The committee will continue its exploration into modernizing public market access and encouraging IPOs and small public company capital formation - including consideration of policy recommendations to reduce regulatory friction and facilitate capital formation in the public securities markets. 

The Small Business Capital Formation Advisory Committee provides advice and recommendations to the SEC on rules, regulations, and policy matters relating to small businesses. 

For more information about the committee and the full agenda for the meeting, visit the committee webpage.

The forum took place on March 9, 2026, and featured remarks from each of the Commissioners and thoughtful discussions with members of the public and private sectors on improving policy affecting how entrepreneurs, small businesses, and smaller public companies raise capital from investors.

The sessions focused on the following topics:

• Early-Stage Capital Raising
• Growth-Stage Companies and Smaller Funds
• Small Cap Companies and the Public Markets

The SEC’s Office of the Advocate for Small Business Capital Formation is charged by Congress with hosting the SEC’s annual Small Business Forum, where members of the public and private sectors gather to provide feedback to improve capital-raising policy. The Office thanks the speakers, participants, advisory planning group members, and SEC staff members who made this year’s forum a success. Video archives and a transcript of the discussions are available online.

“We are moving towards a new day – and night – in the U.S. equity markets,” said SEC Chairman Paul S. Atkins. “With the expansion to overnight trading, I’m excited at the prospect of U.S. equity markets aligning with those markets that already trade continuously and look forward to balancing round-the-clock trading with all-important investor and customer protections.”

The roundtable will be open to the public and held at the SEC’s headquarters at 100 F Street, N.E., Washington, D.C. The discussion will be streamed live on SEC.gov, and a recording will be made available at a later date.

Information regarding the roundtable’s agenda and speakers will be posted before the event. Please note that the number of in-person participants may be limited and visitors will be subject to security checks.

Members of the public who wish to provide their views on 24-hour trading may submit their comments electronically or on paper. Please submit comments using one method only. Information that is submitted will become part of the public record of the roundtable and posted on the SEC’s website. All comments received will be posted without change. Persons submitting comments are cautioned that personal identifying information is not redacted or edited from comment submissions. You should submit only information that you wish to make publicly available. All submissions should refer to File Number 4-913, and the file number should be included on the subject line if email is used.

Electronic Comments:

Use the Commission’s internet comment form or send an email to rule-comments@sec.gov with “File Number 4-913” included in the subject line.

Paper Comments:

Send paper comments to Vanessa Countryman, Secretary, Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549-1090.

“Sam’s contributions to the SEC and the Division of Enforcement for over a decade are well documented and moreover they are reflected in the many key leadership roles he has taken on during his tenure. I have personally benefited from Sam’s wise counsel and appreciate everything he has done for our agency. I wish him the best in all of his future endeavors,” said SEC Chairman Paul S. Atkins.

“Our paths have crossed multiple times at the agency – most recently while Sam has served as the Principal Deputy. His work ethic and steadfast commitment to the Division of Enforcement have been invaluable and his mentorship to countless colleagues will be sorely missed. I know this chapter of service is ending, but Sam’s positive impact at the SEC will endure for a long time,” said SEC Director of Enforcement David Woodcock.

“I will be forever grateful to Chairman Atkins and Commissioners Peirce and Uyeda for the opportunity to work under their leadership and for their commitment to the agency and its mission. To my colleagues in the Division of Enforcement, I cannot put into words how proud I have been to have had the privilege of working with you. Over the last several years, I have had a front row seat to witness your hard work, talent and dedication under incredibly challenging circumstances – it has been nothing short of inspirational,” said Mr. Waldon. “And finally, I want to thank David and Os for their friendship and stewardship of the Division. I will miss working with you both, but I take great comfort in knowing that Enforcement has never been in better hands.”

Mr. Waldon served as Acting Deputy Director from October 2024 to January 2025 before becoming Acting Director of Enforcement on two occasions in 2025 and 2026. He began his SEC career as a staff attorney and then later became Assistant Chief Counsel and eventually Chief Counsel in the Division of Enforcement from 2022 through 2024. 

In 2011, Mr. Waldon received the SEC’s Philip A. Loomis, Jr. Award for outstanding legal scholarship, analysis, and draftsmanship in creating workable solutions to difficult legal and policy issues while exhibiting the highest caliber of personal and professional integrity. He received his bachelor’s degree in economics from Virginia Tech and his juris doctorate from the University of Texas School of Law.

Mr. Nawaz previously held various roles in the Division of Enforcement including staff attorney, Assistant Regional Director, and Chief of the Complex Financial Instruments Unit.

Regulation E-Delivery would make information more readily accessible and useful for investors and others while preserving the ability to receive delivery in paper format on request. Currently, required regulatory information typically is delivered in paper format unless the recipient affirmatively elects otherwise. The proposed e-delivery approach includes requirements and conditions under which required information could be delivered electronically without first obtaining affirmative consent. It generally would supersede the Commission’s decades-old, guidance-based e-delivery approach and provide savings to issuers, market intermediaries, and, ultimately, investors, in paper, printing, and postage costs. 

“Today, the Commission took an important step toward allowing the financial services industry to harness technology for the benefit of everyday American investors. By proposing to permit electronic delivery to become the default method for issuers, market intermediaries, and others to communicate with investors, we are taking another stride toward a regulatory framework suitable for the modern era, a key pillar of my agenda,” SEC Chairman Paul S. Atkins said in a statement. “In an age of artificial intelligence and blockchain technology, a default to paper delivery should be a relic, not a standard.”

The proposal reflects how today’s issuers, market intermediaries, investors, and others use electronic media to provide and access information. E-delivery offers the opportunity to give investors and others potentially more personalized, interactive, timely, and efficient experiences with disclosure than paper delivery. It also provides accessibility and retention benefits. The range of information deliverable electronically under the proposed rule would be broad, including, among other things, prospectuses for funds and other issuers, fund annual and semi-annual shareholder reports, proxy statements, trade confirmations, disclosures pursuant to Form CRS, and Form ADV Part 2 Brochures. 

The proposal includes a transition process for investors and others who are currently receiving regulatory information in paper format. These recipients would receive two paper notices if they would be transitioned to e-delivery under the rule, which would provide information about the upcoming transition and the ability to opt out of e-delivery. 

The public comment period will remain open for 60 days following publication of the proposing release in the Federal Register.

The update offers more clarity to:

• Public-private partnership (P3) market participants that are considering whether their activities require registration as a municipal advisor;
• Form MA and MA-I filers that are considering which remote work locations where municipal advisor-related business is conducted must be disclosed as an "office;” and
• Municipal advisors that are considering the scope of their recordkeeping requirements when providing advice on the pricing of a new issue of municipal securities.

“Municipal securities touch so many parts of our lives, helping pay for schools, hospitals, water systems, and so much more. The SEC is tasked with ensuring transparency and accountability in this market,” said Dave A. Sanchez, Director of the Office of Municipal Securities. “This update will help municipal advisors – including those who provide advice to state and local governments on the issuance of municipal securities in the P3 market – understand and follow regulations that keep the market transparent, fair, and reliable. The final rules for municipal advisor registration have been in place since 2013, but it is never too late to come into compliance and register.”

This update also includes a new FAQ on how to register as a municipal advisor, directing those who plan to engage in municipal advisory activities – including sole proprietors – to a preexisting staff Informational Bulletin and MSRB Compliance Resource describing the steps they must take to initially register with the SEC and MSRB.

For questions about municipal advisor regulation, contact the Office of Municipal Securities at 202-551-5680 or munis@sec.gov. For more SEC news, visit sec.gov/newsroom. 

The event will bring together innovative practitioners and seasoned professionals to challenge conventional approaches, propose regulatory solutions, and share insights into recent proposed rule changes. The discussion will focus on strategies to support companies in accessing the public capital markets and maintaining their public company status. 

The event will be webcast on SEC.gov and a recording will be available on the website at a later date. Interested parties can access the roundtable virtually without registration.

Details on the agenda, speakers, and other relevant information are available on SEC.gov.

The meeting will be open to the public and held at the SEC’s headquarters at 100 F Street, NE, Washington D.C. The discussion will be streamed live on SEC.gov.

Building upon ideas generated during the prior committee meeting, members will continue exploring ways to encourage more companies to go and stay public. The committee will consider ways to modernize the IPO process and potential regulatory reforms, including certain recently proposed SEC rulemakings aimed at reducing regulatory friction and facilitating capital formation in the public securities markets. 

To facilitate discussion and deepen the committee’s understanding of the regulatory landscape, members will hear from SEC staff in the Division of Corporation Finance who will provide an overview of recent relevant rulemakings. Members will also hear from Daniel Zinn, General Counsel and Chief of Staff, OTC Markets Group, and Sue Washer, biotechnology consultant and former CEO of Applied Genetic Technologies Corporation, who will share their experiences and views on ways to further support small public company capital formation.   

The Small Business Capital Formation Advisory Committee provides advice and recommendations to the SEC on rules, regulations, and policy matters relating to small businesses. 

For more information about the committee and the full agenda for the meeting, visit the committee webpage.

The Retail Fraud Working Group will leverage staff and resources across the Commission to identify fraud and other misconduct targeting retail investors, including offering frauds, pump-and-dump schemes, market manipulation, and breaches of duties to customers by investment advisers and broker dealers. The working group will serve as a dedicated resource for proactive case generation, play an important role in coordinating with the Commission’s regulatory partners and foreign counterparts, and participate in educational outreach to retail investors in coordination with the SEC’s Office of Investor Education and Assistance.

"This new working group reflects our commitment to protect investors from fraud and is a return to the core values and principles of the enforcement program," said SEC Chairman Paul S. Atkins. “I am grateful to the Director of Enforcement, David Woodock, and the Division’s staff for their leadership on this initiative and look forward to its many positive impacts.”

"Nothing motivates enforcement staff more than protecting those who invest their savings in our markets,” said David Woodcock, Director of the SEC's Division of Enforcement. "The Retail Fraud Working Group will bring focused energy and resources to that mission — generating cases, building partnerships with our regulatory counterparts, and using data and technology to find and stop those who seek to take advantage of retail investors. I am proud to see this initiative move forward."

The Retail Fraud Working Group will be led by the Division of Enforcement’s Kate Zoladz, Deputy Director, West, and Kim Frederick, Assistant Director, Asset Management Unit.

As COO, Mr. Knight will oversee the SEC's operational and administrative functions, including the agency's Office of Human Resources; Office of Acquisitions; Office of Financial Management; EDGAR Business Office; Office of the Chief Data Officer; Office of the Chief Risk Officer, and Office of Support Operations, which includes the agency's Freedom of Information Act, Records Management, and Facilities Management functions.

“I am delighted to welcome Paul Knight back to the SEC. His experience — both inside and outside of the Commission — makes him well-equipped to lead a dedicated group of public servants who play a critical role in protecting investors and strengthening our capital markets. I am confident that Paul’s service will prove invaluable to enhancing the operations of our agency and fulfilling our mission,” said SEC Chairman Paul S. Atkins. “I want to thank Charlene Arietti Gold for her wonderful service as Acting COO over the last seven months. Charlene has and will continue to be a tremendous colleague and dedicated public servant.”

“It’s an honor to come back and join the professional staff at the SEC as we support the work of the Commission,” said Mr. Knight. “I am grateful to Chairman Atkins for this opportunity and honored to support the SEC’s important mission.”

Mr. Knight joins the SEC from JPMorgan Chase, where he most recently worked as the principal lead for driving growth across U.S. lines of business, after previously managing the program office for the Chase Bank expansion into 25 new states. Prior to his nearly 12 years at JPMorgan Chase, Mr. Knight served as a senior advisor and business manager at the U.S. Department of the Treasury from 2012 to 2014. Mr. Knight also previously served at the SEC from 2008 to 2012 in a variety of roles, including as the interim managing executive for the Division of Economic and Risk Analysis. He started his career during his college years working for a small business in his hometown of Annapolis, Maryland.

Mr. Knight has a Bachelor of Arts from the University of Maryland Baltimore County, a Master of Business Administration from Johns Hopkins University Carey Business School, and a certificate in Commercial Real Estate from Cornell University.

The updated statistics also cover initial public offerings (IPOs), follow-on registered offerings, corporate bond offerings, ABS issuances, CMBS issuances, Regulation D offerings, reporting issuers, municipal advisors, transfer agents, security-based swap dealers, and nationally recognized statistical rating organizations (NRSROs). 

Key Highlights: First Quarter 2026

In the first quarter of 2026, IPO and follow-on offering activity showed year-over-year growth:

• There were 99 IPOs raising over $22 billion in Q1 2026, compared to 84 IPOs raising over $11.8 billion in Q1 2025. This represents an approximately 86% increase in proceeds raised. 
• There were 264 follow-on registered offerings raising over $44.2 billion in Q1 2026, compared to 250 follow-on registered offerings raising over $40.4 billion in Q1 2025.

These and other statistics can be found on the SEC’s public statistics and data visualizations webpage. The webpage provides statistics presented in time series charts to show market trends, pie charts to show distribution across different categories, as well as heat maps to show geographic distributions. The visuals are interactive and downloadable, thus allowing the public to explore the information they are interested in.

"These statistics and data visualizations are one of the many ways the SEC provides reliable information and valuable insights to the investing public,” said Dr. Joshua T. White, Chief Economist and Director of the SEC’s Division of Economic and Risk Analysis. “I encourage those interested to visit our webpage to explore the data and gain a deeper understanding of the markets we oversee."

DERA integrates financial economics and rigorous data analytics into the SEC’s core mission. It provides high-quality economic and statistical analyses to inform Commission rulemaking and oversight, and helps identify and respond to emerging issues, trends, and innovations in the marketplace.

“Innovation in exchange-traded funds depends on a consistent, transparent, and efficient regulatory framework,” said SEC Chairman Paul S. Atkins.  “The Commission’s request for comment seeks input from the public on how the U.S. ETF market can continue to grow and innovate while serving investors effectively, and I look forward to reviewing feedback from market participants as we evaluate how to best respond to recent market changes.”

“Exchange-traded funds are a tremendous success story, growing from $4 trillion in 2019 to over $12 trillion at the end of 2025. As ETFs continue to grow and novel strategies emerge, public engagement is essential to answering key questions to make the next years of development a success,” said Brian Daly, Director of the SEC’s Division of Investment Management.

The Commission encourages feedback on the important questions raised in today’s release. The Commission requests comment with respect to the status of certain novel ETFs as investment companies, the regulation of novel ETFs, and how the registration process for novel ETFs can continue to operate effectively.

The public comment period will remain open for 60 days following publication of the request for comment in the Federal Register.

The request for comment is intended to assist the agencies in evaluating whether greater coordination or alignment in portfolio margining requirements may improve risk management efficiency, reduce unnecessary market fragmentation, and enhance customer protections consistent with the agencies’ respective statutory authorities and responsibilities.

“By further harmonizing our frameworks, we can ensure that jurisdictional overlap does not stifle innovation and efficiency,” said SEC Chairman Paul S. Atkins. “Cross-margining offers a clear opportunity to unlock liquidity that remains frozen in separate accounts, and we encourage market participants to provide feedback on ideas that will help improve coordination between both agencies.”

“Fostering enhanced cooperation between the CFTC and SEC with respect to portfolio margining promises to unleash untapped capital while ensuring a more robust risk management framework and market protections,” said CFTC Chairman Mike Selig. “I look forward to reviewing and implementing stakeholder feedback as we build the new frontier of finance.”

The joint request for comment seeks input on a range of issues, including:

• Existing portfolio margining models and practices
• Customer protection considerations
• Cross-margining and cross-product offsets
• Capital, segregation, and collateral treatment
• Risk management and margin methodologies
• Clearing agency and derivatives clearing organization considerations
• Operational and technical implementation issues
• Potential impacts on market liquidity and competition

The SEC and CFTC encourage the public to provide input on these topics, as identified in the agencies’ request for comment. The public comment period will remain open for 60 days following publication of the request for comment in the Federal Register.

Ms. Hutchinson has served as OIA’s Acting Director since January 2025. She started at the SEC in 2003 as an attorney-advisor in the Office of Compliance Inspections and Examinations, now the Division of Examinations, and joined OIA in 2008. Ms. Hutchinson has held several other positions in OIA, including Deputy Director and Assistant Director. She has twice served as Acting Director of the office.

“Kathleen has exhibited her dedication to public service and her commitment to our mission for over two decades, and I am grateful for her readiness to lead our Office of International Affairs on a permanent basis,” said SEC Chairman Paul S. Atkins. “She has effectively guided many international initiatives with our counterparts abroad, and I look forward to her continued leadership and counsel on international policy and cooperation issues.”

Ms. Hutchinson said, “The talented staff in our Office of International Affairs make it a privilege to come to work each day and serve investors and our markets. Advancing the SEC’s international priorities through engagement with foreign counterparts on policy issues, supervisory and enforcement matters, and technical assistance is critical to the SEC’s ability to carry out its mission. I’m grateful to Chairman Atkins for this opportunity and look forward to continue working with the Commission, my SEC colleagues, and foreign authorities to address evolving challenges facing global markets today.”

Kathleen earned a J.D./M.A. from American University’s Washington College of Law and School of International Service. She holds a B.A. from Binghamton University. She began her legal career in private practice in Washington D.C. and New York City.

The request for comment is intended to support the Commissions’ ongoing evaluation of whether current regulatory definitions, interpretations, and jurisdictional frameworks appropriately reflect evolving market structures, financial products, and trading practices.

“Clarification is long overdue on Title VII definitional issues, including event-based products. Through good-faith cooperation efforts, we can create a level playing field where established firms and new entrants alike can compete and innovate on equal footing regardless of whether they’re registered with the SEC or CFTC,” said SEC Chairman Paul S. Atkins.

“Today’s joint request for public comment presents an opportunity to address longstanding ambiguities within Title VII of Dodd-Frank that have stifled fair competition and responsible innovation,” said CFTC Chairman Michael S. Selig. “I appreciate the partnership of the SEC and Chairman Atkins as we work together to further clarify jurisdictional lines and enhance cooperation between our agencies.”

The joint request for comment seeks input on topics including:

• Definitions relating to swaps and security-based swaps, including the scope of certain exclusions from the swap definition. 
• Treatment of mixed swaps 
• Treatment of novel or emerging products
• Jurisdictional and interpretive questions
• Potential areas in need of greater clarity regarding regulatory definitional lines
• Potential areas for alternative compliance

The SEC and CFTC encourage the public to provide input on these topics, as identified in the agencies’ request for comment. The public comment period will remain open for 60 days following publication of the request for comment in the Federal Register.

“Extensive data collection, if not appropriately calibrated, can hinder, rather than enhance, understanding and accountability,” said SEC Chairman Paul S. Atkins. “Working closely with the CFTC, we can ensure that we are collecting the data necessary to meet statutory objectives under a harmonized reporting regime. I welcome feedback on how we can improve our security-based swap data reporting regime in a manner that protects the integrity of the information and lowers costs.”

“I’m proud to be working alongside SEC Chairman Atkins to streamline and harmonize swap data reporting for registrants in accordance with our ongoing efforts to foster interagency cooperation,” said CFTC Chairman Michael S. Selig. “I look forward to hearing from market participants about the ways we can cut red tape and reduce costs, while still collecting the data we need to conduct our market oversight responsibilities.”

The request for comment is intended to assist the agencies in evaluating whether changes to the design, scope, and structure of security-based swap and swap data reporting requirements would lead to greater alignment between their respective reporting frameworks. The SEC and CFTC seek input to enhance market transparency, reduce unnecessary operational complexity, promote data quality, and improve regulatory oversight while preserving the distinct statutory mandates of each agency under the Dodd-Frank Act.

The joint request for comment seeks input on the following topics:

• Harmonization across frameworks
• Transparency and data quality
• Operational complexity
• Standardized identifiers and reference data
• Implementation considerations

The SEC and CFTC encourage the public to provide input on the operational, technological, and policy implications of these topics identified in the agencies’ request for comment. The public comment period will remain open for 60 days following publication of the request for comment in the Federal Register.

The Securities and Exchange Commission has appointed John Moses as Director of the agency’s Office of Investor Education and Assistance, which provides services and resources to help investors build their financial futures and protect against investment fraud. 

“After two decades of Rule 611, it is high time that the Commission review its unintended consequences that have hindered — rather than enhanced — the long-term growth of our markets,” said SEC Chairman Paul S. Atkins. “This proposal is intended to simplify market structure and reduce costs for market participants while allowing competition, innovation, and other market forces to shape the continuing evolution of our equity markets. I look forward to reviewing public comments as we take a careful, deliberative approach to avoid repeating the same mistakes that brought us here.”

The Commission’s proposed amendments would:

• Rescind Rule 611 of Regulation NMS, which contains the trade-through prohibition for national market system stocks.
• Rescind Rule 610(e) of Regulation NMS, which contains restrictions on locking and crossing quotations in national market system stocks.
• Rescind related defined terms in Rule 600 of Regulation NMS.
• Make conforming changes to other related provisions.

The public comment period will remain open for 60 days following the publication of the proposing release in the Federal Register.

The joint standards are designed to promote interoperability of financial regulatory data across the agencies by establishing common identifiers for entities, geographic locations, dates, and certain products and currencies.

“The establishment of joint data standards across federal financial regulators will help ensure consistent data collection that will both ease burdens for financial institutions and make data more accessible to investors,” said SEC Chairman Paul S. Atkins.

“This action is a first step towards implementing the Financial Data Transparency Act across federal financial regulatory agencies,” said SEC Commissioner Mark T. Uyeda. “I am grateful to our colleagues across the federal government for their cooperation on this effort, which will be followed by separate rulemaking for agency-specific standards that will further improve the accessibility of financial data.”

In addition, the standards include a principles-based joint standard with respect to data transmission and schema and taxonomy formats, which would allow financial institutions to submit high-quality, machine-readable data to the agencies.

“I thank the new members for their willingness to serve on the advisory committee, which plays an important role in advising the Commission in our work to facilitate capital formation for entrepreneurs across the country,” said SEC Chairman Paul S. Atkins. “I am grateful that the SEC will benefit from these new members’ collective experiences and look forward to continuing to work with current members to improve pathways and access to capital for small businesses in the private and public markets.” 

The new Commission-appointed committee members are: 

• Anya Coverman – President and CEO, Institute for Portfolio Alternatives; Washington, D.C.
• Joseph Lucosky – Managing Partner, Lucosky Brookman LLP; Woodbridge, NJ  
• Andrew Prystai – CEO and Co-Founder, EventVesta; Omaha, NE
• Rodrigo Seira – Partner, Cooley LLP; Miami, FL 
• Erik Syvertsen – Head of Asset Management and Chief Legal Officer, AngelList; New York, NY

In addition to the 15 appointed members, the current committee members include three non-voting members appointed by the SEC’s Investor Advocate, the North American Securities Administrators Association, and the Small Business Administration. The committee also has an observer appointed by the Financial Industry Regulatory Authority. 

The committee provides advice and recommendations to the Commission on rules, regulations, and policy matters relating to small businesses, including smaller public companies. Committee members represent a broad spectrum of entrepreneurs, investors, and advisers who work with early-stage private companies and smaller public companies. Additional information about the committee, its members, and prior meeting materials is available on the Committee webpage. 

“During my tenure as Chairman, the Commission will not stray from this core three-part mission, and the Draft Strategic Plan focuses on three important goals to advance our mandate,” said SEC Chairman Paul S. Atkins. “I encourage market participants and the general public to provide comment on best practices to ensure our regulatory framework upholds the United States as the best and most secure place to do business."

The three goals set forth in the Draft Strategic Plan:

1. Renew our regulatory policy focus to support innovation, capital formation, market efficiency, and investor protection — This goal promotes clear, fit-for-purpose rules that foster responsible innovation and deter misconduct. Modernizing and simplifying disclosure practices, expanding access to private markets, and enabling new capital-raising pathways are essential to ensuring that entrepreneurs and small businesses can thrive. One objective is to provide a firm regulatory foundation for digital assets and distributed ledger technologies through a rational, coherent, and principled approach.
    
2. Shift our regulatory practices to increase stakeholder engagement, facilitate compliance efforts of market participants, and effectively return our enforcement approach to Congress’ original intent — This goal seeks to increase staff engagement with business and industry groups while restoring an enforcement approach that polices violations of established law such as fraud and manipulation rather than expanding regulatory reach through ad hoc enforcement actions. Other objectives include periodic, retrospective reviews of existing rules as well as an assessment of the agency’s administrative law framework.
    
3. Optimize our operational efficiency by enhancing our organizational structure, modernizing our technology, reforming employee performance management, and implementing robust internal performance reporting that incorporates accountability for resources and program success — This goal prioritizes technology modernization as a critical enabler of regulatory effectiveness. A comprehensive review of legacy systems – such as EDGAR – and the adoption of secure, scalable infrastructure will enhance data integrity, reduce operational risk, and support advanced analytics. The responsible use of artificial intelligence and blockchain technologies can further improve oversight, reduce costs, and unlock new efficiencies.

Members of the public who wish to provide their views on the Draft Strategic Plan may submit comments through any of the following methods:

Electronic Comments:

Use the Commission’s internet comment form or send an email to 
rule-comments@sec.gov.

Paper Comments:

Send paper comments to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090. 

All submissions should refer to File Number DSP-3. This file number should be included on the subject line if email is used. Please submit comments using one method only. Information received will be posted on the SEC’s website without change. Individuals submitting comments are cautioned that personal identifying information will not be redacted or edited from comment submissions. Submit only information that you wish to make publicly available. Submitted material that is obscene or subject to copyright protection may be redacted in part or withheld entirely from publication. Comments should be submitted no later than July 2, 2026.

* * *

In developing the Draft Strategic Plan, the SEC took into account the information gleaned from meetings with the many external parties with which the agency interacts on a regular basis, including members of Congress and congressional committees, investors, businesses, financial market participants, academics, and other experts and stakeholders.

These four new members join nine current committee members. The committee, established pursuant to Section 39 of the Securities Exchange Act of 1934, advises the Commission on regulatory priorities and initiatives to protect investors and promote the integrity of the U.S. securities markets. 

"I thank each of the new members for their willingness to serve on the Investor Advisory Committee,” said SEC Chairman Paul S. Atkins. “Their perspectives and expertise will be vital to the Committee’s work and I look forward to their contributions to the public dialogue on the important issues facing investors.” 

The newest members of the Investor Advisory Committee are: 

• Patrick Daugherty, a Partner at the law firm of Foley & Lardner
• John Liu, a senior citizen investor and former Managing Director at Accenture and co-founder of Agile Partners, who will serve as the representative of the interests of senior citizens 
• Sheldon L. Ray Jr., former Senior Vice President, Investments, Portfolio Manager, at Raymond James & Associates 
• Adriana Z. Robertson, Professor of Business Law at the University of Chicago Law School

The Commission appreciates all the candidates who expressed an interest in serving as a member of the Investor Advisory Committee in response to the invitation of interest announced earlier this year and expects that a similar announcement seeking additional candidates to serve as members will be issued in late 2026 or early 2027. 

“SEC disclosure obligations should comply with the Commission’s statutory authority, be guided by materiality as the North Star, avoid the practical effect of dictating corporate behavior, and be imposed only when the expected benefits justify the likely costs and burdens,” said SEC Chairman Paul S. Atkins in a statement.

The Commission in March 2024 approved amendments to its rules under the Securities Act of 1933 and Securities Exchange Act of 1934 to mandate highly specific and granular disclosure from virtually all public companies about climate-related matters such as greenhouse gas emissions, management of climate-related risks, and the financial statement effects of severe weather events.

On April 4, 2024, the Commission stayed the climate disclosure rules pending completion of consolidated litigation in the U.S. Court of Appeals for the Eighth Circuit. On March 27, 2025, the Commission voted to end its defense of the final rules. On Sept. 12, 2025, the Eighth Circuit issued an order holding the consolidated petitions for review in abeyance until such time as the Commission reconsiders the challenged rules by notice-and-comment rulemaking or renews its defense of the climate disclosure rules. 

The Commission is now proposing to rescind the climate disclosure rules in their entirety because they exceed the scope of the agency's statutory authority. Even if it had authority to adopt such final rules, the Commission believes there are independent, compelling policy reasons to rescind them entirely:

• They are unnecessary and inconsistent with a registrant-specific, materiality-based approach to disclosure that best serves the interests of registrants and investors.
• They stray well beyond the policy concerns of the federal securities laws.
• They impose substantial costs on public companies and their shareholders that are not justified by the informational benefits they may provide to some investors.
• They are at odds with the Commission’s policy objectives of facilitating capital formation and promoting public company status.

The public comment period will remain open for 60 days following the publication of the proposing release in the Federal Register.

The meeting will also be webcast on the SEC website and consist of two panels:

• Avoiding Retail Confusion Regarding Private Market Assets
• Passive Index Funds and Shareholder Voting

The Committee also will discuss a potential recommendation regarding fund proxy voting and a potential recommendation regarding quarterly versus semi-annual reporting. The full agenda is available on the committee’s webpage.

The Investor Advisory Committee, which focuses on investor-related interests, advises the Commission on regulatory priorities and various initiatives to help protect investors and promote the integrity of the U.S. securities markets. Established by statute, the Committee is authorized by Congress to submit findings and recommendations to the Commission.

Learn more on the Investor Advisory Committee webpage.

The MOU will enhance SEC and NFA staff’s ability to share information on matters of mutual regulatory interest such as emerging risks, examination planning, and financial markets’ conditions. The MOU will also provide for periodic meetings between staff. This improved coordination will further enhance the SEC and NFA’s ability to promote compliance with derivatives and securities laws, maintain the highest level of oversight quality, and minimize duplicative efforts.

“Regulatory bodies working together should not be a novel concept. It should be the norm. Coordination between regulatory organizations provides businesses a predictable, straightforward path to compliance and comprehensive protections for investors that build trust in our markets,” said SEC Chairman Paul S. Atkins. “This memorandum is another step in furthering the SEC’s efforts to streamline cooperation with other regulatory organizations and alleviate the potential for duplicative or conflicting oversight.”

"We look forward to continuing our coordination efforts with the SEC under this formal framework," said NFA President and CEO Thomas W. Sexton. "We believe this memorandum represents an important milestone for NFA and will allow us to further foster our mission of protecting customers and ensuring market integrity."

The United States’ dynamic public securities markets offer benefits to issuers and investors alike. Issuers can raise capital through the public markets on more favorable terms as compared to private markets, and investors benefit from the increased transparency and liquidity provided by the public markets.

Compounding regulatory requirements over recent decades, however, have corresponded with a decrease in the number of public companies. The proposed amendments – together with the recently proposed optionality for semiannual interim reporting and other forthcoming rule proposals – represent important steps toward incentivizing companies to go and stay public.

“Today, the Commission proposed two rulemakings that serve as the foundation for my agenda to Make IPOs Great Again. These proposals build upon the legislative and regulatory concepts that have proven successful in the past and aim to extend that success to more companies – particularly small and mid-sized companies – and incentivize them to go and stay public,” said SEC Chairman Paul S. Atkins in a statement. “Today’s proposed rulemakings are among the first important steps toward transforming the SEC’s regulatory framework for public companies.”

Registered Offering Reform

The registered offering reform proposal, if adopted, would be the most significant modernization of the registered offering framework in more than 20 years. Under the proposal:

• A greater number of public companies would be able to conduct shelf offerings, which allow quicker access to the public capital markets, regardless of the company’s public float.
• More public companies would be able to utilize certain registration and offering communication flexibilities that currently are reserved for companies with a large public float defined as “well-known seasoned issuers.”
• Broker-dealers would be able to provide research report coverage for a greater number of public companies.
• State securities law registration and qualification requirements would be preempted for all registered offerings, which would mitigate the costs and complexity of conducting a multi-state registered offering.
• Parity between certain Form N-2 filers and operating companies across registration, offering, and communication provisions would be maintained, and access to broad-based advertising for certain non-variable annuity insurance products would be expanded.
• Other aspects of the registration process would be streamlined, such as the ability to incorporate information by reference into Form S-1.

Filer Status and Emerging Growth Company Accommodations Reform

The proposed amendments would extend disclosure scaling and other accommodations currently utilized by smaller or emerging companies to approximately 81 percent of all current public companies. New public companies would enjoy these accommodations for a minimum of five years. The smallest public companies also would have additional time to file their annual and other periodic reports.

• The proposed rule amendments notably would raise the threshold for a public company to become a large accelerated filer from $700 million to $2 billion. A company would not become a large accelerated filer for at least 60 months following its IPO regardless of its public float, effectively providing it an "IPO on-ramp" to stabilize and grow while benefiting from disclosure scaling and other accommodations.
• All other public companies would be categorized as non-accelerated filers and would benefit from nearly all disclosure scaling and other accommodations currently available to smaller and emerging companies. All non-accelerated filers would also be exempt from the requirement to obtain an auditor's attestation on their internal control over financial reporting.
• In addition, the proposed rules would establish a subcategory of small non-accelerated filers that would receive an additional 30 days to file their Form 10-K annual reports and an additional five days to file their Form 10-Q quarterly reports. This change is intended to meaningfully reduce the reporting costs for this category of companies, which represent the smallest 18 percent of public companies by assets.

The public comment period for both proposals will remain open for 60 days following publication of the proposing releases in the Federal Register.

“For more than 50 years, the Commission has conditioned settlement on a defendant’s promise not to publicly deny the Commission’s allegations. I am pleased that we are rescinding the no-deny policy today,” said SEC Chairman Paul S. Atkins. “Speech critical of the government is an important part of the American tradition. This rescission ends the policy prohibiting such criticism by settling defendants.”

There is no known instance of the Commission seeking to reopen an administrative or civil proceeding as a consequence of a defendant or respondent violating a no-deny provision to which they have consented.

In light of the rescission of Rule 202.5(e), the Commission will not enforce existing no-deny provisions that have already been entered. In the event of a breach of an existing no-deny provision, the Commission will take no action to ask a district court to vacate a settlement (or to reopen an adjudicatory proceeding) in connection with the terms of the settlement agreement.

The Commission generally does not require settling defendants to admit to allegations. Today’s rescission does not affect the Commission’s practice related to admissions in settlements and does not affect the Commission’s discretion to settle with defendants who decline to admit facts or liability or its discretion to negotiate for admissions as part of a settlement. 

According to the SEC’s complaint, between 2018 and 2024, Nicolo Nourafchan, a mergers and acquisitions attorney based in Los Angeles, California, orchestrated a global scheme with his partner Robert Yadgarov, of Long Beach, New York. The complaint alleges that Nourafchan misappropriated material nonpublic information from his firm’s clients pertaining to more than twelve pending corporate transactions. The complaint further alleges that he or Yadgarov tipped that information to other scheme participants who agreed to kick back a portion of their trading profits, or who, in turn, tipped others who traded.

Nourafchan and Yadgarov allegedly recruited an additional corporate lawyer who also misappropriated material nonpublic information about additional deals and tipped that information to Nourafchan and Yadgarov.

“Today’s action highlights the SEC’s unwavering commitment to uncovering sprawling schemes, like the one alleged here, and holding individuals up and down the tipping chain accountable for their fraudulent conduct,” said Joseph G. Sansone, Chief of the Division of Enforcement’s Market Abuse Unit.

The SEC’s complaint, brought by the Division of Enforcement’s Market Abuse Unit and filed in the U.S. District Court for the District of Massachusetts, charges the defendants with violating the antifraud provisions of the federal securities laws and seeks injunctive relief, disgorgement with prejudgment interest, and civil penalties.

In a parallel action, the U.S. Attorney’s Office for the District of Massachusetts announced criminal charges against all of the defendants in this case.

The SEC appreciates the assistance of the U.S. Attorney’s Office for the District of Massachusetts, the FBI, the Financial Industry Regulatory Authority, the Danish Financial Supervisory Authority, the United Kingdom Financial Conduct Authority, the Cyprus Securities and Exchange Commission, the Mauritius Financial Services Commission, and the Swiss Financial Market Supervisory Authority.

In 2019, Congress passed the Setting Every Community Up for Retirement Enhancement (SECURE) Act. Through this legislation, Congress created PEPs, which enable multiple small businesses to band together to provide their employees with access to high-quality, low-cost retirement plans.

PEPs allow multiple, unrelated employers to join a single retirement plan, thereby reducing some of the costs, administrative burdens, and potential liability attached to sponsoring a plan on their own. The SEC staff guidance provides the staff’s views on the applicability of the federal securities laws to these plans.

The guidance from the Division of Investment Management states that the SEC staff will not object if PEPs avail themselves of the existing exemptions widely applicable to tax-qualified ERISA retirement plans. The Division of Corporation Finance also published guidance that PEPs may use a Form S-8 registration statement if employers choose to offer employees securities as part of these plans.

“Commission staff has made it easier for Main Street employees to invest their retirement savings on Wall Street,” said SEC Commissioner Mark T. Uyeda. “By providing straightforward guidance on pooled employer plans and related structures, we are helping sponsors and service providers navigate their obligations with confidence. Regulatory clarity strengthens markets, supports innovation, and ultimately expands access to retirement options for workers across the country. The SEC continues its efforts to support small businesses and President Trump’s agenda to strengthen retirement opportunities for American workers.”

The coordinated staff actions addressing the treatment of PEPs under the federal securities laws should assist PEP sponsors, providers and participants as they seek to make use of these pooled investment vehicles, consistent with the SECURE Act and the administration’s broader policy goal of expanding access to retirement savings options for American workers.  

Public companies, subject to Exchange Act Section 13(a) or 15(d), are currently required to file quarterly reports on Form 10-Q. The proposed amendments, if adopted, would allow these public companies to elect to file semiannual reports on new Form 10-S instead of quarterly reports on Form 10-Q. As a result, companies that elect to file semiannual reports would file one semiannual report and one annual report for each fiscal year in lieu of three quarterly reports and one annual report. The flexibility provided under proposed amendments would enable public companies to choose the interim reporting frequency that would best serve the company and its investors.

“Public companies have an obligation under the federal securities laws to provide information that is material to investors. Yet, the rigidity of the SEC’s rules has prevented companies and their investors from determining for themselves the interim reporting frequency that best serves their business needs and investors. Today’s proposed amendments, if ultimately adopted, would provide companies with increased regulatory flexibility in this regard,” said SEC Chairman Paul S. Atkins in a statement.

Under the proposal, the filing deadline for semiannual reports on Form 10-S would be 40 or 45 days, depending on the company’s filer status, after the end of the first semiannual period of the fiscal year. The proposal also would amend Regulation S-X, which governs the financial statement requirements for periodic reports, registration statements, and proxy statements, to reflect the new semiannual reporting option and simplify the existing financial statement requirements.

The proposing release will be published on SEC.gov and in the Federal Register. The public comment period will remain open until 60 days after the date of publication of the proposing release in the Federal Register.

“Jason’s exceptional leadership and judgment have been invaluable assets to the SEC throughout his distinguished career,” said SEC Division of Enforcement Acting Director Sam Waldon. “I am grateful for his commitment to the agency’s mission and his ability to lead the Division of Enforcement’s most complex investigations and litigations. I deeply appreciate everything he has done to help the agency accomplish its mission and wish him the best in his future endeavors.”

“Serving at the SEC for more than two decades has been an honor and a privilege,” said Mr. Burt. “I am grateful for the opportunity to have worked with so many people across every division and office at the Commission. I will forever be in awe of the exceptionally talented, highly-motivated staff of this agency, and indebted to each of them for shaping my career. I appreciate Chairman Paul Atkins, former Acting Chairman Mark Uyeda, Commissioner Peirce, and current and former directors of the Divisions of Enforcement and Examinations for giving me the opportunity to help advance the SEC’s mission throughout the years.”

In April 2025, Mr. Burt was appointed to serve as the Deputy Director for Specialized Units. In that role, he supervised enforcement investigations and litigations of the Asset Management, Complex Financial Instruments, Cyber and Emerging Technologies, Market Abuse, and Public Finance Abuse units. Mr. Burt also supervised the Office of the Whistleblower and the Commission’s recently established Cross-Border Task Force.

Mr. Burt began his SEC career in Washington, D.C., as an attorney advisor in the Division of Examinations and then as an investigative attorney in the Division of Enforcement, where he investigated and litigated matters involving market structure, complex trading strategies, investment adviser fraud, and accounting disclosure and audit failures. He served as Regional Director of the Denver Regional Office from October 2022 through April 2025, supervising more than 125 investigative and trial attorneys, accountants, analysts, securities compliance examiners, and other staff while leading the examination and enforcement programs for Colorado, Kansas, Nebraska, New Mexico, North Dakota, South Dakota, Utah, and Wyoming. Prior to that role, he served as an Associate Director in the Division of Enforcement and as an Assistant Director supervising staff in the Asset Management and Market Abuse units.

Mr. Burt received the Chairman’s Award for Excellence in 2010, the Analytical Methods award in 2015, the Chairman’s Award for Serving the Interests of Main Street Investors in 2019, and the Scott W. Friestad award in 2024.

He received his bachelor’s degree magna cum laude in business administration from James Madison University, and his juris doctorate with honors from the University of North Carolina at Chapel Hill. 

“A key pillar of my agenda is restoring balance to disclosure obligations and reducing the cost of compliance wherever possible,” said SEC Chairman Paul S. Atkins. “Prior amendments to Form PF have led to overly burdensome disclosure requirements for advisers, distracting them from their core investment functions, often without a commensurate benefit to regulators’ use of the collected data. These proposed changes would help to rationalize the scope of Form PF requirements to support its purpose and bring our overall disclosure regime back into alignment.”

“By raising the filing threshold and streamlining Form PF, we are taking steps to reduce the burdens associated with filing the form,” said CFTC Chairman Michael S. Selig. “I look forward to reading the public comments to ensure we get these changes right so that we eliminate unnecessary costs and burdens for filers.”

The proposed amendments would eliminate filing requirements for smaller advisers, who represent almost half of the advisers currently required to file Form PF, by raising the filing threshold from $150 million in private fund assets under management to $1 billion. The proposal would also raise the exposure reporting threshold for “large” hedge fund advisers from $1.5 billion in hedge fund assets under management to $10 billion. Form PF would continue to obtain information on over 90 percent of private fund gross assets and require detailed exposure information for funds managed by large hedge fund managers. In addition, the proposed amendments to Form PF would enable a method to identify funds that are active in the private credit market.

In addition to amending these thresholds, the proposal would eliminate or streamline many Form PF requirements, significantly reducing burdens for advisers required to file Form PF.

The proposal requests comments on all the proposed amendments.

The proposing release for the amendments will be published in the Federal Register, and the public comment period will remain open until 60 days after publication in the Federal Register.

Chairman Atkins will be joined by guests across the agency, government, and industry, including fellow commissioners, division directors, legal and policy experts, authors, and corporate leaders.

“I’m excited to launch Material Matters, a new podcast that will provide the American public with an inside look at the SEC’s vital work and its implications for our economy,” said Chairman Atkins. “I look forward to welcoming accomplished guests from both inside and outside the agency who play a critical role in our efforts to strengthen U.S. capital markets for the next generation.”

The first episode of Material Matters includes interviews with Commissioners Mark T. Uyeda and Hester M. Peirce, in which they discuss their distinguished careers at the agency and the work ahead in 2026.

Episodes of Material Matters will be available on SEC.gov, YouTube, Spotify, and Apple Podcasts.

The meeting will be open to the public and held at the SEC’s headquarters at 100 F Street, N.E, Washington D.C. The discussion will also be streamed live on SEC.gov.

The committee will start the morning session by hearing from its members about their perspectives on the state of the IPO market while considering the existing regulatory framework and how decreased IPO activity and market shifts are impacting companies’ (including small caps’) desires to go public. Edwin O’Connor, Partner, Co-Chair of Capital Markets, Goodwin Procter LLP will share his views on the IPO market, trends, and factors that may be at play.

This conversation will continue into the afternoon session where the committee will hear from Beau Bohm, Managing Director, Global Co-Head of Equity Capital Markets, Cantor Fitzgerald, who will share views on the IPO market from the underwriter’s perspective.

The Small Business Capital Formation Advisory Committee provides advice and recommendations to the SEC on rules, regulations, and policy matters relating to small businesses.

For more information about the committee and the full agenda for the meeting, visit the committee webpage.

“Under my leadership, the Commission has made meaningful progress to reform the CAT and strike a better balance between regulatory use, costs, funding, and security considerations,” said SEC Chairman Paul S. Atkins. “Over the last year, the Commission has issued exemptive relief and approved amendments to the national market system plan governing the CAT that have, among other benefits, reduced the CAT’s projected annual operating costs by over $100 million and permanently eliminated the reporting of personal identifiable information to the CAT.”

“However, we can – and must – do more,” Chairman Atkins continued. “Accordingly, the concept release seeks comment on foundational and existential aspects of the CAT. The Commission is aware of the need to address many aspects of the CAT, and public comment is a crucial piece of the comprehensive review currently under way.”

Jamie Selway, Director of the SEC’s Division of Trading and Markets, said, “The Division is looking forward to engaging with the public with respect to our comprehensive review of the CAT. We anticipate that the concept release issued by the Commission today will provoke meaningful dialogue.”

SEC concept releases are a means for the Commission to obtain public input on policy topics in advance of pursuing any related regulatory action. Concept releases typically outline a topic of interest, identify potential options, and raise specific questions for public commenters to consider. 

In this concept release, the Commission welcomes comment on possible regulatory responses related to topics identified in the release or otherwise proposed by commenters with respect to the CAT, including comments on any costs, burdens, or benefits that may result from such regulatory responses.

The public comment period will remain open for 60 days following publication of the concept release in the Federal Register.

In addition, the Securities and Exchange Commission approved a proposed rule change filed by the Fixed Income Clearing Corporation (FICC) pursuant to which it would enter into a proposed Third Amended and Restated Cross-Margining Agreement with the Chicago Mercantile Exchange Inc. (CME) and incorporate that agreement into the FICC Government Securities Division rules, along with related rule changes. The agreement would extend the availability of cross-margining to positions cleared and carried for customers by a dually registered broker-dealer and futures commission merchant that is a common member of FICC and CME. The agreement and related rules are consistent with the exemptive order. Prior to today only clearing members could cross-margin futures positions in U.S. Treasury securities cleared at CME with cash market positions in U.S. Treasury securities cleared at FICC.

“Today’s issuance of orders completes another step in the implementation of Treasury clearing,” said SEC Commissioner Mark T. Uyeda, who has been leading the SEC’s efforts in this area. “It advances the goal of both the SEC and the CFTC to unlock additional liquidity and helps ensure the market for U.S. Treasury securities remains resilient.”

The exemptive order and order approving the proposed rule change will be available on SEC.gov before publication in the Federal Register, and a related CFTC exemptive order will be available on CFTC.gov and also in the Federal Register.

“The Division of Enforcement has undergone a significant course correction, restoring Congressional intent by prioritizing cases that provide meaningful investor protection and strengthen market integrity,” said SEC Chairman Paul S. Atkins. “I thank Sam for his steadfast commitment to serve in key senior roles at the SEC and am grateful for his wise counsel and leadership.”

Chairman Atkins continued, “I am incredibly pleased to have David rejoin the SEC at this critical time, as we continue to focus on the types of misconduct that inflict the greatest harm to investors. With experience as a senior officer at the SEC, global law firm partner, a certified public accountant, and senior in-house corporate attorney, David is a foremost expert in all relevant facets of securities law and has deep institutional knowledge. I look forward to him leading our 1,000+ team of talented enforcement investigators, trial attorneys, accountants, and other professionals.” 

“I am honored to join the exceptionally talented team in the Enforcement Division and look forward to advancing our vital mission of investor protection,” said Mr. Woodcock. “My commitment is to lead the division with the highest level of professionalism and rigor as we execute the Chairman’s vision and ensure the integrity of our financial markets.”

Mr. Woodcock is a widely recognized securities and governance attorney who returns to the Commission after serving as Director of the Fort Worth Regional Office from 2011 to 2015. During his prior SEC tenure, Mr. Woodcock led Enforcement and Examinations Division lawyers, accountants, and examiners, oversaw investigations in nearly every major area of the SEC’s enforcement program, served as a member of the Enforcement Advisory Committee, and created and served as Chair of the SEC’s cross-office and cross-division Financial Reporting and Audit Task Force, which was designed to enhance the SEC’s detection and prosecution of violations involving accounting and false financial statements.

Most recently, Mr. Woodcock’s practice at Gibson, Dunn & Crutcher focused on regulatory enforcement, internal investigations, and corporate governance. Previously, he served as a senior in-house corporate attorney at Exxon Mobil Corporation. Mr. Woodcock is also an Adjunct Professor of Law at Texas A&M University School of Law, where he has taught for more than a decade on securities, ethics, and compliance.

Mr. Woodcock earned his bachelor’s degree in accounting from Louisiana State University, and his JD from the University of Texas School of Law.

Central to an effective enforcement program is determining which cases to bring and responsibly stewarding Commission resources. Regrettably, such resources have been misapplied in prior years to pursue media headlines and run up numbers, and in turn, led to misguided expectations on what constitutes effective enforcement.

Fiscal Year 2025 Results & Supporting Context

During fiscal year 2025, the Commission filed 456 enforcement actions, including 303 standalone actions and 69 “follow-on” administrative proceedings seeking to bar or suspend individuals from certain functions in the securities markets based on criminal convictions, civil injunctions, or other orders, and obtaining orders for monetary relief totaling $17.9 billion. These enforcement actions addressing a broad range of misconduct demonstrate the Commission’s prioritization of cases that directly harm investors and the integrity of the U.S. securities markets, including offering frauds, market manipulation, insider trading, issuer disclosure violations, and breaches of fiduciary duty by investment advisers.

The results do not include the 1,095 matters in which potentially violative conduct was investigated and which were closed, the several matters where market participants remediated their practices, or cases that were otherwise not pursued.

FY 2025 was a unique period of transition for the enforcement division never experienced before in modern SEC history. It was characterized by an unprecedented rush to bring a significant number of cases in advance of the presidential inauguration[1] and the aggressive pursuit of novel legal theories under the prior Commission.

This period brought about the current Commission’s resolution of prior cases that were not sufficiently grounded in the federal securities laws. The current Commission deliberately refocused the enforcement program on matters of fraud—cases that inherently require more time and resources to develop and bring, often requiring up to two or more years to manifest results.

Since fiscal year 2022, the prior Commission brought 95 actions and $2.3 billion in penalties against firms for book-and-record violations, specifically failing to maintain and preserve off-channel communications. Together with seven crypto firm registration-related and six ‘definition of a dealer’ cases, these cases identified no direct investor harm from those violations, produced no investor benefit or protection, and demonstrate what the current Commission views as a misinterpretation of the federal securities laws, a misallocation of Commission resources, and a bias for volume of cases brought versus matters of investor protection. This year’s enforcement results clarify the flaws of these actions and their respective penalties and re-establish the definition and measure of enforcement effectiveness, grounded in Congress’s original intent and focused on bringing actions that actually prevent investor harm instead of headlines and inflated numbers.

Going forward, enforcement priorities and results will be linked to the Commission’s and the Division’s core mandate, and will thus contemplate the following elements to fulfill its mission: Standing up to fraud in its many forms and those market participants engaged in such misconduct; addressing the fraudulent and manipulative conduct of the parties in question through appropriate remediation; and repaying investors’ losses when harmed.

“Over the past year, the Commission has put a stop to regulation by enforcement and recentered its enforcement program on the Commission’s core mission by prioritizing cases that provide meaningful investor protection and strengthen market integrity,” said SEC Chairman Paul S. Atkins. “We have redirected resources toward the types of misconduct that inflict the greatest harm—particularly fraud, market manipulation, and abuses of trust—and away from approaches that prioritized volume and record-setting penalties over true investor protection. A key part of this course correction is a renewed emphasis on holding individual wrongdoers accountable, which promotes stronger deterrence and better safeguards investors. I am proud of the staff’s work in advancing an enforcement program grounded in sound judgment, clear legal authority, and the real-world needs of the investing public.”

“I fully support the move away from using enforcement as a tool for policymaking, and the return to the Commission’s historical norms,” said SEC Commissioner Mark T. Uyeda. “We will remain focused on coherent and transparent policymaking, as well as meaningful engagement with market participants to promote compliance, and wield the authority of enforcement in a more appropriate manner, guided by investor protection above all.” 

Supporting Detail

In connection with its fiscal year 2025 enforcement actions, the Commission obtained orders for monetary relief totaling $17.9 billion, of which was $10.8 billion in disgorgement of ill-gotten gains and prejudgment interest and $7.2 billion in civil penalties. And some of the actions in which the Commission obtained orders for monetary relief included disgorgement amounts that the Commission deemed satisfied, in whole or in part, by a court order in a separate non-SEC action (e.g., a restitution or forfeiture order in a parallel criminal proceeding). After excluding these “deemed satisfied” amounts, which historically had not been broken out or excluded in annual Commission statistics, and the judgments against Robert Allen Stanford and other defendants in the Commission’s long-running litigation concerning their $8 billion Ponzi scheme, the monetary relief obtained in fiscal year 2025 totaled $1.4 billion in disgorgement and prejudgment interest and $1.3 billion in civil penalties.

In fiscal year 2025, some market participants self-reported violations, co-operated meaningfully[3] with the Division’s investigations, and/or remediated[4] securities law violations. As a result, the Division recommended, and the Commission approved, resolutions imposing reduced civil penalties[5] or declined to recommend an enforcement action against a party. During fiscal year 2025, the Commission returned approximately $262 million to harmed investors and awarded approximately $60 million to 48 individual whistleblowers. In addition, the SEC received a record 53,753 tips, complaints, and referrals in fiscal year 2025, nearly 19 percent more than in the prior fiscal year.

Protecting Retail Investors

The fiscal year 2025 enforcement results demonstrate the Commission’s focus on protecting the interests of retail investors, who may be particularly vulnerable to securities fraud, while prioritizing identifying and remedying fraudulent conduct. The Division devoted significant resources to this critical area in fiscal year 2025 and brought actions to address conduct involving fraudsters who targeted veterans, seniors, and members of a religious community.

The Division filed several noteworthy actions, including:

• Paramount Management Group, LLC, Prestige Investment Group, LLC, and their founder, Daryl F. Heller, in connection with a Ponzi scheme that allegedly defrauded approximately 2,700 investors, many of whom were retail investors, and resulted in $400 million in investor losses;
• First Liberty Building & Loan, LLC and its owner, Edwin Brant Frost IV, in connection with an alleged Ponzi scheme that defrauded approximately 300 investors of more than $140 million;
• Nightingale Properties, LLC and its founder Elchonon “Elie” Schwartz in connection with allegedly raising $60 million from approximately 700 retail investors through false representations and misappropriating more than $52 million in investor funds;
• Massachusetts-based biopharmaceutical company Allarity Therapeutics, Inc. for disclosure failures that concealed from the investing public a harsh critique levied by the FDA regarding the company’s flagship cancer drug candidate; and
• Vanguard Advisers, Inc., a registered investment adviser, for failing to adequately disclose conflicts of interest when recommending to prospective and existing clients that they enroll in a fee-based advisory service that provided ongoing portfolio management of their accounts.

Holding Individual Wrongdoers Accountable

In fiscal year 2025, the Commission prioritized charging individuals for violating federal securities laws and will continue to do so. Of the standalone actions filed during this past fiscal year, approximately two-thirds involved charges against one or more individual bad actors (a 27 percent year-over-year increase), and nearly nine out of every 10 standalone actions filed under Acting Chairman Uyeda and Chairman Atkins involved individual charges. The Commission also obtained orders barring 119 individuals from serving as officers and directors of public companies.

Holding individual wrongdoers accountable benefits the investing public by seeking to provide specific and general deterrence, and, particularly where injunctive and other non-monetary remedies are imposed, protecting markets and investors from future misconduct by those same bad actors.

Combatting Securities Fraud Wherever it Occurs

The Commission continued to pursue enforcement actions involving potential market manipulation, such as account takeover and “pump-and-dump” or “ramp-and-dump” schemes involving foreign-based companies and gatekeepers. In September 2025, the Commission formed the Cross-Border Task Force to help address the serious threat that fraudsters located abroad pose to U.S. investors and markets, and several enforcement actions from fiscal year 2025 demonstrate the Commission’s commitment to pursuing transnational fraud that harms American investors.

Safeguarding Markets from Abusive Trading

Central to the Commission’s enforcement efforts are detecting and deterring market abuses, including insider trading, market manipulation, and myriad other practices that interfere with fair, orderly, and efficient markets.

In fiscal year 2025, the Commission brought a number of actions covering a wide range of abusive trading practices, including against a California resident for allegedly conducting a manipulative trading scheme known as “spoofing” through which he obtained approximately $234,000 in ill-gotten gains.

The Commission also filed insider trading charges against, among others:

• a former Vice President of Drug Safety and Pharmacovigilance at a biopharmaceutical company;
• a former investor relations executive and two others; and
• a former Head of Equity Trading at an investment firm.

Deploying Resources Judiciously as to Emerging Technologies

In fiscal year 2025, the Commission made a necessary course correction in its approach to enforcing the federal securities laws in the context of crypto assets.[6] The Division remains committed to detecting, deterring, and bringing actions against those seeking to take advantage of investors by misusing new technologies. In February 2025, the Commission announced the launch of the Cyber and Emerging Technologies Unit to complement the work of the Crypto Task Force and to protect investors by combatting misconduct as it relates to securities transactions involving blockchain technology, AI, account takeovers, cybersecurity, and other areas.

During fiscal year 2025, the Division charged:

• New York City-based Unicoin, Inc. and four of its current or former top executives for alleged false and misleading statements in an offering of certificates that purportedly conveyed rights to receive crypto assets called Unicoin tokens and in an offering of Unicoin, Inc.’s common stock;
• PGI Global founder Ramil Palafox for allegedly orchestrating a $198 million crypto asset and foreign exchange fraud scheme that involved the offer and sale of “membership” packages, which he claimed guaranteed investors high returns from supposed crypto asset and foreign exchange trading, and for misappropriating more than $57 million; and
• The founder and former CEO of artificial intelligence company Nate, Inc. with fraudulently soliciting investments and raising more than $42 million through the sale of company stock by allegedly making false and misleading statements about the company’s use of artificial intelligence.

Litigation Highlights

The Division prevailed in several cases at trial and on summary judgment in fiscal year 2025, including:

Trial Victories

• SEC v. Gallagher (S.D.N.Y.) – In 2021, the Commission charged defendant Steven M. Gallagher with allegedly committing securities fraud through a scheme to manipulate stocks using Twitter. In September 2025, after a nine-day trial, the jury found Gallagher liable for securities fraud and manipulative trading. As demonstrated at trial, between December 2019 and October 2021, Gallagher used his Twitter account to encourage his numerous followers, including many retail investors, to buy stocks in which Gallagher had already amassed holdings. Gallagher then sold those stocks while he continued to recommend others buy them, never disclosing that he was selling the stocks. Gallagher repeated this pattern with more than 30 microcap stocks, making illicit trading profits in excess of $2.6 million. For two of these stocks, Gallagher was also found to have engaged in manipulative trading by “marking the close” – a strategy involving placing end-of-day orders to buy stock at above-market prices to artificially increase the stock’s price.
• SEC v. Minuskin, et al. (S.D. Cal.) – In 2022, the Commission charged defendant Thomas F. Casey and other co-defendants for their alleged roles in a fraudulent securities offering that targeted retirees’ retirement accounts. In June 2025, after a five-day trial and less than two hours of deliberation, the jury found Casey liable for inducing more than 200 people to invest in excess of $10 million into Golden Genesis, a venture to supposedly create blood banks for selling human plasma from young donors for anti-aging treatments, based on false claims including that the investments would generate guaranteed high returns and be secured by the company’s assets. As demonstrated at trial, the funds were not secured, and Casey used investor funds to compensate himself and to prop up the scheme by paying back other investors, causing approximately $8 million in losses to the victims.
• SEC v. Cutter Financial Group, et al. (D. Mass.) – In 2023, the Commission charged Massachusetts-based investment adviser Jeffrey Cutter and his advisory firm, Cutter Financial Group, LLC, for allegedly recommending that their advisory clients invest in insurance products that paid a substantial up-front commission without adequately disclosing the defendants’ financial incentive to sell the products. In April 2025, after a seven-day trial, the jury found Cutter and his firm liable for violating Section 206(2) of the Investment Advisers Act of 1940. The jury found for the defendants on claims the Commission alleged under Sections 206(1) and (4) of the Act.

Summary Judgment Victories

• SEC v. Brown, et al. (N.D. Tex.) – In 2024, the Commission charged defendants Matthew Brown and his company for allegedly engaging in a fraudulent scheme to submit and publicly tout a bogus offer to invest $200 million in Virgin Orbit Holdings, Inc., which was on the verge of bankruptcy. Among other things, to convince Virgin Orbit that the offer was legitimate, the Commission’s complaint alleged that Brown sent Virgin Orbit a fabricated screenshot of his company’s bank account purporting to show a balance of more than $182 million, when the bank account had less than $1. In August 2025, the court granted the Commission’s motion for summary judgment and found that Brown and his company violated Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder.
• SEC v. Melton, et al. (M.D.N.C.) – In 2023, the Commission charged recidivist Marshall Melton and a business he controlled with allegedly conducting an offering fraud that largely targeted older investors. In April 2025, the court granted the Commission’s motion for summary judgment and found that Melton and his business violated the antifraud provisions of the federal securities laws by raising funds purportedly for a real estate development project without disclosing to investors that he actually was using the funds for personal and unrelated expenses. The court also found that the defendants had an affirmative duty to disclose Melton’s securities disciplinary history.

The roundtable will be held at the SEC’s headquarters at 100 F Street, N.E., Washington, D.C., from 9 a.m. to 3:15 p.m. ET. The event will be open to the public and webcast live on the SEC’s website.  Doors will open at 8 a.m. ET.

For in-person attendance, please register in advance. Visitors will be subject to security checks.

For online attendance, registration is not necessary; a link to watch the event will be available on April 16 at www.sec.gov, and a recording will be available at a later date on the SEC’s website.

The agenda and panelists as well as more information, including how to submit comments, are available on the SEC Roundtable on Options Market Structure event page.

Throughout April, SEC staff will provide information to help investors as they create a plan to reach their financial goals and pursue their version of financial independence. Key considerations include starting early; living within your means; investing consistently in a long-term, diversified, risk-appropriate plan; paying down high-interest debt; and having an emergency fund.

"In the spirit of ​America's 250th anniversary, I encourage individuals and families to reflect on the pivotal role that investing can play in achieving their own financial independence," said SEC Chairman Paul S. Atkins. "America's capital markets are the envy of the world, and engaging with them in a risk-appropriate manner can be foundational for a strong financial future."

Staff will also provide investors with information about the benefits of long-term investing using tax-advantaged accounts, building wealth, the power of compound growth, avoiding scams and planning for retirement.

"Investing early helps Americans build wealth for a strong financial future," said John Moses, Acting Director of the SEC's OIEA. “A great way to get started is to create a long-term, diversified plan that helps investors reach their goals. Building wealth slowly by regularly setting money aside for investments helps investors benefit from compound growth, which can drive life-changing results over time.”

OIEA issued an investor bulletin “Investor.gov Tips for 2026” that highlights important information on Investor.gov to help investors make informed investment decisions and avoid investment fraud. Investors can also test their investing knowledge by taking April’s Financial Literacy Month Quiz.

SEC outreach events in April include presentations to military service members and veterans; webinars and events providing investor education and fraud prevention information to older adults; and financial education activities for teachers and students. For more information, visit Investor.gov. 

“After a decade of increasing costs, today’s amendment builds on last year’s progress towards a more efficient and cost-effective CAT. It is a step in the right direction, but there are still many more steps to be taken,” said SEC Chairman Paul S. Atkins. “The Commission’s ongoing comprehensive review of the CAT will consider the sustainability of the CAT’s budget, and we expect the Plan Participants that operate the CAT and the industry to work together towards further cost savings.”

“The Division supports efforts by the CAT NMS Plan Participants to control the sizeable costs of operating the CAT.  We expect these efforts to continue and look forward to additional progress,” said Jamie Selway, Director of the SEC’s Division of Trading and Markets.

The amendment approved today expands on cost savings measures approved by the Commission in 2025, and will allow the Plan Participants to, among other things: (1) cease creating interim lifecycle linkages absent request by an authorized regulatory user; (2) delete certain CAT data, including all CAT data older than three years; (3) ease requirements related to the re-processing of late records; (4) cease providing certain functionality associated with the online targeted query tool; (5) cease reporting of rejected messages received by Plan Participants; (6) relax certain processing deadlines for CAT data; (7) implement a revised approach for the generation of anonymized customer identifiers; and (8) implement a spending cap provision governing future changes to the CAT.

The Commission estimates that today’s amendment will result in approximately $50 million to $70 million in annual cost savings as compared to the 2025 CAT budget, and approximately $19.4 to $24.1 million in incremental additional cost savings as compared to estimated savings with the implementation of cost savings exemptive relief granted by the Commission in 2025. 

“After more than a decade of uncertainty, this interpretation will provide market participants with a clear understanding of how the Commission treats crypto assets under federal securities laws. This is what regulatory agencies are supposed to do: draw clear lines in clear terms,” said SEC Chairman Paul S. Atkins. “It also acknowledges what the former administration refused to recognize – that most crypto assets are not themselves securities. And it reflects the reality that investment contracts can come to an end. This effort serves as an important bridge for entrepreneurs and investors as Congress works to advance bipartisan market structure legislation, which I look forward to implementing with Chairman Selig in the near future.”

“For far too long, American builders, innovators, and entrepreneurs have awaited clear guidance on the status of crypto assets under the federal securities and commodity laws,” said CFTC Chairman Michael S. Selig. “With today’s interpretation, the wait is over. Chairman Atkins and I are committed to fostering a regulatory environment that allows the crypto industry to flourish in the United States with clear and rational rules of the road. Today’s joint agency action reflects a shared commitment to developing workable, harmonized regulations for the new frontier of finance.”

The Commission interpretation:

• Provides a coherent token taxonomy for digital commodities, digital collectibles, digital tools, stablecoins, and digital securities.
• Addresses how a “non-security crypto asset”—which is a crypto asset that itself is not a security—may become subject to, and how it may cease to be subject to, an investment contract.
• Clarifies the application of federal securities laws to airdrops, protocol mining, protocol staking, and the wrapping of a non-security crypto asset.

Market participants—from innovators and issuers to individual investors—should review this interpretation to better understand the regulatory jurisdiction between the SEC and CFTC. The interpretation will be published on SEC.gov and in the Federal Register. 

“We continue to provide increasing amounts of useful data to the public,” said Dr. Joshua T. White, Chief Economist and Director of the SEC’s Division of Economic and Risk Analysis. “These updates offer insight into how our markets are functioning and increase overall transparency for investors, issuers, and the public.”

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.

These findings and other statistics can be found on the SEC’s public statistics and data visualizations webpage. The webpage provides statistics presented in time series charts to show market trends, pie charts to show distribution across different categories, as well as heat maps to show geographic distributions. The visuals are interactive and downloadable, thus allowing the public to explore the information they are interested in.

In addition to the statistics updates, Commission staff also released a report on The Financial Conditions of Security-Based Swap Dealers. The report presents statistics on selected measures of SBSDs’ financial conditions, including statistics on assets held, cash, financial leverage, profitability, and aggregate positions in security-based swaps, swaps, and mixed swaps. 

DERA integrates financial economics and rigorous data analytics into the SEC’s core mission. It conducts detailed, high-quality economic and statistical analyses to advise on Commission matters and helps identify and respond to issues, trends, and innovations in the marketplace.

Since its adoption, Rule 15c2-11’s focus has been on preventing certain manipulative and fraudulent trading schemes in the OTC equity markets. The proposed amendments would amend Rule 15c2-11 to refer to only equity securities.

“Regulations should be appropriately tailored to fit the asset class to which they apply,” said SEC Chairman Paul S. Atkins. “This proposal would clarify regulatory obligations when publishing quotations and affirm what was always understood: Rule 15c2-11 applies to equity securities.”

The proposing release is published on SEC.gov and will be published in the Federal Register. The comment period will remain open for 60 days after the date of publication of the proposing release in the Federal Register.

The Securities and Exchange Commission today announced that Judge Margaret A. Ryan has resigned from her role as Director of the Division of Enforcement. Principal Deputy Director Sam Waldon has been named Acting Director of the Division, effective March 16, 2026.  

“For decades, regulatory turf wars, duplicative agency registrations, and different sets of regulations between the SEC and CFTC have stifled innovation and pushed market participants to other jurisdictions,” said SEC Chairman Paul S. Atkins. “This updated Memorandum of Understanding will serve as a roadmap for a new era of harmonization between the agencies – one that is critical to support U.S. leadership in this next chapter of financial innovation. By aligning regulatory definitions, coordinating oversight, and facilitating seamless, secure data sharing between agencies, we will ensure our rules and regulations deliver the clarity market participants deserve.”

“America’s financial markets are the envy of the world because they scale and adapt to meet investor demands. Like our markets, the CFTC’s and SEC’s regulatory frameworks must also evolve and modernize to accommodate the needs of our market participants,” said CFTC Chairman Michael S. Selig. “This Memorandum of Understanding solidifies the agencies’ commitment to harmonize regulatory frameworks to provide comprehensive and seamless financial market oversight. By working together, we’ll eliminate duplicative, burdensome rules and close gaps in regulation for the benefit of all Americans and usher in a Golden Age of American finance.”

In conjunction with the MOU, the agencies created a Joint Harmonization Initiative to advance coordinated oversight and promote regulatory clarity in areas of common regulatory interest. The initiative will support coordination across the policymaking, examination and enforcement functions of each agency, particularly for joint applications and shared policy efforts, including:

• Clarifying product definitions through joint interpretations and rulemakings.
• Modernizing clearing, margin, and collateral frameworks.
• Reducing frictions for dually registered exchanges, trading venues, and intermediaries.
• Providing a fit-for-purpose regulatory framework for crypto assets and other emerging technologies.
• Streamlining regulatory reporting for trade data, funds, and intermediaries.
• Coordinating cross-market examinations, economic analyses, risk monitoring, surveillance, and enforcement.

The Joint Harmonization Initiative will be co-led by Robert Teply (SEC) and Meghan Tente (CFTC).

This announcement follows previously announced efforts to harmonize the agencies’ regulatory frameworks, which is further described on the SEC website and the CFTC website. Public input is encouraged and may be submitted through the written input form or a meeting request.

The meeting will also be webcast on the SEC website and consist of two panels:

• Public Company Disclosure Reform
• Fund Proxy Voting: Challenges, Costs, and Pathways to Modernization

The committee also will discuss a potential recommendation regarding the tokenization of equity securities. The full agenda is available on the committee’s webpage.

The Investor Advisory Committee, which focuses on investor-related interests, advises the Commission on regulatory priorities and various initiatives to help protect investors and promote the integrity of the U.S. securities markets. Established by statute, the committee is authorized by Congress to submit findings and recommendations to the Commission.

Learn more on the Investor Advisory Committee webpage.

“The U.S.-listed options market has seen remarkable growth, particularly among retail investors,” said SEC Commissioner Hester M. Peirce. “The roundtable will offer the Commission a valuable opportunity to foster public dialogue that celebrates the market’s achievements while also considering areas for further reflection, ultimately supporting ongoing growth and expanding opportunities for all investors.”

The roundtable will be open to the public and held at the SEC’s headquarters at 100 F Street, N.E., Washington, D.C. The discussion will be streamed live on SEC.gov, and a recording will be available at a later date.

Information regarding the roundtable’s agenda and speakers will be posted before the event. Please note that the number of in-person participants may be limited and visitors will be subject to security checks.

Members of the public who wish to provide their views on listed options market structure may submit their comments electronically or on paper. Please submit comments using one method only. Information that is submitted will become part of the public record of the roundtable and posted on the SEC’s website and all comments received will be posted without change. Persons submitting comments are cautioned that personal identifying information is not redacted or edited from comment submissions, and they should only submit information that they wish to make publicly available. All submissions should refer to File Number 4-887, and the file number should be included on the subject line if email is used.

Electronic Comments:

Use the SEC’s online submission form or send an email to rule-comments@sec.gov with “File Number 4-887” included in the subject line.

Paper Comments:

Send paper comments to Vanessa Countryman, Secretary, Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549-1090.

Directors and officers of FPIs with a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934 (Exchange Act) must begin disclosing their holdings and transactions in the FPI’s equity securities on March 18, 2026, the effective date of the HFIA Act.

The HFIA Act, enacted on Dec. 18, 2025, amended Section 16(a) of the Exchange Act to require every person who is a director or an officer of an Exchange Act reporting FPI (but not “10 percent holders” who beneficially own more than 10 percent of any class of equity securities of such FPIs) to file Section 16 reports electronically and in English. The HFIA Act mandates that the Commission issue final regulations (or amend or rescind existing regulations in whole or in part) to carry out the amendments made by the HFIA Act no later than 90 days after the date of enactment.

The SEC’s final rule amendments revise the following rules and forms to reflect the changes made by the HFIA Act:

• Rule 3a12-3(b) to remove the current exemption from Section 16 in its entirety and replace it with exemptions from the Section 16(b) short-swing profit rules and Section 16(c) short selling prohibition only
• Rule 16a-2, which identifies persons and transactions subject to Section 16, to exclude 10 percent holders of FPIs’ equity securities from the requirements of Section 16(a) and related rules
• Section 16 reports

The adopting release is published on the SEC website and will be published in the Federal Register.

The SEC–FSA Dialogue builds upon longstanding efforts between the two authorities to increase cooperation and strengthen collaboration on key cross-border issues and developments.

Commissioner Mark T. Uyeda led the Dialogue for the SEC and Mr. MIYOSHI Toshiyuki, Vice Minister for International Affairs at the FSA, led the Dialogue for the FSA.

"The Dialogue between the SEC and the FSA reinforces and grows one of our most important capital market relationships,” said SEC Commissioner Mark T. Uyeda. “Our work with colleagues across the Pacific is critical to protecting investors and I look forward to future opportunities for cooperation between our authorities."

"Our Dialogue has further strengthened the longstanding and robust partnership between our two authorities,” said Mr. MIYOSHI Toshiyuki, Vice Minister for International Affairs, FSA. “We remain committed to continued cooperation to promote the integrity of global capital markets and enhance investor protection."

At the Spring Dialogue, participants discussed recent market developments, as well as the strategic priorities of both authorities. They also exchanged views on various regulatory and supervisory matters, including developments in crypto and digital assets, and explored opportunities for closer coordination in multilateral fora.

The next SEC-FSA Dialogues are scheduled to be convened in Tokyo in the fall of 2026 and in Washington, D.C., in the spring of 2027.