SEC Proposes Overhaul of Reporting Filer Status and Registered Offering Framework

On May 19, 2026, the SEC proposed two interrelated rule packages that, taken together, would fundamentally restructure the framework governing Exchange Act reporting company filer status and the registered securities offering process.¹ The Proposals reflect the current SEC leadership’s broad deregulatory agenda and goal of reducing compliance costs and expanding capital formation opportunities for companies across the public markets. As Chairman Paul S. Atkins has emphasized, the SEC is focused on ensuring that its rules serve the needs of both companies and investors, rather than imposing one-size-fits-all burdens that may not be appropriate for all issuers.² The two Proposals are expressly designed to work in tandem (see further discussion in Practical Implications below), and companies and their advisors should evaluate them together.

Background

The U.S. public company reporting and offering framework for the past two decades has been organized around a layered set of filer status categories: large-accelerated filer (LAF), accelerated filer, non-accelerated filer (NAF), smaller reporting company (SRC) and emerging growth company (EGC), each with different disclosure requirements, filing deadlines and procedural obligations. Similarly, access to the short-form shelf offering process for unlimited primary offerings registered on Form S-3 (and on Short-Form N-2 for CEFs and BDCs) has long been conditioned on meeting certain public float thresholds and other eligibility requirements.

Both frameworks have drawn criticism over the years for being unduly complex, costly for smaller issuers and no longer well-calibrated to the realities of today’s capital markets. The two Proposals announced on May 19, 2026, represent the SEC’s response to such criticisms.

Release No. 33-11419: Simplification of Filer Status and Enhancement of Accommodations

The Proposed Two-Tier Framework

The Filer Status Proposal would streamline Exchange Act reporting company filer statuses into two primary categories: LAFs and NAFs. The Filer Status Proposal would raise the public float threshold and lengthen the seasoning period required for LAF status, while extending scaled disclosures and other accommodations (including those associated with SRCs and EGCs) to all NAFs. It would also retain non-scaled disclosure requirements for LAFs and extend periodic report deadlines for the smallest NAFs based on total assets. Listed BDCs are within the scope of the Filer Status Proposal and would be classified as LAFs or NAFs under the proposed framework.

The Filer Status Proposal would eliminate “accelerated filer” and “smaller reporting company” statuses as distinct categories, while retaining EGC as a statutory status but making most EGC accommodations broadly available to NAFs. Every registrant would be an NAF at IPO or initial registration, and would remain an NAF unless and until it attains a public float of at least US$2 billion for two consecutive years and has been subject to Exchange Act reporting requirements for five years.

Revised Large Accelerated Filer Definition

Raised Public Float Threshold

The SEC proposes raising the LAF threshold from US$700 million to US$2 billion in public float. The SEC notes in the Filer Status Proposing Release that the US$700 million threshold has not been updated since 2005 and suggests that US$2 billion would be an appropriate level to continue focusing the most comprehensive and accelerated requirements on the largest registrants.

More Stable Public Float Calculation

The SEC proposes a more stable public float determination using the average stock price over the last ten trading days of the second quarter, with a requirement that a registrant’s public float be above the threshold as of the end of the second fiscal quarter of two consecutive years as a condition to transitioning into LAF status. In the same vein, the registrant’s public float would have to fall below the threshold as of the end of the second fiscal quarter of two consecutive years before losing LAF status. This approach is designed to reduce the risk that a single day of market volatility triggers a filer status change, and to improve predictability, while also replacing the need for separate exit thresholds.

Five-Year Seasoning Requirement

The SEC proposes increasing the Exchange Act reporting seasoning period for LAF status to 60 consecutive calendar months. This effectively creates a minimum five-year ramp-up period for every new registrant before it could be subject to the non-scaled requirements and accelerated filing timelines applicable to LAFs.

Expanded Accommodations for Non-Accelerated Filers

Scaled Disclosure as the Default

The Filer Status Proposal would permit NAFs to comply with the disclosure requirements and benefit from the accommodations currently applicable to SRCs, making SRC-level scaled disclosure the default for most registrants. Examples of available accommodations include a less-detailed business description, two years (rather than three) of Management’s Discussion and Analysis (MD&A), scaled executive compensation disclosure with fewer named executive officers and fewer years of summary compensation table data, and permission to omit certain disclosures not currently required for SRCs, such as risk factors in Forms 10-K and 10-Q, a performance graph, Regulation S-K Item 302 supplementary financial information, Regulation S-K Item 305 market risk disclosures and resource extraction payment disclosure.³

Extension of EGC Accommodations

The Filer Status Proposal would also permit NAFs to benefit from key EGC accommodations, including exemptions from ICFR auditor attestation, pay-versus-performance disclosure and shareholder advisory votes on executive compensation (say-on-pay, say-on-pay frequency and golden parachute votes). All NAFs would also be eligible, for the first five years after initial registration, to defer adoption of certain new or revised accounting standards that apply to both public and private companies, on an irrevocable election basis.

Of note, the SEC does not propose to extend to NAFs the accommodation available to EGCs to exclude nonpublic draft registration statements from being produced in response to a Freedom of Information Act (FOIA) request. Non-EGC registrants would continue to be able to use the SEC’s confidential treatment procedures regarding FOIA requests pursuant to 17 CFR 200.83 (Rule 83) when submitting draft registration statements for nonpublic review.

ICFR Auditor Attestation

The SEC estimates in the Filer Status Proposing Release that increasing the public float threshold for LAF status to US$2 billion would result in 26.7% more current registrants qualifying as NAFs, and therefore not being subject to ICFR auditor attestation under the Sarbanes-Oxley Act of 2002 (SOX) Section 404(b). Coupled with the five-year seasoning requirement for LAF status – which would independently prevent any registrant from attaining LAF status until it has been subject to Exchange Act reporting for at least 60 months regardless of its public float – the universe of registrants classified as NAFs and therefore exempt from Section 404(b) attestation could be quite broad. NAFs would still be subject to SOX Section 404(a) management ICFR reporting and to financial statement audit requirements, including auditor procedures related to ICFR in the audit planning process and communication of significant deficiencies or material weaknesses identified during the financial statement audit.

Extension of Unresolved Staff Comment Disclosure

The Filer Status Proposal would require all registrants, including NAFs, to disclose the substance of material unresolved SEC staff comments received at least 180 days before fiscal year-end in Form 10-K or 20-F. The SEC ties this change to the contemporaneous offering reform proposal, noting that broader access to shelf offerings that incorporate Exchange Act reports by reference increases the importance of this disclosure to investors.

New “Small Non-Accelerated Filer” Subcategory

The Filer Status Proposal would create a new subcategory of the smallest NAFs. These “small non-accelerated filers,” or SNFs, would be eligible for extended periodic report deadlines. To qualify, a registrant must be an NAF and have total assets of US$35 million or less as of the end of each of its two most recent second fiscal quarters. Like the LAF/NAF test, the SNF qualification uses a two-year look-back, requiring the total assets condition to be satisfied as of the end of each of the two most recent second fiscal quarter measurements. SNFs would have 120 days (rather than 90) to file Annual Reports on Form 10-K and 50 days (rather than 45) to file Quarterly Reports on Form 10-Q.

Scope Limitations

The LAF/NAF definitions would not apply to foreign private issuers (FPIs) that use FPI-specific forms for their SEC reporting, and Form 20-F would continue to use the current US$75 million public float threshold for ICFR auditor attestation (unless the FPI qualifies as an EGC).

Asset-backed issuers would be excluded from the LAF/NAF framework because they have a separate disclosure regime under Regulation AB and generally cannot use SRC or EGC accommodations.

Release No. 33-11418: Registered Offering Reform

Expansion of Form S-3 Eligibility

Elimination of Key Eligibility Barriers

With the Offering Reform Proposal, the SEC proposes to eliminate Form S-3’s one-year seasoning requirement and the US$75 million public float requirement for unlimited primary offerings. This means “baby shelf” limitations in General Instruction I.B.6. of Form S-3 (which currently caps primary offerings by exchange-listed issuers with less than US$75 million in public float to one-third of their public float in any rolling 12-month period) would be eliminated. The Offering Reform Proposal would also eliminate Form S-3’s transaction requirements so that any issuer meeting the revised registrant requirements could use Form S-3 for any primary or secondary offering, subject to specified exclusions such as exchange offers and business combinations. The SEC estimates in the Offering Reform Proposing Release that eliminating these barriers could increase by over 60% the number of issuers eligible to conduct unlimited shelf offerings registered on Form S-3.

FPIs filing on Form F-3 are prohibited from using Form S-3 under the proposed amendments, and the analogous baby shelf restriction in Form F-3 would remain in place.

Retained Eligibility Requirements and Limited Grace Period

While an issuer will no longer be required to have been a publicly reporting company for at least a year, Form S-3 eligibility for unlimited primary offerings would still be conditioned on the issuer being current and timely with its required Exchange Act filings during the preceding 12 calendar months or the portion thereof during which it was required to make such filings, with specified Form 8-K exceptions. The Offering Reform Proposal would introduce a limited grace period concept under which an issuer could remain Form S-3 eligible notwithstanding one late filing, provided that it is filed within seven calendar days of the original due date and subject to other specified conditions.

New Ineligibility Categories

The Offering Reform Proposal would prohibit Form S-3 use for specified “ineligible issuer” categories, including blank check issuers, certain shell companies, penny stock issuers and issuers subject to certain bad actor and enforcement-order triggers. Former SPACs that have completed a de-SPAC transaction would be carved out of the three-year shell-company lookback so they would not be barred from utilizing Form S-3 for an unlimited primary offering solely due to their former SPAC status.

New ELI/SELI Framework: Broader Access to WKSI-Like Benefits

The Offering Reform Proposal would introduce two new Rule 405 categories for domestic issuers: Eligible Listed Issuer (ELI) and Seasoned Eligible Listed Issuer (SELI). An ELI would be an issuer that meets Form S-3’s proposed registrant requirements and has at least one class of common equity listed on a national securities exchange. A SELI would be an ELI that has been subject to Exchange Act reporting for at least twelve calendar months. Only SELIs would be eligible for automatic shelf registration, a benefit currently limited to WKSIs.

ELIs would become eligible for other benefits currently reserved for WKSIs, including pre- and post-filing communications flexibility and pay-as-you-go filing fee payments, as well as the ability to add securities or classes to a registration statement via post-effective amendment. The SEC estimates in the Offering Reform Proposing Release that the number of issuers eligible for all enhanced registration and communication benefits could increase by over 200% under the proposed framework. The WKSI definition would be retained but clarified to apply only to FPIs, as the proposal would move all domestic issuers to the ELI/SELI framework.

Modernization of Form S-1

The Offering Reform Proposal would eliminate Form S-1’s requirement that an issuer must have filed an annual report for its most recently completed fiscal year in order to incorporate information by reference, allowing earlier use of incorporation by reference, potentially during the issuer’s first year as an Exchange Act reporting company. The Offering Reform Proposal would also extend forward incorporation by reference to all issuers eligible to incorporate by reference, a benefit currently available on Form S-1 largely only to SRCs.

BDCs and Registered Closed-End Funds

Short-Form N-2 eligibility for exchange-listed BDCs and CEFs would be tied to the proposed ELI/SELI framework, including the elimination of the US$75 million public float threshold for these funds, while a one-year seasoning condition would be retained for automatic shelf registration eligibility. The Offering Reform Proposal does not extend Short-Form N-2 eligibility to unlisted affected funds, which would continue to rely on the tailored Rule 486 framework. Other aspects of the Proposals of particular interest to BDCs and CEFs are discussed in more detail in a companion Dechert OnPoint.

Blue Sky Preemption for All Registered Offerings

The SEC proposes to define “qualified purchaser” in Rule 146 to include any person to whom securities are offered or sold in a registered offering, making those securities “covered securities” and thereby preempting state registration and qualification requirements for all registered offerings. States would retain anti-fraud enforcement authority and certain notice- and fee-related authority as preserved by Securities Act Section 18(c). This change would be particularly significant for non-traded BDCs and non-traded real estate investment trusts (“REITs”) that issue securities publicly. Unlike exchange-listed BDCs or REITs, whose securities are already “covered securities” by virtue of their exchange listing, non-traded BDCs and REITs currently must comply with state securities law registration and qualification requirements in each state where they offer and sell securities. These requirements involve merit-review standards that vary by state, and impose both significant delays in launching new funds and compliance burdens, including investor-level concentration limits based on liquid net worth, gross income and net worth thresholds that restrict which investors may purchase shares. The proposed preemption would eliminate these burdens for non-traded BDCs, non-traded REITs and other issuers of unlisted securities in registered offerings.

Practical Takeaways

The two Proposals together represent a fundamental retooling of the regulatory architecture governing U.S. public company disclosures and registered offerings. The following in particular merit close attention:

• Who moves out of the accelerated filer category? Raising the LAF threshold to US$2 billion means that many companies currently classified as accelerated filers or large accelerated filers would become NAFs, with immediate implications on their disclosure obligations, filing deadlines and ICFR auditor attestation requirements. Companies near the threshold should track this closely.
• ICFR attestation savings must be weighed against investor relations considerations. While the SEC acknowledges the investor benefits of SOX 404(b) auditor attestation, it concludes that the cost burden supports expanding NAF status, and notes that voluntary attestation remains available where a registrant believes it adds value. Companies that elect to forgo attestation should be prepared to explain that decision to investors, proxy advisory firms and other stakeholders.
• The five-year seasoning requirement has significant practical implications. Every newly public company would be an NAF for at least five years regardless of its public float, providing a meaningful and predictable on-ramp period for new registrants to scale their compliance infrastructure before becoming subject to increased obligations as a LAF.
• Form S-3 and Short Form N-2 access becomes more broadly available. If adopted, the offering reform proposal would make shelf and ATM offerings accessible to a much larger universe of public companies, exchange-listed CEFs and exchange-listed BDCs, including many that today cannot access the short-form process due to the “baby shelf” public float threshold or one-year seasoning requirement. Companies, exchange-listed funds and their underwriters should begin assessing whether they would qualify and how they might utilize expanded shelf access.
• Exchange listing becomes the key gatekeeper for enhanced benefits. Under the ELI/SELI framework, exchange listing status, rather than public float, becomes the primary determinant of eligibility for the most significant enhanced communication and registration benefits, including automatic shelf registration. This represents a structural shift favoring exchange-listed companies.
• Blue sky preemption could materially simplify registered offerings of unlisted securities. Eliminating state registration and qualification requirements for all registered offerings would reduce friction and cost for issuers, particularly in connection with offerings of securities not listed on a national exchange, where multi-state compliance burdens have historically been most significant.
• The Proposals work together and should be evaluated together. The SEC explicitly links the two Proposals, noting that broader access to shelf offerings that incorporate Exchange Act reports by reference increases the importance of robust periodic disclosure. This is why the SEC proposes in the Offering Reform Proposing Release to extend the requirement for unresolved staff comment disclosure to all registrants. Companies should assess the combined effect of both rules on their disclosure, compliance and capital markets strategy.
• Engage in the comment process. With the publication of both Proposing Releases in the Federal Register, the comment periods for the Filer Status Proposal and the Offering Reform Proposal end on July 20, 2026, and July 27, 2026, respectively. Given the breadth and significance of the Proposals, companies, investors, industry associations and other stakeholders have an opportunity to shape the final rules, and those with strong views on any aspect of the Proposals should consider submitting comments.