SEC Proposes to Simplify Filer Status Categories and Expand Availability of Short-Form Registrations

On May 19, 2026, the Securities and Exchange Commission announced two separate proposals that would expand the availability of short-form registered offerings (including shelf and “at-the-market” registrations) and simplify the filer status framework for reporting companies, among other changes.

The first of the proposals deals with reforms to certain registered offerings and the surrounding framework.

Amendments to Form S-3

Public companies that have been current with their filings for 12 months and have at least a $75 million public float have been eligible to use Form S-3 to register securities, which allows for incorporation by reference to prior and later regular filings, and therefore provides a short-form registration that can be used for structured offerings such as shelf registrations and “at-the-market” registrations.  The new proposal would remove the 12-month requirement and the public float requirement, opening up Form S-3 to any filer of any size who is current in reporting (other than only a small set of certain ineligible issuers).

The SEC noted that the current Form S-3 requirements predated the easy online availability of public filings, and therefore the restrictions proposed to be removed were no longer appropriate.     

Registration and Communication Benefits

Similarly, the proposal also would expand access to all issuers that are eligible to use Form S-3 and have at least one class of common equity securities listed on a national securities exchange to certain registration and communication benefits that are currently only available to “well-known seasoned issuers.” In addition, an issuer could become eligible to utilize the automatic shelf registration statement if they have also been subject to the Exchange Act reporting requirements for the preceding 12 months.

State Law Preemption

The third part of the proposal would provide for preemption of state law registration and qualification requirements for any registered offering. This would include offerings that are registered but not listed on a national securities exchange.  

The second proposal seeks to simplify the public reporting company filer status framework, among other changes.

Under the current framework, reporting companies are classified into one of five filer statuses that partially overlap. The current statuses include large accelerated filers, accelerated filers, non-accelerated filers, smaller reporting companies, and emerging growth companies.

The new proposal would amend this structure to provide for only three filer categories: Large Accelerated Filers, Non-Accelerated Filers, and Small Non-Accelerated Filers. Under the proposal, the new categories would have the following characteristics:

1. Large Accelerated Filers:
   • Public float of greater than or equal to $2 billion, calculated based on average stock price over the last 10 trading days of the second fiscal quarter; and
   • 60+ consecutive calendar months of reporting.
2. Non-Accelerated Filers:
   • Public float of less than $2 billion; and/or
   • Less than 60 consecutive calendar months of reporting.
3. Small Non-Accelerated Filers:
   • Assets less than or equal to $35 million.

Whether the public float threshold is met would be based on a two-year period. Small non-accelerated filers would receive an additional 30 days to file Form 10-K and an additional 5 days to file Form 10-Q. In addition, non-accelerated filers would not be required to obtain an auditor’s attestation on the company’s internal control over financial reporting. Finally, all non-accelerated filers would be granted the same disclosure scaling and accommodations currently granted to smaller reporting companies and emerging growth companies (no “say-on-pay” or “say-when-on-pay” shareholder advisory votes, scaled executive compensation disclosure, and fewer years of financial statements).

The public comment period for both proposals will remain open for 60 days after publication in the Federal Register.

These proposals, if adopted, would provide a meaningful expansion in access to short-form registration and much needed simplification of the public company reporting framework. Additionally, the proposals could enhance the ability to raise capital for issuers of all sizes, including through initial public offerings, and reduce compliance burdens for many companies.

The Securities and Capital Markets team at Michael Best has attorneys who can assist your company in navigating the potential impact the proposals may have on your registered offerings or filer status, or submitting comment letters to the SEC.

Please reach out to a member of our team for more information.