SEC Staff Updates Compliance and Disclosure Interpretations on Schedules 13D/G

On July 11, 2025, the Staff of the SEC’s Division of Corporation Finance revised 18 C+DIs regarding Schedules 13D/G, largely to conform to the SEC’s October 2023 rule amendments, which, most significantly, shortened the deadlines applicable to such filings (described in our October 2023 Advisory). Many of the updated C+DIs correct or update rule references, and/or reflect the new filing date deadlines. The substantive changes include the following:

The revised answer to Question 101.01 clarifies that if a security holder has not acquired any securities since the effective date of an issuer’s registration of securities under Section 12 of the Securities Exchange Act of 1934 on Form 10, it must file a Schedule 13G (and is not permitted to file a Schedule 13D). The answer continues to note that if the security holder has acquired any securities since the registration effective date, the security holder must consider the application of the 12-month look-back rule to periods prior to effectiveness.

Under the revised answer to Question 103.06, when one group member transfers its securities to a parent who is a Schedule 13G filer but has not acted as a group with the other members, the parent must file an amended Schedule 13G if becoming the direct beneficial owner of the transferred securities constitutes a material change in the information the parent previously disclosed.

Under the revised answer to Question 104.02, all Schedule 13G filers, without regard to the basis of their filing a Schedule 13G, must file an amendment to report any material changes in the information previously disclosed.

Under the revised answer to Question 107.01, if major shareholders who beneficially own, in the aggregate, more than 5% of an issuer’s registered voting class of equity securities, retain an investment advisor to persuade the issuer to revise or drop a rights offering, a group has formed because the shareholders have acted as a group for the common purpose or goal or holding their securities (by their joint decision to retain an investment advisor in a collective attempt to gain influence over a management decision). A shareholder will cease to be a member of the group when it no longer acts as a group with the other group members for the purpose of holding the equity securities of the issuer.

For your reference, links to redlines of all 18 updated C+DIs are listed below:

Section 101. Section 13(d)

• Revised Question 101.01
• Revised Question 101.06

Section 103. Rule 13d-1 — Filing of Schedules 13D and 13G

• Revised Question 103.01
• Revised Question 103.06
• Revised Question 103.09
• Revised Question 103.10

Section 104. Rule 13d-2 — Filing of Amendments to Schedules 13D or 13G

• Revised Question 104.01
• Revised Question 104.02
• Revised Question 104.03
• Revised Question 104.04
• Revised Question 104.06
• Revised Question 104.07

Section 105. Rule 13d-3 — Determination of Beneficial Ownership

• Revised Question 105.01
• Revised Question 105.06

Section 107. Rule 13d-5 — Acquisition of Securities

• Revised Question 107.01

Section 110. Schedule 13D

• Revised Question 110.03
• Revised Question 110.04
• Revised Question 110.06

© Arnold & Porter Kaye Scholer LLP 2025 All Rights Reserved. This Advisory is intended to be a general summary of the law and does not constitute legal advice. You should consult with counsel to determine applicable legal requirements in a specific fact situation.