Jun. 20, 2026
June 20, 2026 Vanessa A. Countryman, Secretary Securities and Exchange Commission 100 F Street NE Washington, DC 20549-1090 Re: Comment on File Nos. S7-2026-17 (Registered Offering Reform), S7-2026-18 (Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies), and S7-2026-15 (Semiannual Reporting) Dear Secretary Countryman: I am writing as a member of the public to express my opposition to the three related rulemaking proposals referenced above. Considered individually, each proposal carries real risk to investor protection. Considered together, as they are clearly designed to function, they represent a coordinated reduction in the frequency, depth, and reliability of information that public companies are required to disclose to the market. I urge the Commission to withdraw or substantially narrow these proposals. 1. The Cumulative Effect of These Proposals Is Greater Than Any One Rule Alone Each release is being evaluated on its own administrative record, but their effects compound. Together, the three proposals would: (1) allow companies to report financial results twice a year instead of four times a year; (2) extend scaled, lighter-touch disclosure accommodations, currently reserved for the smallest and newest companies, to a much larger share of the public company population; and (3) make it easier and faster for a broader set of issuers, including those newly eligible for reduced disclosure, to raise capital from the public through expanded shelf registration and preemption of state securities law review. The combined effect is a market in which more companies can raise more money, more quickly, while telling investors less, less often, with less independent state-level review of the offering. That combination deserves to be evaluated as a whole, not just rule by rule. 2. Semiannual Reporting Would Delay the Detection of Financial Problems and Fraud Quarterly reporting is not merely an administrative formality. It is the mechanism by which deteriorating financial conditions, accounting irregularities, and management misconduct are surfaced to the market on a predictable cadence. Doubling the gap between mandatory, audited-quality disclosures from roughly three months to six months gives a company twice as long to operate before its books are subject to formal, comparable, line-item disclosure under Regulation S-X. This matters most precisely in the cases investors most need protection from: a company under financial stress, or one engaged in accounting manipulation, has a strong incentive to delay bad news. A six-month reporting window gives that company two additional quarters in which losses, leverage, or fraud can accumulate before they must be formally disclosed. By the time the problem becomes visible in a Form 10-S, the damage to investors, employees, and counterparties may already be substantially larger than it would have been under quarterly review. I recognize the proposal preserves Form 8-K obligations for specific material events and that companies remain subject to general antifraud rules, but Form 8-K triggers are narrower than full periodic reporting, and antifraud liability is a remedy after harm occurs, not a substitute for the early detection that regular reporting provides. 3. Preempting State Securities Law Removes a Second Line of Defense, Not a Redundant One State securities regulators have historically served as an independent check that catches problems federal review sometimes misses, particularly for smaller and newly public issuers that are precisely the companies this rulemaking package would push toward expanded shelf registration. Preempting state blue-sky review for these offerings does not eliminate redundant friction; it eliminates a separate set of eyes with separate enforcement priorities and separate institutional knowledge of local issuers. Removing that layer at the same time the Commission is expanding who qualifies for lighter federal disclosure compounds, rather than offsets, the loss of oversight. 4. Extending Scaled Disclosure to a Much Larger Share of Public Companies Weakens Transparency Exactly Where Capital Formation Is Increasing The filer status proposal would extend smaller reporting company and emerging growth company accommodations, including scaled executive compensation disclosure and fewer years of financial statements, to a large majority of all reporting companies. At the same time, the registered offering proposal makes it easier for these same companies to raise capital through shelf registration. Investors are therefore being asked to commit more capital, more quickly, to a larger pool of companies operating under reduced disclosure standards. Disclosure accommodations designed for small, early-stage companies raising modest amounts of capital do not automatically remain appropriate once those companies are using the same expanded tools as larger, more established issuers to access public markets at scale. 5. The Risk Is Cumulative and Systemic, Not Limited to Individual Companies I want to be precise about this concern rather than overstate it. This rulemaking package does not itself create the kind of leverage or interconnected counterparty exposure that has driven past systemic crises. But financial instability has consistently been preceded by a period in which problems were allowed to accumulate, undetected, before becoming visible all at once. Reduced reporting frequency, reduced disclosure depth, and reduced independent state review do not cause a downturn on their own, but they remove the early warning systems that allow investors, regulators, and markets to respond to a downturn while it is still small. A market with less frequent, less detailed, and less independently reviewed disclosure is a market more likely to be surprised, and surprise is what turns ordinary corrections into disorderly ones. The Commission should not have to relearn this lesson through another crisis before restoring it as a guiding principle. 6. Requested Action I respectfully request that the Commission: • Withdraw or substantially narrow the semiannual reporting proposal (S7-2026-15), preserving mandatory quarterly reporting at minimum for all but the smallest non-accelerated filers; • Decline to preempt state securities law registration and qualification requirements (S7-2026-17), or limit any preemption to offerings by issuers with an established public reporting history; • Limit the expansion of scaled disclosure accommodations under S7-2026-18 to companies that meet meaningful size or maturity thresholds, rather than extending them to the large majority of all reporting companies; and • Conduct and publish a combined economic analysis of all three proposals together, evaluating their cumulative effect on disclosure frequency, disclosure depth, and investor protection, rather than analyzing each in isolation. Thank you for considering these comments. Respectfully submitted, Darline Castellaneta Peoria, Arizona Have a great day! Warmest Regards, Darline Castellaneta Please excuse my typos. Sent from my iPhone.