SEC Proposes Significant Reforms To Registered Offering Framework

On May 19, 2026, the Securities and Exchange Commission (SEC) proposed sweeping amendments to its rules and forms governing registered offerings. The proposed amendments represent a significant modernization of the registered offering framework. If adopted, these reforms could reshape which companies can access the most efficient forms of public capital raising and how quickly they can do so.

Key Aspects of the Proposed Amendments

Expansion of Form S-3 Eligibility

One of the most impactful elements of the proposal for small- and mid-cap companies is the expansion of Form S-3 eligibility. Currently, an issuer must have either $75 million in public float or satisfy one of several alternative transaction-specific requirements to use Form S-3 for primary offerings without a limit on the amount offered. The proposed amendments would eliminate all Form S-3 transaction requirements, including the $75 million public float threshold, as well as the requirement that issuers be reporting