SEC Outlines 2026 Disclosure Reform Priorities
Through recent speeches and other public statements, Chairman Paul Atkins of the Securities and Exchange Commission (the "SEC") and Director James Moloney of the Division of Corporation Finance reiterated that significant disclosure reforms are on the horizon, as the SEC seeks to facilitate capital formation by eliminating requirements that burden public companies without providing meaningful benefits to investors.
In a statement published February 13, 2026, Director Moloney confirmed that the SEC is moving quickly to advance rulemaking supporting Chairman Atkins' goals of protecting investors, reducing barriers to going public, and simplifying rules to encourage companies to stay public. Of note, Director Moloney's statement addressed:
- Request for Comment on Regulations S-K and S-X. In January, Chairman Atkins announced that the SEC is soliciting public comment on the reform of Regulation S-K, the primary regulation setting forth non-financial reporting requirements for public companies. Director Moloney clarified that the SEC is most interested in specific, concrete recommendations to reduce immaterial disclosures. He encouraged respondents to "mark up" the regulation's text and to submit any data regarding the cost of compliance. Director Moloney also extended the invitation to comment to Regulation S-X, which prescribes the form and content of financial statements filed with the SEC.
- Proposed Shift to Semi-Annual Reporting. The SEC continues to consider President Trump's directive regarding shifting mandated periodic reporting from quarterly to semi-annual, suggesting that formal rulemaking is forthcoming. Furthermore, the Director appeared to favor a flexible regulatory approach, acknowledging that semi-annual reporting may be appropriate for some companies, while quarterly reporting may remain preferable for others.
- Paused Review of Shareholder Proposals. Director Moloney provided an update on the shareholder proposal review process, as the work of that task force remains paused due to resource constraints as indicated in November 2025. To date, the SEC has received approximately 160 no-objection letter requests. Rule 14a-8 remains on the SEC's agenda for proposed rulemaking.
- Rulemaking for FPIs and Section 16(a). Although the Holding Foreign Insiders Accountable Act goes into effect on March 18, 2026, the SEC plans to release rule recommendations addressing Section 16(a) reporting obligations of officers and directors of foreign private issuers. For further guidance, see our Commentary issued in December 2025.
On the heels of Director Moloney's statement, on February 17, 2026, both Chairman Atkins and Director Moloney reiterated these goals in remarks at the Texas A&M Corporate Governance Symposium, each arguing that the SEC's disclosure framework should reflect the minimum effective dose of regulation that is grounded in financial materiality and tailored to company size and maturity.
Chairman Atkins and Director Moloney also criticized disclosure mandates that effectively pressure companies into adopting specific governance practices ("regulation by shaming"). They called for rethinking risk-factor disclosures, which they believe have become excessively long and defensive, suggesting possible solutions such as standardized baseline risks or liability safe harbors to encourage more concise, decision-useful disclosures. Finally, Director Moloney suggested that the SEC is interested in exploring changes to the U.S. public offering framework that focused on registration of companies as opposed to individual securities offerings.
Both Chairman Atkins and Director Moloney's statements underscore the SEC's interest in furthering meaningful regulatory reforms, as well as in receiving input from companies, investors, and other market participants as it evaluates possible changes.
