SEC Shutdown Aftermath: What Issuers Can Expect Now

With the government shutdown in the rearview mirror and the SEC back to full strength for about a month, many issuers are now confronting a predictable side effect: a backlog hangover. While the lights are back on at the Commission, things are not quite "business as usual" yet.

Filing Review Backlog

Review queues are longer. Registration statements and periodic reports submitted during and immediately after the shutdown are competing for staff attention. Expect elongated review timelines, especially for first-time registrants and complex offerings.

Comment letters may be delayed—but still thorough. The SEC staff may take longer to issue initial comment letters and to turn comments around. Once comments arrive, assume the same level of scrutiny you are used to, just on a slightly slower conveyor belt.

At the same time, we have observed a noticeable uptick in "no review" letters across a range of filings. While generally welcomed by issuers seeking to move quickly, these no-review determinations can have practical ripple effects on transaction timing. In particular, the higher volume of no-review notifications appears to be shifting some of the time pressure downstream to FINRA, which is now often required to accelerate its reviews to accommodate offering timelines that have suddenly shortened as a result of SEC no reviews. FINRA is not structured for a "no review" process, creating a modest procedural bottleneck and prompting expedited review cycles that are occasionally straining its internal workflow.

Offerings and Transaction Timing

Build in extra cushions. For IPOs and follow-on offerings, add time to your deal calendar. Marketing windows that were tight before may now be aspirational.

Stagger submissions where possible. If you have multiple filings (e.g., a Form S-3 update, a Form 10-K, and a transactional filing), consider sequencing them strategically to avoid your own internal bottlenecks on top of the SEC's.

Account for SEC and FINRA interplay. In light of the current influx of no-review determinations, coordination between SEC filings and corresponding FINRA submissions is more important than ever. Offering schedules that might have once seemed comfortably paced can now compress unexpectedly as a result of an SEC no review, requiring rapid turnaround from FINRA. Early planning and open communication with your underwriters and counsel can help mitigate timing pressure if FINRA's processes become the critical path.

Routine Filings (That Don't Feel So Routine)

EDGAR is open, but humans are finite. Routine 10-Ks, 10-Qs, and 8-Ks are being accepted and filed as usual. The main friction point is not whether your filing gets in, but when it gets meaningful staff attention—particularly where reviews are discretionary.

"No news" can just mean "not yet." If you were expecting follow-up on a prior filing and have heard nothing, it may simply be a function of backlog triage rather than a signal about the substance of the filing.

Practical Tips for Issuers

• Start early and over-prepare. Build more time into drafting, internal review, and board approvals so you are not at the mercy of a compressed SEC timeline.
• Be extra clear in disclosures. Well-organized, plain-English disclosure can help reduce back-and-forth with the staff—always a good idea, especially now.
• Anticipate accelerated FINRA timing. Where applicable, be proactive with your FINRA contacts and advisers once you receive an SEC no review. Rapid submission and clear communication may help absorb the faster-than-normal turnaround expectations.
• Coordinate with your advisers. Underwriters, counsel, and auditors are all navigating the same environment. Early alignment on timing expectations can avoid last-minute surprises.
• Stay flexible. The SEC's pace should normalize over time, but for now, keep some optionality in your transaction calendar. Think of it as "SEC time plus a buffer."

The bottom line: the SEC is back, the system is working, and your filings are moving—just not always at the pre-shutdown rhythm. Between residual backlogs and an uptick in no-review determinations that are compressing downstream processes, deal timing now requires even more active management. A bit of patience, planning, and coordination can ensure that the only unexpected twist in your transaction is the one you plan.

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.