Ongoing efforts to modernize the U.S. public company regulatory framework could reshape key aspects of the public-company lifecycle, including reporting requirements, disclosure obligations, filer classifications, and access to the capital markets. These proposals reflect a broader regulatory focus on reducing complexity, expanding accommodations for certain issuers, and improving the efficiency of the public-company ecosystem. 

In May 2026, the SEC issued two related proposals that would make significant changes to public company reporting requirements and the registered offering process. Together, the proposals represent one of the most significant reviews of the public company regulatory framework in more than two decades. The proposals remain subject to SEC rulemaking and are not currently effective. Their provisions may be revised before adoption, and the SEC has not established an effective date. 

For CFOs, the potential significance extends beyond compliance. If adopted, the proposals could affect IPO readiness, reporting and governance strategies, capital-raising flexibility, and the cost of operating as a public company. Finance leaders should closely monitor the rulemaking process and evaluate how different outcomes could affect long-term public-company planning, while continuing to comply with existing requirements. 

The following discussion focuses primarily on domestic operating companies. The proposals would apply differently to foreign private issuers and certain other specialized registrants. 

Six proposed reforms that could reshape the IPO landscape 

1. Simplifying filer status and transition rules 

Under the SEC’s proposed filer-status reforms, the current multi-tier framework would be streamlined into two primary categories: Large Accelerated Filers (LAFs) and Non-Accelerated Filers (NAFs). The accelerated filer and smaller reporting company categories would be eliminated, although emerging growth company status would remain available under the JOBS Act. The LAF public-float threshold would increase from $700 million to $2 billion. Public float would be calculated by multiplying non-affiliate shares outstanding at the end of the second fiscal quarter by the average closing stock price over the last 10 trading days of that quarter. Companies generally would need to remain above or below the applicable public-float threshold for two consecutive fiscal years before transitioning between categories. This approach could reduce filer-status changes caused by short-term market volatility.

2. A five-year public company on ramp

Any issuer that does not meet the LAF definition would be an NAF.  Under the proposal, a company could not qualify as an LAF until it had completed at least 60 consecutive calendar months of Exchange Act reporting. As a result, companies completing IPOs generally would be treated as NAFs for their registration statements and for at least their first five years as public companies, regardless of public float. Completion of the five-year seasoning period would not, by itself, result in LAF status; the company also would need to satisfy the applicable public-float and transition requirements. The proposal also would create Small Non-Accelerated Filers (SNFs), defined as NAFs with total assets of $35 million or less at the end of each of their two most recent second fiscal quarters. SNFs would have 120 days after year-end to file Form 10-K and 50 days after quarter-end to file Form 10-Q. 

3. Expanded disclosure and reporting relief 

NAFs would become eligible for the scaled disclosure requirements currently available to Smaller Reporting Companies and most accommodations currently available to Emerging Growth Companies, including: 

• • Reduced historical financial statement requirements, including two rather than three years of specified audited statements. 

• • Scaled executive-compensation disclosures and relief from certain shareholder advisory voting requirements. 

• • The ability of newly public companies, during the first five years after initial registration with the SEC, to make an irrevocable election to use the effective dates applicable to nonissuers  for new or revised accounting standards. Because the election would be irrevocable, companies would need to evaluate the financial-reporting, systems, comparability, and investor-communication implications before making that decision. 

• • Later periodic-report filing deadlines, with additional time for SNFs. 
  • Relief from auditor attestation of internal control over financial reporting under SOX Section 404(b). 

The proposal would not eliminate management’s responsibility for ICFR, disclosure controls and procedures, or executive certifications. Management’s annual assessment and report on ICFR under SOX Section 404(a) generally would begin with the company’s second annual report after it has gone public. The company’s financial statements would remain subject to audit, and applicable disclosure requirements concerning material weaknesses would continue to apply. 

4. Changes to Sarbanes-Oxley Sec 404(b) requirements 

One of the most closely watched aspects of the proposal relates to SOX Section 404(b). Because companies completing IPOs would generally remain Non-Accelerated Filers for at least their first five years as public companies, they would not be subject to the auditor attestation requirement under SOX Section 404(b) during that period. The requirement would apply only if and when the company subsequently qualified as an LAF under the final rules. Management would still be responsible for evaluating and reporting on the effectiveness of internal controls over financial reporting under SOX Section 404(a), maintaining disclosure controls, and supporting executive certifications. 

5. Modernizing capital raising through registered offerings 

The separate Registered Offering Reform proposal would increase flexibility within the registered offering process. The proposed changes include: 

• • Eliminating the 12-month Exchange Act “seasoning” requirement for Form S-3 eligibility 

• • Eliminating transaction requirements, including the $75 million public-float threshold applicable to certain primary shelf offerings 

• • Expanding incorporation by reference on Form S-1 

• • Preempting state securities-law registration and qualification requirements for registered offerings 

• • Amending certain conditions governing the age of financial statements in registration statements 

The changes could allow more issuers to establish shelf registration statements and access public capital when market conditions are favorable. 

6. New issuer categories would replace the WKSI framework for domestic issuers 

For domestic issuers, the proposal would replace the current Well-Known Seasoned Issuer (WKSI) framework with two new categories: Eligible Listed Issuers (ELIs) and Seasoned Eligible Listed Issuers (SELIs). It would extend many registration and communication accommodations currently available to WKSIs to a broader group of qualifying exchange-listed issuers, while reserving automatic shelf registration for issuers that satisfy the proposed SELI requirements. Growing companies could gain flexibility without first reaching traditional WKSI status. Qualifying foreign private issuers would continue to be eligible for WKSI status. 

What adoption would mean 

If adopted, the reforms would create a more gradual transition into public-company reporting for many issuers. Expanded disclosure accommodations, delayed application of certain compliance requirements, and enhanced access to registered capital markets could reduce some of the cost and complexity associated with the early years of public-company life.  

For the C-suite, the implications extend beyond compliance timing. The reforms could enable more companies to move forward with IPO or public-market plans that may have previously been delayed by cost, resource constraints, or regulatory complexity. The opportunity is not simply to take advantage of available relief, but to build a reporting, governance, and controls framework that scales with the business over time. 

Investor relations leaders should assess how any scaled disclosure accommodations would affect the content, timing, and consistency of public-company communications. Even when scaled disclosure is permitted, companies should consider whether investors, analysts and other market participants may expect information beyond the regulatory minimum. Boards and management teams may have additional time to sequence investment in internal control over financial reporting (ICFR) personnel, systems and processes. That flexibility should not be viewed as a reason to defer the development of effective controls. Companies will continue to be responsible for reliable financial reporting, disclosure controls, executive certifications and, when applicable, management’s assessment of ICFR. A phased approach should therefore be based on the company’s reporting risks, operating complexity and growth plans, with sufficient lead time to remediate control deficiencies before auditor attestation becomes applicable. At the same time, companies should remain mindful that investor and market expectations often exceed regulatory minimum requirements, particularly as organizations mature and attract broader shareholder attention. 

The proposals would not diminish the importance of strong governance, reliable financial reporting, and effective internal controls. Companies that could eventually meet Large Accelerated Filer criteria also should plan for the reporting deadlines, disclosure requirements, and ICFR attestation obligations that would apply upon transition. 

A balanced stakeholder view 

Stakeholder views remain mixed, reflecting the continuing debate over capital formation, compliance costs, and investor protection. Supporters believe the proposals could reduce unnecessary burdens and improve access to public markets, particularly for smaller and growth-stage companies. Other stakeholders have raised concerns about the breadth of the proposed disclosure accommodations and the potential effects of reducing the population subject to auditor attestation of ICFR. For companies evaluating the potential relief, effective governance, reliable reporting, and a risk-based control environment will remain important to maintaining investor confidence.   

The CFO imperative 

Whether adopted as proposed or modified through the rulemaking process, these reforms could significantly influence how companies transition into and operate in the public markets. While they may provide greater flexibility in reporting, compliance, and capital raising, long-term success as a public company will continue to depend on strong governance, transparent reporting, effective internal controls, and investor confidence. 

For CFOs, now is the time to evaluate how potential changes could affect long-term public-company planning and readiness efforts. Key actions include: 

• • Track the rulemaking process. Monitor the SEC’s consideration of public comments, any revisions to the proposals, final-rule developments and eventual transition provisions to evaluate how the requirements may affect IPO and reporting strategies. No changes should be incorporated into current compliance plans unless and until final rules become effective. 

• • Model filer-status trajectories. Evaluate public-float, reporting history and total asset scenarios against the proposed Large Accelerated Filer (LAF), Non-Accelerated Filer (NAF), and Small Non-Accelerated Filer (SNF) criteria, including the 60-month seasoning requirement and two-consecutive-year transition provisions, to understand how classification could change as the company grows. 

• • Stress-test ICFR readiness. While SOX Section 404(a) requirements would remain in place, treat the proposed 404(b) relief as flexibility in sequencing readiness activities, not as relief from management’s responsibility for effective ICFR. Companies that could meet the proposed LAF criteria should maintain a documented roadmap for achieving auditor-attestation readiness before the requirement becomes applicable. 

• • Align governance decisions early. Work with auditors, legal counsel, and the board to determine which accommodations may be appropriate to utilize and which areas may warrant earlier adoption of public-company practices. 
  • Develop a multi-year readiness roadmap. Coordinate the proposed five-year seasoning period with the organization’s growth strategy, reporting obligations and anticipated filer-status scenarios. If the company is likely to meet the proposed LAF criteria, plan the transition to the applicable reporting, disclosure and ICFR attestation requirements before the status change occurs. 

Ultimately, the most successful organizations will use any additional flexibility not as an endpoint, but as an opportunity to sequence investments in reporting, governance, and controls in a way that supports sustainable growth and reinforces market confidence.