During the April-through-August 2026 period, the SEC’s Division of Corporation Finance (Corp Fin) issued new Corporation Finance Interpretations (CFIs), formerly called Compliance and Disclosure Interpretations, in May, June, and July; no CFIs were released in April or August. This post summarizes Corp Fin’s new CFIs on tender offer dissemination and Rule 506(c) offerings of tokenized securities. Corp Fin also released CFI guidance on cash-settled total return swaps, activist fund structures, pooled employer plans, listing rights in business combinations and Regulation Crowdfunding reporting, and other SEC staff published observations on common XBRL tagging errors for bank holding companies and business development companies.

  • May 4, 2026 (pooled employer plans)
  • May 19, 2026 (bank holding company XBRL tagging)
  • June 23, 2026 (listing rights in business combinations)
  • July 9, 2026 (beneficial ownership of total return swaps; activist fund structure disclosures under Schedules 13D and 14A; tender offer dissemination; and Regulation Crowdfunding reporting)
  • July 21, 2026 (Rule 506(c) offerings of tokenized securities)
  • August 27, 2026 (business development company XBRL tagging)

Note: See other CFI updates on our Cleary Securities, Disclosure, and Governance Watch blog.

Guidance Addressing Tender Offer Dissemination under Rule 13e-4 and Regulation 14D

New Question 104.03 re: Rule 13e-4 – Issuer Tender Offers (7/9/2026)Certain issuer tender offers may be disseminated by press release with hyperlink. Rule 13e-4(e)(1) sets forth three methods for an issuer to “publish, send, or give” tender offer disclosure to security holders for a cash or exempt-securities tender offer (long-form publication, summary publication, and stockholder or other lists) but does not expressly contemplate “other methods” similar to Rule 14d-4(a) for third-party tender offers.
 
This CFI clarifies that the staff will not object if an issuer instead disseminates a tender offer by means of a press release issued as soon as practicable on the date of commencement through a widely disseminated news or wire service, provided that: (i) the press release contains the disclosure required by Rule 13e-4(d)(3); (ii) it includes an active hyperlink to a website where security holders may access the full tender offer materials, letter of transmittal (if any), and any other related documents; (iii) the tender offer is not subject to Rule 13e-3 (going private transactions); and (iv) the issuer mails or otherwise furnishes promptly the tender offer materials to any security holder who requests them.
 
This seems to effectively eliminate the need for a newspaper tombstone when an issuer uses a publication-based dissemination method. This CFI (together with CFI 131.04 below) modernizes dissemination for tender offers that should simplify deal execution and reduce commencement costs, particularly for offers where speed of launch is commercially important.
New Question 131.04 re: Regulation 14D – Third-Party Tender Offers (7/9/2026)Same approach applies in certain third-party tender offers. This CFI provides parallel guidance for third-party tender offers under Rule 14d-4(a). Because the rule already contemplates “other methods,” this CFI confirms that a press release with a hyperlink is one such permissible “other method.”
 
The conditions generally parallel those for issuer tender offers, but of course the required disclosures are those specified under Rule 14d-6(d)(2) rather than Rule 13e-4(d)(3).
 
These CFIs appear to take part in a broader pattern of SEC modernization of the tender offer framework. As covered in our blog, in recent months, the SEC has also issued exemptive orders permitting, subject to specified conditions, five-business-day tender or exchange offers for non-convertible debt securities and 10-business-day equity tender offers. See also Part 2 of our January and February 2026 Roundup for additional coverage on recent CFI guidance on tender offers.

Guidance Addressing Rule 506(c) Offerings of Tokenized Securities

New Question 260.40 re: Rule 506 – Exemption for Limited Offers and Sales (7/21/2026)Digital attestation may be used to provide purchaser representations under a Rule 506(c) verification approach. Corp Fin builds on a March 2025 no-action letter that recognized that, in a Rule 506(c) offering under Regulation D, an issuer could reasonably conclude that it had taken reasonable steps to verify accredited investor status by requiring a high minimum investment amount coupled with the purchaser’s written representations that it is accredited and that its minimum investment was not financed in whole or in part by a third party for the specific purpose of making the investment.
 
This new CFI indicates that an issuer can take this same approach in a tokenized securities offering, with investors providing those representations programmatically through a digital attestation via the token standard protocol.   In doing so, the staff cautioned that the issuer should retain sufficient records of that process and reiterated that whether reasonable verification steps were taken remains an objective, facts-and-circumstances determination.

Pooled Employer Plans (Securities Act Section 3(a)(2) and Form S-8): Corp Fin issued two new CFIs addressing the treatment of pooled employer plans (PEPs) under the Securities Act, including the availability of the Section 3(a)(2) exemption for PEPs in which multiple, unrelated employers participate and the use of Form S-8 to register the offer and sale of an employer’s own securities as an investment option in a PEP. See Section 3(a)(2) and Form S-8 CFIs (May 4, 2026). For additional information, see the SEC’s press release and a statement from the staff of the Division of Investment Management regarding the application of Section 3(c)(11) of the Investment Company Act of 1940 and Rule 180 under the Securities Act to PEPs.

Structured Data — Bank Holding Company XBRL Tagging (Noninterest Income): SEC staff also released observations addressing common XBRL tagging errors for noninterest income reported by bank holding companies within the scope of Topic 606 (Revenue from Contracts with Customers). See Common Noninterest Income Tagging Errors (May 19, 2026).

Registration Statements — Listing Rights in Business Combinations (Securities Act Section 8): Corp Fin issued one new CFI confirming that, where a company lists rights on a national securities exchange for a business combination transaction without the underlying securities also being listed, the registration statement registering the issuance of those underlying securities upon exercise of the rights must contain information about the contemplated transaction and the business to be acquired. See Section 8 CFIs (June 23, 2026).

Beneficial Ownership of Total Return Swaps (Rule 13d-3): Corp Fin issued three new CFIs providing insight into the views of the staff regarding the treatment of cash-settled total return equity swaps under the beneficial ownership rules. See Rule 13d-3 – Determination of Beneficial Ownership CFIs (July 9, 2026).

Activist Fund Structure Disclosures (Schedules 13D and 14A): Corp Fin issued three new CFIs addressing disclosure and participant-status issues arising from campaign-specific investment vehicles under Schedules 13D and 14A (July 9, 2026). For our detailed analysis, see SEC Staff Issues Guidance on Disclosure Obligations for Activist Fund Structures Under Schedules 13D and 14A.

Regulation Crowdfunding (Rule 202 — Ongoing Reporting Requirements): Corp Fin issued one new CFI addressing whether a crowdfunding vehicle formed under Rule 3a-9 of the Investment Company Act may be treated as a single holder of record for purposes of the reporting suspension threshold under Rule 202(b)(2) of Regulation Crowdfunding. See Regulation Crowdfunding CFIs (July 9, 2026).

Structured Data — Business Development Company XBRL Tagging (Consolidated Statements of Operations): SEC staff also released observations addressing common XBRL tagging errors in business development companies’ consolidated statements of operations, including the use of inappropriate elements to tag certain income and expense line items. See Use of Inappropriate Elements to Tag Business Development Companies’ Consolidated Statements of Operations (August 27, 2026).