backOn May 19, 2026, the SEC proposed amendments to its rules and forms governing registered offerings and public company reporting that would significantly expand the number of issuers exempt from the requirement to obtain an auditor’s attestation on internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act. The proposal would raise the threshold for a public company to become a large accelerated filer from $700 million to $2 billion and provide all non-accelerated filers with the SOX 404(b) exemption. Under the proposal, approximately 81 percent of all current public companies would qualify for disclosure scaling and other accommodations currently available to smaller or emerging companies, significantly expanding the number of exempt issuers. The registered offering reform proposal, if adopted, would also be the most significant modernization of the registered offering framework in more than 20 years, expanding the number of public companies eligible to conduct shelf offerings and extending communication flexibilities currently reserved for well-known seasoned issuers to a broader group of companies.
The SEC’s press release is available here.