SEC top five priorities for 2026

In 2025, Trump signed an executive order (EO) directing the SEC and the Department of Labor to remove regulatory and legal barriers preventing investor access to alternative assets — including private equity, real estate, infrastructure and digital assets — within 401(k) retirement plans. The SEC also is tasked with reviewing the accredited investor definition to further facilitate access. Currently, most private company investments are restricted to people or entities that are considered “accredited investors,” which means they meet certain asset or other thresholds. In tandem with this EO, it is anticipated that the Commission will consider rule amendments to simplify pathways to raising capital for, and investor access to, private companies.

Atkins, Peirce and Uyeda have stressed the benefits of expanding access to private markets as well as the importance of investor safeguards. Uyeda has noted that “[w]ith proper guardrails, retail investors should have the opportunity to obtain higher risk-adjusted returns on investments and build more resilient retirement portfolios." Similarly, Peirce has emphasized that access to private markets must be structured “in a way that is diversified, professionally managed and consistent with their investing time frames.”^5,6

The Commission also is expected to consider amendments aimed at reducing compliance burdens for smaller public companies as well as those that are recent entrants to the public markets. These changes would expand existing accommodations for EGCs, which are subject to scaled disclosures requirements compared to larger public companies. Atkins has discussed several approaches to enhancing these requirements, including allowing EGCs to remain on the “IPO on-ramp” for a longer period of time.

Commissioners have discussed potential rule changes to simplify filer status, which is based on public float and revenue. The Commission is reassessing how issuer categories are defined and applied across the disclosure regime, focusing on cost-benefit considerations for companies. Filer status determines a company’s SEC filing deadlines, when they are required to adopt new accounting standards and whether auditor attestation for internal control over financial reporting is required. Peirce and Uyeda have noted that the filer status categories overlap, causing potential confusion. Uyeda also has highlighted that the thresholds for determining filer status have not been updated recently, highlighting that “a company with a $250 million public float is subject to the same disclosure requirements as a company with a $250 billion public float,” among other concerns.

According to the regulatory agenda, the Commission will consider reproposing amendments to Rule 144, which would expand a safe harbor allowing investors to resell restricted securities in public markets without registering the sale with the SEC.

The regulatory agenda includes potential amendments to the shelf registration process aimed at reducing compliance burdens and facilitating capital formation. Although details about the rule proposal are not yet available, Uyeda has noted “unique challenges” that smaller, unlisted companies face, including that they are ineligible to use shelf registration statements. He suggested that easing these restrictions would allow for smaller companies to “quickly access the capital markets when timing and other conditions are ideal.”

The SEC will consider proposals to streamline disclosure requirements and execute Atkins’ goal of “ensuring that materiality is the north star of the SEC’s disclosure regime.”

The Commission has set its sights on considering amendments to disclosure rules this year. In 2025, the Commission took its first steps on this initiative by hosting a roundtable to gather input on potential changes to executive compensation disclosure requirements and is currently working on a proposed rule. Atkins also has identified risk factors as an area of information overload. He has argued that the length and duplicative nature of these disclosures contribute to the intense volume of data investors must parse through. Atkins recently invited the public to submit input on other potential revisions to eliminate immaterial information in disclosures. 

In 2025, Trump encouraged the SEC to consider changing its periodic reporting requirements from a quarterly to a semiannual cadence, and Atkins responded by pledging that the Commission will propose a new rule early in 2026.⁷ Uyeda discussed the benefits of this approach, stating, “Shifting from quarterly to semiannually would provide more flexibility for companies to align the reporting period with the potential needs of their shareholder base, business cycle, and securities analyst coverage.” Trump had raised this issue during his first term, which prompted then-Chairman Jay Clayton to issue a request for comment. However, the SEC did not take further action at the time.

The commission unanimously voted to issue a concept release seeking public input on the definition of “foreign private issuer” in the SEC rules. As noted in the concept release, disclosure accommodations available to FPIs were implemented with the premise that “most eligible FPIs would be subject to meaningful disclosure and other regulatory requirements in their home country jurisdictions.” The release observes that the composition of FPIs has shifted over the past two decades and also raises several concerns, including that many FPIs don’t trade in their home country markets and may be subject only to SEC requirements. Atkins emphasized that accommodations for foreign issuers must remain “reasonable” and avoid placing US companies at a competitive disadvantage. 

Looking ahead, Atkins stated that the Commission will issue a related rule proposal this year, which would incorporate feedback from the comment letters.⁸

Atkins, Peirce and Uyeda have long expressed skepticism about requiring sustainability-focused disclosures. Accordingly, the SEC has recalibrated the agency’s approach to its climate disclosure rules. The rules were finalized in March 2024 and required public companies to include climate-related information in registration statements and annual reports. The rules have not been implemented due to legal challenges, which were consolidated before the Eighth Circuit Court of Appeals. In March 2025, the Commission under then-Acting Chairman Uyeda voted to stop defending the rules. The Eighth Circuit suspended the legal proceedings in April 2025 and has ordered the SEC to clarify whether the Commission will rescind, revise or defend the rules for the litigation to continue. 

Beyond the US, the commissioners also have called on international standard-setters to base sustainability reporting requirements on financial materiality.

The commission’s regulatory agenda includes a proposal to amend Rule 14a-8, which governs when shareholder proposals may be excluded from a company’s proxy statement. The proposed amendments would seek to reduce the compliance burden for issuers and account for developments since the rule was last amended in 2020. The 2020 changes were intended to reduce costs for issuers and to ensure that shareholder proposals come from shareholders with a meaningful economic stake in the issuer. The anticipated proposal replaces other amendments to Rule 14a-8, proposed in 2022 and withdrawn in 2025, that would have narrowed substantive reasons companies may exclude shareholder proposals from proxy statements.

While details of the rule proposal are not yet available, Atkins has suggested in recent remarks that “the Commission should re-evaluate [Rule 14a-8’s] fundamental premise that shareholders should be able to force companies to solicit for their proposals […] at little or no expense to the shareholder.” In addition, a December EO issued by Trump directs the SEC to consider rescinding all rules and guidance relating to shareholder proposals, including Rule 14a-8, as well as rules and guidance regarding proxy advisors, particularly where shareholder proposals and proxy advisor recommendations implicate diversity, equity and inclusion (DEI) or environmental, social and governance (ESG) policies.

In addition to potential changes to the shareholder proposal rules, Atkins has encouraged companies to pursue different avenues to exclude shareholder proposals from proxy statements, including through state law. 

Trump’s order on shareholder proposals also mandates that the SEC review and possibly revise or rescind rules and guidance on proxy advisors (particularly DEI- and ESG-related policies). Separately, Atkins has expressed concerns over proxy advisory firms and has stated his intention to address what he views as the outsize influence of proxy advisors on management decisions. While the SEC passed rules in 2020 to impose certain requirements on proxy advisors, the DC District Court overturned them in 2024.⁹

The SEC’s Division of Corporation Finance announced that during the 2025-2026 proxy season, it will not express views on or respond to most no-action requests from companies regarding decisions to exclude shareholder proposals under Rule 14a-8. One exception is that the staff will respond when a company seeks to exclude a proposal by asserting that it is not a proper subject for shareholder action under state law. The stated rationale for this change is to allow the SEC staff to focus on the large volume of registration statements and other filings following the 43-day government shutdown in October-November. The staff also noted “... the extensive body of guidance from the Commission and the staff available to both companies and proponents.” Some observers have suggested that the lack of staff no-action letters could increase the perceived litigation risk and the risk of “vote no” campaigns against directors using exempt solicitation filings with the SEC for companies that want to exclude shareholder proposals.

The SEC staff issued guidance in February 2025 allowing companies greater flexibility to exclude proposals that do not significantly relate to their business. This largely reversed a policy change made during former Chair Gensler’s tenure.

In September 2025, the Commission voted to issue a policy statement clarifying that the presence of a mandatory arbitration clause in the company’s bylaws will not affect the staff’s determination of whether to accelerate the effective date of a registration statement. This reverses prior staff practice. The policy statement indicates that the SEC does not express a view on whether mandatory arbitration provisions are “appropriate or optimal for issuers or investors.” It also notes that a 2025 amendment to Delaware’s Corporation Law restricts mandatory arbitration provisions, which seems to reduce the impact of the statement.

In comments on the policy statement, Atkins explained his view that the Commission is “not a merit regulator that decides whether a company’s particular method of resolving disputes with its shareholders is ‘good’ or ‘bad.’” He said that instead, the Commission must ensure “complete and adequate disclosure of material information concerning a company’s mandatory arbitration provision, if one exists.” Crenshaw was the only commissioner to oppose this action, arguing that it weakens investor protections and ignored proper rulemaking procedures, including a public comment period.

Atkins has stated his goal to establish a regulatory framework that addresses the offer and sale of crypto assets. The Commission also is expected to advance “innovation exemptions” to provide time-limited, conditional relief for crypto asset projects while permanent rules are developed.

In 2026, amendments or new rules are expected to be proposed to modernize the regulations around the custody of advisory client and fund assets, including crypto assets. Atkins has directed staff to revisit and update custody rules so they are “adaptable and adapted to the modern world and to this new technology,”¹¹ including clarified expectations for qualified custodians and alignment of existing safeguards with how blockchains function. Atkins also announced plans to propose amendments to Exchange Act rules to accommodate the trading of crypto assets on alternative trading systems (ATS) and national securities exchanges. To address this, he has asked staff to prepare recommendations “that would allow tokens tied to an investment contract to trade on non-SEC regulated platforms, including those intermediaries registered at the CFTC or through a state regulatory regime.”

Atkins has supported innovation in the capital markets, including with respect to the use of artificial intelligence (AI). He has stated that the SEC “should use its available authority and discretion to adapt to and accommodate new developments.” His goal of creating a friendlier environment for innovation aligns with the administration’s AI plan, which calls for all federal agencies to revise or repeal regulations that block AI development or deployment. It also directs the SEC to establish regulatory sandboxes for testing AI tools. These would be intended to allow enterprises to “rapidly deploy and test AI tools while committing to open sharing of data and results” while under regulatory supervision. 

The Commission also will leverage AI to improve internal processes. The Commission launched a task force on AI to enhance innovation and efficiency in the agency’s operations.

Atkins has emphasized that the Division of Enforcement will prioritize fraud and market manipulation rather than what he deems as technical violations or novel legal theories. In his view, this shifts away from the previous Commission’s enforcement approach, which various Republican commissioners had criticized as “regulation through enforcement.” Atkins has stated, “We must go after cases of genuine harm and bad acts, but we must view cases of benign or innocent actions differently. In the past, we have seen examples of enforcement actions in areas, such as retention of books and records, that consumed excessive Commission resources not commensurate with any measure of investor harm.” Atkins has cast the shift as in part a response to market criticisms of the previous Commission, noting, “What I am trying to address is a market perception that […] there was a lack of due process, a lack of notice, a lack of rule of law.”¹²

Perhaps no other area has seen a more pronounced shift in enforcement approach than crypto assets. As noted above, the Commission’s focus is on providing “rules of the road” for crypto and supporting innovative products where possible. Atkins pointedly criticized the prior Commission for having “pursued a shoot-first-and-ask-questions-later approach of regulation through enforcement” on crypto.

The SEC launched a new Cross-Border Task Force in September 2025. The SEC indicated the task force will “focus initially on investigating potential US federal securities law violations related to foreign-based companies, including potential market manipulation” as well as “gatekeepers” that assist such companies in accessing US markets. The task force also aims to “examine potential securities law violations related to companies from foreign jurisdictions, such as China, where governmental control and other factors pose unique investor risks.”

Atkins has emphasized the need for fairness, transparency and predictability in the SEC’s enforcement of the securities laws. He has signaled plans to move away from measuring the success of the enforcement program with metrics such as the number of cases brought and the amount of penalties collected. Rather, he plans to focus on rewarding enforcement staff for “follow[ing] the evidence and the law wherever it leads,” including when that means not recommending an enforcement action. He also has indicated plans to “revisit and refresh” the Wells process, through which potential defendants are able to hear and respond to the SEC’s evidence against them, among other procedural changes.