SEC Issues New CFIs on Registering Equity Compensation Awards and Section 16 Reporting Deadlines

On October 15, the Staff (the Staff) of the SEC’s Division of Corporation Finance issued new and revised Corporation Finance Interpretations (CFIs) providing additional flexibility for registering equity-based compensatory awards, including awards assumed in acquisitions and granted before an IPO. The guidance also clarifies registration fees for retirement plans and Form 4 filing deadlines for transactions executed on foreign exchanges.

With respect to registration of equity awards, highlights include guidance that:

• Allows the buyer in an M&A transaction to register securities associated with equity awards held by employees of the acquired company on Form S-8.
• Simplifies the treatment of assumed awards held by acquired company employees, with Form S-8 available to buyers that are reporting companies and Rule 701 available to buyers that are nonreporting companies.
• Permits a company that becomes eligible to use Form S-8 to move onto that form an offering involving compensatory awards granted under a Securities Act of 1933 exemption before it became a Securities Exchange Act of 1934 reporting company.
• Allows the registration of the offer and sale of shares deliverable upon settlement of restricted stock and RSU awards prior to the vesting date, rather than the grant date, provided the company was also eligible to use Form S-8 at grant date.

New Section 16 CFI 135.05 clarifies how to calculate the two-business-day Form 4 deadline for transactions executed on foreign exchanges when the local execution date differs from the date in US Eastern Time. The Staff confirms that the calculation begins with the transaction date in the time zone where the transaction was executed, while the filing cutoff on the resulting due date is determined using US Eastern Time. In the Staff’s example, a sale executed at 9 am local time on August 25, 2026, when it is still August 24 in US Eastern Time, must be reported by 10:00 pm US Eastern Time on August 27, 2026.

Please see our PCAP Blog for additional discussion on this guidance, including the specific requirements applicable to the items highlighted above.

Proxy advisory firm Glass Lewis has made available its 2027 Benchmark Policy Guidelines (registration required to download). The stated purpose of the guidelines is to “serve as a framework that facilitates shareholder voting in favor of governance structures that will drive performance and promote and maintain long-term shareholder value.”

This policy is independent of the proposed multi-perspective framework that the firm introduced to clients in August 2026; see our discussion in this Goodwin PCAP Blog entry. On September 15, Glass Lewis announced that it was accepting comments from interested parties on the proposed set of frameworks; the comment period closed on October 16.

The 2027 benchmark or “house” policy makes no changes to the firm’s 2026 benchmark policy. In the preface to its 2027 policy, Glass Lewis states:

Glass Lewis’ single house policy has traditionally anchored the regional benchmark guidelines. Given Glass Lewis’ announced intention to move away from this single house policy, towards multiple perspectives representing varied viewpoints of its clients, policy development has entered a period of transition. As such, the Glass Lewis 2026 Benchmark Policy Guidelines will remain static for 2027.

Glass Lewis, however, remains committed to keeping policies current during this transition phase by ensuring that any relevant changes to regulation or corporate governance practices are reflected in the Benchmark Policy guidelines. A review of market-level regulatory and best practice changes over the preceding year concluded that these guidelines do not require revision for 2027.

On October 14, the SEC’s Small Business Advisory Committee announced that it will hold a meeting on Tuesday, October 27, at 10 am US Eastern Time to continue discussing IPO modernization and explore potential policy changes to Regulation Crowdfunding (Reg CF). According to the agenda of the meeting, the committee will first discuss how to encourage more small companies to go public, including consideration of potential regulatory reforms to streamline the offering process and improve IPO communication rules and analyst coverage and support. In the second session, the committee will discuss the current regulatory framework, successes to date, challenges, and whether there are potential policy changes to Reg CF that could improve the exemption in order to further expand access to early-stage capital raising.

The meeting will be open to the public and held at the SEC’s headquarters at 100 F Street, N.E., Washington DC. The discussion will also be streamed live on SEC.gov.

On October 19, the SEC announced that it will host a roundtable on November 9 to discuss the use of machine-understandable data and Super Intelligence (SI) — also referred to as artificial intelligence (AI) — and related risks and costs. The discussion is intended to solicit feedback from market participants on how the market and investing public are using machine-understandable data for SI solutions and inform the SEC staff on how the Commission can better facilitate SI.

The roundtable will be open to the public and held at the SEC’s headquarters at 100 F Street, N.E., Washington, DC from 9 am to 3:30 pm US Eastern Time. The discussion will also be streamed live on SEC.gov, and a recording will be available at a later date.

As highlighted in an October 16 PCAP Blog entry, tokenized securities are moving from what was once theory to regulated market infrastructure. For the first time, under an SEC exemptive order, third parties may be able to tokenize and facilitate trading in a public company’s stock unless the company affirmatively opts out. While there are limits to the type and amounts of stock that may be traded on a tokenized securities venue (TSV), publicly traded companies should be aware that there is only a 30-day window during which they can opt out of a TSV. If an opt out notice is not received, the company is deemed to have consented to inclusion on that TSV. Any opt out of a TSV will be public.

Companies are encouraged to visit our website where Goodwin’s Digital Currency and Blockchain practice has outlined key considerations for public companies in light of the SEC’s exemptive order and the commencement of tokenized equity asset trading on TSVs.