In March 2026, the Division of Corporation Finance (Corp Fin) issued and revised several Corporate Finance Interpretations (CFIs), formerly called Compliance and Disclosure Interpretations, addressing capital markets transactions and corporate practices. This post summarizes Corp Fin’s updated guidance on “ineligible issuer” status, Section 16 reporting obligations, Electronic Data Gathering, Analysis, and Retrieval (EDGAR) account management following corporate reorganizations, smaller reporting company (SRC) status, and Form S-3 baby shelf applicability to certain At-the-Market (ATM) offerings. Corp Fin also released CFI guidance on Securities Act Rule 701 and asset-backed securities topics. For revised or withdrawn questions, click through to see the SEC’s redline.

Source Materials: Corp Fin released CFI and similar guidance on the following dates in March 2026:

Note: This post covers the CFI and similar guidance Corp Fin released throughout March 2026. See other CFI updates on our Cleary Securities, Disclosure, and Governance Watch blog.

Guidance Addressing the Definition of Ineligible Issuers

Revised Question 203.03 re: Securities Act Rule 405 – Definition of Terms (3/6/26)Reverses prior position: foreign court convictions no longer trigger “ineligible issuer” status. Issuers classified as “ineligible issuers,” as defined in Securities Act Rule 405, are restricted from using free writing prospectuses and, if otherwise qualifying as Well-Known Seasoned Issuers (WKSIs), lose WKSI status. Ineligible issuer status can be triggered by specified circumstances, including convictions for felonies or misdemeanors described in Section 15(b)(4)(B) of the Exchange Act (generally, securities-related offenses, financial services misconduct, and crimes involving fraud, theft, or misappropriation). The prior version of this CFI (dated January 2009) took the position that a conviction by a foreign court for such activities would trigger ineligible issuer status.
 
The revised CFI reverses that position, confirming that foreign court convictions do not trigger ineligible issuer status. The SEC staff notes that this revised approach is consistent with the treatment of foreign court convictions under similar disqualification provisions in Regulation A and Regulation D. See, for example, Securities Act Rules CFI 260.20.

Guidance Regarding the HFIAA and Section 16 Reporting

New Frequently Asked Questions re: the Holding Foreign Insiders Accountable Act and Section 16 Reporting Obligations (3/9/26)SEC staff issued FAQs addressing Section 16 filing obligations arising from the Holding Foreign Insiders Accountable Act (HFIAA). The HFIAA was signed into law on December 18, 2025 and went into effect on March 18, 2026. The HFIAA requires directors and officers (D&Os) of Foreign Private Issuers (FPIs) to report their stock holdings and transactions to the SEC pursuant to Section 16(a) of the Exchange Act, a requirement that previously had applied only to U.S.-based D&Os. For additional information about the HFIAA, see our prior alerts: Section 16(a) Insider Reporting: Legislation Ends Foreign Private Issuer Exemption and Section 16(a) Reporting: SEC Adopts Final Rules for Foreign Private Issuers. On March 9, 2026, SEC staff issued seven FAQs addressing procedural questions related to the initial implementation period, most of which are now of limited relevance given the passage of the March 18 effective date. Two points, however, carry forward, as detailed below under Questions 5 and 7.
Question 5 re: the Holding Foreign Insiders Accountable Act and Section 16 Reporting Obligations (3/9/26)Whether pre-effective-date transactions must be reported on first Form 4 depends on timing of FPI’s Section 12 registration. Rule 16a-2(a) generally requires a director or officer to report certain transactions occurring in the six months before they became subject to Section 16 as a result of the issuer first registering under Section 12. However, this lookback obligation does not apply to D&Os of FPIs that already had a class of equity securities registered under Section 12 before March 18, 2026, because in that case, the issuer’s registration predates the HFIAA’s effective date. By contrast, if a director or officer of an FPI first becomes subject to Section 16 because the FPI registers under Section 12 on or after March 18, 2026, the lookback obligation applies (consistent with the traditional approach for domestic issuer D&Os under Rule 16a-2(a)), and transactions that occurred during the six months prior to registration would need to be reported on the first required Form 4.
 
As a practical matter, this is a key compliance consideration for FPIs preparing for an initial public offering or other initial Section 12 registration going forward.
Question 7 re: EDGAR Access Delays Affecting Domestic Issuer Insiders (3/12/26)Domestic issuers whose insiders relied on EDGAR-access relief still must describe the late filings in Item 405 disclosures. Recognizing the broader impact of the high volume of Form ID applications on EDGAR processing times, SEC staff extended no-action relief to directors, officers, and beneficial owners of more than 10% of domestic issuers who were unable to make timely Section 16(a) filings because they had not received EDGAR access. The relief was available to filers with Section 16(a) deadlines between December 18, 2025 and March 18, 2026 who had submitted completed Form ID applications prior to their filing deadlines, provided they filed the required Section 16(a) report no later than April 1, 2026. For domestic issuers whose insiders relied on this relief, the issuer must identify the affected Section 16(a) report as a late filing in its Item 405 of Regulation S-K disclosure of delinquent Section 16(a) filings, though the issuer may also note its insiders’ reliance on the SEC staff’s no-action position in that same disclosure.
 
As a practical matter, domestic issuers should confirm whether any of their Section 16 filers experienced EDGAR access delays during this period and, if so, ensure the late filing is appropriately addressed in the issuer’s annual report and/or annual meeting proxy statement covering the fiscal year in which the late filing occurred.

Guidance Addressing EDGAR Account Management Implications for a Company Reorganization under the Securities Act

New Question 101.06 re: Securities Act Forms Generally (3/6/26A company reorganizing from an LLC to a C corporation can retain its Central Index Key (CIK) but must update EDGAR information. When a company changes its legal structure from an LLC to a C corporation, it does not need to get a new CIK number, which is the unique identifier assigned to companies making filings with the SEC. Instead, the company can keep the same CIK but should update its information in the SEC’s EDGAR system to reflect the new corporate form.
 
For further information on who can and how to make that type of change, consult the SEC’s “How do I?” guides on maintaining and updating company information.

Guidance Addressing Effect of Check Box on SRC Status

New Question 102.06 re: SRC Status (3/6/26)Failure to check the SRC status box does not result in loss of SRC status or accommodations. This guidance confirms that failing to check the SRC status box on a filing (such as on the cover of Form 10-K, Form 10-Q, Form S-1, or Form S-3) does not cause an issuer to lose its SRC status or the ability to use related accommodations, as long as the issuer otherwise qualifies as an SRC. Consequently, eligible companies preserve their benefits even if they forget to mark the box correctly.

Guidance Addressing Baby Shelf Rule Applicability to Ongoing ATM Offerings

New Question 116.26 re: Form S-3 — General Instructions I.B.1 to I.B.6 — Transaction Requirements  (3/19/26)Company may continue ATM offering at original amount even if public float subsequently drops below $75 million. This guidance addresses a company that commences an ATM offering under General Instruction I.B.1 of Form S-3, which requires at least $75 million in public float. ATM offerings generally permit the sale of shares gradually over time through a broker at prevailing market prices, rather than all at once in a single transaction. The CFI considers a scenario in which, at the time of the company’s next Section 10(a)(3) annual update (typically triggered by filing of the Form 10-K), the company no longer meets the $75 million public float threshold and instead qualifies only under General Instruction I.B.6 (the “baby shelf” rule).
 
The CFI confirms that SEC staff will not object if the company carries on selling the full amount of securities covered by the prospectus supplement filed prior to the Section 10(a)(3) update, even if that amount would exceed what the baby shelf rule would normally allow (generally, one-third of public float over a 12-month period).
 
This guidance provides helpful certainty for issuers contemplating or conducting ATM offerings, confirming that a decline in public float bringing the issuer into the baby shelf rules may not necessarily curtail the offering.

Corp Fin also released CFI guidance in the following areas:

Securities Act Rule 701 (compensatory offering exemptions): Corp Fin revised and issued several CFIs addressing the Rule 701 exemption for compensatory benefit plan offerings by non-reporting companies, including revising six CFIs to reflect conforming updates for the current $10 million disclosure threshold (without changing the substance of the underlying interpretive guidance) and two new CFIs with guidance on how related disclosure obligations may apply across multiple consecutive 12-month grant periods. See Rule 701 CFIs (March 6, 2026).

Asset-Backed Securities (Form ABS-15G and Regulation AB): Corp Fin issued seven new CFIs relevant to ABS issuers and securitizers, including six addressing procedural and timing questions related to Form ABS-15G filings and one addressing how materiality is assessed for errors in asset-level data files under Regulation AB. See ABS CFIs (March 23, 2026).