ABS Market Update: SEC Expands Confidential Draft Registration Review for ABS Issuers

In a positive development for issuers of asset-backed securities (ABS), the U.S. Securities and Exchange Commission (SEC) announced on September 8, 2026 that its Division of Corporation Finance (DCF) is further expanding existing accommodations for issuers that submit draft registration statements.¹ The SEC will now permit optional nonpublic, confidential review of draft registration statements filed by ABS issuers on Form SF-1 and Form SF-3. Although these nonpublic drafts will need to be publicly filed along with the final submissions, these expanded accommodations will allow registrants the ability to address issues in their registration statements privately, thereby avoiding public filings that might tip off the market or competitors to a pending deal or its terms. Initial Registrations may also have registration statement revisions reviewed in similar fashion and may use extended timetables, though this does not apply to seasoned securitization registrations.

How the SEC’s Division of Corporation Finance Is Expanding Confidential Review for ABS Offerings

On September 8, 2026, the Division of Corporation Finance announced that it will accept draft registration statements on Form SF-1 and Form SF-3 for nonpublic staff review, extending an accommodation that originated with the JOBS Act’s confidential-draft process for emerging growth company IPOs, was broadened to all issuers in 2017, and was most recently expanded to Exchange Act registrations on Forms 10, 20-F and 40-F in 2025. Depositors filing a first-time ABS offering, entering a new asset class, or restarting a lapsed shelf registration can now work through SEC staff comments privately before committing to a public filing timeline, though the underlying disclosure and eventual public filing obligations under Regulation AB remain unchanged.

The scope of nonpublic review under the new accommodation differs depending on the type of registration. The DCF draws a distinction between “Initial Registrations” and other Form SF-1 and Form SF-3 filings.

For “Initial Registrations,” meaning a depositor's first-ever Form SF-1 or Form SF-3, a new Form SF-3 filed without an existing effective shelf, or a new Form SF-1 or Form SF-3 for an asset class for which the depositor is not currently registered, the SEC staff will review the draft and any subsequent revisions on a nonpublic basis. The ABS issuer must confirm that it will publicly file the registration statement and prior drafts at least 15 days before any road show or, absent a road show, at least 15 days before the requested effective date. In line with existing practice, SEC comment letters and responses will then become public no earlier than 20 business days after such effective date.

For other Form SF-1 and Form SF-3 filings, which typically come from depositors with an existing effective shelf registration, nonpublic review is limited to the first draft submission of a registration statement only, and any further comments will still be made publicly. For these filings, the registration statement and prior draft must be publicly filed at least two business days before the requested effective date. In each case, the issuer must ultimately publicly file the same draft reviewed confidentially, and SEC staff comments on that public filing can still affect the effectiveness timetable.

The Division of Corporate Finance has reserved the right to limit or terminate the accommodation based on how it is used. ABS issuers with eligibility questions may contact the SEC staff or seek guidance from Dechert attorneys.

Key Takeaways for ABS Issuers and Securitization Sponsors

The DCF’s new optional draft registration statement review is a welcome extension of SEC programs and an exciting development for both new and active ABS issuers looking to enter the public securitization market. For securitization sponsors, the new procedures may meaningfully reduce execution risk on novel transactions by allowing them to resolve any issues related to their registration statements privately, without disclosing information to the market at large before they are ready.

Dechert is continuing to monitor this item and will provide updates as it develops. Please contact us if you would like to discuss how this proposal may affect existing or contemplated transactions.