On October 15, 2026, following engagement with the ABA’s Joint Committee on Employee Benefits, the SEC’s Division of Corporation Finance published new and revised corporation finance interpretations (CFIs) covering Securities Act rules, Securities Act forms, and Section 16 reporting. Taken together, the new and revised CFIs offer welcome flexibility for companies that grant equity before going public or assume equity awards through an acquisition.

Pre-IPO awards can be registered on Form S-8

New Question 271.28 under the Securities Act Rules permits an issuer that granted restricted stock, options, and RSUs in reliance on a registration exemption (e.g., Rule 701) before it became an Exchange Act reporting company to register the shares underlying such awards on Form S-8, once the issuer is eligible to file a Form S-8.

Assumed awards held by former target employees can be registered on Form S-8 by eligible acquirers, and eligible private-company acquirers may rely on Rule 701 for such awards

Revised Question 126.14 under the Securities Act Forms confirms that an acquirer may register on Form S-8 the shares underlying assumed awards of the target held by former employees of the target. New Question 271.29 gives the private-company analogue: the Staff will not object to reliance on Rule 701 for assumed restricted stock and the securities underlying assumed options and RSUs held by persons whose service relationship with the target ended before closing, so long as the awards are assumed in the transaction and the acquirer is eligible to use Rule 701.

Filing fees on forfeited RSUs are no longer stranded

Under new Question 126.46, where an issuer registered and paid registration fees on shares underlying RSUs that were later forfeited and returned to the plan pool, the Staff will not object if the issuer applies those fees to future Form S-8 registrations of securities underlying RSUs, including the recycled shares.

Registration of shares underlying awards of RSUs or restricted stock by the vesting date instead of the grant date

New Question 126.47 permits a reporting company to register the offer and sale of common stock issued on settlement of restricted stock or RSUs by the vesting date rather than the grant date, provided the company was also eligible to use Form S-8 when the awards were granted.

Also worth noting

New Question 240.19 confirms that an issuer may rely on Rule 457(o) to calculate the registration fee for an offering under a defined contribution plan.

Revised Question 126.19 walks through fee payment for a 401(k) plan that holds employer securities:

• No fee is owed for an automatic company contribution, since it is made without regard to employee contributions.
• A fee is owed on employee contributions and matching contributions to the extent they are invested in employer securities.
• No separate fee is required for the indeterminate amount of plan interests, consistent with Rules 416(c) and 457(h)(2).

New Question 135.05 clarifies a Section 16 timing question that comes up with cross-border trades. Where a reporting person sells on a foreign exchange at 9:00 a.m. local time on August 25, 2026, while it is still August 24 in the United States, the two-business-day clock under Rule 16a-3(g)(1) starts from the date in the execution time zone. The Form 4 is therefore due no later than 10:00 p.m. Eastern time on August 27, 2026.