Capital Markets Update – February 2026 One-Minute Reads

SEC chair issues statement on reforming Regulation S-K

Securities and Exchange Commission (SEC) Chair Paul Atkins issued this statement encouraging members of the public to provide their views on how the SEC can amend Regulation S-K, with the goal of revising the requirements to focus on eliciting disclosure of material information and avoid compelling the disclosure of immaterial information. Atkins stated that the Regulation S-K requirements do not always reflect information that a reasonable investor would consider important in making an investment or voting decision, and he has instructed the Division of Corporation Finance to engage in a comprehensive review of the regulation. He noted that the first step took place last May, when the SEC solicited public comments and held a roundtable on the executive compensation disclosure requirements contained in Item 402 of Regulation S-K. This call for public comment is the second step. Comments should be submitted by April 13, 2026, and all information received will be made publicly available on the SEC’s website without change, including no redaction of personal identifying information. For more information, see this TheGovernanceBeat.com blog post.

SEC Commissioner Uyeda offers remarks at 53rd Annual Securities Regulation Institute

In his keynote address at the Northwestern Pritzker School of Law Securities Regulation Institute, SEC Commissioner Mark Uyeda outlined potential improvements to Regulation S K, including revisions to Item 408 on insider trading arrangements, raising the de minimis threshold under Item 404 for related party transactions and replacing the narrative description of company policies with a requirement that companies file their policies or post them on their websites, and streamlining cybersecurity disclosures under Item 106. He also pointed to potential improvements to Item 701’s disclosure of unregistered sales of securities, along with simplifications to Item 201 related to security holder information and performance graphs.

For thoughts on Uyeda’s remarks, see this TheGovernanceBeat.com blog post and this TheCorporateCounsel.net blog post.

ISS updates FAQs

Institutional Shareholder Services (ISS) released updates to its various FAQs. The Policy Gateway now includes new FAQs on US Executive Compensation Policies, US Procedures & Policies (Non-Compensation), US Equity Compensation Plans, US Pay-for-Performance Mechanics, US Peer Groups and US Cross-Market Policies. For more information, see this TheGovernanceBeat.com blog post, this CompensationStandards.com blog post and this TheCorporateCounsel.net blog post, which includes FAQ 91 in US Procedures & Policies (Non-Compensation) that addresses ISS’ approach when a company excludes a shareholder proposal from its ballot.

BlackRock issues 2026 proxy voting guidelines

BlackRock Investment Stewardship has issued its updated engagement priorities, stewardship principles, US proxy voting guidelines for the 2026 proxy season (effective January 2026) and other documents, as follows:

Guidelines
Stewardship Reports
Commentary
BlackRock Active Investment Stewardship

For a summary of the key updates, see this TheGovernanceBeat.com blog post and this TheGovernanceBeat.com blog post.

Vanguard posts voting policies for 2026

Consistent with the previously announced reorganization of the firm into two separate investment advisors – Vanguard Portfolio Management and Vanguard Capital Management – Vanguard has posted the following voting policies for each of the advisors:

Vanguard Portfolio Management (VPM)

Vanguard Capital Management (VCM)

For a summary of the key updates, see this TheGovernanceBeat.com blog post.

J.P. Morgan plans to stop using proxy advisory firms for voting at US firms

JPM’s asset management group will stop using proxy advisory firms and instead use an internal artificial intelligence-powered platform, Proxy IQ, to analyze data from the more than 3,000 shareholder meetings it votes at each year. For more information, see this TheGovernanceBeat.com blog post.

Reviewing Rule 14a-8(j) notices submitted so far this proxy season

See this TheGovernanceBeat.com blog post and this TheCorporateCounsel.net blog post for insights on the 30 Rule 14a-8(j) notices posted on the SEC’s website for 2025 – 2026 Correspondence Under Exchange Act Rule 14a-8, as of January 11, 2026.

PwC releases 2025 IPO statistics

PwC’s US Capital Markets 2026 Outlook provides the following 2025 initial public offering (IPO) data:

  • Through November 30, 2025, 72 traditional IPOs raised more than $33.6 billion, surpassing the full-year totals for 2024 (62 IPOs, $27 billion), 2023 (35 IPOs, $17.7 billion) and 2022 (28 IPOs, $7.1 billion). September 2025 was the busiest month for new listings in years.
  • Eight companies priced their IPOs during the October/early November 2025 government shutdown.
  • Sponsor-backed IPO activity strengthened further in 2025, marking the busiest year for sponsor-backed issuance since 2021. As of November 30, 2025, 17 sponsor-backed companies raised more than $8.9 billion, already surpassing the full-year total for 2024, when 13 deals raised $8.8 billion.
  • Venture capital-backed IPOs also strengthened in 2025. As of November 30, 2025, 34 VC-backed companies raised approximately $16.4 billion, compared to 29 issuers raising more than $8.6 billion in all of 2024.
  • Special purpose acquisition company (SPAC) issuances posted its most active stretch since 2021. As of November 30, 2025, 122 SPACs raised approximately $22.2 billion, far surpassing the 57 SPAC IPOs that raised $8.7 billion in 2024.

SEC issues, withdraws and revises C&DIs

The SEC’s Division of Corporation Finance published new, revised and withdrawn compliance and disclosure interpretations (C&DIs) on February 11, 2026:

Rules Section Withdrawn/Revised Questions New Questions
Securities Act rules – The updates to the Securities Act sections and Securities Act rules C&DIs modernize them to reflect that a number had become obsolete with the adoption of Securities Act Rule 152. Section 134. Securities Act Section 4(a)(2) Withdrew Question 134.02 (superseded by Rule 152)  
Section 139. Securities Act Section 5 Withdrew Questions 139.08 and 139.25 (superseded by Rule 152)

Revised Question 139.27 (updated to reflect existence of Rule 152)		  
Section 141. Rule 147 – Intrastate offers and sales Withdrew Question 141.06 (superseded by Rule 152)  
New Section 148. Rule 152   New Question 148.01 – Addresses sales to individuals under Rule 506(b) of Regulation D, following a general solicitation under Rule 506(c). This depends on whether the issuer established a substantive relationship with such prospective purchasers prior to the commencement of the Rule 506(b) offering. Because the issuer solicited the prospective investors through the general solicitation in the prior Rule 506(c) offering, the issuer cannot rely on Rule 152(a)(1)(i). The C&DI describes factors to consider.

New Question 148.02 – Explains that the mere fact that a registration statement is effective, in and of itself, does not automatically raise integration concerns under Rule 152.

New Question 148.03 (revised and moved from Question 152.02) –The refreshed C&DI states that following an unsuccessful shelf takedown, an issuer may complete the offering privately, provided that the issuer complies with the general principle of integration in Rule 152(a).
Section 152. Rule 155 – Integration of abandoned offerings Withdrew Questions 152.01 and 152.03 (superseded by Rule 152)

Revised and Moved Question 152.02 (moved to Question 148.03) (private offering following unsuccessful shelf takedown) 		 
Section 212. Rule 415 – Delayed or continuous offering and sale of securities Withdrew Question 212.06 (superseded by Rule 152)  
Section 225. Form S-4 – Resale of Transaction-Related Securities on Form S-4. Revised Question 225.03  
Section 255. Rule 501 – Definitions and terms used in Regulation D Revised Question 255.06 – This C&DI relates to looking through to natural persons when determining accredited status of entities; the update clarifies language and adds a reference to Note 1 of Rule 501(a)(8).  
Section 256. Rule 502 – General conditions to be met Withdrew Questions 256.01, 256.02 and 256.34 (superseded by Rule 152)  
Section 260. Rule 506 – Exemption for limited offers and sales without regard to dollar amount of offering   New Question 260.39 – Clarifies that in a Rule 506(c) offering, an issuer can use different methods to verify the accredited investor status for different investors.
Business combinations, tender and exchange offers and proxy rules – These address when offers and sales of securities may be registered on Form S-4 (or F-4) after lock-up agreements, or when agreements to tender are executed before the filing of a registration statement. Section 139. Revised Question 139.29
Revised Question 139.30		  
Section 239. Revised Question 239.13  
Proxy rules and schedules 14A/14C Section 126. Rule 14a-6 – Reflects a reversal of the staff’s prior approach to voluntary notice of exempt solicitation filed by soliciting persons who do not beneficially own more than $5 million of the class of subject securities. Revised Question 126.06
Revised Question 126.07		  
Section 133. Rule 14a-13 – Modernizes the broker search process, providing that the staff will not object if a registrant conducts a “broker search” less than 20 business days before the record date as long as it reasonably believes that proxy materials will be timely disseminated to beneficial owners and otherwise complies with Rule 14a-13.   New Question 133.02
Section 182. Rule 14c-2 – Addresses when a registrant is unable to distribute an information statement in compliance with Rule 14c-2(b)’s 20-calendar-day requirement because the written consents were solicited by a dissident security holder without the registrant’s knowledge.   New Question 182.01
Tender offer rules and schedules Section 101. General questions –Clarifies/Confirms Parent Company Tender Offer for Affiliate is Subject to Regulation 14D   New Question 101.22
Section 163. Rule 14e-2 – Practical Relief for Issuers in “Mini Tender Offers.”   New Question 163.02
Section 166. Rule 14e-5 – Addresses the availability of the Rule 14e-5(b)(10) exception for tender offers that qualify for the Tier I cross-border exemptions and addresses whether Rule 14e-5(b)(12)(i) permits purchases outside a tender offer by the financial advisor’s affiliates on behalf of the offeror with the purpose of facilitating the tender offer.”   New Question 166.02
New Question 166.03
Regulation S-K Section 217. Item 402(a) – Provides additional clarity on historical compensation information for a spun-off registrant. Revised Question 217.01  
Exchange Act Rule 13e-3 and Schedule 13E-3 Section 112. Rule 13e-3(g)(2)   New Question 112.03 – clarifies application of the (g)(2) “Equity-for-Equity” Exception.

New Question 112.04 – Non-waivable condition regarding going-private effects.
Section 212. Rule 13e-3(g)(2) Revised Question 212.01 – (g)(2) Exception Unavailable for Non-Equivalent Debt Exchange.  

 

For more information on the C&DIs, see this TheGovernanceBeat.com blog post, this TheGovernanceBeat.com blog post, this TheGovernanceBeat.com blog post (New York Stock Exchange-aligned with broker search C&DI given NYSE Rule 402.04), this TheCorporateCounsel.net blog post, this DealLawyers.com blog post and this CompensationStandards.com blog post. For thoughts on the changes to the Notice of Exempt Filing C&DI, see this Responsible Investor article.

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