On October 21, 2026, the Staff of the Securities and Exchange Commission’s Division of Corporation Finance published a handful of new Corporation Finance Interpretations, or CFIs, as well as revised and withdrew some previously existing CFIs. The Staff has done a remarkable job recently of updating the CFIs, and the majority of the current updates are “clean-up changes” to remove dated guidance. There are, however, three new CFIs, all relating to Instruction 4 to Item 2.01 of Form 8-K, regarding determining the significance of acquisitions and dispositions of assets.
| CFI Reference | Guidance |
| Securities Act Forms CFIs | |
| Form S-3: Revised Question 115.02 | The failure to provide the disclosure required by Item 308(a) of Regulation S-K in a Form 10-K report renders the annual report materially deficient and means that the company is not current and timely in its Exchange Act reporting, and the company cannot file a new Form S-3 or S-8 registration statement or incorporate by reference in Form S-1 or S-11, and shareholders cannot rely on Rule 144. The company also would be required to suspend any sales under effective registration statements on Form S-3 or Form S-8, or any Form S-1 for which the issuer has elected to forward incorporate by reference pursuant to Item 12(b) of Form S-1. If the company amends its Form 10-K to provide management’s report on internal control, regardless of whether such controls are effective, shareholders can again rely on Rule 144 and the company can file new Forms S-8 and resume making sales on effective Forms S-8 or Forms S-1 that use forward incorporation by reference, but cannot file a new Form S-3 because it is no longer timely with its Exchange Act reporting. The substance of this guidance remains unchanged; the CFI was updated to remove dated references and add the ability to incorporate by reference on Form S-1. |
| Form S-8: Withdrawn Question 126.13 | Duplicative guidance no longer needed. |
| Exchange Act Forms CFIs | |
| Form 10-Q: Withdrawn Question 105.09 | Dated guidance; no longer relevant. |
| Form 20-F: Withdrawn Question 110.01 | Dated guidance; no longer relevant. |
| Form 20-F: Revised Question 110.06 | Revised to remove reference to Item 3.A of Form 20-F, which was deleted from Form 20-F effective November 19, 2020. The remainder of the guidance remains unchanged. |
| Exchange Act Forms – Form 8-K CFIs | |
| Item 2.01: New Question 105.01 | Paragraphs (i), (ii) and (iii) of Instruction 4 to Item 2.01 explain how to determine whether an acquisition or disposition is deemed to involve a significant amount of assets for the purpose of compliance with the Item. Registrants need only apply the applicable paragraph: If the registrant is a business development company and did not acquire or dispose of a business as determined under Rule 11-01(d) of Regulation S-X, apply only paragraph (iii); if the registrant acquired or disposed of a business as determined under Rule 11-01(d), apply only paragraph (ii); and if the registrant is not a business development company and it did not acquire or dispose of a business as determined under Rule 11-01(d), apply only paragraph (i). |
| Item 2.01: New Question 105.02 | Instruction 4 provides that the aggregate impact of acquired businesses is not subject to the significance thresholds in paragraph (ii) of the instruction unless they are related businesses (Rule 3-05(a)(3) of Regulation S-X), related real estate operations (Rule 3-14(a)(3) of Regulation S-X), or related funds (Rule 6-11(a)(3) of Regulation S-X). The reference to these rules does not require registrants to include probable acquisitions, only acquisitions that have already been completed when assessing aggregate significance. |
| Item 2.01: New Question 105.03 | For acquisitions and dispositions that are not acquisitions or dispositions of businesses as determined under Rule 11-01(d) of Regulation S-X, registrants should use the most recent balance sheet required to be filed at or prior to the date of the acquisition or disposition, which may be an interim balance sheet, to derive “the total assets of the registrant and its consolidated subsidiaries” required for the significance test in Instruction 4. |
| Item 2.06: Withdrawn Question 110.02 | Dated guidance; no longer relevant. |
| Regulation S-K CFIs | |
| Item 301: Withdrawn Question 108.01 | Dated guidance; no longer relevant. |
| Items 308 and 308T: Revised Question 115.02 | See “Form S-3: Revised Question 115.02,” above. |
Find the new CFIs here.