGC Accommodations to All NAFs

Current Framework. SRCs currently benefit from scaled disclosure accommodations, including two (instead of three) years of audited financial statements, scaled executive compensation disclosure, and other reduced reporting requirements. EGCs benefit from additional accommodations, including exemption from the ICFR auditor attestation requirement, exemption from say-on-pay and pay-versus-performance disclosure, and the ability to defer compliance with new accounting standards. 

What the SEC Is Proposing. The proposed amendments would extend to all NAFs the scaled disclosure and other accommodations currently available to SRCs and EGCs. Key accommodations that would apply to NAFs include:

• Two (instead of three) years of audited financial statements and two years of MD&A 
• Exemption from the ICFR auditor attestation requirement under section 404(b) of the Sarbanes-Oxley Act 
• Scaled executive compensation disclosure (three instead of five named executive officers, two instead of three years of summary compensation table data) 
• Exemption from say-on-pay, frequency of say-on-pay, and golden parachute advisory votes 
• Exemption from pay-versus-performance disclosure 
• Omission of risk factor disclosure in Forms 10-K and 10-Q, the compensation discussion and analysis, pay ratio disclosure, the performance graph, and quantitative market risk disclosures 
• Ability to defer compliance with new or revised financial accounting standards for the first five years after initial registration (extending the current EGC accommodation) 

The SEC estimates that, if the proposed amendments are adopted, 1,596 registrants (26.7% of all registrants) would be newly exempt from the ICFR auditor attestation requirement, representing approximately 60% of all registrants currently subject to that requirement. 

Key Compliance Implications. Companies currently classified as AFs or LAFs with public float below $2 billion would gain significant disclosure relief, notably an exemption from the ICFR auditor attestation. Companies should carefully consider whether to adopt all available scaled accommodations or voluntarily maintain current disclosure levels, as some research suggests that maintaining higher disclosure levels can signal commitment to transparency. Audit committees and boards should also evaluate the implications of losing the ICFR auditor attestation requirement, weighing significant cost savings against internal governance and investor relations considerations. 

C. Small Non-Accelerated Filers (“SNFs”)

Current Framework. Under current rules, all NAFs are subject to the same periodic report filing deadlines: 90 days after fiscal year-end for Form 10-K and 45 days after fiscal quarter end for Form 10-Q. 

What the SEC Is Proposing. The proposal would create a new subcategory of the smallest NAFs, termed “small non-accelerated filers” or SNFs, defined as NAFs with total assets of $35 million or less as of the end of each of their two most recent second fiscal quarters. SNFs would receive extended filing deadlines: 120 days (instead of 90) for Form 10-K and 50 days (instead of 45) for Form 10-Q. 

Key Compliance Implications. Smaller reporting companies should evaluate whether they would meet the proposed SNF criteria. If adopted, the extended filing deadlines could provide meaningful relief for companies with limited financial reporting resources. 

D. Other Amendments

The Filer Status Proposal also includes amendments to require all registrants, including NAFs, to disclose on Form 10-K or Form 20-F the substance of material unresolved staff comments received at least 180 days before a registrant’s fiscal year-end. The proposal further includes various technical and conforming amendments to replace references to “accelerated filer” and “smaller reporting company” with the proposed LAF and NAF terminology throughout the Commission’s rules and forms. 

Key Takeaways: What Companies Should Do Now

• Assess current and prospective eligibility. Companies should map their current filer status and form eligibility against the proposed criteria. Companies with public float below $75 million should evaluate potential opportunities that expanded Form S-3 eligibility would provide, including shelf and ATM offerings. Companies with public float between $700 million and $2 billion should assess the implications of transitioning from LAF or AF to NAF status.
• Evaluate capital-raising strategies. The proposed expansion of Form S-3 eligibility and the new ELI/SELI categories could significantly enhance capital-raising flexibility for many issuers. In anticipation of the adoption of the proposed rules, companies should consider whether and when to file new/refreshed shelf registration statements.
• Reassess disclosure and compliance costs. Companies that would become NAFs under the Filer Status Proposal should evaluate the potential cost savings from scaled disclosure accommodations and the ICFR auditor attestation exemption, and consider whether it would choose to adopt all available accommodations or voluntarily maintain some or all of the current disclosure levels. 
• Review state blue sky compliance. Issuers of unlisted securities should assess the potential cost savings from the proposed preemption of state securities law registration and qualification requirements. 
• Consider submitting comments. Both proposals contain extensive requests for comment on specific aspects of the proposed rules. Companies, industry groups, and other stakeholders should consider submitting comments within the 60-day comment period following publication of the proposals in the Federal Register. 
• Monitor the companion proposals. These two proposals are part of a broader package of SEC rulemaking. As we previously reported, the Commission has also issued a separate proposal to allow reporting companies to report on a semiannual basis in lieu of quarterly reporting on Form 10-Q. Companies should monitor these related initiatives and consider their cumulative impact.