SEC and CFTC Propose Sweeping Amendments to Form PF

On April 20, 2026, the US Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC) (collectively, the “Commissions”) jointly proposed sweeping amendments to Form PF (the “Proposed 2026 Amendments,” and the announcement the “Proposing Release”). If adopted as proposed, the amendments would significantly reduce—and in many cases, eliminate—Form PF compliance obligations for a considerable portion of the filing population.¹ The Proposed 2026 Amendments follow the Commissions’ February 2024 adoption of significant amendments to Form PF (the “2024 Amendments”),² and subsequent multiple extensions of the compliance date for those amendments, including the most recent extension to October 1, 2026.³ At the time of that most recent extension, the Commissions stated that they further extended the compliance date of the 2024 Amendments to (1) address certain challenges associated with the reporting cycle timing; (2) provide the industry more time to comply with the 2024 Amendments; and (3) provide the Commissions with time to complete a review in accordance with a presidential memorandum issued in January 2025 that directed agencies to consider delaying or postponing the effective date of rules not yet in effect for the purpose of reviewing any questions of fact, law, and policy that such rules may raise (the “Presidential Memorandum”).⁴

The Proposed 2026 Amendments are the result of the Commissions’ comprehensive review of the entire form, not just the February 2024 Amendments, in accord with the Presidential Memorandum. According to the Commissions, the amendments are designed to, among other things, eliminate certain burdens, streamline certain requirements, and make corrections and other revisions. More specifically, if adopted as proposed, the Proposed 2026 Amendments would:

• Increase the Form PF filing threshold for all filers, from $150 million in private fund assets under management to $1 billion;
• Raise the reporting threshold for large hedge fund advisers from $1.5 billion in hedge fund assets under management to $10 billion;
• Require SEC staff to report to the SEC on each filing and reporting threshold in the form, assessing whether any should be adjusted, approximately five years after the compliance date for the Proposed 2026 Amendments and approximately every five years thereafter; and
• Simplify numerous Form PF requirements by, among other things: removing certain current reporting obligations for large hedge fund advisers; eliminating quarterly event reporting for all private equity fund advisers; expanding the disregarded feeder fund treatment; removing or modifying certain “look through” obligations; and implementing various technical corrections and updates.

Marked Increase to the Basic Filing Threshold

Notably, the Proposal would markedly increase the Form PF filing threshold for all filers from $150 million to $1 billion in private fund assets under management.

With this higher threshold, the Commissions’ estimates indicate that the number of SEC-registered advisers required to file Form PF would drop by approximately 30% (from 70% down to 40%), while the amount of private fund gross assets subject to Form PF reporting would decrease only marginally to approximately 94% (down from 96%).

Significant Increase to Large Hedge Fund Adviser Filing Threshold

The Proposed 2026 Amendments would also raise the filing threshold for large hedge fund advisers from $1.5 billion to $10 billion in hedge fund assets under management. As proposed, Commission estimates indicate that the number of advisers that would be required to report as large hedge fund advisers would drop 65% (down from 26% to 9%), while the amount of hedge fund gross assets under management would remain high (decreasing to approximately 81% from 92%).

Periodic Threshold Adjustments

In addition, the SEC is proposing to require its staff to report to the SEC on each filing and reporting threshold in the form, assessing whether any should be adjusted, approximately five years after the compliance date for the Proposed 2026 Amendments and approximately every five years thereafter to help the SEC periodically evaluate the continued appropriateness of the filing and reporting thresholds in all respects, including whether proposing revisions to the thresholds would be appropriate. In producing this report, the staff would be directed to consider data collected by the SEC pursuant to Form PF, as well as any other applicable information as the staff may determine to be appropriate for its analysis. The Proposing Release⁵ indicates that “As the private fund adviser industry grows and changes, such a report and related review would be designed to ensure that the form continues to impose minimal filing burdens for small advisers, while continuing to collect data on a significant percentage of private fund assets."

Event Reporting

Under the Proposal, current event reporting obligations for large hedge fund advisers would be modified so that such advisers would be permitted to utilize the entire 72-hour filing period to submit their reports, as the existing “as soon as practicable” requirement would be eliminated. In addition, the scope of reportable events would be narrowed, reducing the circumstances that give rise to a current reporting obligation, removing duplicative, inconsistent, or unhelpful reporting based on the Commissions’ experience to date.⁶

For all private equity fund advisers, the Proposal would entirely eliminate quarterly event reporting, meaning that if adopted, such advisers would no longer be required to file quarterly event reports relating to adviser-led secondary transactions, general partner removals, and certain other matters.

Disregarded Feeder Funds

The Proposed 2026 Amendments would allow a feeder fund to qualify as a disregarded feeder fund provided that no more than 5% of its gross asset value is allocated outside a single master fund (plus US Treasury securities and cash equivalents). This change would permit aggregated reporting and reduce the burden of separately reporting on master-feeder structures.

Look-Through Requirements

The Proposed 2026 Amendments would also replace the mandatory look-through requirement for reporting indirect exposures with a more flexible standard. Under this approach, advisers would be permitted to report indirect exposures based on reasonable estimates that align with their existing internal practices and service provider conventions.

In addition to the foregoing, the Proposed 2026 Amendments would remove several other existing obligations, such as identification requirements for certain trading vehicles,⁷ certain performance volatility disclosures, and certain trading and clearing reporting requirements.

Solicitation of Public Comment on Private Credit Reporting

The Proposal solicits public comment on the potential addition of a private credit reporting section to Form PF. Specifically, the agencies are seeking input on whether to establish a separate definition of “private credit fund,” appropriate AUM reporting thresholds, and the categories of information that should be disclosed.

Next Steps

Comments on the Proposed 2026 Amendments must be submitted by June 23, 2026, 60 days following publication in the Federal Register. If adopted, the Commissions proposed that final rules would include a transition period of at least 12 months from the date of publication. The Commissions have indicated that they will take into account how the timing of any final rules relates to the current October 1, 2026 compliance deadline for the 2024 Amendments, which remains in effect absent further action. However, the interaction between the 2024 Amendments and the Proposed 2026 Amendments, and the timing and overlay thereof, remains unclear at this time.

Conclusion

Often, practitioners will comment that a particular SEC proposal is “significant.” The use of the term “significant” often refers to the substantial compliance burdens or increased burdens placed on registrants as a result thereof. However, in this instance, the Proposed 2026 Amendments are significant for the opposite reason; i.e., the expected dramatic decrease in associated compliance burdens. That said, we note that the Commissions, in the Proposing Release and in recognition of the experience that the Commissions have gained with Form PF reporting since its adoption, seem to have adeptly balanced the proposed changes and associated reduced compliance burdens with the continued and expected regulatory goals and needs of the Commissions, as well as FSOC. We expect that the Proposed 2026 Amendments will be adopted by the Commissions largely as proposed, but given the SEC staff’s statements at a number of recent events requesting industry input,⁸ it seems that engagement with the staff through the comment process regarding desired additional or different modifications to Form PF may be particularly worthwhile at this time.

¹ Form PF is the confidential reporting form that certain SEC-registered investment advisers (and CFTC-registered commodity pool operators) with “private fund” clients are periodically required to file with the SEC. The form is designed to facilitate the Financial Stability Oversight Council’s (FSOC’s) monitoring of systemic risk in financial markets. The Commissions also use the information collected on Form PF in their investor protection efforts.

² The 2024 Amendments were designed to strengthen FSOC’s ability to monitor systemic risk, and also to enhance the Commissions’ information available with respect to private fund advisers, aiding in their policy making functions as well as examinations and investigations of private fund advisers.

³ The latest extension was published January 29, 2025, after the issuance of the presidential memorandum described in Note 5 below. Release No. IA-6838 (Jan. 29, 2025). In the meantime, advisers have continued to file the version of Form PF in effect before the 2024 Amendments.

⁴ Regulatory Freeze Pending Review (Jan. 20, 2025) [90 FR 8249 (Jan. 28, 2025)]. On January 20, 2025, President Trump issued a Presidential Memorandum directing agencies to consider postponing the effective date of any rules that had been published in the Federal Register, or that were issued but had not yet taken effect, for the purpose of reviewing any questions of fact, law, and policy that the rules may raise. The Presidential Memorandum further provides that, for those rules that raise substantial questions of fact, law, or policy, agencies should provide notice and take further appropriate action.

⁵ See Proposing Release at 25.

⁶ The Commissions noted, for example, that with respect to certain event reporting related to an inability to satisfy redemption requests, reporting had been “inconsistent” across large hedge fund advisers, making it difficult to compare data across separate filers. See Proposing Release at 93.

⁷ Trading vehicles that face counterparties and creditors, or are reported on Form ADV as a private fund, would still be reported on Form PF.

⁸ See, e.g., Brian Daly, Director, Division of Investment Management, SEC, “Remarks at the International Bar Association’s 24th Annual International Conference on Private Investment Funds” (Mar. 10, 2026) (“I hope that you feel free to, and will, speak up—in conferences like this, yes, but also in person in DC or virtually. We have an open-door policy and are attempting to lead by listening. Your input as counsel, with first-hand knowledge of the issues on the ground, will be invaluable as we chart the path forward.”).