United States of America Chamber of Commerce v. Sanchez

FOR PUBLICATION UNITED STATES COURT OF APPEALS FOR THE NINTH CIRCUIT UNITED STATES OF AMERICA No. 25-5327 CHAMBER OF COMMERCE; D.C. No. CALIFORNIA CHAMBER OF 2:24-cv-00801- COMMERCE; AMERICAN FARM ODW-PVC BUREAU FEDERATION; LOS ANGELES COUNTY BUSINESS FEDERATION; CENTRAL VALLEY BUSINESS OPINION FEDERATION; WESTERN GROWERS ASSOCIATION, Plaintiffs - Appellants, v. LAUREN SANCHEZ, in her official capacity as Chair of the California Air Resources Board; STEVEN S. CLIFF, in his official capacity as the Executive Officer of the California Air Resources Board; ROB BONTA, in his official capacity as Attorney General of California, Defendants - Appellees. 2 USA CHAMBER OF COMMERCE V. SANCHEZ Appeal from the United States District Court for the Central District of California Otis D. Wright, II, District Judge, Presiding Argued and Submitted January 9, 2026 San Francisco, California Filed November 9, 2026 Before: Jacqueline H. Nguyen and Mark J. Bennett, Circuit Judges, and Kiyo A. Matsumoto, District Judge. * Opinion by Judge Nguyen; Partial Concurrence and Partial Dissent by Judge Bennett SUMMARY ** First Amendment / Preliminary Injunction The panel affirmed in part and reversed in part the district court’s denial of a preliminary injunction in a suit by several chambers of commerce and business associations (collectively, the “Chambers”) alleging that California’s Climate Corporate Data Accountability Act (SB 253) and the Climate-Related Financial Risk Act (SB 261) are facially unconstitutional under the First Amendment. * The Honorable Kiyo A. Matsumoto, United States District Judge for the Eastern District of New York, sitting by designation. ** This summary constitutes no part of the opinion of the court. It has been prepared by court staff for the convenience of the reader.  USA CHAMBER OF COMMERCE V. SANCHEZ 3 California enacted SB 253 and SB 261, which require companies to disclose information about their greenhouse gas emissions and exposure to climate-related risks, to provide investors with information relevant to capital markets, to reduce emissions, and to address misleading corporate statements concerning climate impacts, In SB 253, three categories of emissions are at issue. Scope 1 requires the covered companies to report greenhouse gas emissions from sources they directly own or control. Scope 2 requires the disclosure of emissions from the companies’ purchased energy. Scope 3 compels the reporting of indirect emissions arising across a company’s value chain, including those from its suppliers and customers. The panel affirmed the district court’s denial of a preliminary injunction as to SB 253’s Scope 1 and Scope 2 disclosure requirements. The panel held that SB 253’s Scope 1 and Scope 2 disclosures regulate commercial speech because they compel disclosure of factual information on emissions generated through the reporting entities’ own operations and bear on capital transactions. Applying intermediate scrutiny, the panel concluded that, for purposes of preliminary injunctive relief, the State demonstrated substantial interests in mitigating information asymmetries for investors and reducing emissions, as well as a likelihood that the Scope 1 and 2 disclosure requirements directly advance those interests and are no more extensive than necessary. The panel reversed the district court’s denial of a preliminary injunction as to SB 253’s Scope 3 disclosure requirement and SB 261 in its entirety. The panel held that because SB 253’s Scope 3 disclosures concern diffuse third- 4 USA CHAMBER OF COMMERCE V. SANCHEZ party conduct in the value chain, they are insufficiently tethered to the reporting entity’s own operations and capital transactions to qualify as commercial speech. As such, this provision is subject to strict scrutiny, which it fails. Because SB 253’s Scope 3 disclosure provisions are likely unconstitutional, the panel remanded to the district court to determine, in the first instance, whether those provisions are severable. Turning to SB 261, the panel held that SB 261 compels noncommercial speech by requiring covered entities to disclose, among other information, subjective ideological assessments. Applying strict scrutiny, the panel held that even assuming overcoming information asymmetries and reducing emissions are compelling state interests, SB 261 fails on tailoring grounds because the State could have employed less restrictive means to accomplish its goals. The panel held that the remaining Winter factors favor preliminary relief as to SB 253’s Scope 3 disclosure requirement and SB 261. Accordingly, the panel affirmed the district court’s denial of a preliminary injunction as to SB 253’s Scope 1 and 2 disclosures; reversed the denial of a preliminary injunction as to SB 261, and as to SB 253’s Scope 3 disclosures; and remanded for the district court to decide in the first instance whether the Scope 3 disclosures are severable. Concurring in the judgment in part and dissenting in part, Judge Bennett wrote that because the majority opinion can be read as equating investors’ interest in companies with consumers’ interest in products, and further, may open the door to compelled disclosures targeting individuals, the majority strays too far from the usual definition of  USA CHAMBER OF COMMERCE V. SANCHEZ 5 commercial speech as speech that does no more than propose a commercial transaction. He believes both SB 253 and SB 261 compel noncommercial speech and he would apply strict scrutiny to both laws. Because at this preliminary juncture it appears likely that both laws’ unconstitutional applications substantially outweigh the constitutional ones, a loss of First Amendment freedoms constitutes an irreparable injury, and the third and fourth factors— balance of equities and public interest—also favor Plaintiffs, he would reverse and remand with instructions to preliminarily enjoin both SB 253 and SB 261. COUNSEL Eugene Scalia (argued), Jonathan C. Bond, and Brian A. Richman, Gibson Dunn & Crutcher LLP, Washington, D.C.; Bradley J. Hamburger, Elizabeth Strassner, and Samuel Eckman, Gibson Dunn & Crutcher LLP, Los Angeles, California; Robert E. Dunn and Collin Vierra, Eimer Stahl LLP, Campbell, California; Kevin Palmer and Stephanie A. Maloney, Chamber of Commerce of the United States of America, Washington, D.C.; for Plaintiffs-Appellants. Caitlan L. McLoon (argued), Katherine S. Gaumond, Emily Hajarizadeh, M. Elaine Meckenstock, Dylan Redor, and Elizabeth Song, Deputy Attorneys General; Myung J. Park and Laura J. Zuckerman, Supervising Deputy Attorneys General; Annadel A. Almendras, Senior Assistant Attorney General; Rob Bonta, California Attorney General; Office of the California Attorney General, Los Angeles, California; for Defendants-Appellees. James R. Wedeking, Boyden Gray PLLC, Washington, D.C.; Cory L. Andrews, Washington Legal Foundation, 6 USA CHAMBER OF COMMERCE V. SANCHEZ Washington, D.C.; for Amicus Curiae Washington Legal Foundation. Matthew E. Miller, Foley Hoag LLP, Boston, Massachusetts, for Amicus Curiae Ceres Inc.. Chelsea Bowling and Kelsey R. Eberly, FarmSTAND, Washington, D.C., for Amicus Curiae FarmSTAND. Matthew D. Zinn and Chloe S. Lew, Shute Mihaly & Weinberger LLP, San Francisco, California, for Amicus Curiae Environmental Defense Fund. Dave E. Jones and Ted Lamm, Center for Law Energy & the Environment, Berkeley, California; David S.S. Nahmias, Seth E. Mermin, and Adam Dean, Center for Consumer Law & Economic Justice, UC Berkeley School of Law, Berkeley, California; for Amicus Curiae UC Berkeley Center for Consumer Law & Economic Justice. OPINION NGUYEN, Circuit Judge: Climate change will increasingly affect human activity in the years ahead, forcing social, economic, and political systems to adapt to changing environmental conditions. In response, California seeks to require companies to disclose information about their greenhouse gas emissions and exposure to climate-related risks through two statutes: the Climate Corporate Data Accountability Act (Senate Bill 253) and the Climate-Related Financial Risk Act (Senate Bill 261). California enacted these measures to provide investors with information relevant to capital markets, to  USA CHAMBER OF COMMERCE V. SANCHEZ 7 reduce emissions, and to address misleading corporate statements concerning climate impacts. The First Amendment, however, limits the government’s ability to compel speech. Several chambers of commerce and business associations (collectively, the “Chambers”) challenged the statutes as facially unconstitutional and sought to enjoin the laws before they took effect. The district court denied their request for preliminary relief, finding that Senate Bills 253 and 261 regulate commercial speech and were therefore not subject to strict scrutiny, and that the Chambers were unlikely to succeed on the merits of their First Amendment claims. The district court also weighed the remaining Winter factors in favor of California (the “State”). See Winter v. Nat. Res. Def. Council, Inc., 555 U.S. 7, 24 (2008). We affirm in part and reverse in part. SB 253 applies to any entity doing business in California with more than $1 billion in annual revenue. Cal. Health & Safety Code § 38532(b)(2). Three categories or “scopes” of emissions are at issue. Id. § 38532(c)(1). Scope 1 requires the covered companies to report greenhouse gas emissions from sources they directly own or control. Id. § 38532(b)(3). Scope 2 requires the disclosure of emissions from the companies’ purchased energy. Id. § 38532(b)(4). Because these two provisions compel disclosure of factual information on emissions generated through the reporting entities’ own operations and bear on capital transactions, they regulate commercial speech. Applying intermediate scrutiny, we conclude that these provisions are sufficiently tailored to advance California’s substantial interests, and the remaining Winter factors favor the State. The Chambers are therefore not entitled to a preliminary injunction as to SB 253’s Scope 1 and Scope 2 disclosures. 8 USA CHAMBER OF COMMERCE V. SANCHEZ The Scope 3 disclosure requirement, however, is different. That provision compels the reporting of indirect emissions arising across a company’s value chain, including those from its suppliers and customers. Id. § 38532(b)(5). Scope 3 disclosures do not qualify as commercial speech, and the provision is therefore subject to strict scrutiny, which it fails. The district court erred in concluding otherwise. The district court similarly erred with respect to SB 261, which applies to companies with more than $500 million in annual revenue that do business in California. Cal. Health & Safety Code § 38533(a)(4). Unlike SB 253’s Scope 1 and 2 disclosure requirements, SB 261 goes far beyond compelling the reporting of factual information about the entities’ emissions. Compliance would require a reporting entity to assess and disclose climate-related financial risks, which involves predictive and normative judgments about future economic conditions and a politically fraught subject. Because SB 261 does not regulate commercial speech, it is subject to strict scrutiny, a standard which the State all but concedes it cannot satisfy. We therefore affirm the district court’s denial of a preliminary injunction as to SB 253’s Scope 1 and Scope 2 disclosure requirements. We reverse its denial of a preliminary injunction as to SB 253’s Scope 3 disclosure requirement and SB 261 in its entirety. We remand for the district court to determine in the first instance whether SB 253’s Scope 3 provision is severable.  USA CHAMBER OF COMMERCE V. SANCHEZ 9 BACKGROUND AND PROCEDURAL HISTORY I. Statutory Background A. Senate Bill 253 The Climate Corporate Data Accountability Act, S.B. 253, 2023–2024 Reg. Sess. (Cal. 2023) (codified at Cal. Health & Safety Code § 38532) (“SB 253”) directs the California Air Resources Board (“CARB”) to “develop and adopt regulations” requiring covered companies 1 to annually disclose their greenhouse gas emissions “in conformance with the Greenhouse Gas [“GHG”] protocol standards and guidance.” Id. § 38532(c)(2)(A)(ii). The GHG protocol defines three “scopes” of emissions (Scope 1, Scope 2, and Scope 3) for accounting and reporting purposes to improve transparency and clearly distinguish between direct and indirect emissions. This protocol has been widely adopted for corporate disclosures. For example, 92% of Fortune 500 companies responding to a voluntary investor-driven disclosure project adhered to the protocol in 2016, and approximately 82% of S&P 500 companies already report Scope 1 and Scope 2 figures under GHG protocol methodologies. Likewise, 82% of North American companies in the State’s dataset—spanning Forbes 2000 public companies and the hundred largest private companies—have made public “green pledges,” meaning a pledge to reduce emissions with a report of at least one emissions target. Scope 1 emissions are “all direct greenhouse gas emissions that stem from sources that a reporting entity owns or directly controls,” including fuel combustion activities. 1 A recent report estimated that SB 253 would apply to approximately 1,971 companies. 10 USA CHAMBER OF COMMERCE V. SANCHEZ Id. § 38532(b)(3). Scope 2 emissions are “indirect greenhouse gas emissions” derived from purchased or acquired electricity, steam, heating, or cooling. Id. § 38532(b)(4). Scope 3 emissions are “indirect upstream and downstream greenhouse gas emissions” from sources that the reporting entity “does not own or directly control,” including purchased goods and services, business travel, employee commutes, and the processing and use of sold products. Id. § 38532(b)(5). Scope 3 emissions may be calculated either through the collection of primary data, such as from suppliers, or estimated using “secondary data sources,” including industry averages, proxy data, and other generic data. Id. § 38532(c)(2)(A)(ii). SB 253 does not require reporting of Scope 4 (avoided) emissions. Id. § 38532(c)(6). The statute also directs CARB to adopt regulations that minimize duplicative reporting by allowing entities to submit reports prepared to satisfy other national or international disclosure requirements. Id. § 38532(c)(2)(D)(i). In addition, CARB must require third- party assurance of the quality and accuracy of reported emissions data. Id. § 38532(c)(2)(F)(i). CARB or its designee will make the disclosed emissions data publicly available through both a report and a digital platform. Id. § 38532(d)(1)–(2), (e)(1). B. Senate Bill 261 The Climate-Related Financial Risk Act, S.B. 261, 2023–2024 Reg. Sess. (Cal. 2023) (codified at Cal. Health & Safety Code § 38533) (“SB 261”) requires covered companies 2 to publish biennially on their own websites 2 SB 261 applies to approximately 2,675 companies.  USA CHAMBER OF COMMERCE V. SANCHEZ 11 “climate-related financial risk information”—information concerning the “material risk of harm to immediate and long-term financial outcomes due to physical and transition risks.” Id. § 38533(a)(2), (b)(1)(A), (c)(1). Covered companies must report (1) their climate-related financial risks in accordance with the framework established in the Final Report of Recommendations of the Task Force on Climate-related Financial Disclosures (June 2017) (the “TCFD Framework”), and (2) the measures they have adopted to reduce and adapt to those risks. Id. § 38533(b)(1)(A)(i)–(ii). The TCFD Framework organizes disclosure into four categories—governance, strategy, risk management, and metrics-and-targets. Under the governance category, companies disclose their governance structures for addressing “climate-related risks and opportunities.” The strategy category requires the disclosure of “the actual and potential impacts of climate-related risks and opportunities on the organization’s businesses, strategy, and financial planning where such information is material.” The risk- management category addresses how a company identifies, assesses, and manages climate-related risk. And the metrics- and-targets category requires disclosure of the metrics and targets used to assess and manage relevant climate-related risks and opportunities “where such information is material.” SB 261’s required disclosures are “focused on a company’s actual or planned activities.” A company that does not evaluate climate-related risks may disclose that it has no governance, strategy, risk-management processes, or metrics addressing such risks, and may describe any plans to evaluate them. A company may disclose that it has assessed climate-related risks and determined that it faces none. 12 USA CHAMBER OF COMMERCE V. SANCHEZ II. Procedural History On October 7, 2023, Governor Gavin Newsom signed Senate Bills 253 and 261 into law. In January 2025, the Chambers filed suit against California, alleging that SB 253 and SB 261 are facially unconstitutional under the First Amendment. 3 The Chambers sought to enjoin both laws on First Amendment grounds, arguing that the statutes compel noncommercial speech and fail strict scrutiny. The district court denied the Chambers’ motion for preliminary injunction. It held that SB 253 and 261 regulate commercial speech and, accordingly, are not subject to strict scrutiny review. The court applied intermediate scrutiny to SB 261, reasoning that its disclosures require companies to assess “the effect of current and future events on a company” and therefore involve subjective and predictive judgments. The district court found that SB 261 satisfies intermediate scrutiny because the required disclosures advance California’s objective of providing investors with information needed “to make informed judgments about the impact of climate-related risks on their economic choices.” By contrast, the court concluded that the more deferential Zauderer review applied to SB 253 because the statute requires disclosure of “purely factual and uncontroversial information.” See Nat’l Inst. of Fam. & Life Advocs. v. Becerra (NIFLA), 585 U.S. 755, 768 (2018); Zauderer v. Off. of Disciplinary Couns., 471 U.S. 626 (1985). Applying Zauderer review, the district court concluded that SB 253’s disclosure requirements are 3 The Chambers also raise non-First Amendment claims, which are not at issue in this appeal.  USA CHAMBER OF COMMERCE V. SANCHEZ 13 reasonably related to California’s substantial interests in providing investors with reliable information to make informed economic choices and reducing emissions. Accordingly, the district court concluded that neither statute violates the First Amendment. The district court therefore found that the Chambers had not shown a likelihood of success on the merits of their First Amendment claims and denied the motion for preliminary injunction. The court further concluded that the Chambers failed to show likely irreparable harm or that either the balance of hardships or public interest favored them. On November 18, 2025, we enjoined the enforcement of SB 261 pending appeal, but we denied the Chambers’ motion for a similar injunction as to SB 253. JURISDICTION AND STANDARD OF REVIEW We have jurisdiction over appeals of interlocutory orders denying injunctions under 28 U.S.C. § 1292(a)(1). “We review the grant or denial of a preliminary injunction for abuse of discretion.” Am. Trucking Ass’ns v. City of Los Angeles, 559 F.3d 1046, 1052 (9th Cir. 2009). Under this standard, “[l]egal conclusions are reviewed de novo while factual findings are reviewed for clear error.” Washington v. Trump, 145 F.4th 1013, 1022 (9th Cir. 2025). Our review is narrow: we will reverse the district court only “when its application of the standard is ‘illogical, implausible, or without support in inferences that may be drawn from the record.’” Doe v. Kelly, 878 F.3d 710, 719 (9th Cir. 2017) (quoting United States v. Hinkson, 585 F.3d 1247, 1262 (9th Cir. 2009) (en banc)). In First Amendment cases, however, we “make an independent examination of the whole record in order to make sure that the judgment does not constitute a forbidden intrusion on the field of free expression.” Thunder 14 USA CHAMBER OF COMMERCE V. SANCHEZ Studios, Inc. v. Kazal, 13 F.4th 736, 742 (9th Cir. 2021) (quoting Bose Corp. v. Consumers Union of U.S., Inc., 466 U.S. 485, 499 (1984)). “A preliminary injunction is an extraordinary remedy never awarded as of right.” Winter, 555 U.S. at 24. Plaintiffs seeking such relief must show that (1) they are likely to succeed on the merits, (2) they are likely to suffer irreparable harm absent an injunction, (3) the balance of equities tips in their favor, and (4) an injunction is in the public interest. Id. at 20. Injunctive relief “may only be awarded upon a clear showing that the plaintiff is entitled to such relief.” Id. at 22. DISCUSSION “As a general matter, a content-based regulation is presumptively unconstitutional and may be justified only if the government proves that [it is] narrowly tailored to serve compelling state interests.” X Corp. v. Bonta, 116 F.4th 888, 899–900 (9th Cir. 2024) (quoting NIFLA, 585 U.S. at 766). Strict scrutiny applies because “[w]hen a state compels individuals to speak a particular message, the state alters the content of their speech, and engages in content-based regulation.” Id. at 900 (simplified). The analysis differs, however, when the compelled speech at issue is commercial in nature. See Pharm. Rsch. & Mfrs. of Am. v. Stolfi, 153 F.4th 795, 814–22 (9th Cir. 2025). “Commercial speech is generally subject to intermediate scrutiny.” X Corp., 116 F.4th at 900; see also Cent. Hudson Gas & Elec. Corp. v. Pub. Serv. Comm’n, 447 U.S. 557, 564 (1980). And when compelled commercial speech is “purely factual and uncontroversial” and neither unjustified nor unduly burdensome, NIFLA, 585 U.S. at 768, the even more deferential Zauderer standard applies, Zauderer, 471 U.S. at 651. Such review is “akin to a rational  USA CHAMBER OF COMMERCE V. SANCHEZ 15 basis test.” Nat’l Ass’n of Wheat Growers v. Bonta, 85 F.4th 1263, 1266 (9th Cir. 2023). Although SB 253 and SB 261 both require climate- related disclosures, they compel different types of speech and therefore implicate different levels of First Amendment scrutiny. We address each below. I. Likelihood of Success on the Merits A. SB 253 SB 253’s Scope 1 and 2 disclosure requirements regulate commercial speech and withstand First Amendment scrutiny. The statute’s Scope 3 requirement, however, neither regulates commercial speech nor survives review. 1. SB 253’s Scope 1 and 2 Disclosure Requirements Regulate Commercial Speech “Because of the difficulty of drawing clear lines between commercial and non-commercial speech, the Supreme Court in Bolger outlined three factors to consider.” Ariix, LLC v. NutriSearch Corp., 985 F.3d 1107, 1115 (9th Cir. 2021); see Bolger v. Young Drug Prods. Corp., 463 U.S. 60, 66–67 (1983). “Where the facts present a close question, ‘strong support’ that the speech should be characterized as commercial speech is found where [1] the speech is an advertisement, [2] the speech refers to a particular product, and [3] the speaker has an economic motivation.” Hunt v. City of Los Angeles, 638 F.3d 703, 715 (9th Cir. 2011) (citing Bolger, 463 U.S. at 66–67). These “Bolger factors” serve as useful guideposts but are not dispositive. Compare First Resort, Inc. v. Herrera, 860 F.3d 1263, 1272 (9th Cir. 2017) (“[E]ach characteristic need not ‘necessarily be present in order for speech to be commercial.’” (quoting Bolger, 463 U.S. at 67 n.14)), with X Corp., 116 F.4th at 901 16 USA CHAMBER OF COMMERCE V. SANCHEZ (holding compelled disclosure was not commercial speech where it “fail[ed] to satisfy at least two of the three Bolger factors”). Courts “try to give effect to a common-sense distinction between commercial speech and other varieties of speech.” Stolfi, 153 F.4th at 820 (quoting X Corp., 116 F.4th at 900). Consistent with this approach, we have characterized speech as commercial “even if not a clear fit” with the Bolger framework “where the speech nonetheless ‘communicates the terms of an actual or potential [commercial] transaction.’” Id. (alteration in original) (quoting X Corp., 116 F.4th at 901). Our recent decision in Stolfi is instructive. There, we concluded that a law requiring prescription drug manufacturers to disclose information such as current and historical drug prices, generic alternatives, sales revenue, and factors contributing to drug prices regulated commercial speech. Id. at 821–25. Much of the information, we explained, consisted of “basic marketing information that manufacturers already disclose to the federal government and/or the public.” Id. at 821. And the remaining disclosures—including manufacturing costs, factors contributing to price increases, and profit information— were “no less tethered to commercial transactions.” Id. at 821–22. Here, SB 253 compels reporting entities to disclose numerical emissions data—calculated using standardized methodologies—to a government entity, either CARB or a designated emissions reporting organization. Cal. Health & Safety Code § 38532(c)(1). Scope 1 disclosures cover direct GHG emissions from sources that a covered company owns or directly controls—principally, “emissions resulting from  USA CHAMBER OF COMMERCE V. SANCHEZ 17 the burning or use of fossil fuels.” Id. § 38522(b)(3). Scope 2 disclosures cover GHG emissions from purchased energy consumed in the company’s operations. Id. § 38522(b)(4). Both categories provide parties to actual or potential commercial transactions with pertinent factual information about a regulated entity’s operations—namely, how much emissions it emits from its sale of products or provision of services, whether from sources it owns or directly controls or from its use of energy. Purchases of stock or other investment products, as well as issuances of debt or insurance policies, are commercial transactions. The record shows that carbon emissions expose firms to greater risk, and that markets penalize higher-emitting firms. Emissions data thus bear directly on a business’s ability to raise capital and its overall profitability—information that investors, insurers, and other capital-market participants use to decide whether to transact and on what terms. In that respect, emissions disclosures function like product warnings in capital markets: higher emissions may signal a greater risk of diminished returns. We conclude therefore that these disclosures communicate “the terms of an actual or potential commercial transaction.” Stolfi, 153 F.4th at 820 (simplified). The Scope 1 and 2 emissions are sufficiently tethered to the reporting entity’s own commercial operations and capital transactions—much like the drug-pricing disclosures in Stolfi were tied to pharmaceutical transactions. See id. at 821–22; see also Pharm. Care Mgmt. Ass’n v. Rowe, 429 F.3d 294, 309–10 (1st Cir. 2005) (applying commercial speech doctrine to disclosures requiring pharmacy benefit managers to disclose conflicts of interest). 18 USA CHAMBER OF COMMERCE V. SANCHEZ The Chambers urge us to apply the Bolger factors more strictly and to define commercial speech narrowly as speech that “does no more than propose a commercial transaction.” X Corp., 116 F.4th at 900 (quoting United States v. United Foods, Inc., 533 U.S. 405, 409 (2001)). But our precedent calls for a more flexible approach, at least in the government reporting context. See Stolfi, 153 F.4th at 811–16 (discussing the inapplicability of the Bolger factors in the government reporting context); see also First Resort, 860 F.3d at 1272 (“Our commercial speech ‘analysis is fact- driven, due to the inherent difficulty of drawing bright lines that will clearly cabin commercial speech in a distinct category.’” (quoting Greater Balt. Ctr. for Pregnancy Concerns, Inc. v. Mayor & City Council of Balt., 721 F.3d 264, 284 (4th Cir. 2013))). “[S]peech that does not propose a commercial transaction on its face can still be commercial speech.” Ariix, 985 F.3d at 1115. We have repeatedly “applied the commercial speech doctrine [to compelled disclosures] because they . . . provided parties to ‘actual or potential’ commercial transactions with information about those transactions.” Stolfi, 153 F.4th at 821. For example, we have applied the commercial speech doctrine to regulations requiring landlords to provide disclosures to tenants’ rights organizations before initiating buyout negotiations, San Francisco Apartment Ass’n v. San Francisco, 881 F.3d 1169, 1176–78 (9th Cir. 2018); retailers to provide warnings regarding federal radio-frequency radiation exposure guidelines for cell phone users, CTIA-The Wireless Ass’n v. City of Berkeley, 928 F.3d 832, 841–42 (9th Cir. 2019); and municipal storm sewer operators to educate the public about the dangers of improper waste disposal, Env’t Def. Ctr., Inc. v. EPA, 344 F.3d 832, 849 (9th Cir. 2003). Accordingly,  USA CHAMBER OF COMMERCE V. SANCHEZ 19 although compelled disclosures such as these typically do not, in and of themselves, “propose a commercial transaction,” that does not render them noncommercial. Nor does the firm-level nature of the Scope 1 and 2 data alter the analysis. In capital markets, the relevant product is the security or financial instrument itself—an interest in the firm as a whole. Firm-level information is therefore pertinent to the value of that transaction. Cf. Bolger, 463 U.S. at 67 n.14 (“[W]e express no opinion as to whether reference to any particular product or service is a necessary element of commercial speech.”) (emphasis added). And as we observed in Stolfi, “statutes and regulations that require regulated entities and individuals to report information to a government agency are a common feature of modern government.” 153 F.4th at 809–10. Factual disclosure mandates have long pervaded tax, securities, environmental, and public health regulation. See id.; Annie Brett, Rethinking Environmental Disclosure, 112 CAL. L. REV. 1535, 1542–43 (2024) (tracing information-forcing measures to early common law). They often serve as a “lighter-touch” regulatory tool, promoting market transparency and democratic accountability without imposing direct substantive commands. See Amanda Shanor, The New Lochner, 2016 WIS. L. REV. 133, 165–67 (2016); Paula J. Dalley, The Use and Misuse of Disclosure as a Regulatory System, 34 FLA. ST. U. L. REV. 1089, 1092 (2007). Applying strict scrutiny to compelled factual disclosures like those required by SB 253’s Scope 1 and 2 provisions merely because they do not fit neatly within Bolger or themselves propose a commercial transaction would jeopardize broad areas of ordinary regulation and impede the 20 USA CHAMBER OF COMMERCE V. SANCHEZ flow of information that supports economic decision-making and democratic self-governance. 4 See Virginia State Bd. of Pharmacy v. Virginia Citizens Consumer Council, 425 U.S. 748, 765 (1976); Rowe, 429 F.3d at 316 (Boudin, C.J., concurring) (noting the existence of “literally thousands” of routine disclosure regulations and rejecting the premise that each requires extensive First Amendment analysis). The Chambers also contend that the Scope 1 and 2 requirements compel “politically fraught” ideological expression and therefore fall outside the commercial speech doctrine. Stolfi, 153 F.4th at 823. In two recent cases, we applied strict scrutiny to evaluate compelled disclosures. In NetChoice, we considered a California law requiring online businesses to identify, for each offered online service, product, or feature likely to be accessed by children, any risk of material detriment arising from their data-management 4 Our dissenting colleague would require an exacting Bolger fit, arguing that compelled factual disclosures can generally survive only when “a direct connection between the speech compelled and a particular product or service” exists. Dissent at 69. Against the weight of authority instructing us to apply the Bolger test flexibly, the dissent’s test introduces a brightline “specific-product rule”: both SB 253 and 261 fail because they do not inform “market participants about a specific product.” Dissent at 70 (emphasis in original). The dissent’s approach might therefore uphold a law requiring a company to disclose on each product label the total GHG emissions generated in connection with that specific product. But the same test might strike down a law compelling the same company to disclose the simple sum of those same numbers, because that firm-wide data is too untethered from a specific product. No doubt, the former informs purchasers about the climate impact of a specific product. But the latter likewise elucidates the company’s firm- wide climate risk, thus directly informing particular capital-market transactions. The dissent’s test therefore introduces a distinction without much difference—while calling into question the legality of many routine firm-level regulations.  USA CHAMBER OF COMMERCE V. SANCHEZ 21 practices, and to assess harm-related factors before offering new services. NetChoice, LLC v. Bonta, 113 F.4th 1101, 1116 (9th Cir. 2024). We classified the compelled disclosures as noncommercial and applied strict scrutiny because the law effectively “deputize[d] covered businesses into serving as censors for the [s]tate,” requiring them to “opine on potential speech-based harms to children . . . disconnected from any economic transaction.” Id. at 1118– 20. Similarly, in X Corp., we applied strict scrutiny to legislation requiring social media companies to convey their policy views on politically fraught topics—hate speech, racism, misinformation, and radicalization—and to explain how they applied those policies. 116 F.4th at 901–02. The statute did not regulate commercial speech because it compelled companies “to recast [their] content-moderation practices in language prescribed by the [s]tate” and to opine on “whether and how certain controversial categories of content should be moderated.” Id. at 901. Importantly, we distinguished the mandated disclosures from laws requiring platforms to disclose their existing terms of service and content-moderation practices without compelling them to express views on controversial topics like hate speech or racism. Id. at 901, 903. As we later explained in Stolfi, “our application of strict scrutiny [in NetChoice and X Corp.] ultimately turned on the subjective and political or ideological nature of the information that the regulations required.” 153 F.4th at 818. “Specifically, in both cases, we concluded that the government reporting requirement at issue forced regulated entities to opine on fraught political issues, such as what online content is ‘harmful to children’ or what content constitutes ‘hate speech or racism.’” Id. Because the laws 22 USA CHAMBER OF COMMERCE V. SANCHEZ required speakers to disseminate ideological messages, strict scrutiny applied. Id. By contrast, the Oregon reporting law in Stolfi did not compel ideological speech and therefore did not trigger strict scrutiny. Id. at 819. The reporting requirements here fall on the Stolfi side of the line. The compelled Scope 1 and 2 disclosures concern only factual information—emissions data reported using standardized measurement protocols the industry has long employed. See Cal. Health & Safety Code § 38532(c)(2)(A)(ii) (adopting GHG Protocol standards). They do not compel companies “to express any . . . normative view” about their emissions, or “to define” their emissions “in value-laden, state-prescribed language.” Stolfi, 153 F.4th at 823. No reporting entity is required to attribute culpability, assign moral significance to its emissions, or endorse the State’s climate-policy positions.5 And companies remain free to contextualize disclosures, 5 The dissent warns that the majority opens the door to never-ending compelled disclosures, including those targeting individuals, invoking hypotheticals about abortion, political affiliation, and immigration enforcement. See Dissent at 44–46. The dissent’s hypotheticals invoke undeniably controversial political topics and introduce questions we have not been asked to—and do not—decide. On the fact-specific inquiry of this case, the disclosures we uphold are non-controversial, factual reporting of industry-accepted, standardized emissions data. That is both a natural application of our precedent, Stolfi, 153 F.4th at 822–24, and fundamentally inapposite to the dissent’s cautionary scenarios. We note, however, that the dissent’s own test fails to assuage the very warnings it advances. The dissent’s approach might strike down a law requiring a company to disclose the number of noncitizens it employs. But the same test could uphold a law mandating the same company disclose on each product label the number of noncitizens employed in connection with that specific product. See supra, fn. 4.  USA CHAMBER OF COMMERCE V. SANCHEZ 23 dispute their significance, provide explanatory commentary, or publicize offsetting emissions calculations. Reporting entities must report, “as a matter of historical fact,” the quantity of emissions associated with their operations, not a viewpoint. Id. at 824. The Chambers’ reliance on National Association of Manufacturers v. SEC (“NAMF II”), 800 F.3d 518 (D.C. Cir. 2015), is misplaced. There, diamond sellers were required to label their diamonds as either “conflict free” or “not conflict free,” thereby compelling them to convey the morally charged message that their products were “ethically tainted,” even if they disputed that characterization. Id. at 530. By contrast, SB 253 does not require a company to characterize itself as part of the climate solution or a contributor to its degradation. The statute requires companies to report emissions data about their operations. That is a factual disclosure, not a moral one. See, e.g., Env’t Def. Ctr., 344 F.3d at 850 (holding that informing the public about safe toxin disposal was “non-ideological” and compelled no “affirmation of belief”) (quoting PruneYard Shopping Ctr. v. Robins, 447 U.S. 74, 88 (1980)); Md. Shall Issue, Inc. v. Anne Arundel County, 91 F.4th 238, 246–48 (4th Cir. 2024) (treating a firearm-safety advisory as factual commercial speech and rejecting the argument that it conveyed an ideological message that firearms cause suicide). Nor does commercial speech lose its commercial character simply because it “can be tied in some way to a controversial issue.” CTIA, 928 F.3d at 845. Speech may remain commercial “notwithstanding the fact that [it] contain[s] discussions of important public issues.” Bd. of Trs. v.