Testimonials, endorsements and third-party ratings are the SEC's declared Marketing Rule focus for 2026, set out in a Division of Examinations Risk Alert published in December 2025. The alert catalogues the recurring failures examiners keep finding: required disclosures missing entirely, disclosures present but not "clear and prominent", and firms compensating promoters without the written agreements and due diligence the rule requires. The SEC has already fined nine advisers $1.24m in a single sweep over exactly these provisions, so the alert is less a warning than a rerun announcement.
Key facts
- December 2025: SEC Division of Examinations Risk Alert flags recurring deficiencies in testimonials, endorsements and third-party ratings under Marketing Rule 206(4)-1
- The enforcement precedent: a September 2024 sweep charged nine advisers a combined $1,240,000 (penalties $60,000–$325,000) over these provisions
- Core disclosure duty: advertisements must state clearly and prominently whether the person is a client, whether they were compensated, and any material conflicts of interest
- Promoter requirements: written agreements with compensated promoters, plus due diligence on disqualifying events
- January 2026: new SEC FAQs address promoter disqualification, including conditional relief where an SRO order sits within the ten-year lookback
- 2026 exam priorities: confirm continued focus on Marketing Rule fundamentals
What did the SEC's December 2025 Risk Alert say?
The Risk Alert reports what examiners found reviewing advisers' use of testimonials, endorsements and third-party ratings, and the deficiencies cluster in three groups. First, missing disclosures: advertisements that don't say whether the reviewer is a current client, whether they were paid, or whether they have a conflict such as a referral arrangement. Second, buried disclosures: firms that technically included the statements but placed them in links, small print or locations separate from the testimonial itself, which fails the rule's "clear and prominent" standard. Third, missing infrastructure: no written agreements with compensated promoters and no documented due diligence on whether a promoter is disqualified.
The alert's tone matches the SEC's 2026 exam priorities, which emphasise foundational Advisers Act requirements. Firms using reviews and ratings in marketing should expect their next examination to test these provisions specifically.
What does the Marketing Rule require for testimonials and endorsements?
Three things, layered. Disclosure: each testimonial or endorsement must clearly and prominently state whether it comes from a current client or investor, whether it was compensated, and any material conflicts of interest. Oversight: the adviser needs a reasonable basis to believe the testimonial complies, which in practice means reviewing the content before it runs. Agreements: compensated promoters (above a de minimis threshold) require written agreements covering the scope of the promotion, the compensation terms and the disclosure obligations.
Third-party ratings carry parallel duties: due diligence on how the rating was produced, and disclosure of the date, the period covered, whether compensation was involved and who created it.
What are promoter disqualifying events?
The Marketing Rule bars advisers from compensating "ineligible persons" for testimonials or endorsements. A person becomes ineligible through disqualifying events, which include certain regulatory and criminal actions within a ten-year lookback, and state regulatory actions count. That means a firm paying a promoter, whether a client, an affiliate marketer or a finfluencer, needs a documented view of that person's regulatory history before the first payment, and a mechanism for keeping it current.
In January 2026 the SEC's Division of Investment Management issued FAQs softening one edge of this: in defined circumstances, an adviser may compensate a promoter subject to a self-regulatory organisation order within the lookback period, provided conditions such as enhanced disclosures are met. The relief is narrow and conditional. The operational requirement, knowing your promoter's history and being able to prove you checked, doesn't move.
What should wealth platforms do about the 2026 exam focus?
The deficiencies in the Risk Alert are workflow failures more than judgment failures, which makes them fixable in four moves.
First, inventory every testimonial, review, endorsement and rating currently in use: website, app store pages, ads, social, adviser profile pages on referral platforms. The exam looks at what's live, not what the policy says.
Second, fix disclosure placement, not just presence. The alert's sharpest finding is that disclosures buried in links or small print fail even when the words are right. Disclosure belongs with the testimonial, at the same prominence, on every surface it appears.
Third, build the promoter file. Written agreement, disqualification check with a ten-year lookback, compensation terms, renewal dates. If a finfluencer or referral partner promotes the firm for payment, this file is what the examiner asks for.
Fourth, gate it at submission. Testimonial content should enter the approval workflow as a flagged category, the same as performance claims and AI claims, so the disclosure check and the promoter verification happen before publication rather than in remediation.
FAQ
Can RIAs use client testimonials in advertising?
Yes, since the Marketing Rule replaced the old testimonial ban, but each testimonial needs clear and prominent disclosure of client status, compensation and conflicts, plus adviser oversight and, for compensated promoters, written agreements.
What does "clear and prominent" mean for disclosures?
The SEC's position in the December 2025 Risk Alert is that disclosures buried in hyperlinks, small print or separate pages fail the standard. The disclosure must sit with the testimonial at comparable prominence.
What was the biggest SEC enforcement action on testimonials?
The September 2024 sweep: nine advisers, $1,240,000 in combined penalties for testimonials, endorsements or third-party ratings lacking required disclosures.
Do finfluencers count as promoters under the Marketing Rule?
Yes, if compensated to endorse the adviser. That triggers the written agreement, disclosure and disqualification requirements, including the ten-year lookback.
What changed in the January 2026 FAQs?
The SEC clarified narrow, conditional relief allowing compensation to promoters with certain SRO orders in their history, subject to conditions including enhanced disclosures. The underlying due diligence duty is unchanged.
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