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On January 13, 2026, the SEC announced a significant initiative to reform Regulation S-K. In a statement issued by SEC Chairman Paul S. Atkins, Chairman Atkins observed that Regulation S-K has expanded dramatically since its adoption in 1982, often resulting in disclosures that include large amounts of information that may not be material to a reasonable investor's decision-making. Emphasizing the importance of materiality, the Chairman noted that excessive immaterial disclosure can obscure key information rather than enhance investor protection or capital formation. He noted:
Since 1982, Regulation S-K has been the Commission's central repository for filer disclosure requirements outside of the financial statements. Over the past forty-plus years, that repository has grown from the size of a gym locker to the size of an artificial-intelligence data center. Today, the disclosure that companies provide in response to the myriad requirements of Regulation S-K does not always reflect information that a reasonable investor would consider important in making an investment or voting decision. In other words, Regulation S-K currently elicits both material and a plethora of undisputably immaterial information. As Justice Thurgood Marshall suggested in his TSC Industries v. Northway opinion, burying shareholders in an avalanche of immaterial information is a result that neither protects investors nor facilitates capital formation. The Commission's disclosure regime should enable a reasonable investor to separate the wheat from the chaff when reviewing periodic reports and proxy statements.
To address these concerns, Chairman Atkins has directed the Division of Corporation Finance to undertake a comprehensive review of Regulation S-K. This effort builds on the SEC's recent review of executive compensation disclosure under Item 402, including a public comment process and roundtable discussion that generated more than 70 comment letters now under evaluation by the SEC's staff. The SEC will next examine other Regulation S-K requirements and has invited public comment on potential revisions aimed at focusing disclosures on material information and avoiding requiring the disclosure of immaterial information, with comments requested by April 13, 2026.
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