SEC Marketing Rule Enforcement in 2026: Why Buyers, Breakaways, and Growth-Minded RIAs Need to Be Mindful Marketers

The SEC’s Division of Examinations recently released a Risk Alert (the “December 2025 Risk Alert”) signaling continued scrutiny of investment adviser compliance with the Advisers Act Marketing Rule (SEC Rule 206(4)-1) (the “Marketing Rule”). Advisers and firms are on notice that some of their most powerful marketing tools will be the focus of SEC scrutiny in 2026: client testimonials, endorsements, and third-party ratings and accolades. The December 2025 Risk Alert reminds advisers that the Staff expects upfront disclosures, proactive diligence, and documentation of compliance in all marketing efforts.

The Staff’s announcement is not all doom and gloom. Now is the time to reevaluate marketing materials (particularly dated testimonials and awards), identify compliance gaps, tighten due diligence and disclosure processes, and get ahead of examiner scrutiny before it arrives.

Here is who should be on high alert: 

• Advisers changing firms or starting a new firm;
• Firms acquiring or merging with other firms—new colleagues mean new responsibilities;
• Heavy social media users including digital-first advisers and fintech platforms;
• Firms with influencer partnerships or referral networks.
• Firms leveraging distributed marketing efforts (i.e., branch advisers posting independently, wholesalers presenting at conferences, or third-party platforms aggregating content).

What is the Advisers Act Marketing Rule?

SEC Rule 206(4)-1, the Marketing Rule, replaced the former advertising and cash-solicitation rules with a single principles-based framework governing testimonials, endorsements, third-party ratings, and performance advertising. The rule applies broadly to most marketing communications and protects investors from misleading claims while ensuring they can make informed decisions based on accurate, balanced information. The Marketing Rule is anchored by seven general prohibitions that apply to all adviser advertisements:

1. Untrue statements or misleading omissions of material facts;
2. Material statements of fact the adviser cannot substantiate upon demand;
3. Content reasonably likely to cause misleading implications or inferences;
4. Benefits presented without fair and balanced disclosure of material risks or limitations;
5. References to specific investment advice that are not fair and balanced;
6. Performance that includes or excludes results or time periods in an unfair or unbalanced way;
7. Any other materially misleading content. 

Since the rule took effect, the SEC has steadily expanded its examination focus—from early attention on policies, procedures, and Form ADV disclosures to later emphasis on testimonials, endorsements, and third-party ratings. By April 2024, the Staff reported widespread deficiencies, including adviser use of unsubstantiated claims, unbalanced presentations, and inadequately contextualized performance. The December 2025 Risk Alert signals another wave of targeted enforcement aimed at weeding out non-compliant marketing materials, particularly for repeat offenders.

December 2025 Risk Alert: The SEC’s Sights are Set on Testimonials, Endorsements, and Third‑Party Ratings

The December 2025 Risk Alert builds on prior guidance to address specific compliance failures that SEC staff observed during examinations since the Rule took effect. The alert focuses on two specific areas of the Rule: (1) the Testimonials and Endorsements Provisions, and (2) the Third-Party Ratings Provisions. 

Testimonials and Endorsements

The December 2025 Risk Alert highlights recurring failures under the testimonials and endorsements provision, which requires advisers to provide specific disclosures when publishing these reviews and conduct sufficient due diligence on the person providing the testimonial or endorsement. The most common mistakes the SEC flagged are advisers omitting required disclosures-for example, failing to state whether the individual is a current client, was compensated, or has a material conflict of interest like a referral arrangement. According to the Staff, even where advisers have provided disclosures, they have not been “clear and prominent.” Burying disclosures in links, small print, or locations separate from the testimonial will not suffice. Firms should review internal policies and procedures to ensure they reflect the Marketing Rule’s requirements and audit existing testimonials and endorsements for compliance gaps before examiners do.

Advisers using influencers, lead‑generation platforms, referral networks, or “refer‑a‑friend” programs frequently miss that these arrangements create testimonials or endorsements in the first place. When a social media influencer promotes an adviser's services, when a platform generates leads in exchange for compensation, or when existing clients receive rewards for referrals, those communications fall squarely within the Marketing Rule's testimonial and endorsement framework-triggering disclosure obligations and due diligence requirements that many advisers overlook entirely.

Staff also noted gaps in oversight and documentation. The Marketing Rule requires advisers to enter into written agreements with any promoter who receives compensation exceeding $1,000 over a 12-month period. Many advisers either lack these agreements entirely or incorrectly rely on the de minimis exemption-mistakenly believing they are exempt when their total payments (including non-cash compensation like free services or access) have already crossed that threshold. Some advisers compensated ineligible promoters due to insufficient diligence into disciplinary histories; the Rule prohibits compensating promoters subject to certain SEC or state regulatory actions, making background checks essential.

For affiliated promoters, advisers often failed to disclose the affiliation when the testimonial was disseminated, instead waiting until after contact with a prospective client. This timing matters: a prospective client who sees a glowing review or “best adviser” recommendation may not realize the promoter works for (or has an ownership interest in) the firm until they are already in a sales conversation. By then, the testimonial has already done its work, and the belated disclosure does little to counteract the initial impression.

Third-Party Ratings

Advisers using “best of” lists, awards, industry rankings, or other third-party rankings in their marketing materials must sharpen their due diligence and disclosure practices. Before touting a rating, advisers must have a reasonable basis to believe the rating is legitimate—meaning the survey or questionnaire behind it was not rigged to favor certain outcomes and gave respondents a fair opportunity to provide both positive and negative feedback. If advisers cannot show they reviewed the methodology, obtained a copy of the survey, or at least secured representations from the rating provider, they are inviting SEC scrutiny.

Additionally, the alert flags compensation-related issues. If an adviser paid the rating provider anything—whether for use of a logo, priority placement, referrals, or even just to be considered for the rating—that payment needs to be disclosed wherever the rating appears. Staff observed advisers reprinting ratings or linking to them without any indication that money changed hands, which is exactly the kind of omission the Marketing Rule is designed to prevent.

Conclusion

The SEC is making clear that policy manuals are not enough—actual practices must match the Marketing Rule's requirements. Firms should implement controls that require clear and prominent disclosures for testimonials and endorsements, embed due diligence and disclosures for third‑party ratings, and ensure substantiation files exist for material factual claims. Supervisory testing should verify that website placements, social media posts, and alternative trade name microsites reflect these controls in practice.

The December 2025 Risk Alert warns that repeat findings after publication of these expectations can be referred to Enforcement. Firms that are uncertain whether their current practices meet the Marketing Rule's requirements, or advisers who want to stay ahead of compliance as they navigate upcoming transitions, should consider engaging counsel to evaluate potential gaps and develop a remediation roadmap.

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