While SEC Chair Paul Atkins’s first rulemaking agenda is significantly shorter compared to that of his predecessor, Gary Gensler, there is one project—rationalization of disclosure practices—that is very broad and could entail several aspects of disclosure rules.
The description of this agenda item is equally broad: the staff “is considering recommending that the Commission propose rule amendments to rationalize disclosure practices to facilitate material disclosure by companies and shareholders’ access to that information.”
Former SEC officials who spoke during recent conferences believe that this project will likely become a big undertaking.
Jonathan Wiggins, who served as a deputy chief accountant at the SEC’s Office of Chief of Accountant (OCA) when Gensler was chair, said that this disclosure rationalization rulemaking signals that the leadership is focused on modernizing and streamlining disclosure requirements for public companies.
“I don’t know exactly what it will entail, but I think the fact that it is broad means that we should expect that the SEC might consider things like changes that could eliminate redundancy or immaterial disclosures, enhance principles-based reporting, focus on material information relevant to investors,” said Wiggins, who is now a partner and deputy chief accountant in the National Professional Standards Group at RSM US LLP.
He spoke at the 2025 Corporate Financial Reporting Insights conference hosted by the Financial Executives International on November 12.
“Maybe we can get into the quarterly versus semi-annual reporting issue, but that is essentially a subset of disclosure rationalization, and so you have to consider all these projects together and the overall intent and objective of the SEC and their agenda,” Wiggins said.
It is unclear whether the SEC will end up issuing one large proposal on disclosure rationalization, but Atkins has previously signaled that a separate proposal on the frequency of reporting is on the way. This item was not part of the Spring Reg Flex agenda that was revealed in early September. After President Trump on September 15 requested that the SEC change the rule to semiannual reporting, Atkins publicly said that the agency will work on it.
Wiggins said the disclosure rationalization project could affect “financial statement disclosures in Reg S-X, could be S-K disclosures, non-GAAP disclosures. There are certainly plenty of cleanup around non-GAAP that I know the existing SEC staff would love the opportunity through a rulemaking to clean up some of those non-GAAP rules and potentially codify some of the non-GAAP CDI [compliance and disclosure interpretations] guidance that the staff has issued over time.”
Regulation S-K specifies non-financial information companies need to include in their registration statements and periodic reports. Regulation S-X governs the form and content of financial statements themselves.
“But there’s also proxy disclosures and executive comp,” he added. “I think they’ll have to be careful thinking about what disclosures that have been added over time were mandated by Congress, and so they have to keep at least disclosures that meet the mandate from Congress, but they could still address a lot of recent or older rulemaking projects that were just continually added to the disclosure package.”
At another conference, Meredith Cross, who served as the director of the SEC’s Division of Corporation Finance from 2009 to 2013, said that disclosure simplification projects in the past tended to be about smaller changes, like revisions to Reg S-K. But it is likely to be different now.
‘Major Hacking to S-K’
“I think what they’re talking about now is major change. We’re not talking little changes around the edges in S-K, and you have to get out, you know, the black line, to see what you still have to do,” Cross, a partner at Wilmer Cutler Pickering Hale and Dorr LLP, said at the 57th annual Institute on Securities Regulation hosted by the Practising Law Institute on November 5 in New York.
“I think that they’ll move to a much more principles-based materiality set of standards in a whole lot of different areas,” Cross said. “We have a pretty good sense—from what we heard on exec comp and sort of the tea leaves—that they want to do dramatic change there.”
She said that Regulation S-K, which was meant well, has ballooned. For example, Item 404, which deals with related-party transactions, is not that helpful.
“I think they’re going to take a major hacking to S-K and really focus things on materiality, and I would imagine, eliminate just about every bright line test,” Cross said. “I can’t think of why they would have them if it’s not material, just like with GAAP in theory, doesn’t materiality govern all GAAP? So shouldn’t materiality govern mandatory disclosure requirements? One could say, yes other than what Congress makes you do.”
When Gensler revealed his first regulatory agenda in June 2021, there were 49 rulemaking projects, and a few more got added over time. The Reg Flex agenda is updated twice a year.
Gensler’s agenda was focused on investor protection and strengthening rules.
By contrast, Atkins’s first agenda—unveiled on September 4 and has 23 items—largely focuses on deregulation to promote capital formation.
Timing
While the current agenda indicates that the SEC is aiming to issue the disclosure rationalization proposal in April 2026, it might get pushed back because of the government shutdown that lasted 43 days from October 1 to November 12. During a shutdown, the SEC halts non-emergency rulemaking.
In the meantime, the frequency of reporting is likely to be listed as a separate item in the fall 2025 agenda when it is revealed either in December 2025 or January 2026 as Atkins said—before the shutdown—he wanted a proposal out by the end of 2025. Though at this point, it is likely that it will end up being early 2026 because of the shutdown.
It was rumored that only five staff members were in CorpFin office during the shutdown.
Moreover, the SEC is currently operating with about 15% fewer staff because of government-wide reduction in workforce after Trump became president.
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