The SEC has proposed two sweeping amendments aimed at making it easier for public companies to raise capital while reducing reporting burdens for issuers, in what chairman Paul Atkins described as part of his agenda to ‘Make IPOs Great Again.’
The proposals, announced earlier this week, would significantly expand access to shelf registration and simplify the SEC’s public company reporting framework. Combined, they represent the most significant overhaul of the US public markets regime in more than 20 years and reflect a wider deregulatory shift under the current commission leadership.
The first proposal targets the rules governing registered securities offerings and would make it easier for companies to qualify for Form S-3 shelf registration, which allows issuers to quickly access public markets without filing a new registration statement for every offering.
The SEC is proposing to remove requirements tied to public float – the total market value of shares held by public investors – and seasoning periods, which currently require companies to have filed SEC reports for a minimum amount of time before becoming eligible. Under existing rules, issuers generally must have at least $75 mn in public float and have been reporting companies for 12 months to access the full benefits of shelf registration.
The SEC argues those thresholds are outdated in an era where corporate disclosures are immediately accessible online.
‘Today’s Registered Offering Reform Proposal would expand the availability of shelf registration by eliminating the eligibility requirements related to seasoning and public float,’ Atkins said in a statement. ‘Both requirements have their origins in the days when companies filed their SEC reports in paper format and the disclosures in those filings were not as readily accessible as today.’
The changes would also extend many benefits currently reserved for well-known issuers to a much broader range of listed companies. The SEC said this would provide issuers with greater flexibility to raise capital quickly when market conditions are favorable.
Commissioner Mark Uyeda framed the proposal as an overdue modernization of a regulatory framework that has not kept pace with technology or changing market practices.
‘Disclosure is largely available in real time today, far advanced from where it was 20 years ago,’ Uyeda said. ‘Smart phones, cloud computing, social media networks, video streaming, structured data and third-party messaging services are common features of the investment ecosystem in 2026, and the SEC’s rulebook should reflect that environment.’
The second proposal would simplify the SEC’s filer status categories and expand scaled disclosure eligibility to a much larger group of companies.
Most notably, the SEC proposed increasing the threshold for ‘large accelerated filer’ status from $700 mn to $2 bn in public float. Companies below that threshold would be categorized as ‘non-accelerated filers’ and would gain access to reduced disclosure requirements and exemptions currently reserved for emerging growth companies and smaller reporting companies.
According to Atkins, the current framework has become overly complex after years of regulatory layering.
‘The current public company regulatory framework is in dire need of a comprehensive overhaul,’ he said. ‘Over the past 25 years, layers upon layers of legislative changes and SEC rules have created many different categories of public companies with complex, overlapping requirements and benefits.’
The SEC estimates the revised framework would extend scaled disclosure accommodations to 81 percent of reporting companies while the remaining issuers, subject to the most extensive requirements, would still account for roughly 93.5 percent of total public market float.
Uyeda said the changes are intended to make public company status less burdensome for smaller issuers.
‘Scaling regulatory obligations for smaller businesses may incentivize companies to go – and remain – public,’ he said. ‘It takes the SEC one step closer to making the consequences and burdens of being a public company less onerous – and less off-putting – for small issuers.’
The proposals arrive amid concerns about the shrinking number of US-listed public companies and growing reliance on private capital markets. SEC leadership has increasingly argued that disclosure and compliance obligations have discouraged companies from pursuing IPOs.
The commission already proposed optional semiannual reporting in place of quarterly filings earlier this month, further underscoring its push to reduce reporting frequency and compliance costs for issuers.
The latest rulemaking package also aligns with a broader rollback of SEC enforcement-era policies. Earlier this month, the commission rescinded its long-standing requirement that settling defendants could not deny allegations in SEC enforcement actions. The policy, codified in Rule 202.5(e), prohibited defendants from publicly disputing claims while simultaneously settling with the regulator.
The SEC said eliminating the policy would better align settlements with constitutional principles and encourage resolutions without forcing defendants into broad admissions by implication.
Both moves indicate a decisive switch in SEC priorities toward capital formation, deregulation and easing the path to public markets for smaller and mid-sized companies.
Natalie Bannerman
Natalie is a former telecoms and infrastructure journalist, a role she held for nearly seven years. Before this, she worked in the B2C startup space, covering lifestyle, arts and culture reporting. As senior reporter for Governance Intelligence she...
