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.

The Securities and Exchange Commission today announced it will hold a roundtable on March 4 to discuss private market valuations and responsible retailization.

“This is an important and long-overdue step that builds on the Division of Enforcement’s commitment to transparency, fairness, and process while ensuring it remains able to fulfill its mission,” said SEC Chairman Paul S. Atkins. “I applaud Judge Ryan’s and the staff’s work on revisions to the manual and their commitment to a continued review of the manual going forward to ensure its procedures remain current, effective, and relevant.”

“The SEC’s modified Enforcement Manual seeks to clarify, and enhance the public’s understanding of, how we enforce the federal securities laws,” said Margaret A. Ryan, Director of the SEC’s Division of Enforcement. “Our updates to the Enforcement Manual ensure greater uniformity, reflect the Division’s best practices, and improve our staff’s ability to carry out the mission-critical work they do on behalf of investors.”

Updates to the Enforcement Manual include changes in the following areas:

1. Ensuring a uniform Wells process: The updated Enforcement Manual emphasizes the importance of open, informed, and thoughtful dialogue between SEC staff and potential respondents and defendants, with the goal of producing better outcomes and ensuring the fair and timely resolution of investigations and recommendations of possible enforcement actions. - To encourage this dialogue and facilitate greater consistency in the Wells process, the Enforcement Manual updates provide that recipients of a Wells notice will ordinarily receive four weeks to make Wells submissions. The update also gives guidance on what makes a Wells submission most helpful to the staff and the Commission. The updated Enforcement Manual provides that Wells meetings will be scheduled within four weeks of receipt of a Wells submission and will include a member of senior leadership within the Division. - The processes and timelines set out in the updated Enforcement Manual are intended to ensure that the Division acts promptly to achieve the Commission’s three-part mission while also allowing parties affected by an enforcement investigation to learn more quickly whether the staff will recommend closure of an investigation or an enforcement action, as well as help ensure efficient use of Commission resources.

    

2. Facilitating simultaneous consideration of settlement recommendations and waiver requests: The updated Enforcement Manual reflects that the Commission recently restored its prior practice of permitting a settling party to request that the Commission simultaneously consider an offer of settlement and any related request for a Commission waiver from automatic disqualifications and other collateral consequences that result from the underlying enforcement action. By providing potential parties to an SEC action with greater visibility into the collateral effects of a settlement, these updates conserve Commission resources, enhance the transparency of its processes, and protect investors by driving significant efficiencies in the resolution of investigations.

    

3. Additional Updates to the Enforcement Manual: The updated Enforcement Manual details the Division’s framework for evaluating cooperation, including the impact of cooperation on civil penalties. It also includes: changes intended to encourage more consistent internal collaboration, updates regarding the formal order process, an updated framework for referrals to criminal authorities, and other changes intended to conform the Enforcement Manual to current best practices within the Division.

The proposed amendments to Form N-PORT follow a review (in accordance with a Presidential Memorandum) of the amendments the Commission made to the form in 2024. The proposal considers developments that have occurred after the Commission’s adoption of those amendments.

“Reducing unnecessary reporting burdens and increasing efficiency in disclosure requirements is a top priority of the Commission,” said SEC Chairman Paul S. Atkins. “This proposal provides registrants additional time to file the form, refines reporting items, and reduces the frequency of public reporting of fund portfolio holdings – all the while retaining insight into funds’ portfolio-related issues.”

The proposed amendments to Form N-PORT would:

• Provide reporting funds with an additional 15 days to file monthly reports of portfolio-related information on Form N-PORT, which is designed to reduce the potential for errors and resubmissions
• Reduce the publication of reports from monthly to quarterly, a change designed to protect a fund’s shareholders by reducing the risks of more frequent public disclosure, such as external parties using information about a fund’s portfolio holdings in ways that increase costs for the fund and its shareholders
• Modify Form N-PORT reports to streamline or remove certain reported information, including removing “Names Rule” reporting, and add information about funds with share classes that operate as exchange-traded funds

In connection with the proposed amendments, but by separate action, the Commission is extending the compliance dates for those Form N-PORT reporting requirements related to the “Names Rule” under the Investment Company Act of 1940, which addresses certain investment company names. This extension will provide additional time for funds and the Commission to consider the proposed amendments to Form N-PORT and avoid certain costs associated with regulatory requirements that the Commission is proposing to eliminate.

The new compliance dates are Nov. 17, 2027, for fund groups with net assets of $10 billion or more and May 18, 2028, for fund groups with less than $10 billion in net assets as of the end of their most recent fiscal year.

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

The forum brings together members of the public and private sectors to discuss and provide suggestions to improve policy affecting how entrepreneurs, small businesses, and smaller public companies raise capital from investors.

"The annual Small Business Forum is a unique opportunity for innovators, investors, advisors, and policymakers to come together and help identify challenges in capital raising,” said SEC Chairman Paul S. Atkins. “I encourage members of the public to join us to share ideas and have their voices heard on ways to improve capital formation."

The event will feature appearances by SEC Commissioners and discussions with thought leaders from across the small business ecosystem on capital raising by early- to late-stage private companies and smaller public companies. Both in-person and online participants will have the opportunity to submit policy recommendations in advance by emailing smallbusiness@sec.gov by noon ET on March 5. Online voting to prioritize recommendations to be included in the report for the Commission and Congress will open to the public at the end of the event.

The reports provide the public with information about the growth in active ETFs and the changes in fees paid by investors when mutual funds and ETFs acquire other funds.     

“With more than 3600 ETFs holding assets exceeding $10 trillion, understanding this market is critical, not just because of its size, but because of its evolving dynamics” said Dr. Joshua T. White, Chief Economist and Director of the SEC’s Division of Economic and Risk Analysis. “Active ETFs, while still a smaller segment of the market, are growing rapidly and now rival passive funds in number, reflecting a shift toward more actively managed strategies. At the same time, our research shows that fund mergers can deliver meaningful fee reductions for investors. These trends highlight the importance of ongoing analysis to ensure transparency and resilience in this fast-changing landscape.”

The two reports issued today are:

• The Fast-Growing Market of Active ETFs examines the general characteristics of active ETFs. Despite representing a relatively small portion of the total ETF managed assets, the number and assets of active ETFs have experienced significant, steady growth in recent years, outpacing the growth rate of passive ETFs. Although high asset growth rates are typical for a relatively new market segment, the rapid expansion of the number of active ETFs, which is now close to the number of passive funds, is noteworthy. Active ETFs generally appear to have higher levels of active portfolio management as indicated by their lower level of return alignment with the underlying benchmark return, higher portfolio turnover rates, and greater use of derivatives.
• When Funds Merge: What Happens to Fees? Evidence from Acquiring Mutual Funds and ETFs explores how mergers of mutual funds and ETFs are associated with changes to the fees paid by investors in funds that acquired another fund through a merger (acquiring funds), specifically expense ratios, management fees, and Rule 12b-1 fees. The analysis uses data from 2010 to 2023 and focuses on over 1,800 U.S. mutual fund mergers that occurred between 2011 and 2023, allowing for at least one year of pre-merger observations. The results suggest that mergers are generally associated with lower fees for investors in acquiring funds, and the size and type of those savings vary by fund type and the structure of the merger.

SEC staff also updated the SEC’s public statistics and data visualizations webpage to include updated statistics and visualizations on municipal advisors, transfer agents, and security-based swap dealers (SBSDs). 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.

The Sarbanes-Oxley Act of 2002 established the PCAOB to oversee the audits of public companies and broker-dealers in order to protect the interests of investors and further the public interest in the preparation of informative, accurate, and independent audit reports. The PCAOB accomplishes these goals through registering public accounting firms, setting auditing standards, conducting inspections, and pursuing disciplinary actions. The PCAOB is subject to oversight by the SEC.

“I am confident that this new Board will usher in a new day at the PCAOB—one of sensible, efficient oversight of auditors,” said SEC Chairman Paul S. Atkins in a statement. “The newly appointed Chairman and Board members have already demonstrated a profound commitment to protecting investors and responsible use of such funds by accepting compensation much more in line with the ethos of public service. I look forward to working with this Board as it refocuses on the PCAOB’s core statutory mission—protecting investors and furthering the public interest in the preparation of informative, accurate, and independent audit reports.”

SEC Chief Accountant Kurt Hohl said, “We look forward to working with the new Board in connection with furthering the PCAOB’s central mission of promoting investor protection.”

Chairman Atkins added, “I would like to thank George Botic for his leadership in serving as Acting Chairman for the last six months. I also would like to thank Christina Ho, Kara Stein and Anthony Thompson for their dedicated service as members of the Board.”

New PCAOB Members

Demetrios (Jim) Logothetis, Chairman, will serve a term ending on October 24, 2030. Mr. Logothetis serves on the board of The Republic Bank of Chicago, where he chairs the audit committee, and on the advisory council of CrossCountry Consulting, a privately owned consultancy firm. In 2019, Jim retired from Ernst and Young (EY) after forty years with the firm, during which time he served as the lead partner for several of EY’s largest clients. He held a number of leadership roles with the firm, including Vice-Chair of Global Accounts, Managing Partner of the Midwest U.S assurance and advisory practices, and Chairman of the German Business Center in the United States. He also served as Senior Advisor in U.S. Department of Housing and Urban Development’s Office of the Assistant Secretary and Chief Financial Officer, where he led the Audit Coordination Committee for Ginnie Mae. He holds an M.B.A. degree in Accounting, Finance, and International Business from The University of Chicago Booth Graduate School of Business and a B.S. degree in Accountancy from De Paul University.

Mark Calabria will serve a term ending on Oct. 24, 2027. Mr. Calabria is currently an Associate Director and Chief Statistician with the U.S. Office of Management and Budget and a Senior Advisor to the Office of the Director of the Consumer Financial Protection Bureau. His prior service includes Director of the Federal Housing Finance Agency, Assistant to the Vice President, Deputy Assistant Secretary with the U.S. Department of Housing and Urban Development, and Senior Economist at the National Association of Realtors. He has a B.A and Ph.D. in Economics from George Mason University.

Kyle Hauptman will serve a term ending on Oct. 24, 2029. Mr. Hauptman is currently the Chairman of the National Credit Union Administration (NCUA). He was originally appointed by President Trump and confirmed by the Senate to serve as a Board Member in December 2020. He was elevated to Chairman of the NCUA in January 2025. He previously served on the Senate Banking Committee staff, as a staff director and as Economic Policy Counselor to a senator. He has also held positions at the American Enterprise Institute, Jefferies and Co., and Lehman Brothers. He holds an M.B.A. degree from Columbia Business School and a B.A. from University of California, Los Angeles.

Steven Laughton will serve a term ending on Oct. 24, 2026. Mr. Laughton is currently Board Counsel to PCAOB Board Member Christina Ho. Prior to joining the PCAOB in 2022, he spent more than thirty years with the U.S. Department of the Treasury. His roles at the Treasury Department included Senior Counsel to the General Counsel, where he helped establish the Paycheck Protection Program, and Assistant General Counsel, where he supervised more than 50 attorneys and staff and advised on a wide range of matters, including cybersecurity, consumer financial policy, disclosure, privacy, and advisory committees. He holds a B.A. in Political Science and French from Tufts University and a J.D. from Case Western Reserve University School of Law.

The SEC’s complaint against Luthar alleges that he directed “adjustments” to Nutrition’s transactions with other ADM business segments when Nutrition was falling short of its operating profit targets for fiscal years 2021 and 2022. According to the complaint, the adjustments included retroactive rebates and price changes not customarily available to ADM’s third-party customers that were essentially one-sided transfers of operating profit to Nutrition, with the goal of making it appear that Nutrition was meeting the 15% to 20% per year operating profit growth Luthar and other ADM executives projected to investors.

The SEC’s settled order against ADM, Macciocchi, and Young finds that Macciocchi and Luthar led efforts to identify and structure adjustments for fiscal years 2021 and 2022, and that Young negligently approved improper adjustments for fiscal years 2019 and 2021. These adjustments also included retroactive rebates and price changes, were targeted to specific dollar amounts to hit Nutrition’s operating profit goals or mask a shortfall, and were not provided to third parties, according to the order.

The SEC considered ADM’s cooperation and significant remedial measures in accepting its settlement offer. Specifically, the company conducted an internal investigation, voluntarily reported its findings to the staff, and provided the staff with additional analyses from an outside accounting expert.  ADM’s remedial measures included implementing new internal accounting controls around intersegment transactions, amending its policies and procedures, and testing the effectiveness of its new controls, among other things.

The order creates a Fair Fund to distribute the ordered monetary relief to investors harmed by the violations.

“Transparent and honest disclosure are key to maintaining market integrity, so when ADM misled its investors, the SEC stepped in to protect them and the market,” said Judge Margaret A. Ryan, Director of the SEC’s Division of Enforcement. “The SEC is steadfast in its commitment to rooting out fraud and holding accountable wrongdoers, while also engaging market participants constructively to ensure the right outcomes are achieved in a timely and fair manner. In this matter, we credit ADM’s cooperation and its efforts to avoid future accounting and disclosure violations.”

The complaint alleges, and the order finds, that the adjustments rendered ADM’s annual and quarterly reports false and misleading because the adjustments resulted in transactions inconsistent with ADM’s representation that intersegment transactions were recorded at amounts “approximating market.” Further, the order finds that ADM overstated Nutrition’s operating profit for fiscal years 2019, 2021, and 2022, the third quarter of 2019, and all quarters in 2021 as a result of the adjustments.

The complaint, filed in the U.S. District Court for the Northern District of Illinois, charges Luthar with violating the antifraud provisions of the federal securities laws, aiding and abetting ADM’s violations of the antifraud, reporting, books and records, and internal accounting control provisions of the federal securities laws, and failing to reimburse ADM for certain executive compensation as required. The complaint seeks permanent injunctions, an officer and director bar, disgorgement of ill-gotten gains with prejudgment interest, civil penalties, and reimbursement of certain executive compensation to ADM pursuant to the Sarbanes-Oxley Act.

The SEC’s order finds that ADM, Macciocchi, and Young violated the antifraud, reporting, internal accounting controls, and books and records provisions of the federal securities laws, and that Macciocchi and Young caused certain of ADM’s violations. Without admitting or denying the findings, ADM, Macciocchi, and Young agreed to cease and desist from committing or causing any violations and any future violations of the relevant provisions of the federal securities laws, and ADM has voluntarily undertaken to cooperate fully with the Commission in the litigation and any other proceedings related to the matters described in the order. ADM agreed to pay a $40,000,000 civil penalty, Macciocchi agreed to pay disgorgement and prejudgment interest totaling $404,343 and a civil penalty of $125,000, and Young agreed to pay disgorgement and prejudgment interest totaling $575,610 and a civil penalty of $75,000. Macciocchi also agreed to a three-year officer and director bar. 

“For too long, market participants have been forced to navigate regulatory boundaries that are unclear in application and misaligned in design, based solely on legacy jurisdictional silos,” said SEC Chairman Paul S. Atkins and CFTC Chairman Michael S. Selig. “This event will build on our broader harmonization efforts to ensure that innovation takes root on American soil, under American law, and in service of American investors, consumers, and economic leadership.”

Title: SEC – CFTC Harmonization: U.S. Financial Leadership in the Crypto Era

Date: Thursday, January 29, 2026

Time: 2:00 pm – 3:00 pm ET

Host: CFTC Headquarters at Three Lafayette Centre, 1155 21st Street NW, Washington, DC 20036

Agenda:

• 2:00 – 2:05 PM: Introduction from Chairman Paul Atkins
• 2:05 – 2:20 PM: Opening Remarks from Chairman Mike Selig
• 2:20 – 2:50 PM: Fireside Chat with Chairmen Atkins, Selig
  • Moderator: Eleanor Terrett, Co-Founder and Host, Crypto in America

The event, held at CFTC headquarters, will be open to the public and webcast live on the SEC’s website. Doors will open at 1:30 p.m.

For online attendance, registration is not necessary. For in-person attendance, please register in advance.

“For too long, market participants have been forced to navigate regulatory boundaries that are unclear in application and misaligned in design, based solely on legacy jurisdictional silos,” said SEC Chairman Paul S. Atkins and CFTC Chairman Michael S. Selig. “This event will build on our broader harmonization efforts to ensure that innovation takes root on American soil, under American law, and in service of American investors, consumers, and economic leadership.”

Title: SEC – CFTC Harmonization: U.S. Financial Leadership in the Crypto Era

Date: Tuesday, January 27, 2026

Time: 10:00am – 11:00am ET

Host: CFTC Headquarters at Three Lafayette Centre, 1155 21st Street NW, Washington, DC 20036

Agenda:

• 10:00 – 10:05 AM: Introduction from Chairman Paul Atkins
• 10:05 – 10:20 AM: Opening Remarks from Chairman Mike Selig
• 10:20 – 10:50 AM: Fireside Chat with Chairmen Atkins, Selig
  • Moderator: Eleanor Terrett, Co-Founder and Host, Crypto in America

The event, held at CFTC headquarters, will be open to the public and webcast live on the SEC’s website. Doors will open at 9:30 a.m.

For online attendance, registration is not necessary. For in-person attendance, please register in advance.

The meeting will continue the committee’s discussion on potential regulatory improvements regarding “finders” who assist companies with raising capital in private markets from accredited investors. To learn more about how the current regulatory framework affects “finders,” the committee will hear from Steven Jafarzadeh, chief compliance officer and partner at Stonehaven.

During the afternoon session of the meeting, the committee will hear from SEC Office of the Advocate for Small Business Capital Formation staff, who will provide an overview of the office’s 2025 Staff Report, which includes in-depth data on the state of capital raising activity from startup to small cap. The session will also explore the private secondary market and how it has grown to fill liquidity needs and meet investor demand for private securities and its impact on the venture landscape.

Continuation funds, special purpose vehicles, and private tender offers have become more prevalent as ways to rebalance portfolios and provide liquidity to investors and employees. To better understand the private secondary market and related deal flow drivers, trends, opportunities, and challenges that stem from private secondary transactions, the committee will hear from Emily Zheng, senior research analyst at Pitchbook; Nigel Dawn, managing director at Evercore; and William Duval, special counsel at Cooley LLP.

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

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

The 2026 PCAOB budget totals $362.1 million. The 2026 budget reflects a 9.4% ($37.6 million) decrease from the prior year and includes a 52% and 42% reduction in the chairperson and other Board members’ compensation, respectively. The accounting support fee (ASF) totals $306.0 million, an 18.4% ($68.9 million) decrease from the prior year, of which $280.3 million will be assessed on public company issuers and $25.7 million will be assessed on brokers and dealers.

“Both during my time as a Commissioner and now as Chairman, I have recognized–and continue to recognize–the importance of driving improvements in audit quality. Nevertheless, all regulators, including the Commission and the PCAOB, must continually assess how and whether current approaches to fulfilling the Board’s responsibilities provide benefits to investors without imposing excessive burdens on businesses. For the Commission, its diligent oversight of the PCAOB is a crucial check on the considerable authority that the Board holds over audit firms and the risks of potentially excessive burdens,” said SEC Chairman Paul S. Atkins in a statement. “A significant aspect of this oversight is the Board’s budget. The PCAOB must exhibit a strong commitment to responsible stewardship of the accounting support fee, which is its primary source of funding and functions as a tax on public companies and broker-dealers. This includes being mindful of and transparent about material investments so that the Commission can appropriately exercise our budget oversight responsibilities. The decrease in this year’s budget does not detract from the significance of the PCAOB’s mission, which remains crucial; rather, it underscores that fiscal discipline and regulatory effectiveness complement each other.”

“This year’s budget decrease represents progress. However, the ongoing initiatives by the Commission and PCAOB to re-assess the PCAOB’s strategic plan, operations, and budget remain key priorities for the future,” said SEC Chief Accountant Kurt Hohl. “The SEC remains committed to robust oversight of the PCAOB and ensuring that its operations are transparent, justified, and worthy of the trust placed in it by investors and the public.”

The Sarbanes-Oxley Act of 2002, which established the PCAOB, provides the Commission with oversight responsibility over the PCAOB. This includes reviewing and approving the PCAOB’s budget and accounting support fee annually.

The purpose of the Investor Advisory Committee is to advise and consult with the Commission on:

• Regulatory priorities of the Commission;
• Issues relating to the regulation of securities products, trading strategies, and fee structures, and the effectiveness of disclosure;
• Initiatives to protect investor interests; and
• Initiatives to promote investor confidence and the integrity of the securities marketplace.

Committee members represent the interests of investors, are knowledgeable about investment issues, and have reputations for integrity.

“The Investor Advisory Committee is an indispensable partner in safeguarding investors and strengthening our markets,” said SEC Chairman Paul S. Atkins. “Qualified candidates who are interested in lending their time and expertise to further the agency’s efforts are encouraged to apply for the committee’s open roles. Working together, we can enact reforms to reinvigorate our capital markets and allow market participants to innovate, while adhering to the SEC’s mission of protecting investors.”

Members of the public interested in serving on the committee as either an at-large committee member or as a member representative of the interests of senior citizens should promptly email a letter of interest to iac-candidates@sec.gov with applicable information about their relevant experience. The letter of interest should indicate whether the person submitting the letter seeks to serve as an at-large committee member or as the committee member representing the interests of senior citizens. The deadline for submission of a letter of interest is Feb. 23, 2026.

Applicants who previously applied in 2025 for membership on the committee and who are interested in being reconsidered may submit an e-mail by the deadline requesting their prior application be reconsidered provided that the information furnished in the 2025 application remains accurate.

The committee was established by the SEC Small Business Advocate Act of 2016. Consistent with statutory requirements, committee members represent a diverse spectrum of leaders, investors, and advisors who work with early-stage private companies and smaller public companies.

The committee advises and consults with the Commission on rules, regulations, and policies as they relate to:

• Capital raising by emerging, privately held small businesses and publicly traded companies with less than $250 million in public market capitalization;
• Trading in the securities of emerging companies and smaller public companies; and
• Public reporting and corporate governance requirements of emerging companies and smaller public companies.

“The Small Business Capital Formation Advisory Committee serves the important function of advising the Commission on achieving its three-part mission,” said SEC Chairman Paul S. Atkins. “I am grateful to the committee for elevating the voices of America’s entrepreneurs. I look forward to welcoming new members and continuing to work with current members to improve pathways for small businesses to obtain the capital that they need to grow their companies in both the private and public markets.”

Members of the public interested in serving on the committee should promptly email a letter of interest to smallbusiness@sec.gov with applicable information about their relevant experience. The deadline for submissions is Feb. 20, 2026.

Relevant experience may include:

• Representing emerging companies engaging in private and limited securities offerings or considering an initial public offering (IPO), professional advisors of such companies (including attorneys, accountants, investment bankers, and financial advisors), and investors in such companies;
• Service as an officer or director of small businesses;
• Representing smaller public companies, the professional advisors of such companies (including attorneys, accountants, investment bankers, and financial advisors), and the pre-IPO and post-IPO investors in such companies; and
• Representing participants in the marketplace for the securities of emerging companies and smaller public companies, such as securities exchanges, alternative trading systems, broker dealers, and transfer agents.

“I am pleased that we have assembled such a dedicated and talented group of public servants with such a wide range of experience in the public and private sectors," said James Moloney, Director of the Division of Corporation Finance. "With their sage advice and leadership, and the work of the rest of the dedicated staff in the division, I am confident that we will effectively and efficiently further the SEC’s mission.”

• Luna Bloom, Associate Director, Legal and Regulatory Policy
• Duc Dang, Deputy Director, Disclosure Operations
• Gabriel Eckstein, Associate Director, Disclosure Review Program
• Tomeka Gilbert, Managing Executive
• Sebastian Gomez Abero, Deputy Director, Legal and Regulatory Policy
• Jessica Kane, Associate Director, Disclosure Review Program  
• Heather Rosenberger, Chief Accountant
• Michael Seaman, Chief Counsel   
• Brad Skinner, Associate Director, Disclosure Review Program
• Christina Thomas, Deputy Director, Chief Advisor on Disclosure, Policy and Rulemaking
• Ted Yu, Associate Director, Specialized Policy and Disclosure   

“Christina brings her deep technical experience in disclosure, compliance, and international securities law back to the Commission at a critical time,” said SEC Chairman Paul S. Atkins. “Her expertise will contribute meaningfully to the Division’s goals of facilitating capital formation and protecting investors in the modern operating environment.”

“Christina is a talented attorney with a deep understanding of corporate disclosure matters,” said James Moloney, Director of the Division of Corporation Finance. “Her experience, intellect, and practical ideas will be wonderful assets to our work in the Division and will support the Commission’s mission.”

Ms. Thomas returns to the SEC from private practice, where she represented public companies on capital markets transactions, SEC disclosure and compliance, and corporate governance matters. She previously served as counsel to SEC Commissioner Elad L. Roisman and was detailed to the Office of International Affairs and Office of the General Counsel at the U.S. Department of the Treasury. Ms. Thomas started her legal career as an attorney-adviser in the Division of Corporation Finance. Ms. Thomas received her J.D. from New York Law School and her B.A. from Fordham University.

Ms. Thomas said, “I am thrilled to return to the SEC at this exciting time. I look forward to working with Chairman Atkins, the Commissioners, Director Moloney, and the staff to advance reforms that will improve the markets for both companies and investors. Serving in this role is an honor and a privilege.”

As Acting Director, Mr. Cassidy led several initiatives to strengthen the national examinations program, including developing an examination projection model to improve risk‑based resource allocation and adopting a metric-based operational effectiveness framework.

Mr. Cassidy joined the division in 2017 to lead the Technology Controls Program, where he oversaw technology‑focused examinations as well as the SEC’s CyberWatch Program and the Cybersecurity Program Office. He previously served as Director of the SEC’s Office of Legislative and Intergovernmental Affairs. Before joining the Commission staff in 2010, Mr. Cassidy was Chief of Staff and Counsel in the Department of Justice’s Office of Legislative Affairs and an attorney in the United States Senate.

“Keith has demonstrated steady leadership and a commitment to risk‑based, technology‑informed oversight,” said SEC Chairman Paul S. Atkins. “His experience modernizing examination practices, strengthening operational metrics, and enhancing resource allocation positions the division to further its mission to prevent fraud, promote compliance, monitor risk, and inform policy on behalf of investors.”

“My priorities as Director will be to continue refining the processes that strengthen intra‑Commission coordination and ensure alignment across the national examinations program,” said Mr. Cassidy. “I am deeply grateful to Chairman Atkins for the opportunity to continue to serve with the highly skilled agency staff whose efforts protect investors and ensure that U.S. markets are the strongest in the world.”

Mr. Cassidy is the Commission’s senior staff representative to the Financial Banking Information Infrastructure Committee, the Cyber Incident Response Council, and the G7 Cyber Experts Group, and serves as the Commission’s federal senior intelligence coordinator.

Mr. Cassidy is a Lieutenant Colonel in the U.S. Marine Corps Reserve, currently serving as the Commanding Officer of 4th Reconnaissance Battalion. He holds a J.D. from the George Washington University Law School, an LL.M. in Securities and Financial Regulation from Georgetown Law Center, and a B.A. in history from the University of Virginia. He is also a Certified Information Systems Security Professional (CISSP).

Jeffrey Finnell, who has served as Acting General Counsel, remains at the Commission as Deputy General Counsel.

“I have known Rusty for many years and am excited to have recruited someone of his caliber and experience to my senior team. In addition to being a seasoned securities and M&A lawyer, he has served as both a public company and government agency general counsel. I expect Rusty to deploy these skills immediately across a wide range of priorities, including our initiatives to strengthen the capital markets and deliver on a robust rulemaking agenda,” said SEC Chairman Paul S. Atkins.

“I thank Jeff for his service as Acting General Counsel,” Chairman Atkins continued. “I am pleased that he will continue serving at the Commission as Deputy General Counsel. His sound judgment and deep expertise in the securities laws are invaluable to the SEC.”

Mr. McGranahan said, “It is an honor to have the opportunity to join the SEC and the Chairman’s senior team during this period of rapid technological and financial innovation. I look forward to working with my new SEC colleagues to embrace developments in a manner that responsibly fosters and maintains America’s preeminence in financial services and capital formation.”

Mr. McGranahan’s career spans 30 years at a number of top companies and firms. He was recently the General Counsel of the U.S. General Services Administration (GSA), setting the course for a number of key initiatives during the first 10 months of this Administration. Prior to GSA, Mr. McGranahan was the General Counsel of Focus Financial Partners, a wealth management firm. He was with Focus Financial for nine years, leading the legal function through an explosive period of growth, including its IPO in 2018 and going private transaction in 2023. Before Focus Financial, Mr. McGranahan spent nine years with BlackRock, serving as Managing Director, M&A Counsel, and Corporate Secretary.

Mr. McGranahan began his career at Skadden, Arps and at White & Case, and for three years was based in Eastern Europe where he worked on some of the first public offerings from the region.

Mr. McGranahan earned his J.D. from Yale Law School and his B.A., summa cum laude, in Economics and Politics from the Catholic University of America. Mr. McGranahan has also earned the Chartered Financial Analyst (CFA) designation.

“Paul and David are excellent attorneys and dedicated public servants,” said SEC Chairman Paul S. Atkins. “I am delighted to have such talented individuals join the Division of Enforcement to aid in its critical role of protecting investors and the markets.”

Mr. Tzur joins the Commission from private practice, where he focused on white collar defense and complex commercial litigation. Before that he served as an Assistant U.S. Attorney in the Northern District of Illinois, where he was a prosecutor in the Securities and Commodities Fraud Section. Mr. Tzur also served in supervisory roles as a deputy chief in the General Crimes Section and later in the Narcotics and Money Laundering Section. Following law school, Mr. Tzur clerked for the Honorable Steven M. Colloton of the U.S. Court of Appeals for the Eighth Circuit. Mr. Tzur received his J.D. from Northwestern University School of Law and his B.S. from Duke University.

Mr. Morrell joins the Commission after his return to private practice, where he focused on civil litigation and government disputes. Before that he served as Deputy Assistant Attorney General in the U.S. Department of Justice (DOJ), Civil Division, where he led the Federal Programs Branch. Prior to that role, he oversaw DOJ's Consumer Protection Branch. Before DOJ, from 2017 to 2019, Mr. Morrell served in the White House as Special Assistant and Associate Counsel to the President and Associate Counsel. Following law school, Mr. Morrell clerked for Justice Clarence Thomas of the U.S. Supreme Court and clerked for Chief Judge Edith H. Jones of the U.S. Court of Appeals for the Fifth Circuit.  Mr. Morrell received his J.D. from Yale University and his B.A. from Hillsdale College.

“Paul and David both have a wealth of experience as experienced trial, litigation, and appellate lawyers. Their experience, intellect, and common sense will serve them well as they assume leadership over enforcement investigations and litigations in several offices that play a key role in achieving our investor protection mission. I welcome them to our talented enforcement team,” said Judge Margaret A. Ryan, Director of the SEC’s Division of Enforcement. “They are very well-regarded practitioners, and I am extremely pleased that Paul and David agreed to return to public service.”

Mr. Tzur said, “I am honored and thrilled to be joining the SEC. I look forward to working with Chairman Atkins, the Commission, and Director Ryan to identify and pursue sensible enforcement actions that aim to protect investors and maintain U.S. markets as the most trusted in the world.”

“It is a privilege to join the Division of Enforcement in advancing its mission of protecting the integrity of our financial markets through proper enforcement of U.S. securities laws,” said Mr. Morrell. 

At the event, SEC staff will cover the new Regulation S-P compliance obligations, discuss what to expect when interacting with an exam team during an examination, and answer any remaining compliance questions. It will also include a workshop where examination staff will engage in an Incident Response tabletop discussion, review a sample document request list, and demonstrate a mock examination session.

“Strengthening protections for investors’ personal data is a benefit to both firms and investors,” said Keith Cassidy, Acting Director for the Division of Examinations. “We recognize implementation of these new requirements may create challenges associated with compliance, and the SEC’s Division of Examinations wants to help firms clearly understand these new requirements.”

The event will take place at SEC Headquarters located at 100 F St. NE in Washington D.C. For in-person attendance, please register. For online attendance, advanced registration is preferred but not required. Questions may also be submitted in advance.

A link to watch the event will be available on January 22 on www.sec.gov. Additional information about each Regulation S-P compliance outreach event, including the recordings of previous events, are available on the Reg Compliance S-P Outreach webpage.

The report presents data across three company lifecycle stages to provide a fulsome picture of what is happening in the small business marketplace. It also highlights the past year’s work of the Office of the Advocate for Small Business Capital Formation, which advances the interests of small businesses and their investors at the SEC and in the capital markets.

The report’s contents include:

• Data on small business capital formation, segmented by:
  • Small and emerging businesses
  • Mature and later-stage businesses
  • Initial public offerings and small public companies
     
• Highlights of the office’s outreach and public engagements during fiscal year 2025
   
• A summary of the activities of the SEC’s Small Business Capital Formation Advisory Committee in fiscal year 2025
   

Informed by feedback garnered through its ongoing outreach efforts, the Office of the Advocate for Small Business Capital Formation continually enhances its array of educational resources to help equip small businesses and their investors with tools to navigate capital raising.

The RFA requires federal agencies to conduct certain analyses, with the goal of minimizing the significant economic impact of federal rulemaking on small entities. This proposal would raise the small entity thresholds for investment companies and advisers. It is designed to help the Commission better tailor its analyses to address the specific regulatory challenges that these small entities face and consider adapting its rulemaking accordingly.

“The Commission has a longstanding commitment to understanding and addressing the concerns of small entities,” said SEC Chairman Paul S. Atkins. “Today’s proposal – consistent with the SEC’s intent to modernize regulatory requirements – would further this commitment by more accurately capturing the types and numbers of investment advisers and investment companies that are ‘small.’ This, in turn, would help the Commission more appropriately promote the effectiveness and efficiency of its regulations, with the goal of minimizing the significant economic impact on small entities.”

Specifically, this proposal would:

• Increase the asset-based thresholds under which investment companies and investment advisers are deemed small entities;
• Update the way that related funds’ assets are aggregated for purposes of defining small entities; and
• Provide for inflation adjustments to the asset-based thresholds by order every 10 years.

The proposing release will be published 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.

“I am thankful to Nekia for answering the call to return to public service and for her leadership in the Division of Enforcement,” said SEC Division of Enforcement Director Margaret A. Ryan. “She has shown deep commitment to her colleagues, the Division, and the Commission, all motivated by her passion for protecting investors. We deeply appreciate her contributions to the agency’s mission and wish her the best.”

Ms. Jones said, “Serving at the SEC for almost five years has been a pleasure and a privilege. As both Atlanta Regional Director and Deputy Director overseeing the Home Office and the Atlanta and Miami regional offices, I have seen colleagues across this agency show a relentless commitment to protecting investors, impeccable judgment in carrying out the agency’s mission, and tremendous expertise in every aspect of the securities industry. This agency and its exceptional staff are a shining example of public service. I owe a debt of gratitude to Chairman Paul Atkins, former Acting Chairman Mark Uyeda, and current and former Directors of the Divisions of Enforcement and Examinations for entrusting me with this remarkable opportunity to help protect investors and the markets.”

In April 2025, Ms. Jones was appointed to serve as the Deputy Director of the Division of Enforcement (Southeast). In that role, she supervised the agency’s enforcement investigations and litigations across the Washington, D.C., Atlanta and Miami offices.

Prior to that national role, Ms. Jones served as the Regional Director of the Atlanta Regional Office from March 2021 through April 2025. As Regional Director, she supervised more than 100 attorneys, accountants, analysts, securities compliance examiners, and other staff, and she led the regional examinations and enforcement programs covering Alabama, Georgia, North Carolina, South Carolina, and Tennessee.

Before joining the SEC, Ms. Jones spent nearly a decade with the Department of Justice including as an Assistant United States Attorney in the U.S. Attorney’s Office for the Northern District of Georgia. She also served as Senior Counsel to the Deputy Attorney General and later as Associate Deputy Attorney General and Executive Director of the Financial Fraud Enforcement Task Force.

Ms. Jones clerked for the Honorable Sterling Johnson, Jr., of the U.S. District Court for the Eastern District of New York. Ms. Jones received her bachelor’s degree cum laude in business administration from Emory University, and her juris doctorate and MBA degrees from Harvard University.

“Cicely has gone above and beyond the call of duty over the past twenty-four years to serve the public in her many critical roles in the Division of Corporation Finance,” said Jim Moloney, Director of the Division of Corporation Finance. “Throughout her tenure she has contributed her passion, commitment, and accounting expertise to support our mission – to ensure investors have the information they need to make informed decisions. She will be sorely missed, and we wish her all the best on her next chapter.”

Ms. LaMothe joined the Division of Corporation Finance in 2002 and has served in multiple senior leadership positions, including Program Director of the Disclosure Review Program, Associate Director of the Office of Assessment and Continuous Improvement, and Associate Director of Disclosure Operations before being named Deputy Director for Disclosure Operations in 2022. She served as Acting Director until Jim Moloney was appointed Director on September 30, 2025.

During Cicely’s tenure she:

• Increased regulatory transparency through the issuance of external guidance, including 25+ new and updated Compliance and Disclosure Interpretations (covering clawbacks, deSPACs, Rule 10b5-1, etc.), Staff Legal Bulletin 14M clarifying views on the application of Rule 14a-8, and seven CF Staff Statements on rapidly evolving crypto-related matters (liquid staking, stablecoins, mining activities, meme coins, crypto ETPs).
• Drove policy recommendations to the Commission regarding the acceleration of registration statements with mandatory arbitration provisions as well as Concept Releases covering both Foreign Private Issuers and Asset-Backed Securities.
• Expanded accommodations for companies submitting draft registration statements to promote capital formation.
• Advanced key improvements in the division’s approach on the reviews of public company disclosures that modernize and enhance the efficiency and effectiveness of regulatory oversight.

“After more than two decades at the SEC, I depart with a deep sense of honor and gratitude for the opportunity to serve the American public. The work has been incredibly challenging and rewarding, and I have learned immensely from the dedicated individuals who commit themselves daily to this critical mission. To my colleagues, your integrity and, more importantly, your friendship, has been my true inspiration and constant motivation,” said Ms. LaMothe.

Before coming to the SEC, Ms. LaMothe worked for six years in the private sector, including as the financial reporting manager for a public company and with a national accounting firm. Ms. LaMothe earned her bachelor’s degree in accounting from Hampton University and is a licensed Certified Public Accountant.

“This matter highlights an all-too-common form of investment scam that is being used to target U.S. retail investors with devastating consequences. Our complaint alleges a multi-step fraud that attracted victims with ads on social media, built victims’ trust in group chats where fraudsters posed as financial professionals and promised profits from AI-generated investment tips, then convinced victims to put their money into fake crypto asset trading platforms where it was misappropriated,” said Laura D’Allaird, Chief of the Cyber and Emerging Technologies Unit. “Fraud is fraud, and we will vigorously pursue securities fraud that harms retail investors.”

According to the complaint, from at least January 2024 to January 2025, AI Wealth, Lane Wealth, AIIEF, and Zenith operated so-called investment clubs using WhatsApp and solicited investors to join the clubs with ads on social media. The clubs gained investors’ confidence with supposedly AI-generated investment tips before luring investors to open and fund accounts on purported crypto asset trading platforms Morocoin, Berge, and Cirkor, which falsely claimed to have government licenses, as alleged. The investment clubs and platforms then allegedly offered “Security Token Offerings” that were purportedly issued by legitimate businesses. In reality, no trading took place on the trading platforms, which were fake, and the Security Token Offerings and their purported issuing companies did not exist, according to the complaint. When investors tried to withdraw their funds, the complaint alleges that the defendants further defrauded victims by demanding that they pay advance fees. In all, the defendants misappropriated at least $14 million from U.S.-based retail investors and funneled those funds overseas through a web of bank accounts and crypto asset wallets, as alleged.

The complaint, filed in the United States District Court for the District of Colorado, charges the defendants with violating the anti-fraud provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. The SEC seeks permanent injunctions and civil penalties against all of the defendants, and disgorgement with prejudgment interest against Morocoin, Berge, and Cirkor.

The SEC’s Office of Investor Education and Assistance has issued an investor alert warning investors that fraudsters may use popular social media platforms and messaging apps to lure investors into scams, and never to rely solely on information from group chats in making investment decisions. The SEC encourages investors to use Investor.gov to check the background of anyone offering or selling them an investment.

The Securities and Exchange Commission today announced that financial economist and academic scholar Dr. Joshua T. White will return to the agency beginning the week of Jan. 5, 2026, to serve as its Chief Economist and Director of the Division of Economic and Risk Analysis (DERA), which integrates financial economics and rigorous data analytics into the SEC’s core mission. 

The report includes:

• An update on the office’s investor research activities, including the issuance of a working paper on accredited investors and their ownership of private market securities;
• A discussion of the office’s engagements with a broad range of investors, and the office’s collaborative efforts both within and outside the SEC to help amplify the voices of investors;
• A discussion of the office’s ongoing advocacy efforts with respect to private markets, disclosure, and the impact of certain rule proposals;
• A report describing the Ombuds Office’s efforts to assist investors, as well as the matters handled by that office during the fiscal year.

The Office of the Investor Advocate is an independent office that was established by Congress to: assist retail investors in resolving problems with the Commission and self-regulatory organizations (SROs); identify areas where investors would benefit from changes in SEC and SRO rules and regulations; identify investor problems with financial service providers and investment products; analyze the potential impact on investors of proposed regulations and rules of the SEC and SROs; and propose regulatory or legislative changes to the Commission and to Congress that might mitigate investor problems and promote investor interests.

According to the SEC’s complaint, filed in the U.S. District Court for the Eastern District of New York, Gauvin gained a following on Discord by falsely presenting himself as a successful investment professional managing over a billion dollars in assets through Blackridge, which in reality was a mere shell entity. From September 2022 to November 2024, Gauvin and his entities allegedly raised approximately $18.1 million from investors through an unregistered offering of interests in the “Gray Fund,” a purported diversified investment fund advised by Gray Digital and Gauvin. The complaint alleges that Gauvin and Gray Digital falsely claimed that the Gray Fund generated double-digit monthly returns and held over $78 million in assets, when, in fact, the fund actually had a monthly compounded return of approximately 1.4% and its assets were far lower than claimed. The complaint further alleges that Gauvin misappropriated investor funds to finance a lavish lifestyle, including using hundreds of thousands of dollars for purchases of custom jewelry, luxury concierge services, real estate, and art.

In a second scheme which began in May 2024, Gauvin allegedly offered “seed stock” in Gray Digital Technologies at $30,000 per share, falsely claiming the company had a $60 million valuation and more than $12 million in annual revenue. In reality, the complaint alleges that Gray Digital Technologies had no operations, assets, or revenue. According to the complaint, Gauvin raised at least $60,000 from two retail investors and then ceased communicating with them about this offering.

“Gauvin exploited the trust of his online followers to perpetrate a brazen fraud,” said Jaime Marinaro, Associate Director of the SEC’s Fort Worth Regional Office. “Investors should always verify the credentials of anyone offering investment opportunities, especially when those opportunities are promoted through social media or online communities.”

The SEC’s complaint charges Gauvin and his three entities with violating the antifraud provisions of the federal securities laws and Gauvin, Gray Digital, and Gray Digital Technologies with registration violations. The complaint seeks permanent injunctive relief, disgorgement of ill-gotten gains with prejudgment interest, civil penalties, and conduct-based injunctions against all defendants, along with a bar against Gauvin acting as an investment adviser.

In a parallel action, the U.S. Attorney’s Office for the Eastern District of New York today announced criminal charges against Gauvin.

The SEC’s Investor Bulletin: How to Check Out Your Investment Professional provides instructions for verifying an investment professional’s registration status and background.

The SEC appreciates the assistance of the Commodity Futures Trading Commission and the U.S. Attorney’s Office for the Eastern District of New York.