Publicly traded companies should note two significant rulemaking packages issued by the U.S. Securities and Enforcement Commission with particular interest to small and mid-sized companies. Both were proposed on May 19, 2026, one for Registered Offering Reform, and another for the Enhancement of Emerging Growth Company Accommodation and Simplification of Filer Status for Reporting Companies. If adopted, they would materially reshape public company reporting obligations and registered offering access. In a release providing information on both proposals, Chair Paul Atkins described them as part of an agenda to make public company status more attractive.

The proposals would:

• Expand Form S-3 shelf eligibility by removing the 12-month seasoning requirement and eliminating Form S-3 transaction requirements, including the $75 million public float threshold for unlimited primary offerings.
• Effectively eliminate the current “baby shelf” cap for eligible issuers, if adopted as proposed.
• Extend many WKSI-style offering benefits to a broader group of exchange-listed Form S-3 eligible companies, though automatic shelf registration would still require 12 months of Exchange Act reporting.
• Simplify filer status categories by eliminating accelerated filer and smaller reporting company status and dividing companies primarily into either, (1) large accelerated filers, or (2) non-accelerated filers.
• Raise the large accelerated filer threshold from $700 million to $2 billion in public float, measured using the average stock price over the last 10 trading days of the second fiscal quarter.
• Remove the auditor attestation requirement under SOX 404(b) for companies that would become non-accelerated filers under the proposal.
• Extend scaled disclosure accommodations currently available to smaller reporting companies and emerging growth companies to all non-accelerated filers.
• Preempt state securities registration and qualification requirements for all registered offerings.

 Why This Matters for Public Company Leadership

For many public companies, especially those below $2 billion in public float, the proposals could reduce compliance costs, simplify disclosure planning, and increase financing flexibility and availability. The most significant practical impacts for most would likely be in three areas: capital raising, audit and reporting burden, and executive compensation/proxy disclosure.

Companies currently constrained by Form S-3 eligibility or the baby shelf rules could gain faster and broader access to registered capital markets. Companies currently treated as accelerated filers could avoid SOX 404(b) auditor attestation and benefit from scaled disclosure accommodations. Newly public companies could receive a minimum five-year runway before becoming large accelerated filers, regardless of float.

Capital-Raising Changes

The registered offering reform proposal would substantially expand Form S-3 availability. Today, Form S-3 generally requires both registrant eligibility and satisfaction of at least one transaction requirement. The SEC proposes to eliminate the transaction requirements and remove the requirement that an issuer have been subject to Exchange Act reporting for 12 months before using Form S-3.

This is the proposal most relevant to companies using or considering shelf registration statements, ATM programs, PIPE alternatives, registered direct offerings, and follow-on equity or debt offerings.

For companies with less than $75 million in public float, the proposal would be especially meaningful. The current “baby-shelf” framework limits primary offerings on Form S-3 by smaller issuers. By eliminating the Form S-3 transaction requirements, the proposal would remove the structural basis for that cap.

The SEC estimates that the proposal could increase by more than 60% the number of issuers eligible to offer an unlimited amount of securities on Form S-3.

WKSI-Style Benefits for More Issuers

The proposal would also expand access to offering-related benefits currently associated with WKSIs. These include greater communications flexibility, pay-as-you-go fee mechanics, and automatic shelf registration statement (ASR) related efficiencies.

However, automatic shelf registration would not be available to every newly Form S-3 eligible company immediately. The fact sheet states that issuers would need to be subject to Exchange Act reporting for 12 months before using an automatic shelf registration statement.

Reporting and Disclosure Changes

The second proposal would significantly simplify public company filer categories. The SEC proposes to eliminate accelerated filer and smaller reporting company status. Companies would instead generally be categorized as either large accelerated filers or non-accelerated filers.

The proposal would raise the large accelerated filer public float threshold from $700 million to $2 billion, require the threshold to be met for two consecutive years, and require at least 60 consecutive calendar months of reporting before a company can become a large accelerated filer.

As a result, many companies currently subject to accelerated filer requirements could become non-accelerated filers. Non-accelerated filers would not be required to obtain an auditor attestation on internal control over financial reporting under SOX 404(b).

Disclosure Accommodations

The proposal would extend scaled disclosure and other accommodations to all non-accelerated filers, including:

• scaled executive compensation disclosure;
• no pay-versus-performance disclosure;
• no say-on-pay or say-when-on-pay votes;
• fewer years of financial statements and reduced financial statement presentation requirements.

The SEC estimates that, if the proposed framework were in effect today, approximately 80.8% of current public companies would be non-accelerated filers, while 19.2% would be large accelerated filers.

Smaller Public Companies

The proposal would create a new subcategory of “small non-accelerated filers” for companies with total assets of $35 million or less for the two most recent years. These companies 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.

What Companies Should Do Now

Public companies should not treat these proposals as effective law. Existing Form S-3, baby shelf, filer status, proxy disclosure, and SOX 404(b) requirements remain in place unless and until final rules are adopted.

That said, affected companies should consider:

1. Modeling filer status under the proposed $2 billion threshold, including the proposed two-year measurement requirement.
2. Assessing potential SOX 404(b) savings if the company would become a non-accelerated filer.
3. Reviewing capital markets plans, especially for companies currently limited by Form S-3 seasoning, public float, or “baby shelf” constraints.
4. Evaluating whether to submit comments, particularly if the proposals would materially affect financing strategy, disclosure burden, or investor relations planning.

The comment period for each proposal will remain open until 60 days after publication in the Federal Register.

Bottom Line

If adopted as proposed, these rules would be a major deregulatory shift for public companies. The capital-raising proposal would make Form S-3 and shelf offerings available to many more issuers and would effectively eliminate the current baby shelf limitation. The filer status proposal would move many companies below $2 billion in public float into a lighter reporting regime, with meaningful implications for audit costs, proxy disclosure, executive compensation disclosure, and filing calendars.