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SEC staff updates guidance on Section 13 beneficial ownership reporting rules
31 July 2025
The SEC's Division of Corporation Finance recently issued 18 revised Compliance and Disclosure Interpretations (C&DIs) relating to Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G under the Exchange Act. This regulatory scheme requires beneficial owners of more than 5% of a class of voting equity securities registered under Exchange Act Section 12 to report their ownership and related information on either a Schedule 13D or a Schedule 13G. The filings inform the market about acquisitions of securities that could allow filers to control or influence control over an issuer.
As discussed in the SEC Updates we issued on November 6, 2023 and September 12, 2024, the SEC recently shortened the filing deadlines for initial and amended Schedule 13D and 13G reports. In the same October 2023 release, the agency published guidance regarding the appropriate legal standard for determining whether multiple persons constitute a “group” required to file ownership reports. The revised C&DIs conform the Division's existing interpretations to the rule changes and guidance.
Although the C&DIs are not rules, regulations, or statements of the Commission, they offer important direction by the staff on how to comply with the beneficial ownership reporting requirements. Beyond the initial filing and amendment updates, few substantive changes were made to the prior C&DIs.
Links to the text of the C&DIs (including comparisons to the prior versions) are available here.
Click here to read our full SEC Update publication.
Authored by Alan Dye (co-editor), Richard Parrino (co-editor), Kevin Greenslade, Weston Gaines, Gibby Wagner, and Spencer Leroux.
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Washington, D.C.
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