The Securities and Exchange Commission’s (SEC) Spring 2025 rulemaking agenda was released on September 4, 2025, offering insight into the SEC’s rulemaking priorities under Chair Paul Atkins. In a concurrent statement, Atkins explained that the agenda “covers a number of envisioned deregulatory rule proposals to reduce compliance burdens and facilitate capital formation, including by simplifying pathways for raising capital.”
Below are some of the highlights from the agenda, which includes more than 20 separate titles.
- Foreign private issuer eligibility: In June, the SEC published a concept release requesting feedback on whether it should modify the eligibility requirements for foreign private issuers. Foreign private issuers benefit from accommodations and exemptions that provide partial relief from SEC disclosure and filing requirements. Comments on the concept release were due by September 8, and this item’s inclusion in the SEC’s rulemaking agenda signals that this remains a priority for the agency.
- Crypto: The agenda reflects crypto as another priority for the SEC, with two crypto-related items on the list — “crypto assets” and “crypto market structure amendments.” The focus on crypto comes as no surprise in light of Atkins’ multiple speeches calling for regulatory clarity in the crypto space, and the creation of the SEC’s Crypto Task Force. The description of crypto assets indicates that the Division of Corporation Finance is assessing whether the offer and sale of crypto assets should be exempt from registration.
- Rationalization of disclosure practices: This disclosure reform item is aimed at facilitating material disclosure by companies and improving shareholders’ access to that information. Disclosure reform is consistent with Atkins’ previous remarks, such as stating that disclosure rules “should be cost-effective for companies to comply with and provide material information to investors in plain English.” This item is quite broad, so it will be interesting to learn which disclosure requirements end up being addressed through rulemaking.
- Shareholder proposal modernization: The agenda includes rule amendments to modernize the requirements of Exchange Act Rule 14a-8, which governs the shareholder proposal process. The described intent is to “reduce compliance burdens for registrants and account for developments since the rule was last amended.” The shareholder proposal process garners significant attention year after year, so it is not surprising that the SEC included this item in its agenda for the spring. Critics of the proposal process have called for increased ownership thresholds for submitting shareholder proposals.
- Updating the exempt offering pathways: The agenda contains potential rulemaking to facilitate capital formation by simplifying the pathways for raising capital. This item also includes potentially facilitating investor access to private businesses, as noted in Atkins’ accompanying statement. Regulation A and Regulation Crowdfunding offerings have raised very little capital over the last decade compared with exempt offerings under Regulation D. As such, the SEC’s desire to revisit the exempt offering framework makes sense to expand the options available to issuers and investors.
- Shelf egistration modernization: In line with capital formation goals, the agenda also includes potential amendments to the shelf registration process aimed at reducing compliance burdens.
Executive compensation disclosure was not among the items listed in the agenda, despite much attention dedicated to this topic, including when the SEC hosted a roundtable on executive compensation disclosure requirements in June. However, executive compensation could be among the disclosure practices to be addressed as part of the “rationalization of disclosure practices” item on the agenda.
The dates in reg flex agendas signify only general timeframes and are by no means definitive. This makes the agenda more helpful for understanding the SEC’s potential rulemaking priorities even if the timing of those rulemaking activities is subject to change.
