SEC is Rethinking its Disclosure Requirements

Securities and Exchange Commission Chair Paul Atkins has announced that the Commission will undertake a comprehensive review of Regulation S-K, which contains the core public company disclosure requirements.  See Statement on Reforming Regulation S-K. In his January 13 statement, Chair Atkins said that during the past 40 years, the requirements of Regulation S-K have “grown from the size of a gym locker to the size of an artificial-intelligence data center” and that the disclosure companies provide in response “does not always reflect information that a reasonable investor would consider important in making an investment or voting decision.” 

The Regulation S-K review process in effect began in May 2025, when the SEC solicited public comments and held a roundtable on the executive compensation disclosure requirements in Item 402 of Regulation S-K.  At Chair Atkins’s direction, the staff will now focus on other aspects of the Regulation “with the goal of revising the requirements to focus on eliciting disclosure of material information and avoid compelling the disclosure of immaterial information.”  The Commission has invited comment from the public on Regulation S-K reform through April 13, 2026. Submissions will be available here on the SEC’s website.

The SEC is likely to be receptive to changes that reduce or simplify the disclosure requirements, and companies and their audit committees may want to consider submitting suggestions for Regulation S-K reform.  Comments concerning currently-required disclosures that the committee views as burdensome or duplicative, or as requiring information that is immaterial, would be of particular interest to the SEC staff.  Any specific proposals that result from the Regulation S-K review will be subject to public comment, and audit committees should stay informed of the SEC’s work on this project. 

Most public companies would of course regard disclosure simplification as a positive development.  At the same time, a reduction in required disclosures may increase the need for management and the audit committee to make difficult judgments about whether particular information is material and should be disclosed, notwithstanding the absence of a specific line-item disclosure requirement.