SEC Unveils Sweeping Proposals to Simplify Filer Status and Reshape Registered Offerings

On May 19, 2026, the SEC announced significant proposals that would materially alter the way public companies are categorized and the disclosure obligations they must satisfy. The announcement follows the SEC’s May 5, 2026 proposal to allow public companies to report earnings results every six months instead of every three.

The proposals advance SEC Chairman Paul Atkins’s agenda to “Make IPOs Great Again.” According to Atkins, by untangling the complex and overlapping disclosure requirements that issuers currently face, public company status will become more attractive.

Public Company Filer Status Framework Proposal

The SEC proposed substantial amendments to its public company reporting framework that would consolidate the way public companies are classified.

SEC Proposed Amendments: Consolidated Filer Status Framework

Under current standards, public companies that file reports with the SEC are categorized into five filer statuses:

• Large accelerated filer (LAF)
• Accelerated filer (AF)
• Non-accelerated filer (NAF)
• Smaller reporting company (SRC)
• Emerging growth company (EGC)

Each category is determined by the issuer’s public float and guides the issuer’s disclosure obligations and filing deadlines. 

The nucleus of the SEC’s proposal is a consolidation of the existing five-tier filer status into two categories: LAFs and NAFs, eliminating the AF and SRC filer statuses. The EGC status would remain, but would be renamed to “Small Non-Accelerated Filer” (SNF) and reclassified as a subcategory within NAF status.

Revised Large Accelerated Filer Qualification

Under the proposal, the requirements for a filer to qualify as an LAF would be materially changed in the following ways:

• Raised Public Float Threshold. The public float threshold to qualify as an LAF would increase from $700 million to $2 billion. The SEC notes that, under the current $700 million threshold, approximately 35% of registrants qualify as an LAF, representing approximately 98% of total market public float. Under the proposed changes, approximately 20% of registrants would qualify as an LAF, representing approximately 93% of total market public float.
• 24-Month Lookback for Status Transition. Under the proposal, a registrant would have to exceed (or fall below) the $2 billion threshold for two consecutive fiscal years before transitioning between LAF and NAF status. Currently, a registrant may change filing status based on a single year’s public float. The two-year lookback is designed to prevent yearly volatility that could impact filer status, while giving registrants and investors clarity regarding the possibility of a status transition.
• Public Float Calculation. Currently, public float is calculated using the closing price on the last day of business of an issuer’s second fiscal quarter. Under the proposal, public float would be calculated by multiplying the shares outstanding on the last day of the company’s second fiscal quarter by the average trading price over the last 10 days of the second fiscal quarter. The SEC intends to remove any single-day volatility that would misrepresent a filer’s status.
• 60-Month Seasoning Requirement. Currently, a filer may qualify as an LAF after 12 consecutive calendar months as a public company. Under the proposal, the seasoning period would be extended to 60 consecutive months as a public company. The proposal intends to provide all filers with an “IPO on-ramp,” regardless of its public float.

Notably, LAF periodic reporting deadlines would be 60 days for Form 10-K and 40 days for Form 10-Q, unchanged from the current standards.

Revised Non-Accelerated Filer Qualification

Under the proposal, every filer that is not an LAF would be classified as an NAF. Additionally, every registrant would be classified as an NAF from the time of its initial public offering for at least five years. The NAF category under the proposed change would encompass nearly 80% of registrants, representing approximately 7% of total market public float.

Issuers who qualify as an NAF would have 90 days to file Form 10-K and 45 days for Form 10-Q.

Extending the Applicability of SRC and EGC Accommodations to all NAFs

Under the proposed framework, all NAFs would be eligible for the disclosure requirements and other accommodations currently available to SRCs and EGCs. Key accommodations that would extend to NAFs include:

• Financial Reporting. Scaled financial reporting requirements, including:
  • Two years (instead of three years) of audited income statements, statements of cash flows, and statements in stockholders’ equity. The current requirement to provide audited balance sheets at the end of the two most recent fiscal years would not change;
  • Deferred adoption of new accounting standards to the extent permitted for private companies; and
  • Two years (instead of three years) of MD&A disclosure.
• ICFR Auditor Attestation. NAFs would no longer be required to obtain an independent auditor’s attestation of management’s assessment of the effectiveness of the company’s internal controls over financial reporting (ICFR), as mandated by Section 404(b) of the Sarbanes-Oxley Act.
• Executive Compensation Disclosure. NAFs would be entitled to scaled executive compensation disclosure, including disclosure of only three (rather than five) executive officers and only two years (instead of three years) of summary compensation table information.
• Shareholder Advisory Votes. NAFs would not be mandated to hold shareholder advisory Say on Pay votes on executive compensation or advisory votes on the frequency of such votes.

These accommodations are optional, and registrants may elect to provide more comprehensive disclosure and reporting should it be favorable to do so.

New Small Non-Accelerated Filer Subcategory

The proposed framework would create a new subcategory for the smallest NAFs: small non-accelerated filers (SNFs).

To qualify as an SNF, a registrant must:

• Be an NAF; and
• Report total assets of $35 million or less in its financial statements as of the end of each of its two most recent second fiscal quarters.

SNFs would have 120 days to file their Form 10-K (an additional 30 days) and 50 days to file its Form 10-Q (an additional 5 days). The SEC estimates that a $35 million total assets threshold would qualify approximately 18% of all registrants.

What Happens Next

The SEC’s proposal will be open for public comment for 60 days following the proposal’s publication in the Federal Register, after which the SEC will determine whether to adopt a final standard.

Registered Offering Proposal

The SEC also proposed amendments that would make it simpler for public companies to raise capital through registered offerings of securities, primarily through Form S-3 amendments and enhanced registration and communication benefits.

Form S-3 Amendments

Form S-3 permits public companies to flexibly access capital markets at lower costs. Under current standards, a company is eligible to file Form S-3 if it has been subject to reporting requirements for 12 months and meets certain transaction requirements, including a $75 million public float threshold.

The SEC’s proposed new Form S-3 eligibility rules would eliminate the 12-month seasoning and all transaction requirements, including the $75 million public float threshold. Instead, the SEC would focus on whether the registrant is current and timely in its reporting. The proposal would exclude “ineligible issuers” from using the form. The SEC estimates that Form S-3 eligible registrants would increase by over 60% under the proposed amendments.

Enhanced Registration and Communication Benefits

Under current standards, certain registration and communication benefits are reserved for “well-known seasoned issuers” (WKSIs). To qualify as a WKSI, an issuer must have at least $700 million in public float or have issued at least $1 billion in registered debt. The SEC’s proposal would eliminate the WKSI qualification, and instead confer registration and communication benefits based on two new issuer categories:

• Eligible Listed Issuer (ELI): A Form S-3 eligible issuer that has at least one class of common equity listed on a national securities exchange.
• Seasoned Eligible Listed Issuer (SELI): An ELI that has been subject to Exchange Act reporting for at least 12 calendar months in any portion of a month immediately preceding the measurement date.

ELIs and SELIs would be entitled to all benefits available to S-3 eligible issuers, along with WKSI-like benefits, such as enhanced communication flexibility and automatic shelf registration.

Form S-1 Modernization

The SEC has proposed expanding backward and forward incorporation by reference of SEC filings into Form S-1. The amendments would eliminate the requirement for an issuer to have filed a Form 10-K as a prerequisite to backward incorporation, and permit all issuers to reference by forward incorporation, not just SRCs. The SEC estimates that this could result in a 106% increase in the number of issuers eligible to forward incorporate on Form S-1.

Preemption of State Securities Law Registration and Qualification Requirements

The SEC’s proposal would also expand the definition of “qualified purchaser” under Section 18(b)(3) of the Securities Act to include any person to whom securities are offered or sold in a registered offering. Under the current standard, a “qualified purchaser” applies only for registered offerings of securities that are listed on a national securities exchange, but not for registered offerings of unlisted securities.

Other Proposed Amendments

Business Development Companies and Closed-End Funds. The proposal would extend similar amendments to certain BDCs and registered closed-end funds that register on Form N-2.

What Happens Next

The SEC’s proposal will be open for public comment for 60 days following the proposal’s publication in the Federal Register, after which the SEC will determine whether to adopt a final standard. KMK will continue to monitor the rule proposals and provide updates on any revisions or final rule amendments.

Should you have any questions or need assistance, please contact us.

F. Mark Reuter
513.579.6469
freuter@kmklaw.com

Allison A. Westfall
513.579.6987
awestfall@kmklaw.com

Olivia M. King
513.579.6988
oking@kmklaw.com

Christopher T. Colloton
513.579.6959
ccolloton@kmklaw.com