On July 11, 2025, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (“SEC”) announced that it updated certain Compliance and Disclosure Interpretations (“C&DIs”) related to Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting. The updated C&DIs, including comparisons to previously issued C&DIs that the SEC provided, have been compiled in Annex A.
The recent updates can be placed into one of the following three general categories:
Category #1: Non-Substantive Revisions or Updates to Reflect 2023 Amendments to Beneficial Ownership Reporting Requirements.
The Division issued non-substantive updates to Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting C&DIs Question 103.01, Question 103.09, Question 103.10, Question 104.01, Question 104.02, Question 104.03, Question 104.04, Question 104.06, Question 104.07, Question 105.01, Question 110.03, Question 110.04. and Question 110.06. The updates in this category align the foregoing interpretations with the amendments to beneficial ownership reporting requirements adopted by the SEC on October 10, 2023 (the “2023 Amendments”), which became effective in 2024 and primarily affected the filing deadlines for Schedule 13D and Schedule 13G filings. For example, certain revisions eliminated the word “promptly” with respect to the timing of 13D amendments. This reflects revisions to Rule 13d-2(a) in the 2023 Amendments, which requires an amendment to be filed on Schedule 13D within 2 business days after a material change in the facts set forth in Schedule 13D.
Category #2: Revisions to Clarify Guidance Related to Form and Amendment Filing Obligations.
The Division issued updates to Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting C&DIs Question 101.01 and Question 101.06 to clarify previous guidance related to events triggering an obligation to file Schedule 13D, Schedule 13G, or amendments thereto. For example, the revisions to Question 101.01 clarify that a founder-type Rule 13d-1(d) securityholder who holds more than 5% of a class of an issuer’s equity securities at the time the issuer’s class of equity securities becomes registered under Section 12(g) has not “acquired” securities within the meaning of Rule 13d-1(a), or under Section 13(d). If the securityholder does not acquire additional securities at this time, it should not report an “acquisition” of securities on Schedule 13D but rather must report its beneficial ownership initially on Schedule 13G.
Category #3: Revisions Related to Group Formation and Determining Beneficial Ownership.
Finally, the Division issued updates to Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting C&DIs Question 103.06, Question 105.06, and Question 107.01. The revisions to these interpretations appear to have been implemented to align the interpretations’ discussion of a “group” with the discussion in the 2023 Amendments. Specifically, the updates acknowledge the distinction between the definition of “group” as set forth in the statutory language of Section 13(d)(3) versus the definition of “group” under Rule 13d-5 (Under Section 13(d)(3), a group is deemed to have occurred when two or more persons “act” together, while under Rule 13d-5, a group is formed when two or more persons “agree to act together”). It is unclear whether these revisions could have any substantive implications for judicial or enforcement interpretations of group formation and “agreements” to act versus “acting” as a group.
Conclusion
The majority of these changes are non-substantive revisions that update the C&DIs to reflect the revised beneficial ownership reporting rules that became effective in 2024 for 13D and 13G filers.
Thank you to associate Matt Staugaard from our Orange County office for his assistance with this update.