Catch up on the latest SEC news, including agency guidance, tips, requests for input, and more. 

Petition for Rulemaking with Respect to Cybersecurity Incident Disclosure

A group of financial services industry trade associations submitted a joint petition for rulemaking requesting that the SEC amend the Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure rule adopted in 2023. The petition explains that, while the group continues “to have significant concerns regarding the rule as a whole—including the requirements of Regulation S-K Item 106 relating to cybersecurity risk management, strategy, and governance disclosures—we believe the most urgent and problematic aspects are the cybersecurity incident disclosure mandates under Form 8-K Item 1.05 for domestic issuers and under Form 6-K for foreign private issuers, both of which require rapid—often premature—disclosure of material cybersecurity incidents.” The petition requests that the SEC rescind Form 8-K Item 1.05 because: 

• Publicly disclosing cybersecurity incidents directly conflicts with confidential reporting requirements intended to protect critical infrastructure and warn potential victims, thereby compromising coordinated regulatory efforts to enhance national cybersecurity 
• The complex and narrow disclosure delay mechanism interferes with incident response and law enforcement investigations 
• It has created market confusion and uncertainty as companies struggle to distinguish between mandatory and voluntary disclosures 
• The incident disclosure requirement has been weaponized as an extortion method by ransomware criminals to further malicious objectives and may subject disclosing companies to additional cybersecurity threats 
• Insurance and liability implications of premature disclosures can exacerbate financial and operational harm to registrants 
• The public disclosure requirement risks chilling candid internal communications and routine information sharing 

SEC Publishes Data on Regulation A and Crowdfunding Offerings

The SEC’s Division of Economic and Risk Analysis published reports Analysis of the Regulation A Market: A Decade of Regulation A; and Analysis of Crowdfunding Under the JOBS Act that provide information on capital formation. The two papers analyze how capital is being raised in the U.S., particularly by smaller issuers. During the periods reviewed (2015–2024 for Regulation A and 2016–2024 for Regulation Crowdfunding) more than $10 billion was raised. 

SEC Considers Nasdaq Proposed Rule Change to Allow Trading Bitcoin Options: Nasdaq filed an amendment to a previously proposed rule to allow bitcoin options to be traded on the exchange. Nasdaq proposes to amend its rules to provide for the listing and trading of cash-settled, European-style options on the Nasdaq Bitcoin Index, which reflects the price of spot bitcoin. A basis for the exchange to be able to trade these options is they be regarded as foreign currency options, which the exchange does trade. The exchange asserts that this should be the case since bitcoin is legal currency in El Salvador. The SEC is currently seeking comments (Release No. 34-103118) to help it determine whether it agrees with this characterization or whether the proposed index options should instead be treated as commodity options and not securities. It notes that the Commodity Futures Trading Commission has exclusive jurisdiction with respect to certain derivatives, such as commodity options, traded or executed on certain markets, boards of trade, or exchanges. 

SEC Seeks Input on Foreign Private Issuer Definition

The SEC issued a Concept Release seeking commentary on the definition of “foreign private issuer.” The release notes that many filing requirements for foreign private issuers (FPIs) are less stringent than those for domestic issuers. This is due in part to the conditions prevailing at the time that the current regulatory framework was adopted. At that time, the SEC sought to recognize that FPIs were subject to meaningful regulation in their home countries and that, accordingly, less-stringent SEC reporting was appropriate. In recent years, an increasing number of FPIs are headquartered in China and incorporated in the Cayman Islands and the British Virgin Islands, whereas 20 years ago most were incorporated and located in Canada and the U.K. The release further notes that the reporting regimes of the countries in which FPIs are increasingly domiciled are less stringent than had been the case for most FPIs when the current rules were adopted. The SEC is seeking comment as to whether revising the definition of “foreign private issuer” is appropriate given the reporting advantages accorded to such issuers and the likelihood that investors have access to less information about such issuers given the lack of meaningful reporting requirements in their home jurisdictions. 

SEC Provides Tips for Transitioning to EDGARNext

The SEC issued a brief statement referring to advice it has prepared to assist filers with their passphrases and CIK confirmation code (CCC). 

SEC Roundtables

The SEC announced roundtables on a variety of topics: 

• On June 5, the SEC’s Investment Advisory Committee held a public meeting focusing on non-GAAP financial disclosures and pass-through voting.
• On June 9, the SEC’s Crypto Task Force hosted a roundtable, “DeFi and the American Spirit.”
• On June 26, the SEC will host a roundtable on executive compensation disclosure requirements.

SEC Withdraws 2022 Proposed Amendment to Rule 14a-8

On June 12, 2025, the SEC announced its withdrawal of previously proposed amendments to Rule 14a-8.

The amendments, proposed in June 2022, would have essentially made it more difficult for companies to exclude shareholder proposals on the grounds of substantial implementation, duplication, and resubmission. This action was among a total of 14 such withdrawals, with the other 13 pertaining to matters overseen by the Divisions of Investment Management and Trading and Markets. 

This article is part of a Fenwick "Securities Law Update" authored by David A. Bell, Ran Ben-Tzur, Amanda Rose, and Wendy Grasso.