In response to Chair Paul Atkins’s January 2026 announcement regarding comprehensive reform of Regulation S-K, Nixon Peabody submitted a comment letter to the Securities and Exchange Commission (SEC) outlining recommendations that we believe would meaningfully reduce compliance burdens while preserving the information most relevant to investors.
Our letter addresses potential amendments across several key areas, guided by a consistent theme: Disclosure should focus on what is truly material to understanding a registrant’s business. Specifically, we offer recommendations on Item 101 (Description of Business), Item 103 (Legal Proceedings), Item 105 (Risk Factors), Item 106 (Cybersecurity), Item 202 (Description of Securities), Item 303 (MD&A), Item 304 (Disagreements with Accountants), Item 404 (Related Party Transactions), Item 408 (Insider Trading Arrangements and Policies), and Item 601 (Exhibits).
Key themes in our recommendations include making disclosure more principles-based, raising or indexing quantitative thresholds to account for inflation, permitting cross-references to reduce duplication, and streamlining exhibit index requirements.
We appreciate the Commission’s willingness to undertake this comprehensive review.