SEC Chair Atkins Announces Initiative to Reform Regulation S-K

On January 13, 2026, Securities and Exchange Commission (“SEC” or the “Commission”) Chairman Paul S. Atkins issued a statement announcing an initiative to reform Regulation S-K, the core disclosure framework governing non-financial information provided by public companies. The initiative signals a renewed effort by the Commission to modernize disclosure requirements, sharpen the focus on material information for investors, and reduce unnecessary complexity in public company filings. For reporting companies, the initiative signals the potential for meaningful changes to long-standing disclosure requirements and an opportunity to shape the direction of future rulemaking.

Background and Key Themes

This initiative builds on the SEC’s 2016 Concept Release on Business and Financial Disclosure Required by Regulation S-K,¹ which sought public comment on whether existing disclosure requirements continued to elicit material information in a cost-effective manner. That release was part of the SEC’s Disclosure Effectiveness Initiative and generated extensive feedback from issuers, investors, and other market participants.

Chair Atkins observed that Regulation S-K has expanded significantly since its last major reorganization in 1982. As Chair Atkins noted, Regulation S-K has grown “from the size of a gym locker to the size of an artificial-intelligence data center,” burying investors “in an avalanche of immaterial information” that neither protects investors nor facilitates capital formation. Chair Atkins emphasized that disclosure obligations should be anchored in materiality and designed to highlight, rather than obscure, information that is important to a reasonable investor.

Chair Atkins also highlighted the importance of ensuring that disclosure requirements evolve alongside changes in capital markets, business models, and investor expectations. According to the statement, the Commission intends to review Regulation S-K comprehensively, beginning with specific items such as executive compensation disclosure under Item 402, on which the SEC previously solicited input in May 2025.

Considerations for Reporting Companies and Stakeholders

In his statement, Chair Atkins expressly invites public input on potential reforms to Regulation S-K by April 13, 2026, underscoring that the Commission is at an early stage of evaluating whether and how to modernize long-standing disclosure requirements. Reporting companies and other stakeholders may submit comment letters to the Commission and engage with Commission staff (the “Staff”) as this review progresses.

Engagement is particularly important given the breadth of Regulation S-K and the likelihood that any reform effort could affect core disclosure areas that appear across annual reports, proxy statements, and registration statements. Input from issuers regarding the costs, benefits, and practical utility of existing disclosure requirements may influence both the scope of the Commission’s review and the direction of any subsequent rulemaking proposals. Unlike a typical SEC rule proposal focused on a specific topic, this broad review gives companies a rare chance to raise any concerns and suggestions about the full range of Regulation S-K’s requirements.

Reporting companies should consider whether to submit a comment letter or request meetings with the Staff to discuss specific disclosure concerns, industry-specific considerations, or priorities for reform, including areas where existing requirements may be duplicative, outdated, or insufficiently focused on material information. In preparing feedback, companies may wish to identify particular disclosure requirements that are duplicative, outdated, or not sufficiently focused on material information, and provide the SEC with concrete examples of how those requirements impose burdens without corresponding benefit to investors. Notably, the focus on executive compensation disclosure in 2025 indicates that changes to Item 402 could be among the first reforms to emerge, even as the broader Regulation S-K review continues.

For more information regarding preparation of a comment letter or assistance with outlining a strategy for constructive engagement with the Staff, please contact the authors or your Sidley relationship partner.

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¹ SEC Concept Release on Business and Financial Disclosure Required by Regulation S-K, Release No. 33-10064; 34-77599 (Apr. 13, 2016), available at https://www.sec.gov/files/rules/concept/2016/33-10064.pdf.