In what is developing into quite a busy time at the Securities and Exchange Commission, on February 11, 2026, the Staff of the Division of Corporation Finance (the “Division”) made updates and changes to the Division’s Compliance and Disclosure Interpretations (“CDIs”). The new and revised CDIs are consistent with the Division’s current deregulatory position, as detailed below:
| Securities Act Rules CDIs | Revised/New Guidance |
| CDI 139.03 (Revised) | Revised to state that a merger by Company A with a new holding company formed by Company A in another state would qualify for the change in domicile exception in Rule 145(a)(2), assuming that the only purpose of the transaction is to change Company A’s domicile within the United States. This is a reversal of the Division’s prior position, where the addition of a holding company would have led to Rule 145(a)(2)’s exception being inapplicable to a redomiciliation transaction. Note that under the revised CDI, Rule 145(a)(2) would not be available if the transaction caused Company A’s organizational structure, business operations, or regulatory regime to change significantly, other than as a result of differences in applicable state law. |
| CDI 212.32 (New) | An issuer filed a Form S-3ASR for a secondary offering under Rule 415(a)(1)(i), then lost its WKSI status and filed a post-effective amendment to convert the registration statement to a non-automatic shelf on Form S-3. Although the offering was initially registered on Form S-3ASR and so would expire three years after effectiveness per Rule 415(a)(5), in its amended form, it no longer fits into any category listed in Rule 415(a)(5) and therefore will not expire. |
| CDI 212.33 (New) | Securities registered on Form S-8 may not be carried forward to a new registration statement in reliance on Rule 415(a)(6) because Form S-8 offerings are made pursuant to Rule 415(a)(1)(ii), and such securities are not described in Rule 415(a)(5), and therefore Form S-8s do not expire. In other words, there is no need to carry these securities forward because the registration statement remains effective indefinitely, subject to other regulatory requirements. |
| CDI 212.34 (New) | When an issuer carries forward unsold securities from an expiring registration statement pursuant to Rule 415(a)(6) and the replacement registration statement is declared effective, the issuer does not need to file a post-effective amendment to deregister the unsold securities from the prior registration statement. |
Find the new CDIs here.