SEC Proposes to Fundamentally Reshape the Rules Governing Public Company Reporting and Registered Offerings

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What Public Companies Need to Know

On May 19, 2026, the Securities and Exchange Commission (the “SEC”) issued two complementary rule proposals that, taken together, would substantially restructure the disclosure framework governing public securities offerings and periodic reporting in the United States. The first set of proposed amendments^[1] (the “Registered Offering Reform proposal”), which the SEC describes as the most significant modernization of the registered offering framework in more than 20 years,^[2] would amend certain rules and forms under the Securities Act of 1933 (the “Securities Act”) to expand access to Form S-3 shelf registration and extend well-known seasoned issuer (“WKSI”)-like benefits to a broader set of issuers. The second set of proposed amendments^[3] (the “Filer Status Simplification proposal”) would simplify the filer status framework and extend scaled disclosure accommodations to a wider universe of public companies. If adopted in final form before year-end, these rules could affect registered offerings and public company reporting obligations as early as 2027.

The public comment period for the Registered Offering Reform proposal and the Filer Status Simplification proposal will remain open until July 27, 2026 and July 20, 2026, respectively.

Highlights of the Proposed Rules

According to SEC Chairman Paul S. Atkins, the proposals are intended to incentivize more companies, particularly smaller and mid-sized companies, to go and stay public.^[4] If adopted, the proposals would have a number of notable implications, including the following:

• Expanded Access to Form S-3: More public companies would gain access to Form S-3 and shelf registration, which would allow for quicker access to the public capital markets, regardless of the company’s public float.
• WKSI Flexibility for a Broader Range of Companies: Registration and offering communication flexibilities that are currently limited to WKSIs would be extended to the majority of U.S. public companies.
• Preemption of State Securities Laws: The proposed redefinition of “qualified purchaser” under Section 18(b)(3) of the Securities Act would extend state securities law preemption to all registered offerings, including offerings of unlisted securities.
• Simplified Filer Status Framework: The five existing filer-status categories would be replaced by two categories: large accelerated filers and non-accelerated filers, and a new sub-category of “small non-accelerated filers” would benefit from extended periodic report filing deadlines.
• Large Accelerated Filer Threshold Raised: The large accelerated filer public float threshold would be raised from $700 million to $2 billion. All other filers would fall into the non-accelerated filer category and benefit from a meaningfully reduced disclosure and reporting regime.
• IPO On-Ramp: A company would not become a large accelerated filer for at least 60 months following its initial public offering (“IPO”) regardless of its public float, effectively providing it with an “IPO on-ramp” to stabilize and grow while benefiting from scaled disclosure and other accommodations.
• Reduced Auditor Attestation Burden: Non-accelerated filers would not be required to obtain an auditor attestation of management’s assessment of the effectiveness of internal control over financial reporting required by Section 404(b) of the Sarbanes-Oxley Act.

Registered Offering Reform Proposal

Form S-3 Eligibility Expanded

The Registered Offering Reform proposal would expand Form S-3 eligibility criteria by eliminating the requirement in current General Instruction I.A.3(a) of Form S-3 that an issuer must have been a reporting company and filed all material required to be filed under Sections 13, 14, or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) for at least 12 calendar months immediately preceding the filing of a Form S-3 registration statement. The proposal 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. The proposed amendments to the shelf eligibility requirements mean that a company with a public float less than $75 million would no longer be subject to the baby shelf rule limiting the amount of securities the company can sell to no more than one-third of its public float in any rolling 12-month period. The SEC estimates that these changes could increase the number of issuers eligible to offer an unlimited amount of securities on Form S-3 by more than 60%.

Notwithstanding the foregoing, 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,” including blank check issuers, certain shell companies, penny stock issuers and issuers subject to certain bad actor disqualification provisions.

Furthermore, the SEC noted that the loss of Form S-3 eligibility can be “a disproportionately harsh consequence for a single untimely filing during a 12-month period” and, 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. Where Rule 12b-25 applies, the seven calendar days would still be calculated from the original due date of the report and not the due date as extended by Rule 12b-25. This accommodation would not be available to issuers that omit Part III information from Form 10-K and do not file that information within the prescribed 120‑calendar-day period after fiscal year end. If an issuer fails to file the Part III information in a definitive proxy statement or an amendment to its Form 10-K within 120 calendar days, the Form 10-K would be considered untimely. The proposed seven-day period would apply to the original Form 10-K due date and not to the end of the 120-day period provided by General Instruction G(3) to Form 10-K.

The proposal also eliminates the electronic filing and XBRL interactive data file requirements in General Instructions I.A.7(a) and (b) of Form S-3 and the “failures to make payments and defaults” requirements in General Instruction I.A.4 of Form S-3, such that compliance with these requirements would no longer be necessary to be eligible to use Form S-3.

Replacing the WKSI Framework – New ELI and SELI Categories

Currently, WKSI status provides issuers with significant offering flexibility, including automatic shelf registration. Under the proposed framework, the benefits of WKSI status (including automatic effectiveness) would no longer depend on an issuer’s public float or amount of registered debt issued, but rather on compliance with Exchange Act reporting requirements and having listed common equity securities. Specifically, the proposal would replace the existing WKSI framework for domestic issuers (which ties to, among other things, an issuer having a public float of $700 million or $1 billion in registered debt offerings over the past three years) with two new Rule 405 categories:

• Eligible Listed Issuer (“ELI”): An issuer that meets Form S-3’s proposed registrant requirements and has at least one class of common equity listed on a national securities exchange.
• Seasoned Eligible Listed Issuer (“SELI”): An issuer that is an ELI and has been subject to Exchange Act reporting for at least 12 calendar months.

Under the Registered Offering Reform proposal, both ELIs and SELIs would gain access to most benefits currently reserved for WKSIs, including pre-filing communications (Rules 163, 163A), post-filing free writing prospectuses (Rule 164), the ability to register additional securities via post-effective amendments (Rule 413), the ability to omit certain information from base prospectuses (Rule 430B(a)), and pay-as-you-go registration fee payments (Rules 456(b)/457(r)). Only SELIs would be eligible for automatic shelf registration—the ability to file registration statements that become effective immediately upon filing without SEC staff review. This seasoning requirement would enable the SEC to monitor an issuer’s reporting compliance for a year before such issuer may file automatically effective shelf registration statements. All Form S-3 eligible issuers (even those that are not ELIs or SELIs) would benefit from the SEC’s research report exemption (Rule 139), the ability to omit selling security holder information (Rule 430B(b)), and the ability to use free writing prospectuses without an accompanying prospectus (Rule 433). The WKSI definition would be retained only for foreign private issuers.

The determination date for whether a domestic issuer qualifies as an ELI or SELI would be the latest of:

• The date the issuer files a registration statement on Form S-3;
• The date of the most recent amendment to a Form S-3 made to comply with section 10(a)(3) of the Securities Act (or if such amendment has not been made within the time period required by section 10(a)(3), the date on which such amendment is required); or
• If the issuer has not filed or amended a registration statement to comply with section 10(a)(3) of the Securities Act for 16 months, the date of filing its most recent annual report on Form 10-K or Form 20-F (or if such report has not been filed by its due date, such due date).

An issuer would remain eligible to avail itself of these benefits until the next determination date, regardless of intervening events that might otherwise cause the issuer to lose ELI or SELI status between determination dates.

Form S-1 Modernization

Currently, Form S-1 limits the ability to backward incorporate by reference to issuers that, among other things, have filed an annual report for their most recently completed fiscal year, and it does not permit issuers other than smaller reporting companies to forward incorporate information by reference into Form S-1 that is filed after the effective date. The Registered Offering Reform proposal would allow domestic issuers to incorporate information by reference (both forward and backward) into Form S-1 irrespective of these requirements.

State Securities Law Preemption

The Registered Offering Reform proposal would define “qualified purchaser” for purposes of Section 18(b)(3) of the Securities Act to preempt state securities law registration and qualification requirements for all registered offerings—not just those involving exchange-listed securities. This would eliminate “blue sky” registration burdens for registered offerings of unlisted securities, which is particularly significant for business development companies and non-traded real estate investment trusts (REITs). Following a registered offering, the relevant issuer would be subject to Section 13 or 15(d) of the Exchange Act and, as a result, secondary sales of the securities that are exempt pursuant to Section 4(a)(1) or 4(a)(3) of the Securities Act would be exempt from state securities law registration and qualification requirements pursuant to Section 18(b)(4)(A) of the Securities Act as long as the issuer continues to file reports under Section 13 or 15(d). In connection with this proposed change, the SEC noted that registered offerings are not geographically limited under the federal securities laws and often involve offers and sales to investors without regard to their location. As such, registered offerings are inherently national in nature, which can make the review and qualification of registered offerings a difficult and inefficient task to conduct on a state-by-state basis.

Additional Proposed Changes

• 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.
• Registered Non-Variable Annuity Advertising: Insurance companies would be permitted to engage in broad-based advertising for registered non-variable annuities in reliance on Rule 482.
• Expanded Ability to Use Form N-2: A broader group of business development companies and registered closed-end funds would have the ability to use the short-form registration statement on Form N-2 and their access to many existing WKSI benefits would be expanded.
• Elimination of income conditions for age of financial statements. 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, would be eliminated under the proposed rules.

Filer Status Simplification Proposal

Two Primary Filer Categories

Under the Filer Status Simplification proposal, the current five (sometimes overlapping) filer status categories—large accelerated filer, accelerated filer, non-accelerated filer, smaller reporting company, and emerging growth company—would be consolidated into two primary categories: large accelerated filers (“LAFs”) and non-accelerated filers (“NAFs”). All issuers that are not LAFs under the increased threshold for being a LAF (see below) would be NAFs and would subject to the less burdensome disclosure requirements discussed below. Additionally, companies would remain NAFs for at least five years after becoming subject to SEC reporting requirements.

Large Accelerated Filer Definition Revised

The proposed rule would significantly change the definition of a “large accelerated filer” in Rule 12b-2. Specifically, the LAF public float threshold would be raised from $700 million to $2 billion. The public float calculation would use the average stock price over the last 10 trading days of the second fiscal quarter (rather than the single-day measurement currently used), and a company would need to meet the $2 billion threshold as of the end of its two most recent second fiscal quarters (i.e., for two consecutive fiscal years) before transitioning to LAF status (and would similarly need to fall below that threshold for two consecutive years to lose its LAF status). In addition, the amount of time that a company must have been subject to Exchange Act reporting requirements before qualifying for classification as a large accelerated filer would be increased from 12 calendar months to at least 60 consecutive calendar months (5 years). The SEC estimates that approximately 19.2% of public companies would be LAFs (compared to 35.4% today), meaning approximately 80.8% of public companies would be NAFs.

Small Non-Accelerated Filer (“SNF”) Subcategory. NAFs with total assets of $35 million or less (measured at end of two most recent second fiscal quarters) would receive extended filing deadlines for their periodic reports: 120 days for Form 10-K (vs. 90 days) and 50 days for Form 10-Q (vs. 45 days). A registrant would determine its filer status annually, as of the last day of its fiscal year. If a registrant reports total assets of $35 million or less as of the end of each of its two most recent second fiscal quarters (e.g., June 30 for a calendar year end registrant), the extended SNF deadlines would apply beginning with the annual report on Form 10-K for the year for which filer status was determined. As proposed, a new registrant reporting total assets at or below the threshold would be an SNF upon registration if, in its initial registration statement, it reported total assets of $35 million or less in its financial statements in each of its two most recent fiscal year balance sheets.

Non-Accelerated Filers – Broad Scaled Disclosure

Under the Filer Status Simplification proposal, registrants that qualify as NAFs would be subject to certain scaled disclosure and financial statement requirements currently available to smaller reporting companies and emerging growth companies. These disclosure accommodations for NAFs include:

• A more limited description of the business under Item 101 of Regulation S-K;
• Only two years of MD&A under Item 303 of Regulation S-K;
• Two (instead of three) years of summary compensation table information pursuant to Item 402 of Regulation S-K;
• Executive compensation disclosure regarding three (instead of five) named executive officers pursuant to Item 402 of Regulation S-K; and
• The omission of the following items:
  • Risk factor disclosure in Forms 10-K and 10-Q pursuant to Item 105 of Regulation S-K;
  • Performance graph disclosure pursuant to Item 201(e) of Regulation S-K, except in the case of NAFs that are investment companies; 
  • Supplementary financial information pursuant to Item 302(a) of Regulation S-K;
  • Quantitative and qualitative disclosures about market risk pursuant Item 305 of Regulation S-K; 
  • Compensation discussion and analysis (CD&A), compensation policies and practices related to risk management, pay ratio disclosure, and specified 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 pursuant to Item 402 of Regulation S-K; 
  • Pay versus performance disclosure pursuant to Item 402(v) of Regulation S-K;
  • Disclosure regarding 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 pursuant to Item 402 of Regulation S-K;
  • Policies and procedures for the review, approval, or ratification of related party transactions pursuant to Item 404(b) of Regulation S-K;
  • Compensation Committee Interlocks and Insider Participation disclosure, and Compensation Committee Report disclosure pursuant to Items 407(e)(4) and (e)(5) of Regulation S-K; 
  • Audit committee financial expert disclosure in a registrant's first annual report; 
  • Disclosure regarding certain payments made by resource extraction issuers; and
  • Auditor attestation of management’s assessment of the effectiveness of internal control over financial reporting required by Section 404(b) of the Sarbanes-Oxley Act (“SOX”).

The release notes that Item 404(d) of Regulation S-K currently imposes a more stringent threshold for disclosure by smaller reporting companies of related party transactions. The proposed rules would remove Item 404(d). Moreover, all NAFs would be required to disclose material unresolved staff comments received at least 180 days before the fiscal year end.

In addition to the above, the proposed rules would permit NAFs to prepare their financial statements in accordance with Article 8 of Regulation S-X (the rules currently applicable to smaller reporting companies), with certain exceptions, such as business development companies and face-amount certificate companies. Specifically, NAFs would be permitted to:

• Apply the form and content requirements of Article 8, with a few 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, 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.

Furthermore, 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, which is consistent with the accommodation currently available to emerging growth companies.

Foreign Private Issuers. The new LAF/NAF definitions would not apply to foreign private issuers.

Filing Deadlines and Transition

Filing Deadlines. NAF filing deadlines would be within 90 days of period-end for Form 10-K and within 45 days of period-end for Form 10-Q. SNFs filing deadlines would be within 120 days of period-end for Form 10-K and within 50 days of period-end for Form 10-Q. LAF deadlines remain unchanged: Form 10-K and Form 10-Q would be due within 60 days and 45 days, respectively, of period-end.

Transition. Existing registrants would assess filer status at any time after effectiveness of final rules, looking back to the end of their fiscal year prior to effectiveness. The assessment must be completed no later than the day prior to the last day of their fiscal year in which the final rules go into effect. For example, if final rules are adopted and become effective on January 15, 2027, then existing calendar year-end registrants would be required to assess their filer status as of December 31, 2026 no later than December 30, 2027, but would be permitted to complete such assessment as of any date between January 15 and December 30, 2027.

A registrant that qualifies as an NAF after its initial filer status assessment can avail itself of the scaled disclosure and other accommodations available to NAFs in its next Securities Act or Exchange Act filing made after the assessment is completed. A registrant that meets the proposed SNF requirements could avail itself of the filing deadlines available to SNFs in its next Form 10-Q or Form 10-K filing made after the initial filer status assessment is completed.

Key Takeaways for Public Companies

1. Companies should monitor their filer status under the proposed framework. Current accelerated filers and LAFs with less than $2 billion in public float could become NAFs with access to significant scaled disclosure accommodations and the exemption from the SOX 404(b) auditor attestation requirement.
2. Newly public and smaller companies would benefit most. Immediate eligibility for Form S-3 shelf registration, combined with a minimum five-year on-ramp before LAF obligations could apply, would meaningfully reduce both offering costs and ongoing compliance burdens during the critical early years as a public company.
3. Reduced Disclosure Burden and Enhanced Predictability for Many Filers. If adopted, approximately 80.8% of public companies today would be classified as NAFs under the new filer category framework, which would allow many companies that currently are not afforded the accommodations provided to emerging growth companies and smaller reporting companies to pare back their existing disclosures and potentially incur cost savings. Moreover, while companies would continue to assess their filer status annually, they would not be at risk of falling in or out of a particular category based on where their public float was on June 30 of a given year, given the requirement that the relevant threshold be met for two consecutive years. This would give issuers visibility into any changed reporting obligations in advance and more time to prepare for any internal controls or other changes it would need to put in place.
4. De-SPAC companies stand to gain. For purposes of Form S-3, an issuer would not be considered a shell company solely because it or a predecessor was a special purpose acquisition company (“SPAC”) during the past three years, allowing post-de-SPAC companies to use Form S-3 if they are not shell companies at the time of filing.
5. Companies should weigh the practical implications of forgoing a SOX 404(b) attestation. While the exemption offers cost savings, companies should be prepared to explain that decision to investors and proxy advisory firms. Voluntary attestation remains available.
6. Public Float No Longer the Gatekeeper for Enhanced Communication and Registration Benefits. Under the ELI/SELI framework, having common equity listed on a national securities exchange—rather than meeting a public float threshold—becomes the primary determinant of eligibility for the most significant enhanced communication and registration benefits.
7. Companies should monitor the comment process and prepare for potential adoption. The public comment period for the Registered Offering Reform proposal and the Filer Status Simplification proposal will remain open until July 27, 2026 and July 20, 2026, respectively, and final rules could be adopted before the end of the year with impacts on registered offerings and reporting in 2027. Companies and their advisors should begin evaluating the potential impacts now.

For additional information about any of the above developments, or to discuss any questions that you may have, please contact a member of Maynard Nexsen’s Public Company Advisory Group.

This Client Alert is for information purposes only and should not be construed as legal advice. The information in this Client Alert is not intended to create and does not create an attorney-client relationship.

^{[1] Release No. 33-11418, Registered Offering Reform (May 19, 2026), available at https://www.federalregister.gov/documents/2026/05/26/2026-10373/registered-offering-reform#citation-437-p31077.
[2] U.S. Securities and Exchange Commission, Press Release No. 2026-46, SEC Proposes Transformative Reforms to Help Public Companies Conduct Registered Offerings and Simplify Reporting Requirements (May 19, 2026), available at https://www.sec.gov/newsroom/press-releases/2026-46-sec-proposes-transformative-reforms-help-public-companies-conduct-registered-offerings-simplify.
[3] Release No. 33-11419, Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies (May 19, 2026), available at https://www.federalregister.gov/documents/2026/05/21/2026-10222/enhancement-of-emerging-growth-company-accommodations-and-simplification-of-filer-status-for.
[4] U.S. Securities and Exchange Commission, Statement on Proposing Releases for Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies, and Registered Offering Reform (May 19, 2026), available at https://www.sec.gov/newsroom/speeches-statements/atkins-statement-on-proposing-releases-for-enhancement-of-emerging-growth-company-accommodations-and-simplification-of-filer-status-for-reporting-companies-and-registered-offering-reform-051926.}