Statement on Reforming Regulation S-K

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.[1] The Commission's disclosure regime should enable a reasonable investor to separate the wheat from the chaff when reviewing periodic reports and proxy statements.

With this goal in mind, I have instructed the Division of Corporation Finance to engage in a comprehensive review of Regulation S-K. The first step in this process took place last May, when the SEC solicited public comments and held a roundtable on the executive compensation disclosure requirements contained in Item 402 of Regulation S-K.[2] We have received over 70 unique comment letters,[3] and the staff is in the process of evaluating these letters and preparing recommendations to the Commission for revisions to Item 402.

As a next step, the staff will focus on the other requirements of Regulation S-K. I welcome and encourage members of the public to provide their views on how the Commission can amend Regulation S-K, with the goal of revising the requirements to focus on eliciting disclosure of material information and avoid compelling the disclosure of immaterial information. Please submit your comments as soon as possible and by no later than April 13, 2026.

Members of the public who wish to provide their views may submit comments electronically or on paper. Please submit comments using one method only. Information that we receive will be posted on the SEC's website without change. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make publicly available. We may redact in part or withhold entirely from publication submitted material that is obscene or subject to copyright protection. All submissions should refer to File Number CLL-15, and the file number should be included on the subject line if email is used.

Electronic Comments:

Use the SEC's Internet submission form or send an email to [email protected] with "CLL-15" included in the subject line.

Paper Comments:

Send paper comments to Vanessa Countryman, Secretary, Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549-1090.