On July 7, 2026, the Office of Information and Regulatory Affairs (“OIRA”) released the Securities and Exchange Commission’s (the “SEC”) Spring 2026 Unified Agenda of Regulatory and Deregulatory Actions (the “SEC 2026 Regulatory Agenda”).¹ The SEC 2026 Regulatory Agenda outlines the SEC’s anticipated rulemaking priorities and provides insight into Chairman Paul Atkins’ policy direction through a combination of continuing and new rulemaking initiatives.

Key Highlights of the SEC 2026 Regulatory Agenda

Consistent with the SEC’s Statement of Regulatory Priorities for Fiscal Year 2026² and Chairman Atkins’ statement accompanying the SEC 2026 Regulatory Agenda,³ the SEC 2026 Regulatory Agenda’s principal themes focus on crypto assets, capital formation and retail access to private markets. While several investment management-related proposals align with those themes, other proposals reflect the SEC’s effort to modernize the regulatory framework more broadly.

Crypto

The SEC’s crypto-related proposals reflect an effort to establish a more comprehensive regulatory framework governing the issuance, custody, and trading of crypto assets.  Consistent with the SEC’s ongoing effort of examining how existing regulations should be applied in the crypto context, several of these initiatives include broader modernization efforts that will also impact traditional registrants.

• Crypto Assets: The SEC is considering rules relating to the offer and sale of crypto assets, which may include exemptions and safe harbors, intended to provide greater certainty to the market, facilitate capital formation, accommodate innovation within crypto asset markets, and help ensure investors receive the information needed to make informed investment decisions while maintaining appropriate investor protections.
• Crypto Market Structure Amendments: The SEC is considering amendments to the Securities Exchange Act of 1934 (the “Exchange Act”) rules governing the trading of crypto assets on alternative trading systems and national securities exchanges.
• Broker-Dealer Financial Responsibility and Recordkeeping Rules: The SEC is considering amendments to various Exchange Act Rules 15c3-1, 15c3-3, 17a-3 and 17a-4 to address the application of existing broker-dealer financial responsibility, recordkeeping and reporting requirements to crypto assets.
• Custody Rules: The SEC is considering amendments or new rules to improve and modernize custody requirements under the Investment Advisers Act of 1940 (the “Advisers Act”) and the Investment Company Act of 1940 (the “1940 Act”), including requirements applicable to crypto assets. The proposed rules and rule amendments are intended to clarify the framework for custody of crypto assets by investment advisers and investment companies in response to questions regarding compliance with existing custody requirements. The SEC has also indicated that the rulemaking would update certain provisions that may no longer be necessary to provide investor protection in light of developments in financial markets and asset custody practices.
• Transfer Agents: The SEC is considering updates and refinements to modernize its existing regulatory regime for transfer agents, including rules relating to crypto assets and the use of distributed ledger technology by transfer agents.

Together, these proposals indicate that the SEC intends to address how crypto assets and related transactions should be treated across various aspects of the existing regulatory framework through a coordinated rulemaking agenda.

Capital Formation and Private Markets

Chairman Atkins has emphasized modernizing the regulatory framework to encourage capital formation, reduce unnecessary regulatory burdens and expand investment opportunities. Several proposals are directed at increasing access to private markets, expanding investment opportunities and simplifying pathways for raising capital.

• Updating the Exempt Offering Pathways: The SEC is considering amendments designed to facilitate capital formation and simplify pathways for raising capital for, and investor access to, private businesses. Notably, the proposal specifically contemplates potential amendments to the definition of accredited investor, which could lead to broader access to private funds and private offerings.
• Rule 144 Safe Harbor: The SEC is considering reproposing amendments to Rule 144 to increase the circumstances in which the safe harbor would be available for public resales of restricted and control securities.
• Enhancing Retail Exposure to Private Markets: The SEC is considering amendments under the Advisers Act and the 1940 Act designed to facilitate retail investor exposure to private markets through registered investment companies and permit investment advisers to charge performance fees to an expanded set of clients. The SEC indicated that facilitating retail investor access to private markets through registered funds and expanding performance-fee eligibility could provide additional opportunities for investors seeking greater diversification consistent with their investment objectives, investment time horizons and risk tolerance in light of the significant growth of private markets over the past two decades.
• Regulatory Status of Finders: The SEC is considering proposed rules regarding the regulatory status of “finders” for purposes of Section 15(a) of the Exchange Act.

Together, these proposals reflect the SEC’s focus on expanding access to private markets, facilitating capital formation and modernizing regulatory frameworks that govern both investment opportunities and capital-raising activities.

Investment Management Modernization

The SEC 2026 Regulatory Agenda also includes several initiatives aimed at modernizing investment adviser and fund regulation while reducing compliance burdens.

• Form PF: The SEC is considering amendments to Form PF that would streamline reporting requirements and reduce compliance burdens for private fund advisers.
• Pay-to-Play Reform: The SEC is considering amendments to Rule 206(4)-5 under the Advisers Act to address identified compliance burdens.
• Investment Adviser Recordkeeping: The SEC is considering amendments to Rule 204-2 under the Advisers Act to address issues arising from electronic communications and other technological developments since the rule’s adoption.
• Electronic Delivery of Information: The SEC is considering rules addressing the use of electronic delivery for information required under the Federal securities laws and rules thereunder. The proposal is intended to modernize the SEC’s approach to electronic media and reduce costs associated with paper delivery.
• Rule 17a-7 under the 1940 Act: The SEC is considering amendments to modernize and expand the availability of the exemption for certain transactions between investment companies and affiliated persons.
• Affiliated Securities Lending Agent Arrangements: The SEC is considering a new exemptive rule that would permit registered investment companies to use affiliated securities lending agents compensated through a share of lending revenue, subject to specified conditions.
• Form N-PORT: The SEC has proposed amendments to Form N-PORT intended to address disclosure burdens. Among other things, the proposal would provide funds with an additional 15 days to file monthly portfolio reports and restore the quarterly publication frequency that had been in place for more than two decades.

Together, these initiatives reflect the SEC’s effort to modernize adviser and fund regulation, reduce compliance burdens and update regulatory requirements to account for technological developments and evolving market practices.

Conclusion

The SEC 2026 Regulatory Agenda reflects three themes particularly relevant to the investment management industry: modernizing the existing regulatory framework, facilitating capital formation and expanding access to private markets. Investment advisers and other investment management market participants should closely monitor developments relating to accredited investor eligibility, expanded retail access to private markets through registered funds, broadened performance-fee eligibility and the SEC’s continuing effort to establish a regulatory framework for crypto asset issuance, custody and trading, each of which could have significant implications for fundraising, compliance and fund operations.

Seward & Kissel will continue to monitor these developments and is available to assist clients in evaluating the potential impact of future SEC rulemakings, preparing comments on proposed rules and assessing resulting changes to compliance, governance and operational frameworks.