SEC Proposes Significant Changes to Advance “Make IPOs Great Again” Agenda

On May 19, 2026, the SEC proposed two rule packages that, together, would recalibrate a significant portion of the regulatory framework for public companies and IPO candidates. Chair Paul Atkins described the proposals as the foundation of his broader “Make IPOs Great Again” agenda, aimed at encouraging more companies, particularly smaller and mid-sized companies, to go public, remain public and raise capital through registered offerings.

The first proposal, , would dramatically expand access to Form S-3, shelf registration, automatic shelf registration and related capital-raising tools, while modernizing Form S-1 incorporation by reference and pre-empting state securities registration and qualification requirements for all Securities Act registered offerings. Comments are due July 27, 2026.

The second proposal, , would simplify the public company filer-status, raise the threshold for large accelerated filer status, create a longer post IPO regulatory “on-ramp,” and extend many EGC and SRC accommodations to a broader group of issuers. Comments are due July 20, 2026.

At a policy level, the proposals are complementary: the registered-offering proposal would make registered capital raising faster and more flexible once a company is public while the filer-status proposal would reduce the cost and complexity of becoming and remaining public, Below are key takeaways of these two proposed rules.

I. Registered Offering Reform Proposal

Expanded S-3 Eligibility and Elimination of the “Baby Shelf” Cap

Most significantly, the registered-offering proposal would eliminate both the one-year seasoning requirement and the $75 million public float threshold for Form S-3 issuers. Under current rules, many newly public companies must wait at least one year before using Form S-3 and, for primary offerings, must satisfy additional transaction requirements, including the $75 million public float threshold or comply with the “baby shelf” cap.

As proposed, not only could an issuer become Form S-3 eligible once it is subject to Exchange Act reporting (assuming it is current and timely in its reporting obligations for the preceding 12 months or for such shorter period as it has been subject to those obligations) but each of the public float thresholds and “baby shelf” limitations would be eliminated. As a practical matter, a newly public company would immediately be S-3 eligible regardless of the size of its public float, enabling it to immediately file a shelf registration statement to allow take downs off the shelf for follow-on offerings and At-The-Market (“ATM”) programs. Meanwhile the elimination of the “baby shelf” cap for smaller public companies means the use of S-3 becomes a real-time tool for capital market activities by these entities.

For small- and micro-cap issuers, this would be a meaningful practical change. Expanded Form S-3 eligibility would make ATM programs available to companies that otherwise may rely on alternative vehicles such as equity lines, which often involve the issuance of significant “commitment shares” to the equity line provider and involve significant pricing discounts and higher fees, or on more dilutive exempt financings. For example, issuers with immediate capital needs but no current Form S-3 eligibility often are left with the unsavory option of issuing highly dilutive convertible securities, sometimes referred to as “extreme convertibles,” that allow investors to convert at steep discounts to market prices. And because these issuers may not be able to complete a Form S-1 offering quickly enough, they often raise capital on terms that are less favorable to the issuer and significantly dilutive to existing stockholders. Broader Form S-3 eligibility would reduce the reliance on these structures by giving more issuers access to registered shelf takedowns and ATM offerings.

The proposal would not create unrestricted Form S-3 access. The SEC would retain and modify eligibility screens, including exclusions for certain blank check companies, shell companies and penny stock issuers. The relevant Form S-3 framework also would continue to exclude foreign private issuers, foreign governments, asset-backed issuers, investment companies and business development companies, although conforming changes are proposed for Business Development Companies and registered closed-end funds as described below.

The New Eligible Listed Issuers and Seasoned Eligible Listed Issuers Status for S-3 Filers and Affected Funds

The proposal would create two new categories of domestic issuers—“eligible listed issuers” (“ELIs”) and “seasoned eligible listed issuers” (“SELIs”)—that would extend many WKSI-style benefits to a broader universe of exchange-listed companies. An ELI generally would be a domestic issuer with at least one class of common equity listed on a national securities exchange that satisfies the Form S-3 registrant requirements. A SELI generally would be an ELI that has been subject to Exchange Act reporting for at least 12 months.

Depending on status, ELIs and SELIs would receive expanded offering flexibility, including (1) greater flexibility for prefiling and post filing communications, (2) broader use of free writing prospectuses, (3) the ability to omit certain offering-specific information from a base prospectus, (4) pay-as-you-go fee payment and (5) expanded ability to add securities or classes of securities by post effective amendment. SELIs would receive the additional benefit of automatic shelf registration, meaning the registration statement would become effective immediately upon filing without SEC staff review before effectiveness.

The proposal also would provide certain benefits to all Form S-3 eligible issuers regardless of whether they qualify as ELIs or SELIs, including (1) the ability to omit selling securityholder identities and amounts from the registration statement, (2) broader use of free writing prospectuses without a preceding or accompanying prospectus and (3) expanded broker-dealer research report flexibility.

In addition, the proposal would extend similar reforms to certain business development companies and registered closed-end funds (collectively, “Affected Funds”) that register offerings on Form N-2. Although Affected Funds use Form N-2 rather than Form S-3, their ability to conduct shelf offerings under Rule 415(a)(1)(x) depends on satisfying comparable registrant and transaction requirements. The proposed amendments would make short-form Form N-2 available to Affected Funds that qualify as ELIs or SELIs. Unlisted Affected Funds would not qualify.

For Affected Funds that qualify as ELIs or SELIs, the proposal would expand access to enhanced registration and communication benefits comparable to those available to Form S-3 filers, allowing a broader group of Affected Funds to access the public capital markets more efficiently and better time offerings in response to market opportunities.

Blue Sky Preemption for All Registered Offerings

One of the proposal’s most significant changes would be to pre-empt state securities registration and qualification requirements for all Securities Act registered offerings by defining “qualified purchaser” under Securities Act Section 18(b)(3) to include any person to whom securities are offered or sold pursuant to an effective Securities Act registration statement.

Currently, blue sky preemption is available only for certain covered securities, specifically securities listed on specified national securities exchanges, and does not apply to registered offerings of securities listed on the OTC. For offerings that are not federally preempted, issuers currently need to coordinate state filings, fees and review processes, a costly and laborious process that often limits those jurisdictions in which sales may be made. The proposed preemption should increase capital market activity on the OTC and make a listing on the OTC more appealing to companies that otherwise would find it difficult to raise money.

Additional Offering Modernization Measures

The proposal also would modernize Form S-1 by allowing a broader set of issuers to incorporate Exchange Act reports by reference, both backward and forward, without first filing an annual report for the most recently completed fiscal year. This change is intended to reduce duplicative disclosure and offering costs.

The proposal also would amend Rule 482 and related rules to permit broader advertising for certain registered non variable annuity contracts. Issuers of registered non variable annuities would be able to use Rule 482 for broad-based advertising—such as print, television and similar media—without relying on Rule 433, which requires satisfying Form S-3 eligibility requirements or complying with Rule 433’s prospectus delivery framework.

II. Filer Status and Emerging Growth Company Accommodation Proposal

The current framework places Exchange Act reporting companies into several overlapping categories, including large accelerated filers, accelerated filers, non-accelerated filers, smaller reporting companies (“SRCs”) and emerging growth companies (“EGCs”). These categories carry different disclosure and compliance obligations, with large accelerated filers subject to the most demanding reporting requirements and non-accelerated filers, SRCs and EGCs eligible for various scaled and reduced disclosure accommodations. The proposal would simplify this structure by creating two primary filer categories: large accelerated filers (“LAFs”), consisting of companies with more than $2 billion in public float, and non-accelerated filers (“NAFs”), consisting of all other reporting companies. It also would create a subcategory under the NAF of “small non-accelerated filers” for companies with total assets of $35 million or less.

Specific Change to Large Accelerated Filers

The proposed amendments would raise the public float threshold for LAF status from $700 million to $2 billion. They also would prevent a company from becoming an LAF for at least 60 months after its IPO, regardless of public float, effectively creating a five-year IPO on-ramp during which newly public companies could continue to benefit from scaled disclosure and other accommodations.

This change could be significant for IPO candidates and newly public companies. Under the proposal, even a company with public float exceeding $2 billion—or a company that loses EGC status before the end of the five-year period—would not become an LAF until it had been subject to Exchange Act reporting for at least 60 months and otherwise satisfied the applicable float test.

Non-Accelerated Filers Would Receive Expanded Scaled Disclosure Treatment

Under the proposal, any issuer that is not an LAF generally would be treated as an NAF, excluding asset-backed issuers and certain foreign private issuers. NAFs would be eligible for substantially the same scaled disclosure accommodations currently available to SRCs and certain EGCs, including: (1) two years, rather than three years, of audited financial statements; (2) scaled executive compensation disclosure, including relief from pay-versus-performance disclosure and say-on-pay, say-on-frequency and golden parachute advisory votes and related disclosures; and (3) exemption from the auditor attestation requirement for internal control over financial reporting (“ICFR”), while management’s obligation to assess ICFR would remain.

The proposal would not eliminate EGC status, which is statutory and would continue as a separate category. EGCs also would retain JOBS Act accommodations not extended to NAFs, including certain accommodations relating to PCAOB standards.

The New Small Non-Accelerated Filers

The proposal would create a new subcategory of “small non-accelerated filers” for NAFs with total assets of $35 million or less as of the end of each of their two most recent second fiscal quarters. These issuers would have extended filing deadlines: 120 days after fiscal year-end for Form 10-K and 50 days after quarter-end for Form 10-Q.

The proposal would not amend Form 12b-25. Accordingly, registrants, regardless of filer status, should continue to be able to use Form 12b-25 to obtain the applicable filing extension—up to 15 calendar days for an annual report and up to five calendar days for a quarterly report—provided the form’s conditions are satisfied.

Final Thoughts

The two proposals should be understood as a combined public-company lifecycle reform. The SEC is not merely proposing to make IPO registration easier; it is proposing to make public company status more attractive by addressing the continuing obligations and capital-raising mechanics that follow an IPO.

If adopted substantially as proposed, the rules would materially affect IPO planning, public company compliance calendars, ICFR planning, executive compensation disclosure, shelf registration strategy, ATM program planning and registered offering execution. They also would mark a clear shift toward broader scaled disclosure and broader access to public offering tools, with materiality and capital formation serving as organizing principles of the SEC’s current IPO reform agenda.

If a registrant’s public float is less than $75 million, the registrant can only sell a maximum of one-third of its public float in any rolling 12-month period using a primary shelf registration.