The opinion
United States Court of Appeals
FOR THE DISTRICT OF COLUMBIA CIRCUIT
Argued May 5, 2026 Decided September 1, 2026
Reissued September 9, 2026
No. 25-1152
JOHN DOE,
PETITIONER
v.
SECURITIES AND EXCHANGE COMMISSION,
RESPONDENT
On Petition for Review of an Order of the
Securities and Exchange Commission
Eric R. Havian argued the cause for petitioner. With him
on the brief was Max Voldman. Christopher McLamb entered
an appearance.
Stephen G. Yoder, Senior Appellate Attorney, U.S.
Securities and Exchange Commission, argued the cause for
respondent. With him on the brief was Tracey A. Hardin,
Solicitor.
Before: HENDERSON, CHILDS and PAN, Circuit Judges.
2
Opinion for the Court filed by Circuit Judge PAN.
Dissenting Opinion filed by Circuit Judge HENDERSON.
PAN, Circuit Judge: John Doe suspected that his former
employer was facilitating a foreign bribery scheme. He shared
that suspicion and some supporting materials with a journalist.
The journalist passed Doe’s information to the Department of
Justice (“DOJ”) and published news articles about the scheme.
A DOJ lawyer told the journalist that Doe should consider
submitting a tip to the Securities and Exchange Commission
(“SEC” or “Commission”), because the Commission pays
awards to whistleblowers who assist it with bringing
enforcement actions. The journalist conveyed that advice to
Doe.
But Doe did not promptly submit his information to the
SEC: He waited over a year before retaining counsel and filing
a “Tip, Complaint, or Referral” form with the Commission. By
then, Doe’s information had lost currency — the SEC had been
investigating his former employer for eight months, and Doe’s
submission did not advance the enforcement action that was
already underway. The Commission therefore denied Doe’s
application for a whistleblower award.
Doe petitions for review, contending that the
Commission’s denial of his whistleblower claim contravenes
the governing statute and its implementing regulations. We
disagree. To qualify for an award, a whistleblower must
provide original information to the SEC, and that information
must be instrumental in a successful enforcement action.
Because Doe’s belated submission did not assist the SEC in its
investigation, he is not entitled to a whistleblower award. We
therefore deny his petition for review.
3
I.
A.
In response to the 2008 financial crisis, Congress enacted
the Dodd-Frank Wall Street Reform and Consumer Protection
Act to “promote the financial stability of the United States by
improving accountability and transparency in the financial
system.” Pub. L. No. 111-203, 124 Stat. 1376, 1376 (2010)
(codified at 12 U.S.C. § 5301 et seq.). Section 922 of the
Dodd-Frank Act focuses on facilitating the SEC’s enforcement
of existing securities laws, including by obtaining “more help
in identifying securities law violations.” S. Rep. No. 111-176,
at 38 (2010). The Dodd-Frank Act thus amended the Securities
Exchange Act of 1934 (“Exchange Act”) to establish a
whistleblower program that provides monetary awards to
individuals who report securities-law violations to the
Commission. Dodd-Frank Act, § 922, 124 Stat. at 1841–49
(codified at 15 U.S.C. § 78u-6).
In creating that whistleblower program, Congress left no
doubt that its “core objective” was “to motivate people who
know of securities law violations to tell the SEC.” Digit. Realty
Tr., Inc. v. Somers, 583 U.S. 149, 162 (2018) (cleaned up)
(emphasis in original) (quoting S. Rep. No. 111-176, at 38).
The statute thus states that a whistleblower may receive an
award only if he “voluntarily provided original information to
the Commission that led to the successful enforcement of the
covered judicial or administrative action, or related action.” 15
U.S.C. § 78u-6(b)(1). “Original information” is information
“derived from the independent knowledge or analysis of a
whistleblower” and “not known to the Commission from any
other source, unless the whistleblower is the original source of
the information.” Id. § 78u-6(a)(3).
4
Congress authorized the Commission to “issue such rules
and regulations as may be necessary or appropriate to
implement” the whistleblower program, “consistent with the
purpose” of the statute. 15 U.S.C. § 78u-6(j). The
Commission’s implementing regulations govern how
whistleblowers must submit information and establish their
eligibility for awards. See 17 C.F.R. §§ 240.21F-1–240.21F-
18. Consistent with the statute, the relevant regulation states
that the Commission will pay awards to whistleblowers who
“(1) [v]oluntarily provide the Commission (2) [w]ith original
information (3) [t]hat leads to the successful enforcement by
the Commission of a Federal court or administrative action
(4) [i]n which the Commission obtains monetary sanctions
totaling more than $1,000,000.” Id. § 240.21F-3(a).
A whistleblower must submit information to the
Commission on an SEC Form TCR (“Tip, Complaint, or
Referral”). 17 C.F.R. § 240.21F-9(a). A whistleblower who
first provides information to the Commission by other means
must still file a TCR within 30 days of initially reporting that
information to the Commission. Id. § 240.21F-9(e). The form
requires the whistleblower to include, among other things, the
facts of the alleged securities violation and a description of any
supporting materials. See Securities Whistleblower Incentives
and Protections, 76 Fed. Reg. 34300, 34340 (June 13, 2011)
(codified at 17 C.F.R. pts. 240, 249) (describing the
information that a whistleblower must provide in a TCR).
The regulations provide several examples of when the
Commission “will consider that [a whistleblower] provided
original information that led to the successful enforcement of a
judicial or administrative action.” 17 C.F.R. § 240.21F-4(c).
Two such examples are relevant here. The first is when the
whistleblower “gave the Commission original information that
was sufficiently specific, credible, and timely to cause the staff
5
to . . . open an investigation . . . or to inquire concerning
different conduct as part of a current examination or
investigation, and the Commission brought a successful
judicial or administrative action based in whole or in part on
conduct that was the subject of” that original information. Id.
§ 240.21F-4(c)(1). The second is when the whistleblower
“gave the Commission original information about conduct that
was already under examination or investigation,” and the
whistleblower’s “submission significantly contributed to the
success of the action.” Id. § 240.21F-4(c)(2). Information may
“significantly contribute[]” to an action when, for example, it
enables the Commission to bring the action in substantially less
time, with fewer resources, or against additional entities. Id.;
see also Order Determining Whistleblower Award Claims,
Exchange Act Release No. 85412, 2019 WL 1353776, at *5
(Mar. 26, 2019) (specifying factors relevant to determining
whether a submission “significantly contributed” to an action).
The regulations also account for circumstances in which a
whistleblower reports information to another government
authority before reporting it to the Commission. If a
whistleblower first reports information to another government
entity and submits the same information to the Commission
within 120 days, the Commission treats the whistleblower as
having provided the information on the date of the earlier
disclosure. 17 C.F.R. § 240.21F-4(b)(7). That “lookback”
provision addresses only the timing of the submission — the
whistleblower still must provide the information directly to the
Commission in order to qualify for an award.
A whistleblower has ample incentive to comply with these
requirements to the letter. His reward for properly tipping off
the Commission can range from between ten and thirty percent
of the monetary sanctions recovered based on his
6
information — by both the Commission and any other agency
that brings a related action. 15 U.S.C. § 78u-6(b).
B.
While working for his former employer, John Doe came to
suspect that the company was facilitating a scheme to bribe
foreign government officials. After leaving the company, Doe
provided information about the suspected scheme to a
journalist. Doe’s motive was to expose the company’s
misconduct and to bring it to the attention of law-enforcement
authorities. The journalist reported the alleged wrongdoing to
the Department of Justice and provided the DOJ with
information that he had obtained from Doe. A DOJ attorney
subsequently advised the journalist that Doe should retain
counsel and submit his information to the SEC through its
whistleblower program. The journalist relayed that
recommendation to Doe.
The journalist later published a series of articles that
publicized the company’s role in the suspected bribery scheme.
Around the same time, the DOJ informed the SEC that it had
opened an investigation of the scheme. After reviewing the
journalist’s articles and learning about the DOJ’s investigation,
the SEC opened its own inquiry, which developed into a formal
investigation. As the SEC’s investigation progressed,
Commission staff reviewed documents supplied by the DOJ
and developed additional evidence through its own
investigative efforts.
Doe eventually retained counsel and provided additional
information directly to the DOJ. He also participated in
meetings with DOJ investigators. He did not, however, give
any information to the SEC until eight months after the
Commission’s investigation had begun — and more than a
year after the DOJ had recommended that he take that step. By
7
the time Doe submitted his TCR to the SEC, the Commission’s
staff had built a case without Doe’s assistance. Doe’s TCR
merely repeated information that the Commission had already
obtained from news articles and the DOJ.
Doe later participated in two days of interviews with the
Commission and the DOJ. The information that Doe provided
during those interviews was “very limited” and “already known
to [Commission] Staff.” Order Determining Whistleblower
Award Claim, Exchange Act Release No. 103177, 2025 WL
1594525, at *5 (June 4, 2025) (“Final Order”). In other words,
neither Doe’s TCR nor his interviews with the Commission
supplied any new information that materially assisted the
SEC’s investigation.
Through its own investigative efforts, the Commission
learned that a third-party company made payments that were
routed through Doe’s former employer to bribe foreign
officials and to secure business with state-owned entities. In a
settlement of the enforcement proceeding, the third-party
company agreed to pay over $1 million in monetary sanctions
to the Commission. The DOJ also reached settlements with
other companies in three related actions arising from the same
scheme.
C.
The Commission subsequently published a Notice of
Covered Action, which announced that the SEC was accepting
applications for whistleblower awards related to the
enforcement actions involving the scheme facilitated by Doe’s
former employer. Doe applied for awards in connection with
both the Commission’s action and the DOJ’s related actions.
He asserted that he was entitled to an award because he was the
original source of the information that led to the enforcement
activity: The journalist had used Doe’s disclosures to break the
8
story about the bribery scheme and to report the alleged
wrongdoing to the DOJ, and the news articles and information
from the DOJ caused the SEC to commence its own
investigation.
The Commission’s Claims Review Staff (“CRS”) issued a
Preliminary Determination recommending the denial of Doe’s
application for a whistleblower award. Relying on a
declaration from the SEC’s enforcement staff, the CRS
concluded that Doe had not “provided original information to
the Commission that led to the successful enforcement” action.
15 U.S.C. § 78u-6(b)(1). Because Doe submitted his TCR
nearly eight months after the investigation had begun, his
information plainly did not cause the staff to open the
investigation. 17 C.F.R. § 240.21F-4(c)(1). And because
Doe’s TCR and interviews yielded only information that the
Commission had already obtained from other sources, that
redundant information did not contribute to the successful
enforcement. Id. § 240.21F-4(c)(2).
The CRS also concluded that Doe could not rely on the
information that he provided to the DOJ. As to the information
that Doe gave directly to the DOJ, he had failed to make the
same disclosures to the Commission within the 120-day
lookback period. 17 C.F.R. § 240.21F-4(b)(7). And although
the information gleaned from his subsequent meetings at the
DOJ did fall within the 120-day period, that information did
not advance the Commission’s investigation. Id. § 240.21F-
4(c)(2). The CRS thus determined that Doe was ineligible for
an award in connection with the SEC enforcement action. And
that determination rendered him ineligible to receive an award
for assisting in the related actions brought by the DOJ. See 15
U.S.C. § 78u-6(a)(5); 17 C.F.R. §§ 240.21F-3(b)(1), 240.21F-
11(a).
9
Doe contested the SEC’s Preliminary Determination. See
17 C.F.R. § 240.21F-10(e) (providing that a claimant “may
contest the Preliminary Determination . . . by submitting a
written response” to the Commission’s Office of the
Whistleblower). He did not dispute that his TCR and
interviews offered no new information that materially
contributed to the existing investigation. Instead, Doe argued
that he qualified for an award because he was the original
source of the information that the Commission obtained by
reviewing the journalist’s news articles and by communicating
with the DOJ.
Doe’s argument principally relied on a 2022 Commission
order that granted an award to a similarly situated claimant.
Order Determining Whistleblower Award Claims, Exchange
Act Release No. 94398, 2022 WL 768309, at *3–4 (Mar. 11,
2022) (“2022 Order”). In that prior case, the Commission
independently discovered a report that the claimant had posted
online and then opened an investigation based on the report
before the claimant submitted information directly to the
agency. Id. at *2. The Commission granted that claimant an
award, reasoning that the claimant was the original source of
the report that prompted SEC staff to act. Id. at *4–5.
According to Doe, that 2022 Order established that a source
whose original information triggers an investigation is eligible
for an award, regardless of when the source submits that
information to the SEC.
While Doe’s request for review was pending, however, the
Commission expressly “disavow[ed]” the reasoning of the
2022 Order on which he relied. Order Determining
Whistleblower Award Claim, Exchange Act Release No.
102987, 2025 WL 1307887, at *8 (May 5, 2025) (“2025
Order”). In the 2025 Order, the Commission observed that
courts had questioned whether the statute authorizes an award
10
when a claimant discovers information that contributes to a
successful enforcement action, even though the claimant’s
submission to the Commission has no effect on its investigation
or resulting enforcement action. See, e.g., Doe (Claimant #2)
v. SEC, No. 22-1652, 2023 WL 3562977, at *3 n.3 (3d Cir.
Mar. 23, 2023) (questioning the grant of an award when the
claimant’s “email [to the SEC] had no ostensible impact on the
investigation,” and the “investigators found the [claimant’s]
Report on their own”); see also Kilgour v. SEC, 942 F.3d 113,
122 (2d Cir. 2019) (“The statute thus seems to require that the
information as provided by the whistleblower must have ‘led to
the successful enforcement action.’” (emphasis in original)
(quoting 15 U.S.C. § 78u-6(b)(1))).
The Commission thus clarified that the original-source and
causation requirements are distinct: “Satisfying the
Commission’s original source rule goes to Congress’s statutory
requirement that a whistleblower submit original information,”
but that fact does not automatically satisfy the “separate led-to
requirement.” 2025 Order at *4. The Commission determined
that a claimant can earn a whistleblower award only if he shows
that (1) he submitted original information to the SEC, and
(2) the submitted information led to a successful enforcement
action. See id. at *8 (emphasizing that “a claimant’s
submission of information to the Commission [must] prove
helpful to the Enforcement staff in the covered action”
(emphasis in original)). Applying that standard, the
Commission denied awards to the claimants before it in the
2025 case because they did not submit information to the
Commission until a year after SEC staff had independently
discovered and used their publicly available reports to open an
investigation. Id. at *2, *8.
The Commission cited the reasoning in the 2025 Order to
deny Doe’s whistleblower claim. Crediting the enforcement
11
staff’s declaration, the Commission determined that Doe’s
submission neither led the SEC to open its investigation of the
bribery scheme, nor otherwise contributed to that successful
enforcement action. Final Order at *4–6. The Commission
rejected Doe’s argument that his status as the original source of
information provided by third parties entitled him to an award.
Id. at *5–8. That argument, the Commission explained,
conflated the original-source and causation requirements. Id.
Whether Doe was the original source of information that the
Commission received through third parties bears on whether
his information was “original.” 15 U.S.C. § 78u-6(a)(3). But
that fact does not establish that the information he later
provided to the Commission “led to” the successful action. Id.
§ 78u-6(b)(1).
Doe’s contrary interpretation, the Commission explained,
would “reduce the statutory requirement that the information
be provided ‘to the Commission’ to a ministerial step, one that
had no independent substantive (causal) connection between
the whistleblower’s information and the success of the
Commission’s action.” Final Order at *6. Such an
interpretation, the Commission said, would undermine
Congress’s objective of encouraging individuals with
knowledge of misconduct to come forward and assist the
Commission in identifying and prosecuting securities-law
violations. Id. The Commission also perceived “no
unfairness” in denying an award to Doe: A person who reports
information to the press before submitting it to the Commission
“should generally bear the risk that the Enforcement staff may
learn that information via other sources” and act on it “before
the staff receives the claimant’s submission itself.” Id. at *9. 1
1
Doe alternatively requested that the Commission exercise its
discretionary authority to excuse his failure to submit his information
within 120 days of the journalist’s report to the DOJ. 17 C.F.R.
12
Doe timely petitioned for judicial review of the Final
Order. We have jurisdiction under 15 U.S.C. § 78u-6(f).
II.
Whistleblower-award determinations “shall be in the
discretion of the Commission.” 15 U.S.C. § 78u-6(f). Under
the Administrative Procedure Act, we must set aside a
determination if it is “arbitrary, capricious, an abuse of
discretion, or otherwise not in accordance with law.” 5 U.S.C.
§ 706(2)(A).
We review questions of statutory interpretation de novo.
Seven Cnty. Infrastructure Coal. v. Eagle Cnty., 605 U.S. 168,
179 (2025). In doing so, we “exercise independent judgment”
to identify the “best” reading. Loper Bright Enters. v.
Raimondo, 603 U.S. 369, 394, 400 (2024). We likewise
independently interpret the governing regulations. Because the
regulations at issue are not “genuinely ambiguous,” we accord
no deference to the Commission’s interpretation of them.
Kisor v. Wilkie, 588 U.S. 558, 573 (2019).
§ 240.21F-4(b)(7); see 15 U.S.C. § 78mm(a)(1) (authorizing the
Commission to exempt a person from any regulation when
“necessary or appropriate in the public interest”). The Commission
declined. The Commission noted that, as an initial matter, the
regulations did not allow Doe to indirectly provide information to the
DOJ through the journalist. See Final Order at *9; see also id. at *9
n.27 (noting that “an independent journalist who has no fiduciary
relationship with the claimant” likely could not qualify as the
claimant’s “representative” authorized to submit information on
claimant’s behalf). Moreover, excusing Doe’s delay would
undermine the SEC’s interest in receiving timely, useful information
directly from the source, and the public interest therefore did not
favor waiving the 120-day deadline. Id. at *8–10. Doe does not
challenge that determination here.
13
III.
Doe challenges the Final Order denying his whistleblower
claim on two grounds. First, he contends that the
Commission’s interpretation of the whistleblower statute is
erroneous because the statute did not require him to submit
original information directly to the SEC that “led to” a
successful enforcement action. Second, he argues that, even if
the Commission’s interpretation of the statute is correct, the
Final Order violates the implementing regulations. We
disagree.
A.
We first address Doe’s claim that the Commission’s
interpretation of the whistleblower statute is erroneous. Doe
argues that he qualifies for an award under the relevant
provision because he was the original source of information
that triggered the Commission’s investigation. As he sees it,
the information that he later directly submitted to the
Commission did not itself need to lead to the successful
enforcement action; instead, his submission served only to
“perfect” his status as a whistleblower and his entitlement to an
award. Pet. Br. 33. The Commission, for its part, argues that
an award is available only when the whistleblower’s
submission to the SEC assists the agency’s enforcement
efforts. Under that reading, Doe did not qualify for an award
because his submission merely repeated information that the
Commission had already obtained and used to develop its case.
The Commission has the better reading of the statute. Its
interpretation is supported by the plain meaning of the statutory
text, as well as by the statute’s context, history, and purpose.
See Hardt v. Reliance Standard Life Ins. Co., 560 U.S. 242, 251
(2010) (“[Courts] must enforce plain and unambiguous
statutory language according to its terms.”); see also Abramski
14
v. United States, 573 U.S. 169, 179 (2014) (explaining that
courts must “interpret the relevant words not in a vacuum, but
with reference to the statutory context, structure, history, and
purpose” (cleaned up)).
“We begin, as in any case of statutory interpretation, with
the language of the statute.” CSX Transp., Inc. v. Ala. Dep’t of
Revenue, 562 U.S. 277, 283 (2011). The statute directs the
Commission to grant an award to a “whistleblower[] who
voluntarily provided original information to the Commission
that led to the successful enforcement” of a covered action. 15
U.S.C. § 78u-6(b)(1). Under the plain meaning of those words,
the Commission must consider the information
“provided . . . to” it and whether that information “led to” a
successful enforcement action. Those words do not authorize
an award based solely on information that the Commission
independently discovered in the media or received from
another agency, even if the claimant was the original source of
that information. Cf. Kilgour, 942 F.3d at 122 (observing that
the statute requires that “the information as provided by the
whistleblower must have ‘led to the successful enforcement
action’” (emphasis in original) (quoting 15 U.S.C. § 78u-
6(b)(1))). In other words, the “SEC whistleblower statute does
not ask who developed the original information that led to a
successful resolution of a covered action” — it “asks who
provided that information to the Commission.” See Johnston
v. SEC, 49 F.4th 569, 578 (D.C. Cir. 2022) (rejecting the
claimant’s argument that his colleague was ineligible because
the claimant alone discovered the information that the two
jointly provided to the SEC).
The broader statutory structure confirms Congress’s intent
to reward only whistleblowers whose submissions actually
assist the Commission. First, a person does not even become a
“whistleblower” under the statute until he provides his
15
information to the SEC. See 15 U.S.C. § 78u-6(a)(6) (defining
a “whistleblower” as one “who provides . . . information
relating to a violation of the securities laws to the
Commission”). Moreover, in determining the amount of an
award, the Commission considers “the significance of the
information provided by the whistleblower to the success of
the . . . action” and “the degree of assistance provided by the
whistleblower.” Id. § 78u-6(c)(1)(B)(i)(I), (II). Those
provisions assume that awards are available only to persons
who provide information “to the Commission” that “assist[s]”
the enforcement efforts or is “significan[t]” in the success of
the action. Id. §§ 78u-6(a)(6), 78u-6(c)(1)(B)(i)(I), (II).
The whistleblower statute’s stated purpose points in the
same direction. The “core objective of Dodd-Frank’s robust
whistleblower program” is “to motivate people who know of
securities law violations to tell the SEC,” and thus to “assist the
Government in identifying and prosecuting persons who have
violated securities laws.” Digit. Realty Tr., 583 U.S. at 162
(cleaned up) (emphasis in original) (quoting S. Rep. No. 111-
176, at 38, 110). A whistleblower fulfills that objective only
by giving the Commission information that the agency can use
to identify and prosecute securities-law violations. A
whistleblower who sits on information and submits it only
when it is no longer useful provides no assistance at all. In
sum, Congress did not create a program that broadly rewards
people who expose wrongdoing. It created a program
specifically designed to incentivize reports of violations to the
SEC, thus enabling the Commission to enforce the securities
laws more effectively.
Under the proper reading of the statute espoused by the
Commission, Doe did not qualify for a whistleblower award.
As relevant here, Doe provided information on three occasions:
first to a journalist, then to the DOJ, and finally — over a year
16
after his initial disclosures — to the Commission. The first two
disclosures involved original information, but the information
was not “provided . . . to the Commission.” 15 U.S.C. § 78u-
6(b)(1). The third disclosure was made “to the Commission,”
but it did not “[lead] to” a successful enforcement action
because the information added nothing to what the SEC already
knew about the bribery scheme. Id. Thus, in all of Doe’s
interactions with the journalist and two government agencies,
he never satisfied both statutory requirements
simultaneously — he never “provided” information “to the
Commission” that “led to” a successful enforcement action.
Doe’s contrary arguments are unpersuasive. First, he
contends that the Commission’s interpretation renders part of
the statute’s original-source provision superfluous. An original
source, he observes, may be someone whose information
initially reaches the Commission through an intermediary. See
15 U.S.C. § 78u-6(a)(3) (providing that information may
remain “original” when it “is not known to the Commission
from any other source, unless the whistleblower is the original
source of the information”). Doe argues that requiring a
whistleblower to make a direct submission to the Commission
is inconsistent with the statute’s recognition that information
may be “original” if it is “from [another] source” but the
“whistleblower is the original source.” Id.
That argument fails because it conflates the statute’s two
distinct requirements: The information must be “original,” and
it must “[lead] to” a successful enforcement action. The cited
provision allows a claimant like Doe to establish that his
information is “original” even if the Commission first receives
it from a third party. But the original-source provision says
nothing about the causation requirement, which separately asks
whether the original information “led to” a successful
enforcement action. Here, for example, if the SEC had relied
17
on the information in the journalist’s articles to secure a
settlement related to the bribery scheme, and Doe later
submitted to the Commission the same information that he had
provided to the journalist, Doe’s information would be
considered “original.” He would not be entitled to an award,
however, if he waited to give that information to the SEC until
after it had become old news that did not contribute to further
investigative efforts — under those circumstances, the
information would not have “led to” the successful
enforcement.
Doe next contends that we should look to the False Claims
Act (“FCA”) in interpreting the Exchange Act’s whistleblower
provisions because Congress used the FCA as a model. 31
U.S.C. § 3730 (1986) (amended 2010); see Pet. Br. 16 (citing
the FCA pre-2010 amendment). 2 According to Doe, the
“Dodd-Frank Act uses materially identical wording” borrowed
from the FCA to establish the whistleblower statute’s “‘led to’
provision.” Pet. Br. 16. That statement misreads the FCA.
Before its 2010 amendment, the FCA defined “original source”
as someone who had “direct and independent knowledge of the
information” and had “voluntarily provided the information to
the Government before filing an action . . . based on the
2
The government argues that Doe forfeited this argument by
failing to raise it before the Commission. Doe responds that he did
not make this argument because the Commission had endorsed his
reading of the statute in the 2022 Order, and then changed its
interpretation in the 2025 Order, which was issued while Doe’s
reconsideration request was pending. Due to the timing of the
issuance of the 2025 Order, Doe had no occasion to make this
argument before the agency, and he therefore has not forfeited it. See
Doe v. SEC, 28 F.4th 1306, 1316 (D.C. Cir. 2022) (per curiam)
(petitioners do not necessarily “forfeit” an argument not raised
before the SEC if they “offer [a] reasonable explanation for failing
to do so”).
18
information.” 31 U.S.C. § 3730(e)(4)(B). But unlike the SEC
whistleblower statute, the FCA does not contain any language
that requires a relator’s information to “lead to” a successful
qui tam action. And none of the pre-2010 FCA cases cited by
Doe stands for the proposition that the FCA allowed a relator
to indirectly provide information to the government through
third parties. See Pet. Br. 17 (collecting cases). Those cases
instead addressed a separate question of whether a relator was
barred from bringing a qui tam action because he played no role
in the public disclosure of the underlying fraud. See Wang v.
FMC Corp., 975 F.2d 1412, 1418 (9th Cir. 1992) (considering
whether section 3730(e)(4)(A) “requires a qui tam plaintiff to
have played some part in his allegation’s original public
disclosure”), overruled on other grounds by United States ex
rel. Hartpence v. Kinetic Concepts, Inc., 792 F.3d 1121 (9th
Cir. 2015); United States ex rel. Dick v. Long Island Lighting
Co., 912 F.2d 13, 16 (2d Cir. 1990). The FCA therefore sheds
no light on interpreting the Exchange Act’s directive that an
SEC whistleblower must provide original information to the
Commission that “[leads] to the successful enforcement” of a
covered action. 15 U.S.C. § 78u-6(b)(1).
Alternatively, Doe relies on other agencies’ interpretations
governing their respective whistleblower programs. See Pet.
Br. 29–31 (citing an award granted by the Commodity Futures
Trading Commission, where the whistleblower submitted
information after the start of the agency’s investigation); see
also Reply Br. 9–10 (citing National Highway Transportation
Safety Administration’s explanation that a whistleblower may
receive an award by initially providing information through a
third party and subsequently filing his submission). Those
examples carry little or no weight because they involve agency
interpretations of distinct statutory frameworks. Here, we must
“exercise independent judgment” to determine the “best”
19
reading of the statute before us — the SEC whistleblower
statute. Loper Bright, 603 U.S. at 394, 400.
Doe’s final argument fares no better. He contends that the
Commission’s concern about delayed reporting is inconsistent
with the statute’s provision that allows whistleblowers to report
information anonymously. See 15 U.S.C. § 78u-6(d)(2). Doe
maintains that the statute should guarantee an award where, as
here, the Commission receives a whistleblower’s information
through an intermediary and later learns the whistleblower’s
identity when he submits a TCR. But even assuming that an
anonymous whistleblower who submits information to the SEC
through an intermediary is entitled to an award, that is not what
happened here. Doe’s contention that he used the journalist
and the DOJ as intermediaries to convey information to the
SEC is belied by the fact that the journalist told Doe that a DOJ
lawyer had suggested that Doe provide his information to the
SEC directly. By giving Doe that advice, both the journalist
and the DOJ attorney demonstrated that they had no intention
of submitting that information to the SEC on Doe’s behalf as
his “intermediaries.” Indeed, the journalist never provided
information directly to the Commission at all, and Doe never
asked the DOJ to inform the SEC about the bribery scheme.
In sum, we adopt the most straightforward interpretation
of the statutory language, which reflects the plain meaning of
its words and is most consistent with the statute’s structure and
purpose: A whistleblower must both “voluntarily provide[]
original information to the Commission” and show that the
information “led to the successful enforcement” of a covered
action. 15 U.S.C. § 78u-6(b)(1) (emphases added). Doe is not
entitled to an award because he stumbles on the second
requirement: He waited over a year to submit his TCR to the
SEC, and by then, his information did not assist the
20
Commission’s enforcement staff and therefore did not “[lead]
to” the successful action.
B.
Doe alternatively claims that the Final Order violated the
Commission’s regulations. He asserts that the regulations
entitle him to an award because he was the original source of
the information that spurred the Commission’s investigation,
even though his subsequent TCR and interviews did not assist
the Commission in prosecuting the enforcement action. The
regulations do not support that theory. Like the governing
statute, the regulations require a whistleblower to submit
original information to the Commission that either causes the
staff to open an investigation or significantly contributes to an
investigation already underway. Because Doe’s submission
failed to do either of those things, the Commission correctly
rejected Doe’s claim.
As relevant here, the regulations enumerate two ways to
satisfy the statutory “led to” requirement. See 17 C.F.R.
§ 240.21F-4(c). Both require a whistleblower to submit
information to the SEC and then show that the submission
facilitated the Commission’s enforcement
activities: Subsection (c)(1) states that the Commission “will
consider that [a whistleblower] provided original information
that led to the successful enforcement of a judicial or
administrative action” if the whistleblower “gave the
Commission original information that was sufficiently specific,
credible, and timely to cause the staff to . . . open an
investigation . . . or to inquire concerning different conduct as
part of a current examination or investigation.” Id. § 240.21F-
4(c)(1) (emphases added). Meanwhile, subsection (c)(2) states
that the statutory “led to” requirement is met where the
whistleblower “gave the Commission original information
21
about conduct that was already under examination or
investigation,” and his “submission significantly contributed to
the success of the action.” Id. § 240.21F-4(c)(2) (emphases
added).
Doe’s submissions satisfied neither provision. The
Commission determined — and Doe does not dispute — that
his TCR did not “cause the staff to . . . open an investigation”
or “to inquire concerning different conduct.” 17 C.F.R.
§ 240.21F-4(c)(1). Nor did his submission “significantly
contribute[] to the success of the action,” id. § 240.21F-4(c)(2),
by enabling the Commission to prosecute the case in
substantially less time or with fewer resources. See Order
Determining Whistleblower Award Claims, 2019 WL
1353776, at *5 (listing factors relevant to determining whether
a submission “significantly contributed” to an action). At
bottom, Doe’s submission was simply too late — by the time
Doe provided his information to the SEC, the enforcement staff
had already obtained the same information from another source
and had acted on it. The staff therefore did not rely on Doe’s
submissions in developing or completing the enforcement
action.
Doe offers no persuasive response. He argues
unconvincingly that the Commission’s interpretation
effectively forecloses an award whenever a whistleblower first
reports information to another government agency. That
assertion is undercut by the 120-day lookback provision.
Under the lookback provision, a whistleblower who discloses
information to another agency and provides the same
information to the Commission within 120 days is treated as
having provided it to the Commission on the date of the earlier
report. 17 C.F.R. § 240.21F-4(b)(7); see also 76 Fed. Reg. at
34322 (explaining that a person who “reports to the
Commission” within the lookback period “could be an eligible
22
whistleblower whose submission is measured as if it had been
made at the earlier internal reporting date”). Thus, a
whistleblower may still qualify for an award if his information
causes another agency to make a referral to the Commission,
so long as he submits the same information to the SEC within
120 days of his initial report to the other agency. As the
Commission has explained, the 120-day deadline ensures “the
submission of information to the Commission in a timely
manner.” Order Determining Whistleblower Award Claim,
Exchange Act Release No. 102232, 2025 WL 270458, at *6
n.21 (Jan. 17, 2025). 3
Doe’s interpretation would contravene the purpose of the
120-day lookback provision and render it superfluous. In his
view, if a whistleblower gives information to another agency,
which then makes a referral to the Commission that spurs a
successful enforcement action, the Commission must grant an
award to the whistleblower whenever he gets around to
submitting his information to the SEC — even if he does so
after the 120-day period has lapsed. That interpretation
undermines the Commission’s “strong law enforcement
3
At oral argument, Doe’s counsel suggested that the 120-day
lookback provision applies only to resolve competing whistleblower-
award applications, not to determine whether a single claimant
satisfies the eligibility requirements for an award. See Oral Arg. Tr.
9:21–22 (Doe’s counsel stating that “if there are [not] multiple
whistleblowers, then the provision doesn’t matter”). That is
incorrect. See Order Determining Whistleblower Award Claim,
Release No. 82996, 2018 WL 1693006 (Apr. 5, 2018) (granting an
award where the whistleblower reported to the SEC within 120 days
of his initial report to another agency, although the SEC had opened
its investigation); see also Order Determining Whistleblower Award
Claim, 2025 WL 270458, at *6 n.21 (rejecting the argument that the
lookback provision serves only to preserve a claimant’s “place in
line” for an award among competing claimants).
23
interest in receiving high quality information about misconduct
quickly.” 76 Fed. Reg. at 34323. It also effectively deletes the
lookback provision from the regulations. We thus decline to
read the regulations to reward dilatory whistleblowers who
wait beyond the 120-day grace period to report actionable
information that is already in the hands of another agency.
Because Doe’s submission to the SEC was untimely, he was
not entitled to benefit from the lookback provision; and viewed
prospectively, the information that he “gave [to] the
Commission” did not “significantly contribute[]” to the
investigation or lead to new avenues of inquiry. 17 C.F.R.
§ 240.21F-4(c)(1), (c)(2). The denial of Doe’s application
therefore comported with the regulations.
C.
We respectfully disagree with the analysis of our
dissenting colleague. Our colleague argues that Doe is entitled
to a whistleblower award because he “voluntarily provided
original information” to the Commission, and that information,
in some broader sense, “led to the successful enforcement of
[a] covered . . . action.” Dissent at 1 (alterations in original)
(quoting 15 U.S.C. § 78u-6(b)(1)). To our colleague, it does
not matter that the information that Doe submitted “to the
Commission” in the TCR did not “lead to” the successful
enforcement action. In her view, it is sufficient that Doe was
the original source of similar information that the SEC received
from others, because that information “led to” the successful
action. Although it is a colorable interpretation — and indeed
previously was adopted by the Commission — that is not the
best reading of the statute. Our colleague’s interpretation relies
on an unnatural construction of the statutory text and overlooks
the purpose of the whistleblower provision. And because “the
SEC’s regulations largely mirror the statutory scheme,”
24
Dissent at 15, our colleague’s misreading of the statute extends
to her analysis of the regulations.
Recall that the operative statute states that the Commission
shall pay an award to a “whistleblower” who “voluntarily
provided original information to the Commission that led to the
successful enforcement of the covered judicial or
administrative action, or related action.” 15 U.S.C. § 78u-
6(b)(1). The “led to” clause imposes a causation requirement:
The information provided by the whistleblower “to the
Commission” must cause or “lead to” the “successful
enforcement” of a covered action. In this case, John Doe’s
TCR (which contained the information that he “provided . . . to
the Commission”) did nothing to cause or “lead to” the
successful enforcement because he submitted it too late, and it
therefore was duplicative of information that the Commission
already had. Our colleague posits that because Doe was the
source of similar original information that did cause or “lead
to” the successful enforcement, he qualifies for an award. But
the statute does not say that “the source of original information
. . . that led to the successful enforcement” is entitled to an
award. It focuses on the “information” that was “provided . . .
to the Commission” and whether that information “led to” the
successful enforcement.
Our colleague’s reading breaks the temporal connection
implied by the words “led to.” For an action to “lead to” a
particular consequence, the action must happen before the
consequence. To Lead To, 8 Oxford English Dictionary 746
(2d ed. 1989) (“[T]o have as a result or consequence.”). But
under our colleague’s approach, Doe could submit information
after the covered action was already opened or after a lead
based on the information was already pursued, and still get
credit for “causing” those consequences. That plainly is not the
most natural reading of the words “led to.”
25
Consider the following example: A girl named Dorothy
posts a flyer offering a $500 reward for information that “leads
to” the return of her lost dog, Toto. Her neighbor sees the flyer,
recognizes the dog, and brings Toto home. Two days later,
Dorothy’s cousin — who knew where the dog was the whole
time and in fact told the neighbor where it was — informs
Dorothy where she could have found her lost dog when it was
missing. No one would say that the cousin has earned the
reward: The information that the cousin provided did not “lead
to” Dorothy finding Toto. For the same reason, the information
that John Doe “provided . . . to the Commission” in his TCR
— after the investigation was already open and after the
Commission had already made investigative use of that same
information — did not “lead to” the successful enforcement
action.
Our more natural reading of “led to” is buttressed by the
definition of “whistleblower” under the statute: A
“whistleblower” is defined as one “who
provides . . . information relating to a violation of the securities
laws to the Commission.” 15 U.S.C. § 78u-6(a)(6). Only
“whistleblowers” are entitled to awards. 15 U.S.C. § 78u-
6(b)(1). But our colleague would reward Doe for information
that the Commission obtained from news articles and the DOJ
long before Doe ever even became a “whistleblower” — he did
not achieve that status until he submitted his TCR to the SEC
eight months later.
Our colleague avoids the plain meaning of the statute by
overlooking the inconvenient words, “to the Commission.”
Our colleague repeatedly stresses that Doe’s “original
information” “led to” the successful enforcement. See, e.g.,
Dissent at 2 (“[A] whistleblower satisfies the causation
requirement when his ‘original information’ is what ‘led to the
successful enforcement of the covered . . . action.’”); id. at 3
26
(“‘[O]riginal information’ is all that must have ‘led to’ a
successful enforcement action . . . .”); id. at 4 (“[The] causation
requirement [is] tethered only to a whistleblower’s original
information.”). In so doing, she does not grapple with the
actual statutory language: The statute rewards a whistleblower
who “voluntarily provided original information to the
Commission that led to the successful enforcement” of a
covered action. 15 U.S.C. § 78u-6(b)(1) (emphasis added).
The “original information” repeatedly referenced by our
colleague, which indeed “led to” a successful enforcement
action, was not provided “to the Commission” — it was
provided to a journalist. See Dissent at 3 (agreeing that Doe
shared his information “with a journalist,” who shared it “with
the Department of Justice,” and that the SEC opened an inquiry
when it “learned of the information from the DOJ and the
journalist’s articles”). Our colleague errs in arguing that Doe
is eligible for an award based on information that he gave to a
journalist: The statute clearly states that only information that
he “provided . . . to the Commission” can qualify him for an
award.
Our colleague’s failure to acknowledge that the statute
specifies that the information must be “provided . . . to the
Commission” also leads her to mistakenly assert that the statute
“does not require a whistleblower’s submission of original
information to the Commission to lead to a successful
enforcement action.” Dissent at 4 (emphasis in original); see
also id. at 1 (“[I]n my reading, neither statute nor regulation
requires a whistleblower’s submission of information to lead to
a successful enforcement action.”). In fact, “provided . . . to
the Commission” is virtually synonymous with “submitted to”
the Commission. Compare Provide, 12 Oxford English
Dictionary 713 (2d ed. 1989) (“To furnish or supply (a person,
etc.) with something.”), with Submit, Merriam-Webster’s
Collegiate Dictionary 1173 (10th ed. 1994) (“[T]o present or
27
propose to another for review, consideration, or decision . . .
[or] to deliver formally . . . .”). The point here is that the
information that forms the basis of an award must be
“provided” to the Commission — and what is “provided,”
“submitted,” “furnished,” “supplied,” or “presented” to the
Commission is precisely what must “lead to” the successful
enforcement action. 4
At bottom, our colleague’s analysis appears to rest on a
misunderstanding of the statute that Congress enacted. See
Dissent at 7. As the Supreme Court has emphasized, the “core
objective of Dodd-Frank’s robust whistleblower program” is
“to motivate people who know of securities law violations to
tell the SEC,” and thus to “assist the Government in identifying
and prosecuting persons who have violated securities laws.”
Digit. Realty Tr., 583 U.S. at 162 (cleaned up) (emphasis in
original) (quoting S. Rep. No. 111-176, at 38, 110). In other
words, the whole purpose of the statute is to provide monetary
incentives for whistleblowers to come forward with their
information and give it to the SEC, so that the Commission can
use the information to enforce the securities laws. Although all
whistleblowers, by definition, expose wrongdoing, and that is
a “valuable role” to play in society writ large, see Dissent at 7,
the statute we are interpreting rewards only a particular kind of
whistleblower: an SEC whistleblower.
4
Our colleague also takes issue with our use of the word
“simultaneously” to describe a whistleblower’s obligation to meet
both requirements for an award — i.e., he must voluntarily provide
“original information” to the Commission and must show that it “led
to” a successful enforcement action. See Dissent at 6–7. A
whistleblower makes those showings at the time that he applies for
an award. Contrary to the dissent’s suggestion, we do not assert that
a whistleblower must show that the information led to a successful
action at the time that he first submits his TCR. See Dissent at 6.
28
Here, John Doe was motivated to reveal the misconduct of
his former employer without even knowing about the incentive
program established by the SEC whistleblower statute. He thus
gave his information to a journalist, with the intention that it
would eventually make its way to law-enforcement authorities.
Although his actions were laudable, he is not the kind of
whistleblower that Congress intended to reward. It is only by
happenstance that the SEC first learned about the foreign
bribery scheme from news articles and from the DOJ — Doe
did not promptly bring that information directly to the
Commission, as the whistleblower statute contemplates. Thus,
rewarding Doe for actions that he took without any regard to
assisting the SEC would merely confer a windfall on him that
the statute does not support. Finally, we note that in this case,
the whistleblower has only himself to blame for missing out on
an award: Doe learned about the SEC whistleblower program
soon after his information was channeled to the DOJ, but he
failed to promptly make his disclosures to the Commission.
Had he done so, he surely would have received an award under
the terms of the statute and there would have been no need for
this appeal.
* * *
The Commission correctly applied the governing statute
and regulations to deny John Doe’s application for a
whistleblower award. Because the original information that
Doe submitted “to the Commission” had not “led to” a
successful enforcement action, the Commission properly
denied his claim. 15 U.S.C. § 78u-6(b)(1); 17 C.F.R.
§ 240.21F-4(c). We therefore deny Doe’s petition for review.
So ordered.
KAREN LECRAFT HENDERSON, Circuit Judge, dissenting:
John Doe “voluntarily provided original information to the”
Securities and Exchange “Commission.” 15 U.S.C.
§ 78u-6(b)(1). And that information “led to the successful
enforcement of [a] covered . . . action.” Id. Accordingly,
Section 21F(b)(1) of the Securities Exchange Act makes Doe
eligible for “an award.” Id. Doe also “gave the Commission
original information that was sufficiently specific, credible,
and timely to cause the [Commission’s] staff to . . . open an
investigation” and “the Commission brought a successful
. . . action based . . . on conduct that was the subject of [Doe’s]
original information.” 17 C.F.R. § 240.21F-4(c)(1). Doe is thus
eligible for an award under this SEC rule as well. See id.
The majority disagrees on both fronts, reasoning that
Doe’s “submission” of information “did not assist the SEC.”
Maj. Op. at 2 (emphasis added). But, in my reading, neither
statute nor regulation requires a whistleblower’s submission of
information to lead to a successful enforcement action.
Because the majority upholds the SEC’s denial of an award to
which Doe is entitled under both statute and regulation, I
respectfully dissent.
I. Statute
This case presents a straightforward statutory construction
question: What must have “led to” a successful enforcement
action in order for a whistleblower to be eligible for an award?
15 U.S.C. § 78u-6(b)(1). Although the question is
straightforward, its answer requires a bit of grammatical and
syntactic analysis. The key is the word “that,” id., “a relative
pronoun used to introduce a restrictive (or defining) relative
clause, which serves to identify the entity being talked about,”
Lee v. U.S. Bank Nat’l Ass’n, 102 F.4th 1177, 1190 (11th Cir.
2
2024) (Pryor, W., C.J., dissenting) (citation modified). 1 Here,
“that” connects the restrictive relative clause “led to the
successful enforcement of the covered . . . action” with
“original information.” 15 U.S.C. § 78u-6(b)(1). Thus, a
whistleblower satisfies the causation requirement when his
“original information” is what “led to the successful
enforcement of the covered . . . action.” Id.
A relative pronoun is best read as referring “to the nearest
reasonable antecedent.” Antonin Scalia & Bryan A. Garner,
Reading Law: The Interpretation of Legal Texts 144 (2012);
accord Barnhart v. Thomas, 540 U.S. 20, 26–28 (2003). And
in Section 21F(b)(1), “original information” is the nearest
reasonable antecedent to “that.” 15 U.S.C. § 78u-6(b)(1).
Granted, the last-antecedent canon is not ironclad. See
Barnhart, 540 U.S. at 26. 2 But the “basic rules of grammar”
that govern statutory interpretation confirm its application here.
HUD v. Rucker, 535 U.S. 125, 131 (2002). The relative clause
connected to “that,” 15 U.S.C. § 78u-6(b)(1), “restricts and,
therefore, modifies, the preceding noun,” In re Connors, 497
F.3d 314, 319 (3d Cir. 2007). “[V]oluntarily provided” is not a
noun. 15 U.S.C. § 78u-6(b)(1). “[T]hat,” then, cannot refer to
“voluntarily provided.” Id.
1
See United States v. McIntosh, 833 F.3d 1163, 1177 (9th Cir.
2016); United States v. Blankenship, 846 F.3d 663, 678 (4th Cir.
2017).
2
The last-antecedent canon is, however, “quite sensible as a
matter of grammar.” Nobelman v. Am. Sav. Bank, 508 U.S. 324, 330
(1993); accord United States v. McGoff, 831 F.2d 1071, 1100 (D.C.
Cir. 1987) (Bork, J., dissenting); United States v. Pritchett, 470 F.2d
455, 459 & n.9 (D.C. Cir. 1972); United States ex rel. Santarelli v.
Hughes, 116 F.2d 613, 616 (3d Cir. 1940).
3
Having concluded that “original information” is all that
must have “led to” a successful enforcement action, the role of
“voluntarily provided” becomes clear. Id. A whistleblower
must have “voluntarily provided original information” to the
SEC. Id. This is a prerequisite for a whistleblower to obtain an
award. But it is independent of the causation requirement
imposed by the words “led to,” which applies only to the
whistleblower’s “original information.” Id. Said differently, as
the Congress put it, a whistleblower is eligible for an award if
1) he “voluntarily provided original information to the” SEC,
and 2) that same information “led to” a successful enforcement
action. Id.
Applying the facts of this case to Section 21F(b)(1), I
believe Doe is plainly eligible to receive an award. Doe
believed his former employer was facilitating a foreign bribery
scheme. In 2015 he shared the information that made him
believe this with a journalist. The journalist shared the
information with the Department of Justice. The SEC opened
an inquiry and investigation when it learned of the information
from the DOJ and the journalist’s articles. Doe satisfied the
“voluntarily provided” requirement when he submitted a
detailed TCR form to the SEC in 2016 and met with the
Commission at its Washington, D.C. headquarters the
following year. 15 U.S.C. § 78u-6(b)(1). He satisfied the “led
to” requirement when the SEC reached a seven-figure
settlement with a company that had used Doe’s former
employer as a conduit to commit bribery. Id. The fact that the
SEC had begun investigating the company before Doe
submitted the TCR form and met with the Commission (having
“already heard [Doe’s original] information from someone
else,” Meisel v. SEC, 97 F.4th 755, 765 (11th Cir. 2024)) does
not change the fact that Doe’s “original information . . . led to
the successful enforcement of” a covered action, 15 U.S.C.
4
§ 78u-6(b)(1), and this does not negate Doe’s whistleblower
role.
In my view, the majority’s conclusion that Doe is
ineligible to receive an award stems from four errors. First, the
majority disregards and indeed nullifies the Congress’s choice
to impose a causation requirement tethered only to a
whistleblower’s original information. It insists that Doe is not
eligible for an award because his “submission” of original
information did not lead to a successful enforcement action.
Maj. Op. at 2 (emphasis added); see id. at 13–20. But Section
21F(b)(1) does not require a whistleblower’s submission of
original information to the Commission to lead to a successful
enforcement action. It requires only that the “original
information” itself lead to a successful enforcement action. 15
U.S.C. § 78u-6(b)(1). Indeed, “submission” appears nowhere
in Section 21F(b)(1). This Court of course has no authority to
“add[] words that are not in the statute that the legislature
enacted,” Pub. Citizen, Inc. v. Rubber Mfrs. Ass’n, 533 F.3d
810, 816–17 (D.C. Cir. 2008), or otherwise “redline Congress’s
carefully chosen words,” United States v. Mahaffey, 983 F.3d
238, 244 (6th Cir. 2020).
The majority’s insistence that a whistleblower’s
submission must lead to a successful enforcement action might
be understandable if “information” and “submission” were
synonymous. Obviously, they are not. Information is
“[k]nowledge of a specific event or situation.” Information,
American Heritage College Dictionary 712 (4th ed. 2007). And
to submit is to “[t]o commit (something) to the consideration
or judgment of another.” Submit, American Heritage College
Dictionary 1375 (4th ed. 2007). 3 So it is the whistleblower’s
3
The majority’s contention that “‘provided . . . to the
Commission’ is virtually synonymous with ‘submitted to’ the
Commission” misses the mark. Maj. Op. at 26. To be correct, my
5
information pertaining to a violation of the securities laws—
not his presentation of that knowledge, or the act of presenting
it, to the SEC—that must lead to a successful enforcement
action. 4 In sum, the Congress made a legislative choice to
require only that a whistleblower’s “original information
. . . led to” a successful enforcement action. 15 U.S.C.
§ 78u-6(b)(1). The majority’s decision to impose a more
demanding causation requirement rests on language the
Congress never used.
colleagues’ reading requires “who . . . provided . . . to the
Commission” to be synonymous with “whose submission to the
Commission.” It is not. The majority mistakenly merges the
“voluntarily provided” and “led to” requirements that Doe
independently satisfied into a single heightened requirement the
Congress never enacted. 15 U.S.C. § 78u-6(b)(1).
4
Indeed, Section 21F is littered with submission-focused
language. For example, a whistleblower is ineligible to receive an
award if his “submission would be contrary to” certain specified
statutory requirements. 15 U.S.C. § 78u-6(c)(2)(C) (emphasis
added). Also ineligible is a whistleblower who either worked for a
specified government agency when he “acquired the original
information submitted to the Commission,” id. § 78u-6(c)(2)(A)
(emphasis added), or “fail[ed] to submit information to the
Commission” in accordance with prescribed rules, id.
§ 78u-6(c)(2)(D) (emphasis added). Moreover, a whistleblower who
“anonymously submits” information to the SEC must be represented
by counsel to be eligible for an award. Id. § 78u-6(d)(2)(A)
(emphasis added). The fact that the Congress used
submission-focused language throughout Section 21F but opted for
information-focused language in Section 21F(b)(1) plainly signals
that “different meanings were intended.” Roberts v. Sea-Land Servs.,
Inc., 566 U.S. 93, 102 n.5 (2012) (citation modified).
6
Second, the majority contends that Doe is not entitled to
an award because “he never satisfied both statutory
requirements simultaneously.” Maj. Op. at 16. But nothing in
Section 21F(b)(1) provides support for a simultaneity
requirement. 5 Recall that Section 21F(b)(1) requires the SEC
to “pay an award or awards to 1 or more whistleblowers who
voluntarily provided original information to the Commission
that led to the successful enforcement of the covered judicial or
administrative action, or related action.” 15 U.S.C.
§ 78u-6(b)(1). This text, with no language that even resembles
a simultaneity requirement, is itself dispositive. But there is a
second reason that Section 21F(b)(1) does not contain a
simultaneity requirement: Few if any whistleblowers could
satisfy such a requirement. A whistleblower satisfies the
“voluntarily provided” requirement the moment he
“voluntarily provide[s] original information to the” SEC. Id.
But an enforcement action is not successful until it concludes
or, at the very least, commences and yields some success. So a
whistleblower who submits a tip that causes the SEC to
5
Similarly atextual is the majority’s suggestion that original
“information as provided by the whistleblower must have led to the
successful enforcement action.” Maj. Op. at 14 (quoting Kilgour v.
SEC, 942 F.3d 113, 122 (2d Cir. 2019)). At the outset, the Second
Circuit in Kilgour failed to grapple with the grammatical
impossibility (discussed above) of reading “that” to refer to
“voluntarily provided.” 15 U.S.C. § 78u-6(b)(1); see Connors, 497
F.3d at 319. In any event, the Second Circuit did not determine the
best meaning of Section 21F(b)(1) but instead deferred to the SEC
under the now-defunct Chevron doctrine. Kilgour, 942 F.3d at 122.
So Kilgour sheds little light on Section 21F(b)(1)’s “single, best
meaning.” Loper Bright Enters. v. Raimondo, 603 U.S. 369, 400
(2024).
7
commence an investigation or enforcement proceeding could
not ordinarily satisfy the majority’s simultaneity requirement. 6
Third, the majority diminishes the valuable role Doe and
similarly situated original-source whistleblowers play in
exposing violations of securities laws. As the majority tells it,
a whistleblower like Doe “who sits on information and submits
it only when it is no longer useful provides no assistance” to
the SEC “at all.” Maj. Op. at 15. But, here, the facts illustrate
that this conclusion is wrong if the whistleblower is the original
source of the information. The SEC learned of the foreign
bribery scheme giving rise to Doe’s claim through a journalist
and the Department of Justice. Justice learned of the
information from the journalist. And the journalist learned of it
from Doe. If Doe had kept what he knew to himself, the SEC
likely would not have learned of the scheme until a later time,
if ever.
Unlike the majority, the Congress recognized that a
whistleblower who first provides his original information to
6
In response to this dissent, the majority recasts its simultaneity
requirement as requiring a whistleblower to show “at the time that he
applies for an award” that he has already satisfied the “voluntarily
provide[d]” and “led to” requirements. Maj. Op. at 27 n.4 (citation
modified). But saying that two requirements must be satisfied by a
certain point in time is quite different from saying that they must be
satisfied “simultaneously.” Id. at 16. In any event, Doe satisfies the
majority’s reformulated test. He “voluntarily provided original
information to the Commission” when he submitted the TCR form.
15 U.S.C. § 78u-6(b)(1) (emphasis added). And “the same
information,” Maj. Op. at 22 (emphasis added), “led to the successful
enforcement of [a] covered . . . action” when the SEC reached a
favorable settlement with an entity that used Doe’s former employer
as a conduit to commit bribery, 15 U.S.C. § 78u-6(b)(1). Both events
occurred before Doe “applie[d] for an award.” Maj. Op. at 27 n.4.
8
another government agency or the media can nonetheless
provide valuable assistance to the SEC. And that is precisely
why the Congress created a scheme that allows a whistleblower
to obtain an award for providing information already “known
to the Commission from” another “source,” provided “the
whistleblower is the original source of the information.” 15
U.S.C. § 78u-6(a)(3)(B).
Fourth, the majority makes too much of “statutory
purpose,” which “cannot trump statutory text.” Friends of
Animals v. Williams, --- F.4th ----, 2026 WL 2318424, at *6,
(D.C. Cir. Aug. 11, 2026); accord Sw. Airlines Co. v. Saxon,
596 U.S. 450, 463 (2022). As a threshold matter, it is well
understood that text is “the most important” part of statutory
interpretation. Nathan v. Smith, 737 F.2d 1069, 1080 (D.C. Cir.
1984) (Bork, J., concurring). And there is no need to consider
statutory purpose where, as here, statutory text is clear. See
NLRB v. Sw. Gen., Inc., 580 U.S. 288, 305 (2017). Separately,
even if statutory purpose could provide value in this case, I
believe the majority struggles to find a relevant statutory
purpose. It extracts the purpose of the Dodd-Frank Act’s SEC
whistleblower program from one sentence buried in a 251-page
report apparently articulating the views of a single Senate
committee. S. Rep. No. 111-176, at 38 (Apr. 30, 2010). And
“[l]egislative history is problematic even when the attempt is
to draw inferences from the intent of duly appointed
committees of the Congress.” Circuit City Stores, Inc. v.
Adams, 532 U.S. 105, 120 (2001).
Tellingly, the SEC previously agreed with my
interpretation of Section 21F(b)(1). Order Determining
Whistleblower Award Claims, Release No. 34-94398, 2022
WL 768309, at *4 (SEC Mar. 11, 2022). But shortly before
denying Doe’s claim, the SEC inexplicably “disavow[ed]” its
previous interpretation. Order Determining Whistleblower
9
Award Claim, Release No. 34-102987, 2025 WL 1307887, at
*8 (SEC May 5, 2025). 7 The SEC was right before. It is wrong
now. And the majority compounds the SEC’s error by
sustaining the denial of Doe’s claim. 8
7
The SEC’s volte-face puts it at odds with its sister commission,
the Commodity Futures Trading Commission. See Order
Determining Whistleblower Award Claims, Whistleblower Award
Determination No. 21-WB-07, 2021 WL 6753647, at *2–4 (CFTC
Oct. 15, 2021). The majority downplays the significance of this split,
contending that the CFTC’s interpretation carries “little or no
weight” because the CFTC interpreted a “distinct statutory
framework[].” Maj. Op. at 18. But the CFTC interpreted language
identical to the language of Section 21F(b)(1) at issue here. Compare
15 U.S.C. § 78u-6(b)(1) (providing that the SEC “shall pay an award
or awards to 1 or more whistleblowers who voluntarily provided
original information to the Commission that led to the successful
enforcement of the covered judicial or administrative action, or
related action”), with 7 U.S.C. § 26(b)(1) (providing that the CFTC
“shall pay an award or awards to 1 or more whistleblowers who
voluntarily provided original information to the Commission that led
to the successful enforcement of the covered judicial or
administrative action, or related action”). Indeed, the SEC and CFTC
whistleblower programs were both established by the
Dodd-Frank Wall Street Reform and Consumer Protection Act. Pub.
L. No. 111–203, 124 Stat. 1376, 1740, 1842 (2010). And “[a]side
from a few very minor points,” the two programs are, “essentially,
the same.” Mary Kreiner Ramirez, Whistling Past the Graveyard:
Dodd-Frank Whistleblower Programs Dodge Bullets Fighting
Financial Crime, 50 Loy. U. Chi. L.J. 617, 625 (2019).
8
The majority concedes, as it must, that Section 21F(b)(1)
“focuses on the ‘information’ that was ‘provided . . . to the
Commission’ and whether that information ‘led to’ the successful
enforcement” of a covered action. Maj. Op. at 24. And yet my
colleagues contend that the information in Doe’s TCR form “did not
‘lead to’ [a] successful enforcement action.” Id. at 24. The majority’s
10
II. Regulation
SEC Rule 21F-4(c)(1) provides that a whistleblower
satisfies the statutory “led to” requirement when he:
gave the Commission original information that
was sufficiently specific, credible, and timely to
cause the staff to commence an examination,
open an investigation, reopen an investigation
that the Commission had closed, or to inquire
concerning different conduct as part of a current
examination or investigation, and the
Commission brought a successful judicial or
administrative action based in whole or in part
on conduct that was the subject of [his] original
information.
17 C.F.R. § 240.21F-4(c)(1) (emphases added). Doe’s original
information “cause[d]” the SEC to open an investigation when
the SEC learned of the information from the DOJ and the
journalist’s articles. Id. Doe “gave the Commission” the same
“original information” when he submitted a TCR form and met
with the SEC. Id. And the SEC’s successful enforcement action
was “based . . . on conduct that was the subject of [Doe’s]
original information.” Id. Rule 21F-4(c)(1) thus confirms what
is already evident in Section 21F(b)(1): Doe is eligible to
receive an award. The fact that the SEC “already heard [Doe’s
concession illustrates why this is plainly incorrect. The original
information Doe “provided to a journalist” “indeed ‘led to’ a
successful enforcement action.” Id. at 26. And as the majority also
recognizes, Doe provided “the same information,” id. at 22
(emphasis added), “to the Commission” when he submitted a TCR
form, 15 U.S.C. § 78u-6(b)(1) (emphasis added). He is therefore
eligible for an award. Id.
11
original] information from someone else” does not affect his
eligibility. Meisel, 97 F.4th at 765. The majority concludes
otherwise, making, in my view, two errors.
First, the majority glosses over a key distinction between
parallel regulatory provisions and that distinction illustrates
that Rule 21F-4(c)(1), like the statute it implements, does not
contain a submission-based causation requirement. Although
the majority is correct that Rule 21F-4(c)(1) and Rule
21F-4(c)(2) “enumerate two ways to satisfy the statutory ‘led
to’ requirement,” it is plainly incorrect that “[b]oth require a
whistleblower to . . . show that [his] submission facilitated the
Commission’s enforcement activities.” Maj. Op. at 20
(emphasis added).
Consider the wording of these parallel provisions. Rule
21F-4(c)(2) requires a whistleblower’s “submission” to have
“significantly contributed to the success of the action.” 17
C.F.R. § 240.21F-4(c)(2) (emphasis added). This is precisely
the type of submission-based causation requirement
(conspicuously absent from Section 21F(b)(1)) that Doe cannot
satisfy in this case. Fortunately for Doe, he does not have to
satisfy this requirement because Rule 21F-4(c)(2) does not
apply if a whistleblower is “an original source of [the]
information” provided to the SEC, as Doe is here. Id. 9 In other
words, Rule 21F-4(c)(2) channels original-source
whistleblowers to Rule 21F-4(c)(1). And that Rule provides
that a whistleblower is entitled to an award if the SEC brought
9
See 17 C.F.R.§ 240.21F-4(b)(5) (“The Commission will
consider [a whistleblower] to be an original source of the same
information that we obtain from another source if the information
satisfies the definition of original information and the other source
obtained the information from [the whistleblower] or [the
whistleblower’s] representative.”).
12
“a successful . . . action based . . . on conduct that was the
subject of [the whistleblower’s] original information.” Id.
§ 240.21F-4(c)(1) (emphasis added). The “different language”
in these two provisions could not be more glaring. Roberts v.
Sea-Land Servs., Inc., 566 U.S. 93, 102 n.5 (2012) (citation
modified). And the effect of this difference could not be
plainer. A whistleblower can always satisfy the statutory “led
to” requirement if his “submission significantly contributed to
the success of the action.” 17 C.F.R. § 240.21F-4(c)(2)
(emphasis added). But that is not a necessary condition for
award-eligibility if the whistleblower is an original source of
information; instead, it suffices that his “original information”
is what led to the “successful . . . action.” Id. § 240.21F-4(c)(1)
(emphasis added). 10
10
The interplay between Rules 21F-4(c)(1) and 21F-4(c)(2)
further confirms what is plain from Section 21F(b)(1):
Original-source whistleblowers like Doe can receive an award
whether or not their submission led to a successful enforcement
action because the relevant question is whether the “original
information” that the whistleblower “voluntarily provided . . . to the
Commission . . . led to the successful enforcement of the covered
judicial or administrative action, or related action.” 15 U.S.C.
§ 78u-6(b)(1) (emphasis added). Critically, a regulation “issued
contemporaneously with” a statute can shed light on the best
meaning of that statute. Friends of Animals, 2026 WL 2318424, at
*5; accord West Virginia v. B. P. J., 146 S. Ct. 2356, 2383 (2026)
(Gorsuch, J., concurring). Together, Rules 21F-4(c)(1) and
21F-4(c)(2) undermine the majority’s contention that its
interpretation of Section 21F(b)(1) as containing a submission-based
causation requirement can be harmonized with Section
21F(a)(3)(B)’s allowance of awards to whistleblowers who provided
the SEC with information already “known to the Commission from
[another] source.” 15 U.S.C. § 78u-6(a)(3)(B).
13
Second, I believe the majority misapprehends the thrust of
Rule 21F-4(b)(7). 17 C.F.R. § 240.21F-4(b)(7). “[D]esigned
for the benefit of whistleblowers,” Securities Whistleblower
Incentives and Protections, 76 Fed. Reg. 34300, 34323 (June
13, 2011), this Rule commands that if a whistleblower provides
information to certain governmental or private entities and
subsequently “submit[s] the same information to the” SEC
within “120 days,” the SEC will “consider” the whistleblower
as having “provided [the] information” to the SEC “as of the
date of [their] original disclosure” to the specified entity, 17
C.F.R. § 240.21F-4(b)(7). Put differently, Rule 21F-4(b)(7)
“assur[es] potential whistleblowers that they can provide
information to appropriate Government or regulatory
authorities, and their ‘place in line’ will be protected in the
event that other whistleblowers later provide the same
information directly to the Commission.” Proposed Rules for
Implementing the Whistleblower Provisions of Section 21F of
the Securities Exchange Act of 1934, 75 Fed. Reg. 70488,
70496 (Nov. 17, 2010). 11
11
The majority takes issue with the “place in line” rationale and
identifies an SEC order that rejected it. Maj. Op. at 22 n.3 (quoting
Order Determining Whistleblower Award Claim, Release No.
34-102232, 2025 WL 270458, at *6 n.21 (Jan. 17, 2025)). Fair
enough. But the majority fails to note that the SEC’s reasoning in
that order sits on a house of cards. In the SEC’s view, the
Commission walked away from the “place in line” rationale, first
articulated in Rule 21F-4(b)(7)’s notice of proposed rulemaking, in
the adopting release accompanying the final rule. Order Determining
Whistleblower Award Claim, 2025 WL 270458, at *6 n.21. But that
is expressly contradicted by the adopting release itself, which
explains that “a whistleblower who first reports to an entity’s internal
whistleblower, legal, or compliance” department “will be considered
the first whistleblower who came to the Commission” “even if, in the
interim, another whistleblower has made a submission that caused
the staff to begin an investigation into the same matter.” Securities
14
The majority turns this salutary Rule—which, again, was
“designed for the benefit of whistleblowers,” Securities
Whistleblower Incentives and Protections, 76 Fed. Reg. at
34323—on its head and contends that a whistleblower’s
submission is “untimely” if provided to the SEC more than 120
days after a whistleblower submitted the same information to
another entity. Maj. Op. at 23. But there is nothing in the Rule
that requires a whistleblower to submit a tip to the SEC within
120 days. All that happens if a whistleblower fails to submit a
tip within 120 days is that the SEC will not “consider” the
whistleblower to have “provided information as of the date of
[his] original disclosure, report or submission” to the specified
entity, 17 C.F.R. § 240.21F-4(b)(7), leaving the whistleblower
vulnerable to getting jumped in line by “another
whistleblower” who, “in the interim, . . . made a submission
that caused the staff to begin an investigation into the same
matter,” Securities Whistleblower Incentives and Protections,
76 Fed. Reg. at 34322.12 To me, it is clear that Rule 21F-4(b)(7)
Whistleblower Incentives and Protections, 76 Fed. Reg. at 34322.
Separately, I note that although the majority suggests that the “place
in line” rationale was introduced to this case at oral argument by
“Doe’s counsel,” Maj. Op. at 22 n.3, it was in fact the SEC that first
introduced it, explaining in its brief that Rule 21F-4(b)(7)’s “purpose
[is] to protect the whistleblower’s ‘place in line’ as of the date of the
earlier report elsewhere,” Response Br. at 7 n.4 (quoting Proposed
Rules for Implementing the Whistleblower Provisions of Section
21F of the Securities Exchange Act of 1934, 75 Fed. Reg. at 70496).
12
The majority contends that Rule 21F-4(b)(7) can only be
reconciled with a submission-based causation requirement because
an information-based causation requirement would “render it
superfluous.” Maj. Op. at 22. That is obviously incorrect. The SEC
considers the date of a whistleblower’s submission in setting the
award amount. See 17 C.F.R. § 240.21F-6(a)(2)(ii) (requiring
evaluation of “the timeliness of the whistleblower’s initial report to
the Commission” in deciding whether to increase the award); id.
15
has no bearing on how to interpret Rule 21F-4(c)(1)’s causation
requirement.
All parties seem to agree that the SEC’s regulations largely
mirror the statutory scheme. Because Doe is eligible to receive
an award under the latter, it is unsurprising that he is likewise
eligible to receive an award under the former. The differing
language in Rules 21F-4(c)(1) and 21F-4(c)(2) manifests that
Doe is eligible to receive an award under both Section
21F(b)(1) and Rule 21F-4(c)(1). And the majority’s contention
that a different conclusion is compelled by the 120-day
lookback provision in Rule 21F-4(b)(7) is, put simply, a red
herring.
Accordingly, I respectfully dissent.
§ 240.21F-6(b)(2) (requiring evaluation of any “unreasonable
reporting delay” in deciding whether to decrease the award).
Critically, this evaluation of the award amount is germane only to a
whistleblower who is in fact eligible to receive an award and has
necessarily satisfied the applicable causation requirement. Thus, no
discrete standard of causation is required to give effect to Rule
21F-4(b)(7).