Going and Staying Public: SEC Proposes Simplified Disclosure for Most Public Companies

On May 19, 2026, the SEC proposed amendments that would extend disclosure scaling and other accommodations currently available to newly public companies and smaller companies to seasoned companies and mid-sized public companies (the “Filer Status Proposal”).

If adopted, the Filer Status Proposal would (1) simplify filer status for public reporting companies into two primary categories—large accelerated filers (“LAFs”) and non-accelerated filers (“NAFs”), (2) raise the market cap threshold and seasoning requirements for large accelerated filers and extend to all NAFs the existing accommodations and scaled disclosures applicable to smaller reporting companies (“SRCs”) and emerging growth companies (“EGCs”) and (3) further extend periodic reporting deadlines for the smallest NAFs, as measured by total assets.

Under the Filer Status Proposal, companies will fall into one of two categories:

• Large Accelerated Filer: The Filer Status Proposal would revise the definition of “large accelerated filer” to mean an issuer that, as of the end of each of its two most recent second fiscal quarters, had an aggregate worldwide market value of voting and non-voting common equity held by non-affiliates of at least $2 billion.
• Non-Accelerated Filer: The Filer Status Proposal would significantly expand the “non-accelerated filer” category, which would be defined as any issuer that is not an LAF. Consistent with the current framework, all issuers would initially qualify as NAFs upon becoming subject to the reporting requirements of the Exchange Act. However, if the proposed 60-month seasoning requirement is adopted, newly public companies would remain NAFs for at least five years following an initial public offering (“IPO”) or initial registration.

Under the proposal, an issuer generally would qualify as an LAF only if it had a public float of at least $2 billion as of the end of each of its two most recent second fiscal quarters and had been subject to Exchange Act reporting for at least 60 consecutive calendar months. Public float would be calculated using the average closing stock price over the final 10 trading days of the applicable second fiscal quarter, multiplied by the aggregate worldwide number of shares held by non-affiliates as of the last day of that quarter. In addition, the issuers would transition into or out of LAF status only if it remained above or below the applicable threshold for two consecutive years. As a result, newly public companies would remain NAFs for at least five years following an IPO or initial registration.

NAFs would be permitted to, among other things: (1) include more limited business disclosure; (2) present two (instead of three) years of management’s discussion and analysis (“MD&A”); (3) provide two (instead of three) years of summary compensation table disclosure; and (4) limit executive compensation disclosure to three (instead of five) named executive officers. In addition, NAFs would be permitted to omit several disclosure items currently required for larger issuers, including (1) risk factor disclosure in Forms 10-K and 10-Q, (2) quantitative and qualitative disclosures about market risk and (3) compensation discussion and analysis (“CD&A”), compensation policies and practices related to risk management, pay ratio disclosure and certain executive compensation tables. NAFs that are not investment companies also generally would be permitted to prepare financial statements under Article 8 of Regulation S-X.

The proposal would also expand the availability of the exemption from the Sarbanes-Oxley Act Section 404(b) auditor attestation requirement, while preserving management’s internal control over financial reporting (“ICFR”) obligations, annual financial statement audits and related management certifications. A new “small non-accelerated filer” subcategory, for issuers with total assets of $35 million or less, would receive longer Form 10-K and Form 10-Q filing deadlines. The proposed framework would not apply to asset-backed issuers or to foreign private issuers that report on FPI forms.

The public comment period for the proposed amendments will remain open until July 20, 2026. Comments may be submitted via the SEC’s form, available here.

For more information, see Debevoise In Depth.

SEC Proposes Registered Offering Reform

On May 19, 2026, the SEC proposed amendments to its rules under the Securities Act of 1933, as amended (the “Securities Act”), that are intended to facilitate capital formation in the public securities markets by expanding issuer eligibility for key registration forms and offering tools, and by modernizing the rules governing how issuers communicate with investors (the “Registered Offering Proposal”).

On the same day, the SEC proposed amendments that would extend disclosure scaling and other accommodations currently available to newly public companies and smaller companies to seasoned companies and mid-sized public companies. In a statement accompanying the proposed amendments, SEC Chairman Paul Atkins described the proposals as part of his “Make IPOs Great Again” agenda, which is intended to incentivize companies to “go and stay public.”

The proposal would significantly expand Form S-3 eligibility by eliminating several existing requirements, including the requirement that an issuer have been subject to reporting under the Exchange Act of 1934, as amended (the “Exchange Act”), for at least 12 calendar months before filing. Instead, issuers generally would need to be current and timely in their Exchange Act reporting during the preceding 12 calendar months, or any shorter period during which they were required to file such reports. Form S-3 would remain unavailable to certain issuers, including blank check companies, shell companies, penny stock issuers, certain disqualified issuers and foreign private issuers, although eligible foreign private issuers (“FPIs”) would continue to be able to use Form F-3.

The Registered Offering Proposal would also eliminate Form S-3’s transaction requirements in current General Instruction I.B, including the requirement that an issuer have a $75 million public float to conduct unlimited primary offerings and the one-third of public float limitation on primary offerings by certain smaller issuers, such that any issuer that meets the proposed registrant requirements would be eligible to use Form S-3.

Additionally, under the Registered Offering Proposal, “seasoned eligible listed issuers” (“SELIs”) would be the only type of issuer that would be eligible for automatically effective shelf registration. Several benefits currently reserved for “well-known seasoned issuers” (“WKSIs”) would be extended to all SELIs and “eligible listed issuers” (“ELIs”).

The Registered Offering Proposal would also make two notable changes: elimination of the annual report requirement for backward incorporation and extension of forward incorporation by reference to all eligible issuers.

The public comment period will remain open until July 27, 2026. Comments may be submitted via the SEC’s form, available here.

For more information, see Debevoise In Depth.

SEC Call to Modernize the IPO Process

In a May 26, 2026, address, SEC Chairman Paul Atkins noted that, in addition to recently announced SEC proposals to simplify and modernize the SEC’s public company disclosure requirements, such as proposals for semiannual reporting, registered offering reform and filer status reform, the SEC is preparing recommendations to modernize the IPO process itself and “Make IPOs Great Again.”

One of the challenges Chairman Atkins identified for companies considering an IPO is navigating the “spider web” of communication—or gun-jumping—rules under the Securities Act, and called for considerable reforms to these rules to better reflect modern communications technology. Chairman Atkins also called for “bold” innovation and the development of alternative methods of taking a company public beyond the traditional IPO conducted through a firm commitment underwriting process, noting that the SEC may revisit registration statement requirements for direct listings as part of this process.

Chairman Atkins’s remarks are notable for private equity sponsors and portfolio companies evaluating IPO readiness, as well as other pre-IPO companies, as they signal continued SEC interest in reducing regulatory burdens associated with U.S. public company status. The SEC has opened a public comment process on these issues, and comments are requested to be submitted electronically or on paper by July 27, 2026.

For more information, see Debevoise Insights.

SEC Proposes to Rescind Climate Disclosure Rules

On May 29, 2026, the SEC proposed to rescind in their entirety its Climate-Related Disclosure Rules (the “Rules”). The proposed rescission follows the SEC staff’s May 4 submission to the Office of Information and Regulatory Affairs of a proposed rulemaking entitled “Rescission of Climate-Related Disclosure Rules” and the SEC’s May 7 notification to the U.S. Court of Appeals for the Eighth Circuit (the “Eighth Circuit”) that the SEC would not renew its defense of the Rules.

In a statement accompanying the proposal, the SEC wrote that the Rules exceed its statutory authority. The SEC also cited independent policy grounds for rescission, including that the Rules, in the SEC’s view, are unnecessary and inconsistent with a registrant-specific, materiality-based disclosure framework; extend beyond the policy concerns of federal securities laws; impose costs not justified by their informational benefits; and conflict with the SEC’s objectives of facilitating capital formation and promoting public company status.

The proposed rescission was published in the Federal Register on June 3 and has been assigned File No. S7-2026-19. The public comment period will remain open through August 3, after which the SEC will determine whether to take the final action as proposed. Companies doing business in California should note that any disclosure requirements they are subject to under SB 253 remain unchanged.

For more information, see Debevoise Insights.

SEC Announces Settlements in Schedule 13D Enforcement Actions

On May 4, 2026, the SEC announced settlements in connection with three enforcement actions for violations of beneficial ownership disclosure requirements, including:

• The proposed settlement to resolve charges against Elon Musk and the Elon Musk Revocable Trust for failing to timely file a beneficial ownership report after acquiring more than 5% of Twitter Inc.’s outstanding shares. Musk and the trust allegedly acquired more than 9% of Twitter’s outstanding shares before filing the report 11 days late. Following the disclosure, Twitter’s stock price increased by more than 27%. According to the SEC, the failure to timely file the report enabled the trust to continue purchasing Twitter shares at artificially low prices. Without admitting or denying the allegations, the trust consented to permanent injunctions and a $1.5 million civil penalty. If the settlement is approved by the court, the SEC will separately dismiss charges against Musk in his personal capacity. In a June 1 filing, attorneys for the SEC proposed removing language that prevented the defendants from publicly disputing the charges from the proposed final judgment, which was first submitted before Rule 202.5(e), the “gag rule,” was repealed.
• The settlement of charges against ACM-CPC LLC (“CPC”). The SEC charged CPC with filing an inaccurate Schedule 13D and an untimely amendment in connection with its plan to change control of XWELL Inc. According to the SEC, CPC began purchasing XWELL shares and developed a plan to install a new board at the company. After crossing the 5% ownership threshold, CPC filed its Schedule 13D, but failed to disclose its plan to replace XWELL’s board with its own slate of directors. CPC later amended the filing to disclose material changes, including the filing of a lawsuit against XWELL and negotiations regarding board nominees, but the SEC alleged that the amendment was untimely. Without admitting or denying the allegations, CPC agreed to a cease-and-desist order and a $100,000 civil penalty.
• The settlement of charges against MCB Acquisitions Manager LLC (“MCB”). The SEC charged MCB with failing to timely file a beneficial ownership report after acquiring more than 5% of Whitestone REIT’s common stock in connection with a planned take-private transaction. According to the SEC, MCB began acquiring Whitestone shares while solidifying its plans to take the company private. After surpassing the 5% ownership threshold, MCB continued purchasing shares before filing its Schedule 13D report 17 days later. Without admitting or denying the allegations, MCB consented to a cease-and-desist order and agreed to pay a $75,000 civil penalty.

DOJ and CFTC Bring First-Ever Prediction Markets Insider Trading Charge Against a Public Company Employee

On May 27, 2026, the Department of Justice (“DOJ”) and the Commodity Futures Trading Commission (“CFTC”) brought the first prediction-markets insider-trading case against a public-company employee, alleging that a Google software engineer profited more than $1.2 million trading Polymarket contracts using confidential Google search-trend data. The case follows last month’s charges against a U.S. Army soldier accused of trading on classified military information.

The case confirms that the DOJ and the CFTC’s prediction-markets insider-trading theories are not limited to government information and extend to other forms of confidential information, including corporate information. Notably, the charges involve Google search-trend and Year in Search data rather than earnings, M&A activity or other traditional securities-market information, underscoring the broad range of business information that may give rise to prediction-markets insider-trading risk.

Additionally, this cross-border case reflects the federal government’s view that its charging authority in such matters is transnational. Unlike the U.S. Army soldier in last month’s case, who resided in the United States and was a U.S. government employee, the Google software engineer in this case is an Italian citizen who resided in Switzerland, and the complaint contains limited allegations tying him to the United States. The case also sends a clear message that the DOJ and the CFTC view insider trading on the prediction markets that occurs globally as squarely within the reach of U.S. criminal and civil law enforcement.

The charges once again highlight the need for companies to assess whether their insider-trading, confidentiality and personal-trading policies adequately address prediction markets and event contracts, including the use of nonpublic business information in those markets.

For more information, see Debevoise Insights.

SEC Blows the Whistle on Foot Locker

On May 22, 2026, the SEC announced a settled enforcement action against Foot Locker, Inc. (“Foot Locker”) for impeding protected whistleblower activity by using separation agreements that required departing employees to waive their ability to recover whistleblower awards for reporting alleged misconduct to the SEC.

Foot Locker’s settlement with the SEC continues a line of enforcement actions against public and private companies for including language in employment agreements, company policies and other materials that the SEC has interpreted as having a chilling effect on potential whistleblowers in violation of Section 21F of the Dodd-Frank Act and Exchange Act Rule 21F-17(a) thereunder.

Notably, Foot Locker settled “without admitting the findings herein,” rather than using the traditional formulation that a respondent settles “without admitting or denying” the findings. This change is consistent with the SEC’s May 18, 2026, rescission of the “no admit, no deny” or “gag” rule.

The SEC’s action against Foot Locker marks the first such settlement since January 2025 and the first of its kind under the Atkins SEC. The settlement also serves as a reminder that while the current SEC may be less active in bringing cases involving violations of Rule 21F-17(a), the enforcement staff will continue to pursue instances in which companies include language in their agreements that the staff views as clearly violative. Public and private companies should review their current employment contracts, separation agreements and other documents across their businesses to ensure that they appropriately carve out whistleblowing activities from their confidentiality provisions and avoid award waiver and similar provisions, regardless of whether any steps have been taken to enforce such restrictions. To the extent prior versions of documents contain such language, companies should ensure that those versions are no longer in use.

For more information, see Debevoise Update.

Executive Compensation Impacts of the SEC’s Proposed Filer Status Framework

On May 19, 2026, the SEC proposed amendments that would consolidate the current five overlapping filer status categories into two principal categories—LAFs and NAFs. The accelerated filer and SRC categories would be eliminated, and the disclosure accommodations currently available to SRCs and emerging growth companies would be extended to all NAFs.

NAFs would be exempt from say-on-pay, say-on-frequency and say-on-golden-parachute advisory votes. They also would be permitted to comply with the scaled executive compensation disclosure requirements of Item 402(m)-(r) of Regulation S-K, applicable to SRCs, rather than the full Item 402 disclosure requirements applicable to LAFs. As a result, NAFs would not be required to provide a CD&A, pay-versus-performance disclosure, CEO pay ratio disclosure, compensation policies and practices disclosure relating to risk management or golden parachute compensation disclosure. NAFs also would provide disclosure for a smaller named executive officer group and would not be required to automatically include the principal financial officer unless that officer is among the two most highly compensated executive officers, excluding the principal executive officer.

The scaled disclosure accommodations are permissive, not mandatory, and NAFs could voluntarily continue to provide the more extensive executive compensation disclosure or include advisory votes in their proxy statements. However, companies that transition to NAF status should note that the elimination of the mandatory say-on-pay vote for NAFs may prompt proxy advisory firms to redirect scrutiny toward director elections for compensation committee members.

Comments on the proposal are due July 20, 2026, and final rules could potentially be effective for the 2027 proxy season.

For more information, see Debevoise In Depth.

SEC Proposals Would Modernize Offering and Reporting Rules for Business Development Companies and Closed-End Funds

On May 19, 2026, the SEC proposed two rulemaking packages that would affect business development companies (“BDCs”) and registered closed-end funds (“CEFs”). The first proposal, the Registered Offering Proposal, would expand registered offering and shelf registration flexibility for certain BDCs and CEFs. The second proposal, the Filer Status Proposal, would simplify Exchange Act filer status and provide scaled disclosure accommodations for many reporting companies, including BDCs.

As a result of the Registered Offering Proposal, listed BDCs and listed CEFs that qualify as ELIs could access expanded Short-Form N-2 eligibility without satisfying current Form S-3 transaction requirements, including the $75 million public float test. SELI status, which would require 12 months of relevant reporting history, would unlock automatic shelf registration on Form N-2ASR, a benefit currently reserved for WKSI-affected funds. The proposal would not extend Short-Form N-2 eligibility to unlisted affected funds, although Rule 486 would be retained and proposed changes to Rule 139b could expand the research safe harbor for covered investment funds.

The Registered Offering Proposal would also add a new definition of “qualified purchaser” under Rule 146 for purposes of Securities Act Section 18(b)(3). Under the proposed definition, any person to whom securities are offered or sold in an offering registered under the Securities Act would be treated as a qualified purchaser for purposes of the federal covered securities framework. As a result, securities offered and sold in registered offerings would be covered securities and would be exempt from state registration and qualification requirements. This proposed “Blue Sky” preemption would be particularly significant for non-traded BDCs and non-traded REITs by reducing the cost, timing and friction associated with national distribution, although states would retain antifraud authority and, where permitted, notice filing and fee requirements.

The Filer Status Proposal would be most relevant to BDCs and other private wealth-oriented vehicles that file Exchange Act reports. For BDCs, the proposal would raise the LAF public float threshold from $700 million to $2 billion and would require 60 consecutive calendar months of Exchange Act reporting before it could become an LAF. This would create a meaningful five-year on-ramp for newly public BDCs. BDCs that qualify as non-accelerated filers would be eligible for scaled disclosure and financial statement accommodations, including relief from ICFR auditor attestation requirements, while CEFs generally would not be affected by the Exchange Act filer-status changes in the same manner because they report under the Investment Company Act of 1940 (“1940 Act”) framework. Comments on each proposal are due 60 days after publication in the Federal Register.

For more information, see Debevoise In Depth.

Invitation to Participate in Society for Corporate Governance Survey

In response to requests from the SEC in connection with the proposed shift to “semiannual reporting” for certain public companies, the Society for Corporate Governance is compiling data on the practical implications for issuers of the SEC’s proposed rules, including the following alternatives: (i) retaining the current reporting cadence and disclosure requirements; (ii) permitting semiannual reporting; (iii) requiring semiannual reporting; (iv) adopting a streamlined, less burdensome 10-Q reporting process; or (v) some combination of the above.

Responses to the survey, available here, will be used in aggregate form to inform the Society for Corporate Governance’s advocacy and comment letter to the SEC.

For more information on the SEC’s proposed amendments, see Debevoise Insights.

SEC Rulemaking Under OIRA Review

A summary of selected SEC rulemaking items currently under review by the Office of Information and Regulatory Affairs (“OIRA”) follows:

Regulatory Identifier	Description of Rulemaking Item	Latest Action
3235-AN38	Recommendation of proposed rules relating to the offer and sale of crypto assets, potentially to include certain exemptions and safe harbors, to help clarify the regulatory framework for crypto assets and provide greater certainty to the market.	OIRA – Pending review.
3235-AN78	Request for comment on swap and security-based swap data reporting.	OIRA – Pending review.

Securities Law-Related Legislation

A summary of selected recent securities law-related legislation proposed in June 2026 follows:

Name of Bill	Description of Bill	Latest Action
H.R.8712	A bill extending new disclosure obligations to public companies with certain categories of goods produced in China’s Xinjang region—as identified in the UFLPA—in their supply chains.	05/14/2026 Sponsor introductory remarks on measure.
H.R.8957	To establish a Strategic Bitcoin Reserve and other programs to ensure the transparent management of Bitcoin holdings of the Federal Government, to offset costs utilizing certain resources of the Federal Reserve System, and for other purposes.	House – 05/21/2026 Referred to the House Committee on Financial Services.
S.4690	A bill to amend the Securities Act of 1933 to expand the ability to use testing the waters and confidential draft registration submissions, and for other purposes.	Senate – 06/04/2026 Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.
H.R.3633	A bill establishing a regulatory framework for digital commodities, defined by the bill as digital assets that rely upon ablockchain for their value.	Senate – 06/01/2026 Placed on Senate Legislative Calendar under General Orders.Calendar No. 423.

 

This publication is for general information purposes only. It is not intended to provide, nor is it to be used as, a substitute for legal advice. In some jurisdictions it may be considered attorney advertising.