On May 19, 2026, the Securities and Exchange Commission issued two proposed rules as part of Chairman Paul Atkins’ agenda to “Make IPOs Great Again” and incentivize companies to go and remain public. These proposals, announced on the heels of the SEC’s proposal to permit semiannual reporting, seek to modernize the rules governing registered offerings and calibrate ongoing disclosure requirements to a company’s size and maturity. Comments on both proposed rules may be submitted on or before July 20, 2026.
Registered Offering Reform
The first proposed rule focuses on a significant expansion of the number of public companies eligible to quickly access public capital markets via shelf offerings on Form S-3.
Most notably, the rule eliminates the requirement that issuers have at least $75 million in public float in order to register an unlimited number of securities. It also eliminates the “one-year seasoning” requirement for Form S-3 eligibility (i.e., the requirement that issuers be subject to the Exchange Act for 12 months). Under the proposal, issuers (other than foreign private issuers and certain ineligible issuers such as blank check companies, shell companies, and penny stock issuers) would be eligible to use Form S-3 so long as they have been current and timely in their Exchange Act reporting for the preceding 12 months.
The proposal also replaces the existing “well-known seasoned issuer” framework with two new categories: “Eligible Listed Issuers” (“ELIs”) and “Seasoned Eligible Listed Issuers” (“SELIs”). An ELI is any issuer eligible to use Form S-3 that has at least one class of common equity securities listed on a national securities exchange. A SELI is an ELI that has been subject to the Exchange Act’s reporting requirements for at least 12 months. These new categories would extend benefits currently reserved for WKSIs to a broader group of issuers, including: greater flexibility with pre- and post-offering communications; the ability to omit certain Rule 430B information (including the plan of distribution and a description of the securities) from the base prospectus; and the ability to pay filing fees on a “pay-as-you-go” basis at each shelf takedown. Additionally, only SELIs would be eligible to file automatic shelf registration statements on Form S-3ASR that become effective immediately upon filing without SEC review.
The proposal would also expand the ability of issuers using Form S-1 to incorporate by reference. Issuers would be able to backward incorporate (i.e., incorporate by reference information filed before the effectiveness of the Form S-1) regardless of whether the issuer has filed its annual report on Form 10-K. Additionally, all issuers—not just smaller reporting companies—would be able to forward incorporate (i.e., incorporate by reference filings made after effectiveness), eliminating the need for post-effective amendments and prospectus supplements to update for future Exchange Act reports. The proposal also includes a default “delayed effectiveness” framework for registration statements, eliminating the need for delaying amendments.
Filer Status Simplification and Disclosure Reform
The second proposed rule aims to streamline overlapping filer statuses and provide disclosure relief to a wider set of public companies. Most significantly, it eliminates the “accelerated filer” and “smaller reporting company” statuses and limits “large accelerated filer” (“LAF”) status to issuers with more than $2 billion in public float (up from the current $700 million threshold) and at least 60 consecutive months (five years) of being subject to Exchange Act reporting requirements (up from 12 months). Public float would be measured using the average closing price of the issuer’s equity securities over the 10 trading days prior to the end of the company’s second fiscal quarter. Companies must remain above or below the public float threshold for two consecutive fiscal years in order to enter or exit, respectively, LAF status – a change intended to reduce volatility in filer status transitions.
The proposal extends many of the current scaled disclosure rules afforded to smaller reporting companies and emerging growth companies to all “non-accelerated filers” (“NAFs”), defined as any issuer that is not an LAF. These accommodations would permit NAFs to, among other things, provide:
- Two (instead of three) years of audited financial statements in Form 10-K,
- Two (instead of three) years of MD&A, and
- Executive compensation disclosure for three (instead of five) named executive officers and summary compensation information for two (instead of three) years.
Additionally, all NAFs would be exempt from, among other things:
- Risk factor disclosure in periodic reports,
- Quantitative and qualitative disclosure about market risk,
- Say-on-pay and say-on-frequency votes and pay versus performance disclosure, and
- An independent auditor’s attestation on the company’s internal control over financial reporting under Section 404(b) of Sarbanes-Oxley.
The proposal also creates a new subcategory – “small non-accelerated filers” (“SNFs”) – for NAFs with total assets of $35 million or less as of the end of each of their last two second fiscal quarters. SNFs would be granted extended filing deadlines: 120 days (instead of 90) for Form 10-K and 50 days (instead of 45) for Form 10-Q.
Practical Considerations
These proposals, if adopted, would represent the most significant changes to the registered offering and public company reporting framework in two decades. Companies should consider the following:
Expanded Form S-3 Eligibility: Current smaller reporting companies and other issuers with less than $75 million in public float that are exchange-listed and current in their Exchange Act reporting should evaluate whether to establish shelf registration programs to access capital more quickly when market conditions are favorable.
Filer Status Assessment: Existing registrants would be required to assess their LAF or NAF status as of the end of their fiscal year prior to effectiveness of the final rules, but no later than the day prior to the last day of their fiscal year in which the final rules go into effect. Companies currently classified as accelerated filers or LAFs that fall below the new $2 billion public float threshold should begin planning for a potential transition to NAF status, including evaluating whether to continue voluntary compliance with certain disclosure requirements (such as ICFR auditor attestation) based on investor expectations and peer and industry practices.
Interaction with Semiannual Reporting Proposal: The filer status proposal should be considered in conjunction with the SEC’s recent semiannual reporting proposal, which would allow companies to opt for semiannual rather than quarterly reporting. Smaller companies evaluating whether to elect semiannual reporting should also consider whether they would qualify as SNFs and benefit from extended filing deadlines to the new Form 10-S.
