On May 19, 2026, the US Securities and Exchange Commission (the “SEC”) issued two companion proposing releases that, if adopted, would reshape the public company reporting and capital raising framework. The proposals are intended to facilitate capital formation, reduce regulatory complexity and compliance costs, and expand scaled disclosure accommodations to a broader range of issuers, particularly small and mid-sized public companies. The SEC framed the proposals as part of a broader effort to encourage companies to access and remain in the public markets. 

Enhancement of Scaled Disclosure Accommodations and Simplification of Filer Status for Reporting Companies 

The first proposal would simplify the Securities Exchange Act of 1934 (the “Exchange Act”) reporting framework and expand the availability of scaled disclosure accommodations. The SEC proposes to consolidate the current filer categories into two primary categories: large accelerated filers (“LAFs”) and non-accelerated filers (“NAFs”). The proposal would eliminate the accelerated filer category and extend many existing smaller reporting company and emerging growth company accommodations to all NAFs.

The proposal would also increase the threshold for LAF status from $700 million to $2 billion in public float and require issuers to have been subject to Exchange Act reporting requirements for at least 60 consecutive calendar months before qualifying as LAFs. Notably, a company would only gain or lose LAF status after its public float has been above or below the $2 billion threshold for two consecutive fiscal years, with public float calculated each year as the average closing stock price over the last ten trading days of the second fiscal quarter, thereby reducing the risk of companies frequently moving in and out of LAF status based on a short period of volatility. Only LAFs would remain subject to certain enhanced reporting and compliance requirements, including the auditor attestation requirement under Section 404(b) of the Sarbanes-Oxley Act. The proposal would also extend periodic reporting deadlines for the smallest NAFs, providing additional time for issuers with limited total assets to complete annual and quarterly filings. 

The full text of the SEC’s proposed amendment can be found here. 

Registered Offering Reform

The second proposal would expand issuer access to streamlined Securities Act of 1933 registration tools and modernize the registered offering process. A central component of the proposal is the expansion of eligibility for Form S-3, the short-form registration statement primarily used for shelf offerings, to eliminate the requirement that a company have been a reporting company for at least 12 months and the $75 million public float requirement. 

The proposal also expands registration and offering flexibility historically available only to “well-known seasoned issuers” (“WKSIs”). Under the proposal, issuers that are eligible to use Form S-3 and that have a class of common equity listed on a national securities exchange would be eligible for many of these WKSI-style benefits, even if they do not meet the existing size thresholds. However, automatic shelf registration would still require at least 12 months of Exchange Act reporting history. The proposal would eliminate the WKSI definition for domestic issuers in favor of two new categories. 

The SEC further proposes to modernize Form S-1 by expanding the ability of issuers to incorporate Exchange Act reports by reference, both forward and backward, thereby reducing duplicative disclosure and streamlining follow-on offerings for companies not yet eligible to use Form S-3. The proposal would also address state securities law requirements to expand federal preemption for registered offerings, which would reduce the need to comply with state Blue Sky registration and qualification requirements and reduce associated transaction costs and complexity.

The full text of the SEC’s proposed amendment can be found here. 

Key Takeaways

Taken together, the proposals reflect a continued effort by the SEC to reduce regulatory friction in the public capital markets and to recalibrate compliance obligations for companies outside the largest issuer category. If adopted, the changes would expand access to Form S-3 and other capital raising tools, broaden offering flexibility for a larger group of reporting companies, and simplify ongoing reporting requirements across the issuer base. The proposals are particularly relevant for newly public companies and small and mid-sized issuers.