On May 19, 2026, the Securities and Exchange Commission (SEC) proposed two rules, referred to as (i) the Registered Offering Reform Proposal and (ii) the Filer Status Proposal, which seek to promote capital formation through the public markets by amending Securities Act of 1933 (Securities Act) and Securities Exchange Act of 1934 (Exchange Act) rules and forms to enhance companies’ ability to conduct registered offerings, to simplify the filer status framework, and to extend scaled disclosure and reporting requirements to additional filers.

Registered Offering Reform

The Registered Offering Reform Proposal provides for sweeping amendments to certain Securities Act rules and forms with a goal to modernize and expand access to public capital markets for a broader range of issuers. Some of the more significant proposed changes are:

S-3 Eligibility Requirements

The proposed rules revise the eligibility requirements of the short form registration statement on Form S-3 to eliminate the requirements for (a) an issuer to have filed materials required by Sections 13, 14, or 15(d) of the Exchange Act at least 12 calendar months prior to the filing of the registration statement and (b) for the issuer’s public float or aggregate value of the voting and non-voting common equity held by non-affiliates to be $75 million or more. This proposed change would remove the “one-year seasoning” requirement and the threshold of a $75 million public float for an unlimited primary offering.

WKSI Definition

The proposed rules replace the well-known seasoned issuer (WKSI) definition with

1. eligible listed issuers or issuers which satisfy the proposed Form S-3 requirements and maintain listing of common equity securities on a national securities exchange, and
2. seasoned eligible listed issuers or issuers which satisfy the proposed Form S-3 requirements and have been subject to the Exchange Act reporting requirements for 12 months.

This proposed change will extend the registration and offering communication flexibilities that have long been held by WKSIs to a much broader group of issuers.

Form S-1 Incorporation by Reference

The proposed rules expand the ability to incorporate information by reference filed prior to the effective date of a Form S-1 to issuers (backward incorporation), regardless of whether they filed an annual report for the most recently completed fiscal year, and information filed after the effective date of the Form S-1 (forward incorporation) to issuers other than smaller reporting companies (SRCs). The goal of this proposed change is to reduce duplicative disclosures.

Grace Periods for Audited Financial Statements

The proposed rules extend the grace periods for audited financial statements required in a registration statement or proxy statement to align the timing of financial statements with annual reporting deadlines.

State Securities Law Preemption for Registered Offerings 

The proposed rules provide preemption from state securities law registration and qualification requirements for all registered offerings to reduce the burden and costs of compliance with multiple state requirements, given the expansive investor protections provided by federal securities laws.

Enhancement of Emerging Growth Accommodations and Simplification of Filer Status of Reporting Companies

The Filer Status Proposal amends Securities Act and Exchange Act rules and forms to streamline the filer status categories for reporting companies, extend accommodations and scaled disclosures primarily reserved for SRCs and emerging growth companies to non-accelerated filers (NAFs), and extend deadlines for periodic reporting for small NAFs as follows:

Large Accelerated Filer Status

The proposed rules raise the public float requirement for the large accelerated filer (LAF) status from $700 million to $2 billion, establish a new window for calculation of such public float based on the average price of voting and non-voting common equity held by non-affiliates during the last 10 trading days of the second fiscal quarter, increase the threshold for becoming a LAF to issuers subject to reporting requirements for at least five years, and permit transition in and out of the LAF filer status after the public float has been above or below the proposed public float threshold for two consecutive years. These changes would apply LAF requirements to only the largest issuers who are best positioned to bear the costs and burdens of non-scaled disclosure and shorter disclosure deadlines.

Accelerated Filer and Smaller Reporting Company Filer Statuses

The proposed rules eliminate the accelerated filer (AF) and SRC filer statuses to streamline overlapping filer statuses and further scale disclosures and other accommodations.

Non-Accelerated Filer Status

The proposed rules revise NAF status to consolidate all issuers that are not LAFs, and extend disclosure requirements for material unresolved staff comments applicable to LAFs and AFs, and scaled disclosure and accommodations in periodic reports applicable to SRCs and emerging growth companies, such as the following, to NAFs.

• Limited description of business
• Two years of management discussion and analysis of financial condition and results of operation
• Two years of summary compensation table information
• Executive compensation disclosure for three named executive officers
• Prepare financial statements in accordance with Article 8 of Regulation S-X
• No internal controls over financial reporting auditor attestation requirements
• No pay versus performance disclosure
• No shareholder advisory votes on executive compensation (say on pay), frequency on say on pay votes, and golden parachute compensation in connection with mergers and acquisitions, and related disclosure
• No risk factor disclosure
• No performance graph disclosure
• No supplementary financial information
• No quantitative and qualitative disclosure about market risk
• No compensation discussion and analysis, compensation policies and practices related to risk management, pay ratio disclosure, and specified executive compensation disclosure tables
• No policies and procedures for review, approval or ratification of related party transactions
• No compensation committee interlocks, and insider participation disclosure, and compensation committee report
• No audit committee financial expert disclosure in the first annual reports

Small Non-Accelerated Filer Status

The proposed rules create a new sub-category for small NAFs, which consists of NAFs with $35 million or less in total assets at the end of their two most recent second fiscal quarters which are eligible for extended filing deadlines for periodic reports (30 days for annual reports and five days for quarterly reports).

Key Takeaways

The Registered Offering Reform and Filer Status Proposals, if adopted, will have a significant impact on the thresholds for issuers to use registration statements such as Form S-3 and Form S-1 to conduct public offerings, as well as the filer status and corresponding disclosure requirements and accommodations available to reporting companies. These reforms are intended to encourage public capital formation by increasing efficiency, flexibility, and cost savings for public companies. Issuers should continue to monitor developments in these proposed rules and take advantage of the public comment periods (within 60 days of the publication of the proposals in the Federal Register) to provide meaningful feedback to the SEC.