SEC Proposes Filer Status and Registered Offering Reforms

In under a minute

• On May 19, 2026, the Securities and Exchange Commission (SEC) issued two proposals that, if adopted, would significantly revise public company filer status categories and modernize the registered offering framework.
• The filer status proposal would simplify the SEC’s filer categories to two (large accelerated and nonaccelerated filers), increase the large accelerated filer (LAF) public float threshold to $2 billion from $700 million, and establish a subcategory of small nonaccelerated filers (SNFs) with additional time to file annual and quarterly reports.
• Substantially more public companies would qualify as nonaccelerated filers (NAFs) and benefit from disclosure scaling and other accommodations, including exemption from the requirement to obtain an auditor’s attestation on internal control over financial reporting (ICFR).
• The registered offering proposal would, among other matters, revise Form S-3 eligibility requirements to enable more public companies, regardless of public float, to conduct shelf offerings while also extending to a broader range of public companies certain registration and offering communication accommodations that currently are limited to well-known seasoned issuers (WKSIs).
• Comments on the filer status proposal are due July 20, 2026, and comments on the registered offering proposal are due July 27, 2026.

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Background

Currently, public companies that file periodic reports with the SEC are subject to a filer status framework that includes five overlapping categories: LAFs, accelerated filers (AFs), NAFs, smaller reporting companies (SRCs), and emerging growth companies (EGCs). Those categories affect, among other matters, filing due dates for periodic reports, the availability of scaled disclosure accommodations, and whether a company is required to obtain an auditor’s attestation on ICFR. On May 19, 2026, the SEC proposed amendments that, if adopted, would simplify that framework and extend disclosure scaling and other accommodations to a broader group of public companies.

The SEC separately proposed registered offering reforms that would include expanded access to Form S-3 shelf registration and make certain offering-related accommodations available to more issuers. Taken together, these proposals reflect the SEC’s continued focus on facilitating capital formation and, according to SEC Chair Paul Atkins, are intended to encourage more companies to go and stay public.

Filer status proposal

Key aspects of the filer status proposal include:

• Streamlined filer status framework. The proposal would simplify the filer status framework to two primary categories – LAFs and NAFs – with all issuers that are not LAFs categorized as NAFs.¹
• Revised LAF threshold. The public float threshold for LAF status would be increased to $2 billion from $700 million. The threshold would be calculated based on the average stock price over the last 10 trading days of an issuer’s second fiscal quarter.
• Five-year on-ramp and status transitions. Regardless of public float, a newly public issuer would not become an LAF for at least five years after becoming subject to the reporting requirements of the Securities Exchange Act of 1934 (Exchange Act). Thereafter, entry into or exit from LAF status would require an issuer’s public float to exceed or fall below the $2 billion threshold for two consecutive years, meaning a one-year fluctuation would not affect filer status.
• Scaled accommodations for NAFs. The disclosure scaling and other accommodations currently available to SRCs and EGCs would be extended to all NAFs, including certain scaled executive compensation disclosures and the ability to provide only two years of audited financial statements (instead of three). Additionally, for the first five years following initial registration, all NAFs would have the option to elect private company adoption dates for new or revised accounting standards issued by the Financial Accounting Standards Board.
• Extended due dates for smaller filers. The proposal would establish a new subcategory of SNFs, consisting of NAFs with total assets of $35 million or less as of the end of each of the issuer’s two most recent second fiscal quarters (or the two annual periods presented in an initial registration statement). These SNFs 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.

Crowe observation: If the amendments were adopted, the proposing release estimates that approximately 81% of public companies would qualify as NAFs. As a result, a larger number of issuers would be exempt from the requirement to obtain an auditor attestation on ICFR under Section 404(b) of the Sarbanes-Oxley Act (SOX). However, issuers would continue to be required to establish and maintain ICFR and provide management’s annual assessment of ICFR under Section 404(a) of SOX.

In addition, insured depository institutions with total assets of $5 billion or more generally would remain subject to a separate ICFR auditor attestation requirement under the Federal Deposit Insurance Corporation Improvement Act (FDICIA) and 12 Code of Federal Regulations Part 363.3(b).

For additional information regarding FDICIA requirements, see the Crowe article “FDIC Final Rule Adjusts and Indexes Regulatory Thresholds.”

Registered offering proposal

The registered offering proposal includes amendments intended to broaden access to the public capital markets and provide issuers greater flexibility in conducting offerings.

Expanded Form S-3 eligibility

Form S-3 is a short-form registration statement under the Securities Act of 1933 (Securities Act) that allows eligible issuers to incorporate Exchange Act reports by reference and access streamlined shelf registration procedures. Under existing rules, issuers generally must satisfy minimum reporting history requirements, including at least 12 months of timely Exchange Act reporting history (“seasoning”), to access these benefits. In addition, to conduct a primary offering on Form S-3, issuers must meet certain transaction requirements, such as a requirement to have at least $75 million of public float, subject to certain exceptions.

The proposed amendments would expand Form S-3 eligibility by, among other changes:

• Eliminating the 12-month seasoning requirement
• Removing all transaction requirements, including the $75 million public float threshold for unlimited primary offerings

If the amendments are adopted, issuers would continue to be required to be current and timely in their Exchange Act reporting to be eligible to use Form S-3. The amendments also would prohibit the use of Form S-3 by specified categories of “ineligible issuers” that the proposing release indicates might present greater potential for noncompliance with federal securities laws.

Crowe observation: The proposing release estimates that the amendments could lead to a more than 60% increase in the number of issuers eligible to offer an unlimited amount of securities on Form S-3. Accordingly, the proposal could affect in a meaningful way how issuers, particularly smaller and midcap issuers, evaluate shelf registration and other registered capital-raising alternatives, including certain at-the-market and other follow-on offerings.

Greater access to WKSI-style accommodations

Certain registration and communication accommodations currently are limited to WKSIs, including accommodations relating to offering communications, automatic shelf registration, and the ability to defer SEC filing fee payments until securities are sold instead of paying those fees up front upon filing the registration statement. Under the proposal, many of these accommodations would become available to issuers eligible to use Form S-3 that also have at least one class of common equity securities listed on a national securities exchange, regardless of whether the issuer qualifies as a WKSI. However, issuers would continue to need at least 12 months of Exchange Act reporting history to access automatic shelf registration.

Other matters

Other proposed reforms include:

• Expanded Form S-1 incorporation by reference. The ability to incorporate information by reference into Form S-1 registration statements would be expanded by permitting issuers to 1) backward incorporate previously filed information, regardless of whether an annual report for the most recently completed fiscal year has been filed and 2) forward incorporate information filed after the effective date of a registration statement.
• Other Form S-3 accommodations. The proposal would extend certain accommodations to all Form S-3-eligible issuers, including:
  • Permitting broker-dealers participating in registered offerings to publish issuer-specific research reports without the reports constituting offers under the Securities Act
  • Allowing the omission from resale registration statements the identities of selling security holders and the amounts of securities to be registered on their behalf
  • Enabling the use of a free writing prospectus without it being accompanied or preceded by a prospectus
• State securities law preemption. The amendments would preempt state securities law registration and qualification requirements for all registered offerings, which could reduce the need for issuers to separately comply with multiple state securities registration frameworks in certain offerings.
• Investment company accommodations. Certain Form N-2 shelf registration and communication accommodations would be extended to a wider group of business development companies and registered closed-end funds, similar to the Form S-3 amendments applicable to operating companies.
• Insurance product advertising flexibility. The proposal would expand access to broad-based advertising for certain types of annuity insurance products.

What’s next

The proposals remain subject to public comment and have not yet been adopted. Comments on the filer status proposal are due July 20, 2026, and comments on the registered offering proposal are due July 27, 2026.

¹ The proposal would eliminate the AF and SRC categories. “Emerging growth company” is a statutorily defined status established under the Jumpstart Our Business Startups (JOBS) Act. Accordingly, the proposal includes a revised Item 10(f) of Regulation S-K, “Emerging growth companies,” that would enumerate the statutory exemptions and accommodations provided to EGCs. Additionally, the proposed amendments would retain the definition of “emerging growth company” in Exchange Act Rule 12b-2 and Securities Act Rule 405 and would continue to require the checkboxes for EGC status in certain periodic reports and registration statements, as registrants statutorily would remain EGCs. Nevertheless, because the proposal would extend to NAFs the disclosure accommodations currently available to EGCs and SRCs, separate reliance on those EGC accommodations generally would be unnecessary.