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On May 19, 2026, the U.S. Securities and Exchange Commission (SEC) proposed two significant rulemakings: 1) Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies (Filer Status Proposal) and 2) Registered Offering Reform (Registered Offering Reform Proposal). The following is a brief summary of each proposal, with more detailed client alerts to follow. Please also see the SEC’s Fact Sheets summarizing the proposals, available here and here.

1. Filer Status Proposal

The proposal would simplify the filer status framework and extend existing scaled disclosure requirements and accommodations to a larger number of public companies, an estimated 81 percent of all current public companies according to the proposal.  

Large Accelerated Filer (LAF) Threshold and Determination. Key proposed changes include:

  • Increasing the public float threshold for LAF status from $700 million to $2 billion.
  • Revising the public float test to a ten‑trading day average calculated based on the average of the closing prices over the last ten trading days of the company’s second fiscal quarter in each of the two relevant, consecutive fiscal years, using the number of shares held by non-affiliates on the last day of the relevant second quarter.
  • Eliminating the separate, lower threshold for exiting LAF status, instead relying on the single public float criterion and the two-year lookback discussed above.
  • A company can currently qualify as an LAF after 12 months as a public company; however, the proposal would extend this “seasoning requirement” to a minimum of 60 consecutive calendar months (or five years) before a newly public company could qualify as an LAF, regardless of public float.

Non-Accelerated Filer (NAF) Amendments. The proposal would expand the number of companies in the NAF category and broaden the availability of scaled disclosure requirements and accommodations by:

  • Defining “non-accelerated filer” as an issuer that is not a LAF. All newly public companies would be NAFs for at least the duration of the “seasoning requirement” discussed above and thereafter would need to satisfy the revised public float test to enter LAF status.
  • Eliminating the accelerated filer and smaller reporting company (SRC) categories, and their corresponding definitions.
  • Extending existing SRC accommodations to all NAFs including, for example, scaled executive compensation disclosure and scaled financial statement requirements. Where SRCs have more rigorous disclosure requirements, for example, in Item 404 of Regulation S-K, the proposal would eliminate those more rigorous requirements.
  • Extending certain emerging growth company (EGC) accommodations to all NAFs including, for example, the ability to forego the auditor attestation report, pay versus performance disclosure, and say-on-pay / say-when-on-pay / golden parachute votes.

New “Small Non‑Accelerated Filer” Subcategory. The proposal would create a subset of smaller NAFs called smaller non-accelerated filers or SNFs. The proposal does not contemplate any additional scaled disclosure requirements for these companies, but would extend the periodic report deadlines from 90 days to 120 days for Form 10-K and from 45 days to 50 days for Form 10-Q.

2. Registered Offering Reform Proposal

The proposal would implement wide-ranging changes to the securities offering process, with a particular focus on expanding eligibility for streamlined capital raising on Form S-3.

Form S‑3 Eligibility and Flexibility. The SEC proposes to:

  • Eliminate the requirement that issuers be Exchange Act reporting companies for at least 12 months before using Form S‑3.
  • Remove transaction-based eligibility conditions, including the $75 million public float requirement for unlimited primary offerings and the 1/3 cap on limited primary offerings.
  • Retain a requirement that issuers be current and timely in their reporting but introduce a grace period of seven calendar days for up to one late filing during the relevant lookback period.

Expansion of WKSI‑Like Benefits. The proposal would extend many registration and communication flexibilities currently reserved for well-known seasoned issuers or WKSIs to a broader population of issuers that meet revised eligibility criteria, namely that they are eligible to use Form S-3 and have at least one class of securities listed on a national securities exchange. In order to use an automatic shelf registration statement, an issuer also would have to be subject to the Exchange Act reporting requirements for 12 months.

Preemption of State Securities Law Registration. The SEC proposes to add a new definition of “qualified purchaser” to preempt state blue sky registration and qualification requirements for all registered offerings, including offerings of unlisted securities.

Modernization of Form S‑1. The proposal would:

  • Expand backward incorporation by reference regardless of whether an annual report has been filed.
  • Permit forward incorporation by reference for a broader group of issuers, not limited to SRCs.

Both proposals will be subject to public comment for 60 days following publication in the Federal Register.