October 1, 2025 marks the beginning of the 2026 federal fiscal year. However, if Congress does not enact the requisite appropriations bills or a temporary funding measure known as a continuing resolution, the federal government's spending power will dry up and operations will largely grind to a halt.
As Congress once again works against the clock to avoid a lapse in federal funding, public companies should brace for disruptions to SEC operations and broader federal agency functions during a potential government shutdown. While the SEC's Division of Corporation Finance has not yet issued guidance ahead of tomorrow's possible shutdown, the Division has done so previously—most recently in March of this year. In this advisory, we highlight key points from the SEC's March guidance as well as steps issuers should take to prepare for a looming shutdown.
Key Takeaways
- EDGAR Remains Live: Filers may continue to submit all filings required under the Securities Act of 1933 and the Securities Exchange Act of 1934.
- Staff Activity Significantly Curtailed: During a shutdown, the Staff of the Division of Corporation Finance will likely be unable to accelerate the effectiveness of registration statements, issue comment letters, approve no-action requests, or provide interpretive guidance.
- Well-Known and Non-Well-Known Seasoned Issuers: Well-known seasoned issuers ("WKSIs") can continue offering activity as their Form S-3 or F-3 registration statements are automatically effective upon filing. For non-WKSIs with shelf registrations already in place, offerings may proceed through prospectus supplements.
Next Steps
Before any shutdown, issuers should consider:
- Preparing or finalizing shelf registration statements (for those non-WKSIs without already-effective registration statements in place); and
- Verifying EDGAR access credentials to ensure access remains uninterrupted before staffing becomes constrained.
If a shutdown occurs, issuers should:
- Continue to timely file Exchange Act filings via EDGAR;
- For non-WKSIs, proceed with offerings via prospectus supplements and for WKSIs, via post-effective amendments, if necessary; and
- Monitor unanticipated developments or a protracted shutdown timeline.
While a government shutdown may halt many core SEC processes, it does not relieve issuers of their disclosure obligations. Public companies should be proactive ahead of a possible shutdown to position themselves for continuity during a period of funding uncertainty.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
