On February 17, 2026, the SEC added 5 new Compliance & Disclosure Interpretations (C&DIs) under Regulation Crowdfunding. The update is purely additive—no prior C&DIs were revised, withdrawn, or substantively modified.
The new interpretations address:
- 100.03 – Whether and how an issuer may switch intermediaries before any sales occur
- 100.04 – Eligibility of former Exchange Act reporting companies
- 100.05 – How to calculate the rolling 12-month offering limit under Rule 100(a)(1)
- 100.06 – Confirmation that “annual income” for investor limits refers to the calendar year
- 201.03 – Required filings when a live offering extends beyond fiscal year-end (including Form C amendments and Form C-AR)
All previously existing C&DIs (100.01, 100.02, 201.01, 201.02, 202.01, 204.01-204.04, 205.01) remain unchanged in substance and wording.*
*For purposes of this analysis, we compared the currently published Regulation Crowdfunding C&DIs with the version of that webpage captured by the Internet Archive’s Wayback Machine on January 16, 2026.
These additions address operational questions not expressly resolved in the adopting release. They do not modify the substantive scope of the exemption or the regulatory architecture of Regulation Crowdfunding; rather, they clarify how existing requirements apply in practice under the framework originally adopted in Release No. 33-9974 (the “Final Rules”). Among the 5, the interpretation addressing the rolling 12-month offering limit under Rule 100(a)(1) is likely to carry the greatest practical significance, particularly for issuers conducting offerings with multiple or staged closings.
1. Switching Intermediaries Requires a Reset (C&DI 100.03)
- Rule clarified: An issuer may move a Reg CF offering to a different intermediary only before any sales occur, and only by cancelling the first offering, removing materials from the initial platform, and filing a new Form C to start over.
- Why it matters: Regulation Crowdfunding contemplates conducting the offering through a single intermediary platform; this interpretation confirms that “moving” is not a transfer—it is a restart.
Full Text:
Question 100.03
Question: Before making any sales in the offering, may an issuer conducting a Regulation Crowdfunding offering move its offering from one intermediary’s platform to a different intermediary’s platform?
Answer: Yes, assuming compliance with Rule 303(a) and Rule 100(a)(3) and the instruction thereto. The issuer should cancel its offering on the initial platform, its offering materials should be removed from that platform, and the issuer should then file a new Form C to begin the offering anew on the new platform. [February 17, 2026]
2. Former Reporting Companies Are Not Automatically Ineligible (C&DI 100.04)
- Rule clarified: A company is not disqualified from Reg CF merely because it once had Exchange Act reporting obligations, so long as those obligations are no longer active (terminated or suspended).
- Why it matters: The disqualification targets current reporting companies, not companies with historical reporting status.
Full Text:
Question 100.04
Question: Would Rule 100(b)(2) disqualify former Exchange Act reporting companies from relying on Regulation Crowdfunding if they no longer have active Exchange Act reporting obligations because such reporting obligations have been terminated or suspended?
Answer: No. [February 17, 2026]
3. The $5M Cap Uses a Rolling 12-Month Lookback from Each Closing (C&DI 100.05)
- Rule clarified: The Rule 100(a)(1) cap (which limits the aggregate amount of securities an issuer may sell in reliance on Reg CF to $5M during any 12-month period) is measured on a rolling basis from the date of each closing—not from the Form C filing date or the offering launch date. In practical terms, the rule does not operate as a single annual reset tied to when the offering begins. Instead, each closing carries its own 12-month lookback window.
- Why it matters: For issuers conducting offerings with rolling closings, this becomes the central compliance calculation. The amount available to be raised at any given time depends on how much was sold in reliance on Section 4(a)(6) during the 12 months preceding that specific closing date.
Full Text:
Question 100.05
Question: How does an issuer determine the start of the 12-month period in Rule 100(a)(1) for purposes of calculating the maximum aggregate amount of securities that can be offered?
For example, if an issuer commenced an offering with a maximum offering amount of $5 million on May 16, 2025, completed an initial closing of $500,000 on June 15, 2025, and then completed the offering by closing on the remaining $4.5 million on September 30, 2025, can the issuer launch a new offering on June 16, 2026 with a maximum offering amount of $5,000,000?
Answer: The offering limit in Rule 100(a)(1) is based on a rolling 12-month calculation from the date of each closing.
In the example, only the 12-month anniversary of the initial closing has occurred, so the maximum the issuer could offer on June 16, 2026 in reliance on Regulation Crowdfunding would be $500,000. [February 17, 2026]
4. “Annual Income” Means Calendar Year (C&DI 100.06)
- Rule clarified: Rule 100(a)(2) sets investment limits for non-accredited investors participating in a Regulation Crowdfunding offering. The amount an individual may invest over a 12-month period is determined by reference to their annual income and net worth, subject to statutory caps. The SEC has now clarified that, for purposes of calculating “annual income” under this rule, the relevant period is the calendar year, consistent with the approach used under Regulation D. In other words, investors assess their income based on the most recently completed calendar year—not a trailing twelve-month period, fiscal year, or customized measurement window.
- Why it matters: Although practitioners already looked to Regulation D principles for guidance, the rule text itself did not expressly define “annual” as calendar year. The C&DI removes that ambiguity and standardizes the measurement framework across private offering exemptions. This clarification is likely most significant in practice for intermediaries, many of whom incorporate investment limit calculators directly into their funding portal platforms. A uniform calendar-year standard reduces the risk of inconsistent calculations and helps ensure that investor eligibility tools are structured in compliance with the rule. For issuers, the clarification promotes uniform application of investor limits across platforms and offerings. Because issuers rely on intermediaries to administer investment caps, a clearly defined measurement period reduces the risk of inconsistent eligibility determinations and enhances overall compliance certainty—particularly in multi-round fundraising environments. From the investor perspective, the guidance provides predictability. Investors can now assess their eligibility using a familiar, fixed reference point—the most recently completed calendar year—rather than attempting to calculate income on a rolling or customized basis.
Full Text:
Question 100.06
Question: How is the “annual” period calculated for “annual income” in Rule 100(a)(2)?
Answer: The annual period is a calendar year. Instruction 1 to paragraph (a)(2) of Rule 100 specifically calls for the approach to be consistent with Regulation D. See Securities Act Release No. 6389 (Mar. 16, 1982), at footnote 15. [February 17, 2026]
5. Live Offering After Fiscal Year-End Triggers Updated Filings (C&DI 201.03)
- Rule clarified: If an issuer has completed at least one closing in a Regulation Crowdfunding offering and the offering remains open more than 120 days after its fiscal year end, the issuer must: amend its Form C to include updated financial statements that satisfy Rule 201(t), file an annual report on Form C-AR pursuant to Rule 202(a), and continue filing required progress updates under Rule 203(a)(3). In short, the passage of a fiscal year-end during a live offering triggers updated disclosure and annual reporting obligations.
- Why it matters: This interpretation confirms that ongoing reporting requirements operate independently of offering status. An issuer cannot defer annual financial disclosure merely because the raise remains open. For issuers conducting extended or rolling offerings, careful coordination between offering timelines and fiscal year-end reporting is therefore essential to maintain continuous compliance.
Full Text:
Question 201.03
Question: An issuer has an ongoing Regulation Crowdfunding offering in which at least one “rolling closing” has already occurred. If the offering is still ongoing more than 120 days following the issuer’s fiscal year end, what does the issuer need to file?
Answer: The issuer must file an amendment to the issuer’s Form C with updated financial statements that meet the requirements of Rule 201(t) and an annual report on Form C-AR. See Instruction 4 to Rule 201(t) and Rule 202(a) of Regulation Crowdfunding. In addition, the issuer must file progress updates under Rule 203(a)(3). [February 17, 2026]
Bottom Line
The February 17, 2026 C&DIs tighten the operational edges of Reg CF without changing its architecture. The market largely behaved as if these answers were true; the SEC has now said them out loud. The only item that meaningfully reshapes day-to-day planning is the rolling 12-month cap keyed to each closing, which demands disciplined tracking for any issuer using staged closings.