SEC Proposes Registered Offering Reform and Filer Status Simplification

On May 19, 2026, accompanied by a press release with the heading “SEC Proposes Transformative Reforms to Help Public Companies Conduct Registered Offerings and Simplify Reporting Requirements”, the Securities and Exchange Commission (“SEC”) proposed two sets of rules that SEC Chairman Paul Atkins described as the foundation for his agenda to “Make IPOs Great Again.” 

The first set of proposed amendments would amend certain rules and forms under the Securities Act of 1933 (the “Securities Act”) to provide issuers with greater flexibility to determine the timing and structure of registered offerings.  The second set of proposed amendments would extend current disclosure scaling and other accommodations and simplify the filer status framework.  The public comment period for both proposed rules will remain open for 60 days following publication in the Federal Register.  Final rules could be adopted before the end of the year and if so, could impact registered offerings and reporting in 2027. A summary of the two sets of proposed rules is set out below. 

Key Takeaways

• Broader access to Form S-3. The proposed amendments open the door for a much wider range of issuers—including recent IPO companies—to conduct shelf and at-the-market (“ATM”) offerings. Subject to contractual lock-ups, newly public companies would be permitted to file a short-form registration statement for resales from day one, rather than be required to undertake the more cumbersome Form S-1 process. The SEC estimates these changes could expand the pool of issuers eligible to register an unlimited amount of securities on Form S-3 by more than 60%.
  
  
• Expansive WKSI-like benefits. By replacing the well-known seasoned issuer (“WKSI”) framework with new Eligible Listed Issuer and Seasoned Eligible Listed Issuer categories, the SEC would extend registration and communication benefits to exchange-listed issuers regardless of their market capitalization, a substantial expansion from the current $700 million public float threshold.
  
  
• Immediate benefits for newly public companies. The proposed 60-month seasoning period before a company can be classified as a large accelerated filer would give newly public companies an extended window to operate under scaled disclosure requirements.
   
• Simplified filer status framework. The proposal would collapse the current five filer categories (large accelerated filers, accelerated filers, non-accelerated filers, smaller reporting companies and emerging growth companies) into essentially two—large accelerated filers (“LAF”) and non-accelerated filers (“NAF”)—while raising the LAF public float threshold from $700 million to $2 billion. Companies that currently qualify as accelerated filers or smaller reporting companies would be reclassified as NAFs and would have access to scaled disclosure accommodations.
  
  
• Reduced compliance burden for smaller public companies. NAFs would benefit from scaled disclosure requirements currently available only to smaller reporting companies and emerging growth companies, including reduced MD&A and executive compensation disclosure, elimination of say-on-pay requirements, and no obligation to provide an auditor attestation report on internal control over financial reporting. The SEC estimates that roughly 81% of current public companies would qualify for these accommodations.
  
  
• State blue sky preemption for all registered offerings. By defining “qualified purchaser” under Section 18(b)(3) of the Securities Act, the proposed amendments would preempt state securities law registration requirements for all registered offerings, including offerings of unlisted securities, thereby eliminating a significant source of cost and complexity.

Overview of Proposed Amendments: Registered Offering Reform

The proposed amendments on registered offering reform can be grouped into several key categories.  Some highlights are summarized below.

Form S-3 Eligibility Requirements.  The amendments would expand Form S-3 eligibility to allow a broader range of issuers to conduct registered offerings using the form, including shelf offerings and ATM offerings. Notably, the proposed amendments would eliminate the requirement that issuers be subject to the reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) for at least 12 months before using Form S-3.  The proposed amendments would also eliminate the form’s transaction requirements, including the instruction requiring issuers to have at least $75 million in public float to register an unlimited amount of securities.

Form S-3 would continue to require that issuers be current and timely in their Exchange Act reporting obligations and would remain unavailable to certain “ineligible issuers.” Noting that loss of Form S-3 eligibility can be “a disproportionately harsh consequence for a single untimely filing during a 12-month period”, in a change from existing rules, the proposed rules would permit one untimely filing during a 12-month period if the filing was made within seven calendar days of the original due date.¹The proposed rules would not change Rule 12b-25.  If an issuer complies with Rule 12b-25 with respect to a late filing, such report is deemed filed on the prescribed due date and the issuer would not need to rely on the proposed grace period.

Enhanced Registration and Communication Benefits. Currently, certain registration and communication benefits are limited to WKSIs. To qualify as a WKSI, an issuer must either have at least $700 million in public float or have issued at least $1 billion of debt securities in registered offerings.

Under the proposed amendments, issuers would not be required to meet these thresholds to qualify for the enhanced registration and communication benefits. Instead, an issuer would qualify for the enhanced registration and communication benefits (other than the ability to use an automatic shelf registration statement) if it is eligible to use Form S-3 and it has at least one class of common equity securities listed on a national securities exchange.

To qualify for the use of an automatic shelf registration statement, however, an issuer would be required to have been subject to the reporting requirements of the Exchange Act for at least 12 calendar months before accessing the form.

The proposed rules would eliminate the WKSI definition (as it relates to all issuers other than FPIs²The proposing release noted that because of “our ongoing evaluation in this area, we believe it is prudent to limit the effects of the proposed amendments on FPIs at this time, prior to completion of our more comprehensive review of the FPI framework.” The proposed amendments would retain the current WKSI definition as it applies to foreign private issuers (“FPIs”), which would continue to be able to qualify for automatic shelf registration based on the existing public float and debt issuance thresholds.) and introduce two new categories of issuers:

• Eligible Listed Issuer (“ELI”): An issuer that meets Form S-3’s proposed registrant requirements and has at least one class of common equity securities listed on a national securities exchange
• Seasoned Eligible Listed Issuer (“SELI”):  An ELI that has been subject to the Exchange Act’s reporting requirements for a period of at least 12 calendar months and any portion of a month immediately preceding the relevant measurement date

As a result, the proposed amendments would eliminate the three current issuer classifications—“unseasoned issuers,” “seasoned issuers,” and “WKSIs”—and create three new tiers: (1) Form S-3 eligible issuers, (2) ELIs, and (3) SELIs.

The proposing release includes the following helpful table, summarizing the enhanced registration and communication benefits and comparing the eligibility of different types of domestic issuers under the current rules and the proposed amendments: 

Incorporation by Reference on Form S-1.  The proposed rules would revise Form S-1 to expand the ability to incorporate by reference information filed both before (i.e., backward incorporation by reference) and after (i.e., forward incorporation by reference) the effective date of a registration statement.  Currently, backward incorporation is limited to issuers that, among other things, have filed an annual report for their most recently completed fiscal year. Forward incorporation is limited to issuers that are smaller reporting companies (“SRCs”). Under the proposed amendments, issuers would be permitted to incorporate information by reference both backward, regardless of whether they have filed an annual report for their most recently completed fiscal year, and forward, regardless of SRC status.

Blue Sky Preemption.  The proposed amendments would define “qualified purchaser” under Section 18(b)(3) of the Securities Act and preempt state securities law registration and qualification requirements with respect to any registered offering. Such preemption currently applies to registered offerings in which the securities being offered and sold are listed or approved for listing on a national securities exchange. Preemption currently does not, however, apply to registered offerings of unlisted securities.

Other Modernizing Changes.  The proposed rules would also make other amendments to modernize rules.  These changes would include the following:

• Amendments to Rule 473.  For registration statements that do not automatically become effective, effectiveness would be deemed delayed by default unless the issuer affirmatively elects otherwise. This change would eliminate the need, under current Rule 473, to include a delaying amendment legend to prevent automatic effectiveness on the twentieth day after filing under Section 8(a) of the Securities Act. As a result, the proposed rule would remove the risk that an inadvertent omission of such delaying amendment legend leads to unintended effectiveness, which can trigger the commencement of Section 15(d) reporting obligations, stop order proceedings and related compliance consequences.
  
  
• Elimination of income conditions for age of financial statements.  The proposed rules would eliminate the income conditions in Rules 3-01(c)(2) and (3) and 8-08(b)(2) and (3) of Regulation S-X, which currently restrict loss-generating issuers from relying on extended age of financial statement grace periods after fiscal year end. The proposed rules would also align the requirement to include audited financial statements in registration statements and proxy statements with the annual report deadline. As a result, such loss-generating issuers would have access to the same flexibility as profitable issuers with respect to the fiscal year end, enabling them to continue capital-raising transactions without needing to accelerate the preparation of their audited annual financial statements ahead of the Form 10-K deadline.

Overview of Proposed Amendments: Reporting Requirement Simplification

The SEC’s rules currently set forth five filer statuses (large accelerated filers, accelerated filers, non-accelerated filers, smaller reporting companies and emerging growth companies), each with varying, and at times overlapping, levels of disclosure and other requirements that can be complex for issuers to navigate.  The proposed amendments would extend current disclosure scaling and other accommodations, as well as simplify the filer status framework. The proposal would, among other things:

• Revise LAF status to:
  • Raise the public float threshold from $700 million to $2 billion, calculated based on the average stock price over the last 10 trading days of the second fiscal quarter
  • Provide that a registrant would transition into or out of LAF status only after remaining above or below the public float threshold for two consecutive years
  • Increase the seasoning threshold for LAF status to 60 consecutive calendar months

• Eliminate the accelerated filer and smaller reporting company (“SRC”) categories, such that all issuers that are not LAFs would be classified as NAFs.  NAFs would be eligible for the same scaled disclosure and other accommodations currently available to SRCs and EGCs
  
  
• Establish a new subcategory of small non-accelerated filers, defined as issuers with total assets of $35 million or less for the two most recent fiscal years. Small non-accelerated filers would have an additional 30 days to file annual reports on Form 10-K and an additional five days to file quarterly reports on Form 10-Q

Scaled Disclosures for NAFs.  Under the proposed amendments, NAFs would be permitted to follow the current SRC disclosure requirements, which provide scaled disclosures compared to that required of LAFs. These accommodations include the ability to:

• Provide a more limited description of business
• Present two years (instead of three years) of MD&A
• Present two years (instead of three years) of summary compensation table information
• Disclose compensation for three (instead of five) named executive officers
• Omit risk factor disclosure in Forms 10-K and 10-Q
• Omit performance graph disclosure (other than for NAFs that are investment companies)
• Omit supplementary financial information disclosure (Item 302(a) of Regulation S-K) and quantitative and qualitative disclosures about market risk (Item 305 of Regulation S-K)
• Omit disclosures related to compensation discussion and analysis, compensation policies and practices related to risk management, pay ratio disclosure, and certain executive compensation disclosure tables, including grants of plan-based awards table, pension benefits table, option exercises and stock vested table, and nonqualified deferred compensation table
• Omit disclosure of policies and procedures for the review, approval, or ratification of related party transactions
• Omit compensation committee interlocks and insider participation disclosure, and the Compensation Committee Report
• Omit audit committee financial expert disclosure in a registrant’s first annual report
• Omit disclosure of certain payments made by resource extraction issuers

The release also notes that Item 404(d) of Regulation S-K currently imposes a more stringent threshold for disclosure by SRCs of related party transactions. The proposed rules would remove Item 404(d). In addition, all NAFs would be required to disclose certain material unresolved staff comments.

Under the proposed rules, NAFs would also be permitted to exclude certain disclosures and other requirements currently available to EGCs, including: 

• Provision of a registered public accounting firm’s attestation report on the registrant’s internal control over financial reporting (“ICFR”)
• Pay versus performance disclosure
• Shareholder advisory votes on executive compensation (“say-on-pay”), the frequency of say-on-pay votes, and golden parachute compensation in connection with mergers and acquisitions and related disclosure

In addition, for the first five years following initial registration, all NAFs would be permitted to elect deferred compliance with new or revised financial accounting standards issued by the Financial Accounting Standards Board, consistent with the accommodation currently available to EGCs (i.e., until compliance with such standards is required by a company that is not an issuer (as defined in Section 2(a) of the Sarbanes-Oxley Act).

The proposed rules would also permit NAFs to prepare their financial statements in accordance with Article 8 of Regulation S-X, which currently provides the form and content requirements of financial statements of SRCs. NAFs that are not investment companies would be permitted to:

• Apply the form and content requirements of Article 8, subject to limited exceptions as specified in Rule 8-01, permitting registrants to not comply with certain form and presentation requirements related to the financial statements, and to not disclose certain financial statement schedules and certain general notes to the financial statements, and to not provide separate financial statements of majority-owned subsidiaries not consolidated and 50 percent or less owned persons accounted for by the equity method of accounting otherwise required by Regulation S-X;
  
  
• Provide two, rather than three, years of audited statements of comprehensive income, cash flows, and changes in stockholders’ equity pursuant to Rule 8-02;
  
  
• Provide a slightly more condensed format for interim financial statements, as well as financial statements for businesses and real estate operations acquired or to be acquired, and pro forma financial statements pursuant to Rules 8-02 through 8-06; and
  
  
• Apply less stringent age of financial statements requirements pursuant to Rule 8-08.