The Advisors' Blog

On Friday, Corp Fin Staff released updated Regulation S-K CDI 217.01. The update provides additional clarity on when historical compensation information is required for a spun-off registrant. The CDI now reads:

217.01 In the context of a spin-off transaction and in subsequent filings, historical Item 402 compensation information for a spun-off registrant may not always be required. A spun-off registrant should focus its analysis on whether, before the spin-off, it operated as a separate division or standalone business of the parent and, if so, whether there was continuity of management. For example, where a spun-off registrant consists of portions of different parts of the parent’s business or has new management who will be named executive officers after the spin-off, compensation information for the named executive officers for periods before the spin-off would not be required. In contrast, if the parent spun off a subsidiary that conducted one line of its business, and, before and after the spin-off, the executive officers of the subsidiary: (1) were the same; (2) provided the same type of services to the subsidiary; and (3) provided no services to the parent, historical compensation disclosure likely would be required. When historical compensation is not required, the registrant need only report compensation awarded to, earned by, or paid to the spun-off registrant’s named executive officers in connection with and following the spin-off. [Jan. 23, 2026]

– Meredith Ervine