By Alex Frutos and Noah Speck

On January 23, 2026 and on February 11, 2026, the SEC’s Division of Corporation Finance updated its Compliance and Disclosure Interpretations (“C&DIs”) by adding new questions and responses, revising some responses and withdrawing others. These updates are consistent with Chairman Paul Atkins’ focus on modernizing existing rules, reducing disclosure burdens, and prioritizing efficiency and lower costs for market participants. These changes touch on, among other topics, Securities Act integration guidance, accredited investor verification, executive compensation disclosure, proxy practice, and shelf registration statement Rule 415 offerings. C&DIs are informal staff-level interpretations of SEC rules, widely relied on by practitioners for disclosure and compliance questions. They are not rules but represent current staff stances on technical questions. Below is a summary of certain notable updates.

Integration of Private Offerings

The SEC reorganized and updated guidance relating to Rule 152 (integration safe harbors). New Questions 148.01, 148.02, and 148.03 clarify the following:

• A Rule 506(c) private placement that includes general solicitation can be followed by a Rule 506(b) private placement (which does not permit general solicitation) to individuals contacted in the earlier Rule 506(c) offering if the issuer established a substantive relationship with those individuals prior to commencement of the Rule 506(b) offering.
• The mere effectiveness of a registration statement does not, in and of itself, automatically create integration concerns under Rule 152.
• An issuer can complete an unsuccessful takedown from an existing shelf registration statement as a private offering in reliance on Section 4(a)(2) or Rule 506(b) by complying with Rule 152(a).

Regulation D – Accredited Investor Verification

New Question 260.39 confirms that issuers in a Rule 506(c) offering may use different verification methods to determine accredited investor status for different investors within the same Rule 506(c) offering (including the methods specified in Rule 506(c)(2)(ii) or principles-based methods of verification). This formalizes a pragmatic approach many issuers have already adopted.

Executive Compensation Disclosure (Item 402 of Regulation S-K)

In revised Question 217.01, interpreting Item 402(a) of Regulation S-K, the SEC clarified that historical executive compensation information may not always be required in the context of spin-off transactions:

• If the spun-off entity operated as a distinct business and management continuity exists, disclosure of historical compensation generally is required.
• If the new entity combines portions of multiple businesses or installs new management, disclosure is generally limited to compensation awarded or paid in connection with and following the separation.

Proxy Rules and Solicitation

Rule 14a-6(g) – Exempt Solicitation Notices (Revised Question 126.06)

Revised Question 126.06 clarifies the requirement in Rule 14a-6(g) and reflects a more restrictive posture. The purpose of Rule 14a-6(g) is to provide for public notice of exempt solicitations by large shareholders and not to serve other communications or publicity purposes. The SEC will now object to voluntary exempt solicitation notices filed by persons who do not beneficially own more than $5 million of the subject securities.

Rule 14a-13 – Broker Search Timing (New Question 133.02)

Rule 14a-13(a) requires registrants to conduct broker searches for the number of proxies and other proxy soliciting material needed by the record holder to forward to beneficial owners at least 20 business days prior to the record date. Given the technological advances since this rule’s adoption and the speed with which intermediaries work with each other, the SEC indicated it will now not object if registrants conduct broker searches fewer than 20 business days before the record date, provided proxy materials are timely distributed and other requirements are satisfied.

Rule 14c-2 – Written Consents (New Question 182.01)

When security holders take corporate action by written consent or authorization without being solicited by the registrant, Exchange Act Rule 14c-2 requires the registrant to distribute an information statement to its security holders at least 20 calendar days prior to the earliest date on which such corporate action may be taken. The SEC clarified that state law—not Rule 14c-2—determines when corporate action becomes effective following written consents. A delay in distributing the required information statement does not invalidate the action, provided the statement is delivered as soon as practicable after the registrant becomes aware of the consents.

Shelf Registration Statements under Rule 415

Loss of WKSI Status After Filing an Automatic Shelf: No Three‑Year Expiration

Rule 415(a)(5) provides that securities registered on an automatic shelf registration statement and certain other enumerated securities may be offered and sold only if not more than three years have elapsed since the initial effective date of the registration statement under which they are being offered and sold. In new Question 212.32 an issuer filed a Form S‑3ASR for a secondary offering by persons other than the registrant (Rule 415(a)(1)(i)) while it qualified as a well‑known seasoned issuer (WKSI). The issuer later lost WKSI status and post‑effectively amended the Form S‑3ASR to convert it into a non‑automatic Form S‑3 shelf. The SEC confirmed that the three‑year expiration rule in Rule 415(a)(5) does not continue to apply when an automatic shelf registration statement (ASR) is later converted to a non‑automatic shelf for a secondary offering and such offering no longer fits into any of the categories listed in Rule 415(a)(5). This provides additional flexibility in capital markets planning and shelf maintenance—particularly for secondary offerings—by reducing the need to track a hard three‑year “expiration” date once the shelf is no longer automatic.

No Post‑Effective Amendment Required After a Full Rule 415(a)(6) Rollover

The SEC addressed whether an issuer must file a post‑effective amendment to deregister unsold securities on a prior registration statement after using Rule 415(a)(6) to roll those securities into a new registration statement. The SEC stated that where all unsold securities have been carried forward to the effective replacement registration statement in reliance on Rule 415(a)(6), the issuer is not required to file a post‑effective amendment on the prior registration statement to deregister those securities.

We expect the SEC to continue its rule making and interpretive guidance updates as part of its efforts to modernize existing rules, reduce disclosure burdens, and improve the efficiency of the capital markets. Jackson Walker’s Capital Markets Practice Group is available to assist public companies in addressing how these changes affect your specific transactions or disclosure practices.

This alert is for informational purposes only, does not constitute legal advice, and does not establish an attorney-client relationship. For specific guidance, please contact a member of Jackson Walker’s Capital Markets Practice Group.