Revisiting Regulation S-K: Key Themes of Public Comments

On January 13, 2026, Chairman Paul S. Atkins issued a statement directing the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) to undertake a comprehensive review of Regulation S-K. Chairman Atkins noted that, over the past four decades, Regulation S-K has expanded significantly in scope and volume, and its disclosure requirements do not always align with the information a reasonable investor would consider material to an investment or voting decision.

Following this directive, Chairman Atkins invited members of the public to submit comments on Regulation S-K by no later than April 13, 2026, with the stated goal of refocusing the requirements on eliciting disclosure of material information and avoiding compelled disclosure of immaterial information. The SEC has received public comment letters from a broad range of market participants, including issuers, investors, trade associations, advocacy organizations, data providers, and other stakeholders. To date, the SEC has not proposed any rule amendments in response to the comment letters.

Public comment letters submitted in response to Chairman Atkins’s directive highlight a wide range of perspectives on potential updates to Regulation S-K. The themes emerging from these letters span multiple areas of the disclosure framework, including risk factors; executive compensation; disclosures related to environmental, social, and governance (ESG); structured data requirements; and considerations for smaller and industry specific registrants. A summary of these themes is set forth below.

1. Principles Based Disclosure Versus Prescriptive Disclosure 

At the heart of the Regulation S-K review lies a threshold question: Should the disclosure framework move toward a more principles-based approach or retain its current prescriptive line-item structure? The answer will shape how public companies determine what information must be disclosed to investors and how much flexibility they have in making that determination.

Some commenters advocate for grounding disclosure requirements in materiality and urge the SEC to adopt a principles-based approach that would allow companies to determine, based on their specific facts and circumstances, whether particular information is material to investors. Several commenters propose a materiality framework that would permit companies to omit otherwise-required information if it is not material. These commenters suggest that such an approach would produce more tailored, decision-useful disclosures while reducing the risk of repetitive and voluminous filings that could impair an investor’s ability to identify and assess material information.

Commenters who oppose a shift to the principles-based approach counter that increased company discretion creates a risk of under-disclosure. They emphasize that materiality should be assessed from the perspective of a reasonable investor, and they express concern that reduced prescriptiveness could diminish comparability and result in the omission of information that investors would consider important.

Several commenters support a hybrid approach, proposing the elimination of clearly immaterial or redundant disclosure requirements while maintaining specified disclosure requirements in key areas. Under this framework, a flexible, company-specific narrative would supplement mandatory core disclosures, seeking to balance comparability with company-specific relevance.

2. Specific Line-Item Recommendations 

The disclosure framework debate is also found in comments regarding specific line-item disclosure requirements under Regulation S-K, where views of commenters diverge on whether particular requirements should be reduced, eliminated, or expanded. The divide is sharpest between those advocating for a streamlined, materiality-focused disclosure framework and those emphasizing the importance of maintaining or enhancing standardized requirements to support comparability and investor protection.

Commenters Supporting Reduction of Disclosure Requirements

Many commenters advocate reducing the volume and scope of required disclosures, arguing that the accumulation of specific disclosure requirements has resulted in lengthy filings that include boilerplate and immaterial details. Common proposals include eliminating or scaling back specific line items, raising disclosure thresholds, and removing duplicative requirements across sections such as Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) and financial statements.

• Risk Factors (Item 105). Some commenters argue that the current risk factor disclosure requirement encourages lengthy boilerplate disclosure that obscures material, company-specific risks. Many attribute this to a concern over litigation risk and the absence of a safe harbor, which leads companies to include disclosure about general risks. These commenters generally support rule changes that would encourage more concise disclosure focused on material risks, which could include adopting safe harbors for omitting generic risks, eliminating the 15-page summary requirement and structural changes to reduce duplication, improving organization, and better distinguishing between ongoing and emerging risks.
• Cybersecurity (Item 106 and Form 8-K Item 1.05). Some commenters support eliminating or significantly revising the cybersecurity disclosure requirements, arguing that they overemphasize a single risk category and require disclosure of operational details inconsistent with a principles-based framework. These commenters contend that the preexisting principles-based disclosure framework (i.e., Item 8.01 of Form 8-K and periodic reporting requirements) is sufficient to capture material cybersecurity risks and incidents. Several suggested eliminating Item 1.05 of Form 8-K and the four-business-day reporting requirement.
• Executive Compensation (Item 402). Commenters generally favor targeted reforms to the executive compensation disclosure requirements. Suggested amendments include eliminating the CEO pay ratio disclosure requirement, simplifying the pay-versus-performance disclosure requirement, narrowing required clawback disclosures, eliminating tabular equity award timing disclosures, and removing the compensation risk management disclosure, with commenters citing complexity, cost, and limited investor utility. Other suggestions include exemptive treatment for smaller issuers, simplified Compensation Discussion and Analysis disclosure requirements, and a narrowed definition of “named executive officers.”
• Human Capital Disclosure (Item 101). Some commenters suggest eliminating the current human capital disclosure requirement in favor of a more principles-based approach, arguing that the existing framework produces open-ended and noncomparable disclosure.
• Removing Duplicative Disclosures. Some commenters highlight duplicative requirements as a key driver of lengthy filings. Areas frequently identified include overlapping disclosures among MD&A, financial statements, and other sections, as well as disclosure requirements that are viewed as outdated or of limited utility, such as certain legal proceedings, market information, Section 16(a) compliance, and insider trading policy disclosures.

Commenters Opposing Reduction of Disclosure Requirements 

Some commenters oppose reducing the disclosure requirements specified in Regulation S-K, arguing that existing disclosure is already insufficient in key areas. These commenters emphasize that public company disclosures are important for supporting price discovery, capital allocation, and investor protection, and they caution that reducing requirements would increase information asymmetry and shift analytical costs onto investors.

• Risk Factors (Item 105). Several commenters oppose amending Item 105, emphasizing that robust, company-specific risk disclosure is important to making informed investment decisions. These commenters support maintaining or enhancing existing disclosure requirements, including more specific and decision-useful disclosures regarding emerging risks such as climate, geopolitical developments, cybersecurity, and AI. These commenters also oppose the introduction of safe harbors that would limit anti-fraud liability for omitted or generalized risks, arguing that such protections could incentivize under disclosure. While some commenters support reducing boilerplate disclosure, they favor improvements in quality and specificity through greater SEC scrutiny of generic disclosures and clearer explanations of how identified risks affect the business.
• Cybersecurity (Item 106). Some commenters support retaining the current cybersecurity disclosure requirements, emphasizing the importance of consistent, decision-useful disclosure of cyber risks and incidents and cautioning against eliminating or weakening existing rules.
• Executive Compensation (Item 402). Proponents of the current executive compensation disclosure framework support retaining the existing executive compensation disclosure requirements, including the Summary Compensation Table, pay versus performance, and the requirement to file employment agreements as exhibits, arguing that these disclosures are essential for evaluating compensation structures and the alignment of executive compensation with company performance.
• Human Capital Disclosure (Item 101). Several commenters oppose eliminating or narrowing human capital disclosure requirements and instead advocate for expanding these requirements because the current principles-based approach is inadequate. These commenters advocate for adding standardized, quantitative metrics (e.g., workforce composition, turnover, and total workforce costs) as well as aligning disclosures with emerging global frameworks to improve comparability.
• Expanded Disclosure Areas. Some commenters identified areas where they believe additional disclosure is warranted, including political spending, climate-related risks, country-by-country tax reporting, stock repurchase activity, and human capital metrics. These commenters argue that existing disclosure in these areas is insufficiently standardized or comparable and advocate for more prescriptive, quantitative requirements. In particular, several commenters support maintaining and, in some cases, expanding climate-related disclosure. They emphasize that standardized disclosure is critical for comparability across companies and over time for particular companies. Several commenters also highlight transparency in political spending and tax practices as essential to evaluating governance, risk exposure, and long-term value creation.

3. Safe Harbors and Liability Reform

Commenters expressed differing viewpoints on whether securities law liability drives the prevalence of boilerplate and immaterial disclosure.

Some commenters argue that litigation risk is a primary driver of defensive disclosure practices, contending that the risk of securities fraud claims encourages companies to include generic, overly broad or immaterial information to mitigate liability exposure. As a result, disclosure is often drafted to satisfy legal requirements rather than to communicate material information. To address these concerns, these commenters advocate for expanded safe harbors and interpretive guidance, including protections for omission of widely known or non-company-specific risks; enhanced coverage for forward-looking statements; and broader, materiality based safe harbors.

Other commenters oppose the creation or expansion of safe harbors from anti-fraud liability, arguing that such liability is fundamental to the integrity of the disclosure regime. These commenters emphasize that the threat of liability ensures disclosures are accurate, complete, and meaningful and that proposals to expand safe harbors could weaken the current disclosure framework. These commenters argue that disclosure quality can be improved through enhanced SEC oversight and guidance, particularly by discouraging generic disclosures and requiring clearer explanations of how identified risks affect a company’s business.

4. ESG and Governance Disclosures

Several comment letters raise the concern that certain Regulation S-K requirements function as indirect regulation rather than as a means for providing material disclosure to investors. This tension is particularly acute with respect to ESG-related disclosures, in which commenters expressed differing views as to the purpose of these disclosure requirements.

Some commenters argue that a subset of prescriptive requirements, particularly in areas such as cybersecurity, human capital, climate, and governance, extend beyond material investor information and instead reflect policy driven mandates. These commenters contend that such requirements impose costs, increase litigation risk, and produce noncomparable or boilerplate disclosure and that certain disclosures may expose companies to regulatory second guessing or other unintended consequences. These commenters suggest eliminating or scaling back prescriptive disclosure requirements in favor of a principles-based framework grounded in financial materiality.

Other commenters argue that these topics are increasingly central to financial performance and risk assessment. These commenters note that climate risk, human capital management, cybersecurity, and governance practices have measurable financial impacts and are widely incorporated into investment analysis. They further argue that principles-based disclosure regimes have historically failed to produce consistent, comparable, and decision-useful information in these areas, and they therefore support maintaining or expanding disclosure requirements addressing these topics.

5. Scaling and Differentiation by Company Size and Industry

A recurring theme in the comments is whether Regulation S-K should apply uniformly to all companies or whether the disclosure requirements should be scaled to a company’s size, stage of development, or industry. 

Several commenters argue that smaller and newly public companies face disproportionate compliance burdens under the current disclosure requirements. These commenters call for scaling the disclosure framework based on company size, with specific proposals including raising filer thresholds, exempting smaller issuers from certain rules (e.g., executive compensation, cybersecurity, and climate-related disclosures), and reducing reporting frequency. A subset of these commenters makes broader structural proposals for quantitative, size-calibrated materiality thresholds across all of Regulation S-K, with requirements scaled by company size and maturity. Some commenters also advocate for industry-specific changes to the disclosure requirements, arguing that certain disclosure requirements are not aligned with particular business models. 

Other commenters express concern that scaled or industry-specific disclosure requirements can negatively affect comparability and investor protection. These commenters argue that scaled disclosure requirements create a bifurcated disclosure regime and dilute available information, potentially increasing risks to investors. These commenters recommend streamlining disclosure requirements for all companies to avoid information asymmetry and loss of comparability.

6. Modernization of Disclosure Format

Commenters also addressed the format and delivery of public company disclosures, particularly regarding whether the SEC should expand, maintain, or scale back requirements for structured, machine-readable data such as XBRL.

Some commenters express concerns about the cost and complexity of structured data, recommending substantially scaling back or eliminating XBRL tagging. Proposals include limiting Inline XBRL to primary financial statement line items, eliminating narrative block tagging, and exempting small reporting companies and nonaccelerated filers entirely.

Other commenters emphasize the importance of structured, machine‑readable data for enabling comparability, automation, and AI‑driven analysis. They recommend expanding XBRL to currently untagged narrative sections, including MD&A, risk factors, and qualitative proxy disclosures, arguing that limiting XBRL would increase reliance on manual data extraction and reduce comparability and reliability.

What’s Next

The directive from Chairman Atkins to undertake a comprehensive review of Regulation S‑K has generated market attention and a wide range of thoughtful comments from the public. The comments address differing views regarding prescriptive versus principles‑based disclosure requirements, concerns with disclosure volume and disclosure quality, and considerations regarding more scaled disclosure requirements. While the process remains at an early stage, the scope of the comments suggests that any future rule proposals could have broad implications for public company disclosures.

This informational piece, which may be considered advertising under the ethical rules of certain jurisdictions, is provided on the understanding that it does not constitute the rendering of legal advice or other professional advice by Goodwin or its lawyers. Prior results do not guarantee similar outcomes.