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On Monday, the SEC announced release of the report to Congress from the 45th Annual Small Business Forum, which was held back in March. A transcript from the Forum is also available.

The report is especially interesting in light of all of the SEC’s anticipated rulemaking proposals on the 2026 Regulatory Agenda of Federal Regulatory and Deregulatory Actions. The Commission will consider Forum recommendations alongside other public comments on relevant policy initiatives – and this year, they may actually get traction. Not only do certain suggestions seem to align nicely with Chair Atkins’ overall initiative to “Make IPOs Great Again,” but we’ve already seen threads from some of them appear in the SEC’s May 2026 proposals on filer status and registered offering reform.

In addition to a summary of the day’s events and information about the Forum, the report includes the top five policy recommendations from each lifecycle segment that was addressed during the Forum – early-stage, growth-stage (including smaller funds), and small cap companies and the public markets – alongside the SEC’s response. Here are the recommendations on small cap companies and public markets:

1. Recommendation: Improve public trading for companies traded over-the-counter by requiring more disclosures about short selling, institutional holdings, insider and affiliate holdings and transactions, paid stock promotion, and information about the security from transfer agents.

– COMMISSION RESPONSE: In connection with short-sale disclosure, self-regulatory organizations, including NYSE, Nasdaq, and FINRA, currently provide short selling information on their websites, and the Commission currently provides information on failures to deliver securities that may result from sales, including short sales. On October 13, 2023, the Commission adopted a new rule and related form designed to provide greater transparency through the publication of short sale-related data to investors and other market participants.

Under the rule, institutional investment managers that meet or exceed a specified reporting threshold would be required to report, on a monthly basis using the form, specified short position data and short activity data for equity securities. The Commission is evaluating the rule, including potential changes to the rule and form, and has extended the compliance date for the rule until January 2, 2028. The Commission will consider this Forum recommendation in connection with this initiative.

The Commission currently has rules regarding the disclosure of insider and affiliate holdings and transactions, and the federal securities laws require persons who promote a security to fully disclose the receipt and amount of consideration from an issuer, underwriter, or dealer. In October 2023, the Commission adopted amendments that shortened the deadline for investors who beneficially own more than 5 percent of public company securities to file applicable forms to improve transparency and provide more timely information for shareholders and the market. The Commission will consider this Forum recommendation in connection with future regulatory initiatives.

In 2015, the Commission published an Advance Notice of Proposed Rulemaking and Concept Release outlining various issues related to the transfer agent regulatory regime and potential rulemaking to address those issues. The 2026 Regulatory Agenda indicates that the SEC’s Division of Trading and Markets is considering recommending that the Commission propose updates and refinements to the Commission’s existing regulatory regime for transfer agents. The Commission will consider this Forum recommendation in connection with this initiative.

2. Recommendation: Allow at-the-market offerings for all small public companies and Regulation A Tier 2 companies that are current in their filing requirements.

– COMMISSION RESPONSE: In the June 18, 2019, concept release that requested comment on ways to simplify, harmonize, and improve the exempt offering framework to promote capital formation and expand investment opportunities while maintaining appropriate investor protections, the Commission solicited public comment on whether at-the-market offerings should be permitted in Regulation A. In addition, the 2026 Regulatory Agenda includes initiatives to consider updates to the Commission’s rules related to exempt offerings, which includes Regulation A. The Commission will consider this Forum recommendation when considering updates to the exempt offering pathways and in connection with other initiatives.

3. Recommendation: Expand Form S-3 to enable more issuers to conduct offerings on Form S-3, regardless of public float.

– COMMISSION RESPONSE: The 2026 Regulatory Agenda includes an initiative to consider the modernization of the Commission’s shelf registration process, including eligibility to conduct offerings on Form S-3. On May 19, 2026, the SEC proposed a Registered Offering Reform rule that would significantly enhance public companies’ ability to conduct registered offerings, including revising Form S-3’s eligibility criteria to enable a greater number of public companies to conduct shelf offerings, which allow quicker access to the public capital markets, and extend registration and offering communication flexibilities, many of which currently are reserved only for “well-known seasoned issuers,” to a broader set of issuers. The Commission will consider this Forum recommendation in connection with this initiative.

4. Recommendation: Revise Regulation A to simplify reporting requirements for small issuers and improve companies’ access to capital.

– COMMISSION RESPONSE: The 2026 Regulatory Agenda includes initiatives to consider updates to the Commission’s rules related to exempt offerings. The Commission will consider this Forum recommendation when considering updates to the exempt offering pathways and in connection with other initiatives.

5. Recommendation: Pursue regulatory reforms to reduce unnecessary cost and liability barriers associated with becoming and remaining a smaller public company.

– COMMISSION RESPONSE: The 2026 Regulatory Agenda includes initiatives to encourage more companies to become and remain a public company, including rule amendments to expand accommodations that are available for emerging growth companies (defined generally to include new issuers with total annual gross revenues of less than $1.235 billion) and to rationalize filer statuses to simplify the categorization of registrants and reduce their compliance burdens.

On May 19, 2026, the SEC proposed two rules that would reduce barriers associated with becoming and remaining a smaller public company. The proposed rule titled “Enhancement of EGC Accommodations and Simplification of Filer Status for Reporting Companies” would extend current disclosure scaling and other accommodations to most public companies, grant the smallest public companies extended deadlines to file their periodic reports, simplify the public reporting company filer status framework, and update the Commission’s Regulatory Flexibility Act issuer “small entity” definitions.

In addition, the proposed Registered Offering Reform rule mentioned above would significantly enhance public companies’ ability to conduct registered offerings, including revising Form S-3’s eligibility criteria to enable a greater number of public companies to conduct shelf offerings, which allow quicker access to the public capital markets, and extend registration and offering communication flexibilities, many of which currently are reserved only for “well known seasoned issuers,” to a broader set of issuers. The Commission will consider this Forum recommendation in connection with these initiatives.

The recommendations from the session on growth-stage companies and smaller funds discuss making previously restricted shares available for public trading under Rule 144 in order to streamline the path from private to public markets – which is a topic on the 2026 Reg Flex Agenda. That session also recommended preempting state blue sky laws for off-exchange secondary trading in companies that make available robust, publicly accessible, and timely information, such as information required by Regulation A Tier 2 – which the report notes has been the topic of a previous concept release and proposed amendments, and is also relevant to the current Reg Flex Agenda item to consider updates to the Commission’s rules for exempt offerings, which includes Regulation A.

The recommendations from the session on early-stage capital raising suggested expanding the accredited investor definition to include additional measures of sophistication – including an investor test and experience. Here’s the Commission response on that one:

The 2026 Regulatory Agenda of Federal Regulatory and Deregulatory Actions (2026 Regulatory Agenda) includes initiatives to consider further updates to the Commission’s rules related to exempt offerings to simplify the pathways for raising capital for, and investor access to, private businesses. In addition, in an effort to increase investor access to private markets while ensuring adequate investor protections, Chairman Atkins has directed the staff in the Commission’s Division of Corporation Finance to begin discussions with FINRA about the possibility of creating an accredited investor examination. The Commission will consider this Forum recommendation when considering updates to the exempt offering pathways and in connection with its other initiatives.

Other recommendations related to creating a new federal “friends and family” exemption to preempt state blue sky laws, modernizing the regulatory framework for crypto assets that are securities, creating a portal and resources for funding support to small businesses, and increasing the annual amount that a company can raise under Regulation Crowdfunding.

– Liz Dunshee