Frequently Asked Questions
The answers to these frequently asked questions represent the views of the staff of the Office of the Whistleblower. They are not rules, regulations or statements of the Securities and Exchange Commission. Further, the Commission has neither approved nor disapproved them. These FAQs provide short general summaries of certain key features of the SEC Whistleblower Program and do not purport to be a complete or comprehensive discussion of all of its provisions. For detailed information about the program, including eligibility requirements and certain limitations that apply, please see Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Amended Rules implementing the program.
On June 28, 2018, the SEC voted to propose several amendments to the rules governing the whistleblower program. The proposed amendments were published in the Federal Register on July 20, 2018 and were open for public comment thru September 18, 2018.
On September 23, 2020, the SEC voted to adopt amendments to the rules governing its whistleblower program that are designed to provide greater clarity to whistleblowers and increase the program’s efficiency and transparency. The effective date of the amendments is December 7, 2020.
Most recently on August 26, 2022, the SEC adopted two amendments to the rules governing its whistleblower program. The first rule change allows the Commission to pay whistleblowers for their information and assistance in connection with non-SEC actions in additional circumstances. The second rule affirms the Commission’s authority to consider the dollar amount of a potential award for the limited purpose of increasing an award but not to lower an award. The rule amendments are effective as of October 4, 2022.
Please review the guidance to determine the impact the amendments have on the rules that may apply to your situation.
1. What is the SEC Whistleblower Program?
The Whistleblower Program was created by Congress to provide monetary incentives for individuals to come forward and report possible violations of the federal securities laws to the SEC. Under the program, eligible whistleblowers are entitled to an award between 10 and 30% of the monetary sanctions collected in actions brought by the SEC and related actions brought by certain other regulatory and law enforcement authorities.
The Program prohibits retaliation by employers against employees who provide us with information about possible securities violations. Exchange Act Rule 21F-17 also prohibits any person from taking any action to prevent you from contacting the SEC directly. For more information about retaliation and impeding reporting, please visit the retaliation section of the website.
2. Who is a whistleblower?
3. What information can I submit to the SEC?
The SEC conducts investigations into possible violations of the federal securities laws. In general, the more specific, credible, and timely a whistleblower tip, the more likely it is that the tip will be forwarded to investigative staff for further follow-up or investigation. For instance, if the tip identifies individuals involved in the scheme, provides examples of particular fraudulent transactions, or points to non-public materials evidencing the fraud, the tip is more likely to be assigned to Enforcement staff for investigation.
The SEC does not have jurisdiction to take action on information that is outside the scope or coverage of the federal securities laws. We may, in appropriate circumstances, refer your matter to another regulatory or law enforcement agency.
If you would like to provide the SEC with information about fraud or wrongdoing involving potential violations of the federal securities laws, please follow the instructions provided in Rule 21F-9. Some examples of the kind of conduct the SEC is interested in include:
- Ponzi scheme, Pyramid scheme, or a High-Yield Investment Program
- Theft or misappropriation of funds or securities
- Manipulation of a security's price or volume
- Insider trading
- Fraudulent or unregistered securities offering
- False or misleading statements about a company (including false or misleading SEC reports or financial statements)
- Abusive naked short selling
- Bribery of, or improper payments to, foreign officials
- Fraudulent conduct associated with municipal securities transactions or public pension plans
- Initial Coin Offerings and Cryptocurrencies
- Other fraudulent conduct involving securities
4. How do I submit information under the SEC whistleblower program?
5. Can I submit a tip anonymously?
6. Will the SEC keep my identity confidential?
Whether or not you seek anonymity, the SEC is committed to protecting your identity to the fullest extent possible. For example, we will not disclose your identity in response to requests under the Freedom of Information Act. However, there are limits on our ability to shield your identity and in certain circumstances we must disclose it to outside persons or entities. For example, in an administrative or court proceeding, we may be required to produce documents or other information which would reveal your identity as a whistleblower. In addition, as part of our ongoing investigatory responsibilities, we may use information you have provided during the course of our investigation. In appropriate circumstances, we may also provide information, subject to confidentiality requirements, to other governmental or regulatory entities. See Rule 21F-7.
7. What happens to my tip once it is received by the SEC?
8. How will I hear about the opportunity to apply for an award?
9. How do I apply for an award?
10. How do I apply for an award in connection with a related action?
11. What does it mean to "voluntarily" provide information?
12. What is "original information"?
“Original information” is information derived from your independent knowledge (facts known to you that are not derived from publicly available sources) or independent analysis (evaluation of information that may be publicly available but which reveals information that is not generally known) that is not already known by us. Some information is excluded from the definition of “original information, such as information subject to the attorney-client privilege or information learned because you held certain titles at a company (such as an officer or director) and you learned the information from another person or through the entity’s internal reporting systems. See Rule 21F-4(b)(4).
In September 2020, the SEC adopted interpretive guidance on the meaning of “independent analysis.” A whistleblower who provides “independent analysis” may qualify for an award, if he or she also meets the other eligibility requirements for an award. In order for a submission to qualify as “independent analysis,” the whistleblower must do more than point to publicly available information. Information does not constitute independent analysis if the whistleblower merely directs the staff to publicly available information and states that the information itself suggests a fraud or other violations. Rather, the whistleblower must use the publicly available materials to show important insights about the possible securities laws violations that are not apparent from the face of the materials.
13. How might my information "lead to" a successful enforcement action?
14. I work at a company with an internal compliance process. Can I report internally and still be eligible for a whistleblower award?
15. I provided information to the SEC before the enactment of Dodd-Frank on July 21, 2010. Am I eligible for an award?
Awards are available only in connection with information submitted to the SEC after July 21, 2010. See Rule 21F-4(b)(1).
16. What factors does the SEC consider in determining the amount of the award?
Under Rule 21F-6(c), there is a 30% presumption if the award amount is $5 million or less and there are no negative factors (e.g., culpability, unreasonable reporting delay, and interference with an internal compliance system). This presumption may be overcome if the whistleblower provided limited assistance or if a maximum award would be inconsistent with the public interest, the promotion of investor protection, or the objectives of the whistleblower program.
If the award amount is over $5 million, the Commission will consider the following factors in determining the amount of an award based on the facts and circumstances of each case.
We may increase the award percentage based on the existence of these factors:
- The significance of the information you provided.
- The extent of the assistance you provide us in our investigation and any successful proceeding.
- Law enforcement interest in deterring violations of the securities laws by making awards to whistleblowers who provide information that leads to the successful enforcement of these laws.
- Whether, and the extent to which, you participated in the company’s internal compliance systems, such as, for example, reporting the possible securities violations through internal whistleblower, legal or compliance procedures before, or at the same time, you reported them to us
We may reduce the amount of an award based on these factors:
The SEC only considers the dollar amount of the award to increase, and not decrease, the award percentage.
17. Can I appeal the SEC's award decision?
OWB will notify you of the preliminary determination of the SEC’s Claims Review Staff (“CRS”) to recommend that the SEC either grant or deny your award application, and if granted, the percentage amount of your award. You may request reconsideration of this preliminary determination by submitting your response to OWB within 60 days of the later of (i) the issuance of the preliminary determination or (ii) your receipt of the record that was relied upon in making the preliminary determination, if you requested the record within 30 days of the issuance of the preliminary determination. See Rule 21F-10. Please note there are shorter time periods if your claim was subject to the Preliminary Summary Disposition process established by Rule 21F-18. Deadlines for submissions to the Office of the Whistleblower that fall on a weekend or holiday will be extended to the next business day.
The CRS will consider your response and forward its proposed final determination to the Commission. If the Commission denies your application for an award, you may file an appeal in an appropriate United States Court of Appeals within 30 days of the Commission’s final decision being issued. See Rule 21F-13. However, if you are granted an award and the Commission follows the factors described above and the total amount awarded is between 10 and 30% of the monetary sanctions collected in the action, then the Commission’s decision is not appealable.
18. Can someone be permanently barred from participating in the whistleblower program?
Yes. Submissions or applications that are frivolous or fraudulent, or that would otherwise hinder the effective and efficient operation of the Whistleblower Program may result in the SEC issuing a permanent bar as part of a final order in the course of considering a whistleblower award application from you.
There are two instances where the SEC can bar an individual from participating in the whistleblower program. First, the SEC may permanently bar any applicant from participating in the program after the SEC determines that the applicant has submitted three or more award applications that are frivolous or lack a colorable connection between the tip and the actions for which the applicant is seeking an award. For the first three applications preliminarily deemed by the Office of the Whistleblower to be frivolous or noncolorable, the Office of the Whistleblower will advise a claimant of its assessment and give the claimant the opportunity to withdraw the application. After the first three applications, claimants will no longer have the opportunity to withdraw a frivolous or noncolorable award claim. If a claimant withdraws an application, it will not be considered in the bar process. However, a claimant may not withdraw an application after the 30-day period to withdraw has run, and a claimant cannot withdraw after a Preliminary Determination or Preliminary Summary Disposition has been issued.
Second, the SEC may also bar applicants who violate Rule 21F-8(c)(7), which generally concerns the submission of materially false, fictitious, or fraudulent statements in their whistleblower submission, in their other dealings with the SEC, or in related actions. See Rule 21F-8.
19. Could you explain the Preliminary Summary Disposition process?
The Preliminary Summary Disposition (“PSD”) process is a streamlined process to resolve denial claims that do not raise any novel or important legal or policy questions.
PSDs are issued by the Office of the Whistleblower, rather than the Claims Review Staff. Also, the time to respond to a PSD is shorter than the time to respond to a Preliminary Determination; under the PSD process a claimant has 15 days to request the staff declaration, and 30 days to submit a response objecting to the denial. See Rule 21F-18.
20. What rights do I have if my employer retaliates against me for submitting information to the SEC?
Employers may not discharge, demote, suspend, harass, or in any way discriminate against you because of any lawful act done by you in, among other things, (i) providing information to us under the whistleblower program, or (ii) assisting us in any investigation or proceeding based on the information submitted. If you believe that your employer has wrongfully retaliated against you, you may report your concerns to the SEC and we may, in appropriate circumstances, bring an enforcement action.
You can find more information about the Dodd-Frank whistleblower protections, including the time period by which a whistleblower must file a private action in federal court, in Section 922 of the Dodd-Frank Act.
Also, under the Sarbanes-Oxley Act, you may be entitled to file a complaint with the U.S. Department of Labor if you are retaliated against for reporting possible securities law violations. For more details on filing whistleblower complaints under the Sarbanes-Oxley Act, please visit the Department of Labor's whistleblower website.
For more information about retaliation, please see the retaliation section of the website.
21. If I have more questions, who can I call?
To help promote the agency’s Whistleblower Program and establish a line of communication with the public, OWB operates a whistleblower hotline where whistleblowers, or would-be whistleblowers, their attorneys, or other members of the public with questions about the program may call. Individuals leave messages on the hotline, which are returned by OWB staff within 24 business hours. To protect the identity of whistleblowers, OWB will not leave return messages unless the caller’s name is clearly and fully identified on the caller’s voicemail message, or unless the caller gives their permission for us to leave a message. If OWB is unable to leave a message because the individual’s name is not identified or if it appears to be a shared voicemail system, OWB staff make two additional attempts to contact the individual.
If you would like to speak to OWB staff, please call 202-551-4790 and provide your TCR submission number (if you have one) when you leave a message.
Modified: Nov. 22, 2022