SEC Rulemaking And Interpretation Updates

In May and June of 2026, the Securities and Exchange Commission (“SEC”) put forth three proposals that could have a significant effect on public company reporting, climate-related disclosures, and the SEC’s overall strategic direction.

Proposed Amendments to Filer Status Procedures

On May 19, 2026, the SEC issued a “Filer Status” proposal that would replace the current five-tier framework with a two-tier system composed of large accelerated filers (“LAFs”) and non-accelerated filers (“NAFs”). Under the proposal, a company would be classified as an LAF only if it has a public float of at least $2 billion and has been subject to the requirements of section 13(a) or 15(d) of the Exchange Act for at least 60 months. All other issuers would automatically fall into the NAF category and would be subject to many of the less onerous filing and disclosure obligations reserved within the current system for smaller reporting companies (“SRCs”) and emerging growth companies (“EGCs”).

The public float measurement to determine filer status would be based on a ten-day average price at the end of the second fiscal quarter, as compared to the current test which looks only at the last trading day in the quarter. The proposed rule would also look at the public float in both the current and prior year, and only filers that exceed (or fall below) the $2 billion threshold for two consecutive fiscal years would shift from LAF to NAF, or vice versa.

NAFs would be permitted to file two years (instead of three) of audited financial statements and related Management’s Discussion and Analysis (“MD&A”) disclosure and would not be required to obtain auditor attestation of internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act. NAFs would also no longer be required to hold advisory votes on Say on Pay, Say on Pay frequency, and Say on Golden Parachute and would have other reduced executive compensation disclosure requirements, including compensation information for only three named officers (instead of five) and omission of the pay-ratio requirement. In addition, NAFs could omit certain risk-factor disclosures otherwise required in periodic reports by Regulation S-K. The proposal also creates a subcategory of “small NAFs” for those companies with assets of $35 million or less.  Small NAFs would receive extended filing deadlines of 120 days for Form 10-K and 50 days for Form 10-Q.

An “IPO on-ramp” provision of the proposal would classify any company filing an initial registration statement as an NAF for a minimum of five years, regardless of whether their public float exceeds the $2 billion threshold, thereby allowing it to benefit from reduced obligations for a longer seasoning period than is currently available. The SEC estimates that the simplified framework would expand the share of issuers benefiting from scaled disclosure from roughly 52% to about 81% while covering only 6.5% of total market public float.  Comments on the proposal are due by July 20, 2026.

Proposed Rescission of Climate-Related Disclosure Rules

On May 29, 2026, the SEC announced a proposed rescission of the climate risk disclosure rule that would have required publicly traded companies to disclose their greenhouse gas emissions and detail the potential impact of climate change on their business’s future (first discussed in Quorum (a index.php?nid="1&eid=2''")here). At the time of adoption, the rationale for the regulation was to address investors’ increasing desire to understand companies’ exposure to climate change and provide investors with consistent information to inform their decisions. However, the SEC now believes the rule exceeds the statutory authority granted by Congress and that advancing broader environmental policy should be left to the legislative and executive branches.

Despite being adopted in 2024, the regulation did not take effect due to numerous lawsuits that were subsequently consolidated in an Eighth Circuit case that is currently on hold. In the SEC’s proposed withdrawal of the climate rules, the SEC estimated the rules could have resulted in additional compliance costs ranging from $197,000 to over $739,000. In the proposal, the SEC also said that the rescission could generate about $4.9 billion savings per year over the next decade for all affected registrants and that the significant costs of compliance for public companies could not justify the informational benefits the climate rules may provide to some investors.

The SEC also noted that the climate information is already embedded within existing disclosure regimes, such as the risk factors and MD&A sections of other filings. The proposed rescission invites comment for a 60-day period, with the deadline for submissions set for August 3, 2026.

Proposed Four-Year Draft Strategic Plan

On June 2, 2026, the SEC released a Draft Strategic Plan outlining its priorities for fiscal years 2026-2030. As part of the plan, the SEC announced an intention to reevaluate the operation of administrative proceedings and to write regulations governing the cryptocurrency industry. These plans are in line with SEC Chairman Paul Atkins’ vision for the next four years of the agency and previous remarks made by Atkins and discussed in Quorum (a index.php?nid="24&eid=116''")here and (a index.php?nid="21&eid=107''")here). The plan is organized around three overarching strategic goals:

1. The SEC’s first goal is to renew focus on regulatory policy to support innovation, capital formation, market efficiency, and investor protection and clarify the agency’s authority over the digital asset industry. The SEC’s plan states that cryptocurrency and blockchain technology have revolutionary potential for America’s financial infrastructure and that clear rules would help facilitate “compliant capital formation through tokenized offerings.”
2. For their second goal, the SEC plans to shift regulatory practices to increase stakeholder engagement, facilitate compliance efforts of market participants, and ensure the agency’s enforcement approach is “consistent with constitutional principles, including a fair adjudicatory process and separation of powers.”
3. The SEC’s third goal is to optimize operational efficiency by enhancing the SEC’s organizational structure, fostering employee performance and accountability and embracing responsible AI use. With these goals, the agency hopes to consolidate duplicative functions and optimize supervisor-to-staff ratios.

A notable component of the draft plan is its digital asset agenda, which seeks to establish clear rules for custody, trading and staking activities. The enforcement philosophy emphasized in the plan is “fraud-focused,” measuring success by deterrence rather than by sheer case volume.