On September 26, 2025, the Securities and Exchange Commission published a concept release requesting comments on whether to amend the asset-level disclosure requirements for residential mortgage-backed securities (RMBS) in Item 1125 of Regulation AB. The release solicits comments on whether to revise the definition of “asset-backed security” and/or other definitions in Item 1101 of Regulation AB. Regulation AB II was adopted following the Dodd-Frank Act, and the regulation includes a requirement that ABS issuers disclose asset-level data for all assets underlying registered RMBS as well as for certain other asset classes. This, of course, is just one of many changes brought about by Regulation AB II. All private-label RMBS offerings since June 2013 have been conducted on an exempt basis, with many citing the asset-level disclosure requirement as a root cause for the lack of registered offerings for this asset class. The release notes that there is an active registered market for ABS backed by other assets.
In his remarks on the concept release, Commissioner Uyeda noted that, “[s]ince the adoption of the 2014 amendments to Regulation AB, there has not been a single registered RMBS offering. Rather, RMBS securitizations have been concentrated in offerings from Fannie Mae and Freddie Mac, which are exempt from the Commission’s registration and reporting requirements under the Securities Act and the Securities Exchange Act. All private-label RMBS offerings have been unregistered, with nearly all occurring in the Rule 144A market — despite investment criteria restrictions that limit the amount of Rule 144A ABS that many institutional investors can hold. In 2024, there were over $145 billion in privately offered RMBS offerings. In contrast, there has been an active registered market for ABS backed by other consumer lending arrangements, such as credit cards and automobile-related securitizations. In 2024, nearly 60% of all automobile-related securitizations — totaling approximately $88.6 billion — were registered with the Commission. Similarly, 63.7% of all credit card securitizations, representing $13 billion, were publicly registered. The fact that zero publicly registered RMBS offerings have occurred since the 2014 amendments to Regulation AB strongly suggests that the Commission’s current approach does not work.”
The release seeks comment on factors contributing to the absence of registered RMBS offerings, as well ason alternative approaches to the current disclosure framework. The release notes as well that the Commission is considering alternative methods to provide sensitive asset-level information as well as the use of websites in connection with registered RMBS offerings. In his comments regarding the release, SEC Chair Atkins remarked that, “[a]nother consideration in the development of a public market for RMBS is how to strike the right balance between investors’ need for detailed information about mortgage obligors, including credit scores and income, and privacy concerns raised by public disclosure of that information. In 2014, the Commission proposed an approach of permitting sensitive obligor data to be provided on an issuer-sponsored website, instead of on EDGAR. Based on public feedback at the time, the Commission did not adopt this approach. In light of the passage of time and evolution of industry practice, I support re-visiting the idea of using a website separate from EDGAR to provide investors with access to the sensitive obligor data they need.”
The concept release also discusses the differences between the definition of “asset-backed security” introduced into the Securities Exchange Act through the Dodd-Frank Act and the Regulation AB “asset-backed security” definition and solicits comment regarding potentially harmonizing these definitions. Finally, the release solicits comment on whether other definitions under Item 1101 of Regulation AB should be amended in order to expand issuer and investor access to the registered ABS markets and to facilitate enhanced capital formation, while maintaining investor protection.
Access the release and see the fact sheet. Commissioner Crenshaw issued a statement noting and expressing her concerns.