Proposed Rule

Registered Offering Reform

Overview

The Securities and Exchange Commission is proposing amendments intended to facilitate capital formation in the public securities markets. The proposed amendments would make Form S-3 available to significantly more issuers, extend certain registration and communication benefits to a broader set of issuers, and expand the ability to incorporate information by reference into Form S-1. The proposed amendments also would make conforming changes for certain business development companies and registered closed-end investment companies that use Form N-2, permit broad-based advertising for certain insurance products, and preempt State securities law registration and qualification requirements for all registered offerings.

Last Reviewed or Updated: May 22, 2026