SEC Proposes to Overhaul the Public-Company Reporting Framework and Reform Registered Offerings (May 26, 2026)

SEC Proposes to Overhaul the Public-Company Reporting Framework and Reform Registered Offerings

Overview

On May 19, 2026, the SEC issued two proposed rules to (1) overhaul the Securities Exchange Act of 1934 (the “Exchange Act”) public-company reporting framework and (2) reform requirements for certain registered offerings. The SEC’s proposed rules are part of the administration’s broader agenda to promote capital formation and rationalize disclosure requirements.

The first proposed rule 1 would collapse registrants into two primary categories — large accelerated filers (LAFs) and nonaccelerated filers (NAFs) — while eliminating the accelerated filer (AF) and smaller reporting company (SRC) categories. The proposal would raise the LAF public float threshold to $2 billion, significantly increasing the number of NAFs. NAFs would be eligible for extended reporting deadlines and an exemption from auditor attestation on internal control over financial reporting (ICFR). In addition, the proposed rule would extend to all NAFs the scaled disclosure requirements and other accommodations, which are currently available to SRCs and emerging growth companies (EGCs). EGC status, while statutorily preserved under the JOBS Act,2 would provide fewer unique benefits given the extension of most accommodations to NAFs. A new NAF subcategory, small nonaccelerated filers (SNFs), would also be created; companies would qualify for this category on the basis of their total assets and would benefit from extended periodic reporting deadlines. The appendix of this Heads Up contains a table summarizing the proposed filer status framework.

The SEC also issued a second proposed rule 3 that would expand Form S-3 eligibility and shelf offerings to significantly more issuers, extend certain benefits for well-known seasoned issuers (WKSIs) to “a broader set” of companies, modernize Form S-1 to permit expanded incorporation by reference, align fund and communication rules, and preempt state securities registration for all registered offerings.

In the proposals, the SEC indicated that it is seeking feedback on, among other things, (1) the proposed LAF threshold, (2) proposed changes to how filer status is assessed, (3) potential effects of the significant increase in companies that would qualify for scaled disclosures and an exemption from ICFR attestation, and (4) the expansion of shelf offering eligibility and other registered offering reforms.

Proposed Updates to the Public-Company Reporting Framework

Main Provisions of the Proposed Rule

Changes to the LAF Definition

Over time, the SEC has introduced multiple filer categories to balance protecting investors with companies’ compliance burdens, resulting in a multitiered filer status framework that includes LAFs, AFs, NAFs, SRCs, and EGCs. Under the proposal, substantially fewer companies would qualify as LAFs because of the proposed modifications to how filer status is determined, including:

Public float threshold — The public float threshold for becoming an LAF would increase from $700 million to $2 billion. This threshold would apply both to entering and to exiting LAF status.
Public float calculation method — Public float would be defined as the average stock price over the last 10 trading days of the second fiscal quarter, multiplied by the number of shares held by nonaffiliates as of the last day of the second fiscal quarter. This definition would differ from the current requirement to use the closing price on the last business day of the second fiscal quarter.
Filer status transition — A two-year requirement would be established for transitions into or out of LAF status. An issuer’s status would only change after the issuer qualifies for or falls below the applicable threshold for two consecutive fiscal years; thus, frequent status changes would be prevented.
Seasoning requirement — Before qualifying as an LAF, companies would need to have a reporting history of at least 60 consecutive calendar months (5 years) under the Exchange Act, instead of the 12 calendar months required by the current rules.

Any issuer that does not meet the definition of LAF would be an NAF. As a result, all companies completing initial public offerings (IPOs) would be treated as NAFs with respect to their registration statement and throughout their first five years as a public company. In addition, the proposal would create a new subcategory of SNFs, defined as NAFs with “total assets of $35 million or less as of the end of each of [their] two most recent second fiscal quarters.”

Auditor Attestation Over ICFR

One of the proposal’s changes would be the elimination of the auditor attestation requirement in Section 404(b) of the Sarbanes-Oxley Act (“SOX”) for a large number of registrants. Existing SEC rules require all LAFs and AFs to obtain an auditor’s attestation over ICFR, while NAFs and EGCs are exempt. Under the proposed rule, approximately one-quarter of all registrants would be reclassified as NAFs and, as a result, would no longer be required to obtain an auditor’s attestation over ICFR. However, all registrants would still be required to provide management’s assessment and report on ICFR effectiveness in their annual reports under SOX Section 404(a) (starting in the second annual report after an IPO), evaluate material changes in ICFR, and include management’s certifications acknowledging responsibility for maintaining effective ICFR.

Extension of Disclosure Accommodations to All NAFs

Under the proposal, all NAFs would become eligible for most of the scaled disclosure accommodations currently available only to SRCs and EGCs. Key accommodations available to NAFs under the proposed rule include:

Financial statements — Filings would need to contain two years, rather than three years, of audited financial statements, and reduced disclosures under Regulation S-X, Article 8,4 would apply. Such relief is currently available only to SRCs.
No say-on-pay or say-when-on-pay votes — An exemption from the requirement to hold shareholder advisory votes on executive compensation.
Executive compensation disclosure — A reduction in disclosures under Regulation S-K, Item 402,5 including disclosure of three named executive officers rather than five, two years instead of three years of summary compensation table information, and exemption from the pay-versus-performance disclosure requirement under Item 402(v).
Other business and nonfinancial disclosures — Scaled (or the elimination of) disclosure requirements, including those related to business descriptions under Item 101,6 risk factors under Item 105,7 supplementary financial information under Item 302,8 MD&A for two years instead of three years under Item 303,9 quantitative and qualitative disclosures about market risk under Item 305,10 related-party transactions under Item 404,11 and corporate governance matters under Item 407.12

In addition, during the first five years after initial registration (i.e., an IPO), an NAF may elect to defer adoption of new or revised accounting standards until the effective date applicable to nonissuers (i.e., private companies). This accommodation is currently available only to EGCs. In a manner consistent with the existing EGC accommodation, the election would be irrevocable and, accordingly, NAFs that choose not to use the accommodation could not revise this election in future filings. For example, if a company did not elect to delay transitioning to new accounting standards in its IPO, it would not be able to use this accommodation for its first five years as a public company. Certain PCAOB-related accommodations currently available to EGCs, including the exemption from the requirement for the registrant’s auditor to communicate critical audit matters, would not extend beyond EGCs.

Connecting the Dots

Regardless of their size, companies undertaking an IPO would need to include only two years of audited financial statements in their registration statements. In addition, the mandatory 60-month seasoning period would allow all IPO companies to maintain NAF status — and related accommodations — for at least five years after going public, regardless of public float.

Filing Deadlines

The proposed framework’s filing deadlines for LAFs and NAFs would remain the same, and SNFs would have 120 days to file annual reports and 50 days to file quarterly reports.

Effective Date and Transition

An effective date for the requirements has not yet been proposed. For transition purposes, existing registrants would be required to assess filer status as of the end of the fiscal year preceding the effective date of the final rule. Accordingly, there may be circumstances in which an existing LAF that exceeds $2 billion in public float would be reclassified as an NAF if it has not met the seasoning requirement (60 months of reporting under the Exchange Act). This assessment would be based on public float (and, if applicable, total assets for the SNF status determination) for that year and the immediately preceding year. Registrants could perform this initial assessment at any time after the requirements become effective but no later than the day before the last day of the fiscal year in which the final rule takes effect.

After the initial assessment, a registrant that qualifies as an NAF could immediately apply the related accommodations in its next filing, and an SNF could begin using the extended filing deadlines in its next Form 10-Q or Form 10-K.

Registered Offering Reform

The SEC’s proposed rule on registered offering reform is intended to enhance capital formation by expanding registrants’ access to, and offering them greater flexibility within, the registered offering process while maintaining protections for investors. The proposal’s amendments would include but are not limited to:

Significant broadening of Form S‑3 eligibility to enable more registrants to access shelf registration and the public markets. Specifically, the proposal would remove:
- The current “seasoning” requirement, under which an issuer is subject to the reporting requirements of the Exchange Act for 12 months.
- Transaction requirements, including the current requirement for issuers to have a public float of at least $75 million.
Replacement of the current WKSI framework with two new issuer categories: eligible listed issuer and seasoned eligible listed issuer. These categories would extend many registration and communication benefits to a wider range of issuers, while reserving automatic shelf eligibility for more seasoned filers.
Expansion of the provisions for incorporation by reference on Form S-1.
Preempting state registration requirements for all registered offerings.
Amendments to certain conditions related to age of financial statements in registration statements.

Next Steps

As companies evaluate the potential impact of changes in filer status, they should engage with their audit committees to discuss the related implications. Comments on the proposed rule to overhaul the Exchange Act public-company reporting framework are due by July 20, 2026, and comments on the proposed rule to reform requirements for certain registered offerings are due by July 27, 2026. Comments on both proposals can be submitted in any format. Although the SEC poses specific questions for respondents within the proposals, commenters are not required to address these questions when presenting their views.

Appendix: Summary of the Proposed Filer Status Framework

The table below outlines the proposed filer status framework.13

Proposed Filer Status Framework
		LAFs	NAFs	SNFs (Subcategory of NAF)
Eligibility	Threshold and Seasoning	Public float ≥ $2 billion (10-day average); must meet threshold for two consecutive years; ≥60 consecutive months of Exchange Act reporting	All companies other than LAFs	NAFs with total assets ≤ $35 million for two most recent fiscal years
Filing Deadlines	Form 10-K	60 calendar days after period end	90 calendar days after period end	120 calendar days after period end
Filing Deadlines	Form 10-Q	40 calendar days after period end	45 calendar days after period end	50 calendar days after period end
Financial Statements and Disclosures	Audited Financial Statements Required	Three years in annual reports and registration statements	Two years in annual reports and registration statements
	Auditor ICFR Attestation	Required	Exempt	Exempt
	Scaled Disclosures	Not applicable	All accommodations currently available to SRCs and most accommodations available to EGCs

As illustrated in the graph below, the proposed rule14 would change the composition of registrants by filer status:

Contacts

	John Wilde Audit & Assurance Partner Deloitte & Touche LLP +1 415 783 6613 johnwilde@deloitte.com		Laura McCracken Audit & Assurance Partner Deloitte & Touche LLP +1 212 653 5738 lamccracken@deloitte.com
	Patrick Gilmore Audit & Assurance Partner Deloitte & Touche LLP +1 410 843 3242 pagilmore@deloitte.com		Ryan Heichel Audit & Assurance Managing Director Deloitte & Touche LLP +1 215 246 2501 rheichel@deloitte.com
	Doug Rand Audit & Assurance Partner Deloitte & Touche LLP +1 202 220 2754 dorand@deloitte.com		Josh Conecoff Audit & Assurance Senior Manager Deloitte & Touche LLP +1 212 436 4139 jconecoff@deloitte.com

Footnotes

SEC Proposed Rule Release No. 34-105515, Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies.

The Jumpstart Our Business Startups Act.

SEC Proposed Rule Release No. 34-105513, Registered Offering Reform.

SEC Regulation S-X, Article 8, “Financial Statements of Smaller Reporting Companies.”

SEC Regulation S-K, Item 402, “Executive Compensation.”

SEC Regulation S-K, Item 101, “Description of Business.”

SEC Regulation S-K, Item 105, “Risk Factors.”

SEC Regulation S-K, Item 302, “Supplementary Financial Information.”

SEC Regulation S-K, Item 303, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

SEC Regulation S-K, Item 305, “Quantitative and Qualitative Disclosures About Market Risk.”

SEC Regulation S-K, Item 404, “Transactions With Related Persons, Promoters and Certain Control Persons.”

SEC Regulation S-K, Item 407, “Corporate Governance.”

The proposed changes are only applicable for registrants filing on domestic forms. Foreign private issuers (FPIs) are excluded when using specialized foreign filer forms (Forms 20-F and 40-F). The SEC cited its broader review of the FPI framework as a reason for limiting the proposal’s application to these issuers.

In addition, while EGC status will remain as an additional designation, substantially all of the benefits now available to EGCs will be conferred to NAFs.

SEC Proposed Rule Release No. 34-105515, Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies.

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