United States: SEC Proposes Public Offering and Reporting Reforms

In brief

In parallel rulemakings, on May 19, 2026, the Securities and Exchange Commission proposed rule and form amendments that would significantly enhance public companies’ ability to conduct registered offerings, extend current disclosure scaling and other accommodations to most public companies, grant the smallest public companies extended deadlines to file their periodic reports, and simplify the public reporting company filer status framework.

Together, these two proposals arguably represent the most substantial recalibration of the registered offering process and the public company reporting framework in a generation. Public companies and companies considering a listing or other public offering should take note of the wide-ranging implications for how the proposals will impact their ability to access the capital markets and comply with their ongoing reporting obligations.

The public comment period for these proposals will remain open for 60 days following publication of the proposing release in the Federal Register.

Carol B. Stubblefield, Thomas J. Rice, and Steven Sandretto, Partners, have contributed to this legal update.

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