S. 1149 — SEC Whistleblower Reform Act of 2025

This section revises whistleblower protections under the SEC Whistleblower Program (Section 21F of the Securities Exchange Act of 1934; i.e., monetary awards and anti-retaliation provisions for reporting securities law violations) as follows: (1) expands the definition of whistleblower solely for anti-retaliation purposes (subsection (h)(1)) to include individuals (or joint actors) who provide information internally about reasonably believed violations under SEC, Public Company Accounting Oversight Board, Municipal Securities Rulemaking Board, or self-regulatory organization jurisdiction; (2) in protected disclosure requirements (subsection (h)(1)(A)), extends anti-retaliation coverage to post-employment actions, permits oral reports to the SEC if documented (previously required in writing), and protects disclosures of reasonably believed violations to a supervisor (or authorized coworker) at an employer registered with or subject to the SEC, PCAOB, self-regulatory organization, or state securities regulator; and (3) entitles persons sued for retaliation to a jury trial (subsection (h)(1)(B)(iv)). The amendments apply to claims pending or filed after enactment, including in SEC enforcement actions.

This section establishes deadlines for the Securities and Exchange Commission (SEC) to issue an initial disposition on whistleblower award claims under the SEC whistleblower program (i.e., awards to individuals providing original information leading to successful enforcement actions with monetary sanctions over $1 million). (As background, the program, established by the Dodd-Frank Act, incentivizes reporting of securities law violations.) Specifically, the SEC must act no later than the later of one year after the Commission's filing deadline for the claim or one year after final resolution of related litigation (including appeals), with the deadline keyed to the latest such date for multiple related actions; the Director of the Division of Enforcement (or designee) may extend this by up to 180 days for complexity, multiple whistleblowers, or good cause (after notice to the Commission Chairman), and further by successive 180-day periods with Commission approval, provided written notice is given to the whistleblower. These requirements apply only to claims timely submitted under Commission deadlines established after enactment.

This section amends the Securities Exchange Act of 1934 whistleblower program (Section 21F, i.e., authorizes SEC monetary awards to individuals providing original information on securities law violations) by prohibiting waiver of its rights and remedies by any agreement, policy form, or condition of employment—including predispute arbitration agreements—and by invalidating predispute arbitration agreements that require arbitration of disputes arising under the program. The provision applies to any action filed on or after, or pending as of, the date of enactment.

This section authorizes the Securities and Exchange Commission (SEC) to issue rules necessary or appropriate to implement this Act, consistent with the purposes of the SEC whistleblower program (i.e., section 21F of the Securities Exchange Act of 1934, 15 U.S.C. 78u-6), as amended by this Act. (The program provides monetary awards to eligible whistleblowers who voluntarily report securities law violations to the SEC that lead to successful enforcement actions and includes anti-retaliation protections.)