If you were alerted yesterday to an off-cycle Schedule 13G Amendment from Vanguard Group, Inc., you weren’t alone. Howard Dicker of Weil Gotshal pointed out to us that as of 6:40 pm ET, Vanguard Group, Inc. had filed about 1,010 Schedule 13G Amendments – here’s the current list of filings by this entity.

The filings largely stem from the realignment at Vanguard that I blogged about last year – I noted at the time that companies may need to make name changes in their beneficial ownership tables when the realignment was finalized. In the amendments, Vanguard Group, Inc. is reporting that it beneficially owns zero shares of the company. The filings state:

On January 12, 2026, The Vanguard Group, Inc. went through an internal realignment. In accordance with SEC Release No. 34-39538 (January 12, 1998), certain subsidiaries or business divisions of subsidiaries of The Vanguard Group, Inc., that formerly had, or were deemed to have, beneficial ownership with The Vanguard Group, Inc., will report beneficial ownership separately (on a disaggregated basis) from The Vanguard Group, Inc. in reliance on such release. These subsidiaries and/or business divisions pursue the same investment strategies as previously pursued by The Vanguard Group, Inc. prior to the realignment. Further in accordance with SEC Release No. 34-39538 (January 12, 1998), The Vanguard Group, Inc. no longer has, or is deemed to have, beneficial ownership over securities beneficially owned by such subsidiaries and/or business divisions.

Yesterday’s flood of Schedule 13G/As was preceded by initial Schedule 13G filings that started in February 2026 by Vanguard Portfolio Management LLC. These filings actually do show shares owned (not zero), stating:

On January 12, 2026, The Vanguard Group, Inc., the parent entity of Vanguard Portfolio Management LLC, went through an internal realignment. As of that date, The Vanguard Group, Inc. no longer performs portfolio management services or administers proxy voting. Such services are performed by Vanguard Portfolio Management LLC. In accordance with SEC Release No. 34-39538 (January 12, 1998), Vanguard Portfolio Management LLC anticipates that it and certain other subsidiaries or business divisions of subsidiaries of The Vanguard Group, Inc., that currently have, or are deemed to have, beneficial ownership with The Vanguard Group, Inc., will report beneficial ownership on a disaggregated basis from The Vanguard Group, Inc. in reliance on such release. These subsidiaries and/or business divisions pursue the same investment strategies as previously pursued by The Vanguard Group, Inc. prior to the realignment.

This Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by Vanguard Portfolio Management LLC and the following affiliates of Vanguard Portfolio Management LLC or business divisions of such affiliates: Vanguard Fiduciary Trust Company. This Schedule 13G includes securities held by Vanguard funds, or sleeves thereof, over which Vanguard Portfolio Management LLC exercises dispositive power, in addition to securities held by clients over which the affiliates or business divisions of such affiliates indicated in the previous paragraph exercise dispositive and/or voting power. This Schedule 13G does not include securities, if any, beneficially owned by other affiliates of Vanguard Portfolio Management LLC or business divisions of such affiliates.

What’s with the timing, though? The internal realignment occurred on January 12, 2026. It’s not clear to me what’s driving the “zero” filings by Vanguard Group Inc. – but when it comes to Vanguard Portfolio Management LLC, it might have filed initial Schedule 13Gs in February instead of waiting until after quarter-end because its post-realignment beneficial ownership exceeded 10% for the applicable companies. Rule 13d-1(b)(2) says:

The Schedule 13G filed pursuant to paragraph (b)(1) of this section shall be filed within 45 days after the end of the calendar quarter in which the person became obligated under paragraph (b)(1) of this section to report the person’s beneficial ownership as of the last day of the calendar quarter, provided, that it shall not be necessary to file a Schedule 13G unless the percentage of the class of equity security specified in paragraph (i)(1) of this section beneficially owned as of the end of the calendar quarter is more than five percent; however, if the person’s direct or indirect beneficial ownership exceeds 10 percent of the class of equity securities prior to the end of the calendar quarter, the initial Schedule 13G shall be filed within five business days after the end of the first month in which the person’s direct or indirect beneficial ownership exceeds 10 percent of the class of equity securities, computed as of the last day of the month.

If that hypothesis is correct, you might notice Vanguard Portfolio Management LLC making additional Schedule 13G filings after quarter-end for ownership in companies above 5% but below 10%. Hopefully this background helps anyone who is fielding questions about unexpected filings!

– Liz Dunshee

Last week, the New Civil Liberties Alliance announced that it had filed a petition asking the US Supreme Court to hear a challenge the SEC’s “gag rule.” As we’ve shared in the past, the gag rule – more neutrally known as the “no-admit/no-deny policy” – says that defendants settling civil claims with the Commission can’t go out afterwards and deny the allegations. The policy is codified in 17 CFR § 202.5(e).

The NCLA filed the petition on behalf of a group that lost a case in the 9th Circuit last summer, which was premised on a First Amendment challenge. The way the appellate court saw it, the policy isn’t facially invalid because defendants are voluntarily waiving their First Amendment rights when they agree to a settlement. But as Meredith noted at the time, the policy may not feel “voluntary” to enforcement targets – and the court even left the door open to the possibility that the policy may be unconstitutional as applied.

Not surprisingly, the NCLA announcement leans into that perspective. Here’s an excerpt from their press release:

The Bill of Rights explicitly forbids Congress from abridging Americans’ freedom of speech or press. Yet the SEC, a mere agency, claims power Congress itself lacks. The rule is not narrowly tailored, serves no legitimate or compelling government interest, restricts speech based on content and viewpoint, and restrains future speech, violating the First Amendment. Criticizing this policy, SEC Commissioner Hester Peirce has said it is designed to improperly hide agency actions from the public.

The petition is the latest in a string of efforts to overturn this rule. In late 2023, the NCLA submitted a rulemaking petition on the topic, which it previously submitted in 2018. The NCLA is the same organization that orchestrated the end of the Chevron defense, as well as challenges to the SEC’s use of administrative law judges. We don’t know yet whether the “gag rule” challenge will make it onto SCOTUS’s docket – but it’s not NCLA’s first rodeo.

– Liz Dunshee

The SEC’s Enforcement Division is not the only game in town when it comes to public company litigation risks – there are also private plaintiffs to worry about. A Texas statute – part of the “SB 29” overhaul to the Texas Business Organizations Code that was signed into law last year – tries to mitigate one dimension of that risk by allowing companies to impose ownership thresholds in their articles or bylaws that prevent shareholders with small ownership percentages from instituting derivative suits.

This Gibson Dunn memo flags a recent district court case that upheld the new statute in the wake of a shareholder challenge – holding that a company could impose a threshold even if the bylaws were amended to add it after the shareholder sent a demand letter. The memo shares these key takeaways:

– Public companies incorporated in Texas now have a clear and judicially validated pathway to significantly limit exposure to shareholder derivative litigation by adopting ownership thresholds in their bylaws or certificate of formation.

– By dismissing the complaint with prejudice, the decision signals that courts will enforce those thresholds strictly and scrutinize plaintiffs’ attempts to plead around them.

– After this decision, future constitutional challenges to SB 29 – particularly retroactivity and “open courts” arguments—will face an even steeper uphill battle.

– The court’s decision underscored that directors’ fiduciary duties run to — and derivative claims belong to — corporation, not individual shareholders. This enduring principle limits shareholders’ ability to assert “vested” rights or individualized injury from bylaw amendments.

The memo says that the decision reinforces the commitment of the Lone Star State to cultivate a pro-business environment that attracts incorporations.

– Liz Dunshee

Last week, the Staff of the SEC’s Division of Economic & Risk Analysis announced an update to its “Statistics & Data Visualizations” page to reflect the latest stats on IPOs and other public and private offerings. Here are a few high points:

Market activity increased across several categories in 2025. The updated statistics show that in 2025 there were 374 IPOs raising over $70 billion in proceeds, up from 246 IPOs raising $39 billion in 2024. The number of follow-on registered offerings increased slightly in 2025, while the amount of capital raised in the offerings decreased slightly. Amounts raised in unregistered offerings also increased in 2025. There were 34,553 Regulation D offerings in 2025 compared to 32,554 Regulation D offerings in 2024. These offerings raised $2.1 trillion in capital in 2024 and $2.4 trillion in 2025.

In 2025, there was a slight decrease in the number of corporate bond offerings—from 1,795 to 1,694—but the amount raised increased slightly from $1.17 trillion to $1.25 trillion. There were 2,320 ABS issuances in 2025, an increase from 2,032 in 2024. The number of CMBS issuances also increased with 348 issuances in 2025 compared to 302 in 2024.

Since this new page was just launched last August, it may not be top of mind – but if you’re ever looking for data, it should be! The DERA Staff said last week at PLI’s SEC Speaks that they’re committed to updating the data frequently to support more transparency around market activity. Stats on public offerings and Reg D offerings are updated quarterly – and Reg A and crowdfunding data gets a semi-annual refresh. Data on the number of reporting issuers is updated annually.

– Liz Dunshee

As much as you might be wishing for the conflict minerals reporting requirement to go away, that hasn’t happened quite yet – and for some companies, the Form SD process continues to be an annual ambush of last-minute panic. So, I was pleased to see this Ropes & Gray memo with 26 conflict minerals FAQs for 2026 – with plenty of time before this year’s June 1st deadline. Here’s an excerpt:

Is there anything new or different to take into account this year?

Even though there have not been changes to the Conflict Minerals Rule in the past year, registrants should consider the following:

– Do disclosures need to be updated to reflect acquisitions, dispositions or changes to product lines, segments or internal functions or departments? If there is a description of the business, is it aligned with the Form 10-K, Form 20-F and/or other relevant disclosures?

– Have there been updates to 3TG policies, procedures and/or risk mitigation measures that need to be reflected in this year’s filing?

– More generally, are disclosures and written 3TG compliance policies, procedures and risk mitigation measures in synch with actual practices? With the passage of time, changes to program personnel and changes to the business, we often find this is no longer the case.

– Does contact person or signatory information need to be updated?

– Is the forward-looking statements safe-harbor statement up-to-date?

– Is voluntary website information relating to 3TG compliance up-to-date and otherwise aligned with mandatory disclosures and current policies, procedures and risk mitigation measures?

– To the extent applicable, are US disclosures aligned with disclosures under EU and Swiss conflict minerals requirements?

– Does smelter or refiner information reported by suppliers raise potential concerns? Have suppliers listed smelters or refiners that are believed to be supporting conflict? Reported sourcing information also may be relevant to sanctions compliance, forced labor compliance under Section 307 of the US Tariff Act (including the Uyghur Forced Labor Prevention Act) and compliance with mandatory human rights due diligence legislation, as well as to human rights policies and risk assessments.

– Are there other changes in individual supplier responses or response patterns that raise potential concerns? For example, have there been meaningful changes in the quality or completeness of supplier data or supplier response rates?

– With AI advances over the past year, supplier responses relating to 3TG usage, sourcing and due diligence can more effectively and efficiently be integrated into the overall supplier compliance assessment process. AI advances also enable better use of data to help assess geographic and other sourcing risks.

– More powerful AI tools are not only benefitting registrants. This year, NGOs, other civil society organizations, social media influencers, social activists, plaintiffs’ lawyers, shareholders and others will be able to more easily identify, review, slice and dice and compare registrant-reported data. Registrants should take this into account as they prepare their disclosure.

– Liz Dunshee

This one snuck by us! I blogged last summer that FINRA was set to increase its filing fees. Luckily, as our intrepid editor Meaghan Nelson was updating our “Filing Fees” Handbook, she noticed that this increase had been delayed till January 1, 2027. This Alston & Bird memo shows the fee schedule and explains how the delay affects the ramp-up:

The increase in the public offering filing fee and the new private offering filing fee will take effect on January 1, 2027, with additional increases to the public offering filing fee cap for WKSIs to take place on January 1, 2028, and January 1, 2029.

– Liz Dunshee

The Corp Fin Staff has posted 7 new interpretations relating to asset-backed securities.As John shared last week, these are now called “Corporation Finance Interpretations” – or “CFIs” – instead of “Compliance & Disclosure Interpretations,” which was always a mouthful. No streamlining opportunity shall remain untouched during Chair Atkins’ tenure!

Six of the new CFIs cover Form ABS-15G, specifically:

Q. 213.01 – Form ABS-15G, Rule 15Ga-1 Item Number for Initial Filing

Q. 213.02 – Form ABS-15G, Rule 15Ga-1 Form Cover Checkboxes

Q. 213.03 – Form ABS-15G, Rule 15Ga-1 Filing Timing

Q. 213.04 – Form ABS-15G, Rule 15Ga-1 Suspension of Quarterly Disclosures

Q. 213.05 – Form ABS-15G, Rule 15Ga-2, Timing Considerations for Amended Due Diligence Reports

Q. 213.06 – Form ABS-15G, Rule 15Ga-2, Further Timing Considerations for Amended Due Diligence Reports

The other new CFI addresses Item 1125 of Regulation AB:

Q. 325.01 – Schedule AL Materiality Considerations

Check out our “Asset-Backed Securities” Practice Area for more on Regulation AB and related topics.

– Liz Dunshee

Here’s something Meredith shared earlier this week on our Proxy Season Blog:

Public companies that decide to exclude a shareholder proposal from their proxy statements are no longer the only parties facing lawsuits in the wake of Corp Fin’s move away from Rule 14a-8 no-action letters. Late last week, ICCR and As You Sow filed a lawsuit in the U.S. District Court for the District of Columbia seeking to stop the implementation of the new policy. The complaint in ICCR vs. SEC alleges that the change in approach violated the Administrative Procedure Act.

– Liz Dunshee

In this 14-minute episode of the “Inside Track” podcast, Ryan Nowicki Stewart joined me to discuss one of his (many) recent proxy season innovations – Governance Arena. We discussed:

1. The Governance Arena platform – which compares how different AI models analyze and make voting recommendations on real-world proxy scenarios – and the gap it fills in the proxy landscape.

2. How companies can benefit from using Governance Arena.

3. What companies should know about investors’ use of AI tools to make voting decisions.

4. Five-year predictions for AI’s impact on proxy voting and engagement.

Last week on our Proxy Season Blog, I shared another creation of Ryan’s – ProxyGuessr. It’s a quick brainteaser to test your knowledge of who’s who based on their proxy statements. I think there’s a secondary contest playing out for “most creative name” on the leaderboard!

– Liz Dunshee

As Meredith recently noted, Nasdaq has been on a roll lately with its proposals. The SEC has been keeping up, too – posting notices over the past couple of weeks on a few of the proposals that we’ve been watching. For micro-caps and China-based companies, the Commission extended time to act on these relevant proposals:

1. Adopt a new continued listing requirement on minimum market cap – extended till April 29th, see our original blog here

2. Adopt additional listing criteria for companies primarily operating in China – extended till May 17th, see our original blog here (the proposal was subsequently amended)

While we don’t know for sure whether the rules will be approved, these extensions are good news for companies that might be affected if they are – e.g., you have a bit more time to consider your options if your market cap is below $5 million.

– Liz Dunshee