On May 19, 2026, the US Securities and Exchange Commission published two proposed rules that are intended to make IPOs cheaper and faster.
• SEC Chairman Paul Atkins and his agenda goal “Make IPOs Great Again”
• Large Accelerated Filer threshold increases from $700 million to $2 billion
• Public comment period is 60 days from publication in the Federal Register
Why the SEC wants to touch IPO rules
The number of companies listed on US stock exchanges has shrunk significantly since the 1990s. According to a study by Rotman finance professor Craig Doidge published in the journal Financial Review, in 1996 there were more than 8,000 listed companies on the NYSE, AMEX and NASDAQ. In 2023 there were only around 4,315, even though the national economy has grown significantly. The SEC itself estimates the decline in reporting issuers between 2004 and 2024 at around 18 percent, from 9,656 to 7,902 companies. In this context, Chairman Atkins has identified the burden of regulation as a key driver of the withdrawal from the public capital market. As early as February 2026, he told the US Chamber of Commerce that the strength of the US markets was not “self-sustaining” and that the number of listed companies had fallen by around 40 percent since the mid-1990s. The two rule proposals from May 2026 are based on this diagnosis.
What the Registered Offering Reform provides
The first proposal concerns the Registered Offering Framework and, if adopted, would be the most significant modernization of that framework in more than 20 years, according to the SEC. The core is the expansion of the so-called shelf offerings: To date, this instrument, which gives companies quick and flexible access to the capital market, has primarily been open to issuers with a high public float. In the future, more companies should be able to make use of this, regardless of their market valuation.
At the same time, communicative flexibilities that are currently reserved exclusively for so-called Well-Known Seasoned Issuers (WKSI) would be extended to a broader group of companies. WKSI status currently requires a public float of at least $700 million. The relaxation is intended to make it easier for companies to approach the capital market before an issue formally begins. In addition, broker-dealers will be allowed to publish research reports for a larger number of companies in the future, which would improve the visibility of smaller issuers among institutional investors.
Bureaucratic friction losses in cross-border emissions are also on the reform list. The proposal would completely replace state securities law registration requirements with federal law for all registered offerings. To date, in some cases issuers have had to go through separate approval processes at the level of individual states. For Form S-1 filers, the option of incorporation by reference should also be simplified, which reduces the burden of prospectuses.
The IPO onramp
The second set of reforms addresses the filer status system and the period during which newly listed companies are allowed to operate under simplified disclosure rules. The SEC is proposing to increase the threshold for the large accelerated filer from the current $700 million to $2 billion in public float. This is a significant shift: the previous limit of $700 million has been the standard value in SEC rules for years.
A new addition would be an explicit IPO onramp: no company would be classified as a large accelerated filer in the first 60 months after its IPO, regardless of how quickly the public float grows. As the law firm Ropes & Gray notes in an analysis from May 2026, this is a targeted protection period that is intended to give new issuers time to stabilize on the capital market. According to the SEC press release, small and medium-sized companies should benefit from this relief for at least five years after the IPO.
Less disclosure requirements for most of the stock market world
The most far-reaching numerical statement of the reform affects the majority of affected companies: around 81 percent of all currently listed US companies would be classified as non-accelerated filers under the new proposals and would therefore be able to take advantage of almost all of the disclosure relief that was previously only available to smaller and younger companies.
One of the most substantive points is the exemption of all non-accelerated filers from the obligation to obtain an auditor’s attestation on internal control over financial reporting. This audit requirement is considered one of the most costly compliance items for smaller public companies under the Sarbanes-Oxley Act. In addition, the smallest 18 percent of companies by total assets will fall into a new subcategory of small non-accelerated filers and receive additional filing deadlines: 30 additional days for the annual 10-K and five additional days for the quarterly 10-Q.
Investor protection vs. deregulation
The SEC emphasizes in its press release that the reforms are designed to maintain “robust investor protections.” The document does not contain any concrete statements about which protection standards will remain unchanged. The law firm Dorsey & Whitney had already noted in a commentary on Chairman Atkins’ reform agenda in April 2026 that “significant rulemaking and possibly even legislative changes” would be needed to sustainably shift the balance of incentives in favor of IPOs, and doubted whether the IPO numbers of the 1990s could realistically be achieved again.
Atkins himself framed the reform in three pillars: simplifying disclosure, depoliticizing general meetings and reforming the law of action. The two current proposals only concern the first pillar. The other projects, including adjustments to the shareholder proposal process and measures against securities lawsuits deemed abusive, are planned for later rule proposals, according to previous Atkins statements.
Paul Schütte, editorial team at finanzen.net