SEC Whistleblower Reform Act of 2025
The SEC Whistleblower Reform Act of 2025 would strengthen and broaden anti-retaliation protections for whistleblowers under the Securities Exchange Act of 1934. Key changes include expanding who qualifies as a whistleblower, allowing internal disclosures and post-employment reports to support retaliation claims, and guaranteeing a jury trial for retaliation actions. The bill also imposes a duty on the SEC to process whistleblower award claims more quickly, and it prohibits waivers of rights or predispute arbitration agreements related to whistleblower protections. The amendments would apply to claims pending as of enactment or filed after enactment and would be paired with broader SEC rulemaking authority to implement the reforms. Overall, the measure aims to make it easier for individuals to report potential securities violations without fear of retaliation, while increasing the likelihood that whistleblower rewards are promptly paid and that disputes cannot be buried in arbitration or waived upfront.
Key Points
- 1Expanded whistleblower scope and internal disclosures: The term whistleblower includes individuals who take, or 2 or more individuals acting jointly take, an action reasonably believed to relate to a securities law violation, even if the action is internal or post-employment; this broadens protection to internal whistleblowing efforts across entities under the Commission’s or related bodies’ jurisdiction.
- 2Expanded reporting channels and protections: The statute now permits whistleblowers to provide information about suspected misconduct to supervisory personnel within the employer’s structure or to others who have authority to investigate or address the misconduct, as long as the disclosures relate to violations under the Commission’s jurisdiction.
- 3Jury trial right for retaliation actions: Anyone against whom a retaliation action under the whistleblower provisions is brought would be entitled to a jury trial.
- 4Prompt payment of awards: The bill requires the SEC to issue an initial disposition on whistleblower award claims within a defined timeline (not later than the later of 1 year after the filing deadline for the claim or 1 year after final resolution of related litigation), with limited extensions for complexity or multiple whistleblowers, and notice to the whistleblower when extensions are granted.
- 5Prohibition of waivers and arbitration limitations: Rights and remedies under the whistleblower provisions cannot be waived by agreements or predispute arbitration agreements, and predispute arbitration agreements cannot compel arbitration for disputes arising under these provisions.