On May 19, 2026, the Securities and Exchange Commission (SEC) issued two releases proposing amendments that will make significant changes to the reporting requirements for many companies.
- Registered Offering Reform
- Enhancing the Public Company Reporting Framework
The proposed amendments to the rules and forms are designed to increase efficiency, flexibility, and cost savings while maintaining investor protections. They are also intended to simplify the public company framework and better calibrate disclosure obligations with a company’s size and maturity. These proposals are part of SEC Chairman Atkins’ agenda to “Make IPOs Great Again.” The Chairman indicated “[These] proposals build upon the legislative and regulatory concepts that have proven successful in the past and aim to extend that success to more companies – particularly small and midsized companies – and incentivize them to go and stay public.”
Registered Offering Reform
Some of the key items in this proposal include:
- Revise Form S-3 eligibility:
- A company no longer needs to be a reporting company for 12 months to be Form S-3 eligible; and
- The current limitations on the amount a company could raise on a “Baby Shelf” would be eliminated.
- Allow more companies to qualify as “well-known seasoned issuers” (WKSIs).
- Incorporation by Reference on Form S-1 – companies would be able to backward incorporate by reference regardless of whether they had filed an annual report, and all companies will be able to forward incorporate by reference, not just smaller reporting companies.
Enhancing the Public Company Reporting Framework
Currently, a company’s disclosure requirements – including timing of periodic reports depends on its filer status – with many companies being subject to multiple categories. The current categories include:
- Large accelerated filers
- Accelerated filers
- Non-accelerated filers
- Smaller reporting companies
- Emerging growth companies
Under the proposals there will be two categories with a subcategory. The criterion for the categories follows:
- Large Accelerated Filers: $2 billion or more in public float AND reporting to the SEC for 60 months or more.
- Non-Accelerated Filers: Less than $2 billion in public float AND/OR reporting to the SEC for less than 60 months.
- Small Non-Accelerated Filers: Assets less than $35 million.
Some key points include:
- Non-accelerated filers would not be required to obtain an auditor’s attestation report on the company’s internal control over financial reporting.
- Extend to all non-accelerated filers the same disclosure scaling and other accommodations currently available to registrants that are smaller reporting companies and emerging growth companies under the existing filer status rules.
- A small non-accelerated filer would have 30 additional days to file Form 10-K and five additional days to file Form 10-Q.
- Public float will be based on average stock price over the last 10 trading days of the second fiscal quarter, and the public float threshold must be met two years consecutively before a change in filer status.
Visit this page in the next two weeks for a more comprehensive summary and insight into these two proposals.
Information, including the releases, fact sheets and the Chairman’s statement can be found at SEC Proposes Transformative Reforms to Help Public Companies Conduct Registered Offerings and Simplify Reporting Requirements.
Frequently Asked Questions
The proposals are designed to modernize the registered offering framework and simplify public company reporting obligations by increasing flexibility, reducing costs, and making it easier for companies to access and remain in the public markets while preserving investor protections.
More companies could use Form S-3 for shelf offerings and other registered offerings regardless of public float.
Smaller and midsized public companies could benefit from faster access to capital markets, reduced compliance costs, and simplified disclosure obligations.
These are proposed rules, not final rules. Both releases are subject to a 60-day public comment period following publication in the Federal Register, and any final effective date would depend on whether and when the SEC adopts the proposals after reviewing comments.
Companies should monitor the rulemaking process, assess how the proposed changes may affect capital-raising plans and disclosure obligations, and consider whether to submit comments during the public comment period. It may also be helpful to discuss the potential impact with securities counsel and accounting advisors.
Both proposing releases have a 60-day comment period from publication in the Federal Register. Please contact CBIZ CPAs if you have questions about these proposed changes to reporting requirements in the interim.
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