What to Expect in SEC Rulemaking: Takeaways From the SEC’s Spring 2026 Regulatory Agenda

The SEC has released its Spring 2026 Regulatory Flexibility agenda (Spring 2026 Agenda). The Spring 2026 Agenda announces an ambitious set of potential rulemaking proposals, across all the major SEC operating divisions, for the next year. Most of the proposed rulemakings are strongly deregulatory in nature, although details are limited. The SEC had not previously announced some of the proposed rulemaking topics.

In a statement published on July 7, 2026, SEC Chairman Paul Atkins described the Commission’s Spring 2026 Agenda as “robust rulemaking” that will return the agency to its “core mission of protecting investors; facilitating capital formation; and maintaining fair, orderly, and efficient markets.”¹ Read alongside the 2025 Regulatory Flexibility Agenda (the 2025 Agenda), the Spring 2026 Agenda reveals a Commission that has rapidly expanded its active rulemaking program while simultaneously executing a sweeping deregulatory reset.

Where the 2025 Agenda — the Commission’s first under the leadership of Chairman Atkins — was relatively lean, listing only a handful of active rulemakings (several representing the formal withdrawal of proposals from former Chairman Gary Gensler’s agenda),² the Spring 2026 Agenda is far more expansive. It catalogs nearly 40 action items, including prerule and proposed-rule stage entries. Notably, a majority of the items on the Spring 2026 Agenda reflect new rulemaking efforts that were not part of the 2025 Agenda. Key proposed items include amendments to the books-and-records rule for broker-dealers and registered investment advisers, the custody rule for registered investment advisers, and certain proxy rules to modernize the proxy system.

The Spring 2026 Agenda reflects a Commission oriented around a distinctive and markedly different set of priorities than those of recent years. Rather than expanding the SEC’s regulatory perimeter, the focus is on reducing compliance burdens, facilitating capital formation, and providing greater regulatory certainty for digital assets.

Key Changes From the 2025 Agenda to the Spring 2026 Agenda

The Spring 2026 Agenda adds a substantial number of new rulemaking items affecting broker-dealers, investment advisers, clearing agencies, transfer agents, and others. The majority of the proposals in the Spring 2026 Agenda are designated “deregulatory” under President Donald Trump’s Executive Order 14192, “Unleashing Prosperity Through Deregulation,” which mandated that agencies identify at least 10 existing regulations for repeal for every new regulation introduced.³ The deregulatory items on the Commission’s Spring 2026 Agenda reflect the Trump administration goal of easing the regulatory landscape for financial markets.

Rules to Watch

While the Spring 2026 Agenda contains a number of notable items, a few merit particular attention.

1. Regulatory Status of Finders: The term “broker” in Section 3(a)(4)(A) of the Exchange Act encompasses a person who is “engaged in the business” of “effecting” securities transactions “for the account of others.” The SEC has historically construed the term “effecting” broadly and could include activities removed from “point of sale” activities and where a person does not maintain any securities “account” for another person. Under such definition of “broker,” arguably, a person who does not engage in activities that directly result in the consummation of a securities sale should not be deemed to be a broker even if such person is compensated as such but rather should be allowed to engage in them as an unregistered “finder.” An unregistered finder would not be subject to Financial Industry Regulatory Authority (FINRA) (or other self-regulatory organization) membership.⁴ A formal rulemaking would likely produce more explicit and durable guidance from the SEC.⁵
2. Recordkeeping Rules: Rule 204-2 is the foundational books-and-records rule for SEC-registered investment advisers, requiring them to make and keep true, accurate, and current records related to their advisory business. Rule 17a-4(b)(4) requires broker-dealers to retain all communications relating to their “business as such” — a phrase in the rule since 1961 that has never been defined.⁶ Beginning in 2022, the SEC and FINRA brought a wave of enforcement actions imposing over $1.1 billion in penalties on firms for failing to preserve business communications conducted over off-channel platforms. Both proposed rules are designated “deregulatory,” signaling that the SEC intends to narrow the scope of, and potentially modernize, these recordkeeping obligations.
3. Definition of “Dealer”: In February 2024, the Gensler-era Commission adopted Rules 3a5-4 and 3a44-2 to expand the population of market participants required to register as dealers, but on November 21, 2024, the U.S. District Court for the Northern District of Texas vacated both rules,⁷ holding that the Exchange Act’s text and history make clear that a dealer must have customers and that rules covering entities without customer relationships exceeded the SEC’s statutory authority. This Spring 2026 Agenda item signals that the current Commission intends to propose a rule that is more limited. While it remains unclear exactly how the SEC will propose to amend the dealer definition, the rulemaking may pertain to certain decentralized finance market participants.
4. Pay-to-Play Reform: Rule 206(4)-5 under the Investment Advisers Act generally prohibits SEC-registered investment advisers and exempt reporting advisers from receiving compensation for providing advisory services to a government entity for two years after the adviser or certain covered associates make covered political contributions to officials of that government entity and imposes related restrictions on solicitation and coordination activity. The Spring 2026 Agenda does not provide detail on the expected amendments, stating only that the SEC is considering recommending amendments to address identified “compliance burdens.” The proposal could be significant for advisers that manage public pension plan or other government entity capital.
5. Custody Rule Amendments: Rule 206(4)-2 under the Investment Advisers Act governs the safeguarding of client funds and securities by registered investment advisers. As in prior regulatory flexibility agendas, the Spring 2026 Agenda suggests the SEC is considering amendments to the custody rule, stating that amendments to the Investment Advisers Act and Investment Company Act would “improve and modernize the custody framework.” The Gensler-era Commission’s prior attempt to replace the custody rule with a broader safeguarding rule generated substantial industry concern and comment. Any proposal to modernize the custody rule to address digital asset custody and other evolving asset-holding practices will be of great interest to many market participants.
6. Enhancing Retail Exposure to Private Markets: In his July 7, 2026, statement, Chairman Atkins framed this proposal as intended to “better facilitate retail investor participation in private markets” and offer retail investors exposure to “the full dynamism of our markets — both public and private.” The Spring 2026 Agenda states that the proposed rule would allow investment advisers to charge performance fees to an expanded set of clients, reflecting what the Commission describes as a “profound shift” in the private markets over the past two decades.⁸
7. Securities Loan Reporting and Short Interest Reporting Rules: Following the Fifth Circuit’s order remanding Rule 10c-1a and Rule 13f-2/Form SHO to the SEC for further evaluation of their cumulative economic impact, Chairman Atkins stated that he had “directed Commission staff to evaluate the rules … and make recommendations for appropriate Commission action, including potential changes.”⁹ The Spring 2026 Agenda indicates that the SEC is considering amendments to the securities loan reporting regime under Rule 10c-1a and the short interest reporting regime under Rule 13f-2/Form SHO to “reduce costs and burdens associated with” the rules’ requirements.
8. Amendments to Broker-Dealer Financial Responsibility and Recording Rules Regarding Crypto Assets: The SEC’s financial responsibility rules originated decades ago — 1940 (Rule 8c-1 (hypothecation)); 1965 (Rule 15c3-1 (net capital)); and 1972 (Rule 15c3-3 (customer protection)) — in an era that contemplated mainly securities represented by physical certificates that were, principally, traded on organized securities markets. Applying these rules to crypto securities assets that transfer via a distributed ledger (blockchain) versus on an organized/registered securities exchange that the SEC has historically recognized as constituting a “ready market” has proven to be challenging, and the SEC has proceeded cautiously, in particular, with uncertainty under the application of the Securities Investor Protection Act of 1970. Moreover, these rules and requirements apply only to security products. Similarly, the SEC’s core books and records rules for broker-dealers (Rules 17a-3 and 17a-4) have not kept pace with the development of activities involving crypto (securities) assets.
9. Amendments to Certain Proxy Rules: The SEC is considering amendments to modernize the proxy infrastructure and improve communications among issuers, intermediaries, and shareholders. Although the Spring 2026 Agenda does not identify specific amendments, the initiative may address longstanding operational issues in the proxy system, including the objecting beneficial owner (OBO) and nonobjecting beneficial owner (NOBO) framework, shareholder communications, and other aspects of proxy distribution and processing. The project appears to build on the Commission’s earlier proxy process modernization efforts, which considered reforms to the distribution of proxy materials, shareholder communications, vote processing, and vote confirmation.
10. Executive Compensation Disclosure Reform: The SEC is considering amendments to the executive compensation disclosure requirements in Regulation S-K to reduce compliance costs and simplify disclosure. The project will likely encompass portions of Item 402, including revisions or reductions in disclosure requirements added in recent years, such as the pay-vs.-performance rules introduced in 2022.¹⁰
11. Financial Institution Resolution Transactions: The SEC is considering amendments to provide greater clarity regarding transactions undertaken in connection with the resolution of financial institutions. The Spring 2026 Agenda provides little additional detail, stating only that the proposal would address transactions occurring as part of financial institution resolution processes. The rulemaking may clarify the application of the federal securities laws to acquisitions, recapitalizations, bridge institution transactions, and other transactions implemented by banking regulators or the Federal Deposit Insurance Corporation in connection with resolving distressed financial institutions.

The Spring 2026 Agenda reflects the Atkins-led Commission’s ongoing active, affirmative rulemaking agenda. The ambitious volume of new deregulatory proposals will be important to monitor.

¹ Chairman Paul S. Atkins, Statement on the 2026 Regulatory Agenda, (July 7, 2026), https://www.sec.gov/newsroom/speeches-statements/atkins-statement-2026-regulatory-agenda-070726?utm_medium=email&utm_source=govdelivery.

² The 2025 Regulatory Flexibility Agenda was published in the Federal Register September 22, 2025, and is available at https://www.federalregister.gov/documents/2025/09/22/2025-18321/regulatory-flexibility-agenda.

³ Exec. Order No. 14192, 90 FR 9065 (Jan. 31, 2025), available at https://www.federalregister.gov/documents/2025/02/06/2025-02345/unleashing-prosperity-through-deregulation.

⁴ In October 2020, the SEC proposed an exemptive order that would have granted “conditional” exemption from broker registration (and FINRA membership) for finders but that would have been restricted to certain natural persons engaged in limited activities on behalf of issuers in, generally, private offerings; however, the SEC never finalized such proposal.

⁵ Any action by the SEC on finders presumably would not address separate “broker-dealer” registration considerations under state securities or “Blue Sky” laws. See Section 15(i) of the Exchange Act relating to certain areas of federal preemption of state Blue-Sky laws in respect of Exchange Act–registered broker-dealers.

⁶ In SEC Release No. 34-44992 (October 2001), the SEC noted, generally, “that the content and audience of the message determine whether a copy must be preserved, regardless of whether the message was sent on paper or sent electronically” but has not otherwise provided any meaningful guidelines as to what constitutes a firm’s “business as such.”

⁷ See Nat’l Ass’n of Private Fund Managers v. SEC, No. 4:24-cv-00250 (N.D. Tex. Nov. 21, 2024); Crypto Freedom Alliance of Texas v. SEC, No. 4:24-cv-00361 (N.D. Tex. Nov. 21, 2024).

⁸ Enhancing Retail Exposure to Private Markets, Proposed Rule RIN 3235-AN59 is available at https://www.reginfo.gov/public/do/eAgendaViewRule?pubId=202510&RIN=3235-AN59.

⁹ Chairman Paul S. Atkins, Statement Regarding Rule 10c-1a and Rule 13f-2 and Related Form SHO (Sept. 5, 2025), https://www.sec.gov/newsroom/speeches-statements/atkins-2025-rule10c1aandrule13f-090525.

¹⁰ Pay Versus Performance, Commission Release No. 34-95607, available here: https://www.sec.gov/files/rules/final/2022/34-95607.pdf.

This post is as of the posting date stated above. Sidley Austin LLP assumes no duty to update this post or post about any subsequent developments having a bearing on this post.