SEC Publishes CD&I On Form S-3, Regulation S-K, Form 20-F, And Section 13
On March 20, 2025, the SEC published several updates to its compliance and disclosure interpretations (“CD&I”) related to Forms S-3 and 20-F, and Regulation S-K. The new CD&I importantly allow all issuers, not just well-known seasoned issuers (“WKSIs”) to go effective on Form S-3 registration statements between the filing of a Form 10-K and the filing of the proxy statement containing Form 10-K Part III disclosures.
Earlier, on February 11, 2025, the SEC published one revised and one new CD&I related to Section 13 filings on Schedules 13D and 13G.
Form S-3/Securities Act Rules
Revised CD&Is 114.05 and 198.05 confirm that a Form S-3 ASR and a non-automatically effective Form S-3 may be filed and declared effective after a company files its Form 10-K but prior to filing its Part III information in either a proxy statement or amended Form 10-K. However, the SEC notes that companies are responsible for ensuring that any prospectus used in connection with
Public Company SEC Reporting Requirements
A public company with a class of securities registered under either Section 12 or which is subject to Section 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) must file reports with the SEC (“Reporting Requirements”). The underlying basis of the Reporting Requirements is to keep shareholders and the markets informed on a regular basis in a transparent manner. Reports filed with the SEC can be viewed by the public on the SEC EDGAR website. The required reports include an annual Form 10-K, quarterly Form 10Q’s and current periodic Form 8-K as well as proxy reports and certain shareholder and affiliate reporting requirements.
A company becomes subject to the Reporting Requirements by filing an
