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As issuers prepare for the upcoming annual reporting and proxy season, we share here highlights of significant actions from 2025 and regulatory considerations for the 2026 annual reporting season.
Although there were no significant changes to the SEC's disclosure rules in 2025, the past year marked a reset in federal regulatory priorities. Under the new administration, the SEC withdrew a significant number of proposed rules and signaled new areas of focus, including oversight of emerging financial technology and reworking of executive compensation rules. Across federal agencies, policy shifts and leadership changes have created operational uncertainty, particularly for life sciences companies monitoring direction at FDA, while parallel state activity, including California's mandatory climate disclosure program, advanced on a separate track. Executive actions affecting DEI, proxy advisor policies, and AI-related claims further shaped the compliance landscape throughout the year.
Looking to 2026, public companies should plan for continued policy volatility and uneven requirements across jurisdictions. We expect that divergence between state and federal requirements, fast-moving guidance on AI and data practices, and sector-specific oversight (including life sciences and fintech) will heighten disclosure, control, and governance risks. With the SEC's focus on principles-based disclosures, companies need to consider how these items have impacted or may impact business model, operations, and financial results in order to prepare appropriate disclosures that will help investors understand these impacts and make informed investment decisions.
Updating Risk Factors and MD&A in 2026
As in past years, updating risk factors and Management's Discussion and Analysis (MD&A) in the Annual Report on Form 10-K is a top priority for management to provide context to financial results and explain trends, uncertainties, and future outlook in a company-specific manner. As Mintz highlighted last year, companies should continue to consider how risks and trends related to cybersecurity, China-related operations and supply chains, FDA developments, inflation and macro economic market conditions, and geopolitical developments, including continued conflicts around the world, have impacted and may continue to impact your business. In addition, other areas of focus continue to evolve. This past year many companies have experienced impacts from macroeconomic trends such as tariffs and artificial intelligence (AI) proliferation, and disclosures should address how such policies and trends affected cash flow, supply chains, and pricing.
Artificial Intelligence (AI)
Most large public companies now list AI as a material risk, reflecting how widely the technology is being used. Common risks include cybersecurity, as AI can create new vulnerabilities and give attackers better tools; reputational risks from service outages or the mishandling of private data; and regulatory risks from the use of AI. Companies may also be subject to competitive risks for failure to use AI effectively. At the same time, companies should avoid making unproven claims about AI and machine learning technology. Boards and management must verify that all claims about the company's AI capabilities and benefits are accurate and supported by facts.
Tariffs
The Trump administration's tariff and other trade policies have impacted many businesses. These policies have also shifted and changed quickly, creating unpredictability in some businesses. Companies need to fully disclose the impact these policies have had on their business and how the company has responded to the policies through changes in their markets, supply chains, or otherwise, as well as the impact the current policies and potential changes are expected to have on their business.
ESG / DEI Matters
While the SEC's and many investors' priorities are changing, others remain focused on environmental, social, and governance (ESG) and diversity, equity, and inclusion (DEI) matters. Companies will need to navigate investor expectations and government input as they refine their policies in these areas and disclose the changes and the impact they may have on their business.
SEC Expectations and Rulemaking Outlook for 2026
SEC Rulemaking in 2026
The coming year is poised to be a transitional rulemaking year at the SEC marked by a focus on new, more principles based, materiality-centered proposals aimed at simplifying disclosure and facilitating capital formation. The SEC's Spring 2025 Regulatory Agenda signaled a shift under current SEC leadership, with many legacy proposals withdrawn and a new set of pre-rule and proposed-stage items slated for action in 2026. Taken together, the proposed items aim to simplify offering mechanics, reduce duplicative or immaterial disclosure detail, and ease capital markets entry for smaller and newly public issuers.
Multiple items are planned for proposal or re-proposal in 2026, including rationalization of disclosure practices; shelf registration modernization; updates to the exempt offering framework; enhancement of emerging growth company accommodations and filer status simplification; Rule 144 modernization; and crypto-related framework items (including market structure elements designed to clarify the treatment of crypto assets within existing securities law constructs).
Executive Compensation Disclosure
Public remarks and SEC activity suggest that the SEC will begin rulemaking to modernize executive compensation disclosure in Regulation S-K Item 402, with a principles-based tilt: streamlining immaterial narrative, clarifying the link between intended pay and realized outcomes, and scaling requirements for smaller and newly public issuers. In June 2025, the SEC convened a roundtable to evaluate the effectiveness of current executive compensation disclosure requirements. Opening remarks by Chairman Paul Atkins and Commissioners Peirce, Crenshaw, and Uyeda set the stage for a critical examination of the existing regime, with Chairman Atkins describing the current landscape as a "Frankenstein patchwork" of rules that has become increasingly complex and costly. Commissioner Peirce highlighted that this complexity not only burdens companies financially but may also unintentionally distort compensation practices, such as discouraging legitimate safety arrangements for executives to avoid triggering perquisite disclosures. Following the roundtable, the SEC's Spring 2025 Regulatory Agenda signaled that the SEC is moving from the evaluation phase to active rulemaking, listing April 2026 as the target date for publishing new proposals. Any proposal in 2026 would position final rules for late 2026 or 2027, with effective dates likely extending into the 2027 proxy cycle.
Impact of Government Shutdown
While the longest government shutdown in US history is over, its lingering effects continue even as core functions have largely been maintained. The SEC reported that during the shutdown, issuers filed over 900 registration statements with the SEC. Despite this massive backlog, the SEC is still generally adhering to its typical timing of 27 to 30 days for initial reviews. However, to the extent companies and practitioners are seeking nuanced or informal guidance, these requests will likely be delayed. Companies should also consider to what extent the prolonged closure or limited operations of other government agencies has affected or may affect their business or results of operations.
Quarterly Reporting
In September 2025, President Trump reiterated his position that US reporting companies should only have to report earnings every six months instead of on a quarterly basis. These statements are consistent with the SEC's request in 2018 for public comment on ways the SEC might "enhance, or at a minimum maintain, the investor protection attributes of periodic disclosures while reducing the administrative and other burdens on reporting companies associated with quarterly reporting." Shifting US public companies from quarterly to semiannual earnings reporting could reduce several well recognized costs and distortions. Fewer reporting cycles would likely ease the compliance burden on issuers, particularly smaller companies, for whom the preparation, review, and filing of Form 10-Q reports is resource-intensive. Management teams might also gain more time and flexibility to focus on long-term strategy, capital allocation, and operational improvements rather than continually preparing for the next earnings release. Many proponents argue that less frequent reporting could help curb the short-termism sometimes fueled by quarterly earnings pressures and the market's fixation on meeting or beating estimates.
However, moving to twice-yearly reporting also presents meaningful risks. Quarterly filings serve as a key transparency mechanism for investors by providing timely insight into financial performance, liquidity, risks, and business trends; reducing that cadence could widen information gaps, increase uncertainty, and potentially heighten volatility around the fewer, more consequential release dates. Moreover, in fast-moving industries or during periods of economic instability, semiannual reporting could delay the public's ability to detect emerging issues, such as deteriorating financial conditions, compliance problems, or material risks, which could undermine market integrity and investor protection. From a securities liability perspective, quarterly reports are also a regular opportunity to disclose new risks and developments. Without regular quarterly reporting, companies may have to consider one-off or off-cycle disclosures to ensure that developments and new risks are appropriately disclosed in a timely manner to avoid the potential liability of retaining material (or potentially material) information from the market and to open trading windows.
We expect that a shift away from quarterly reporting could only be implemented gradually as it would require SEC rulemaking, which is typically a multi-month or even multi-year process.
AI Policy
In 2025, the SEC also recalibrated its regulatory approach to artificial intelligence, signaling a shift away from prescriptive rulemaking in favor of existing principles. This pivot was formalized in June 2025 when the Commission withdrew 14 outstanding proposals from the prior administration, including the rule regarding "Conflicts of Interest Associated with the Use of Predictive Data Analytics by Broker-Dealers and Investment Advisers," which targeted algorithmic conflicts of interest. In subsequent remarks delivered in December 2025, Chairman Atkins emphasized his position that current materiality standards are sufficient to address risks associated with emerging technologies, cautioning against the adoption of specific disclosure mandates for each new technological development. Issuers are advised that while the immediate prospect of federal operational mandates has receded, the accuracy of AI-related disclosures remains a priority for the SEC.
Digital Asset Regulation
Throughout 2025, the SEC has signaled its interest in clarifying the regulatory framework for digital assets and promoting blockchain innovation in US financial markets.
US public companies are increasingly adopting digital asset treasury (DAT) strategies, raising significant capital through equity and debt instruments to accumulate Bitcoin, Ethereum, Solana, and other tokens as reserve assets. This shift in corporate treasury management has been accelerated by recent regulatory clarity, the growth of institutional-grade crypto infrastructure, and macroeconomic concerns such as rising sovereign debt. Institutional investors, facing compliance and operational barriers to holding digital assets directly, are turning to DAT equities for indirect exposure, further fueling expansion. Some estimate that more than 200 public companies have adopted DAT strategies. These companies are deploying sophisticated capital-markets tools, yield-enhancing trading strategies, and robust governance structures to manage risk, custody, valuation, and disclosure obligations. Boards are adding digital-asset expertise and implementing detailed investment policies, while federal regulators, including the SEC and CFTC, pursue initiatives to modernize digital asset rules and improve market supervision. In parallel, Nasdaq and NYSE continue evolving their oversight of these companies and strategies; addressing issues such as liquidity, volatility, stockholder consent, and fair-value reporting specific to DAT-heavy issuers. Much of this oversight remains informal and is conducted pursuant to public policy mandates. With heightened scrutiny of corporate disclosures and a rapidly developing policy landscape, DAT companies face increasing operational and compliance demands even as they expand their role in the digital-asset ecosystem, and should be particularly mindful of the continuing need for Nasdaq and NYSE guidance.
The SEC's interest in this area also extends to the application of blockchain technology to traditional financial assets. In December 2025, the SEC Investor Advisory Committee convened a panel discussion that covered the tokenization of equities, a process involving the development of digital tokens that represent ownership of an underlying asset. The session examined how these technologies could modernize market structure, specifically exploring how tokenization might enhance the efficiency and transparency of how public equities are issued, traded, and settled within the existing regulatory framework.
SEC Retracts from Rule 14a-8 Adjudication
In November 2025, the SEC's Division of Corporation Finance issued the "Statement Regarding the Division of Corporation Finance's Role in the Exchange Act Rule 14a-8 Process for the Current Proxy Season" outlining the role that the SEC intends to play in the Rule 14a-8 process for the 2025 – 2026 proxy season. Citing resource constraints following the recent government shutdown and a concurrent surge in transactional filings, the Division of Corporation Finance stated it will no longer provide substantive views on the vast majority of no-action requests. Instead, for most bases of exclusion, the SEC will treat the mandatory 80-day pre-filing notice as purely informational and will not respond substantively to submissions regarding companies' intent to exclude shareholder proposals other than no-action requests related to Rule 14a-8(i)(1), which permits the exclusion of proposals that are improper under state law. For all other exclusion grounds, if a company wishes to receive a response from the Division of Corporation Finance, it must include an unqualified representation as part of its notification. The representation must assert that the company has a reasonable legal basis to exclude the proposal based on Rule 14a-8, prior published guidance, or judicial decisions. In response, the Division of Corporation Finance will send a letter stating it does not object to the exclusion. This response relies solely on the company's representation, and the Division of Corporation Finance will not verify if the representation is adequate. Further, the Division of Corporation Finance will not express an opinion on the specific reasons used to justify the exclusion.
The shift places additional burdens on issuers and their counsel when making exclusion decisions. While the SEC's no objection letters may offer procedural closure, they provide no substantive legal comfort. Consequently, we advise corporate boards that excluding proposals may now carry a heightened risk of private litigation, as shareholder proponents may be emboldened to challenge exclusions in court absent a substantive SEC vetting. In this new environment, we recommend ensuring that internal documentation is as robust as possible.
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