What the SEC's 2025 Marketing Rule Risk Alert Means
SEC examiners are shifting from testing Marketing Rule awareness to testing proof of compliance. The SEC Division of Examinations' 2025 Marketing Rule Risk Alert shows how examiners test that proof, focusing on requirements for testimonials, endorsements, third-party rankings, and recordkeeping in real-world marketing activity.
The Risk Alert highlights repeat deficiencies observed across multiple examinations. Regulators now expect firms to demonstrate consistent, provable compliance across all marketing channels, including digital and third-party platforms. Understanding the rule is no longer enough — firms are expected to show how compliance is operationalized, supervised, and documented.
Key takeaways
- The SEC has shifted focus from Marketing Rule awareness to execution and proof of compliance.
- Disclosure gaps, endorsement misclassification, and recordkeeping failures remain the most common deficiencies.
- Marketing compliance is increasingly assessed as a digital communications supervision issue.
- Firms need visibility into marketing activity across internal, advisor, and third-party channels.
- Checklists and consistent recordkeeping help firms demonstrate compliance during examinations.
Why the SEC's shift from awareness to execution matters
The examination findings suggest that firms have moved beyond the initial implementation phase of the Marketing Rule. Rather than evaluating whether firms understand the rule, examiners are increasingly assessing whether firms can apply requirements consistently and demonstrate compliance in a measurable, defensible way. Marketing Rule failures are increasingly treated as baseline compliance breakdowns, not early implementation issues — particularly where digital and third-party marketing is involved.
How the SEC is examining Marketing Rule compliance
The SEC's 2025 Marketing Rule Risk Alert is not an educational document. It is an assessment of how firms are performing during live examinations.
Rather than restating what the Marketing Rule requires, the Risk Alert identifies where firms continue to struggle. The scope is intentionally narrow, focusing on testimonials, endorsements, and third-party ratings — but the implications are broad.
- From an SEC perspective, marketing compliance execution means the ability to:
- Apply required disclosures correctly and consistently
- Supervise marketing activity across internal and third-party channels
Retain and retrieve records showing how marketing content was reviewed, disclosed, and distributed
Tip
A rule-specific checklist is often the fastest way to catch missing disclosures before publishing.
Common Marketing Rule compliance failures identified by the SEC
The Risk Alert reads less like guidance and more like a progress report. Across examinations, the SEC observed the same deficiencies years after the rule became effective.
Disclosure deficiencies and presentation issues
Examiners continue to find:
- Missing or unclear disclosures
- Disclosures that are not presented clearly and prominently
- Disclosures delivered separately from the marketing message or added after publication
Disclosures that are buried in links, obscured by design, or disconnected from the marketing content are unlikely to meet SEC expectations.
Misclassified endorsements and influencer relationships
Another recurring issue is the misclassification of endorsements, particularly involving:
- Influencers, finfluencers, and other compensated promoters
- Referral arrangements
- Lead generation firms and marketing partners
In many cases, firms failed to recognize when compensation, material connections, or promotional activity triggered endorsement requirements under the Marketing Rule.
Recordkeeping and evidence gaps during examinations
Perhaps the most consistent breakdown relates to recordkeeping. While many firms have written policies in place, examiners found that, in many cases, firms lacked documentation demonstrating those policies had been followed consistently. Often firms could not produce records demonstrating:
- How marketing materials were reviewed and approved
- When and how disclosures were delivered
- How marketing content was retained in its original context
From an examiner's perspective, policies alone are insufficient. If records cannot be retrieved and validated, compliance cannot be demonstrated.
Third-party ratings continue to draw scrutiny
The Risk Alert also identified deficiencies involving third-party ratings. Examiners found instances where advisers lacked a reasonable basis for believing a rating was prepared using a fair methodology. In other cases, advisers failed to provide required disclosures about the rating methodology, applicable time period, or compensation arrangements.
The Division's specific findings are worth reviewing carefully:
- Advisers lacked a reasonable basis for believing that the questionnaire or survey underlying a rating was designed to allow equally favorable and unfavorable responses — the core due diligence requirement.
- Ratings were displayed without disclosing the date the rating was given or the period of time it covered. In some cases, advisers listed years in which they had not actually received the award.
- Rating logos were used in advertisements without clearly identifying the third party that created and tabulated the rating.
- Advisers paid rating providers for logo use, priority placement, referral links, or consideration fees — and did not disclose those payments where the ratings appeared.
- Disclosures were provided via hyperlinks or small-print footnotes rather than clearly and prominently alongside the rating itself.
For compliance teams, this reinforces the importance of documenting due diligence supporting third-party ratings, reviewing required disclosures before publication, and maintaining records demonstrating how the rating was evaluated before use.
Why this Risk Alert matters for financial services firms
The Risk Alert reinforces a broader regulatory reality: marketing compliance is no longer separate from digital communications and supervision.
Marketing compliance is now a digital supervision issue
Examiners are not simply asking whether marketing materials were approved. They are assessing whether firms can show:
- When disclosures were delivered and to whom
- How third parties and advisors were supervised
- How marketing content was captured and retained across websites, social media, email, video, and external platforms
Consider a concrete example: an adviser's affiliated promoter publishes a social media endorsement without the required compensation disclosure. That gap generates an examiner finding regardless of the firm's internal policy — the supervision gap is the control failure.
Why execution gaps are treated as control failures
Firms that rely on fragmented tools, decentralized workflows, or third-party platforms without consistent oversight face heightened risk. The SEC is increasingly treating execution gaps as core control failures — not isolated mistakes or documentation oversights.
What firms should do now to reduce Marketing Rule risk
The most effective response to the Risk Alert is operational, not theoretical. Firms should focus on four immediate areas.
Gain visibility into marketing and third-party activity
Identify where marketing activity occurs, including advisor-managed social media accounts, third-party review sites, influencer content, and lead generation programs. If compliance teams cannot easily access this content, regulators will view that as a supervision gap.
See our Social Media Archiving for Financial Services guide for additional guidance on governing marketing communications across websites, social media and digital channels.
Ensure disclosures are clear at the point of distribution
Assess whether disclosures are applied clearly and consistently at the moment the marketing message is delivered. Disclosures that are delayed, buried, or separated from the content are unlikely to satisfy SEC expectations. Firms using testimonials, endorsements, or influencer marketing should also review the SEC's January 2026 FAQ updates addressing promoter eligibility and disclosure obligations.
Strengthen marketing recordkeeping and evidence retention
Evaluate whether marketing communications, approvals, and disclosures can be captured, retained, and produced promptly during an examination. Records must be retrievable in their original context — not reconstructed after the fact.
Using checklists to operationalize Marketing Rule compliance
For higher-risk marketing activities such as testimonials, endorsements, and third-party ratings, firms should consider using rule-specific checklists.
A checklist translates dense regulatory requirements into a repeatable, defensible decision-making process. If a firm cannot walk through a checklist and demonstrate that each condition was met, it should think carefully before publishing the content.
Have Marketing Rule questions?
Stay updated on Marketing Rule changes with our FAQ.
What to do next
Compliance risk increasingly stems from execution gaps in digital marketing and communications, not from a lack of regulatory awareness. SEC examiners now expect firms to prove Marketing Rule compliance consistently, across every channel and at scale.
Firms looking to go deeper should examine how marketing communications are captured, supervised, and retained, particularly where third parties or advisor-managed platforms are involved.
Frequently asked questions
The SEC’s 2025 Marketing Rule Risk Alert outlines common compliance deficiencies identified during examinations, with a focus on testimonials, endorsements, third-party ratings, and marketing recordkeeping.
Examiners are closely reviewing influencer marketing, referral arrangements, advisor social media, third-party review sites, and how required disclosures are delivered and retained.
Firms must retain marketing communications, disclosures, approvals, and evidence showing how and when disclosures were delivered — retrievable in their original context during an examination.
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