US: Read our high-level overview of a specific regulatory provision of the US Securities and Exchange Commission (SEC) governing filings for those investors who hold 5% or more of any class of a company’s outstanding stock.

On 11 February 2025, staff at the SEC released an amended Compliance and Disclosure Interpretation (C&DI) of existing regulation for such shareholders. The updated interpretation, known colloquially as “staff guidance,” has sparked many questions among PRI signatories seeking to better understand the purpose and substance of this update.

The intended audience for this document is PRI signatories who are unfamiliar with the SEC’s beneficial ownership regulations, and specifically those governing shareholders with significant holdings in individual companies (approaching the 5% threshold).

The statements in this briefing should be understood as generalised summaries, where idiosyncratic situations are not considered, and should not be relied upon by readers for decision-making of any kind. Further, the contents in this briefing do not represent legal advice. For any questions regarding the application of this interpretation change to your practices, readers should consult their legal counsel.

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