CLS Blue Sky Blog

Cleary Gottlieb Discusses SEC’s 2026 Rulemaking Agenda

The SEC’s 2026 rulemaking agenda and statement of regulatory priorities recently went public as part of the federal governments overall 2026 Regulatory Plan. The agenda lists 38 potential SEC rulemakings and reflects Chairman Atkins’s broadly deregulatory orientation, with proposals aimed at: cutting compliance burdens, facilitating capital formation, revitalizing public markets to “Make IPOs Great Again,” widening retail access to private markets, and building a crypto framework. As expected, many of the pending proposals are anticipated to reshape the disclosure, proxy, capital-raising, and governance rules that public companies live by.

As the SEC’s preamble to the agenda notes, the agenda lists the rules the Chairman expects the agency to consider over the next 12 months, as of May 12, 2026. Additionally, the agenda is not binding: the Commission can take up matters left off the list or pass on matters included on it, and any proposal may move faster or slower than the projected dates suggest. Further, while of course new items could be added, it is likely that the agenda represents a significant portion of the SEC’s rulemaking goals in this administration.

Carryovers from the Spring 2025 Agenda

Twenty-one items carry over from the Spring 2025 agenda, so many will look familiar. The carryovers most relevant to public companies are listed below:

Rule Summary Description Status / Date
Enhancement of EGC Accommodations and Simplification of Filer Status Expand accommodations for emerging growth companies and rationalize filer statuses to simplify categorization and reduce compliance burdens. Rule proposal released May 2026; comment period expires July 20, 2026
Registered Offerings Reform Modernize the shelf registration process to reduce compliance burdens and further facilitate capital formation. Rule proposal released May 2026; comment period expires July 27, 2026
Updating the Exempt Offering Pathways Facilitate capital formation and simplify pathways for raising capital, including potential amendments to the accredited investor definition. Rule proposal, October 2026
Rationalization of Disclosure Practices Rationalize disclosure practices to facilitate material disclosure and shareholders’ access to that information. Rule proposal, October 2026
Shareholder Proposal Modernization 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. Rule proposal, October 2026
Rule 144 Safe Harbor Amendments to increase instances in which the resale safe harbor would be available. Rule proposal, October 2026
Foreign Private Issuer Eligibility Enhancements Enhance the regulatory framework governing foreign private issuers. Rule proposal, October 2026

New Items on the 2026 Agenda

Seventeen topics are newly included in the agenda. Those landing squarely on public company reporting, disclosure, and governance include:

Rule Summary Description Status / Date
Semiannual Reporting Allow Exchange Act reporting companies to report on a semiannual basis. Rule proposal released May 2026; comment period expired July 6, 2026
Rescission of Climate-Related Disclosure Rules Rescind the climate-related disclosure rules adopted March 6, 2024. Rule proposal released June 2026; comment period expires August 3, 2026
Electronic Delivery of Information Under the Federal Securities Laws Modernize the use of electronic delivery for information required under the federal securities laws and reduce paper-delivery costs. Rule proposal, October 2026, currently pending OIRA review
Amendments to Certain Proxy Rules Modernize the proxy solicitation process, including filing and procedural requirements for solicitations and shareholder meetings, to reduce costs and compliance burdens. This effort may reach Rule 14a-3, which requires companies to file and furnish shareholders an annual report (the glossy “annual report to shareholders” submitted on Form ARS) that largely duplicates the Form 10-K, so that requirement could be eliminated. Rule proposal, October 2026
Executive Compensation Disclosure Reform Amend Item 402 of Regulation S-K to rationalize executive compensation disclosure requirements. Rule proposal, October 2026

The SEC’s agenda also adds items across several other areas. Some would amend Investment Advisers Act and Investment Company Act rules, including a proposal to better facilitate retail investor exposure to private markets and to let advisers charge performance fees to an expanded set of clients. Others would modernize the clearing agency registration process and amend the Treasury Clearing Rule. A further set would touch broker-dealers and other financial institutions: the regulatory status of “finders,” a recordkeeping clarification connected to the Biden-era off-channel communications sweep, burden reduction across short-selling and securities-lending reporting rules, and financial institution resolution transactions.

Of note, the Crypto Assets rule has been pending OIRA review since March 20, 2026, with a July 2026 projected date, so it could be released at any time. Two more crypto rulemakings carry July 2026 dates: broker-dealer financial responsibility and recordkeeping for crypto assets, and crypto market structure amendments. Together with several other crypto related proposals, these are intended to advance President Trump’s goal of making the United States “the crypto capital of the world” across the offer and sale of crypto assets, market structure, custody, transfer agents, and broker-dealer rules.

Key Takeaways

This is a clearly deregulatory window with the SEC focused on rule “rationalization.” Many proposals are intended to cut issuer compliance burdens, but each moves on its own timeline and through its own comment period. Timing remains uncertain, with OIRA submissions currently acting as a better predictor of what will be released next, rather than the projected dates included in agency rulemaking agendas. Practically, boards and finance teams should continue monitoring the pace of rulemaking and working to understand how these proposals interact. The individual pieces are moving quickly, and their cumulative effect on disclosure obligations and capital-raising strategies will become clearer as more of them reach final form.

This post is based on a Cleary Gottlieb Steen & Hamilton LLP memorandum, “SEC Publishes Its 2026 Rulemaking Agenda,” dated July 9, 2026, and available here. 

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