Written by Gabriel Miranda

The Securities and Exchange Commission (the Commission) recently issued two proposed rulemakings as part of its “Make IPOs Great Again” agenda, which are intended to not only encourage companies to become public, but to also remain public. As such, the proposed rulemakings were designed to broaden access to the public capital markets and reduce ongoing compliance costs for public companies.

Specifically, on May 5, 2026[i], the Commission proposed permitting domestic public companies to elect semiannual interim reporting in lieu of the current quarterly regime, and on May 19, 2026[ii], it proposed rules that would transform how public companies conduct registered offerings, while also restructuring the categories used to classify public company filers and the disclosure obligations that flow from that classification. Public comments on the proposed rules are due 60 days after their publication in the Federal Register. This alert summarizes all of these recent proposals from the Commission.

I.  Proposed Optional Semiannual Reporting Framework

A. Overview

The Form 10-Q has long served as a centerpiece of the U.S. public company disclosure regime, which is required to be filed by domestic reporting companies under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), and the rules promulgated thereunder. While it proved to be a useful change from the semiannual regime in place before 1970 by providing investors and shareholders with timely, current information, it also drew criticism. Critics have argued that quarterly reporting promotes short-term thinking and diverts management’s attention from executing long-term strategies to focus on such quarterly reporting instead, which may be especially true to smaller reporting companies (SRCs) and emerging growth companies (EGCs). 

Accordingly, in its proposed rulemaking, the Commission proposed to permit domestic public companies to elect semiannual interim reporting in lieu of quarterly reporting. As proposed, the new semiannual reporting framework would be elective, which would be elected by a reporting company by checking a box on the cover of the Form 10-K for the most recently completed fiscal year. Once a reporting company makes the election, however, it will not be able to change its reporting frequency until the next Form 10-K is filed, and reporting companies that wish to remain in such regime would continue checking that box in their future Form 10-Ks. Registration statements would also have a similar check box for newly public companies to make their election, which can be changed until the effectiveness of the registration statement and thereafter it can only be changed on the company’s next Form 10-K.

Under the proposal, an electing company would file a new Form 10-S covering a six-month fiscal period, with the same narrative disclosure requirements as the current Form 10-Q. Filing deadlines would mirror current quarterly deadlines, which would be 40 or 45 days from the end of the semiannual period depending on filer status. The proposal also contemplates conforming amendments to Regulation S-X governing financial statement staleness and certain Regulation S-K amendments to accommodate for the newly proposed semiannual reporting regime. Although the proposal noted that the election would be voluntary, the Commission has solicited comment on whether eligibility should be limited to SRCs and EGCs only, and whether a mandatory universal shift could eventually be warranted. The proposals however would not affect the reporting obligations of foreign private issuers (FPIs), which are governed by a separate reporting framework.

B. Key Takeaways

A key takeaway is that the semiannual reporting regime is not mandated by the proposed rules. Rather, it would allow public companies to voluntarily elect such regime. Therefore, companies that desire to maintain the quarterly reporting cadence would not be required to change to a semiannual reporting regime. However, the more practical question public companies may face is whether institutional investors, sell-side analysts and others would be satisfied with a semiannual reporting regime, and whether market pressure could potentially compel companies to remain reporting on a quarterly basis. In such case, companies may also end up choosing a mixed-reporting approach, where they could adhere to a semiannual reporting regime while still providing earnings and similar guidance on a quarterly basis. Public companies are highly encouraged to monitor comment period developments and any final rules closely to ensure any such approach would be acceptable under the new proposed rulemaking regime, if adopted.

Another important point is that, should this proposed rule be adopted, public companies may need to amend many of its agreements and other financing documents that may require financial reporting obligations by reference to Exchange Act reporting requirements or require delivery of quarterly financial statements to ensure ongoing compliance with its existing instruments. And, beyond financing documents and key agreements, public companies may also need to re-evaluate their insider trading policies, blackout periods and administration practices to Rule 10b5-1 plans to account for the new semiannual reporting regime.

Finally, although auditor comfort letter practices operate on a parallel standard to the Commission’s, the Commission does not determine such standard. Rather, the Public Company Accounting Oversight Board (PCAOB) does, and should a semiannual reporting regime be adopted, the changes to auditor comfort letter practices would need to be correspondingly amended to contemplate the Commission’s proposed rule changes. Currently, auditors generally cannot give the negative assurance that investment banks require in a comfort letter more than 135 days after the end of the most recent audited or reviewed financial period. While the Commission has requested public comments on whether the 135-day period rule should be updated to take account of the semiannual reporting regime, the ultimate determination will come from the PCAOB, and until such change occurs, semiannual reporting companies may become limited in accessing the capital markets between their Form 10-S and Form 10-K filings. 

II.  Proposed Registered Offering Reforms

The Registration Statement on Form S-3 is the short-form shelf registration statement available to eligible issuers under the Securities Act of 1933, as amended (Securities Act). The Form S-3 permits forward incorporation by reference of Exchange Act filings, supports shelf registration, and enables at-the-market (ATM) offerings, which allows issuers to sell their securities on prevailing market prices from time to time. Issuers that cannot use Form S-3 must rely on the longer-form Registration Statement on Form S-1, which requires more comprehensive disclosure, is subject to SEC staff review, and does not permit shelf or delayed primary offerings. The Commission’s proposed reforms to registered offerings include the following:

A.  Form S-3 Eligibility

1.  Elimination of 12-month reporting history requirement

The proposal would significantly expand the Form S-3 eligibility for public companies by eliminating the current requirement that an issuer be an Exchange Act reporting company for at least 12 months before using Form S-3. Under the proposed standard, an issuer would qualify so long as it has a class of securities registered under Section 12(b) or 12(g) of the Exchange Act and is current and timely in its Exchange Act reporting obligations.

2.  Elimination of the public float threshold and transaction requirements

The proposal would eliminate all existing transaction-based requirements from Form S-3, most significantly the $75 million public float threshold for unlimited primary shelf offerings and the “baby shelf” limitation under Instruction I.B.6. of Form S-3, restricting issuers below that float threshold from conducting primary shelf offerings in excess of one-third of their public float in any rolling 12-month period. Any Exchange Act reporting issuer that is current in its filing obligations could conduct primary or secondary shelf offerings of an unlimited amount using Form S-3 regardless of public float. However, to ensure that the proposed amendments would expand access to ATM offerings in a manner that is consistent with investor protection, the Commission proposed to limit ATM offerings to securities listed on a national securities exchange or a market designated by the SEC based on specified criteria.

3.  Excluded issuers and de-SPAC treatment

The proposal would create a new category of “BSP issuers,” which would include blank check companies, shell companies (excluding domestic business combination related shell companies), and penny stock issuers, that would be ineligible to use Form S-3. However, an issuer would not be treated as a shell company solely because it or a predecessor was a special purpose acquisition company (SPAC) during the past three years, thereby permitting post-de-SPAC companies to use Form S-3 if they are not otherwise shell companies at the time of filing. FPIs would be prohibited from using Form S-3 but would retain access to Form F-3.

B.  Replacement of WKSI Framework with ELI and SELI Categories

Under current rules, a company qualifies as a well-known seasoned issuer (WKSI) if it has a public float of at least $700 million or has issued at least $1 billion aggregate principal amount of non-convertible debt in registered offerings over the past three years, which grants access to benefits including automatic shelf registration effectiveness, pay-as-you-go registration fees, the ability to file free writing prospectuses (FWPs) without an accompanying prospectus, and greater pre- and post-filing communications flexibility. The proposal would replace the WKSI definition with two new categories: (i) Eligible Listed Issuer (ELI), which would be defined as an issuer satisfying Form S-3’s proposed filing requirements with at least one class of common equity listed on a national securities exchange; and (ii) Seasoned Eligible Listed Issuer (SELI), which would be defined as an ELI that has been subject to Exchange Act reporting for at least 12 months. ELIs would receive all current WKSI benefits except automatic shelf registration effectiveness; SELIs would receive all WKSI benefits including automatic effectiveness. The Commission estimates approximately 74% of Exchange Act reporting issuers would qualify as SELIs, compared to approximately 36% currently qualifying as WKSIs. FPIs would continue to use the existing WKSI definition.

C.  Expanded Incorporation by Reference into Form S-1

Current rules limit backward incorporation by reference into Form S-1 to issuers that have filed a Form 10-K for the most recently completed fiscal year, and limit forward incorporation to SRCs. The proposal would permit all domestic issuers to incorporate by reference both backward and forward into Form S-1 without those restrictions, significantly reducing the amount of disclosure that must be reproduced directly in Form S-1. The Commission estimates this would increase the number of issuers eligible to forward incorporate by approximately 106%.

D.  Federal Preemption of State Blue Sky Laws

The proposal would expand the definitions of “covered securities” and “qualified purchasers” under Section 18(b) of the Securities Act to encompass all registered offerings, preempting state securities registration and qualification requirements across the board. Issuers with securities traded only over the counter, non-traded REITs, non-traded business development companies (BDCs), and others currently required to qualify securities in each applicable state or list on a national securities exchange to achieve blue sky preemption would no longer need to do so for any offering registered under the Securities Act.

III.  Proposed Filer Status Reforms and Simplified Reporting Requirements

The Commission’s existing framework classifies domestic public companies into five overlapping categories: large accelerated filer, accelerated filer, non-accelerated filer, SRC and EGC, each carrying different disclosure obligations, periodic report filing deadlines, and internal control over financial reporting (ICFR) attestation requirements. The proposed amendments would streamline this framework into two primary classifications: large accelerated filer (LAF) and non-accelerated filer (NAF), with a new small non-accelerated filer (SNF) sub-category for the smallest companies. The SRC and accelerated filer categories would be eliminated entirely.

A.  Revised LAF Threshold, Float Measurement, and Five-Year Seasoning Requirement

To qualify as a LAF, a company would need at least $2 billion in public float, nearly triple the current $700 million threshold unchanged since 2005, measured at the end of each of its two most recent second fiscal quarters and sustained for two consecutive annual measurement periods. Public float would be calculated using the average stock price over the last 10 trading days of the second fiscal quarter rather than measuring public float as of the last business day of the most recently completed second fiscal quarter, reducing the risk that short-term price volatility triggers an unintended status change. A company would also need to have been subject to Exchange Act reporting for at least 60 consecutive months before LAF status could apply, extending the current 12-month seasoning period to five full years. This unconditional runway applies regardless of public float size, and unlike the JOBS Act’s EGC on-ramp, cannot be shortened by revenue growth or other disqualifying events. Any registrant not satisfying the LAF definition would be classified as a NAF. An SNF, or a NAF with total assets of $35 million or less at the end of each of its two most recent second fiscal quarters, would receive extended filing deadlines of 120 days after fiscal year end for Form 10-K and 50 days after quarter end for Form 10-Q.

B.  Scaled Disclosure and Other Accommodations for NAFs

NAFs would generally receive the scaled disclosure accommodations currently available only to SRCs and EGCs, including: (i) two years, rather than three, of audited financial statements and corresponding MD&A in annual reports and registration statements; (ii) scaled executive compensation disclosures, including the ability to omit CD&A, pay-ratio disclosure, pay-versus-performance tables, and the compensation committee report, with summary compensation table data required for only three named executive officers and two fiscal years; (iii) no say-on-pay, say-on-frequency, or related golden parachute advisory votes; and (iv) no requirement to obtain an external auditor’s attestation on ICFR under Section 404(b) of Sarbanes-Oxley (SOX), though Section 404(a) management assessments and reports on ICFR and officer SOX certifications would remain required. LAFs would continue to be subject to the full suite of non-scaled disclosure obligations, including the Section 404(b) auditor attestation of ICFR. FPIs reporting on FPI forms would not be subject to the new domestic filer-status definitions and would generally remain subject to the ICFR auditor attestation requirement.

C.  EGC Accommodations and Remaining Benefits

Although the proposal would make most EGC-based accommodations available to all NAFs, EGC status would remain relevant. For instance, the Freedom of Information Act (FOIA) statutory protection for confidential draft registration statements submitted prior to an EGC’s initial public offering (IPO) and certain PCAOB-standard accommodations would not be extended to NAFs generally. Companies planning an IPO should therefore continue to analyze EGC eligibility as a distinct matter from NAF classification. One EGC accommodation that would be extended to newly public NAFs is the ability, for the first five years following initial registration with the Commission, to defer compliance with new or revised FASB accounting standards until those standards apply to private companies, which election would be irrevocable if the proposal is adopted.

IV.  Key Takeaways and Next Steps

Taken together, the Commission’s proposals represent one of the most significant overhauls of the securities registration and reporting framework in decades. If adopted, they would dramatically expand access to Form S-3 shelf registration, significantly increase the population of issuers with WKSI-equivalent benefits, eliminate state blue sky compliance requirements for all registered offerings, extend broad scaled-disclosure and Section 404(b) relief to many public companies, and offer an additional compliance cost reduction through voluntary semiannual reporting.

Public companies and issuers evaluating going-public transactions should begin assessing the potential impact of these proposals now, including modeling filer status under the proposed framework, analyzing the availability of Form S-3 and expanded incorporation by reference, and identifying contract provisions, governance documents, and financing agreements that reference current filer classifications, specific reporting deadlines, or Section 404(b).

Please contact Gabriel Miranda at gvm@msk.com and the MSK Corporate & Business Transactions Team to discuss how these proposed rules may affect your company’s public reporting obligations and capital raise opportunities.

This alert is provided for informational purposes only and does not constitute legal advice. Receipt of this alert does not establish an attorney-client relationship.

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[i] See Semiannual Reporting, Release No 33-11414 (May 5, 2026) (https://www.sec.gov/files/rules/proposed/2026/33-11414.pdf)

[ii] See Registered Offering Reform, Release No 33-11418 (May 19, 2026) (https://www.sec.gov/files/rules/proposed/2026/33-11418.pdf)