SEC Proposes Significant Amendments to the Registered Offering and Public Company Reporting Framework

Summary

On May 19, 2026, the U.S. Securities and Exchange Commission (SEC) proposed significant amendments to the registered offering and public company reporting framework that, if adopted, would represent the most substantial modernization of the capital markets regulatory regime since the Jumpstart Our Business Startups Act (JOBS Act).

The proposals are intended to expand access to capital markets, simplify filer classifications, and reduce compliance burdens for reporting companies. Key proposed changes include expanded Form S-3 eligibility, broader access to shelf registration and offering communication accommodations, modernization of Form S-1 incorporation by reference rules, and increased flexibility relating to financial statement requirements.

The SEC also proposed major revisions to the filer status framework, including increasing the large accelerated filer threshold from $700 million to $2 billion, eliminating the accelerated filer and smaller reporting company categories, and exempting most non-accelerated filers from the auditor attestation requirements under Section 404(b) of the Sarbanes-Oxley Act.

If adopted, the proposals could significantly affect capital raising strategies, disclosure obligations, and public company compliance costs, particularly for smaller issuers, emerging growth companies, and newly public companies.

I.  Expansion of Form S-3 Eligibility

One of the most consequential aspects of the proposal is the SEC’s effort to broaden access to Form S-3 registration statements for issuers. Under the proposed amendments, issuers would no longer be required to have been subject to the Securities Exchange Act of 1934 (Exchange Act) reporting obligations for at least 12 months before becoming eligible to use Form S-3 (referred to as the “seasoning rule”). The proposal eliminates certain transaction-based limitations currently embedded in Form S-3, including the requirement that issuers maintain at least $75 million in public float in order to register unlimited primary offerings.

Issuers would still be required to remain current in their Exchange Act reporting obligations and would continue to be subject to the existing “ineligible issuer” framework.

If adopted, these changes could significantly increase the number of issuers able to conduct shelf offerings and other capital raises through Form S-3, thereby enhancing financing flexibility for companies seeking access to recurring capital.

II.  Extension of Shelf Registration and Communication Flexibilities

The proposal would also expand several offering-related benefits that are currently reserved primarily for well-known seasoned issuers (WKSIs).

Under the proposed framework, issuers that are Form S-3 eligible and maintain a class of common equity listed on a national securities exchange would become eligible for greater flexibility in offering communications and expanded access to streamlined shelf registration processes. Automatic shelf registration (ASR) would remain limited to issuers with at least 12 months of Exchange Act reporting history. However, the size requirements for ASR eligibility (generally determined by non-affiliate public equity float or the principal amount of non-convertible debt outstanding) would be eliminated.

According to the SEC, the proposed revisions could materially increase the number of issuers eligible to utilize these streamlined offering mechanisms.

III.  Modernization of Form S-1 Incorporation by Reference

The SEC also proposes modernizing Form S-1 by significantly expanding the ability of issuers to incorporate previously filed information by reference in follow-on offerings. For example, former blank check reporting companies, which include companies that went public via a “deSPAC” merger, are currently restricted in their ability to incorporate Exchange Act reports into Form S-1 registration statements. The proposed amendments would permit broader “forward incorporation” and “backward incorporation” practices on par with S-3 issuers. As a practical matter, these revisions could reduce duplicative disclosure obligations and lower drafting and compliance costs for issuers conducting registered offerings or resale registration obligations under Form S-1.

IV.  Federal Preemption of State Registration Requirements

Another notable proposal would define “qualified purchaser” under Section 18(b)(3) of the Securities Act in a manner that would preempt state securities law registration and qualification requirements for all registered offerings, including offerings involving unlisted securities. Currently, federal preemption exists only for securities listed on a national exchange. The proposal is intended to streamline offering compliance by reducing the need for issuers to navigate separate state-level securities registration regimes.

V.  Financial Statement Timing Flexibility

The SEC additionally proposes revisions that would eliminate certain income-based restrictions affecting the timing of audited financial statement inclusion in registration statements and proxy materials.

Smaller reporting companies and certain reporting issuers would receive expanded flexibility regarding when audited annual financial statements must be included in offering materials. The SEC has indicated that the amendments are intended to reduce transactional delays and compliance costs associated with securities offerings.

Proposed Revisions to Filer Status Framework

I.  Increase to Large Accelerated Filer Thresholds

The SEC’s second proposal focuses on restructuring the filer status regime applicable to reporting companies. The SEC proposes increasing the public float threshold for large accelerated filer (LAF) status from $700 million to $2 billion, and companies would be required to satisfy the threshold for two consecutive years.

The proposal would also require companies to have at least 60 months of Exchange Act reporting history before qualifying as LAFs, effectively creating a five-year transition period for newly public companies, regardless of the size of the public float or any other measurement. Significantly, once eligible for LAF status, the ongoing annual year-end evaluation and determination of LAF status at the end of the most recently completed second fiscal quarter would be eliminated. Taken together, these revisions are intended to create greater stability and predictability in filer status determinations while reducing regulatory burdens for issuers experiencing temporary fluctuations in market capitalization.

II.  Simplification of Filer Categories

The SEC further proposes eliminating the accelerated filer and smaller reporting company (SRC) categories altogether.

Under the revised framework, issuers generally would be classified either as large accelerated filers or non-accelerated filers (NAF). Importantly, NAFs would continue to benefit from many accommodations currently available to SRCs and emerging growth companies, including scaled executive compensation disclosure requirements and reduced financial statement obligations.

III.  Auditor Attestation Relief

One of the most impactful aspects of the proposal is the SEC’s treatment of internal control attestation requirements.

Under the proposed amendments, NAFs would not be required to obtain an independent auditor attestation regarding internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act.

For many reporting companies, this change could substantially reduce annual compliance costs associated with public company reporting obligations.

IV.  New “Small NAF” Category

The proposal would also establish a new category of “small non-accelerated filers” for companies with total assets of $35 million or less over the preceding two fiscal years. These issuers would receive additional time to file periodic reports, including extended deadlines for both Form 10-K and Form 10-Q filings.

Practical Considerations and Next Steps

The proposals remain subject to a 60-day public comment period and may be revised prior to adoption. Nevertheless, public companies and companies preparing for public offerings should begin evaluating the potential implications of the proposed rule changes.

In particular, issuers should assess whether the proposals could:

• Expand eligibility for Form S-3 or shelf registration
• Improve access to at-the-market or follow-on offerings
• Reduce public company compliance costs
• Affect disclosure controls and reporting timelines
• Alter long-term capital markets planning strategies

Until final rules are adopted, companies should continue operating under the current regulatory framework while monitoring developments in the SEC rulemaking process. In particular, issuers should pay close attention to the reaction of the investor community to these proposals.

© Arnold & Porter Kaye Scholer LLP 2026 All Rights Reserved. This Advisory is intended to be a general summary of the law and does not constitute legal advice. You should consult with counsel to determine applicable legal requirements in a specific fact situation.