The Securities and Exchange Commission (SEC) has updated Compliance and Disclosure Interpretations (C&DIs) that impact Regulation A (Reg A). The update occurred last week (February 17, 2026) and is part of the SEC’s periodic process. These C&DIs serve as an interpretive resource for exempt securities offerings as the staff’s opinion evolves over time.
Reg A is a securities exemption that received a significant update under the JOBS Act of 2012. Sometimes described as a mini-IPO type offering, as an issuer must have an offering document qualified by the SEC, and then the company may choose whether to have its shares trade following completion, Reg A allows for online capital formation with an issuer able to raise up to $75 million.
Among other issues regarding Reg A, the SEC clarified that an issuer may submit a draft offering statement for non-public review.
The SEC also voiced that an issuer may convert from a qualified Tier 1 offering to a Tier 2 offering by filing a post-qualification amendment.
Asked whether an issuer can advertise its Reg A offering on television or radio, or through online advertisements with audio or visual components, the SEC said it depends. Before the filing of the Form 1-A, yes, but after qualification, no.
As always, an issuer and platforms should defer to counsel on any determination regarding a securities exemption.
The updated CD&I is viewable here.
