On May 19, 2026, the Securities and Exchange Commission proposed a set of amendments that would fundamentally restructure the registered offering framework under the Securities Act of 1933. The proposal reflects a broad policy shift away from size‑based eligibility thresholds and toward a disclosure‑driven model that prioritizes reporting status, market access, and the availability of current information to investors. If adopted, the reforms would significantly expand access to short‑form registration and shelf offerings, recalibrate the allocation of offering flexibility across issuers, and streamline several procedural and disclosure requirements that have historically constrained capital raising. Expanded Form S-3 Eligibility and Shelf Access The proposed expansion of Form S‑3 eligibility is the centerpiece of the SEC’s reform package and would significantly broaden issuers’ ability to access the public capital markets. At a high level, the SEC is proposing to move away from the existing mix of seasoning and size‑based requirements and instead tie Form S-3 eligibility more directly to an issuer’s reporting status and the availability of current disclosure. Under the current framework, Form S‑3 eligibility is subject to both registrant and transaction‑based requirements. These include a minimum 12 month reporting history, current and timely Securities Exchange Act of 1934 reporting, and, for primary offerings, a $75 million public float threshold. Issuers that do not meet that threshold are subject to the “baby shelf” limitations, which cap the amount of securities that may be sold over a rolling 12‑month period. The SEC’s proposal would eliminate both the one‑year ‘seasoning’ reporting history requirement and the transaction‑based limitations, including the public float threshold and corresponding volume caps. In their place, eligibility would turn largely on whether the issuer is subject to Exchange Act reporting and is current in its filings. As a practical matter, this would allow issuers to become Form S‑3 eligible and conduct shelf take-downs to access capital more quickly and cost-effectively much earlier in their public company lifecycle, including shortly after an initial public offering. Issuers meeting the revised standard would also be able to establish shelf registration statements without delay and conduct offerings without regard to size‑based limits. In turn, a broader group of issuers would be positioned to take advantage of at‑the‑market programs and other flexible capital‑raising structures. The proposal would also streamline the existing framework by eliminating certain disqualifying conditions and placing greater weight on the availability of current disclosure. New Eligible Listed Issuers/Seasoned Eligible Listed Issuers (ELI/SELI) Framework Replacing the Well Known Seasoned Issuer (WKSI) Regime In parallel with the expansion of Form S-3 eligibility, the SEC has proposed to eliminate the existing WKSI framework and replace it with a new tiered issuer classification system that reallocates offering flexibility across a broader group of issuers. Under this system, issuers would be classified as Form S-3 Eligible Issuers, ELIs, and SELIs. Form S-3 Eligible Issuers would include all issuers that meet the revised eligibility criteria. ELIs would consist of Form S-3 eligible issuers with stock exchange-listed equity securities. SELIs would be ELIs that have been subject to Exchange Act reporting (or ‘seasoning’) for at least 12 months. Unlike the current WKSI definition, the proposed classifications would not rely on public float thresholds or debt issuance tests. Instead, eligibility would depend on disclosure status, exchange listing and reporting history. The proposal would allocate the benefits currently associated with WKSI status across these categories. All Form S-3 Eligible Issuers would gain access to certain procedural flexibilities, including greater ability to rely on Exchange Act reporting to update disclosure and to utilize offering communications. ELIs would receive additional accommodations that enhance offering flexibility, including expanded communications capabilities, the ability to update registration statements through post-effective amendments, and the ability to defer payment of SEC filing fees until securities are sold from their Form S-3 registration statement. SELIs would have access to automatically effective Form S-3 shelf registration statements, known as Form S-3ASRs, which would be the most significant accommodation under the current framework. A Form S-3ASR becomes effective automatically upon filing and permits issuers to execute offerings without prior SEC review, allowing for rapid access to capital raising. Form S-1 Modernization: Expanded Incorporation by Reference The proposal would expand the eligibility of issuers to use both backward and forward incorporation by reference when filing a Form S-1, allowing a broader group of issuers to avoid duplicative disclosure and reduce compliance costs for issuers. This expansion to permit incorporation by reference for a registration statement on Form S-1 gives a ‘short form’ registration statement pathway to more issuers in lieu of using Form S-3. The proposal would eliminate the current requirement for an issuer to have filed a form 10-K for its most recently completed fiscal year in order to use backward incorporation by reference on Form S-1. As a result, issuers that are not eligible to use Form S-3 will be allowed to use backward incorporation by reference prior to filing a Form 10-K for their most recently completed fiscal year. Issuers will also be allowed to use backward incorporation by reference during their first year as an Exchange Act reporting company even when they have not yet been required to file their annual report on Form 10-K. Second, the proposal would eliminate the current limitation that permits only smaller reporting companies (SRCs) to use forward incorporation by reference on Form S-1 and does not extend that ability to larger issuers. As a result, issuers that are eligible to use backward incorporation by reference would also be able to use forward incorporation by reference. By adopting this proposed amendment, registration statements would be automatically updated through subsequent Exchange Act reports, which will reduce the need to file post-effective amendments and prospectus supplement updates for offerings conducted using Form S-1. The proposed amendment, however, would not extend the forward incorporation on Form S-1 in context of delayed shelf offerings or primary at-the-market (ATM) offerings, which would continue to only be available using Form S-3. Business Development Companies (BDCs) and Closed-End Funds (CEFs) In addition to amending the registration and offering process for issuers that register securities on Form S-1 and Form S-3, the proposed amendment would extend similar modifications to the registration and offering process for BDCs and registered CEFs that register securities on Form N-2. These proposed amendments are described in our separate May 28, 2026, client alert titled “If Adopted, Proposed SEC Rules Should Make it Easier for More Closed-End Funds and BDCs to Register and Offer their Securities.” Preemption of State Securities Law Registration and Qualification Section 18(a) of the Securities Act currently provides that states may not require registration or qualification of “covered securities,” which includes securities with respect to the offer or sale to qualified purchasers. Currently, generally only registered offerings of securities that are listed or approved for listing on a national securities exchange are not subject to state securities laws registration and qualification requirements, while offerings of unlisted securities must comply with such requirements. The proposed amendments will add a new definition of “qualified purchaser” under section 18(b)(3) of the Securities Act to preempt state securities law registration and qualification requirements with respect to any registered offering under the Securities Act (including securities that are not listed or proposed to be listed on a national securities exchange). This proposed amendment would benefit issuers with shares quoted on the over-the-counter (OTC) market that are not listed on a national securities exchange. Federal preemption of state securities law registration for SEC registered offerings by OTC companies would reduce regulatory oversight and compliance costs for these issuers and simplify the process for conducting registered securities of unlisted securities. Other Proposed Rule Amendments Delaying Amendments The SEC proposes to amend Rule 473 under the Securities Act in such way that provides that a registration statement will be deemed delayed, unless the issuer includes on the facing page of the registration statement a legend stating that it should become effective in accordance with the provisions of Section 8(a) of the Securities Act. As a result, issuers will no longer need to include the delaying amendment for purposes of delaying a registration statement’s effectiveness. Issuers desiring that a registration statement become available on the 20th day after its filing would need to include an applicable legend on the facing page of the registration statement. Grace Period for Untimely Filing and Form S-3 Eligibility The SEC proposes to amend Form S-3 such that an issuer that makes a late filing which would otherwise render it ineligible to use Form S-3, it would not lose its ability to use Form S-3 if certain conditions are met. First, the late filing would need to have been made within seven calendar days of the original due date (without giving any effect to any applicable filing extension period under Rule 12b-25 under the Exchange Act). Second, the issuer could have made only one untimely filing during the issuer’s relevant lookback period (i.e., the 12 calendar months and any portion of a month immediately preceding the filing of the Form S-3). This grace period to cure an untimely filing would ensure that issuers are not faced with a harsh consequence for a single untimely filing and could instead retain access to use Form S-3 and its faster path to capital and lower compliance burdens than Form S-1.  Elimination of Certain Conditions Relating to Age of Financials The Proposed amendments would simplify the rules under Regulation S-X regarding how recent financial statements required for a registration statement or a proxy statement must be. Under the proposed amendments, an SRC that is either an Exchange Act reporting company that has filed all periodic reports due, or is a non-reporting company, would have 90 days after its fiscal year end to provide audited annual financial statements for its most recently completed fiscal year, regardless of the timing of a registration statement or a proxy statement, unless such financial statements become available earlier. Additionally, a non-SRC Exchange Act reporting company that has filed all required periodic reports would be required to provide annual audited financial statements in a registration statement no later than its Form 10-K due date, which is based on its filer status. For additional information about proposed changes to filer status categories, see our separate June 1, 2026, client alert titled “SEC Proposes Significant Changes to Public Company Reporting Rules, Including New Filer Categories and Expanded Disclosure Relief.” Such proposed amendments are intended to reduce costs of conducting registered offerings and certain proxy solicitation, especially for those loss generating issuers who may otherwise face unnecessary delays in raising capital via registered offering or completing strategic transactions through proxy solicitation, by expanding the population of issuers eligible for extended financial statement updating periods. Implications for Foreign Private Issuers (FPIs) At this time, the SEC’s proposed amendments do not extend to FPIs. The proposed amendments prohibit FPIs from using both Forms S-1 and S-3 entirely, even if the FPIs report on domestic Exchange Act forms. FPIs would continue to be able to use Form F-1, as well as Form F-3, which has similar eligibility requirements and benefits as Form S-3, and is available to FPIs. The SEC stated that given its ongoing comprehensive review of the FPIs framework, which was announced in June 2025, it would not extend to FPIs the benefits of the proposed amendments at this time. The SEC also stated that it expects minimal impact from this aspect of the proposed amendment based on its understanding that few FPIs file on domestic forms. * * * * * * * * If you would like further information regarding the proposed amendments to filer status and reporting requirements under the Exchange Act, or any other rule changes or guidance described above, please contact the lawyer at Sullivan & Worcester LLP with whom you regularly consult, or any of the lawyers listed above.

On May 19, 2026, the Securities and Exchange Commission proposed amendments to public company reporting under the Securities Exchange Act of 1934 that would significantly reshape how public companies are classified and regulated. The proposal would replace the existing multi-tier filer structure with two primary categories: (i) large accelerated filers and (ii) non-accelerated filers, the latter of which would include a new subcategory of small non-accelerated filers. These proposals effectively remove the accelerated filer and smaller reporting company classifications and extend many current disclosure and compliance accommodations to an expanded group of non-accelerated filers. If adopted, these amendments would mark a substantial modernization of the SEC’s filer status framework. The changes are intended to streamline reporting obligations, lower compliance expenses and ease regulatory burdens for most public companies, while maintaining more intensive disclosure standards for large accelerated filers. Simplified Filer Status Categories Currently, there are five unique SEC filer statuses: (i) large accelerated filer, (ii) accelerated filer, (iii) non-accelerated filer, (iv) smaller reporting company and (v) emerging growth company. As constructed, some of these statuses often overlap with one another based on the make-up of a company. The proposed changes would simplify the SEC’s filer classification system by reducing it to two main categories: large accelerated filers and non-accelerated filers, while continuing to recognize emerging growth companies as a separate statutory designation. Consequently, under the proposed framework, the accelerated filer and smaller reporting company classifications would be removed. Large Accelerated Filers and Non-Accelerated Filers The proposal would increase the public float (i.e., equity held by non-affiliates) threshold for large accelerated filer status from $700 million to $2 billion and the public float calculation would be determined using the company’s average stock price during the final 10 trading days of its second fiscal quarter, instead of the current test using the float on the last business day of the second fiscal quarter. The proposed 10-day average is intended to prevent filer status from being based on a one-day price movement on the testing date. To qualify as a large accelerated filer, a company would need to satisfy the threshold for two consecutive years and remain subject to the Exchange Act reporting requirements for at least 60 continuous calendar months (five years). Under current requirements, a company need only have been subject to such reporting requirements for at least 12 months and a filer’s status can fluctuate from year to year if its public float hovers above and below the current $700 million threshold. Extending the seasoning period of newly public companies from the current 12 months to 60 consecutive calendar months is intended to create an “on-ramp” for newly public companies to allow them to stabilize and grow while being subject to more limited disclosure requirements and other reporting accommodations for this extended period. This would provide companies with more time to become accustomed to public company reporting and reduce compliance burdens in the early years of being public. Similarly, raising the public float threshold to capture only the largest of public companies and requiring that the $2 billion public float requirement be met for two consecutive years would significantly decrease the number of companies that would be subject to large accelerated filer status (thereby increasing the number of companies subject to the more scaled requirements of non-accelerated filers) and increase predictability of which reporting requirements would apply to a company. If the proposal is adopted by the SEC, we anticipate that these proposed changes would be welcomed both from the public company and investment communities, as there would be more consistency as to the disclosure requirements imposed on companies. The filing deadlines for periodic reports under the Exchange Act for large accelerated filers would remain 60 days from fiscal year end for annual reports on Form 10-K and 40 days from quarter ends for quarterly reports on Form 10-Q. Under the proposal, any company that does not qualify as a large accelerated filer, as described above, would be classified as a non-accelerated filer. As a result, all companies would be treated as such from the time of their initial public offering or SEC registration and continuing for at least five years thereafter due to the proposed seasoning requirement described above. Companies classified as non-accelerated filers will enjoy the more limited disclosure requirements currently available to smaller reporting companies and emerging growth companies (as described below). Filing deadlines for non-accelerated filers would remain unchanged at 90 days from fiscal year end for annual reports on Form 10-K and 45 days from quarter ends for quarterly reports on Form 10-Q. However, as noted above, more companies will qualify for these deadlines as opposed to how the system is currently constructed by virtue of proposed elimination of accelerated filer status, which currently requires annual reports on Form 10-K to be filed 75 days after the filer’s fiscal year end for companies that are accelerated filers but not large accelerated filers. Small Non-Accelerated Filers Beyond the consolidation of the filer statuses noted above, the proposal would also establish a new subcategory of non-accelerated filers for the smallest reporting companies. A company would qualify as a small non-accelerated filer if it meets the definition of a non-accelerated filer and has reported total assets of $35 million or less at the end of its two most recent second fiscal quarters. Companies that qualify as small non-accelerated filers would benefit from extended filing deadlines, allowing up to 120 days after fiscal year-end to file Form 10-Ks (rather than the current 90-day deadline for non-accelerated filers) and up to 50 days after fiscal quarter-end to file Form 10-Qs (rather than 45 days). The additional time to complete these periodic filings would provide substantial reporting relief to the smallest public companies, which often have limited accounting and financial reporting personnel resources and for whom compliance costs can constitute a significant portion of their overall costs. It is important to note that the SEC has not proposed changes to the existing filing deadlines for Form 8-Ks, thus small non-accelerated filers would still be expected to keep the market updated as promptly as current regulations require. Non-Accelerated Filer Enhanced Accommodations Under the proposal, all non-accelerated filers would become eligible for substantially the same scaled disclosure accommodations currently available only to smaller reporting companies and emerging growth companies, subject to limited exceptions applicable to asset-backed issuers, most foreign private issuers and certain investment-company-related issuers. These accommodations would include: reduced executive compensation disclosure obligations, including exemption from pay-versus-performance disclosure requirements; exemption from certain requirements to hold shareholder advisory votes to approve executive compensation (“say-on-pay”), frequency of say-on-pay voting, and “golden parachute” compensation; the ability to provide only two years of audited financial statements, rather than three years; and relief from the auditor attestation requirement for internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act. Initial Transition Framework Under the proposed rules, companies that are already public when the final rules become effective would be required to determine whether they qualify as large accelerated filers or non-accelerated filers, and small non-accelerated filers within that classification, based on their status as of the end of the fiscal year preceding the rules’ effective date. This determination would rely on the company’s public float and, where relevant, total assets for both that fiscal year and the immediately preceding fiscal year. Existing public companies could perform this initial status determination at any point after the final rules become effective, provided that the assessment is completed no later than the day before the final day of the fiscal year in which the rules take effect. If a company fails to complete the assessment within that period, default treatment would apply until the next assessment date. Specifically, a company that was previously classified as a large accelerated filer would continue to be treated as such, while all other companies would be treated as non-accelerated filers not considered small non-accelerated filers. Once a company completes the initial assessment and qualifies as a non-accelerated filer, the company may immediately begin relying on the accommodations available in its next Securities Act or Exchange Act filing. Similarly, a company that qualifies as a small non-accelerated filer could begin using the extended filing deadlines for its next Form 10-Q or Form 10-K filed after completion of the assessment. Foreign Private Issuers The proposal would not apply the new large accelerated filer and non-accelerated filer classifications to certain categories of issuers. In particular, foreign private issuers (FPIs) that choose to report using the FPI-specific forms and regulatory framework would remain outside the scope of the new filer-status regime. As a result, FPIs that file annual reports on Form 20-F would continue to be subject to the existing internal control over financial reporting auditor attestation requirement under Section 404(b), if they maintain a public float of at least $75 million as of the end of their most recently completed second fiscal quarter, unless they otherwise qualify as emerging growth companies, and the public float calculation for filer status would be based on the last day of the most recently completed second fiscal quarter. The SEC has indicated that it is preserving the current approach for FPIs while it continues its broader evaluation of the FPI reporting framework which was announced in June 2025. * * * * * * * * If you would like further information regarding the proposed amendments to filer status and reporting requirements under the Exchange Act, or any other rule changes or guidance described above, please contact the lawyer at Sullivan & Worcester LLP with whom you regularly consult, or any of the lawyers listed above.