SEC Proposes to Expand Eligibility for Key Registered Offering Accommodations

13 July 2026

In May 2026, the U.S. Securities and Exchange Commission (SEC) released for public comment a proposal ("Proposal") that would significantly reform how many public companies register securities offerings under the U.S. Securities Act of 1933, as amended ("Securities Act"). (The proposing release for the Proposal is available here.) If adopted, these proposed reforms would substantially broaden the number of issuers eligible to register continuous or delayed offerings of securities on Form S-3. Importantly, more issuers would be permitted to register these offerings without prior staff review. In addition, the SEC is proposing to extend offering-communication related accommodations to more issuers. The Proposal also contemplates enhancing the incorporation by reference mechanics for long-form registration statements on Form S-1 and extending federal preemption of state blue sky registration requirements across all registered offerings. The Proposal is subject to public comment and may be different if adopted. The comment period will remain open through July 27, 2026.

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