On July 9, 2026, the Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) issued a series of interpretations (“CFIs”) that update four sections of the Staff’s CFIs: Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting; Tender Offer Rules and Schedules; Proxy Rules and Schedules 14A/14C; and Regulation Crowdfunding.
Shareholder Activism – Section 13(d)/13(g) Reporting and the Proxy Rules
Five new CFIs clarify the disclosure obligations associated with several specific shareholder activist tactics. Specifically, when an entity is formed for the purpose of waging an activist campaign at a particular company, the updated CFIs address the 13D (Item 3 and/or Instruction C persons disclosure) and proxy “participant” disclosures that may be implicated for each investor in the entity. See CFIs 110.09, 110.10, and 155.02. Also, new CFIs on total return swaps (TRSs) clarify that entry into a TRS that confers no voting or acquisition rights does not alone create beneficial ownership. See CFIs 105.08 and 105.09. New CFI 105.10 also clarifies the standard used to assess whether persons are engaging in a “plan or scheme to evade” reporting beneficial ownership via the use of TRSs.
Relaxation of Tender Offer Dissemination Rules
The updated CFIs expand the permitted dissemination options available to issuer or third-party bidders in all cash/exempt securities issuer and third-party tender offers. Provided the offers are not going-private transactions, bidders may commence their offers using the standard enumerated methods set forth in Rules 13e-4(e)(1) or 14d-4 (a) and now also have the option of disseminating the offer containing the requisite disclosures via a press release that is widely disseminated and that hyperlinks to the offer materials. See CFIs 104.03 and 131.04.
Counting “Record Holders” under Regulation Crowdfunding
New CFI 202.02 clarifies that an issuer cannot treat a Rule 3a-9 crowdfunding vehicle as a single record holder to end its Rule 202(a) reporting, because “record holders” means the underlying investors in the offering, so reporting continues until there are fewer than 300 of those investors or another Rule 202(b)(1), (3), (4), or (5) terminating event occurs.