On October 15, 2026, the staff of the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance (the Staff) released a series of new and revised Corporation Finance Interpretations (CFIs, formerly known as Compliance and Disclosure Interpretations, or C&DIs) addressing Rule 701 under the Securities Act of 1933 (the Securities Act), Form S-8 and the related registration fee rules, as well as a Form 4 filing timing question under Section 16 of the Securities Exchange Act of 1934 (the Exchange Act).[1] Most of the guidance is new, although the Staff also revised two longstanding Form S-8 interpretations, including one that reverses the Staff’s prior position on assumed awards held by former employees of an acquired company.

Taken together, the new CFIs largely resolve in companies’ favor several questions that practitioners have long treated as unclear, and in a number of respects place restricted stock and restricted stock units (RSUs) on the same footing that stock options have historically enjoyed. Below, we summarize the new guidance and highlight related existing guidance that continues to apply.

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