On July 11, 2025, the staff (the “Staff”) of the U.S. Securities and Exchange Commission’s (the “SEC”) Division of Corporation Finance (the “Division”) published non-substantive updates to various Compliance and Disclosure Interpretations (“CDIs”) relating to Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting.
The updates bring the CDIs into alignment with amendments to Regulations 13D and 13G adopted in October 2023. The majority of the changes to the CDIs, detailed below, include:
- Updates to required timing for filing of initial Schedules 13D or 13G, and amendments thereto, including deletion of references to “prompt” timing of amendments to Schedule 13D, where Rule 13d-2(a) now requires amendments within 2 business days; and
- Clarifications of Exchange Act Rule and Section references.
| CDI | Topic | Updated Guidance |
| 101.01 | Section 13(d) | When a security holder owns over 5% of a class of an issuer’s equity securities at the time the securities are registered under the Exchange Act, the security holder “must” file a Schedule 13G within 45 days after the end of the calendar quarter in which the shares were registered. Since the security holder has not “acquired” any securities of a class registered under Section 12, no Schedule 13D is required. |
| 101.06 | Section 13(d) | When a broker’s error leads to inadvertent acquisition of over 5% of a class of registered common stock, the customer is “deemed to have acquired” beneficial ownership over such securities. The customer’s lack of intent to acquire more than 5% is not relevant to reporting requirements, and neither is a decision not to pay or instruct the broker to sell the excess. |
| 103.01 | Rule 13d-1 | Updates deadline for filing Schedule 13G to “within 45 days after the end of calendar quarter” in which the class of securities is registered. The deadline for filing a Schedule 13G pursuant to Rule 13d-1(b)(2) is updated to “within five business days after the end of a designated month.” |
| 103.06 | Rule 13d-1 | Where a group member transfers securities to its parent as a dividend, the parent (which itself is a Schedule 13G filer separate from the group) must timely file an amended Schedule 13G if the direct beneficial ownership of the transferred securities constitutes a material change in the information previously disclosed by the parent. |
| 103.09 | Rule 13d-1 | Updates deadline for filing Schedule 13G to “within 45 days after the end of calendar quarter” in which the class of securities is registered. |
| 103.10 | Rule 13d-1 | Updates deadlines for filing Schedule 13D and confirms that Schedule 13D must be filed with five business days after the trade date of the acquisition transaction, with the first calendar day after the trade date counted as day number one. |
| 104.01 | Rule 13d-2 | Confirms that Rule 13d-2 refers to a “contract, arrangement, understanding, or relationship with respect to securities of the issuer.” |
| 104.02 | Rule 13d-2 | Updates to reflect Schedule 13G amendment requirements; amendments are required for material changes only; no amendments are required if there are no material changes or if the only change is to the percentage of securities beneficially owned resulting from a change in the number of securities outstanding. |
| 104.03 | Rule 13d-2 | Clarifies that Rule 13d-2(a) requires a security holder to amend its Schedule 13D “within two business days after the date of any material change.” Remedial steps the security holder takes do not necessarily affect determinations of liability under federal law for failure to “timely file.” |
| 104.04 | Rule 13d-2 | Clarifies that a convertible noteholder has obligation to amend when a change in conversion rate results in a 1% or more change in “beneficial” ownership. |
| 104.06 | Rule 13d-2 | Clarifies that new groups are required to jointly file an initial Schedule 13D “within two business days” under Rule 13d-2(a). Removes reference to 13d-5(b). |
| 104.07 | Rule 13d-2 | Removes reference to “promptly” under Rule 13d-2(a). |
| 105.01 | Rule 13d-3 | Updates deadline for filing Schedule 13D to within “five business days after the date” the holder is deemed to acquire beneficial ownership. |
| 105.06 | Rule 13d-3 | Reference to group formation updated to “Section 13(d)(3)” and clarifies that the group has been formed by the shareholders “given that” they have agreed to act together for purpose of voting. Clarifies that “this group” is deemed to have acquired beneficial ownership of the shares beneficially owned by its members “due to the agreement among its members and corresponding operation of Rule 13d-5(b)”. |
| 107.01 | Rule 13d-5 | Where several shareholders retain an investment adviser to persuade the issuer to revise or drop a rights offering, clarifies that the shareholders “beneficially own, in the aggregate, more than five percent of the issuer’s Section 12 registered voting class of equity securities” and that that the major shareholders have “acted as a group” with a common purpose and a “joint decision.” Group status will cease when the shareholders no longer act “as a group.” |
| 110.03 | Schedule 13D | Removes “promptly” qualifier for timing of amendments to Schedule 13D. |
| 110.04 | Schedule 13D | In connection with a contingent contract, clarifies that the third party has no beneficial ownership reporting obligation until “material” contingencies that they have no control over are waiver or satisfied. Clarifies that “as a result of the execution of the contract,” the reporting person must report material changes in an amendment to its Schedule 13D. |
| 110.06 | Schedule 13D | Removes “promptly” qualifier on timing of amendments to Schedule 13D. |
Please see the full CDI updates here.