On January 13, 2026, United States Securities and Exchange Commission (SEC) Chairman Paul Atkins issued a statement in which he broadly noted that the disclosure requirements of Regulation S-K do not always yield "information that a reasonable investor would consider important in making an investment or voting decision." In light of that, Chairman Atkins instructed the Division of Corporation Finance to pursue a comprehensive review of Regulation S-K, which is well under way, and includes an open request for public comment on ways to amend Regulation S-K.
In his speech last week at the 53rd Annual Securities Regulation Institute, SEC Commissioner Mark Uyeda shared some insights when he suggested specific parts of the SEC’s disclosure requirements that could be simplified and modernized and described what he views as the benefits of potentially expanding the scaled disclosure requirements available to smaller public companies. Commissioner Uyeda began his speech by reminding the audience that one of the SEC's imperatives is to increase capital formation to drive economic growth, job creation and innovation, which he noted can be accomplished by simplifying the process to raise capital in public markets and the accompanying regulatory and reporting burdens applicable to public companies.
After reminding the audience that the SEC is not tasked with evaluating the merits of capital markets transactions, Commissioner Uyeda underscored that the SEC's "corporate disclosure rulebook [is focused] squarely on maintaining the quality and reliability of material information" in order for investors and the market more broadly to reach its own conclusions about the merit of an investment in a particular public company, empowering investment choice, price discovery and investor protection.
To that end, he proceeded to discuss various areas of SEC regulation that could be simplified or modernized where they do not add measurable benefit. Specifically, Commissioner Uyeda noted that the SEC could consider:
- Deleting the mandate under Item 408(b) of Regulation S-K that requires companies to disclose whether they have adopted an insider trading policy or provide reasons if they do not, which Commissioner Uyeda indicated "would not change any underlying federal securities law obligations or liability thereunder, but would simplify disclosures" for public companies;
- Raising the current threshold of $120,000 above which companies must disclose transactions with related persons under Item 404(a) of Regulation S-K, in order to better align that threshold with what may be considered material today for related party transactions, including the potential for replacing the current static dollar threshold with a principles-based materiality standard;
- Replacing the requirement under Item 404(b) of Regulation S-K that companies must describe their procedures and policies for reviewing related party transactions under Item 404(a) with a requirement for companies to file those policies or make them readily available on their websites, which would streamline SEC filings while maintaining transparency;
- Streamlining the requirement under Item 106 of Regulation S-K, which currently mandates that companies must provide a detailed narrative description of the cybersecurity policies and governance they have in place, because, in Commissioner Uyeda's view, those disclosure requirements and others are "likely shaming or indirectly compelling companies to change practices" rather than eliciting material disclosure as to what companies are doing;
- Eliminating or modifying the requirement under Item 701 of Regulation S-K to disclose unregistered issuances of securities; and
- Simplifying the disclosure required under Item 201 of Regulation S-K concerning the number of holders of a company's securities and performance graphs, including deleting the requirement to provide a five-year graph of the company's total cumulative return compared to a broad index and a line-of-business or peer group in light of the broad availability of evaluative tools available to investors.
Commissioner Uyeda indicated that those are a few examples of ways the SEC could improve disclosure requirements to reduce compliance burdens for public companies.
In the second half of his speech, Commissioner Uyeda focused on smaller public companies' reporting obligations. Following an overview of the "significant contributions to the financial markets and the economy more broadly" that small public companies make, including as supported by statistics concerning registered offerings by such companies, he underscored the importance of ensuring that SEC regulations do not overburden small businesses.
Recognizing that the scaled disclosure requirements applicable to "Emerging Growth Companies" (EGCs) and "Smaller Reporting Companies" (SRCs) are beneficial,1 Commissioner Uyeda shared that 42.5 percent of public companies are currently required to comply with the full scope of the SEC’s disclosure requirements. He elaborated on that, stating that, if that number was reduced to 20 percent of public companies, full disclosure would still be required from companies whose securities represent almost 93.5 percent of the total market public float. Ensuring that the SEC has properly evaluated the thresholds for companies to qualify as EGCs and SRCs is important, according to Commissioner Uyeda, because those definitions delineate the corresponding disclosure and other regulatory obligations such companies face, which have an impact on their development and growth and can serve to facilitate capital raising by smaller companies while minimizing "unnecessary regulatory burdens." In light of that, Commissioner Uyeda suggested that the SEC might consider extending the period in which an EGC is eligible for scaled disclosure from the first five years after it completes an initial public offering to seven years. He also separately mentioned that expanding the use of Form S-3 could allow faster and less costly registration processes for smaller entities that want to pursue follow-on offerings.
In summarizing his remarks, Commissioner Uyeda emphasized that, through better tailoring disclosure and filing requirements, the SEC must focus on promoting growth and innovation for public companies without unnecessary constraints. He encouraged the SEC to re-establish its focus on financial materiality, rather than focusing on specific social or environmental considerations. Commissioner Uyeda's remarks are in line with recent speeches by Chairman Paul Atkins as well as the SEC’s Spring 2026 agenda and signal that the SEC is evaluating significant disclosure simplifications.
The full transcript of Commissioner Uyeda's speech is available here.
*Audrey Nelson, a Capital Markets Associate and candidate for admission to the New York State Bar, contributed to this advisory.
1 For example, both SRCs and EGCs are permitted to provide fewer narrative disclosures (particularly around executive compensation) and include in their filings audited financial statements for two fiscal years instead of three. In addition, EGCs are not required to provide auditor attestations of internal controls over financial reporting under Sarbanes-Oxley Act Section 404(b), and EGCs are permitted to use test-the-waters communications with qualified institutional buyers and institutional accredited investors.
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