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On February 17, 2026, the SEC issued new guidance pertaining to Regulation A offerings when it released ten new <a href="https://www.sec.gov/rules-regulations/staff-guidance/compliance-disclosure-interpretations/securities-act-rules#182.24" target="_blank" rel="noreferrer noopener">Compliance and Disclosure Interpretations</a> relating to Rules 251 through 263. The below discussion offers an overview of each new interpretation.

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Question 182.24 clarifies that any Regulation A issuer can submit a draft offering statement for non-public review regardless of whether the issuer has previously sold securities under Reg A or another effective registration statement.

Question 182.25 allows an issuer to convert from a Tier 1 to a Tier 2 Reg A offering after the issuer has filed a post-qualification amendment.

Question 128.26 clarifies when an issuer must include interim financial statement and other information in its Form 1-A from its 34 Act reports.

Question 128.27 indicates that an issuer does not need to update the amount of securities offered on the cover page of its offering circular when filing a post-qualification amendment under Rule 252(f)(2).

Question 128.28 discusses when an issuer can advertise its Regulation A offering on TV, radio, or through online advertisements that include audio or visual components.

Question 182.29 indicates that “testing the waters” materials do not have to be filed as an exhibit to every offering statement if they are substantively the same as materials that had been filed with a previous offering statement.

Question 182.30 discusses when convertible, exercisable, or exchangeable securities must be qualified and included in the calculation of the “aggregate offering price.”

Question 182.31 indicates that an issuer cannot accept consideration before qualification of the offering circular.

Question 182.32 discusses those circumstances when offers and sales have to be suspended during the waiting period for a post-qualification amendment.

Question 182.33 indicates that the issuer cannot attach an exhibit to an offering circular supplement and goes on to discuss how the issuer can file such exhibit.

For more information and details about the Regulation A updated guidance, please contact a member of <a href="https://www.michaelbest.com/people/?capability=Capital+Markets" id="https://www.michaelbest.com/people/?capability=Capital+Markets">our team</a>.

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