The SEC has released several proposed rules over the past quarter intended to encourage companies to go public and stay public by reducing burdens on public companies, in line with Chairman Paul S. Atkins’ mission to “Make IPOs Great Again.” Recently proposed rules aim to (i) permit optional semiannual reporting on new Form 10-S, rather than requiring quarterly reporting on Form 10-Q (the “Semiannual Reporting Proposal”); (ii) simplify filer status determinations and expand reporting accommodations for public companies (the “Filer Status and Accommodation Proposal”); (iii) reform the registered offering framework (the “Registered Offering Proposal”); and (iv) formally rescind the Biden-era climate disclosure rules (the “Climate Disclosure Rescission Proposal” and, collectively, the “Proposals”). We discuss each of the Proposals in further detail below.

Semiannual Reporting Proposal

The Semiannual Reporting Proposal, released on May 5, 2026, would permit companies to choose to report semiannually on new Form 10-S instead of continuing to report quarterly on Form 10-Q. As discussed more fully in our blog post on this topic, the Semiannual Reporting Proposal would:

• make quarterly reporting on Form 10-Q optional by establishing semiannual reporting on a new Form 10-S as the minimum interim reporting frequency for Exchange Act registrants;
• align the content requirements of Form 10-S with those of Form 10-Q, but presented for a six-month period;
• require that companies elect their reporting cadence annually via a checkbox on the cover page of Form 10-K, with a similar checkbox added to registration statements for companies entering the public market; and
• make conforming amendments to Regulation S-X to reflect the semiannual reporting option.

The Semiannual Reporting Proposal further acknowledges that stock exchange listing standards as well as accounting and auditing standards may also require updates to reflect optional semiannual reporting. Companies electing semiannual reporting could still voluntarily disclose financial results more frequently through other channels, subject to Form 8-K and Regulation FD requirements.

Filer Status and Accommodation Proposal

The Filer Status and Accommodation Proposal, released on May 19, 2026, is intended to simplify the framework for determining filer status and expand the availability of reporting accommodations for public companies. The key features of the Filer Status and Accommodation Proposal are:

• Streamlined Filer Status Categories: The proposal would eliminate the accelerated filer category, leaving two primary categories: large accelerated filers (“LAFs”) and non-accelerated filers (“NAFs”). A new subcategory of NAFs, small non-accelerated filers (“SNFs”), would also be introduced. The accelerated filer and smaller reporting company categories would be eliminated as redundant. In all, 19% of public companies, representing 93.5% of total public float, would qualify as LAFs, while 81% of public companies, representing 6.5% of total public float, would qualify as NAFs under the Filer Status and Accommodation Proposal. Of these NAFs, 22% (representing approximately 18% of public companies overall) would qualify as SNFs. Importantly, these changes would not affect emerging growth company status or related accommodations, which are statutorily defined and would continue to apply independently of filer status.
• New Filer Status Qualification Criteria: The qualification criteria for the proposed streamlined filer categories would be as follows:
  • LAFs: Issuers with at least $2 billion in public float (up from $700 million) for two consecutive years and at least 60 months as a reporting company.
  • NAFs: Issuers with less than $2 billion in public float and/or less than 60 months of reporting history. An issuer would qualify as a NAF if it meets only one (or neither) of the LAF thresholds.
  • SNFs: A subset of NAFs with total assets of $35 million or less as of the end of their two most recent second fiscal quarters.
• Public Float Calculations: Public float would be calculated based on the average of an issuer’s stock price over the last 10 trading days of both the second fiscal quarter of its current fiscal year and the immediately prior fiscal year, multiplied respectively by the aggregate worldwide number of voting and non-voting common equity held by non-affiliates as of the last day of the issuer’s second fiscal quarter.
• Disclosure Accommodations for NAFs and SNFs: In a change to the current framework, NAFs and SNFs would be eligible to utilize scaled disclosure requirements and other accommodations currently available to smaller reporting companies and emerging growth companies. As proposed, NAFs and SNFs would benefit from the following accommodations:
  
  • exemption from the requirement to provide auditor attestation on the issuer’s internal controls over financial reporting;
  • the ability to provide only two (instead of three) years of audited financial statements in accordance with Article 8 of Regulation S-X and only two (instead of three) years of MD&A disclosure;
  • a less detailed business development disclosure requirement;
  • the ability to provide two (instead of three) years of summary compensation table information on three (instead of five) named executive officers;
  • exemptions from various other executive compensation disclosure requirements, including compensation discussion and analysis, compensation policies and practices related to risk management, pay ratio disclosure, pay versus performance disclosure, and certain executive compensation disclosure tables;
  • exemptions from the requirements to conduct shareholder advisory votes on executive compensation, including say on pay, say on frequency, and golden parachute votes; and
  • the exclusion of numerous disclosure items, including, among others, risk factor disclosure in Forms 10-K and 10-Q, quantitative and qualitative disclosure about market risk, and policies and procedures for the review, approval, or ratification of related party transactions (notably without a two-year related party transaction disclosure requirement, consistent with the proposal’s elimination of such smaller reporting company-specific requirements).

  SNFs would also receive 30 additional days to file Form 10-K (for a total of 120 days from fiscal year end) and five additional days to file Form 10-Q (for a total of 50 days from fiscal quarter end).

• Treatment of Foreign Private Issuers. In light of existing accommodations, foreign private issuers (“FPIs”) that elect to comply with the rules and forms designated for FPIs (e.g., Form 20-F and Form 40-F) would not be eligible for the proposed accommodations extended to NAFs. The amendments also do not revise the manner in which an FPI filing on Form 20-F would calculate its public float for the purpose of determining its filer status.

If adopted, the amendments are expected to significantly reduce burdens and compliance costs for both newly public companies and existing companies with a public float below $2 billion. The SEC estimates that 81% of current public companies would qualify as NAFs under the newly proposed definition, such that this proposal would represent a meaningful expansion of disclosure accommodations.

Registered Offering Proposal

Chairman Atkins has consistently spoken about his desire to facilitate capital formation. The Registered Offering Proposal, released on May 19, 2026, is intended to advance this goal by enhancing public companies’ ability to conduct registered offerings through amendments to registration forms and related rules, as discussed in greater detail below.

• Form S-3: The proposal would significantly broaden Form S-3 eligibility by relaxing or eliminating certain registrant requirements and transaction requirements that currently apply to Form S-3:
  • Registrant Requirements: The proposal would eliminate the requirement that issuers must have been subject to Exchange Act reporting for at least 12 calendar months to be eligible to utilize Form S-3, such that issuers could use Form S-3 immediately after becoming public reporting companies. Issuers would still be required to be current and timely in their Exchange Act reporting to utilize Form S-3; however, in a change to the current rules, a single untimely filing during the prior 12-month period would not result in a loss of Form S-3 eligibility as long as the untimely filing was made within seven calendar days of its original due date. The proposal would also eliminate eligibility requirements that currently disqualify issuers from using Form S-3 on the basis of failures to make payments or defaults or failures to submit certain required electronic filings (such as the Commission’s Interactive Data File requirements, including Inline XBRL).

    While the proposal significantly expands the availability of Form S-3, it would prohibit the use of Form S-3 by certain “ineligible issuers” and “bad actors” that have historically been permitted to use Form S-3, including issuers previously convicted of certain felonies and misdemeanors, issuers subject to certain decrees or orders involving a violation of the antifraud provisions of the federal securities laws, and issuers that have been the subject of refusal or stop orders. Certain other categories of issuers, which are referred to as “BSP issuers” and which include blank check companies, penny stock issuers, and certain shell companies, would remain ineligible to use Form S-3.

  • Transaction Requirements: The proposal would eliminate all transaction-based limitations related to the use of Form S-3, including the current requirement that issuers must have a $75 million public float threshold to register an unlimited amount of securities.
• Expansion of Benefits Beyond Well-Known Seasoned Issuers: Currently, well-known seasoned issuers (“WKSIs”) benefit from a range of registration and offering flexibilities, including automatic shelf registration, free writing prospectuses, and certain offering communication rules. The proposal would eliminate the WKSI definition for domestic issuers in favor of two new categories: eligible listed issuers (“ELIs”) and seasoned eligible listed issuers (“SELIs”), as discussed below:
  • ELIs: Issuers that meet the proposed Form S-3 registrant requirements and have at least one class of common equity securities listed on a national securities exchange would be eligible for pay-as-you-go filing fees, registration of additional classes of securities via post-effective amendment, pre-filing communications, post-filing free writing prospectuses on Form S-8, and expanded ability to omit certain prospectus information.
  • SELIs: Issuers that qualify as ELIs and have been subject to Exchange Act reporting requirements for at least 12 calendar months would, in addition to the benefits extended to ELIs, also be eligible for automatic shelf registration on Form S-3ASR.

  All Form S-3 eligible issuers, including ELIs and SELIs, would be permitted to omit selling security holder identities from resale registration statements and to use free writing prospectuses without accompanying or preceding them with a statutory prospectus. In addition, broker-dealers participating in a distribution of securities would be able to publish issuer-specific research reports about Form S-3 eligible issuers or any of their securities without such reports being deemed to constitute offers.

• Form S-1: The proposal would modernize Form S-1 by expanding the ability to incorporate information by reference. Currently, backward incorporation is limited to issuers that have filed an annual report for their most recently completed fiscal year, and forward incorporation is limited to smaller reporting companies. Under the proposed amendments, issuers could backward incorporate regardless of whether they have filed an annual report and forward incorporate regardless of reporting company status.
• Preemption of State Blue Sky Laws: The proposal would also define “qualified purchaser” under Section 18(b)(3) of the Securities Act to preempt state securities law registration for registered offerings by unlisted issuers. The proposed amendment is intended to eliminate the costs associated with complying with multiple states' potentially differing frameworks, which the SEC views as unduly burdensome in the context of registered offerings given the investor protections already provided by the federal securities laws. Notwithstanding preemption, states would retain authority to investigate and bring anti-fraud enforcement actions.
• Other Amendments: Among other things, the proposal would extend Form N-2 eligibility to a broader group of business development companies and registered closed-end funds by removing certain seasoning and public float requirements and expanding access to enhanced registration and communication benefits, and amend Rule 482 to permit broader advertising of registered index-linked annuities and registered market value adjustment annuities under a more consistent framework.

If adopted, the amendments are expected to greatly expand the number of companies eligible to use Form S-3 and meaningfully extend registration accommodations currently limited to WKSIs. The SEC estimates that the proposed rule could increase the number of issuers eligible to register an unlimited amount of securities on Form S-3 by more than 60% and the number of issuers eligible for communication exemptions and registration benefits currently available to WKSIs by more than 200%. In addition to making Form S-3 far more widely available and on an immediate basis to most issuers after they go public, among other things, the proposals, if adopted, would also eliminate the “baby shelf” limitations currently applicable to issuers with below $75 million of public float.

Climate Disclosure Recission Proposal

Initially approved in March 2024, the SEC’s climate disclosure rules were subsequently stayed pending completion of a judicial review of the petitions filed in multiple federal district courts that were ultimately consolidated for review in the Eighth Circuit. Most recently, in September 2025, the Eighth Circuit issued an order holding the consolidated petitions for review in abeyance until the SEC reconsidered the climate-related disclosure rules by notice-and-comment rulemaking or renewed its defense of the rules. The SEC proposed on May 29, 2026 to formally rescind the rules.

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The Proposals are viewed as key aspects of Chairman Atkins’ rulemaking agenda and are expected to move forward relatively quickly to final rules after the public comment periods.  On June 9, 2026, Jim Moloney, Director of the Division of Corporation Finance, delivered remarks addressing the Filer Status and Accommodation Proposal and the Registered Offering Proposal at the 2026 U.S. Chamber Capital Markets Summit, characterizing them as essential to reversing the roughly 40 percent decline in U.S. exchange-listed companies since the mid-1990s and urging market participants to submit comments.

The SEC is seeking public comment on the Proposals with the comment period open for each Proposal as follows:

• Semiannual Reporting Proposal: On or before July 6, 2026.
• Filer Status and Accommodation Proposal: On or before July 20, 2026.
• Registered Offering Proposal: On or before July 27, 2026.
• Climate Disclosure Recission Proposal: On or before August 3, 2026.

Chairman Atkins has also invited public input on modernizing the IPO process more broadly, with comments requested by July 27, 2026, and has directed the SEC Staff to prepare recommendations that he indicated should include significant reforms to the Securities Act gun-jumping rules as well as a reassessment of regulatory frictions affecting alternative paths to going public, such as direct listings and SPAC business combinations. Accordingly, companies considering an IPO should be aware of potential future rulemakings in this area.

Public companies are further reminded of the ongoing consideration of rulemaking on Regulation S-K, including Regulation S-K Item 402. Any such proposed rules in this space are likely to dramatically reform disclosure requirements and executive compensation disclosure.