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Vanguard Group Inc: investment adviser

The Vanguard Group, Inc., doing business as Vanguard Group Inc, is an investment adviser registered with the SEC (file 801-11953, CRD 105958). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.

Assets managed
$11.1T
Discretionary
100%
Accounts
228
Employees
1,702
In advisory roles
19
Disclosures
63

Company page · SEC adviser record · Full Form ADV (PDF)

The firm reports no custody of client cash or securities.

Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.

Clients and fees

Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.

Client typeClientsAssetsShare
Registered funds228$11.1T100.0%

How it is paid

  • A percentage of assets under your management
  • Other: Allocated share of Vanguard's total cost of operations

Services

  • Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to section 54 of the Investment Company Act of 1940)
  • Selection of other advisers (including private fund managers)
  • Publication of periodicals or newsletters

Who owns it

Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.

Direct owners (Schedule A)

OwnerTypeRoleStakeSinceControlPublic company
Vanguard Index FundsCompany (U.S.)StockholderC 25% to 50%Aug 1976Yes
Vanguard Bond Index FundsCompany (U.S.)StockholderA 5% to 10%Dec 1986
Vanguard Star FundsCompany (U.S.)StockholderA 5% to 10%Mar 2009

Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.

Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.

Disciplinary history

What the firm disclosed under Item 11 of Form ADV. A disclosure is the firm's own report: pending matters are allegations, not findings, and many settlements are made without admitting or denying them. Text is quoted from the filing, set in sentence case.

Item 11 questions answered Yes

These questions cover the firm and its advisory affiliates.

  • Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?
  • Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: entered an order against you or any advisory affiliate in connection with investment-related activity?
  • Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?
  • Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority: ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?
  • Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority: in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?
  • Has any self-regulatory organization or commodities exchange ever: found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor rule violation" under a plan approved by the SEC)?
  • (1) Has any domestic or foreign court: ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations?
  • (1) Has any domestic or foreign court: ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by a state or foreign financial regulatory authority?

Actions about the firm (53)

  1. Aug 7, 2026
    Regulatory Action: Financial Services Commission, South Korea FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $710 · Begun Jul 8, 2026 · Resolved Aug 7, 2026 · Decision & Order of Offer of Settlement · Docket CAPITAL MARKETS INVESTIGATION GENERAL DIVISION - 1524

    The south korean financial supervisory service ("FSS") claimed that on December 10, 2021, The Vanguard Group, Inc. ("VGI") engaged in the sale of one south korean listed security without corresponding ownership of the position, a practice which is prohibited under south korean law.

    On August 7, 2026, ~$710 usd (KRW 1 million) was submitted as voluntary payment.

    On July 8, 2026, the south korean financial services commission imposed an administrative fine in the amount of ~$710 usd (KRW 1 million) on vgi in connection with one incident during 2021 in which vgi sold a south korean listed security without corresponding ownership of the position, a practice that is prohibited under south korean law.

  2. Feb 26, 2026
    Civil Judicial Action FinalSanctions: Other; Not applicable · Begun Nov 27, 2024 · Resolved Feb 26, 2026 · Dismissed

    Violation of section 7 of the clayton act, 15 U.S.C. § 18; violations of section 1 of the sherman act 15 U.S.C. § 1; Texas, Montana and West Virginia state law antitrust claims.

    Not applicable

  3. Dec 10, 2025
    Regulatory Action: Maryland Securities Commissioner FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Order to cease and desist from future violations of any applicable laws. · Fine: $166.7M · Begun Dec 10, 2025 · Resolved Dec 10, 2025 · Settled · Docket SECURITIES DOCKET NO 2022-0022

    On December 10, 2025, the Maryland Securities Commissioner issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated Maryland Securities Act section 11-301(2), by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated Maryland Securities Act section 11-412(a)(10), by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3- 22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

    The allegations, disposition, findings, and sanctions of the order are described in items 7 and 12.

  4. Dec 4, 2025
    Regulatory Action: Oklahoma Department of Securities FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Order to cease and desist from future violations of any applicable laws. · Fine: $166.7M · Begun Dec 4, 2025 · Resolved Dec 4, 2025 · Settled · Docket N/A

    On December 4, 2025, the Oklahoma Department of Securities issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated section 1-501 of the Oklahoma uniform Securities Act of 2004, by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated section 1-411(d)(9) of the Oklahoma uniform Securities Act of 2004 of the Oklahoma act, by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3- 22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

    The allegations, disposition, findings, and sanctions of the order are described in items 7 and 12.

  5. Dec 3, 2025
    Regulatory Action: State of Louisiana, Office of Financial Institutions FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Order to cease and desist from future violations of any applicable laws. · Fine: $166.7M · Begun Dec 3, 2025 · Resolved Dec 3, 2025 · Settled · Docket MATTER NO. OFI-2025-01

    On December 3, 2025, the state of Louisiana office of financial institutions issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated R.S. 51:712(a)(2) by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated lac 10:XIII.1901(a), as promulgated under R.S. 51:704(a)(9), by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3- 22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

    The allegations, disposition, findings, and sanctions of the order are described in items 7 and 12.

  6. Nov 25, 2025
    Regulatory Action: State of Florida, Office of Financial Regulation FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Order to cease and desist from future violations of any applicable laws. · Fine: $166.7M · Begun Nov 25, 2025 · Settled · Docket CASE NUMBER: 126925

    On November 25, 2025, the state of Florida office of financial regulation issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated section 517.301(1)(a)2., Florida statutes, by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated rule 69W-600.013, Florida administrative code, and section 517.161(1)(a), Florida statutes, by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3- 22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

    The allegations, disposition, findings, and sanctions of the order are described in items 7 and 12.

  7. Nov 7, 2025
    Regulatory Action: The State of North Carolina, Department of the Secretary of State, Securities Division FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Order to cease and desist from future violations of any applicable laws. · Fine: $166.7M · Begun Nov 7, 2025 · Resolved Nov 7, 2025 · Settled · Docket FILE NO. 22SEC057

    On November 7, 2025, The State of North Carolina, Department of the Secretary of State, Securities Division issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated N.C.G.S. Chapter §78a, by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated N.C.G.S. §78a­39(A1)(1) and (2)(a), by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3- 22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

    The allegations, disposition, findings, and sanctions of the order are described in items 7 and 12.

  8. Oct 23, 2025
    Regulatory Action: The Arizona Corporation Commission FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Order to cease and desist from future violations of any applicable laws. · Fine: $166.7M · Begun Oct 23, 2025 · Resolved Oct 23, 2025 · Settled · Docket DOCKET NO. S-21363A-25-0170 DECISION NO. 81513

    On October 23, 2025, The Arizona Corporation Commission issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated A.R.S. § 44­1991(a)(2), by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated A.R.S. § 44­1961(a)(12) and ariz. Admin. Code § R14­4­131, by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3- 22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

    The allegations, disposition, findings, and sanctions of the order are described in items 7 and 12.

  9. Sep 19, 2025
    Regulatory Action: State of North Dakota, Insurance & Securities Department FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Order to cease and desist from future violations of any applicable laws. · Fine: $166.7M · Begun Sep 19, 2025 · Resolved Sep 19, 2025 · Settled · Docket SO-25-906 25-1955

    On September 19, 2025, the State of North Dakota, Insurance & Securities Department issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated N.D.C.C. § 10­04­15(2)(b), by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated N.D.C.C. § 10­04­11­(1)(m), by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3- 22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

    The allegations, disposition, findings, and sanctions of the order are described in items 7 and 12.

  10. Sep 17, 2025
    Regulatory Action: Secretary of State, State of Illinois, Securities Department FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Order to cease and desist from future violations of any applicable laws. · Fine: $166.7M · Begun Sep 17, 2025 · Resolved Sep 17, 2025 · Settled · Docket CASE NUMBER 2200547

    On September 17, 2025, the Illinois Secretary of state, securities department issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated 815 ilcs 5/12.g, by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated 815 ilcs 5/8e(1)e by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3- 22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

    The allegations, disposition, findings, and sanctions of the order are described in items 7 and 12.

  11. Sep 16, 2025
    Regulatory Action: The Assistant Commissioner, Securities Division of the Kansas Department of Insurance FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Order to cease and desist from future violations of any applicable laws. · Fine: $166.7M · Begun Sep 16, 2025 · Resolved Sep 16, 2025 · Settled · Docket DOCKET NO. 25E071 / KSD NO. 2023-6858

    On September 16, 2025, The Assistant Commissioner, Securities Division of the Kansas Department of Insurance issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated K.S.A. 17-12A501(2), by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated K.S.A. 17-12A412(d)(9) and K.A.R. 81-3-7(a)(2) by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3- 22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

    The allegations, disposition, findings, and sanctions of the order are described in items 7 and 12.

  12. Aug 13, 2025
    Regulatory Action: Texas State Securities Board FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Order to cease and desist from future violations of any applicable laws. · Fine: $166.7M · Begun Aug 13, 2025 · Resolved Aug 13, 2025 · Settled · Docket ORDER NO. IC-25-CAF-04

    On August 13, 2025, the Texas State Securities Board issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated § 4008.052 of the Texas Securities Act, by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated § 115.10 of the Texas State Securities Board rules, by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3- 22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

    The allegations, disposition, findings, and sanctions of the order are described in items 7 and 12.

  13. Aug 12, 2025
    Regulatory Action: The Commissioner of Commerce and Insurance for the State of Tennessee FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Order to cease and desist from future violations of any applicable laws. · Fine: $166.7M · Begun Aug 12, 2025 · Resolved Aug 12, 2025 · Settled · Docket MATTER NO. 25-0000056

    On August 12, 2025, The Commissioner of Commerce and Insurance for the State of Tennessee issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated tenn. Code ann. § 48­1­121(a)(2), by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated tenn. Code ann. § 48­1­112(a)(2)(j), by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3- 22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

    The allegations, disposition, findings, and sanctions of the order are described in items 7 and 12.

  14. Aug 12, 2025
    Regulatory Action: State of Hawaii, Department of Commerce and Consumer Affairs FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Order to cease and desist from future violations of any applicable laws. · Fine: $166.7M · Begun Aug 12, 2025 · Resolved Aug 12, 2025 · Settled · Docket CASE NO. SEB20250001

    On August 12, 2025, the State of Hawaii, Department of Commerce and Consumer Affairs issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated HRS § 485a­501(a)(2), by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated HRS § 485a­412(d)(9), by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3- 22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

    The allegations, disposition, findings, and sanctions of the order are described in items 7 and 12.

  15. Aug 6, 2025
    Regulatory Action: Commissioner of the District of Columbia Department of Insurance, Securities and Banking FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Order to cease and desist from future violations of any applicable laws. · Fine: $166.7M · Begun Aug 6, 2025 · Resolved Aug 6, 2025 · Settled · Docket ORDER NO: SB-CO-01-25

    On August 6, 2025, the Commissioner of the District of Columbia Department of Insurance, Securities and Banking issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated D.C. Official code § 31­5606.05(a)(1)(b), by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated D.C. Official code § 31­5602.07(a)(12), by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3- 22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

    The allegations, disposition, findings, and sanctions of the order are described in items 7 and 12.

  16. Aug 4, 2025
    Regulatory Action: Securities Commissioner of South Carolina FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Order to cease and desist from future violations of any applicable laws. · Fine: $166.7M · Resolved Aug 4, 2025 · Settled · Docket MATTER NO. 20224600

    On August 4, 2025, the Securities Commissioner of South Carolina issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated S.C. Code ann. § 35­1­501(2), by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated S.C. Code ann. § 35­1­412(d)(9) by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3- 22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

    The allegations, disposition, findings, and sanctions of the order are described in items 7 and 12.

  17. Aug 1, 2025
    Regulatory Action: State of Indiana, Office of the Secretary of State Securities Division FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Order to cease and desist from future violations of any applicable laws. · Fine: $166.7M · Begun Aug 1, 2025 · Resolved Aug 1, 2025 · Settled · Docket CASE NO. 25-0006 CA

    On August 1, 2025, the State of Indiana, Office of the Secretary of State Securities Division issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated ind. Code § 23­19­5­1(2) by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated ind. Code § 23­19­4­12 by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3- 22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

    The allegations, disposition, findings, and sanctions of the order are described in items 7 and 12.

  18. Jul 7, 2025
    Regulatory Action: State of Michigan, Department of Licensing and Regulatory Affairs, Corporations, Securities and Commercial Licensing Bureau FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Order to cease and desist from future violations of any applicable laws. · Fine: $166.7M · Begun Jul 7, 2025 · Resolved Jul 7, 2025 · Settled · Docket ENF-24-020076

    On July 7, 2025, the state of Michigan department of licensing and regulatory affairs, corporations, securities and commercial licensing bureau issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated MCL 451.2501(b) by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated MCL 451.2412(4)(I) by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    N/a

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3-22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

  19. Jun 17, 2025
    Regulatory Action: Idaho Department of Finance FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Order to cease and desist from future violations of any applicable laws. · Fine: $166.7M · Begun Jun 17, 2025 · Resolved Jun 17, 2025 · Settled · Docket DOCKET NO. SB-2025-006

    On June 17, 2025, the state of Idaho Department of Finance issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated I.C. § 30­14­501, by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated I.C. § 30­14­412 and rule 105, by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    N/a

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3-22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

  20. Jun 17, 2025
    Regulatory Action: Commonwealth of Kentucky, Public Protection Cabinet, Department of Financial Institutions FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Order to cease and desist from future violations of any applicable laws. · Fine: $166.7M · Begun Jun 17, 2025 · Resolved Jun 17, 2025 · Settled · Docket 2025-DFI-0074

    On June 17, 2025, the Kentucky department of financial institutions issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated KRS 292.320(1)(b), by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated 808 kar 10:030, section 3, by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    N/a

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3-22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

  21. Jun 12, 2025
    Regulatory Action: State of West Virginia, West Virginia Securities Division FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Order to cease and desist from future violations of any applicable laws. · Fine: $166.7M · Begun Jun 12, 2025 · Resolved Jun 12, 2025 · Settled · Docket CASE NO. 22-0035

    On June 12, 2025, the West Virginia securities commissioner issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated w. Va. Code § 32­1­101(2), by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated w. Va. Code § 32­2­204(a)(j), by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    N/a

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3-22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

  22. Jun 12, 2025
    Regulatory Action: The Arkansas Securities Department and the Arkansas Securities Commissioner FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Order to cease and desist from future violations of any applicable laws. · Fine: $166.7M · Begun Jun 12, 2025 · Resolved Jun 12, 2025 · Settled · Docket S-22-0038

    On June 12, 2025, the Arkansas securities commissioner issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated ark. Code. Ann. § 23­42­507(2) by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated ark. Code ann. § 23­42­301(f) by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    N/a

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3-22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

  23. Jun 10, 2025
    Regulatory Action: Alabama Securities Commission FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Order to cease and desist from future violations of any applicable laws. · Fine: $166.7M · Begun Jun 10, 2025 · Resolved Jun 10, 2025 · Settled · Docket ORDER NO. CO-2025-OO21

    On June 10, 2025, the Alabama Securities Commission issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated section 8-6-17(a)(2), code of Alabama 1975, by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated section 8-6-3(j)(10), code of Alabama 1975, by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    N/a

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3-22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

  24. May 1, 2025
    Regulatory Action: Division of Securities, Utah Department of Commerce FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Agreement not to engage, or attempt to engage, in conduct in violation of any applicable laws. · Fine: $166.7M · Begun May 1, 2025 · Resolved May 1, 2025 · Settled · Docket DOCKET NO. SD-25-0004; DOCKET NO. SD-25-0005

    On May 1, 2025, the Utah securities commission, Division of Securities, Utah Department of Commerce issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated Utah code ann. Section 61-1-1(2) by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated Utah code ann. Section 61-1-6(2)(a)(II)(j) by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor share class TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional share class TRFS.

    N/a

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3-22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

  25. May 1, 2025
    Regulatory Action: Commissioner of Securities and Insurance, Office of the Montana State Auditor FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Agreement not to engage, or attempt to engage, in conduct in violation of any applicable laws. · Fine: $166.7M · Begun May 1, 2025 · Resolved May 1, 2025 · Settled · Docket SEC-2025-35

    On May 1, 2025, the Commissioner of Securities and Insurance, Office of the Montana State Auditor issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated M.C.A. § 30­10­301(1)(b) by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated M.C.A. § 30­10­201(13)(k) by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor share class TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional share class TRFS.

    N/a

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3-22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

  26. Apr 28, 2025
    Regulatory Action: Nebraska Department of Banking and Finance FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Agreement not to engage, or attempt to engage, in conduct in violation of any applicable laws. · Fine: $166.7M · Begun Apr 28, 2025 · Resolved Apr 28, 2025 · Settled · Docket NA

    On April 28, 2025, the Nebraska Department of Banking and Finance, bureau of securities, issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated neb. Rev. Stat. § 8­1102(1)(b) (reissue 2002) by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated neb. Rev. Stat. § 8­1103(9)(a)(XI) by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor share class TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional share class TRFS.

    N/a

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3-22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

  27. Apr 28, 2025
    Regulatory Action: Department of Financial Protection and Innovation of the State of California FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Agreement not to engage, or attempt to engage, in conduct in violation of any applicable laws. · Fine: $166.7M · Begun Apr 28, 2025 · Resolved Apr 28, 2025 · Settled · Docket NA

    On April 28, 2025, the Department of Financial Protection and Innovation of the State of California issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated California corporations code section 25401 by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated California corporations code section 25218 and 10 C.C.R. 260.218.4 by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    N/a

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3-22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

  28. Apr 28, 2025
    Regulatory Action: State of Minnesota Department of Commerce FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Agreement not to engage, or attempt to engage, in conduct in violation of any applicable laws. · Fine: $166.7M · Begun Apr 28, 2025 · Resolved Apr 28, 2025 · Settled · Docket NA

    On April 28, 2025, the Minnesota department of commerce issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated minn. Stat. § 80A.68 by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated minn. Stat. § 80A.67 (d)(9) by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor share class TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional share class TRFS.

    N/a

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3-22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

  29. Apr 25, 2025
    Regulatory Action: Office of the Mississippi Secretary of State, Securities Division FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Agreement not to engage, or attempt to engage, in conduct in violation of any applicable laws. · Fine: $166.7M · Begun Apr 25, 2025 · Resolved Apr 25, 2025 · Settled · Docket LS-23-5929

    On April 25, 2025, the Office of the Mississippi Secretary of State, Securities Division, issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated Mississippi Securities Act § 75­71­501 by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated Mississippi securities rule 5.19 by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    N/a

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3-22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

  30. Apr 21, 2025
    Regulatory Action: The Investor Protection Director of the State of Delaware FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Agreement not to engage, or attempt to engage, in conduct in violation of any applicable laws. · Fine: $166.7M · Begun Apr 21, 2025 · Resolved Apr 21, 2025 · Settled · Docket INVESTOR PROTECTION CASE NO. 22-0111

    On April 21, 2025, The Investor Protection Director of the State of Delaware issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated Delaware Securities Act § 73­201(2) by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated Delaware Securities Act § 73­304(a)(10) by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    N/a

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3-22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

  31. Apr 14, 2025
    Regulatory Action: State of Alaska Department of Commerce, Community, and Economic Development, Division of Banking and Securities FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Agreement not to engage, or attempt to engage, in conduct in violation of any applicable laws. · Fine: $166.7M · Begun Apr 14, 2025 · Resolved Apr 14, 2025 · Settled · Docket ORDER NO. 23-25-S

    On April 14, 2025, the state of Alaska department of commerce, community, and economic development division of banking and securities issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated Alaska stat. 45.56.500(2) by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated Alaska stat. 45.56.440(d)(9) by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as a result of lowering the investment minimum for the institutional TRFS.

    N/a

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3-22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

  32. Apr 11, 2025
    Regulatory Action: State of Maine, Office of Securities FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Agreement not to engage, or attempt to engage, in conduct in violation of any applicable laws. · Fine: $166.7M · Begun Apr 11, 2025 · Resolved Apr 11, 2025 · Settled · Docket NO. 2025-03

    On April 11, 2025, the state of Maine office of securities issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated 32 Maine rev. Stat. § 16501(2) by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated Maine office of securities rules, chapter 504 § 7(1) by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as a result of lowering the investment minimum for the institutional TRFS.

    N/a

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3-22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

  33. Apr 10, 2025
    Regulatory Action: Commissioner of Securities, State of Georgia FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Agreement not to engage, or attempt to engage, in conduct in violation of any applicable laws. · Fine: $166.7M · Begun Apr 10, 2025 · Resolved Apr 10, 2025 · Settled · Docket ORDER NO. ENSC-241177

    On April 10, 2025, the Commissioner of securities state of Georgia issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated official code of Georgia § 10­5­50 by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated official code of Georgia § 10­5­41(d)(9) and Georgia rule 590­4­5­12(1) by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as a result of lowering the investment minimum for the institutional TRFS.

    N/a

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3-22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

  34. Apr 10, 2025
    Regulatory Action: State of Rhode Island, Department of Business Regulation, Securities Division FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Agreement not to engage, or attempt to engage, in conduct in violation of any applicable laws. · Fine: $166.7M · Begun Apr 10, 2025 · Resolved Apr 10, 2025 · Settled · Docket 2025-SC-001

    On April 10, 2025, the state of Rhode Island department of business regulation securities division issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated R.I. Gen. Laws § 7­11­501 by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated R.I. Gen. Laws § 7­11­212(b)(11) by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as a result of lowering the investment minimum for the institutional TRFS.

    N/a

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3-22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

  35. Apr 10, 2025
    Regulatory Action: State of Nevada, Office of the Secretary of State, Securities Division FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Agreement not to engage, or attempt to engage, in conduct in violation of any applicable laws. · Fine: $166.7M · Begun Apr 10, 2025 · Resolved Apr 10, 2025 · Settled · Docket FILE NO. INV25-005

    On April 10, 2025, the state of Nevada office of the secretary of state securities division issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated nev. Rev. Stat. 90.570 by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated nev. Rev. Stat. 90.420(1)(l) by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as a result of lowering the investment minimum for the institutional TRFS.

    N/a

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3-22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

  36. Apr 3, 2025
    Regulatory Action: Ohio Department of Commerce, Division of Securities FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Agreement not to engage, or attempt to engage, in conduct in violation of any applicable laws. · Fine: $166.7M · Begun Apr 3, 2025 · Resolved Apr 3, 2025 · Settled · Docket DIVISION ORDER NO. 25-005

    On April 3, 2025, the Ohio Department of Commerce, Division of Securities, issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated Ohio rev. Code 1707.19(a)(1)(I) by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated Ohio admin. Code 1301:6-3-19(b)(9) by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as a result of lowering the investment minimum for the institutional TRFS.

    N/a

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3-22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

  37. Apr 2, 2025
    Regulatory Action: Iowa Insurance Commissioner FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Agreement not to engage, or attempt to engage, in conduct in violation of any applicable laws. · Fine: $166.7M · Begun Apr 2, 2025 · Resolved Apr 2, 2025 · Settled · Docket DIV. CASE NO. 125581

    On April 2,2025, the Iowa Insurance Commissioner issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated Iowa code § 502.501 by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated Iowa code § 502.412(4)(I) and Iowa admin. Code rule 191­50.17(3) by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as a result of lowering the investment minimum for the institutional TRFS.

    N/a

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3-22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

  38. Apr 1, 2025
    Regulatory Action: Colorado Securities Commissioner FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Agreement not to engage, or attempt to engage, in conduct in violation of any applicable laws. · Fine: $166.7M · Begun Apr 1, 2025 · Resolved Apr 1, 2025 · Settled · Docket 2025-CDS-006

    On April 1, 2025, the state of Colorado Securities Commissioner issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated Colorado revised statutes § 11­51­501(1)(b) by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated 3 code of Colorado regulations 704-1, rule 51-4.7(h) by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    N/a

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3-22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

  39. Mar 25, 2025
    Regulatory Action: State of Connecticut, Department of Banking FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Agreement not to engage, or attempt to engage, in conduct in violation of any applicable laws. · Fine: $166.7M · Begun Mar 25, 2025 · Resolved Mar 25, 2025 · Settled · Docket MATTER NO. 25-202513-S

    On March 25, 2025, the state of Connecticut department of banking issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated Connecticut gen. Stat § 36b­5(a)(2) by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated regulations of Connecticut state agencies § 36b­31­6(f) by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    N/a

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3-22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

  40. Mar 21, 2025
    Regulatory Action: Pennsylvania Department of Banking and Securities FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Agreement not to engage, or attempt to engage, in conduct in violation of any applicable laws. · Fine: $166.7M · Begun Mar 21, 2025 · Resolved Mar 21, 2025 · Settled · Docket DOCKET NO. 250010

    On March 21, 2025, the pa department of banking and securities issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated 70 penn. Stat. § 1­401 (b) by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated 70 penn. Stat. § 1­305 (a)(VII) by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    N/a

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3-22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

  41. Mar 21, 2025
    Regulatory Action: State of New Mexico, Regulation and Licensing Department, Securities Division FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Agreement not to engage, or attempt to engage, in conduct in violation of any applicable laws. · Fine: $166.7M · Begun Mar 21, 2025 · Resolved Mar 21, 2025 · Settled · Docket MS 24-12-19

    On March 21, 2025, the state of New Mexico regulation and licensing department securities division, issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated New Mexico statutes annotated 1978, § 58­13c­501 by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated New Mexico statutes annotated 1978, § 58­13c­412(c)(9) and New Mexico admin. Code. 12.11.4.10 failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    N/a

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3-22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

  42. Mar 21, 2025
    Regulatory Action: State of New Hampshire, Department of State, Bureau of Securities Regulation FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Agreement not to engage, or attempt to engage, in conduct in violation of any applicable laws. · Fine: $166.7M · Begun Mar 21, 2025 · Resolved Mar 21, 2025 · Settled · Docket INV2022-00041

    On March 21, 2025, the state of New Hampshire department of state bureau of securities regulation, issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated N.H. Rev. Stat. Ann. 421-b:5-501(a)(2) by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated N.H. Rev. Stat. Ann. 421-b:4-412(d)(9) by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    N/a

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3-22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

  43. Mar 21, 2025
    Regulatory Action: State of New Jersey, Bureau of Securities FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Agreement not to engage, or attempt to engage, in conduct in violation of any applicable laws. · Fine: $166.7M · Begun Mar 21, 2025 · Resolved Mar 21, 2025 · Settled

    On March 21, 2025, the state of New Jersey bureau of securities, issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated New Jersey statutes annotated 49:3-52(b) by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated New Jersey statutes annotated 49:3-58(a)(2)(XI) by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    N/a

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3-22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

  44. Mar 18, 2025
    Regulatory Action: State of Washington Department of Financial Institutions, Securities Division FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Agreement not to engage, or attempt to engage, in conduct in violation of any applicable laws. · Fine: $166.7M · Begun Mar 18, 2025 · Resolved Mar 18, 2025 · Settled · Docket ORDER NO. S-22-3439-25-CO01

    On March 18, 2025, the state of Washington department of financial institutions securities division, issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated rev. Wash. Code 21.20.010 by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated Washington admin. Code 460-20C-150 by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    N/a

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3-22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

  45. Mar 12, 2025
    Regulatory Action: South Dakota Division of Insurance & Securities FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Agreement not to engage, or attempt to engage, in conduct in violation of any applicable laws. · Fine: $166.7M · Begun Mar 12, 2025 · Resolved Mar 12, 2025 · Settled

    On March 12, 2025, the South Dakota Department of Labor and regulation, division of insurance, issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated s. Dakota codified laws 47-31B-501 by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated s. Dakota codified laws 47-31B-412 by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS

    N/a

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3-22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

  46. Mar 11, 2025
    Regulatory Action: State of Vermont, Department of Financial Regulation FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Agreement not to engage, or attempt to engage, in conduct in violation of any applicable laws. · Fine: $166.7M · Begun Mar 11, 2025 · Resolved Mar 11, 2025 · Settled · Docket DOCKET NO. 25-003-S

    On March 11, 2025, the Vermont department of financial regulation issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated 9 Vermont stat. Ann. § 5501 by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated Vermont secs. Reg. § 2­2(b)(2) by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    N/a

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3-22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

  47. Mar 10, 2025
    Regulatory Action: Division of Securities, Wisconsin Department of Financial Institutions FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Agreement not to engage, or attempt to engage, in conduct in violation of any applicable laws. · Fine: $166.7M · Begun Mar 10, 2025 · Resolved Mar 10, 2025 · Settled · Docket DFI CASE NO. S-245138 (LX)

    On March 10, 2025, the Wisconsin department of financial institutions, Division of securities, issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated wis. Stat. § 551.501(2) by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated wis. Admin code § dfi­SEC 4.05(2) by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    N/a

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3-22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action.the foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

  48. Mar 10, 2025
    Regulatory Action: Oregon Department of Consumer and Business Services, Division of Financial Regulation FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Agreement not to engage, or attempt to engage, in conduct in violation of any applicable laws. · Fine: $166.7M · Begun Mar 10, 2025 · Resolved Mar 10, 2025 · Settled · Docket CASE NO. S-25-0017

    On March 10, 2025, the Oregon Department of Consumer and Business Services, Division of Financial Regulation, issued a settled consent order in which it found that (I) The Vanguard Group ("VGI") violated Oregon rev. Stat. 59.135(2) by failing to disclose the potential for higher capital gains distributions from lowering the investment minimum of the institutional target retirement funds ("TRFS"); and (II) the Vanguard marketing corporation ("VMC") violated Oregon rev. Stat 59.205(13) and Oregon admin. Rule 441-205-0210(3) by failing to adequately supervise its agents to ensure that they took adequate steps to disclose the risk that investors that held investor TRFS in taxable accounts could potentially experience tax consequences as result of lowering the investment minimum for the institutional TRFS.

    N/a

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3-22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to certain offsets; (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. Penalties and remediation deemed satisfied by payment to SEC fair fund in related action. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

  49. Jan 17, 2025
    Regulatory Action: Attorney General of the State of New York FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Agreement not to engage, or attempt to engage, in conduct in violation of any applicable laws. · Fine: $166.7M · Begun Jan 17, 2025 · Resolved Jan 17, 2025 · Settled · Docket ASSURANCE NO. 25-003

    On January 17, 2025, the New York Attorney general issued a settled assurance of discontinuance in which it found that vgi violated the martin act (N.Y. General business law § 352 et seq.) And N.Y. Executive law § 63(12) by failing to disclose to investors in investor TRFS of the impact on capital gains distributions and resulting capital gains tax liability that would result from lowering the minimum investment for the institutional TRFS.

    Without admitting or denying the findings, VMC and vgi agreed not to engage, or attempt to engage, in conduct in violation of any applicable laws. VMC and vgi were also ordered to satisfy the monetary conditions of the related SEC [file no. 3- 22435] and nyag [aod 25-003] actions, which, together, required vgi and VMC to pay (I) $135 million in remediation, subject to $42.094 million in offsets ($92.91 million net of offsets); (II) a penalty of $13.5 million; and (III) $14.7 million in disgorgement and $3.5 million in prejudgment interest. The required monetary relief was deemed satisfied by payment to SEC fair fund in related action. On January 24, 2025, vgi paid $106,410,000 into the SEC fair fund, comprising the $13.5 million civil penalty and $92.9 million in restitution. The foregoing amounts represent the total amounts paid by vgi and VMC in full satisfaction of all state settlement orders relating to this matter.

    The allegations, disposition, findings, and sanctions of the order are described in items 7 and 12.

  50. Jan 17, 2025
    Regulatory Action: SEC FinalSanctions: Cease and Desist; Censure monetary fine · Fine: $31.7M · Begun Jan 17, 2025 · Resolved Jan 17, 2025 · Decision & Order of Offer of Settlement · Docket FILE NO. 3-22435

    On January 17, 2025, U.S. Securities and Exchange Commission ("SEC") issued a settled administrative order in which it found that The Vanguard Group ("VGI") willfully violated section 206(4) of the Investment Advisers Act of 1940 ("Advisers Act"), and rules 206(4)-7 and 206(4)-8 thereunder by (I) failing to disclose to investors in the investor target retirement funds ("TRFS") of the impact on capital gains distributions and resulting capital gains tax liability as a result of lowering the minimum investment for the institutional TRFS and (II) not having in place, adopted, or implemented written policies and procedures during 2020 and 2021 to address the accuracy of disclosures with respect to certain mutual funds. The SEC also found that VGI caused certain mutual funds to violate section 17(a)(2) of the Securities Act of 1933 ("Securities Act") and section 34(b) of the Investment Company Act of 1940 ("Investment Company Act"). Without admitting or denying the findings, VGI was (I) censured; (II) ordered to cease and desist from committing or causing any violations and any future violations of section 17(a)(2) of the Securities Act, section 206(4) of the Advisers Act and rules 206(4)-7 and 206(4)-8 thereunder, and section 34(b) of the Investment Company Act.

    Without admitting or denying the findings, vgi was (I) censured; (II) ordered to cease and desist from committing or causing any violations and any future violations of section 17(a)(2) of the Securities Act, section 206(4) of the Advisers Act and rules 206(4)-7 and 206(4)-8 thereunder, and section 34(b) of the Investment Company Act; (III) ordered to pay $14.7 million in disgorgement and $3.5 million in prejudgment interest; and (IV) ordered to pay a $13.5 million civil money penalty. Disgorgement and interest amounts deemed satisfied by payment of $92.9 million to fair fund in connection with related state actions. On January 24, 2025, vgi paid $106,410,000 into the SEC fair fund, comprising the $13.5 million civil penalty and $92.9 million in restitution.

    The allegations, disposition, findings, and sanctions of the order are described in items 7 and 12.

  51. Dec 22, 2021
    Regulatory Action: Financial Supervisory Service ("FSS"), South Korea FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $15,409 · Begun Feb 3, 2021 · Resolved Dec 22, 2021 · Decision & Order of Offer of Settlement · Docket CAPITAL MARKET INVESTIGATION DEPARTMENT, INVESTIGATION TEAM 3 - 116

    The south korean financial supervisory service (FSS) claimed that on September 27, 2019 The Vanguard Group, Inc. ("VGI"), engaged in the sale of one korean-listed security without corresponding ownership of the position, a practice which is prohibited under south korean law.

    On December 22, 2021 $15,409 (KRW 18 million) was submitted as payment.

    On November 12, 2021, the south korean financial services commission imposed an administrative fine in the amount of $15,409 (KRW 18 million) on vgi, in connection with one incident during 2019 in which vgi sold a korean-listed security without corresponding ownership of the position, a practice that is prohibited under south korean law.

  52. Dec 7, 2021
    Regulatory Action: German Federal Financial Supervisory Authority ("BAFIN") FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $376,996 · Begun May 11, 2021 · Resolved Dec 7, 2021 · Decision & Order of Offer of Settlement · Docket WA 17-WP 3120-2021/0030

    BAFIN claimed that The Vanguard Group, Inc. ("VGI") erred in performing a technical process from 2017 to 2019, which led to untimely voting rights notifications for three positions in connection with securities lending arrangements.

    On December 7, 2021 $376,996 (eur 290,000) was accepted as payment.

    On November 25 2021, BAFIN imposed an administrative fine in the amount of $376,996 (eur 290,000) on vgi, related to a technical error in fulfilling voting rights notification obligations within the prescribed period for three positions from 2017 thru 2019.

  53. Sep 24, 2020
    Regulatory Action: Financial Supervisory Service ("FSS"), South Korea FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); None · Fine: $104,575 · Begun Jun 18, 2020 · Resolved Sep 24, 2020 · Decision & Order of Offer of Settlement · Docket CAPITAL MARKET INVESTIGATION DEPARTMENT, INVESTIGATION TEAM 3 - 1076

    The south korean financial supervisory service claimed that on three occasions from 2018 to 2019 The Vanguard Group, Inc. ("VGI"), engaged in the sale of two korean-listed securities without corresponding ownership of the positions, a practice which is prohibited under south korean law.

    On October 12, 2020, $83,660 (KRW 96 million) was accepted as payment, which reflects a discount from the $104,575 (KRW 120 million) originally sought.

    On September 24, 2020, the south korean financial services commission imposed an administrative fine in the amount of $104,575 (KRW 120 million) on vgi, in connection with three instances during 2018 and 2019 in which vgi sold two korean-listed securities without corresponding ownership of the position, a practice which is prohibited under south korean law.

Actions about affiliates (8)

  1. Sep 25, 2024
    Civil Judicial Action FinalAbout an affiliate: Vanguard Investments; the full record is on the affiliate's own Form ADVSanctions: Civil Penalty(ies)/Fine(s); Via to publish a written adverse publicity notice specified in the annexure to the orders; and maintain the prescribed · Fine: $8.8M · Begun Jul 24, 2023 · Resolved Sep 25, 2024 · Judgment Rendered

    On 25 July 2023, ASIC lodged civil penalty proceedings in the federal court of Australia against Vanguard Investments Australia LTD (VIA), alleging misrepresentations in relation to claims about certain environmental, social and governance (ESG) exclusionary screens applied to investments in the Vanguard ethically conscious global aggregate bond index and ETF. ASIC alleged that the description of the exclusionary screens in the product disclosure statements (PDS) did not provide a sufficiently detailed explanation that certain company debt issuers lacking ESG research coverage were included in the benchmark such that the fund and ETF had exposure to certain securities that may not have reasonably expected by investors. In addition, ancilliary statements made by VIA, in the form of a media release and two industry presentations, were alleged to not adequately disclose the limitations of the exclusionary screens applied to the products.

    N/a

  2. May 25, 2023
    Regulatory Action: FINRA FinalAbout an affiliate: Vanguard Marketing; the full record is on the affiliate's own Form ADVFine: $800,000 · Begun May 25, 2023 · Resolved May 25, 2023 · Acceptance, Waiver & Consent(AWC) · Docket 2020068469601

    FINRA found that from November 2019 to September 2020, VMC overstated projected yield and projected annual income for nine money market funds on certain brokerage account statements. FINRA also found that from at least October 2019 to June 2021, certain account statements inaccurately presented market appreciation/depreciation and investment returns. The aforementioned errors did not affect the actual market yield paid to customers or holdings information displayed on customer statements and have been resolved. FINRA also found that the firm failed to reasonably supervise its account statements by failing to timely address customer reports of inaccuracies. Therefore, FINRA found that VMC violated FINRA rules 2210, 3110, 4511 and 2010.

    The firm was censured and fined $800,000. VMC paid the fine by wire on June 1, 2023.

    Without admitting or denying the allegations or findings, VMC agreed to the imposition of a censure and a fine in the amount of $800,000, VMC's letter of acceptance, waiver and consent was accepted by FINRA on May 25, 2023.

  3. Mar 27, 2023
    Regulatory Action: Financial Markets Authority (Fma), New Zealand FinalAbout an affiliate: Vanguard Investments; the full record is on the affiliate's own Form ADVSanctions: Reprimand · Begun Mar 3, 2023 · Resolved Mar 27, 2023 · Other · Docket NA

    The fma issued a warning to Vanguard Investments Australia limited (VIA) for failing to comply with its financial markets conduct regulations 2014 requiring disclosure of three ASIC infringement notices "as soon as practicable after the action is taken or the power is exercised and no later than 5 working days after the day on which the action is taken or the power is exercised."

    A formal warning was issued.

    The fma issued a formal warning to via for failing to lodge the required notice on the new zealand companies office disclose register within the required five-day timeframe regarding the three infringement notices issued by ASIC.

  4. Dec 2, 2022
    Regulatory Action: Australian Securities and Investments Commission (ASIC) FinalAbout an affiliate: Vanguard Investments; the full record is on the affiliate's own Form ADVSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $27,116 · Begun Nov 11, 2022 · Resolved Dec 2, 2022 · Other · Docket S02553190, S02553191, S02553192

    ASIC alleged that via issued a product disclosure statement (PDS) for three funds that stated that the index tracked by the funds excluded certain securities which were not in fact excluded by the index methodology. ASIC has acknowledged that the misstatements were an inadvertent error and not intentional.

    Via received three infringement notices from ASIC for an inadvertent misdescription in the PDS documents.

    Via self-identified an error in the PDS to ASIC for the Vanguard international shares select exclusions index funds and issued a supplementary PDS for each of the affected funds, correcting the error, and communicated the update to investors. The notices resulted in a total fine of ~$27,116 usd ($39,960 aud). The notices were paid in full on or before 12/2/2022.

  5. Nov 4, 2022
    Regulatory Action: FINRA FinalAbout an affiliate: Vanguard Marketing; the full record is on the affiliate's own Form ADVSanctions: Civil and Administrative Penalt(ies) /Fine(s); Censure · Fine: $50,000 · Begun Nov 4, 2022 · Resolved Nov 4, 2022 · Acceptance, Waiver & Consent(AWC) · Docket 2020066956001

    FINRA alleges that Vanguard Marketing corporation ("VMC") violated FINRA rules 2360(b)(23)(a) and 2010 by accepting a client's options exercise instructions on May 22, 2020, after the 5:30 PM cutoff time, and FINRA rules 3110 and 2010 by failing to establish and maintain a supervisory system, including written supervisory procedures, reasonably designed to achieve compliance with the requirements for handling option exercise instructions after the exercise cut-off time.

    FINRA assessed a fine of $50,000.00 against VMC (the applicant). VMC paid the fine by wire on November 16, 2022.

    Without admitting or denying FINRA's allegations or findings, VMC agreed to the imposition of a censure and a fine in the amount of $50,000.00.

  6. Feb 24, 2022
    Regulatory Action: Financial Supervisory Service ("FSS"), South Korea FinalAbout an affiliate: Vanguard Investments; the full record is on the affiliate's own Form ADVSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $19,821 · Begun Feb 24, 2022 · Resolved Feb 24, 2022 · Decision & Order of Offer of Settlement · Docket CAPITAL MARKET INVESTIGATION DEPARTMENT, INVESTIGATION TEAM 3 - 116

    The south korean financial supervisory service claimed that on March 31, 2020 Vanguard Investments Australia limited ("VIA"), engaged in the sale of two korean-listed securities without corresponding ownership of the positions, a practice which is prohibited under south korean law.

    On February 02/24/2022 ~ $ 19821 (KRW 24 million) was submitted as voluntary payment, a discount from the KRW 30 million originally sought.

    On February 24, 2022, the financial services commission imposed an administrative fine in the amount of ~$ 19821 (KRW 24 million) on via, (a discount from KRW 30 million for voluntary payment) in connection with one incident during 2020 in which via sold two korean-listed securities without corresponding ownership of the positions, which is a practice that is prohibited under south korean law.

  7. Dec 22, 2021
    Regulatory Action: Financial Supervisory Service ("FSS"), South Korea FinalAbout an affiliate: Vanguard Global Advisers,; the full record is on the affiliate's own Form ADVSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $19,177 · Begun Feb 3, 2021 · Resolved Dec 22, 2021 · Decision & Order of Offer of Settlement · Docket CAPITAL MARKET INVESTIGATION DEPARTMENT, INVESTIGATION TEAM 3 - 116

    The south korean financial supervisory service claimed that on March 18, 2020 Vanguard Global Advisers, LLC ("VGA"), engaged in the sale of one korean-listed security without corresponding ownership of the position, a practice which is prohibited under south korean law.

    On December 22, 2021, $19,177 (KRW 22.5 million) was submitted as payment.

    On November 12, 2021, the south korean financial services commission imposed an administrative fine in the amount of $19,177 (KRW 22.5 million) on vga, in connection with one incident during 2020 in which vga sold a korean-listed security without corresponding ownership of the position, which is a practice that is prohibited under south korean law.

  8. Dec 20, 2017
    Regulatory Action: Commonwealth of Pennsylvania, Department of Banking and Securities FinalAbout an affiliate: Vanguard Advisers Inc; the full record is on the affiliate's own Form ADVSanctions: Other; Administrative assessment · Fine: $23,480 · Begun Oct 10, 2017 · Resolved Dec 20, 2017 · Consent · Docket 17-0077

    From February 2017 until December 2017, Vanguard Advisers, inc., due to administrative error, employed an investment adviser representative who, although registered as an investment adviser representative in Arizona, was not registered as an investment adviser representative in Pennsylvania.

    An administrative assessment of $23,480 was levied against vai. Payment was made January 9, 2018.

    An investment adviser representative ("IAR") changed his personal residence from Arizona to Pennsylvania. As a result of an administrative error, Vanguard Advisers, inc. did not immediately update his registration to reflect Pennsylvania as his new place of employment. Vanguard Advisers, inc. self identified the issue.

Disclosures filed elsewhere

The firm's Form ADV names these and the kind of action only; the details are on the named firm's own filing.

  • 1 regulatory action disclosure about Vanguard Advisers, Inc.
  • 1 regulatory action disclosure about Vanguard Marketing

Form ADV Item 11 and its Disclosure Reporting Pages, via the SEC record. All adviser disciplinary records.

The brochure

This firm is not required to deliver a Part 2 brochure (for example, because it advises only registered funds).

Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.