What SEC Filers Need to Know: The Impact of the Federal Government Shutdown

The U.S. federal government officially shut down overnight following a bipartisan impasse on federal budget measures. Beyond the immediate effects on the stock and bond markets and the furlough of approximately 750,000 federal workers, the shutdown has disrupted federal court activities and significantly reduced SEC operations. Most importantly for issuers and counsel, the SEC will not process many types of paperwork—particularly new filings such as IPOs.

Given this, filers should be aware of the following key points:

1. Limited SEC Staff Availability
   A small number of Division staff remain available for emergency matters, such as questions about fee calculations or emergency filing relief. Filers may submit requests to CFEmergency@sec.gov.
2. EDGAR Remains Operational, but Limited
   EDGAR will accept registration statements, offering statements and other filings, but SEC staff will not declare registration statements effective or qualify Form 1-A offering statements during the shutdown.
3. Filing Deadlines Still Apply
   “Business day” counting under SEC rules continues (excluding weekends and federal holidays), even during the shutdown.
4. No Acceleration or Qualification During Shutdown
   Requests for acceleration of effective dates or qualification of offering statements will not be granted. Post-effective or post-qualification amendments filed during the shutdown will not be acted on until operations resume. Some amendments (e.g., under Rule 462(c)) may still be effective by statute, but filers should carefully assess related risks.
5. Proceeding with Offerings
   Moving forward with offerings is only advisable if your prospectus does not require updating. If a post-effective amendment is needed, staff cannot declare it effective during the shutdown.
6. Rule 430A and Pricing Timing
   If a registration statement was effective before the shutdown, but the offering is not priced within the normal timeframe, filers may rely on a post-effective amendment under Rule 462(c) to restart the pricing window. However, Rule 430A limitations and delaying amendment requirements still apply.
7. Amendments During Shutdown
   If the Division resumes operations before the 20-day period ends, filers may be required to amend to include a delaying amendment, or staff may request re-insertion.
8. Emergency Relief Available in Narrow Cases
   Under the Anti-Deficiency Act, staff may act in emergencies involving the protection of property (e.g., where delay could cause significant harm). Justification must be provided with such requests.
9. Other Guidance Suspended
   The SEC will not respond to no-action, interpretive, or exemptive requests during the shutdown. Similarly, proxy-related requests (e.g., under Rule 14a-8) will not be reviewed until operations resume.
   More details on each of these points, as well as the SEC’s current operating status, are available at SEC.gov.

More details on each of these points, as well as the SEC’s current operating status, are available at SEC.gov.

Agile Legal Stands Ready to Help Navigate Filings During the Shutdown

Navigating securities filings is complex even under normal conditions. During a government shutdown, the uncertainty and shifting timelines create additional challenges that can significantly impact filings and transactions. Agile Legal supports clients by:

• Monitoring regulatory updates and translating SEC guidance into     practical filing strategies tailored to your organization’s needs.
• Managing filing timelines and documentation to reduce the risk of missed deadlines or compliance oversights during periods of disruption.
• Coordinating across teams—legal, financial, and compliance—to ensure filings, disclosures and related materials are ready to move as soon as SEC operations resume.
• Providing contingency planning and risk analysis, so CLOs, GCs and executives can make informed decisions about whether and when to proceed with offerings.
• Streamlining communication with regulators by helping prepare emergency relief requests or justifications where warranted.

By approaching SEC filing requirements strategically, Agile Legal offers confidence, control and continuity even during regulatory disruption.

Need assistance with SEC filings? Contact us to learn more about how we can support you.

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