The answers to these frequently asked questions represent the views of the staff of the Office of the Whistleblower. They are not rules, regulations or statements of the Securities and Exchange Commission. Further, the Commission has neither approved nor disapproved them. These FAQs provide short general summaries of certain key features of the SEC Whistleblower Program and do not purport to be a complete or comprehensive discussion of all of its provisions. For detailed information about the program, including eligibility requirements and certain limitations that apply, please see Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Amended Rules implementing the program.
On June 28, 2018, the SEC voted to propose several amendments to the rules governing the whistleblower program. The proposed amendments were published in the Federal Register on July 20, 2018 and were open for public comment thru September 18, 2018.
On September 23, 2020, the SEC voted to adopt amendments to the rules governing its whistleblower program that are designed to provide greater clarity to whistleblowers and increase the program’s efficiency and transparency. The effective date of the amendments is December 7, 2020.
Most recently on August 26, 2022, the SEC adopted two amendments to the rules governing its whistleblower program. The first rule change allows the Commission to pay whistleblowers for their information and assistance in connection with non-SEC actions in additional circumstances. The second rule affirms the Commission’s authority to consider the dollar amount of a potential award for the limited purpose of increasing an award but not to lower an award. The rule amendments are effective as of October 4, 2022.
Please review the guidance to determine the impact the amendments have on the rules that may apply to your situation.
- What is the SEC Whistleblower Program?
- Who is a whistleblower?
- What information can I submit to the SEC?
- How do I submit information under the SEC's whistleblower program?
- Can I submit a tip anonymously?
- Will the SEC keep my identity confidential?
- What happens to my tip once it is received by the SEC?
- How will I hear about the opportunity to apply for an award?
- How do I apply for an award?
- How can I apply for an award in connection with a related action?
- What does it mean to "voluntarily" provide information?
- What is "original information"?
- How might my information "lead to" a successful enforcement action?
- I work at a company with an internal compliance process. Can I report internally and still be eligible for a whistleblower award?
- I provided information to the SEC before the enactment of Dodd-Frank on July 21, 2010. Am I eligible for an award?
- What factors does the SEC consider in determining the amount of the award?
- Can I appeal the SEC's award decision?
- Can someone be permanently barred from participating in the whistleblower program?
- Could you explain the Preliminary Summary Disposition process?
- What rights do I have if my employer retaliates against me for submitting information to the SEC?
- If I have more questions, who can I call?
1. What is the SEC Whistleblower Program?
The Whistleblower Program was created by Congress to provide monetary incentives for individuals to come forward and report possible violations of the federal securities laws to the SEC. Under the program, eligible whistleblowers are entitled to an award between 10 and 30% of the monetary sanctions collected in actions brought by the SEC and related actions brought by certain other regulatory and law enforcement authorities.
The Program prohibits retaliation by employers against employees who provide us with information about possible securities violations. Exchange Act Rule 21F-17 also prohibits any person from taking any action to prevent you from contacting the SEC directly. For more information about retaliation and impeding reporting, please visit the retaliation section of the website.
2. Who is a whistleblower?
A “whistleblower” is a person who voluntarily provides the SEC with original information in writing about a possible violation of the federal securities laws that has occurred, is ongoing, or is about to occur. To be eligible for an award, the information provided must lead to a successful SEC enforcement action resulting in an order of monetary sanctions exceeding $1 million. One or more people are allowed to act as a whistleblower, but companies or organizations cannot qualify as whistleblowers. You are not required to be an employee of the company to submit information about that company. See Rule 21F-2. In addition, to be eligible for an award, the information must be provided in the form and manner required under the whistleblower rules, that is, on Form TCR or through the SEC’s online TCR portal and declared under penalty of perjury. See Rule 21F-9.
3. What information can I submit to the SEC?
The SEC conducts investigations into possible violations of the federal securities laws. In general, the more specific, credible, and timely a whistleblower tip, the more likely it is that the tip will be forwarded to investigative staff for further follow-up or investigation. For instance, if the tip identifies individuals involved in the scheme, provides examples of particular fraudulent transactions, or points to non-public materials evidencing the fraud, the tip is more likely to be assigned to Enforcement staff for investigation.
The SEC does not have jurisdiction to take action on information that is outside the scope or coverage of the federal securities laws. We may, in appropriate circumstances, refer your matter to another regulatory or law enforcement agency.
If you would like to provide the SEC with information about fraud or wrongdoing involving potential violations of the federal securities laws, please follow the instructions provided in Rule 21F-9. Some examples of the kind of conduct the SEC is interested in include:
- Ponzi scheme, Pyramid scheme, or a High-Yield Investment Program
- Theft or misappropriation of funds or securities
- Manipulation of a security's price or volume
- Insider trading
- Fraudulent or unregistered securities offering
- False or misleading statements about a company (including false or misleading SEC reports or financial statements)
- Abusive naked short selling
- Bribery of, or improper payments to, foreign officials
- Fraudulent conduct associated with municipal securities transactions or public pension plans
- Initial Coin Offerings and Cryptocurrencies
- Other fraudulent conduct involving securities
4. How do I submit information under the SEC whistleblower program?
In order to be considered for an award under the whistleblower program, you must submit your information either through the SEC’s online Tips, Complaints and Referrals (“TCR”) portal and answer “yes” to the questions regarding participating in the whistleblower program or by completing the hard-copy Form TCR. In addition, you must personally execute the declarations under penalty of perjury on these forms in the sections provided. See Rule 21F-9. You must submit a Form TCR to the Commission within 30 days of submitting your information to the Commission, or within 30 days of learning of the Form TCR filing requirement. You are on constructive notice of the Form TCR filing requirement if you are represented by counsel. If you do not timely submit your information on Form TCR, you may be ineligible for an award.
OWB encourages all individuals to submit their whistleblower tips and any additional information electronically through the Commission’s online TCR portal. There are several benefits of using the online portal, including the fact that individuals receive an immediate acknowledgement of their submission along with a confirmation number. The tip is automatically captured for appropriate review. Those individuals who do not have ready access to a computer may submit hard-copy Form TCRs using the current contact information listed on the Submit a Tip page. For those who submit a hard-copy Form TCR by mail or fax, you should maintain a copy of all documents and materials that you submit in connection with your whistleblower tip, including a mail receipt or fax confirmation. Tips submitted via hard-copy Form TCR do not receive acknowledgement letters.
After submitting an initial tip, a whistleblower is free to submit additional information or materials. Additional information may be submitted through the online portal, with reference to the original TCR submission number, but should be submitted directly to the investigative staff if the whistleblower is working with Enforcement staff on the matter. Those individuals who do not have ready access to a computer should submit additional information through mail or fax.
Please send your submission using only one method of transmission. Submitting information in multiple ways (e.g., via fax and mail) causes confusion and delay in the processing of the information.
5. Can I submit a tip anonymously?
Yes, you may submit anonymously. To be eligible for an award you must have an attorney represent you in connection with your submission. Your attorney must submit your information on your behalf either through the SEC’s online TCR portal, or by submitting a hard-copy Form TCR, and in either case completing the required attorney certification. In addition, you must provide the attorney with a completed hard-copy Form TCR signed under penalty of perjury at the time of your anonymous submission. See Rule 21F-9.
6. Will the SEC keep my identity confidential?
Whether or not you seek anonymity, the SEC is committed to protecting your identity to the fullest extent possible. For example, we will not disclose your identity in response to requests under the Freedom of Information Act. However, there are limits on our ability to shield your identity and in certain circumstances we must disclose it to outside persons or entities. For example, in an administrative or court proceeding, we may be required to produce documents or other information which would reveal your identity as a whistleblower. In addition, as part of our ongoing investigatory responsibilities, we may use information you have provided during the course of our investigation. In appropriate circumstances, we may also provide information, subject to confidentiality requirements, to other governmental or regulatory entities. See Rule 21F-7.
7. What happens to my tip once it is received by the SEC?
All tips, complaints and referrals received by the SEC are reviewed by our Enforcement Division. During the evaluation process, the Office of Market Intelligence (“OMI”) staff examines each tip to identify those with high-quality information that warrant the additional allocation of SEC resources. When OMI determines a complaint warrants deeper investigation, OMI staff assigns the complaint to one of the SEC’s eleven regional offices, a specialty unit, or to an Enforcement group in the Home Office. Complaints that relate to an existing investigation are forwarded to the staff working on the matter. Tips that could benefit from the specific expertise of another Division or Office within the SEC generally are forwarded to staff in that Division or Office for further analysis.
The SEC may use information from whistleblower tips and complaints in several different ways. For example, the SEC may initiate an enforcement investigation based on the whistleblower’s tip. A whistleblower tip may also prompt the SEC to commence an examination of a regulated entity or a review of securities filings, which may lead to an enforcement action. Even if the tip does not cause an investigation to be opened, it may still help lead to a successful enforcement action if the whistleblower provides additional, new information that significantly contributes to an ongoing or active investigation.
The SEC conducts its investigations on a confidential basis as a matter of policy. The purpose of this policy is to protect the integrity of any investigation from premature disclosure and to protect the privacy of persons involved in our investigations. The SEC generally does not comment on whether it has opened an investigation in a particular matter or the status of its investigations. While this can be frustrating, it is necessary to protect the integrity of the investigative process.
8. How will I hear about the opportunity to apply for an award
We will post on this website Notices of Covered Action (“NoCA”) exceeding $1 million in sanctions so that whistleblowers who believe they voluntarily submitted new information that was used in the Covered Action will have an opportunity to apply for a whistleblower award. In addition, if staff has been working with you, we may contact you or your attorney, as a matter of courtesy, to inform you of the NoCA posting. However, OWB contacting you or your attorney does not mean we have made any determination regarding your eligibility for an award. It is only the Commission that determines award eligibility and the appropriate award percentage. Additionally, the responsibility to apply for an award before the deadline passes lies solely with the whistleblower. See Rule 21F-10.
OWB sends email alerts to GovDelivery when the NoCA listing is updated. Whistleblowers and other members of the public may sign up to receive an update via email every time the list of NoCAs on OWB’s website is updated.
OWB typically posts new NoCAs on its website at the end of each month. OWB does not post actions brought by other government agencies. Therefore, it is the whistleblower’s responsibility to monitor whether another agency has filed a related action for which the whistleblower may claim a related action award.
9. How do I apply for an award?
Once the case you believe your information led to is posted, you must complete and return Form WB-APP within 90 calendar days to the Office of the Whistleblower via email to [email protected], by fax (703) 813-9322, or by mail to the address listed on OWB’s website. See Rule 21F-10. Deadlines for submissions to the Office of the Whistleblower that fall on a weekend or holiday will be extended to the next business day. Please send the Form WB-APP to OWB using only one method of transmission. Duplicate applications sent in multiple ways can cause a delay in processing the award claim.
We urge you to carefully consider whether your tip included the same allegations and parties as the action for which you are applying. In September 2020, the Commission adopted rule amendments pursuant to which the Commission may bar an individual from participating in the whistleblower program if they submit three or more frivolous tips. See Rule 21F-8(e). Section D of Form WB-APP requires that you provide the case name and notice number for the Covered Action for which you seek an award. If you do not identify a covered action, your application may be considered deficient and you may not be considered for an award. OWB acknowledges receipt of Form WB-APPs by emailed letter.
When you submit the award application, you should strive to address factual issues surrounding your award claim. For instance, officers and directors may be excluded from award eligibility. If you are an officer, you should explain why you do not fall within the exclusion or how you satisfy an exception under Rule 21F-4(b). As another example, please be clear on when you learned of the conduct and, if there was a delay in reporting, please include any facts or circumstances we should consider in determining whether the delay was unreasonable. Additionally, the whistleblower rules permit certain culpable whistleblowers to receive an award. The Commission may consider, among other things, your role in the misconduct, your job responsibilities, and the extent to which you financially benefitted from the violations. If you do not fully address your involvement, OWB may solicit additional information from you, which may delay the processing of the award claim. See Rule 21F-6.
Rule 21F-12(a)(3) excludes untimely supplemental submissions from consideration by the Claims Review Staff and Commission. This means that a whistleblower should submit during the 90-day window everything he or she believes is applicable to the Commission’s consideration of the award claim. If additional information is needed to process the claim, OWB will contact the whistleblower or his or her counsel if represented and request the additional information.
We will notify you when the Claims Review Staff issues a preliminary determination with respect to your award claim. See Rule 21F-10(d). OWB will not be able to give you status updates on your pending application for award. Please note that pursuant to Rule 21F-10(d), the Claims Review Staff may not evaluate award claims until all appeals in the matter have been fully resolved. For more information about the claim review process, please see Office of the Whistleblower Approach to Processing Whistleblower Award Claims.
10. How do I apply for an award in connection with a related action?
Individuals who provide information that leads to successful SEC actions resulting in monetary sanctions over $1 million may also be eligible to receive an award if the same information led to a related action brought by certain other authorities, such as a parallel criminal prosecution. To be clear, eligibility for an award in an SEC Covered Action is a prerequisite to receiving an award in a related action.
If a final order imposing monetary sanctions has been entered in a related action at the time you submit your claim for an award in connection with the SEC’s action, you must submit your claim for an award for that related action on the same Form WB-APP that you use for the SEC action. You should fully and accurately complete Section E on the Form WB-APP pertaining to related actions. If a final order imposing monetary sanctions in a related action has not been entered at the time you submit your claim for an award in connection with an SEC action, you must submit your claim on Form WB-APP within 90 calendar days of the issuance of a final order imposing sanctions in the related action. See Rule 21F-11. Deadlines for submissions to the Office of the Whistleblower that fall on a weekend or holiday will be extended to the next business day.
Please note that Deferred Prosecution Agreements and Non-Prosecution Agreements entered into by the U.S. Department of Justice may be considered a related action for award purposes.
Please also note that if another authority has a whistleblower award program that could pay on the related action, then the SEC will not consider the other authority’s action to be a “related action” unless the SEC finds that the SEC’s own whistleblower program has a more direct or relevant connection to the action. However, if the other authority’s whistleblower award program is not comparable to the SEC’s, or if the related action award would not exceed $5 million, then the SEC will consider the action brought by the other agency a “related action.” If the claimant has applied for an award from another authority (such as the IRS), they should disclose that information on the Form WB-APP. Whistleblowers are not permitted to receive an award from the SEC and from another agency for the same action, and the claimant will be required to make an irrevocable waiver of the claim submitted to the other agency, if they receive an award from the SEC on the related action.
11. What does it mean to "voluntarily" provide information?
Your information is provided “voluntarily” if you provide it to us or another regulatory or law enforcement authority before a request, inquiry, or demand that relates to the same subject matter is directed to you or anyone representing you (such as an attorney) by (i) the Commission, (ii) another regulatory or law enforcement agency or self-regulatory organization (such as FINRA), or (iii) Congress or any other authority of the federal government. See Rule 21F-4(a). Providing information to the news media does not by itself make you voluntary under the rules.
12. What is "original information"?
“Original information” is information derived from your independent knowledge (facts known to you that are not derived from publicly available sources) or independent analysis (evaluation of information that may be publicly available but which reveals information that is not generally known) that is not already known by us. Some information is excluded from the definition of “original information, such as information subject to the attorney-client privilege or information learned because you held certain titles at a company (such as an officer or director) and you learned the information from another person or through the entity’s internal reporting systems. See Rule 21F-4(b)(4).
In September 2020, the SEC adopted interpretive guidance on the meaning of “independent analysis.” A whistleblower who provides “independent analysis” may qualify for an award, if he or she also meets the other eligibility requirements for an award. In order for a submission to qualify as “independent analysis,” the whistleblower must do more than point to publicly available information. Information does not constitute independent analysis if the whistleblower merely directs the staff to publicly available information and states that the information itself suggests a fraud or other violations. Rather, the whistleblower must use the publicly available materials to show important insights about the possible securities laws violations that are not apparent from the face of the materials.
13. How might my information "lead to" a successful enforcement action?
Your information satisfies the “led to” criterion if your information causes us to open a new investigation, re-open a previously closed investigation or pursue a new line of inquiry in connection with an ongoing investigation, and we bring a successful enforcement action based at least in part on the conduct you alleged. Additionally, you may be eligible if your information relates to an ongoing examination or investigation, if the information you provide significantly contributes to the success of the SEC enforcement action. You may also be eligible if you report your information internally first to the company, and the company later reports your information to us, or reports the results of an internal investigation that was prompted by your information, as long as you also report directly to us within 120 days. See Rule 21F-4(c).
14. I work at a company with an internal compliance process. Can I report internally and still be eligible for a whistleblower award?
You may report internally at your company, but internal reporting is not required to be considered for an award. If you choose to report internally, but also report the information to us within 120 days of reporting it internally, then (i) we will consider your information to be reported to the SEC on the date you reported it internally, and (ii) if the company conducts an investigation based on your internal report and then reports the results to us, you will benefit from all the information the company’s investigation uncovers. Also, participation in your internal compliance program may be considered in determining the appropriate award amount. Please visit the retaliation section for more information regarding your retaliation protections when reporting internally. See Rules 21F-4(b)(7) and 21F-4(c).
15. I provided information to the SEC before the enactment of Dodd-Frank on July 21, 2010. Am I eligible for an award?
Awards are available only in connection with information submitted to the SEC after July 21, 2010. See Rule 21F-4(b)(1).
16. What factors does the SEC consider in determining the amount of the award?
Under Rule 21F-6(c), there is a 30% presumption if the award amount is $5 million or less and there are no negative factors (e.g., culpability, unreasonable reporting delay, and interference with an internal compliance system). This presumption may be overcome if the whistleblower provided limited assistance or if a maximum award would be inconsistent with the public interest, the promotion of investor protection, or the objectives of the whistleblower program.
If the award amount is over $5 million, the Commission will consider the following factors in determining the amount of an award based on the facts and circumstances of each case.
We may increase the award percentage based on the existence of these factors:
- The significance of the information you provided.
- The extent of the assistance you provide us in our investigation and any successful proceeding.
- Law enforcement interest in deterring violations of the securities laws by making awards to whistleblowers who provide information that leads to the successful enforcement of these laws.
- Whether, and the extent to which, you participated in the company’s internal compliance systems, such as, for example, reporting the possible securities violations through internal whistleblower, legal or compliance procedures before, or at the same time, you reported them to us
We may reduce the amount of an award based on these factors:
- If you were a participant in, or culpable for the securities law violation(s) you reported.
- If you unreasonably delayed reporting the violation(s) to us.
- If you interfered with your company's internal compliance and reporting systems, such as, for example, making false statements to your compliance department that hindered its efforts to investigate possible wrongdoing. See Rule 21F-6.
The SEC only considers the dollar amount of the award to increase, and not decrease, the award percentage.
17. Can I appeal the SEC's award decision?
OWB will notify you of the preliminary determination of the SEC’s Claims Review Staff (“CRS”) to recommend that the SEC either grant or deny your award application, and if granted, the percentage amount of your award. You may request reconsideration of this preliminary determination by submitting your response to OWB within 60 days of the later of (i) the issuance of the preliminary determination or (ii) your receipt of the record that was relied upon in making the preliminary determination, if you requested the record within 30 days of the issuance of the preliminary determination. See Rule 21F-10. Please note there are shorter time periods if your claim was subject to the Preliminary Summary Disposition process established by Rule 21F-18. Deadlines for submissions to the Office of the Whistleblower that fall on a weekend or holiday will be extended to the next business day.
The CRS will consider your response and forward its proposed final determination to the Commission. If the Commission denies your application for an award, you may file an appeal in an appropriate United States Court of Appeals within 30 days of the Commission’s final decision being issued. See Rule 21F-13. However, if you are granted an award and the Commission follows the factors described above and the total amount awarded is between 10 and 30% of the monetary sanctions collected in the action, then the Commission’s decision is not appealable.
18. Can someone be permanently barred from participating in the whistleblower program?
Yes. Submissions or applications that are frivolous or fraudulent, or that would otherwise hinder the effective and efficient operation of the Whistleblower Program may result in the SEC issuing a permanent bar as part of a final order in the course of considering a whistleblower award application from you.
There are two instances where the SEC can bar an individual from participating in the whistleblower program. First, the SEC may permanently bar any applicant from participating in the program after the SEC determines that the applicant has submitted three or more award applications that are frivolous or lack a colorable connection between the tip and the actions for which the applicant is seeking an award. For the first three applications preliminarily deemed by the Office of the Whistleblower to be frivolous or noncolorable, the Office of the Whistleblower will advise a claimant of its assessment and give the claimant the opportunity to withdraw the application. After the first three applications, claimants will no longer have the opportunity to withdraw a frivolous or noncolorable award claim. If a claimant withdraws an application, it will not be considered in the bar process. However, a claimant may not withdraw an application after the 30-day period to withdraw has run, and a claimant cannot withdraw after a Preliminary Determination or Preliminary Summary Disposition has been issued.
Second, the SEC may also bar applicants who violate Rule 21F-8(c)(7), which generally concerns the submission of materially false, fictitious, or fraudulent statements in their whistleblower submission, in their other dealings with the SEC, or in related actions. See Rule 21F-8.
19. Could you explain the Preliminary Summary Disposition process?
The Preliminary Summary Disposition (“PSD”) process is a streamlined process to resolve denial claims that do not raise any novel or important legal or policy questions.
PSDs are issued by the Office of the Whistleblower, rather than the Claims Review Staff. Also, the time to respond to a PSD is shorter than the time to respond to a Preliminary Determination; under the PSD process a claimant has 15 days to request the staff declaration, and 30 days to submit a response objecting to the denial. See Rule 21F-18.
20. What rights do I have if my employer retaliates against me for submitting information to the SEC?
Employers may not discharge, demote, suspend, harass, or in any way discriminate against you because of any lawful act done by you in, among other things, (i) providing information to us under the whistleblower program, or (ii) assisting us in any investigation or proceeding based on the information submitted. If you believe that your employer has wrongfully retaliated against you, you may report your concerns to the SEC and we may, in appropriate circumstances, bring an enforcement action.
You can find more information about the Dodd-Frank whistleblower protections, including the time period by which a whistleblower must file a private action in federal court, in Section 922 of the Dodd-Frank Act.
Also, under the Sarbanes-Oxley Act, you may be entitled to file a complaint with the U.S. Department of Labor if you are retaliated against for reporting possible securities law violations. For more details on filing whistleblower complaints under the Sarbanes-Oxley Act, please visit the Department of Labor's whistleblower website.
For more information about retaliation, please see the retaliation section of the website.
21. If I have more questions, who can I call?
To help promote the agency’s Whistleblower Program and establish a line of communication with the public, OWB operates a whistleblower hotline where whistleblowers, or would-be whistleblowers, their attorneys, or other members of the public with questions about the program may call. Individuals leave messages on the hotline, which are returned by OWB staff within 24 business hours. To protect the identity of whistleblowers, OWB will not leave return messages unless the caller’s name is clearly and fully identified on the caller’s voicemail message, or unless the caller gives their permission for us to leave a message. If OWB is unable to leave a message because the individual’s name is not identified or if it appears to be a shared voicemail system, OWB staff make two additional attempts to contact the individual.
If you would like to speak to OWB staff, please call 202-551-4790 and provide your TCR submission number (if you have one) when you leave a message.