SEC Chairman Atkins Signals Regulation S-K Overhaul
The U.S. Securities and Exchange Commission ("SEC") will accept comments suggesting specific reforms to Regulation S-K's disclosure requirements until April 13, 2026.
On January 13, 2026, SEC Chairman Paul Atkins announced that the SEC will undertake a wholesale review of Regulation S-K, the core disclosure framework governing public company reporting under U.S. federal securities laws. The SEC is soliciting public comment on ideas for reform across Regulation S-K.
Why This Matters to Public Companies
Regulation S‑K drives the structure and content of annual, quarterly, and transactional disclosures. Chairman Atkins emphasized that Regulation S-K's requirements have grown "to the size of an artificial-intelligence data center" over the past 40 years, "burying shareholders in an avalanche of immaterial information." This announcement signals that substantive reforms are likely, and the SEC is expressly seeking input on where and how disclosures can be better calibrated to address materiality.
Scope of Comments
The SEC is inviting recommendations on any aspect of Regulation S-K other than the executive compensation disclosure requirements covered by Item 402, which were the topic of a comment period and SEC roundtable in June 2025 (see the comment letter submitted by Jones Day here). Commenters may consider addressing areas where the requirements of Regulation S-K:
- are duplicative, overly prescriptive, or not material;
- have become outdated;
- create disproportionate compliance burdens relative to investor-protection benefits; or
- are redundant and could be condensed or cross-referenced.
When considering comments, we suggest that companies create an inventory of burdensome disclosure requirements based on past disclosures and investor feedback, and provide concrete examples of issues encountered, as well as specific reforms.
Key Dates and Process
Comments must be submitted to the SEC by April 13, 2026, and will be publicly available on the SEC's website. Following the comment period, the Division of Corporation Finance will use the feedback to inform proposed rulemaking to modernize Regulation S‑K, furthering its September 2025 Reg Flex Agenda.
This SEC announcement provides a unique opportunity to relay comments on Regulation S-K, and we expect robust engagement. Companies considering submitting letters, either directly or through outside counsel, should begin gathering internal data now.
