SEC chairman Paul Atkins has ordered the Division of Corporation Finance to carry out acomprehensive review of Regulation S-K, the cornerstone of non-financial disclosure requirements for public company filings in the US. The move, announced January 13, came with a clear focus on cutting through what Atkins described as a growing volume of disclosure that may not meaningfully aid investors.
Atkins said that Regulation S-K has expanded substantially since its inception in1982, and that the resulting filings can bury investors in information that is not clearly material to investment or voting decisions. He underscored the need for disclosure that better reflects what a reasonable investor would consider relevant. Public comments on potential revisions are being invited throughApril 13, 2026, as part of the review process begun with a focused look at executive compensation rules under Item 402 which took place last year.
What is Regulation S-K?
Regulation S-K is a set of disclosure rules issued by the SEC under the Securities Act of1933and the Securities Exchange Act of1934. It lays out qualitative, narrative reporting requirements for public companies’ registration statements and periodic filings. S-K governs content such as business descriptions, risk factors, management discussion and analysis as well as legal proceedings and executive compensation. It complements Regulation S-X, which covers financial statement presentation and format.
The regulation is deeply embedded in forms such asForm S-1,Form 10-K,Form 10-Qand proxy statements. Over time, amendments have added and adjusted disclosure items in response to evolving market practices, including most recently principles-based changes intended to improve clarity and focus on material information.
Criticism and calls for reform
Despite its central role, Regulation S-K has faced criticism for decades from companies, investors and legal practitioners who argue that requirements can produce overly long, technical filings that obscure rather than clarify the core factors affecting a company’s performance. Commenters, including SEC Commissioners Atkins, Hester Peirce and Mark Uyeda, have said that complex and excessively detailed disclosures, especially in areas such as executive compensation and risk factors, may increase compliance costs without enhancing investor decision making.
Other critics, such as Professor Virginia Harper Ho, points to a broader disclosure regime that can lead to redundant or immaterial information being included in filings, and concerns around how the materiality standard is applied across companies of different sizes. These issues have driven past SEC initiatives aimed at simplifying and modernizing S-K, including a major 2020 rulemaking that sought to reduce repetition and immaterial content.
What to expect from the review
While the SEC has not yet proposed specific rule changes, early signals suggest thatmaterialitywill be the guiding principle. The review is expected to explore whether certain items can be simplified, scaled or reframed to give issuers more discretion to focus on what is truly decision-useful rather than simply increasing pages of information.
The review is also expected to give companies more room to use judgment in deciding what to disclose meaningif it’s material and why. This could lead to changes in how companies document and support their materiality decisions internally.
Executive compensation disclosure, which was already subject to public comment and staff evaluation in 2025, appears to be a near-term focus for reform.
With changes expected to be announced sometime later this year, this latest review under Atkins fits into a wider shift at the SEC towardsimplifying disclosure rules and reducing regulatory burdens, the jury’s out on how sweeping those changes will be.