SEC Open Meeting: Form PF Compliance Date Pushed Again And SEC Housekeeping

Key Takeaways

• The SEC and CFTC voted to further extend the compliance date for previously adopted amendments to Form PF from October 1, 2025, to October 1, 2026. Chairman Atkins also directed the staff of the SEC to undertake a comprehensive review of Form PF during this 12-month extension.
• The SEC also issued a policy statement regarding the SEC's limited role in reviewing disclosure about mandatory arbitration provisions.
• Finally, the SEC amended its Rules of Practice to extend the list of actions for which there will be no automatic stay when an SEC staff action made pursuant to delegated authority is subjected to review by the SEC to include determinations of the effectiveness of a registration statement and the qualification of a Regulation A offering.¹

Form PF Extension

The Securities and Exchange Commission and the Commodity Futures Trading Commission have voted to extend the compliance date for the significant amendments to Form PF that were adopted on February 8, 2024, from October 1, 2025, to October 1, 2026.² This is the third extension the SEC has approved this year.³ Chairman Atkins also directed the staff of the SEC (the "Staff") to undertake a comprehensive review of Form PF during the 12-month extension, noting that the scope of the reports and questions required by Form PF could be reduced.

As with the previous extensions, this third extension is welcome news for private fund managers in light of the challenges in building out reporting, compliance and technical systems and processes to address the amended Form.

SEC Policy Statement⁴

On September 17, 2025, the SEC voted to issue a policy statement addressing the Commission's approach to requests to accelerate the effectiveness of a registration statement that discloses a mandatory arbitration provision related to federal securities laws claims. In the past, the Staff have taken the position that a request to accelerate the effectiveness of a registration statement would not be granted if mandatory arbitration provisions were present in the issuer's relevant governing documents. The policy statement reverses that view, and states that the SEC's limited role is to determine whether there is appropriate disclosure in registration statements (and not to reconcile conflicting state and federal regulations on the topic) in deciding whether or not to grant acceleration of effectiveness of a registration statement.

SEC Rules of Practice Amendment⁵

On September 17, 2025, the SEC voted to amend its Rules of Practice that govern Commission review of Staff actions made pursuant to delegated authority. Many actions taken by the SEC are in fact taken by the Staff pursuant to delegated authority. Under Rule 431 of the Commission's Rules of Practice, when the Commission acts pursuant to delegated authority, any individual Commissioner may call for, or an aggrieved person may petition for, the Commission to review that action.⁶ Subject to several enumerated exceptions, a request for review of Staff action under Rule 431 stays the effectiveness of the Staff action until the Commission orders otherwise. When a Commissioner requests such a review, the Commission has generally not observed a deadline for acting on the review, however, and so the invocation of Rule 431 can lead to significant, or even indefinite, delays.

The amendments to Rule 431 recently adopted by the Commission expand the exceptions to the automatic stay to include Staff actions to accelerate the effectiveness of a registration statement or the qualification of a Regulation A offering. In other words, declarations of effectiveness and Regulation A offering qualifications can no longer be delayed by individual Commissioners or petitions of aggrieved parties requesting review by the full Commission. This change is likely to be especially relevant for exchange-traded products that invest in crypto currencies and other commodities.

Footnotes

1. During the Open Meeting held on September 17, 2025, Chairman Atkins, Commissioner Uyeda and Commissioner Peirce voted for, while Commissioner Crenshaw voted against, each of the Form PF compliance date extension, the policy statement and the amendment to the Rules of Practice.

2. For additional background, see: SEC Adopts Third Set of Amendments to Form PF, Dechert OnPoint (Mar. 2024) and SEC and CFTC Extend Compliance Date for Amendments to Form PF, Dechert OnPoint (June 2024).

3. Earlier this year, the SEC and CFTC extended the initial compliance date from March 12, 2025, to June 12, 2025, and thereafter, from June 12, 2025, to October 1, 2025.

4. See  SEC.gov | Open Meeting Statement on Policy Statement Concerning Mandatory Arbitration and Amendments to Rule 431 of the Commission's Rules of Practice.

5. Id.

6. 17 CFR 201.431.

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