SEC Proposes Sweeping Reforms to Registered Offerings and Public Company Reporting

On May 19, 2026, the SEC unanimously voted to propose two companion rulemakings that collectively constitute the most far-reaching revision of the registered offering and public company reporting regimes since the 2005 Securities Offering Reform.

The first proposal, Registered Offering Reform (Release No. 33-11418), would substantially broaden eligibility for shelf registration on Form S-3, make registration and communication accommodations available to a much larger universe of issuers, and preempt state-level securities registration requirements for all registered offerings. The second, Enhancement of Emerging Growth Company (“EGC”) Accommodations and Simplification of Filer Status (Release No. 33-11419), would consolidate the existing five-category filer status framework into a streamlined two-tier structure and make scaled disclosure accommodations available to approximately 81% of all reporting companies.

The public comment period for both proposals runs 60 days from the date of Federal Register publication, yielding an estimated comment deadline of approximately July 20, 2026.

This memorandum summarizes the principal provisions of each proposal and identifies practical implications for existing public companies and companies in the process of preparing for an IPO.

Registered Offering Reform

Form S-3 Eligibility Dramatically Expanded

The first proposal, Registered Offering Reform (Release No. 33-11418), would remove the two principal prerequisites that currently limit access to Form S-3 shelf registration: the requirement that an issuer have at least 12 months of Exchange Act reporting history and the requirement that an issuer’s public float equal or exceed $75 million. Under the proposed rules, any domestic issuer subject to Exchange Act reporting obligations that has maintained current and timely filings would qualify for Form S-3 eligibility to register primary or secondary offerings without any dollar-amount limitation. The SEC estimates that these changes would make approximately 2,150 additional issuers eligible for unlimited Form S-3 registration—representing an increase of more than 60% over the current eligible population.

Notably, a company that has just completed its IPO would be permitted to file a Form S-3 shelf registration statement without delay, eliminating the current one-year waiting period, though in practice such issuers would still typically be subject to customary contractual lockup arrangements with their underwriters (e.g., a 180-day lockup period). Public companies with float below $75 million would obtain unrestricted access to shelf registration and at-the-market programs, freed from the existing “baby shelf” limitation that currently restricts these issuers to offering no more than one-third of their float in a rolling 12-month period.

Blank check companies, shell companies, and penny stock issuers—collectively designated “BSP issuers” under the proposed rules—would continue to be barred from using Form S-3. The proposed rules incorporate a three-year lookback period for shell company status. Importantly, a domestic issuer that was formerly a SPAC would not be disqualified from Form S-3 eligibility solely because of its prior status as a special purpose acquisition company, provided it is no longer a shell company and meets the form’s other eligibility requirements.

The proposal also codifies a limited cure period for late filings: an issuer that has no more than one untimely filing during the preceding 12-month lookback would preserve its Form S-3 eligibility provided the late filing is submitted within seven calendar days of the original due date.

New Issuer Categories Replace WKSIs

Under the proposed amendments, the existing Well-Known Seasoned Issuer (“WKSI”) classification would cease to apply to domestic issuers and would be supplanted by two newly created categories.

An Eligible Listed Issuer (“ELI”) would be defined as any issuer that satisfies the proposed Form S-3 registrant requirements and maintains at least one class of common equity securities listed on a national securities exchange. A Seasoned Eligible Listed Issuer (“SELI”) would be an ELI that has been subject to Exchange Act reporting obligations for a minimum of 12 consecutive calendar months.

The SEC estimates that roughly 4,203 issuers (approximately 76% of reporting companies) would satisfy the ELI criteria, and about 4,114 (approximately 74%) would qualify as SELIs—a dramatic expansion compared to the approximately 2,039 issuers currently qualifying as WKSIs (approximately 36% of reporting companies). The SEC notes that the vast majority of existing WKSIs—over 90% of those self-reporting as WKSIs in 2024—would meet the proposed SELI requirements and thus retain access to automatic shelf registration.

The proposed tiered framework would allocate benefits as follows: SELIs would gain access to automatic shelf registration (Form S-3ASR), which becomes effective immediately upon filing without SEC staff review. ELIs would receive the ability to pay filing fees on a pay-as-you-go basis at the time of each takedown, engage in pre-filing communications with prospective investors, and omit certain information from the base prospectus under expanded Rule 430B authority. All issuers eligible to use Form S-3 would be permitted to omit the identities of selling security holders from the registration statement and to use free writing prospectuses without the free writing prospectus being accompanied or preceded by a Section 10 statutory prospectus.

State Blue Sky Preemption

The proposal would additionally extend federal preemption of state securities law registration and qualification requirements to all registered offerings, which was historically limited to exchange-listed securities. States would continue to exercise their antifraud enforcement authority and could still impose notice filing and fee requirements on issuers conducting registered offerings within their jurisdictions.

Form S-1 Modernization

The proposal would remove the existing condition that an issuer must have previously filed an annual report on Form 10-K before it may use backward incorporation by reference on Form S-1, thereby permitting newly public companies to take advantage of incorporation by reference from the outset of their reporting history. The ability to forward incorporate by reference—automatically updating the registration statement as new Exchange Act reports are filed—would be made available to all Form S-1 issuers, not solely smaller reporting companies as under current rules. This would reduce the use of prospectus supplements and post-effective amendments.

Filer Status Simplification

Two Tiers Instead of Five

The second proposal, Enhancement of EGC Accommodations and Simplification of Filer Status (Release No. 33-11419), would streamline the current five-category filer status system—which includes large accelerated filers, accelerated filers, non-accelerated filers, smaller reporting companies, and emerging growth companies—into just two principal classifications: large accelerated filers (“LAFs”) and non-accelerated filers (“NAFs”). The standalone accelerated filer and smaller reporting company designations would be abolished as separate statuses. Because EGC status is established by statute, it would be preserved, but it would become functionally superfluous for most purposes as virtually all of its accommodations would be extended to every NAF.

Higher LAF Threshold

The public float threshold required to qualify as an LAF would increase from the current $700 million to $2 billion, and the proposal would impose a new 60-month seasoning requirement, an increase from the current 12-month requirement, before any issuer could attain LAF status. Public float for this purpose would be determined by multiplying shares held by non-affiliates as of the last day of the second fiscal quarter by the average closing price over that quarter’s final 10 trading days—a methodology designed to smooth out single-day price volatility. A registrant would not transition into or out of LAF status based on a single year’s measurement; instead, it would need to exceed or fall below the $2 billion threshold for two consecutive fiscal years before any change takes effect.

Applying these revised criteria, the SEC estimates that only approximately 19.2% of reporting companies would remain classified as LAFs (compared to 35.4% under the current framework), while the remaining 80.8% would be NAFs. Despite encompassing fewer companies, LAFs would continue to account for approximately 93.5% of aggregate market public float, ensuring that the most comprehensive reporting and disclosure requirements apply to the issuers representing the overwhelming majority of market capitalization.

Scaled Disclosure for All NAFs

Every issuer classified as an NAF would become eligible for the full suite of scaled disclosure accommodations that are presently reserved for smaller reporting companies and emerging growth companies. Among the most significant accommodations are: the option to provide only two years (rather than three) of audited financial statements and MD&A; relief from the ICFR auditor attestation requirement of SOX Section 404(b); the ability to furnish scaled executive compensation disclosure covering three named executive officers with two years of summary compensation data; exemption from mandatory say-on-pay, say-on-pay frequency, and golden parachute advisory votes; exemption from pay-versus-performance disclosure; and a five-year window following initial registration during which the issuer may elect to defer compliance with new or revised financial accounting standards.

Small Non-Accelerated Filers

The proposal would create a new subcategory—small non-accelerated filers (“SNFs”)—comprising NAFs whose total assets do not exceed $35 million as of the end of each of their two most recent second fiscal quarters, and would afford these filers extended deadlines of 120 days to file annual reports on Form 10-K and 50 days to file quarterly reports on Form 10-Q.

Practical Implications & Recommended Next Steps

Companies should assess their existing filer classification and current Form S-3 eligibility in light of the proposed thresholds and criteria to determine how their regulatory status would change if the rules are adopted. Issuers that would be reclassified as NAFs should model the potential savings from scaled disclosure and ICFR attestation relief and engage their auditors early regarding transition planning for internal controls reporting. IPO-stage companies should work with counsel and underwriters to structure post-IPO capital markets strategies around the new framework.

We will continue to monitor developments as the proposals progress through the rulemaking process and will issue further updates as warranted. Please contact any member of our Securities and Corporate Finance practice for help navigating the implications of these proposals for your company.