As part of SEC Chairman Paul S. Atkins’ ACT strategy, and following the May 5, 2026, proposal for optional semiannual reporting, on May 19, 2026, the SEC proposed two major groups of amendments. The proposals would:
Change the rules and forms for registered offerings to “increase efficiency, flexibility and cost savings for public companies while maintaining robust investor protections”, and
Simplify the public company reporting rules to “better calibrate disclosure obligations with a company’s size and maturity.”
As you can read in the related Fact Sheet, the proposed registered offering reform changes include:
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- Expanding eligibility to use Form S-3 and the shelf-registration process,
- Enhancing registration and communication benefits in the offering process,
- Allowing more broker-dealer research coverage,
- Providing for preemption of state securities law registration and qualification requirements for registered offerings where securities will not be listed, and
- Expanding provisions for both forward and backward incorporation by reference on Form S-1.
The commission estimates the proposals would increase the number of issuers eligible to use Form S-3 by 60% and increase the number of issuers eligible to use forward incorporation by reference in Form S-1 by 106%.
The Fact Sheet for the proposals to change the public company reporting framework would:
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- Increase the threshold for becoming a large-accelerated filer to $2 billion,
- Provide that all other companies would be non-accelerated filers,
- Make nearly all the current smaller reporting company disclosure accommodations available to non-accelerated filers,
- Exempt all non-accelerated filers from the SOX 404 auditor’s attestation report requirement,
- Create a category of small non-accelerated filers that would have longer Form 10-K and Form 10-Q deadlines, and
- Provide that a newly public company would not become an accelerated filer for at least 60 months, regardless of public float.
The Commission estimates that if the proposal is enacted 19.2 percent of current filers will be large accelerated filers and 80.8 percent will be non-accelerated filers.
Both proposals will have a 60-day comment period. You can read more and find links to the proposed rules in this Press Release.
Still to come are the expected proposals to change many Regulation S-K reporting requirements.
As always, your thoughts and comments are welcome!