On May 19, 2026, the Securities and Exchange Commission (SEC) proposed two companion rulemakings that, if adopted, would significantly expand capital-raising flexibility for public companies and simplify the public company reporting framework. The proposals are:

  • Registered Offering Reform (Release No. 33-11418)
  • Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies (Filer Status Reform) (Release No. 33-11419)

Together, the proposals would represent a substantial change to the SEC’s registered offering and reporting regimes. The registered offering proposal would broaden Form S-3 eligibility, expand access to shelf offerings, extend certain Well Known Seasoned Issuer (WKSI)-style registration and communication benefits, modernize Form S-1 and preempt state securities law registration and qualification requirements for all registered offerings. The filer status proposal would replace the current overlapping filer status framework with two primary categories, raise the thresholds for large accelerated filer status and extend scaled disclosure accommodations to all non-accelerated filers.

Key takeaways

Registered Offering Reform

  • Significantly expand Form S-3 eligibility by eliminating the one-year Exchange Act reporting history requirement and the US$75 million public float threshold for unlimited primary offerings
  • Allow many newly public companies to access Form S-3 and shelf offerings much earlier than under current rules
  • Replace the domestic WKSI framework with new eligible listed issuer (ELI) and seasoned eligible listed issuer (SELI) categories and extend certain WKSI-style benefits to all Form S-3-eligible issuers that are exchange-listed, with additional benefits available to ELIs and SELIs
  • Permit broader backward and forward incorporation by reference on Form S-1
  • Preempt state securities law registration and qualification requirements for all registered offerings

Filer Status Reform

  • Replace the current filer status framework with large accelerated filers and non-accelerated filers
  • Raise the large accelerated filer public float threshold from US$700 million to US$2 billion and require at least 60 months of Exchange Act reporting history
  • Limit Section 404(b) auditor attestation requirements to large accelerated filers
  • Extend scaled disclosure accommodations currently available to smaller reporting companies and emerging growth companies to all non-accelerated filers

Registered Offering Reform

Expanded Form S-3 eligibility

The registered offering proposal would substantially expand the number of issuers eligible to use Form S-3. Under current rules, an issuer generally must have been subject to Exchange Act reporting for at least 12 calendar months before it can use Form S-3 and generally must have at least US$75 million in public float to conduct unlimited primary offerings on Form S-3, and issuers with a public float less than US$75 million must be exchange listed and are limited to offerings of no more than one-third of the issuer’s public float in any 12 month period. The proposal would eliminate these requirements.

Instead, Form S-3 eligibility would turn principally on whether the issuer is subject to Exchange Act reporting and is current and timely in its Exchange Act reports. The SEC’s rationale is that, given the availability of Exchange Act reports and other issuer information through Electronic Data Gathering, Analysis and Retrieval (EDGAR) and other electronic channels, investors’ access to issuer-specific information no longer depends on public float or market following to the same extent it did when short-form registration was originally developed. The proposal would retain investor protection limits, including current and timely reporting requirements and continued exclusions for certain categories of higher-risk issuers, such as companies that are, or during the past three years were, shell companies (not including Special Purpose Acquisition Companies (SPACs)) or were convicted of “bad actor” violations.

  • Earlier Form S-3 and shelf access for newly public companies, including issuers that become subject to Exchange Act reporting following an IPO, Exchange Act registration or another qualifying event
  • Removal of the “baby shelf” limitation and exchange listing requirement for issuers with less than US$75 million in public float
  • Improved Form S-3 access for former SPACs, provided the issuer is not a shell company when filing the Form S-3 and otherwise satisfies the form’s requirements.

The proposals would not alter the liability framework for registered offerings. Issuers would remain subject to Securities Act liability for material misstatements or omissions in registration statements and prospectuses, and underwriters, directors, experts and other offering participants would continue to have incentives to conduct appropriate diligence. The expanded availability of Form S-3 and shelf offerings should therefore be paired with continued attention to disclosure controls, offering diligence and comfort letter procedures.

Replacement of the domestic WKSI framework

The proposal would replace the WKSI framework for domestic issuers with two new categories: eligible listed issuers (ELIs) and seasoned eligible listed issuers (SELIs). An ELI generally would be a Form S-3 eligible issuer with at least one class of common equity securities listed on a national securities exchange. A SELI generally would be an ELI that has been subject to Exchange Act reporting requirements for at least 12 calendar months.

The proposal would not, however, limit all expanded offering benefits to just ELIs and SELIs. Rather, the proposed framework would operate in tiers:

  • All Form S-3-eligible issuers would receive certain benefits currently available only to WKSIs and certain non-WKSIs, including expanded Rule 139 research report treatment, Rule 430B(b) flexibility to omit certain selling securityholder information and Rule 433 free writing prospectus flexibility.
  • ELIs would receive additional WKSI-style benefits, including greater pre-filing communication flexibility, base prospectus omission flexibility, post-effective amendment flexibility and “pay-as-you-go” registration fees.
  • SELIs would be eligible to file automatically effective shelf registration statements, reserving the most significant shelf registration benefit for exchange-listed Form S-3 issuers with at least 12 months of Exchange Act reporting history.

As a result, many issuers could gain access to capital markets tools currently reserved for WKSIs or other seasoned issuers, although not all benefits would be available to the same categories of issuers.

Form S-1 modernization

The proposal would also modernize Form S-1 by expanding the ability to incorporate by reference. Under current rules, Form S-1’s incorporation-by-reference framework is more limited than Form S-3’s, and forward incorporation by reference is generally available only to smaller reporting companies that satisfy the applicable requirements.

Under the proposal, issuers that satisfy Form S-1’s incorporation-by-reference requirements would be able to backward incorporate by reference even if they have not yet filed an annual report for the most recently completed fiscal year. Forward incorporation by reference would no longer be limited to smaller reporting companies.

Blue sky preemption for registered offerings

The proposal would define “qualified purchaser” under Section 18(b)(3) of the Securities Act to preempt state securities law registration and qualification requirements for all registered offerings. Currently, federal preemption generally applies to registered offerings of exchange-listed securities and certain related securities. The proposal would extend preemption to all registered offerings, including offerings of unlisted securities. 

This change would be particularly significant for issuers conducting registered offerings that do not involve exchange-listed securities. It would eliminate state-by-state registration and qualification costs and timing burdens for registered offerings, particularly for offerings of unlisted securities, including at-the-market (ATM) offerings of securities that qualify for the OTCQX Best Market tier or OTCQB Venture Market tier of the OTC Link alternative trading system. 

Importantly, the proposal would not eliminate state antifraud enforcement authority or certain state notice-filing and fee powers.

Filer Status Reform

Two primary filer categories

The filer status proposal would replace the current framework, which includes large accelerated filers, accelerated filers, non-accelerated filers, smaller reporting companies and emerging growth companies, with two primary categories: large accelerated filers and non-accelerated filers. In doing so, the proposal would eliminate accelerated filer and smaller reporting company status as standalone filer categories, while creating a subcategory of small non-accelerated filers for the smallest registrants.

Under the proposal, an issuer would qualify as a large accelerated filer only if it has:

  • At least US$2 billion in public float as of the end of each of its two most recent second fiscal quarters
  • Been subject to Exchange Act reporting requirements for at least 60 consecutive full calendar months as of fiscal year-end

All other registrants would be non-accelerated filers. Non-accelerated filers with US$35 million or less in total assets as of the end of each of their two most recent second fiscal quarters would qualify as small non-accelerated filers.

Public float would be calculated based on non-affiliate shareholdings as of the last day of the issuer’s second fiscal quarter, multiplied by the average price of the issuer’s common equity over the last 10 trading days of that quarter. This change is intended to reduce the effect of single-day trading volatility on filer status determinations.

The proposed framework would not apply to asset-backed issuers or to foreign private issuers that use the forms designated for foreign private issuers.

Section 404(b) auditor attestation

The proposal would limit the auditor attestation requirement under Section 404(b) of the Sarbanes-Oxley Act to large accelerated filers. Because large accelerated filer status would require 60 months of Exchange Act reporting history, newly public companies generally could not become subject to Section 404(b) auditor attestation during their first five years as reporting companies, regardless of public float.

Management’s internal control reporting obligations under Section 404(a) would remain in place. The proposal would therefore reduce auditor attestation burdens for many issuers while preserving management’s obligation to assess and report on internal control over financial reporting.

Expanded scaled disclosure for non-accelerated filers

The proposal would extend to all non-accelerated filers many scaled disclosure accommodations currently available to smaller reporting companies and emerging growth companies. These accommodations would include, among others, reduced executive compensation disclosure, reduced financial statement requirements and relief from certain corporate governance and compensation-related disclosures.

For example, non-accelerated filers generally would be permitted to:

  • Provide fewer years of audited financial statements and Management’s Discussion and Analysis (MD&A)
  • Provide reduced executive compensation disclosure
  • Omit certain disclosures, including pay-versus-performance, pay ratio, selected quarterly financial data and certain market risk disclosures
  • Avoid say-on-pay and say-when-on-pay vote requirements

Small non-accelerated filers would receive additional filing deadline relief. They would have 120 days to file annual reports on Form 10-K and 50 days to file quarterly reports on Form 10-Q, compared with 90 days and 45 days, respectively, for other non-accelerated filers.

Unresolved SEC comment disclosure

The proposal would also extend to all registrants the requirement to disclose material unresolved SEC staff comments received at least 180 days before fiscal year-end. This reflects the SEC’s view that staff review and comment disclosure serves an investor protection function, particularly if more issuers become eligible to use shelf registration statements that incorporate Exchange Act reports by reference.

Transition timing

The proposal also includes transition mechanics for existing registrants. In general, existing registrants would assess filer status under the new framework around the effectiveness of any final rules, and registrants that qualify as non-accelerated filers could begin using the applicable scaled disclosure and other accommodations in their next Securities Act or Exchange Act filing after completing the assessment.

Comment deadlines

Comments on the filer status proposal are due July 20, 2026, and comments on the registered offering reform proposal are due July 27, 2026.

Public companies, underwriters, investors and other market participants should consider whether the proposals would affect their capital markets strategy, reporting obligations, compliance costs and internal control planning and whether to participate in the SEC comment process.


Special thanks to summer associate Omran Almasri for assisting in the preparation of this article.