The Securities and Exchange Commission (SEC) has proposed two significant rule packages that public companies, newly public companies, and companies considering public capital markets should all keep tabs on:

  1. The first proposal, Registered Offering Reform would make registered offerings faster, more flexible, and more available to smaller public companies.
  2. The second proposal, Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies would simplify public-company filer status and extend scaled disclosure accommodations to a much larger group of issuers.

The SEC describes the purpose of these proposals as part of a broader effort to make public markets more attractive for companies and investors, primarily by making initial public offerings less onerous and ongoing securities law compliance more manageable.

Registered Offering Reform: Better Shelves, More Financing Flexibility

The registered-offering proposal, if adopted, would significantly expand access to Form S-3, the short-form registration statement public companies use for shelf offerings and other follow-on offerings. A shelf registration statement allows companies to put registered shares “on the shelf” so the registered shares can be publicly offered at a later date without needing a separate registration statement. This permits an issuer to register securities now and sell them later, when market conditions are better or capital needs are more urgent. For companies using at-the-market offering programs, or “ATMs,” shelf registration can be particularly useful because it enables the issuer to sell securities into the market over time, rather than in one large fixed-price slug.

The SEC’s proposal would make several major changes to the existing shelf registration system. If adopted, the proposal would eliminate both the current 12-month Exchange Act reporting history requirement for Form S-3 eligibility and the $75 million public float requirement that currently limits unrestricted primary offerings on Form S-3. Issuers would still need to be current and timely in their Exchange Act reports, and certain ineligible issuers would remain excluded, but the proposal would remove the transaction requirements that currently force smaller public companies into the “baby shelf” framework.

As things currently stand, an issuer with less than $75 million in public float may use Form S-3, but can generally only sell up to one-third of its public float over a rolling 12-month period. If the proposed rule is adopted, that cap is eliminated, meaning that eligible smaller public companies could have far more usable shelf capacity and much more flexibility to raise capital through registered offerings, including ATM programs.

However, it is worth noting that the proposal does not contemplate eliminating all limits on capital raising. Issuers would still be required to comply with federal securities laws and exchange rules. For example, NASDAQ-listed issuers would still need to consider NASDAQ’s shareholder approval rules, including the 20% rule. Still, the baby shelf capital raise throttle would go away.

WKSI-Style Benefits for More Issuers

In addition to providing for more flexible financing, the proposal also expands the availability of benefits now enjoyed by only large-cap issuers, or “well-known seasoned issuers,” (“WKSIs”) to certain issuers falling below this threshold. At present, WKSI status is reserved for companies with at least $700 million of public float or at least $1 billion of registered non-convertible securities issued over a three-year period.

The most important benefit of being a WKSI is the ability to use automatic shelf registration. Under the current regime, WKSIs may file a shelf registration statement that becomes effective immediately upon filing. In other words, WKSIs do not need to wait for SEC review, and can instead file a shelf registration and immediately put new securities out for offer.

The SEC proposal would expand access to automatic shelf registration. Instead of limiting automatic registration to issuers with a certain public float or dollar amount of securities issued, issuers would be bucketed between Form S-3 eligible issuers with less than 12 months of Exchange Act reporting history, and those with more than 12 months of history. Put simply, WKSI-style shelf registration would be expanded — as long as an issuer’s reporting history is clean and has been in place for over a year, that issuer can use automatic shelf registration.

The proposal also pushes other WKSI-style benefits down-market. In addition to the benefits of automatic shelves, smaller issuers would also be able to take advantage of pay-as-you-go filing fees, broad shelf flexibility, and enhanced offering-communication rules.

Blue Sky Preemption Expansion

One change that will likely impact many market participants is the significant expansion of federal preemption of state ‘blue sky’ registration and qualification requirements. Under current law, many registered offerings involving exchange-listed securities are already treated as “covered securities” and are therefore exempt from state securities registration.

Under the proposal, the SEC would define “qualified purchaser” under the Securities Act so broadly that any person offered or sold securities in a registered Securities Act offering would be treated as a qualified purchaser for purposes of federal preemption. As a result, securities sold in registered offerings would become “covered securities,” substantially preempting state registration and qualification review even for many offerings that are not currently federally preempted.

This proposal could be particularly impactful for non-traded REITs, BDCs, and other offering structures that currently require separate state-specific securities registration and qualification compliance notwithstanding SEC registration. Today, those offerings can be subject to multiple layers of blue sky review, including separate state filings, which stacks filing fees. Practically, this proposal would substantially reduce the need for separate state securities registration for many offerings that currently still face blue sky disclosure requirements.

We anticipate that this part of the proposal may draw significant resistance from state securities regulators and NASAA because state registration and qualification review for these types of registered offerings is one of the few areas where state review still plays a meaningful role. Whether this portion of the SEC’s proposal will survive the comment period remains to be seen.

Filer Status Reform: Fewer Categories, Right-Sized Disclosure

While the SEC’s first proposal would make it easier for public companies to conduct offerings, the filer-status proposal is about making it less expensive and less burdensome to remain public. Today, the public-company reporting framework is divided among several overlapping categories, including: (i) large accelerated filers; (ii) accelerated filers; (iii) non-accelerated filers; (iv) smaller reporting companies; and (v) emerging growth companies.

The SEC proposal would simplify that framework and move toward two principal categories: (i) large accelerated filers, which would remain subject to the full public-company reporting regime; and (ii) non-accelerated filers, which would receive scaled disclosure and other accommodations. The practical effect of this change would be to move many public companies into the lighter reporting category.

The proposal would also eliminate certain public-company disclosure obligations for many issuers. Most companies that would otherwise be treated as non-accelerated filers under the proposed framework would no longer be required to include, among other things, say-on-pay and say-on-frequency proposals in their proxy statements.

IPO Process Reform May Be Next

Separate from these proposals, the SEC is also inviting comments on modernizing the initial public offering process. On May 26, SEC Chairman Atkins identified the Securities Act “gun-jumping” rules as an area for possible reform, stating that the current framework is difficult to navigate and is out of date given new communication technologies.

Public comments on these IPO-process issues are requested by July 27, 2026.

What Public Companies Should Do Now

While the proposals discussed above are not final, companies, particularly issuers, and contemplated issuers, should begin evaluating how these proposals could affect their capital markets and reporting plans. Companies with shelf registration statements should confirm when their current shelf offering expires, whether they are subject to baby shelf limitations, and evaluate how their capital-raising activities would change under the proposed rules.

Newly public companies should pay particular attention. Earlier Form S-3 eligibility, expanded Form S-1 incorporation by reference, potential access to automatic shelf registration after seasoning, and a longer scaled-disclosure runway could all affect capital planning during the first several years after going public.

Bottom Line

The SEC’s registered-offering proposal could make shelf registration and ATM programs significantly more useful for smaller public companies, and the  filer-status proposal would reduce ongoing public-company overhead for many issuers by raising the threshold for large accelerated filer status and expanding scaled disclosure accommodations.

Winthrop & Weinstine’s Securities & Corporate Finance team is continuing to monitor these proposals. For more information, please contact your regular Winthrop attorney or a member of our Securities & Corporate Finance team.

NOTICE: This client alert is a periodic publication of Winthrop & Weinstine, P.A., and should not be construed as legal advice or legal opinion on any specific facts or circumstances. The contents are intended for general information purposes only, and you are urged to consult legal counsel concerning your situation and any specific legal questions. This may be considered advertising material.

June 3, 2026