The Securities and Exchange Commission’s (SEC) Whistleblower Program is a cornerstone of securities law enforcement. The program offers eligible whistleblowers financial awards in exchange for their assistance in enforcement actions that yield sanctions greater than $1 million.

The SEC has historically administered the program rigorously, but pragmatically. When Congress created the program in 2010 as part of the Dodd-Frank Act, it imposed detailed eligibility requirements meant to ensure only meritorious whistleblowers received awards.

Those rules have allowed the SEC to prevent unscrupulous actors from exploiting the program for personal gain. But over the first 15 years of the Program, the SEC occasionally exercised its authority to pay awards to whistleblowers who technically didn’t meet all the eligibility criteria but otherwise acted in good faith in reporting securities fraud to the Commission.

That era is changing. Recent SEC award decisions show a clear trend toward strict compliance with the rules, fewer waivers, and more award denials. For sophisticated insiders—particularly executives who have already raised concerns internally—this shift changes the calculus on both when and how to report securities fraud to the SEC, including the importance of reporting through an attorney.

Overview of SEC Award Standards

To qualify for an award, whistleblowers must meet the specific eligibility criteria outlined in Section 21F of the Securities Exchange Act of 1934.

Eligibility hinges on several key factors:

• Did the whistleblower submit the tip voluntarily? In other words, did the whistleblower report misconduct before the SEC or another government agency requested information about it from the whistleblower or their counsel?
• Is the information original, meaning it is based on the whistleblower’s independent knowledge or analysis?
• Did the tip lead to a successful enforcement action resulting in monetary sanctions greater than $1 million?
• Did the whistleblower (or their attorney) submit a tip using a specific intake form known as Form TCR (Tip, Complaint or Referral) and comply with all procedural rules and deadlines?

The SEC calculates awards based on several factors, including the significance of the information, the level of assistance provided, law enforcement interests, unreasonable reporting delays, and other factors. Whistleblowers may appeal award decisions, and the Commission retains discretion to adjust awards within the statutory range.

The SEC’s Historical Flexibility in Waiving Strict Procedural Compliance in Favor of Paying Whistleblowers

Section 36(a) of the Exchange Act gives the SEC broad authority to waive certain procedural requirements of the Whistleblower Program if doing so is “necessary or appropriate in the public interest” and consistent with the goal of investor protection. For years, this provision served as a safety valve in select cases where the whistleblower didn’t meet all the program’s technical requirements but when fairness and public interest warranted an exception.

For example, in a 2018 decision, the Commission granted more than $54 million in awards to two whistleblowers even though one claimant submitted a tip to SEC investigators more than a year after being interviewed by another government agency about the misconduct, and therefore did not meet the definition of “voluntary” under Rule 21F-4(a).

In its decision, the SEC cited unique circumstances: the claimant was missing critical information when the earlier interview occurred, but promptly reported to the SEC upon learning it. This approach reflected a pragmatic balance between incentivizing whistleblowers and enforcing procedural rigor.

In a similar 2019 decision, another government agency had requested information from two whistleblowers before the whistleblowers contacted the SEC. But the SEC granted a waiver anyway, finding that the whistleblowers were not aware of the other agency’s request before filing a tip with the SEC; their good-faith efforts to report the misconduct indirectly led the other agency to open its investigation; and they would face undue hardship and unfairness if the exemption was denied.

Another example from 2022 shows the SEC granting a waiver to a whistleblower who did not initially submit a Form TCR, but instead emailed an SEC attorney three days after publishing an online report about the misconduct. The SEC’s determination emphasized that the Form TCR is “not a mere formality but, rather, is critical to the trackability, management, and reliability of tips.” Yet it granted a waiver anyway, finding that the whistleblower’s assistance was crucial in returning millions of dollars to harmed investors and that paying an award was in the public interest.

While these examples illustrate the SEC’s historical approach to waivers, recent decisions show that the Commission is moving toward stricter compliance with the whistleblower program’s rules.

Technical Compliance Is Now Non‑Negotiable

Following the confirmation of SEC chair Paul Atkins in April 2025, the agency began adopting stricter standards for paying out whistleblower awards. Between April and July, the Commission issued 31 consecutive orders denying awards to at least 55 claimants. Since July, it has continued to deny awards on procedural grounds.

One decision from May 2025 provides even further insight. In that case, two whistleblowers jointly applied for an award after they exposed an alleged Ponzi scheme in news reports, which led the SEC to open an investigation into the defendant. The whistleblowers later reported the scheme to the SEC. The Commission denied the award, finding that the whistleblowers delayed reporting to the SEC for nearly a year after disclosing the information to the press, and more than five years after they initially discovered the misconduct, among other technical reasons.

In contesting the decision, the joint whistleblowers tried to point to past decisions where the SEC granted exemptions, including the 2022 order cited above. The SEC’s analysis expressly rejected its own historical lenient interpretation of a rule that the information submitted must “lead to” a successful enforcement action:

Accordingly, we disavow the information-focused approach followed in our 2022 Order and clarify that the submission-focused interpretation in our 2017 Order applies […] both Rule 21F-4(c)(1) and Rule 21F-4(c)(2) require that a claimant’s submission of information to the Commission prove helpful to the Enforcement staff in the covered action. We credit the staff declaration that Joint Claimants’ belated submission of information to the Commission was not in any way helpful to the staff’s investigation or the Covered Action. As a result, even if we assume that Joint Claimants’ submission contained original information, that submission did not lead to the successful enforcement of the Covered Action…”

Here, we can see the SEC clearly adopting a stricter interpretation of the rules in an effort to align the program’s significant financial incentives with the program’s goals of identifying and deterring securities fraud.

For current and prospective SEC whistleblowers, the message is clear: timing and precision matter. Hiring an experienced whistleblower attorney who is well-versed in the SEC program requirements is perhaps the smartest step a whistleblower can take to maximize their eligibility for an award.

How to Craft an Effective SEC Whistleblower Submission in 2026

For executives and senior employees who are thinking about reporting misconduct to the Commission, the shift towards strict compliance means there is little margin for error. That means several general principles are now essential:

1. Engage specialized counsel early. The stakes are high: reporting channels, timing, and documentation are all factors the SEC considers when deciding who is eligible for a payout. An experienced SEC whistleblower attorney can protect your anonymity, career, and award eligibility.
2. Review your employment contract and any company agreements. In FY2024, the SEC brought 11 actions against entities that impeded reporting. Contract language that chills individuals from reporting to the SEC is its own legal violation and may pique the Commission’s interest in opening an investigation. Look for this language in your employment contract, employee handbook, separation agreement, or any other communications with the company.
3. File your Form TCR early. Timeliness is a core tenet of any successful SEC whistleblower submission. If the SEC or another government agency requests the information from you first, you may end up ineligible to receive an award.
4. Report anonymously through an attorney. Submitting through an experienced SEC whistleblower attorney makes it more likely that your TCR meets all of the program’s technical requirements. You may only file a tip anonymously if you are represented by counsel.
5. Discuss retaliation concerns with your attorney. The SEC considers internal reporting when deciding the size of a whistleblower award, but it does not replace filing a TCR. Talk to counsel about the risks and benefits of reporting internally if you have not done so already. If you have already reported internally and are experiencing retaliation, do not hesitate to contact a whistleblower lawyer who can help you document it properly and preserve your rights.
6. Document the “led to” link. Build a clear factual bridge between your submission and the SEC’s investigation, charging, settlement, or judgment. Gaps here are a common reason for award denials.
7. Carefully monitor Notices of Covered Action and file Form WB‑APP within 90 days. Missing the 90-day WB‑APP window is another reason awards are denied. Waivers still exist, but they are rarely granted and require extraordinary circumstances. The SEC posts all Notices of Covered Actions here.
8. Mind foreign conduct & related actions. Overseas misconduct can also qualify for awards if it falls under SEC jurisdiction. Track potential related actions, such as those filed by the Department of Justice and Commodity Futures Trading Commission and follow separate award procedures/timelines for their respective whistleblower programs.
9. Prepare for the long haul. Stopping fraud doesn’t happen overnight. These cases can take months or years to build. Be prepared to provide continued assistance, especially if the alleged fraud is very large and/or complex.

Ready to Blow the Whistle?

Given that the Commission is increasingly unwilling to bend the rules, proactive compliance is the best safeguard. The Co-Chairs of Outten & Golden’s Whistleblower & Retaliation Practice Group, Tammy Marzigliano and Dave Jochnowitz, have decades of experience guiding clients through complex whistleblower and retaliation matters. Contact us today for a secure, confidential case review.