Shareholders that report beneficial ownership on Schedule 13G have new SEC guidance on how they may communicate with issuers and others involved in proxy solicitations without jeopardizing their eligibility to use the shorter-form filing. The guidance provides greater clarity for institutional investors and other eligible Schedule 13G filers that engage with companies on shareholder votes, proxy solicitations and questions about public disclosures.

The staff of the Securities and Exchange Commission’s Division of Corporation Finance issued three new Corporation Finance Interpretations on September 2, 2026. Questions 103.13, 103.14 and 103.15 address three common situations: issuer-initiated discussions concerning past or upcoming shareholder votes; discussions with a person engaged in a proxy solicitation; and shareholder requests for clarification of an issuer’s public disclosures. In each case, the staff indicates that the described communication would not, on its own, disqualify the shareholder from reporting on Schedule 13G.

Further, the guidance should be read together with Question 103.12, issued in February 2025. Question 103.12 confirms that the control purpose analysis remains “facts and circumstances” based and distinguishes ordinary communication of views and voting considerations from conduct that exerts pressure on management to implement specific measures. The September Guidance adds examples of engagement that generally remain on the permissible side of that line; it does not create a safe harbor for broader conduct.

For public companies, the principal takeaway is that a Schedule 13G filing should not be treated as evidence that a holder is disengaged, neutral in a proxy contest or necessarily supportive of management. Companies may continue ordinary shareholder outreach with Schedule 13G filers, but management, investor relations personnel and others involved in those communications should remain mindful of Regulation FD and potential group-formation issues.

February 2025 Baseline: Views Are Different from Pressure

Question 103.12 addresses when shareholder engagement with management may cause a Rule 13d-1(b) or Rule 13d-1(c) filer to hold securities with a disqualifying purpose or effect of changing or influencing control. The staff identifies both subject matter and context as relevant, and notes that subject matter may be dispositive in some cases. For example, the staff states that Schedule 13G would be unavailable where a shareholder engages management specifically to call for the sale of the issuer or a significant amount of its assets, a restructuring of the issuer, or the election of director nominees other than the issuer’s nominees. By contrast, a shareholder generally may discuss its views on a topic and explain how those views may inform its voting decisions, without more. For companies evaluating shareholder communications, the important distinction is between a shareholder expressing its views and a shareholder using voting power or other leverage to pressure management to take specified action.

Question 103.13: Issuer Initiated Shareholder Engagement

Question 103.13 addresses an issuer that requests a meeting to discuss a shareholder’s views or voting decisions concerning matters submitted at a past shareholder meeting or expected to be submitted at an upcoming meeting. The staff states that an engagement initiated by the issuer, or a response to an issuer’s request to understand a past vote, is generally less likely to be viewed as an attempt by the shareholder to influence control. Participation in the discussion therefore would not, by itself, disqualify the shareholder from Schedule 13G, although the analysis remains based on all relevant facts and circumstances.

For issuers, this provides additional support for ordinary shareholder outreach after annual meetings and before significant votes. A company can ask why a holder opposed a director, say-on-pay proposal or other matter, and the shareholder can explain its views and voting considerations without the discussion itself causing a loss of Schedule 13G eligibility. Companies therefore should not avoid substantive engagement with Schedule 13G holders solely out of concern that the discussion itself could affect the holder’s filing status.

Question 103.14: Discussions With Persons Engaged in Proxy Solicitations

Question 103.14 states that a Rule 13d-1(b) or Rule 13d-1(c) filer is not disqualified from Schedule 13G merely because it discusses its views on a topic, and how those views could inform its voting decisions, with a person engaged in a proxy solicitation. Accordingly, an issuer should not infer from a holder’s continued Schedule 13G filing that the holder has not spoken with an activist or is unlikely to support a dissident position. Schedule 13G eligibility does not require the investor to remain on the sidelines of a proxy solicitation. This is particularly important in contested elections and other proxy contests: management should focus on the holder’s actual communications and conduct rather than assume that its Schedule 13G status indicates how it is likely to vote.

Separate Group-Formation Issues Still Apply

Question 103.14 addresses Schedule 13G eligibility based on control purpose or effect; it does not resolve whether two or more persons have formed a “group” under Sections 13(d)(3) or 13(g)(3). Ordinary exchanges of views generally do not, without more, establish a group. More coordinated conduct, however, such as voting agreements, irrevocable proxies or other arrangements to act together, may require a separate group-formation analysis. Companies should consult counsel if shareholder communications suggest that significant holders may be coordinating their activities.

Question 103.15: Requests to Clarify Issuer Disclosures

Question 103.15 addresses a shareholder that reviews an issuer’s filings, including proxy materials, and contacts the issuer seeking clarification of particular facts or statements. The staff states that the shareholder would not be disqualified from Schedule 13G solely because it engages with the issuer to better understand the issuer’s disclosures or other public communications.

This is useful for routine investor-relations and governance discussions. A significant holder may ask about compensation disclosures, board composition, governance arrangements, financial or strategic disclosure, or proxy language without the inquiry itself creating a control-purpose problem. The interpretation does not, however, change what the issuer may disclose in response.

Regulation FD Remains a Separate Constraint

Regulation FD continues to apply to private shareholder communications. The new guidance does not expand what a company may disclose in response to shareholder questions. Management, investor relations personnel, directors and others participating in private shareholder discussions should continue to follow the company’s Regulation FD policies and disclosure controls and avoid selectively disclosing material nonpublic information. Companies may also consider pre-clearing discussion topics or involving counsel in significant shareholder meetings where appropriate.

Practical Takeaways for Public Companies

The September guidance should make ordinary engagement with significant Schedule 13G shareholders easier to navigate, but it does not eliminate the need for appropriate controls. Companies and personnel responsible for shareholder engagement should:

• continue routine outreach to Schedule 13G holders before and after significant shareholder votes;
• avoid assuming that a Schedule 13G filer is “passive” in the ordinary sense or likely to support management;
• recognize that Schedule 13G holders may communicate with activists and other participants in proxy solicitations;
• respond to requests for clarification of public disclosures while continuing to observe Regulation FD and existing disclosure controls;
• focus on the substance of shareholder conduct where communications move from expressing views to requesting or pressuring the company to take specific action; and
• consult counsel where shareholder communications suggest coordinated activity, voting arrangements or other potential group-formation issues.

The practical message for public companies is that Schedule 13G status permits more shareholder engagement than the term “passive investor” may suggest. Management should evaluate what a shareholder is actually saying and doing rather than drawing conclusions from the filing form alone. Outside counsel can help companies assess communications that raise questions about Schedule 13G eligibility, disclosure obligations or potential group formation and determine when additional precautions may be warranted.

Procopio’s Capital Markets and Securities attorneys advise public companies on SEC reporting and disclosure requirements, shareholder engagement, corporate governance and related securities law matters. Contact a member of our team to discuss how the SEC’s Schedule 13G guidance may affect your company’s shareholder communications and practices.