In January and February 2026, the SEC’s Division of Corporation Finance (Corp Fin) issued, revised, and withdrew several C&DIs addressing corporate transactions and capital markets practices. The full set of January and February releases is linked below:

This article is Part 3 of a three-part series summarizing this C&DI guidance on our Cleary Securities, Disclosure, and Governance Watch blog (see also Part 1 and Part 2). Below we cover the updated guidance on Regulation A and Regulation Crowdfunding offerings. For any revised or withdrawn questions, you can click through to see the SEC’s redline.

Guidance Addressing Regulation A Offerings

New Question 182.24 re: Regulation A (Securities Act Rules 251-263) (2/17/26)All Regulation A issuers may now submit draft offering statements for non-public review. Confirms that the Division’s March 2025 enhanced accommodations for confidential draft registration statement submissions extend to Regulation A offerings. Any issuer may now submit draft offering statements for non-public staff review, regardless of prior securities offering history. Issuers should note that under Rule 252(d), an offering statement submitted for non-public review cannot be qualified until at least 21 calendar days after public filing of the initial non-public submission, all non-public amendments, and all related non-public correspondence.
New Question 182.25 re: Regulation A (Securities Act Rules 251-263) (2/17/26)Issuers may convert from a qualified Tier 1 to a Tier 2 Regulation A offering via post-qualification amendment. Confirms that an issuer with a qualified Tier 1 offering statement may convert to a Tier 2 offering by filing a post-qualification amendment, allowing issuers flexibility to access the higher offering limits and national securities exchange listing eligibility available under Tier 2, though issuers should be mindful of Tier 2’s additional compliance requirements, including audited financial statements and ongoing reporting obligations.
New Question 182.26 re: Regulation A (Securities Act Rules 251-263) (2/17/26)Exchange Act reporting companies may need to include interim financial information from Exchange Act reports in Form 1-A. Addresses whether Exchange Act reporting companies must include interim financial statements or other information from their Exchange Act reports in Form 1-A, even when not specifically required by the form. For offering statements pending qualification, inclusion may be necessary to comply with Regulation A’s requirement that statements not be misleading. For already-qualified offering statements, an amendment is required only if the interim information represents a “fundamental change” in the information set forth in the offering statement.
New Question 182.27 re: Regulation A (Securities Act Rules 251-263) (2/17/26)Updating offering amount on cover page in post-qualification amendments is generally optional. Confirms that while an issuer does not need to update the aggregate offering amount disclosed on its offering circular cover page to reflect the remaining amount of securities available for sale when filing a required post-qualification amendment, issuers may elect to do so. However, issuers should update the cover page offering amount if adding a new class of securities or additional securities to the previously qualified Form 1-A.
New Question 182.28 re: Regulation A (Securities Act Rules 251-263) (2/17/26)TV and radio advertising permitted before qualification, but not after. Clarifies that issuers may advertise Regulation A offerings on television, radio, or online before qualification of the Form 1-A (subject to applicable rule requirements). However, after qualification, TV and radio advertisements are not permitted because they would not be accompanied or preceded by the most recent offering circular. Online advertisements remain permissible post-qualification if they can satisfy this offering circular delivery requirement.
New Question 182.29 re: Regulation A (Securities Act Rules 251-263) (2/17/26)Not every version of “testing the waters” materials must be filed as exhibits. Confirms that issuers need not file each instance of testing the waters materials as exhibits to the offering statement if they are substantively the same as materials previously filed with the offering statement.
New Question 182.30 re: Regulation A (Securities Act Rules 251-263) (2/17/26)Underlying securities may need concurrent qualification when offering convertible, exercisable, or exchangeable securities. Clarifies that if securities are convertible, exercisable, or exchangeable (e.g., convertible notes or warrants) within one year of qualification or at the issuer’s discretion, the underlying securities must be qualified concurrently. The aggregate offering price should include both the initial consideration and any additional consideration received upon conversion, exercise, or exchange. If the securities are not convertible or exercisable within one year and not at the issuer’s discretion, concurrent qualification of the underlying securities is not required. The text of the C&DI includes sample calculations.
New Question 182.31 re: Regulation A (Securities Act Rules 251-263) (2/17/26)No accepting investor funds—even into escrow—before qualification. This guidance confirms that issuers cannot accept any money or other consideration from investors before Form 1-A qualification, including funds placed into escrow, even if investors would retain the ability to decide whether to invest upon qualification.
New Question 182.32 re: Regulation A (Securities Act Rules 251-263) (2/17/26)Offers and sales may need to be suspended during post-qualification amendment waiting periods. This guidance clarifies that if a post-qualification amendment is filed to update stale financial statements, both offers and sales must be suspended during the waiting period. If the amendment is filed to reflect just fundamental changes, only sales must be suspended—offers may continue provided the previously qualified offering statement is not materially deficient.
New Question 182.33 re: Regulation A (Securities Act Rules 251-263) (2/17/26)Exhibits cannot be attached to offering circular supplements. Exhibits may not be attached to an offering circular supplement (the disclosure update filed during a live Reg A offering). Issuers needing to file new or updated exhibits mid-offering have two options: file them with a Form 1-U (a current report form required only for Tier 2 Reg A offerings), or file an exhibits-only post-qualification amendment to the Form 1-A (the Reg A offering statement).
Withdrew Question 182.05 re: Regulation A (Securities Act Rules 251-263) (2/17/26)Withdrawn as obsolete. Previously addressed voluntary filer eligibility at a time when Exchange Act reporting companies were prohibited from using Regulation A. That prohibition was eliminated in December 2018, and all Exchange Act filers—voluntary or otherwise—may now use Regulation A.

Guidance Addressing Regulation Crowdfunding Offerings

New Question 100.03 re: Regulation Crowdfunding (Rule 100) (2/17/26)Issuers may switch intermediary platforms before making any sales. Regulation Crowdfunding requires offerings to be conducted through a single intermediary platform. This guidance confirms that an issuer may switch platforms before any sales occur by canceling the offering on the initial platform, having its materials removed, and filing a new Form C to begin the offering on the new platform.
New Question 100.04 re: Regulation Crowdfunding (Rule 100) (2/17/26)Former Exchange Act reporting companies may use Regulation Crowdfunding. Clarifies that companies whose Exchange Act reporting obligations have been terminated or suspended are not disqualified from relying on Regulation Crowdfunding. The disqualification applies only to companies with active reporting obligations, not those with historical reporting status.
New Question 100.05 re: Regulation Crowdfunding (Rule 100) (2/17/26)The 12-month offering limit is calculated on a rolling basis from each closing date. Clarifies that the $5 million maximum offering amount under Rule 100(a)(1) is based on a rolling 12-month period measured from each closing—not from the offering commencement date. Issuers planning follow-on offerings should track when their prior closings occurred to determine available capacity. The C&DI includes an illustrative example.
New Question 100.06 re: Regulation Crowdfunding (Rule 100) (2/17/26)“Annual income” for non-accredited investor limits is measured on a calendar-year basis. Regulation Crowdfunding limits how much non-accredited investors can invest across all crowdfunding offerings in a 12-month period, based on their annual income and net worth. (Accredited investors are not subject to these limits.) This guidance confirms that the annual period for calculating investor annual income is the calendar year, consistent with the approach under Regulation D.
New Question 201.03 re: Regulation Crowdfunding (Rule 201) (2/17/26)Ongoing offerings require Form C amendment in addition to annual report and progress updates. Clarifies that if a crowdfunding offering with rolling closings remains ongoing more than 120 days after the issuer’s fiscal year end, the issuer must amend Form C with updated financial statements—in addition to filing the annual report on Form C-AR and progress updates on Form C-U at 50% and 100% of target offering amount.