On January 13, 2026, the United States Securities and Exchange Commission (SEC) announced plans to conduct a comprehensive review of Regulation S-K, the central framework governing non-financial statement disclosure requirements for public companies. In a statement, SEC Chairman Paul S. Atkins emphasized that the current breadth of Regulation S-K has resulted in disclosures that often include significant amounts of immaterial information, which may obscure material facts relevant to investor decision-making.
The review, which will be led by the Division of Corporation Finance, aims to refocus Regulation S-K on eliciting information that a reasonable investor would consider important for investment or voting decisions, thereby improving the clarity and utility of SEC filings such as periodic reports and proxy statements. The review builds on the SEC’s request for public comments in connection with its review of the SEC’s executive compensation disclosure rules under Item 402 of Regulation S-K following its May 2025 roundtable (described here), which resulted in the receipt of over 70 unique comment letters.
As the next phase, the SEC will expand its review to other disclosure requirements within Regulation S-K and is soliciting further public comments on how Regulation S-K can be amended to prioritize material information and avoid the inclusion of immaterial disclosures.
Comments may be submitted electronically or by paper, with a deadline of April 13, 2026.
To submit comments electronically, use the SEC’s Internet submission form or send an email to rule-comments@sec.gov with “CLL-15” included in the subject line.
Paper comments may be submitted to Vanessa Countryman, Secretary, Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549-1090.
All submissions will be made publicly available on the SEC’s website here.
[View source.]
