SEC Proposes Major Reforms to Registered Offerings and Public Company Reporting Framework

On May 19, 2026, the Securities and Exchange Commission (SEC) proposed two companion rulemakings that together would represent the most significant overhaul of the public company registration and reporting framework since the Securities Offering Reform of 2005. Both proposals are part of Chairman Paul Atkins’ endeavor to “make IPOs great again” by reducing the regulatory burdens of being a public company and incentivizing companies to go and stay public.

The first proposal (Release No. 33-11418) would expand access to Form S-3 shelf registration, replace the well-known seasoned issuer framework for domestic issuers with a new tiered structure tied to exchange listing rather than market capitalization, preempt state blue-sky requirements for all registered offerings, and modernize Form S-1. The second (Release No. 33-11419) proposes collapsing the current five-tier filer status system into two categories and extending the scaled disclosure accommodations currently available only to smaller and emerging companies to most reporting companies.

Part I: Registered Offering Reform

Expanded Form S-3 Eligibility

Form S-3 is the short-form registration statement that permits eligible issuers to incorporate their Exchange Act reporting by reference and conduct shelf offerings without undergoing SEC staff review once the S-3 is declared effective. The form’s efficiency makes it the foundational tool for most registered capital-raising activity, such as follow-on offerings and at-the-market programs.

The proposal would eliminate two significant requirements for Form S-3 eligibility. The first is that issuers must have been subject to the Exchange Act reporting requirements for at least 12 months before filing on Form S-3. This requirement makes newly public companies ineligible to use Form S-3 for at least 12 months after their IPO.

The second requirement to be eliminated is that issuers with a public float below $75 million are limited in their use of Form S-3 to offering no more than one-third of their public float during any rolling 12-month period (also known as the “baby shelf” rule). For many smaller companies, this constraint makes Form S-3 challenging for primary offerings of meaningful size.

Further, the proposal would expand the pool of companies for which broker-dealers can publish research reports during a registered offering, as the Rule 139 safe harbor for research is conditioned on the issuer’s Form S-3 eligibility.

Under the proposal, Form S-3 would be available to any reporting company that is current and timely in its Exchange Act filings and is not an “ineligible issuer” under Exchange Act Rule 405, regardless of reporting history or public float. The SEC estimates that the proposal would increase by more than 60% the number of issuers eligible to offer an unlimited amount of securities on Form S-3.

A New Tiered Framework: Exchange-Listed Issuers and Seasoned Exchange-Listed Issuers

Since 2005, many offering-process benefits have been reserved for “well-known seasoned issuers” (WKSIs) — issuers with $700 million or more in public float (or $1 billion in registered nonconvertible debt issuances over the prior three years). Under the proposal, the WKSI designation for domestic issuers would be replaced by two new categories tied to exchange listing and minimal reporting history rather than market capitalization: exchange-listed issuer (ELI) and seasoned exchange-listed issuer (SELI).

An ELI is any Form S-3-eligible issuer that has at least one class of common equity securities listed on a national securities exchange. A SELI would be an ELI that has additionally been subject to Exchange Act reporting requirements for at least 12 months. Both ELIs and SELIs would gain access to the following enhanced registration and communication benefits currently reserved for WKSIs:

• The ability to omit certain information from base prospectuses;
• Greater flexibility for pre-filing and post-filing offering communications (including pre-filing written offers and free-writing prospectuses); and
• Expanded flexibility to add securities and eligible subsidiaries via post-effective amendment.

In addition, SELIs would be able to use automatic shelf registration statements and pay filing fees on a “pay-as-you-go” basis, similar to WKSIs under the current regime. This change would enable access to the capital markets on short notice without waiting for SEC staff review.

Under the proposal, approximately 74% of all Exchange Act reporting issuers would qualify as SELIs, compared with approximately 36% that currently qualify as WKSIs.

Form S-1 Modernization

For companies that cannot use Form S-3, Form S-1 is the default registration statement. The proposal would expand issuers’ ability to incorporate by reference information filed before and after the Form S-1 is declared effective.

• Backward incorporation. The proposal would permit backward incorporation by reference at any point in an issuer’s reporting life, regardless of the issuer’s reporting history. Currently, an issuer may incorporate previously filed Exchange Act reports into a Form S-1 only if it has already filed a Form 10-K for its most recently completed fiscal year.
• Forward incorporation. The proposal would extend forward incorporation to all issuers meeting Form S-1’s incorporation-by-reference conditions, regardless of filer status. Currently, only smaller reporting companies may forward incorporate by reference into Form S-1. Through forward incorporation, an issuer can automatically update a Form S-1 registration statement with Exchange Act reports filed after the registration statement’s effective date, without the need for additional filings, such as a post-effective amendment.

Preemption of State Blue-Sky Requirements for All Registered Offerings

The SEC also proposed significantly expanding the preemption of state “blue sky” requirements to cover all registered offerings. The proposal would amend the “qualified purchaser” definition under Section 18(b)(3) of the Securities Act to cover purchasers in any registered offering, regardless of whether the securities are exchange-listed. Currently, preemption does not apply to registered offerings of unlisted securities, such as registered debt offerings or registered direct offerings of a class of common stock that is not listed on an exchange. The proposal thus would eliminate the multistate blue-sky compliance burden for all registered offerings.

Practical Considerations for Registered Offering Reform

• Newly public companies. The elimination of the 12-month Form S-3 seasoning requirement means that a company can potentially access shelf registration as soon as it goes public. Companies that anticipate follow-on capital needs in the first year after their IPO can plan for immediate Form S-3 availability if the proposal is adopted, including for purposes of establishing at-the-market programs. Newly public companies would also be able to register secondary offerings of securities on Form S-3 within the first year after their IPO instead of including those shares in their IPO prospectus, if desired.
• Limitations on ATM Offerings. The proposal would limit ATM offerings to classes of securities listed on a national securities exchange or traded on a market designated by the SEC based on certain criteria. Such criteria include the market’s information-reporting requirements, minimum bid-price requirements, and minimum public-float requirements. The purpose of these limitations is to balance the expansion of access to ATM offerings with investor protection.
• Sub-$75 million float companies. Smaller public companies currently limited by the “baby shelf” rule would no longer have to wrestle with raising capital in small increments. Under the proposal, a sub-$75 million float company would be able to use Form S-3 for a primary offering of any size, subject only to market absorption and not regulatory caps.
• Automatic shelf for exchange-listed companies. Under the proposal, any exchange-listed company that has been reporting for 12 months would qualify as a SELI and could file an automatic shelf registration. This change would enable mid- and small-cap companies with floats well below $700 million to access the public markets on short notice without first filing a shelf registration statement subject to SEC staff review. Issuers who become eligible for an automatic shelf under the proposal would likely be able to include in the new automatic shelf securities from an ongoing offering that was registered on an existing non-automatic Form S-3, as envisioned in Securities Act Rules CFI Question 240.13.

Part II: Filer Status and Disclosure Reform

The New Two-Category Framework

The proposal replaces the existing five-tier filer-status framework consisting of large accelerated filers (LAFs), accelerated filers (AFs), nonaccelerated filers (NAFs), smaller reporting companies (SRCs), and emerging growth companies (EGCs) with two categories: LAFs and NAFs. The AF and SRC designations would be eliminated entirely. The EGC statutory status is preserved, but because the proposal extends EGC accommodations to all NAFs, the EGC status is essentially subsumed into the NAF status.

If the proposal were implemented today, approximately 19% of current public companies would qualify as LAFs (down from 35%), while LAFs would continue to represent approximately 93.5% of total public float.

Large Accelerated Filer: Raised Thresholds and New Seasoning Requirements

The proposal tightens the requirements for LAF status in four respects.

• The LAF public float threshold would increase from $700 million to $2 billion.
• Public float would be calculated based on the average closing price over the last 10 trading days of the company’s second fiscal quarter.
• A company would need to meet the $2 billion threshold for two consecutive fiscal years to qualify as a LAF.
• A company cannot become an LAF until it has at least 60 consecutive months of Exchange Act reporting history.

For example, a calendar-year company that reaches at least $2 billion in public float at the end of its second fiscal quarter in 2026 and 2027 would become an LAF as of the last day of its fiscal year 2027. That company would be required to comply with the LAF requirements beginning with its Form 10-K for fiscal year 2027, which would be filed in the spring of 2028. Similarly, for a company to transition from LAF to NAF, the company’s public float must be below $2 billion at the end of its second quarter for two consecutive years.

Meanwhile, no newly public company could be subject to full LAF obligations for at least five years after its IPO, regardless of market capitalization.

Forms 10-K and 10-Q for LAFs would be due 60 days and 40 days after fiscal year-end and quarter-end, respectively. These deadlines are the same as for LAFs under the current rules.

Non-Accelerated Filer: Section 404(b) Relief and Scaled Disclosures

All registrants that are not LAFs would be classified as NAFs. Currently, about 12.7% of reporting companies are accelerated filers and thus subject to the auditor-attestation requirements for internal control over financial reporting (ICFR) under Section 404(b) of the Sarbanes-Oxley Act. Those companies would become NAFs under the proposal and be exempt from Section 404(b). Companies that currently are classified as LAFs with public floats between $700 million and $2 billion would also transition to NAF status (about 16% of registrants currently).

All NAFs would be entitled to the scaled disclosure and other accommodations currently available only to SRCs and EGCs. Key accommodations include:

• Exemption from the ICFR auditor-attestation requirement of Section 404(b).
• Two years (rather than three) of audited financial statements in annual reports and registration statements, with correspondingly reduced Regulation S-X presentation requirements.
• Two years of MD&A (rather than three).
• No say-on-pay or say-on-frequency shareholder advisory votes.
• Scaled executive compensation disclosure, including elimination of the pay-versus-performance table currently required of non-SRC, non-EGC filers.
• Scaled business-description requirements under Regulation S-K.
• Deferred adoption of new or revised accounting standards, extended as a time-limited IPO on-ramp to all newly public companies for a minimum of five years.

Forms 10-K for NAFs would be due 90 days after fiscal year-end, and Forms 10-Q would be due 45 days after quarter-end. These deadlines are the same as for nonaccelerated filers under the current regime.

Small Non-Accelerated Filer Subcategory

The proposal creates a subcategory of “small nonaccelerated filers” (SNFs) consisting of NAFs with total assets of $35 million or less for each of the two most recently completed fiscal years. SNFs would receive extended periodic-report filing deadlines: 120 days (rather than 90 days) for Form 10-K annual reports, and 50 days (rather than 45 days) for Form 10-Q quarterly reports. The commission estimates that approximately 18% of all current public companies would qualify as SNFs (about 22% of NAFs under the proposal).

A New Obligation: Unresolved Staff Comments

Alongside these accommodations, the proposal would impose one new disclosure obligation on NAFs. NAFs would be required to include in their Form 10-K or Form 20-F the substance of any material unresolved written comments received from the SEC staff not fewer than 180 days before the end of the fiscal year covered by the report. This disclosure is currently required only of LAFs and AFs. Companies with active or recently closed Division of Corporation Finance comment-letter processes should be aware of this new requirement when evaluating the practical effect of a transition to NAF status.

Practical Considerations for Filer Status Reform

Companies that currently qualify as accelerated filers and those LAFs with public float between $700 million and $2 billion should expect significant changes to their reporting obligations. The most immediate practical consequence for these companies is elimination of the Section 404(b) auditor-attestation requirement.

This subset of companies would also benefit from the scaled-disclosure requirements now available to SRCs. Therefore, companies should review their current disclosure framework against the SRC scaled-disclosure requirements to identify scaled disclosures they would be entitled to use. In this regard, it may behoove companies to assess which disclosures are of particular interest to their investor base before omitting those disclosures under the new regime. Similarly, companies should consider whether certain disclosures should remain in place considering recent recommendations from proxy advisers.

Further, current accelerated filers would benefit from longer deadlines for their Forms 10-K and 10-Q. As NAFs under the proposed rules, their deadlines would increase from 75 to 90 days for Forms 10-K, and from 40 to 45 days for Forms 10-Q.

The 60-month seasoning requirement structurally eliminates the risk of an early LAF designation for high-growth companies that go public at scale, such as unicorns. Newly public companies would be guaranteed a minimum five-year period subject only to NAF requirements regardless of public float, including scaled disclosure requirements, the Section 404(b) exemption, and deferred adoption of new accounting standards.

Next Steps

The comment period for both proposals closes 60 days after publication of the respective proposing releases in the Federal Register. Companies and other industry participants are welcome to submit comments expressing their views about either or both proposals. For example, companies that may be affected by either proposal, whether as newly public companies, companies approaching the $2 billion LAF threshold, or companies that conduct registered offerings of unlisted securities, should consider whether to engage.

Carlton Fields will continue to monitor developments and provide additional insights as both rulemakings proceed. If you have questions about how either proposal may affect your company’s reporting obligations, disclosure framework, or capital-raising program, please contact the author of this article.