The new interpretations address moving an offering between intermediary platforms; issuer eligibility where Exchange Act reporting has ended; how the 12 month crowdfunding offering cap is measured; and other definitions and filings.
On Feb. 17, 2026, the US Securities and Exchange Commission’s Division of Corporation Finance published revised Compliance and Disclosure Interpretations (C&DIs) on Regulation Crowdfunding.
The five Regulation Crowdfunding interpretations dated Feb. 17 address moving an offering between intermediary platforms; issuer eligibility where Exchange Act reporting has ended; how the 12‑month crowdfunding offering cap is measured; how “annual income” is defined for investor limits; and what updated filings are required when an offering stays open more than 120 days after fiscal year-end.
To begin with: An issuer may, before making any sales, move a Regulation Crowdfunding offering from one intermediary’s platform to another, if it complies with Rule 303(a) and Rule 100(a)(3) – Rule 303(a) addresses requirements for conducting offerings through a single intermediary (including conditions tied to the intermediary’s platform), while Rule 100(a)(3) is part of Rule 100’s baseline conditions for using the crowdfunding exemption. Going forward, the issuer should cancel the offering on the initial platform, remove the offering materials from that platform, and file a new Form C (the offering statement for a Regulation Crowdfunding offering, filed with the SEC and provided to the intermediary) to begin the offering anew on the new platform.
The SEC staff also said Rule 100(b)(2) – a disqualification provision under Rule 100 that limits which issuers can rely on Regulation Crowdfunding – would not disqualify former Exchange Act reporting companies when their Exchange Act reporting obligations have been terminated or suspended. Additionally, it clarified that Rule 100(a)(1) –the cap on the maximum aggregate amount of securities an issuer may offer and sell in reliance on Regulation Crowdfunding over a 12-month period – uses a rolling 12-month calculation from the date of each closing.
Separately, it said the “annual” period for “annual income” in Rule 100(a)(2) – used for calculating investment limits applicable to non-accredited investors in Regulation Crowdfunding – is a calendar year, consistent with Regulation D.
For ongoing offerings, the SEC staff added that if a Regulation Crowdfunding offering remains open more than 120 days after the issuer’s fiscal year-end and at least one rolling closing has occurred, the issuer must file a Form C amendment with updated financial statements. These must meet Rule 201(t) (which sets timing and content requirements for financial statements included in Form C), and an annual report on Form C-AR (the issuer’s annual ongoing report under Regulation Crowdfunding), citing Instruction 4 to Rule 201(t) and Rule 202(a) (which governs ongoing reporting obligations), and must also file progress updates under Rule 203(a)(3) (which requires interim updates on offering progress).
