WASHINGTON, May 19, 2026 — The U.S. Securities and Exchange Commission on Tuesday proposed sweeping amendments to the rules governing registered securities offerings and public-company reporting requirements, in what the agency described as a major effort to modernize the U.S. public capital markets framework and reduce regulatory burdens on issuers.
In a statement, the SEC said the proposals are designed to increase efficiency, flexibility and cost savings for public companies while maintaining investor protections. The agency said the reforms are intended to encourage more companies, particularly small and mid-sized issuers, to access and remain in the public markets.
“Today, the Commission proposed two rulemakings that serve as the foundation for my agenda to Make IPOs Great Again,” SEC Chairman Paul S. Atkins said in a statement.
The SEC said the registered offering reform proposal would constitute the most significant modernization of the registered offering framework in more than 20 years if adopted.
Registered offering modernization measures
Under the proposal, a broader range of public companies would be permitted to conduct shelf offerings regardless of public float thresholds, allowing faster access to public capital markets.
The SEC also proposed expanding certain registration and offering communication flexibilities currently reserved for well-known seasoned issuers to a larger group of companies.
The proposal additionally would allow broker-dealers to provide research coverage for more public companies and would preempt state securities law registration and qualification requirements for all registered offerings, a change the SEC said would reduce the costs and complexity associated with multi-state offerings.
Other proposed measures include streamlining aspects of the registration process, including broader use of incorporation by reference into Form S-1 registration statements.
Public-company reporting and filer-status changes
Separately, the SEC proposed amendments to the public-company reporting framework that would expand disclosure scaling accommodations to a substantially larger share of U.S. public companies.
The agency said the proposed changes would extend disclosure scaling and related accommodations currently available to smaller reporting companies and emerging growth companies to approximately 81% of current public companies.
Among the most significant proposed changes, the SEC would raise the threshold for large accelerated filer status from $700 million to $2 billion in public float.
Under the proposal, newly public companies also would not become large accelerated filers for at least 60 months following an initial public offering regardless of public float thresholds, creating what the SEC described as an “IPO on-ramp” intended to provide companies additional time to stabilize and grow while benefiting from scaled disclosure accommodations.
The SEC also proposed that all non-accelerated filers would be exempt from the requirement to obtain an auditor attestation on internal control over financial reporting.
In addition, the proposal would establish a subcategory of small non-accelerated filers that would receive additional time to submit annual and quarterly reports. According to the SEC, the category would represent the smallest 18% of public companies by assets.
Capital formation and disclosure framework review
The proposals follow other recent SEC initiatives aimed at reevaluating disclosure and reporting obligations for public issuers.
The public comment period for both rulemakings will remain open for 60 days following publication in the Federal Register.
According to the SEC, the proposals are intended to support capital formation while recalibrating disclosure obligations based on issuer size and maturity.
