The Securities and Exchange Commission is publishing the Chairman's agenda of rulemaking actions pursuant to the Regulatory Flexibility Act ("RFA") (Pub. L. 96-354, 94 Stat. 116...
The Securities and Exchange Commission is publishing the Chairman's agenda of rulemaking actions pursuant to the Regulatory Flexibility Act (“RFA”) (Pub. L. 96-354, 94 Stat. 1164) (Sept. 19, 1980). The items listed in the Regulatory Flexibility Agenda for Spring 2025 reflect only the priorities of the Chairman of the U.S. Securities and Exchange Commission, and do not necessarily reflect the views and priorities of any individual Commissioner.
Information in the agenda was accurate on June 27, 2025, the date on which the Commission's staff completed compilation of the data. To the extent possible, rulemaking actions by the Commission since that date have been reflected in the agenda. The Commission invites questions and public comment on the agenda and on the individual agenda entries.
The Commission is now printing in the
Federal Register
, along with our preamble, only those agenda entries for which we have indicated that preparation of an RFA analysis is required.
The Commission's complete RFA agenda will be available online at
www.reginfo.gov.
DATES:
Comments should be received on or before October 22, 2025.
ADDRESSES:
Comments may be submitted by any of the following methods:
Send an email torule-comments@sec.gov.
Please include File Number S7-2025-02 on the subject line.
Paper Comments
Send paper comments to Vanessa A. Countryman, Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to File No. S7-2025-02. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's website (
https://www.sec.gov/rules/other.shtml). Do not include personal identifying information in submissions; you should submit only information that you wish to make available publicly. We may redact in part or withhold entirely from publication submitted material that is obscene or subject to copyright protection.
FOR FURTHER INFORMATION CONTACT:
Dorothy McCuaig or Natalie Shioji, Office of the General Counsel, 202-551-5100.
SUPPLEMENTARY INFORMATION:
The RFA requires each Federal agency, twice each year, to publish in the
Federal Register
an agenda identifying rules that the agency expects to consider in the next 12 months that are likely to have a significant economic impact on a substantial number of small entities (5 U.S.C. 602(a)). The RFA specifically provides that publication of the agenda does not preclude an agency from considering or acting on any matter not included in the agenda and that an agency is not required to consider or act on any matter that is included in the agenda (5 U.S.C. 602(d)). The Commission may consider or act on any matter earlier or later than the estimated date provided on the agenda. While the agenda reflects the current intent to complete several rulemakings in the next year, the precise dates for each rulemaking at this point are uncertain. Actions that do not have an estimated date are placed in the long-term category; the Commission may nevertheless act on items in that category within the next 12 months. The agenda includes new entries, entries carried over from prior publications, and rulemaking actions that have been completed (or withdrawn) since publication of the last agenda.
The following abbreviations for the acts administered by the Commission are used in the agenda:
“Securities Act”—Securities Act of 1933
“Exchange Act”—Securities Exchange Act of 1934
“Investment Company Act”—Investment Company Act of 1940
“Investment Advisers Act”—Investment Advisers Act of 1940
“Dodd Frank Act”—Dodd-Frank Wall Street Reform and Consumer Protection Act
The Commission invites public comment on the agenda and on the individual agenda entries.
By the Commission.
Dated: June 27, 2025.
Vanessa A. Countryman,
Secretary.
3 OOD—Completed Actions
Sequence No.
Title
Regulation
Identifier No.
313
EDGAR Filer Access and Account Management
3235-AM58
DIVISION OF CORPORATION FINANCE—Proposed Rule Stage
Sequence No.
Title
Regulation
Identifier No.
314
Rule 144 Safe Harbor
3235-AM78
315
Crypto Assets
3235-AN38
316
Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies
3235-AN40
317
Updating the Exempt Offering Pathways
3235-AN42
318
Rationalization of Disclosure Practices
3235-AN43
319
Shareholder Proposal Modernization
3235-AN47
( printed page 45653)
DIVISION OF CORPORATION FINANCE—Completed Actions
Sequence No.
Title
Regulation
Identifier No.
320
Rule 14a-8 Amendments
3235-AM91
DIVISION OF INVESTMENT MANAGEMENT—Proposed Rule Stage
Sequence No.
Title
Regulation
Identifier No.
321
Amendments to Rule 17a-7 Under the Investment Company Act
3235-AN45
322
Amendments to the Custody Rules
3235-AN46
DIVISION OF INVESTMENT MANAGEMENT—Final Rule Stage
Sequence No.
Title
Regulation
Identifier No.
323
Customer Identification Programs for Registered Investment Advisers and Exempt Reporting Advisers
3235-AN34
DIVISION OF INVESTMENT MANAGEMENT—Completed Actions
Sequence No.
Title
Regulation
Identifier No.
324
Safeguarding Advisory Client Assets
3235-AM32
325
Enhanced Disclosures by Certain Investment Advisers and Investment Companies about Environmental, Social, and Governance Investment Practices
3235-AM96
326
Cybersecurity Risk Management for Investment Advisers, Registered Investment Companies, and Business Development Companies
3235-AN08
327
Fund Fee Disclosure and Reform
3235-AN12
328
Conflicts of Interest Associated With the Use of Predictive Data Analytics by Broker-Dealers and Investment Advisers
3235-AN14
329
Outsourcing by Investment Advisers
3235-AN18
DIVISION OF TRADING AND MARKETS—Proposed Rule Stage
Sequence No.
Title
Regulation
Identifier No.
330
Transfer Agents
3235-AL55
DIVISION OF TRADING AND MARKETS—Completed Actions
Sequence No.
Title
Regulation
Identifier No.
331
Electronic Submission of Certain Materials Under the Securities Exchange Act of 1934; Amendments Regarding FOCUS Report
3235-AL85
332
Cybersecurity Risk Management Rules for Broker-Dealers, Clearing Agencies, MSBSPs, the MSRB, National Securities Associations, National Securities Exchanges, SBSDRs, SBS Dealers, and Transfer Agents
3235-AN15
333
Regulation Best Execution
3235-AN24
Securities and Exchange Commission
(SEC)
Completed Actions
3 OOD
313. EDGAR FILER ACCESS AND ACCOUNT MANAGEMENT [3235-AM58]
Abstract: The Commission adopted rule and form amendments concerning access to and management of accounts on the Commission's Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) that are related to certain technical changes to EDGAR (collectively referred to as “EDGAR Next”). EDGAR Next will improve the security of EDGAR, enhance filers' ability to manage their EDGAR accounts, and modernize connections to EDGAR. The amendments require electronic filers (“filers”) to authorize and maintain designated individuals as account administrators and to take certain actions, through their account administrators, to manage their accounts on EDGAR. Further, pursuant to these amendments, filers may only authorize individuals as account administrators or in the other roles described herein if those individuals first obtain individual account credentials in the manner specified in the EDGAR Filer Manual. As part of the EDGAR Next changes,
( printed page 45654)
optional Application Programming Interfaces (“APIs”) will be offered to filers for machine-to-machine communication with EDGAR. Moreover, the Commission amended Volume I of the EDGAR Filer Manual to accord with these changes. Filers will have 12 months from the issuance of this release to transition to EDGAR Next.
Abstract: The Division is considering recommending that the Commission repropose amendments to Rule 144, a non-exclusive safe harbor that permits the public resale of restricted or control securities if the conditions of the rule are met, to increase instances in which the safe harbor would be available.
Agency Contact: Luna Bloom, Attorney Adviser, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549
Abstract: The Division is considering recommending that the Commission propose rules relating to the offer and sale of crypto assets, potentially to include certain exemptions and safe harbors, to help clarify the regulatory framework for crypto assets and provide greater certainty to the market.
Timetable:
Action
Date
FR Cite
NPRM
04/00/26
Regulatory Flexibility Analysis Required: Yes
Agency Contact: Valian Afshar, Chief, Office of Rulemaking, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549
316. • ENHANCEMENT OF EMERGING GROWTH COMPANY ACCOMMODATIONS AND SIMPLIFICATION OF FILER STATUS FOR REPORTING COMPANIES [3235-AN40]
Legal Authority: Not Yet Determined
Abstract: The Division is considering recommending that the Commission propose rule amendments to expand accommodations that are available for Emerging Growth Companies (defined generally to include new issuers with total annual gross revenues of less than $1.235 billion) and to rationalize filer statuses to simplify the categorization of registrants and reduce their compliance burdens.
Timetable:
Action
Date
FR Cite
NPRM
04/00/26
Regulatory Flexibility Analysis Required: Yes
Agency Contact: Nabeel Cheema, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549
317. • UPDATING THE EXEMPT OFFERING PATHWAYS [3235-AN42]
Legal Authority: Not Yet Determined
Abstract: The Division is considering recommending that the Commission propose rule amendments to facilitate capital formation and simplify the pathways for raising capital for, and investor access to, private businesses.
Timetable:
Action
Date
FR Cite
NPRM
04/00/26
Regulatory Flexibility Analysis Required: Yes
Agency Contact: Jeb Byrne, Chief, Office of Small Business Policy, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549
318. • RATIONALIZATION OF DISCLOSURE PRACTICES [3235-AN43]
Legal Authority: Not Yet Determined
Abstract: The Division is considering recommending that the Commission propose rule amendments to rationalize disclosure practices to facilitate material disclosure by companies and shareholders' access to that information.
Timetable:
Action
Date
FR Cite
NPRM
04/00/26
Regulatory Flexibility Analysis Required: Yes
Agency Contact: Dennis Hermreck, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549
Abstract: The Division is considering recommending that the Commission propose rule amendments to modernize the requirements of Exchange Act Rule 14a-8 to reduce compliance burdens for registrants and account for developments since the rule was last amended.
Timetable:
Action
Date
FR Cite
NPRM
04/00/26
Regulatory Flexibility Analysis Required: Yes
Agency Contact: Anna Abramson, Senior Special Counsel, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549
Abstract: The Division was considering recommending that the Commission adopt rule amendments regarding shareholder proposals under Rule 14a-8. The Commission proposed to, among other things, update certain substantive bases for exclusion of shareholder proposals under the Commission's shareholder proposal rule. The proposed amendments would have amended the substantial implementation exclusion, the duplication exclusion, and the resubmission exclusion. This item is being withdrawn from the Agenda.
Agency Contact: Steve Hearne, Special Counsel, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549
Abstract: The Division is considering recommending that the Commission propose amendments to rule 17a-7 under the Investment Company Act of 1940 to modernize the conditions for and expand the availability of the exemption of certain purchase or sale transactions between an investment company and certain affiliated persons.
Timetable:
Action
Date
FR Cite
NPRM
04/00/26
Regulatory Flexibility Analysis Required: Yes
Agency Contact: Michael Khalil, Senior Counsel, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549
Abstract: The Division is considering recommending that the Commission propose amendments to existing rules and/or propose new rules under the Investment Advisers Act of 1940 and the Investment Company Act of 1940 to improve and modernize the regulations around the custody of advisory client and fund assets, including to address in each case crypto assets.
Timetable:
Action
Date
FR Cite
NPRM
04/00/26
Regulatory Flexibility Analysis Required: Yes
Agency Contact: Samuel Thomas, Securities and Exchange Commission, 100 F St NE, Washington, DC 20549
Abstract: The Division is considering recommending that the Commission, jointly with the Department of the Treasury, issue a final rule implementing section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 with regard to certain investment advisers that, among other things, requires those investment advisers, as financial institutions under the Bank Secrecy Act, to implement reasonable procedures to verify the identities of their customers.
Abstract: The Division was considering recommending that the Commission repropose amendments to existing rules and/or adopt new rules under the Investment Advisers Act of 1940 to improve and modernize the regulations around the investment advisers' safeguarding of client assets. The Division was considering recommending that the Commission adopt amendments related to certain of the custody rule's provisions, including the audit, notice, and surprise examination provisions, and the treatment of standing letters of authorization under the rule, as well as related amendments to the recordkeeping rule and to Form ADV under the Advisers Act. This item is being withdrawn from the Agenda.
Agency Contact: Christopher Staley, Branch Chief, Division of Investment Management, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549
325. ENHANCED DISCLOSURES BY CERTAIN INVESTMENT ADVISERS AND INVESTMENT COMPANIES ABOUT ENVIRONMENTAL, SOCIAL, AND GOVERNANCE INVESTMENT PRACTICES [3235-AM96]
Abstract: The Division was considering recommending that the Commission adopt requirements for investment companies and investment advisers related to environmental, social and governance (ESG) factors, including ESG claims and related disclosures. Among other things, the Commission proposed to amend rules and forms under both the Investment Advisers Act of 1940 and the Investment Company Act of 1940 to require registered investment advisers, certain advisers that are exempt from registration, registered investment companies, and business development companies, to provide additional information regarding their ESG investment practices. This item is being withdrawn from the Agenda.
Agency Contact: Zeena Abdul-Rahman, Branch Chief, Division of Investment Management, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549
Abstract: The Division was considering recommending that the Commission adopt rules to enhance fund and investment adviser disclosures and governance relating to cybersecurity risks. The Commission proposed new rules to require registered investment advisers (“advisers”) and investment companies (“funds”) to adopt and implement written cybersecurity policies and procedures reasonably designed to address cybersecurity risks. The Commission also proposed a new rule and form under the Advisers Act to require advisers to report significant cybersecurity incidents affecting the adviser, or its fund or private fund clients, to the Commission. With respect to disclosure, the Commission proposed amendments to various forms regarding the disclosure related to significant cybersecurity risks and cybersecurity incidents that affect advisers and funds and their clients and shareholders. Finally, the Commission proposed new recordkeeping requirements under the Advisers Act and Investment Company Act. This item is being withdrawn from the Agenda.
Agency Contact: Robert Holowka, Branch Chief, Division of Investment Management, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549
Abstract: The Division was considering recommending that the Commission propose changes to regulatory requirements relating to registered investment companies' fees and fee disclosure. This item is being withdrawn from the Agenda.
Timetable:
Action
Date
FR Cite
Withdrawn
04/21/25
Regulatory Flexibility Analysis Required: Yes
Agency Contact: Mykaila DeLesDernier, Senior Counsel, Division of Investment Management, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549
Abstract: The Division of Trading and Markets and the Division of Investment
( printed page 45657)
Management were considering recommending that the Commission re-propose rules related to broker-dealer and investment adviser conflicts in the use of predictive data analytics, artificial intelligence, machine learning, and similar technologies in connection with certain investor interactions. This item is being withdrawn from the Agenda.
Agency Contact: Sirimal Mukerjee, Senior Special Counsel, Division of Investment Management, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549
Abstract: The Division was considering recommending that the Commission adopt rules related to the oversight of third-party service providers. The Commission proposed a new rule under the Investment Advisers Act of 1940 to prohibit registered investment advisers (“advisers”) from outsourcing certain services or functions without first meeting minimum requirements. The proposed rule would require advisers to conduct due diligence prior to engaging a service provider to perform certain services or functions. It would further require advisers to periodically monitor the performance and reassess the retention of the service provider in accordance with due diligence requirements to reasonably determine that it is appropriate to continue to outsource those services or functions to that service provider. The Commission also proposed corresponding amendments to the investment adviser registration form to collect census-type information about the service providers defined in the proposed rule. In addition, the Commission proposed related amendments to the Advisers Act books and records rule, including a new provision requiring advisers that rely on a third party to make and/or keep books and records to conduct due diligence and monitoring of that third party and obtain certain reasonable assurances that the third party will meet certain standards. This item is being withdrawn from the Agenda.
Agency Contact: Jennifer Porter, Senior Special Counsel, Division of Investment Management, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549
Abstract: The Division is considering recommending that the Commission propose updates and refinements to modernize the Commission's existing regulatory regime for transfer agents, including rules relating to crypto assets and the use of distributed ledger technology by transfer agents.
Abstract: The Commission amended its rules to require electronic filing or submission of certain forms and other filings or submissions that are required to be filed with or submitted to the Commission under the Securities Exchange Act of 1934 (“Exchange Act”) and the rules and regulations under the Exchange Act. The amendments require the electronic filing or submission on the Commission's Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system, using structured data where appropriate, for certain forms filed or submitted by self-regulatory organizations (“SROs”). The amendments require the information currently contained in Form 19b-4(e) to be publicly posted on the SRO's website and remove the manual signature requirements for SRO proposed rule change filings. The Commission also required that a clearing agency post supplemental material to its website. In addition, the Commission amended rules under the Exchange Act and the Securities Act of 1933 (“Securities Act”) to require the electronic filing or submission on EDGAR, using structured data where appropriate, of certain forms, reports, and notices provided by broker-dealers, security-based swap dealers, and major security-based swap participants. The amendments also require withdrawal in certain circumstances of notices filed in connection with an exception to counting certain dealing transactions toward determining whether a person is a security-based swap dealer. Finally, the Commission allowed electronic signatures in certain broker-dealer filings, and amending the Financial and Operational Combined Uniform Single Report (“FOCUS Report”) to harmonize with other rules, make technical corrections, and provide clarifications.
332. CYBERSECURITY RISK MANAGEMENT RULES FOR BROKER-DEALERS, CLEARING AGENCIES, MSBSPS, THE MSRB, NATIONAL SECURITIES ASSOCIATIONS, NATIONAL SECURITIES EXCHANGES, SBSDRS, SBS DEALERS, AND TRANSFER AGENTS [3235-AN15]
Abstract: The Division was considering recommending that the Commission repropose amendments related to cybersecurity risks. This item is being withdrawn from the Agenda.
Abstract: The Division was considering recommending that the Commission adopt new rules under the Securities Exchange Act of 1934 relating to a broker-dealer's duty of best execution. This item is being withdrawn from the Agenda.