SEC and CFTC Propose Form PF Overhaul: What Private Fund Advisers Must Know Now

A $1 Billion Threshold Change That Rewrites the Compliance Calendar

On April 20, 2026, the SEC and CFTC jointly proposed amendments to Form PF that would fundamentally reshape who files, how much they disclose, and when the new rules take effect. The proposal was published in the Federal Register on April 24, 2026, under Release No. IA-6959, File No. S7-2026-13. Comments are due by June 23, 2026.

The headline number is $1 billion. The proposal would raise the general filing threshold from $150 million to $1 billion in private fund assets under management. For large hedge fund advisers, the threshold would climb from $1.5 billion to $10 billion. Those are not incremental adjustments. They represent a structural rethinking of who the Form PF regime is actually designed to capture.

But here is the part most coverage is missing. This proposal does not exist in isolation. It sits on top of comprehensive Form PF amendments the agencies adopted on February 8, 2024, with a compliance date currently set for October 1, 2026. The new proposal would modify those 2024 amendments before many advisers have even finished building systems to comply with them. That sequencing creates a compliance planning problem that warrants immediate attention.

What the Proposal Actually Changes — and What It Does Not

The distinction that matters here is between a proposed rule and a final rule. These amendments are not yet law. The comment period closes June 23, 2026, and the agencies must review submissions, finalize the rule, and publish it in the Federal Register before any compliance obligation attaches. If finalized, the proposal provides for a minimum 12-month transition period from the date of final rule publication.

The Threshold Shifts

Under the current framework, any investment adviser managing at least $150 million in private fund assets must file Form PF. The proposal would move that floor to $1 billion. The agencies estimate that almost half of current filers would be eliminated from the filing requirement entirely — while the remaining filers would still represent over 90 percent of private fund gross assets. The agencies' stated rationale is that smaller advisers generate reporting costs disproportionate to the systemic risk information their filings provide.

The large hedge fund adviser threshold shift is equally significant. Advisers currently cross into enhanced reporting obligations at $1.5 billion in hedge fund assets under management. The proposal would raise that line to $10 billion — a nearly seven-fold increase that would remove a substantial number of mid-sized hedge fund managers from the more burdensome quarterly reporting requirements.

The Private Credit Question

The proposal also requests comment on private credit fund reporting. The final scope of any changes to private credit disclosures is not yet determined, but the agencies are clearly signaling that the private credit segment is under active review. Advisers with significant private credit exposure should monitor this closely and consider submitting comments before the June 23 deadline.

The 2024 Amendments Are Still Coming — Do Not Lose Sight of October 1

The proposed amendments create a real risk of compliance planning paralysis. The logic goes: if the thresholds are going up, why build systems for the current rules? That logic is dangerous.

The 2024 Form PF amendments — adopted February 8, 2024 — carry a compliance date of October 1, 2026. That date has already been extended once. It is not guaranteed to move again. The 2026 proposal is a separate rulemaking with its own timeline. Until the new amendments are finalized and effective, the 2024 rules govern.

Advisers who pause their 2024 compliance work on the assumption that the new proposal will render it unnecessary are making a bet on regulatory timing that could leave them exposed. The message is clear: prepare for October 1, 2026 as if the proposed amendments do not exist, while simultaneously tracking the proposal's progress through the comment and finalization process.

What Private Fund Advisers Should Do Before June 23

The comment deadline is not just a procedural formality. It is the only formal opportunity to shape the final rule. Here is what advisers and their counsel should be doing right now.

First, determine your current filing status under both threshold frameworks. If your private fund AUM sits between $150 million and $1 billion, you are in the group the proposal would exempt entirely. That does not mean you stop preparing for October 1, 2026 — it means you have a strong interest in the proposal's finalization timeline and should be tracking it actively.

Second, assess your large hedge fund adviser status under the proposed $10 billion threshold. If you currently file as a large hedge fund adviser because you exceed $1.5 billion in hedge fund AUM but fall below $10 billion, the proposal would significantly reduce your reporting obligations if finalized. Quantify what that means for your compliance infrastructure and budget.

Third, consider submitting a comment. The agencies have specifically requested input on private credit fund reporting. If your fund strategy includes private credit, this is a direct invitation to provide data and perspective that could shape the final rule. Comments submitted by June 23, 2026 to File No. S7-2026-13 are part of the administrative record.

Fourth, do not restructure your compliance program around a proposed rule. Build for October 1, 2026. Plan for the proposed amendments as a potential future state. Those are two separate workstreams.

Key Takeaways for Private Fund Advisers

• The filing threshold would increase from $150 million to $1 billion. Almost half of current Form PF filers could be eliminated from the requirement entirely if the proposal is finalized as written.
• The large hedge fund adviser threshold would rise from $1.5 billion to $10 billion. This is a nearly seven-fold increase that would remove many mid-sized hedge fund managers from enhanced quarterly reporting obligations.
• This is a proposal, not a final rule. The comment period closes June 23, 2026. No compliance obligation changes until the rule is finalized and the 12-month transition period runs.
• The 2024 Form PF amendments still carry an October 1, 2026 compliance date. Pausing compliance preparation on the assumption that the new proposal will supersede the 2024 rules is a material risk.
• Private credit fund reporting is under active agency review. The proposal requests comment on this segment specifically, and the final scope of changes is not yet determined.
• The comment deadline is June 23, 2026. Advisers with a stake in the outcome — particularly those near the new thresholds or with private credit exposure — should evaluate whether to submit comments.