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Statement

Remarks at the Institute of International Bankers 2026 Annual Washington Conference

Commissioner Mark T. Uyeda Washington D.C.

March 10, 2026

Good morning and thank you, Beth [Zorc], for the introduction. [1] While I have been a Commissioner since June 2022 and with the SEC since 2006, my responsibilities took a significant change with the second inauguration of President Trump. For the first time, I found myself responsible for representing the SEC at the international level and meeting with regulatory counterparts from around the world.

After Chairman Paul Atkins took the helm of the SEC in April 2025, he asked me to continue to handle SEC matters at the International Organization of Securities Commissions (“IOSCO”) and the Organisation for Economic Co-operation and Development (“OECD”). During this period, I have engaged with many foreign financial institutions and appreciate their important contributions to the U.S. capital markets. The SEC’s regulatory agenda should consider impacts on foreign financial institutions when engaging in rulemaking.

Two recent SEC initiatives—the Treasury Clearing Rule [2] as well as the concept release on foreign private issuers—will potentially affect global financial institutions. My remarks today will focus on both efforts.

I. Treasury Clearing Update

The importance of the U.S. Treasury market cannot be overstated. With nearly $29 trillion in marketable Treasury debt, [3] it is the deepest and most liquid capital market in the world and underpins global financial stability.

A wide variety of stakeholders participate in the U.S. Treasury market, including central banks, domestic and non-U.S. banks, dealers, buyers and sellers, clearing agencies, and infrastructure providers, to name a few. Since 2017, during the first administration of President Trump, general consensus has developed with respect to the benefits of central clearing for Treasury market transactions. [4] The ability to net offsetting transactions can free up additional cash for market participants, which in turn can be used to provide more liquidity. Using a central counterparty can further improve transparency and reduce bilateral exposures. Such potential benefits were cited by the Commission in December 2023, when it mandated central clearing of Treasury securities for transactions in the cash and repo markets. [5]

Recognizing the critical importance of the Treasury market, Chairman Atkins asked me to oversee our efforts to implement the Treasury Clearing Rule. [6] The Commission must do so in a way that maintains the smooth functioning and operation of the Treasury market. Toward that end, the SEC has acted as transparently and collaboratively as possible in the implementation of the rule. We have engaged with market participants and industry working groups in order to provide clarity, guidance, and where appropriate, exemptive relief or rule amendments that will assist market participants in fully implementing the Treasury Clearing Rule.

At the same time, we have coordinated with our colleagues at the U.S. Department of the Treasury, the Federal Reserve Board, the Commodity Futures Trading Commission, and other federal financial regulators. Importantly, we are also engaged with our financial regulatory counterparts outside the United States. We are well aware that the transition to central clearing has implications operationally both in the United States and abroad.

A. Timeline & Approach

The original Treasury Clearing Rule anticipated that part of the rule would have been implemented by now—the original compliance dates were in December 2025 for cash transactions and in June 2026 for repo transactions. Upon becoming Acting Chairman, I pushed for a 12-month extension of these compliance deadlines, and my fellow commissioners at the time agreed that more time was needed. [7] That additional time, however, is passing quickly. The first implementation date, for cash transactions, is now less than ten months away.

The SEC has been committed to promptly addressing questions related to implementation of the Treasury Clearing Rule. We have maintained a dedicated Treasury Clearing implementation webpage on sec.gov [8] to consolidate, in one place, all Commission actions and staff guidance that are particularly relevant to the Treasury Clearing Rule. [9] As the Commission and its staff address and resolve issues, this webpage is updated.

B. Guidance on the Scope of the Treasury Clearing Rule

Extraterritorial Reach

For those continuously refreshing this webpage, you will see that last week, the Commission published a request for exemptive relief that addresses the extraterritorial reach of the Treasury Clearing Rule . [10] This is an area that the SEC has discussed extensively with market participants and foreign regulators. The Institute of International Bankers (“IIB”) has played a constructive role in this process.

Historically, non-U.S. firms that trade with non-U.S. institutions have not centrally cleared their trades in Treasury securities. These transactions can fall within the scope of the Treasury Clearing Rule, however. To the extent that one of these parties is a direct participant of a U.S. Treasury clearing agency, the transaction would be subject to the Treasury Clearing Rule’s trade submission requirement. [11]

The recent request for exemptive relief would limit the applicability of the Treasury Clearing Rule’s trade submission requirement for transactions that occur entirely outside the United States. Specifically, if the only connection to the United States is that one party to the transaction happens to be a foreign institution that is also a direct participant of a U.S. Treasury clearing agency, the proposed exemption states that the transaction would not have to be submitted for central clearing. [12]

Several reasons were offered in support of the request. [13] Specifically, although foreign financial institutions frequently participate in U.S. Treasury clearing through entities such the Fixed Income Clearing Corporation (“FICC”), extending the mandatory clearing and submission requirements to trades executed entirely outside the United States would create certain legal, operational, and market risks. These include uncertain enforceability of netting and default management rules in foreign jurisdictions, the lack of clearing agency operations on a 24‑hour basis, time‑zone challenges, and burdens for foreign counterparties unfamiliar with U.S. repo market conventions.

The SEC is aware that non-U.S. firms have reported difficulty in preparing to implement the Treasury Clearing Rule. [14] By publishing this notice, we hope to hear from market participants and the public on whether this requested relief would address these difficulties and help ensure that implementation of the Treasury Clearing Rule does not introduce unnecessary frictions in the U.S. Treasury market. I look forward to seeing the responses to the questions included in the notice.

Inter-Affiliate Transactions

Another area where market participants have asked for further clarity is the application of the Treasury Clearing Rule to inter-affiliate transactions. When the Commission proposed the Treasury Clearing Rule, the definition of an eligible secondary market transaction provided no exception for inter-affiliate transactions. Commenters, however, asserted that inter-affiliate transactions are important for corporate groups, which use them for efficient risk and capital allocation and to obtain flexibility for addressing customer demands. [15] The Commission’s final rule included a limited exemption for inter-affiliate transactions. The adopting release recognized the commenters’ perspective on the importance of inter-affiliate transactions to transfer liquidity and risk within an affiliated group. [16]

Since adoption of the Treasury Clearing Rule, market participants have raised a number of concerns, including with respect to the types of entities that can be deemed affiliates for purposes of the exemption and the requirement to clear the outward-facing transactions of the affiliate. SEC staff have been working with market participants to better understand these concerns and consider whether broadening the contours of that exemption could be workable without creating a significant loophole that undermines the purposes of the rule. My hope is that any potential modifications can be publicly released in the very near future.

C. Progress Made

The Commission has also focused on facilitating development of the infrastructure to implement the Treasury Clearing Rule. We have reviewed applications and proposals aimed at expanding access to, and options for, clearing Treasury securities. Over the past few months, the SEC has approved the applications of two new clearing agencies for Treasury securities transactions: CME Securities Clearing Inc. (“CME”) and ICE Clear Credit LLC. [17] Along with FICC, there are now three clearing agencies approved for Treasury securities, giving market participants expanded options for accessing clearing to implement their obligations under the Treasury Clearing Rule.

The Commission has also approved several proposed rule changes from FICC that are designed to broaden client access, including the development of the collateral-in-lieu model [18] and the expansion of the agent clearing service to triparty repos. [19] In addition, the Commission is seeking public comment on various notices related to customer cross-margining between FICC and CME. [20]

There have been other developments related to expanded access to clearing. I encourage you to review the Treasury Clearing implementation webpage on sec.gov for a full list.

D. Next Steps

As the first implementation date approaches, market participants should continue to raise any remaining challenges or unforeseen issues with SEC staff. For example, if registered investment companies have questions about the interaction between the requirements of the Investment Company Act of 1940 and certain client clearing models, they should engage with the SEC’s Division of Investment Management to raise and explore those questions.

In addition, market participants are strongly encouraged to consider what additional products or services they can provide, or what is still needed, to facilitate done-away clearing. The Commission understands that the client access models at different central counterparties provide for done-away clearing, and the market needs to determine how this service will be offered, including pricing. As the Commission has recognized, the Treasury Clearing Rule may provide new business opportunities [21] for market participants to provide much-needed services for cleared U.S. Treasury market transactions, and market participants are encouraged to determine what opportunities may work for them.

II. Regulation of Foreign Companies Seeking Access to U.S. Capital Markets

Now, I will turn to a different topic—that of foreign issuers seeking access to U.S. capital markets and recent regulatory developments.

A. Minimizing Regulatory Duplication while Maintaining Consistency with Domestic Rules

The federal securities laws provide a separate path for foreign companies to list their securities on U.S. markets. Companies that qualify for foreign private issuer status benefit from accommodations that provide full or partial relief from domestic issuer disclosure requirements. This framework presumes that foreign private issuers (“FPIs”) are subject to robust disclosure practices in their home jurisdictions, while maintaining regulatory standards that align with the federal securities laws.

As such, SEC rules aim to minimize duplicative disclosure, as our rules should not unnecessarily replicate or duplicate home country rules. For example, if an issuer is subject to certain governance disclosures in its home country, it would be inefficient to regurgitate substantially the same information but in a different presentation format. If one believes in the efficient market hypothesis, then it is the substance—not the form—of information that needs to be distributed.

On the other hand, it is recognized that foreign issuers, who compete with American companies, should be generally subject to the same requirements as domestic issuers. Foreign issuers should not have a competitive regulatory advantage when accessing U.S. capital markets.

As is often the case, history provides some guidance when balancing these tensions. Whether they relate to regulating foreign investment in the United States or investments by U.S. persons in foreign companies, cross-border securities transactions are foundational to the global economy. Former SEC Chairman Ray Garret emphasized that “[i]f administration of the federal securities laws…is conducted with a heavy hand, and an unbecoming shortness of sight, we may dissuade foreign investments in American enterprise and choke off a useful source of capital.” [22] This is also true for foreign companies that seek capital in U.S. markets, which can provide more investment opportunities for U.S. investors at lower costs.

B. Rulebook for Foreign Companies that Seek U.S. Capital

Last June, the Commission published a concept release reassessing the FPI definition and regulatory framework. [23] This reassessment is premised on the fact that FPIs benefit from regulatory relief from certain SEC rules. This treatment, however, is based on the assumption that home jurisdiction rules substantially align with the federal securities laws. The ultimate goal is that investors receive information that is nearly equal to that disclosed by corresponding domestic companies.

To date, the SEC has received over 80 letters responding to our request for comment, including from trade organizations, law and accounting firms, investor groups, and others. These submissions provide perspectives that can be helpful in the Commission’s deliberative process. [24]

The comment letters discuss topics ranging from whether the SEC should mandate that FPIs report in U.S. GAAP [25] to whether the SEC should focus on filling gaps rather than revisiting the FPI definition itself. [26] The issue of whether to permit IFRS filers to file without reconciling to U.S. GAAP is a major question being considered. As Chairman Paul Atkins noted last September: “[i]f the IASB [the standard setter for the IFRS accounting standard] does not receive full, stable funding, then one of the underlying premises for the SEC’s elimination of the reconciliation requirement for foreign companies in 2007 may no longer be valid, and we may need to engage in a retrospective review of that decision.” [27] I have similar concerns about the future ability of the IASB to fulfill its objective of maintaining a high-quality set of accounting standards in the absence of appropriate funding.

Any framework in this area should be based on ensuring that the SEC’s treatment of foreign issuers reflects today’s global capital markets and does not place U.S. companies at a competitive disadvantage or deprive U.S. investors from receiving appropriate disclosure. Informational asymmetries can increase investment risks and raise the cost of capital to compensate for such risk. [28] I look forward to further consideration of the FPI rules in a manner that balances these considerations.

On a related topic, last month the Commission amended its rulebook to implement the requirements of the Holding Foreign Insiders Accountable Act (the “HFIA Act” or “Act"). The Act and final rules generally require every person who is a director or an officer of an FPI to file Section 16 reports on EDGAR. The HFIA Act and corresponding rules can promote transparency in U.S. markets by providing information on insider securities transactions. This will level the playing field for foreign private issuers that choose to voluntarily register their securities in the United States in order to take advantage of the liquidity and efficiencies of U.S. markets. They will now be subject to requirements that have been long applicable to domestic companies.

The HFIA Act filings will be required starting on March 18, 2026. However, from a practical perspective, the officers and directors of an FPI cannot wait until the deadline. Each of them will need EDGAR access codes by filing a Form ID with the SEC, which will take several business days to process.

The HFIA Act also states that the Commission may grant exemptions to such requirements if it determines that the laws of a foreign jurisdiction apply substantially similar requirements to such person, security, or transaction. On March 5, 2026, the Commission granted relief to Canada, the United Kingdom, Chile, all 27 countries in the European Union, Iceland, Liechtenstein, Norway, Switzerland, and South Korea. [29] These exemptive orders provide an opportunity to minimize unnecessary compliance burdens while otherwise not materially impacting the scope and quality of the underlying disclosure. The staff in the SEC Division of Corporation Finance is available to consider potential exemptions from other jurisdictions, so the current list is not necessarily the final list of countries with exemptive relief.

Thank you for your attention today and future engagement on these important topics.

[1] My remarks reflect my individual views as an individual Commissioner and do not necessarily reflect the views of the U.S. Securities and Exchange Commission (“SEC” or the “Commission”) or my fellow Commissioners.

[2] ** The Commission has mandated that covered clearing agencies require their direct participants to clear certain eligible secondary market transactions in U.S. Treasury securities. See Standards for Covered Clearing Agencies for U.S. Treasury Securities and Application of the Broker-Dealer Customer Protection Rule with Respect to U.S. Treasury Securities, Exchange Act Release No. 34-99149 (Dec. 13, 2023), 89 FR 2714 (Jan. 16, 2024) (hereinafter, “Treasury Clearing Rule”).

[3] Federal Reserve Bank of St. Louis, Market Value of Marketable Treasury Debt as of December 2025, available at https://fred.stlouisfed.org/series/MVMTD027MNFRBDAL.

[4] U.S. Department of the Treasury, A Financial System that Creates Economic Opportunities: Capital Markets (Oct. 2017), at 81, available at https://home.treasury.gov/system/files/136/A-Financial-System-Capital-Markets-FINAL-FINAL.pdf.

[5] Supra note 2.

[6] Press Release, Staff Issues FAQs to Help Broker-Dealers Implement Financial Responsibility Requirements Related to U.S. Treasury Clearing (Aug. 6, 2025), available at https://www.sec.gov/newsroom/press-releases/2025-105-staff-issues-faqs-help-broker-dealers-implement-financial-responsibility-requirements-related-us.

[7] Extension of Compliance Dates for Standards for Covered Clearing Agencies for U.S. Treasury Securities and Application of the Broker-Dealer Customer Protection Rule With Respect to U.S. Treasury Securities, Exchange Act Release No. 34-102487 (Feb. 25, 2025), 90 FR 11134 (Mar. 4, 2025).

[8] See Treasury Clearing Implementation, U.S. Securities and Exchange Commission (updated as of Feb. 2, 2026), available at https://www.sec.gov/featured-topics/treasury-clearing-implementation.

[9] SEC staff has provided guidance in some areas, such as mixed CUSIP triparty repos. For example, the Division of Trading and Markets, last fall, issued answers to Frequently Asked Questions regarding the applicability of the Treasury Clearing Rule to certain general collateral triparty repos, which are also referred to as mixed CUSIP triparty repos. The staff expressed the view that, under the circumstances described in the FAQ, such a transaction would not be a transaction that must be cleared under the Treasury Clearing Rule. See Division of Trading and Markets: Frequently Asked Questions – Treasury Clearing Rule (updated as of Dec. 8, 2025), available at https://www.sec.gov/rules-regulations/staff-guidance/trading-markets-frequently-asked-questions/frequently-asked-questions-treasury-clearing-093025.

[10] See “Notice of Request for Exemptive Relief, Pursuant to Section 36(a) of the Securities Exchange Act of 1934, from Certain Aspects of Rule 17ad-22(e)(18)(iv) of the Securities Exchange Act of 1934 and Request for Comment,” Exchange Act Release No. 34-104944 (Mar. 6, 2026) (hereinafter “Notice and Request for Comment”), available at https://www.sec.gov/files/rules/exorders/2026/34-104944.pdf.

[11] See Rule 17ad-22(e)(18)(iv)(A).

[12] See Notice and Request for Comment, supra note 10, at 6.

[13] See id. at 3.

[14] See Press Release, U.S. Treasury Central Clearing Survey: U.S. Firms Have High Degree of Confidence in Readiness While Europe and Asia Lag; Regulatory Clarity is a Key Factor (Nov. 10, 2025) (hereinafter, the “Readiness Survey”), available at https://www.sifma.org/resources/news/press-releases/u-s-treasury-central-clearing-survey-u-s-firms-have-high-degree-of-confidence-in-readiness-while-europe-and-asia-lag-regulatory-clarity-is-a-key-factor/.

[15] See, e.g., Letter from Robert Toomey, Managing Director and Associate General Counsel, Securities Industry and Financial Markets Association, and Michelle Meertens, Deputy General Counsel, Institute of International Bankers, at 21-22 (Dec. 22, 2022) available at https://www.sec.gov/comments/s7-23-22/s72322-20153420-320842.pdf .

[16] Treasury Clearing Rule, 89 FR 2737.

[17] CME Securities Clearing, Inc.; Order Granting an Application for Registration as a Clearing Agency under Section 17A of the Securities Exchange Act of 1934, Exchange Act Release No. 34-104281 (Dec. 1, 2025), available at https://www.sec.gov/files/rules/other/2025/34-104281.pdf; ICE Clear Credit LLC; Order Granting an Application for Registration as a Clearing Agency under Section 17A of the Securities Exchange Act of 1934, Exchange Act Release No. 34-104762 (Jan. 30, 2026), available at https://www.sec.gov/files/rules/other/2026/34-104762.pdf.

[18] The “collateral-in-lieu” service, as part of the existing sponsored general collateral service, would allow FICC to take a lien on the collateral underlying a repo transaction in lieu of charging margin. In most instances, the lien will obviate FICC’s need to collect margin or to obtain a guarantee on the transactions. This service would address what market participants have referred to as “double margining” that increases the costs, and thereby decreases the ability, of a FICC sponsoring member to provide clearance and settlement services to mutual funds and other cash providers. See Self-Regulatory Organizations; Fixed Income Clearing Corporation; Notice of Filing of Proposed Rule Change, as Modified by Partial Amendment No. 1, to Establish a New Collateral-in-Lieu Offering Within the Sponsored GC Service, and Expand the Sponsored GC Service to Allow a Sponsoring Member to Submit for Clearing a “Done-Away” Sponsored GC Trade, Exchange Act Release No. 34-104374 (Dec. 12, 2025), available at https://www.sec.gov/files/rules/sro/ficc/2025/34-104374.pdf.

[19] The Commission issued an order approving expansion of FICC’s agent clearing service to include triparty transactions, which should provide an additional option for market participants using that service. See Self-Regulatory Organizations; Fixed Income Clearing Corporation; Order Approving Proposed Rule Change to Modify the GSD Rulebook Relating to a New Service Offering Called the ACS Triparty Service, Exchange Act Release No. 34-104492 (Dec. 22, 2025), available at https://www.sec.gov/files/rules/sro/ficc/2025/34-104492.pdf.

[20] See Self-Regulatory Organizations; Fixed Income Clearing Corporation; Notice of Filing of Proposed Rule Change to Amend and Restate the Second Amended and Restated Cross-Margining Agreement between FICC and CME and Amend Related GSD Rules, Exchange Act Release No. 34-104485 (Dec. 22, 2025), available at https://www.sec.gov/files/rules/sro/ficc/2025/34-104485.pdf. FICC also filed a related advance notice, consistent with its obligations as a systemically important financial market utility under Title VIII of the Dodd-Frank Act. See Self-Regulatory Organizations; Fixed Income Clearing Corporation; Notice of Filing and Extension of Review Period of Advance Notice to Amend and Restate the Second Amended and Restated Cross-Margining Agreement between FICC and CME and Amend Related GSD Rules, Exchange Act Release No. 34-104486, available at https://www.sec.gov/files/rules/sro/ficc/2025/34-104486.pdf. FICC and CME have also submitted petitions to the Commodity Futures Trading Commission (“CFTC”) for exemptive relief from certain provisions of the Commodity Exchange Act. See Notice of an Application of the Fixed Income Clearing Corporation and Chicago Mercantile Exchange Inc. for an Exemption Pursuant to Section 36 of the Securities Exchange Act of 1934 in Connection with the Cross-Margining of U.S. Treasury Securities and Related Futures, Exchange Act Release No. 34-104748, available at https://www.sec.gov/files/rules/other/2026/34-104748.pdf; see also CFTC, Press Release, “Acting Chairman Pham Announces Implementation of U.S. Treasury Market Reforms: Proposed Order Would Expand CME-FICC Cross-Margining Program to Customers” (Dec. 12, 2025), available at https://www.cftc.gov/PressRoom/PressReleases/9155-25.

[21] Treasury Clearing Rule, 89 FR 2757.

[22] Ray Garrett, Jr., Chairman U.S. Securities and Exchange Commission, The Internationalization of Our Securities Markets, Speech to the Boston Stock Exchange (Sept. 25, 1973).

[23] Concept Release on Foreign Private Issuer Eligibility, Exchange Act Release No. 34-103176 (June 4, 2025), 90 FR 24232 (June 9, 2025)

[24] See Comments on Concept Release on Foreign Private Issuer Eligibility, U.S. Securities and Exchange Commission (last viewed Mar. 10, 2026), available at https://www.sec.gov/comments/s7-2025-01/s7202501.htm.

[25] See e.g., Letter from the Federal Regulation of Securities Committee, ABA Business Law Section (Sept. 8, 2025).

[26] See e.g., Letter from the National Association of Manufacturers (Sept. 8, 2025).

[27] Paul S. Atkins, Chairman of the U.S. Securities and Exchange Commission, Keynote Address at the Inaugural OECD Roundtable on Global Financial Markets (Sept. 10, 2025).

[28] See Mark T. Uyeda, Commissioner of the U.S. Securities and Exchange Commission, Statement on the Concept Release on Foreign Private Issuer Eligibility (June 4, 2025).

[29] Order Granting Directors and Officers of Certain Foreign Private Issuers an Exemption from the Filing Requirements of Section 16(a) of the Exchange Act, Release No. 34-104931 (Mar. 5, 2026).

Last Reviewed or Updated: March 11, 2026