The SEC has published its 2026 regulatory agenda (“Agenda”) and plans for rulemaking. The Agenda was historically published twice a year but beginning last year, has only been published once. For several years I have blogged about each publication. Although items on the Agenda can move from one category to the next, be dropped off altogether, or new items pop up in any of the categories (including the final rule stage), the Agenda provides valuable insight into the SEC’s plans and the influence that comments can make on the rulemaking process.
The Agenda is broken down by (i) Prerule Stage; (ii) Proposed Rule Stage; (iii) Final Rule Stage; and (iv) Long-term Actions. The Prerule, Proposed and Final Rule Stages are intended to be completed within the next 12 months and Long-term Actions are anything beyond that. This year’s Agenda, firmly reflects the current administration’s commitment to crypto technology, improving the IPO market and refining public company compliance to ease burdens.
Pre-Rule Stage
Only two items are included in the pre-rule stage (both of which were on last year’s pre-rule list): (i) asset-backed securities registration and disclosure enhancements; and (ii) evaluating the consolidated audit trail. Related to asset backed securities registration and disclosure enhancements, the SEC is considering seeking public comment on potential regulatory changes to facilitate registered offerings of asset-backed securities, including mortgage-backed securities, and other improvements to the securitization markets. Related to the evaluation of the continued effectiveness of the consolidated audit trail, the SEC is considering seeking public comment to inform a comprehensive rethink of the Consolidated Audit Trail (CAT), including its design and functionality and the scope of collected information, to assess potential modifications to CAT to address ongoing cost and data security concerns while supporting clearly defined regulatory objectives.
Proposed Rule Stage
Thirty-six items are included in the proposed rule stage, up from 18 on last year’s Agenda. Brand new to the Agenda and appearing on the proposed rule list is the much anticipated semi-annual reporting. The SEC published the proposed rules in May, 2026, which would allow domestic public companies to voluntarily switch to a semi-annual reporting regime. For a review of the proposed rules, see HERE Also, new to the Agenda is executive compensation disclosure reform. The SEC is considering recommending rule amendments to Item 402 of Regulation S-K to rationalize executive compensation disclosure requirements. New to the Agenda is the recently published proposed rules to allow for the electronic delivery of information under the federal securities laws. I will be blogging about this proposal soon – but capital market participants are excited about this “about time” update.
Finders are back on the Agenda in the proposed rule list after years of being on, and then off again. The SEC is considering proposed rules concerning the regulatory status of “finders” for purposes of Section 15(a) of the Exchange Act. The SEC actually published proposed rules back in 2020 – see HERE but they died on the vine. Hopefully this time it moves forward.
New to the Agenda is a proposal to enhance retail exposure to private markets. The SEC is considering amendments to existing rules and/or to propose new rules under the Investment Advisers Act of 1940 and the Investment Company Act of 1940 to better facilitate retail investor exposure to private markets through registered investment companies and to allow investment advisers to charge performance fees to an expanded set of clients. Also new is affiliated securities lending agent arrangements. The SEC is considering proposing a new exemptive rule under the Investment Company Act of 1940 to allow registered investment companies to lend securities using an affiliated lending agent that is compensated based on a share of the revenue derived by the securities lending transactions, subject to certain conditions. Continuing first time Agenda items is a proposal to amendment to Form PF, the confidential reporting form for certain SEC-registered investment advisers to private funds, to address identified compliance burdens. Also new is proposed amendments to rule 206(4)-5 under the Investment Advisers Act of 1940, which prohibits investment adviser pay-to-play practices, to address identified compliance burdens.
Another new Agenda item is financial institution resolution transactions. The SEC is considering proposing rule amendments to provide clarity with respect to transactions undertaken in connection with financial institution resolution processes. New to the Agenda is proposed amendments to rule 204-2 under the Investment Advisers Act of 1940, which requires investment advisers to make and keep certain records, to address the appropriate scope of and identified compliance burdens related to electronic communications and to account for certain technological developments since the rule was adopted.
Also new to the Agenda are formal rules to rescind the climate-related disclosure rules. The rules are already dead in the water, but the SEC is proposing to formalize the withdrawal.
Still in the proposed rule stage, are amendments to Rule 144 to “increase instances in which the safe harbor is available.” No other information has been published yet as to what those increases may be. Still on the proposed rule stage are rules relating to the offer and sale of crypto assets, potentially to include certain exemptions and safe harbors and to help clarify the regulatory framework for crypto assets.
Recategorized from proposed to prerule and now back to proposed, are changes to the Foreign Private Issuer’s regulatory regime, including eligibility and reporting obligations. My two part blog on the SEC’s concept release and request for comment on Foreign Private Issuers can be read HERE and HERE.
Still on the proposed rule list are enhancements to emerging growth company (EGC) accommodations and simplifications to filer status for reporting companies. The SEC is considering expanding accommodations that are available to EGCs and to rationalize filer statuses to simplify categorizations and reduce compliance burdens. The proposed amendments will: (i) increase the time for the smallest public companies to file their annual and other periodic reports; (ii) amend the definition of a large accelerated filer from $700 million to $2 billion and increase the time following an IPO to reach such status from 12 months to 60 months; (iii) recategorize all public companies that are not large accelerated filers to non-accelerated filers and provide them with nearly all the disclosure scaling and other accommodations currently only available to smaller reporting companies and emerging growth companies; and (iv) exempt all non-accelerated filers from Sarbanes Oxley Act Rule 404(b) compliance. My blog on the proposed rule change can be read HERE.
Still on the proposed list are registered offerings reforms including proposed rule amendments to the shelf registration process to reduce compliance burdens and facilitate capital formation. A shelf registration statement is one filed on Form S-3 or F-3 and is one of the most important tools for public company capital formation. My four part blog on the transformative proposed rules can be read HERE, HERE, HERE, & HERE .
Remaining on the proposed rule list is an update to the exempt offering pathways. The SEC is considering proposing rule amendments to simplify access to capital for private companies. The SEC previously enacted sweeping changes to the exempt offering structure in November 2020 – for my five part blog series on those changes see HERE, HERE, HERE, HERE, & HERE. For recent guidance on determining accredited investor status see HERE and HERE
Also remaining on the proposed rule list are amendments to rationalize disclosure practices to facilitate more material disclosures and shareholder access to such information. The disclosure rules (Regulation S-K) have undergone a fairly constant series of changes over the years – sometimes for the better and sometimes not. Fortunately, the heady proposed climate disclosure rules are off the table, and as has been illustrated by the recent bevy of published proposed rules, any changes will likely improve the disclosure process aligning rules with the SEC’s overarching purpose of providing material information for an investment community (as opposed to playing whack-a-mole with each new social trend).
Still in the proposed rule stage is potential rule amendments to modernize the requirements of Exchange Act Rule 14a-8 to reduce compliance burdens for companies. Rule 14a-8 has been subject to a back and forth of rule changes and guidance under each administration over the years. For a summary of latest on the rule, including Staff Legal Bulletin 14M, see HERE . Similarly, new to the Agenda on the proposed list are potential amendments to certain proxy rules. The SEC is considering proposing amendments to modernize certain rules regarding the proxy solicitation process, including certain filing and procedural requirements relating to proxy solicitations and shareholder meetings, to reduce costs and compliance burdens.
Remaining on the Agenda are updates to the “small entity” definition for purposes of the Regulatory Flexibility Act. The SEC is considering proposed amendment to update the definition of “small entity” under the Investment Advisers and Investment Company Acts of 1940 to increase the asset-based thresholds under the definitions of “small business” and “small organization.” Also remaining on the Agenda are potential amendments to Form N-PORT for registered investment companies and amendments to rule 17a-7 under the Investment Company Act. The proposed rule 17a-7 amendments would expand the availability of the exemption of certain purchase and sale transactions between an investment company and certain affiliated persons. New to the Agenda are amendments to Rule 17a-4. The SEC is considering proposed amendments to Rule 17a-4 (Records to be preserved by certain exchange members, brokers and dealers) to clarify the scope of the phrase “business as such” that is used within Rule 17a-4.
New to the Agenda, on the proposed list, are a few proposals related to Rule 17Ab2. The SEC is considering proposed updates to modernize and streamline the Commission’s existing process to register clearing agencies and obtain exemptions from registration as a clearing agency, reducing burdens on potential applicants. The SEC is also considering amending the Treasury Clearing Rule to: (i) exclude certain inter-affiliate activity and non-U.S. activity from the Treasury Clearing Rule’s requirements, reducing implementation burdens; (2) make technical amendments and clarifications; and (3) codify selected staff guidance.
Also remaining on the Agenda, and related to investment companies, are proposed amendments to the custody rule to improve regulations around the custody of advisory client and fund assets, including to address the custody of crypto assets.
Remaining on the proposed rule stage are amendments to the transfer agent rules. The SEC is proposing to update the regulatory regime for transfer agents including rules relating to crypto assets and the use of distributed ledger technology by transfer agents.
In what could result in a boost to OTC Markets securities are proposed changes to Rule 15c2-11 to add additional exemptions and allow for the publication or submission of quotations without specified information. The SEC revamped the 15c2-11 rules in September 2020 – see HERE and HERE. This item was on last year’s proposed list as well. Hopefully new rules will be published soon.
Remaining in the proposed rule stage are amendments to the broker-dealer financial responsibility, recordkeeping and reporting rules. The SEC is considering amending several rules to address the application of crypto assets in the broker dealer ecosystem. Similarly, the SEC is proposing rules to account for the trading of crypto assets on ATSs and national securities exchanges. Both Nasdaq and the NYSE has proposed rule changes to allow for the trading of crypto assets. For a review of Nasdaq’s proposal, see HERE.
Amendments to Regulation NMS are always on the Agenda. Still in proposed rule stage are amendment to Regulation NMS Rule 611 which in essence promotes intermarket price protection of orders by restricting the execution of trades on one venue at prices that are inferior to displayed quotations at another venue. Also remaining on the Agenda are proposed targeted amendments designed to enhance transparency and regulatory oversight with respect to U.S. government securities, as well as repurchase and reverse repurchase agreements on U.S. government securities.
Following the end of years of “dealer litigation” (see HERE) and a somewhat innocuous change to the definition of “dealer” which was then struck down by a court (see HERE) the SEC is once again proposing amendments regarding the scope of, and exceptions from, the term “dealer.”
New to the Agenda on the proposed list are amendments to Regulation SHO. The SEC is considering proposed amendments that would reduce costs and burdens associated with the requirements of Institutional Investment Managers to report short positions to the Commission under Rule 13f-2, adopted pursuant to Section 929X of the Dodd-Frank-Act. The SEC is also considering recommending amendments to update the regulatory framework of Regulation SHO in light of changes in the marketplace since the short sale rules were adopted and ease associated compliance burdens.
Finally, new to the Agenda and on the proposed list are amendments to Rule 10c-1a. The SEC is considering proposed amendments that would reduce costs and burdens associated with requirements under Exchange Act Rule 10c-1a, adopted pursuant to Section 984 of the Dodd-Frank Act, of persons to report loans of securities to a registered national securities association (RNSA) and for the RNSA to make certain of that information public.
Long Term Actions
Four items are listed as long-term actions. Still on the long-term list are proposed credit rating agency amendments to add conflicts of interest and other transparency disclosures. Still a long-term item are incentive-based compensation arrangements related to financial institutions with $1 billion or more in total assets. Moving from the final rule stage to long-term actions are proposed rules to include certain investment advisors as “financial institutions” under the Bank Secrecy Act such that these advisors will need to implement procedures to verify the identities of their customers. The proposed rule is an extension of the “know your customer” philosophy but in this case designed to intercept and obstruct terrorism.
The Commission is considering additional amendments to the rules governing the Whistleblower Program established by the Dodd-Frank Act. This item is new to the Agenda.
The Author
Laura Anthony, Esq.
Founding Partner
Anthony, Linder & Cacomanolis
A Corporate and Securities Law Firm
Securities attorney Laura Anthony and her experienced legal team provide ongoing corporate counsel to small and mid-size private companies, public companies as well as private companies going public on the Nasdaq, NYSE American or over-the-counter market, such as the OTCQB and OTCQX. For more than two decades Anthony, Linder & Cacomanolis, PLLC has served clients providing fast, personalized, cutting-edge legal service. The firm’s reputation and relationships provide invaluable resources to clients including introductions to investment bankers, broker-dealers, institutional investors and other strategic alliances. The firm’s focus includes, but is not limited to, compliance with the Securities Act of 1933 offer sale and registration requirements, including private placement transactions under Regulation D and Regulation S and PIPE Transactions, securities token offerings and initial coin offerings, Regulation A/A+ offerings, as well as registration statements on Forms S-1, S-3, S-8 and merger registrations on Form S-4; compliance with the Securities Exchange Act of 1934, including registration on Form 10, reporting on Forms 10-Q, 10-K and 8-K, and 14C Information and 14A Proxy Statements; all forms of going public transactions; mergers and acquisitions including both reverse mergers and forward mergers; applications to and compliance with the corporate governance requirements of securities exchanges including Nasdaq and NYSE American; general corporate; and general contract and business transactions. Ms. Anthony and her firm represent both target and acquiring companies in merger and acquisition transactions, including the preparation of transaction documents such as merger agreements, share exchange agreements, stock purchase agreements, asset purchase agreements and reorganization agreements. The ALC legal team assists Pubcos in complying with the requirements of federal and state securities laws and SROs such as FINRA for 15c2-11 applications, corporate name changes, reverse and forward splits and changes of domicile. Ms. Anthony is also the author of SecuritiesLawBlog.com, the small-cap and middle market’s top source for industry news, and the producer and host of LawCast.com, Corporate Finance in Focus. In addition to many other major metropolitan areas, the firm currently represents clients in New York, Los Angeles, Miami, Boca Raton, West Palm Beach, Atlanta, Phoenix, Scottsdale, Charlotte, Cincinnati, Cleveland, Washington, D.C., Denver, Tampa, Detroit and Dallas.
Ms. Anthony is a member of various professional organizations including the Crowdfunding Professional Association (CfPA), Palm Beach County Bar Association, the Florida Bar Association, the American Bar Association and the ABA committees on Federal Securities Regulations and Private Equity and Venture Capital. She is a supporter of several community charities including the American Red Cross for Palm Beach and Martin Counties, Susan Komen Foundation, Opportunity, Inc., New Hope Charities, the Society of the Four Arts, the Norton Museum of Art, Palm Beach County Zoo Society, the Kravis Center for the Performing Arts and several others.
Ms. Anthony is an honors graduate from Florida State University College of Law and has been practicing law since 1993.
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