On May 19, 2026, the SEC published two significant rule proposals that, if adopted, would fundamentally alter the reporting framework for public companies and broaden access to streamlined registration processes. The comment period for these proposals is 60 days. Below is our summary of the key highlights.

Proposed Amendments to the Public Company Filer Status Reporting Framework

The first proposal (full text here) would dramatically simplify the SEC’s filer classification system and extend disclosure accommodations to a much larger group of public companies. The fact sheet highlights several notable changes.

• Raising the Large Accelerated Filer Threshold. The proposal would raise the public float threshold for becoming a large accelerated filer (“LAF”) from $700 million to $2 billion. Public float would be calculated based on the average stock price over the last 10 trading days of the second fiscal quarter, and a company would need to meet the threshold for two consecutive years before its filer status changes. The result is that most public companies would become non-accelerated filers (“NAFs”) and receive significant disclosure accommodations, as described below.
• 5-Year On-Ramp Before LAF Status Assessed. A company would need at least 5 years of Exchange Act reporting before it could become an LAF. This means a minimum of five years of emerging growth company benefits, compared to a maximum of five years under the current framework.
• Elimination of Intermediate Filer Categories. The proposal would eliminate the categories of “accelerated filer” and “smaller reporting company” entirely. All companies that are not LAFs would simply become NAFs. This new two-tier system would eliminate the current overlapping and misaligned filer categories and reduces the risk of inadvertently triggering or losing a filer status due to technical misapplication of the rules.
• New Sub-Category: Small Non-Accelerated Filers. The proposal would establish a new sub-category of small non-accelerated filers for companies with total assets of $35 million or less for the two most recent years. These filers would receive an additional 30 days to file Form 10-K annual reports and an additional five days to file Form 10-Q quarterly reports.
• Role Out EGC-Style Scaled Disclosures to Most Companies Under $2B in Public Float. Under the proposal, NAFs would receive the same disclosure scaling and accommodations currently available to smaller reporting companies and emerging growth companies, including:
  • No say-on-pay or say-when-on-pay shareholder advisory votes;
  • Omission of compensation discussion and analysis, compensation policies and practices related to risk management, pay ratio disclosure, grants of plan-based awards table, pension benefits table, option exercises and stock vested table, and nonqualified deferred compensation table;
  • Providing only two (instead of three) years of summary compensation table information and tabular and other compensation disclosure for three (instead of five) named executive officers;
  • Providing two (instead of three) years of audited financial statements, and preparing their financial statements in accordance with Article 8 of Regulation S-X;
  • No requirement to provide an auditor attestation with respect to internal control over financial reporting (ICFR); and
  • No requirement to disclose risk factors in periodic reports, a stock performance graph, or the quantitative and qualitative disclosures about market risk.

By The Numbers. If the proposed amendments were in place today, only 19.2% of current public companies would be LAFs (compared to 35.4% currently), and 80.8% would be non-accelerated filers. A total of 17.9% of public companies (or 22.2% of NAFs) would qualify as small NAFs.

Proposed Transition Period. The SEC is proposing that existing registrants as of the effective date of the rules would be required to assess their LAF or NAF status as of the end of their fiscal year prior to the effectiveness of the final rules. For example, if the SEC adopts final rules that become effective on Jan. 15, 2027, then existing calendar year-end registrants would be required to assess their filer status as of Dec. 31, 2026, no later than Dec. 30, 2027, and would be permitted to complete such assessment as of any date between Jan. 15 and Dec. 30, 2027. A registrant that qualifies as an NAF after its initial filer status assessment can avail itself of the scaling and other accommodations available to NAFs in its next Securities Act or Exchange Act filing made after the assessment is completed.

Proposed Amendments to Registered Offerings

The second proposal (full text here) would broaden the universe of issuers eligible to use Form S-3, make the shelf registration process more flexible, and ease the path to registered offerings for unlisted securities. Key highlights from the fact sheet include the following.

• Expanded Form S-3 Eligibility. The SEC is proposing to revise Form S-3’s eligibility requirements to allow a broader range of issuers to conduct offerings using the form, including delayed primary offerings (referred to as “shelf offerings”) and at-the-market (“ATM”) primary offerings. The proposal would eliminate the conditions that issuers be subject to Exchange Act reporting requirements for 12 months before using Form S-3 and that the issuer have at least $75 million in public float to register an unlimited amount of securities. The proposal would maintain the conditions that issuers be current and timely in Exchange Act reports, however. The SEC estimates these changes could result in a 60% increase in the number of companies eligible to use the Form S-3 shelf registration statement.
  • Built-In “Waiver” for an Untimely Exchange Act Filing. While the Form S-3 rules would maintain a requirement that the company be current in its Exchange Act reporting, it would hardwire into the form a “waiver” for a report that missed its original deadline so long as (i) the filing was made within seven calendar days of the original due date and (ii) the issuer made only one untimely filing during the preceding 12 months.
• Replacement of the WKSI Framework with New Issuer Categories. The proposal would replace the current well-known seasoned issuer (“WKSI”) framework with new issuer categories that extend WKSI-type benefits — including pay-as-you-go registration fees, automatic shelf registration statements, and the ability to add new classes of securities without SEC review — to any company eligible to use Form S-3 that has at least one class of common equity listed on a national securities exchange. For mid-cap companies that never achieved WKSI status under the old rules, this would unlock the same speed and flexibility in capital markets execution that their large-cap peers have long enjoyed.
  • The SEC is proposing to eliminate the WKSI definition (as it relates to all issuers other than foreign private issuers) and establish two new categories of issuers: Eligible Listed Issuer (“ELI”) and Seasoned Eligible Listed Issuer (“SELI”), both of which would be defined in Rule 405.
    • ELI – An issuer that meets Form S-3’s proposed registrant requirements and has at least one class of common equity securities listed on a national securities exchange. [H1]
    • SELI – An ELI that has been subject to the Exchange Act’s reporting requirements for a period of at least 12 calendar months.  
  • As a result, there would be three new tiers:
  • (1) Form S-3 eligible issuers, (2) ELIs, and (3) SELIs (the “top” tier of issuers under the registration framework).  Issuers that are not Form S-3 eligible would not be able to  use any of the enhanced registration and communication benefits. According to the SEC release, approximately 74% of Exchange Act reporting issuers in 2024 would qualify as SELIs.
• Modernization of Form S-1 with Backwards and Forward Incorporation by Reference. Issuers would have an enhanced ability to incorporate by reference (both backward and forward) into a Form S-1 registration statement.
• State Law Preemption for Any Registered Offering under the Securities Act of 1933. The proposal would preempt state law for registered offerings of even unlisted securities, compared to the current framework, which provides preemption only for listed securities. This is particularly significant for debt offerings, convertible securities, and structured products, where state-by-state compliance has long been a practical impediment.

Takeaways

Taken together, these proposals reflect a sea change in the existing registration and disclosure framework for today’s small and middle-market companies. Expanded use of Form S-3 registration statements (particularly automatic shelf registration statements) will allow these companies with a greater ability to take advantage of market opportunities and access capital.  And with respect to the filer status proposals, middle-market companies would have access to the scaled disclosure accommodations that have been widely embraced by investors and issuers alike through the emerging growth company framework. 

The proposed rules are subject to a 60-day notice-and-comment period. In the meantime, if you have any questions concerning the material discussed in this alert, please contact members of our Securities and Capital Markets practice group.