Like a capital markets version of Spring cleaning—with equal parts renovation and rearrangement—the SEC dusted off several long-standing rules and reorganized key parts of its regulatory playbook in ways that could reshape both how public companies report to investors and how the agency itself polices federal securities laws. From a potentially seismic proposal to make quarterly reporting optional, to the first major overhaul of the Enforcement Division’s playbook in nearly a decade, the Commission signaled a continued shift toward flexibility, cost reduction, and procedural transparency. At the same time, senior leadership and staff advanced a broader deregulatory initiative, emphasizing materiality, capital formation, and modernization of legacy requirements, while rolling out new interpretive guidance and technical filing changes with immediate practical consequences for issuers and practitioners alike. Whether these initiatives ultimately translate into lasting structural change or merely recalibrate existing frameworks, they underscore the SEC’s ongoing efforts to rethink disclosure cadence, the enforcement process, and the regulatory burden as a whole.
SEC Readies Proposal to Forego Quarterly Reports
In a potentially transformative shift for U.S. public company disclosure, the SEC is reportedly preparing a proposal that would eliminate the longstanding requirement that issuers file quarterly reports on Form 10-Q, instead permitting them to share earnings results semiannually.
The initiative was first floated in September 2025 by President Trump, who argued the 90-day reporting cycle fosters “shortsightedness” and in turn inhibits companies from pursuing long-term growth strategies. SEC Chair Atkins backed the idea, signaling an openness to a framework that would not prohibit quarterly reporting altogether but rather make it optional, giving issuers flexibility to determine the cadence of their financial disclosures. Publicly traded companies have reported results every three months for more than 50 years; if advanced, the proposal would mark a dramatic shift from the current periodic reporting regime, which has been widely viewed as a pillar of U.S. market transparency.
Proponents contend that scaling back mandatory reporting could lower compliance costs and ease pressure on management to prioritize short-term earnings performance and quarterly optics over long-term strategy, thereby promoting increased investment, innovation, and public listings. Critics, however, warn that less frequent reporting may reduce transparency, impair price discovery, and limit investors’ access to timely information—concerns that have historically driven U.S. disclosure policy and helped distinguish U.S. capital markets from those abroad.
Even if adopted, market forces may temper the practical impact of the proposal, as many issuers could still provide quarterly updates voluntarily in response to investor expectations, analyst coverage considerations, and competitive dynamics.
Although the SEC has not directly addressed the proposal, reports indicate it could be published as soon as April 2026. Once released, the proposal will be subject to a public comment period—typically 30 days—before the SEC votes on the final rule.
SEC’s Enforcement Division Updates Enforcement Manual for the First Time in Nearly 10 Years
On February 24, 2026, the SEC released updates to its Enforcement Manual (the “Manual”) for the first time since 2017. The Manual, which provides internal guidance for the SEC’s Division of Enforcement Staff on conducting investigations and recommending enforcement actions, is not legally binding but nevertheless offers critical insight into how the SEC approaches enforcement matters in practice. SEC Chair Atkins praised the revisions as a “long-overdue step” intended to formalize existing practices and improve transparency and fairness in the enforcement process.
Key updates include the following:
- Wells Process Refinements: The new Manual updates the “Wells process,” pursuant to which the SEC notifies individuals and entities about potential charges, giving them an opportunity to submit a written response before the agency initiates enforcement action. A Wells recipient will now have (i) more time to respond to a notice; (ii) greater access to and more information about the evidence relating to the potential charges; (iii) a structured opportunity to meet with a senior Enforcement Staff official; and (iv) clearer guidance on effective Wells submissions.
- Simultaneous Settlement and Waiver Consideration: The Manual restores the SEC’s past practice of allowing settling parties to request consideration of their settlement offers at the same time as their requests for waivers (i.e., waivers from automatic disqualifications and other collateral consequences). Now, if the SEC approves a settlement offer but denies the corresponding waiver request, the settling party will typically have five business days to decide whether to proceed with the portion of the offer the SEC accepted.
- Modernized Document Preservation Requirements: The Manual also strengthens expectations around document preservation and production. Preservation notices now must explicitly cover messages on all messaging platforms and applications, including those on personal devices. Further, the Staff must seek written confirmation that all responsive materials have been produced after each document production.
- Updated Guidance on Referrals and Coordination: The Manual includes a new Criminal Referral Policy Statement, issued in June 2025, and lists six factors the Staff must consider when deciding to refer potential violations to criminal authorities, including (i) harm to investors; (ii) the defendant’s potential gain; (iii) specialized knowledge; (iv) the defendant’s state of mind; (v) recidivism; and (vi) whether criminal involvement would meaningfully protect investors.
Taken together, the updated Manual represents a more structured and transparent enforcement process while still preserving the Division of Enforcement’s discretion to zealously pursue possible violations. For issuers and individuals subject to SEC oversight, the Manual provides a clearer roadmap of how investigations are likely to unfold and where strategic decisions may have the greatest impact.
SEC Commissioner Advocates for Modernizing Securities Regulation
On January 26, 2026, SEC Commissioner Mark Uyeda delivered remarks at Northwestern School of Law’s 53rd Annual Securities Regulation Institute, where he advocated for a shift toward a leaner, more materiality-focused disclosure regime, questioning whether portions of the Commission’s current requirements have grown overly prescriptive and costly relative to their benefit for investors.
Commissioner Uyeda outlined several “areas for improvement,” suggesting several disclosure items could be simplified or even outright eliminated, including:
- Removing Item 408(b) of Regulation S-K’s requirement that companies disclose whether they have adopted an insider trading policy or provide reasons if they do not;
- Increasing the materiality threshold above which issuers must disclose related-party transactions under Item 404(a) of Regulation S-K;
- Streamlining the cybersecurity governance narrative disclosures required by Item 106 of Regulation S-K;
- Eliminating or modifying the obligation under Item 701 of Regulation S-K to disclose unregistered sales of securities; and
- Simplifying the disclosure required under Item 201 of Regulation S-K regarding the number of holders of a company’s securities and corresponding performance graphs.
Uyeda also addressed smaller reporting companies’ reporting obligations. After making a nod to the meaningful contributions smaller reporting companies make to the financial markets and the broader economy, he cautioned that the SEC’s disclosure framework should not be “disproportionately burdensome on small businesses.” To that end, Uyeda argued expanding eligibility for smaller reporting company and emerging growth company status could ease disclosure burdens on smaller issuers and promote capital formation while still preserving core investor protections.
The Commissioner concluded his remarks by emphasizing that efforts to modernize the SEC’s disclosure framework should center on promoting growth and capital innovation while avoiding requirements that unnecessarily burden public companies. He urged a renewed focus on financially material information rather than prescriptive mandates tied to particular social or environmental topics, and framed tailored disclosure as critical to maintaining competitive and efficient U.S. capital markets. Viewed alongside recent remarks by SEC Chair Paul Atkins and the SEC’s Spring 2026 regulatory agenda, the speech reflects the SEC’s continued directive to simplify disclosure requirements.
SEC Releases New and Updated Regulatory Guidance
The Staff of the SEC’s Division of Corporation Finance kicked off the first quarter of 2026 with a notable slate of new and updated Compliance and Disclosure Interpretations—recently rebranded on the agency’s website as Corporation Finance Interpretations (“CFIs”)—that address proxy rules, shareholder meetings, and private offering practices. A brief summary of the updated CFIs is as follows:
- Revised Question 126.06 – Voluntary Notices of Exempt Solicitation: Under Rule 14a-6(g)(1), a Notice of Exempt Solicitation must be filed by any person engaged in an exempt proxy solicitation under Rule 14a-2(b)(1) who beneficially owns more than $5 million of the subject securities. In new CFI 126.06, the SEC clarified the rule is meant to provide for public notice of exempt solicitations by “large shareholders” only. Previously, the Staff had accepted voluntary submissions of Notices of Exempt Solicitations by persons well below the ownership threshold; the majority of these submissions, however, appeared to function as a means to generate publicity rather than to satisfy any legal obligation. Going forward, the Staff will object to a voluntary Notice of Exempt Solicitation submission. The reversal is expected to significantly curtail ESG-related filings on EDGAR by certain advocacy groups and other smaller shareholders who had previously used the voluntary notice mechanism as a low-cost platform to publicly air grievances or voting intentions.
- New Question 133.02 — Flexibility for the Broker Search Deadline: New CFI 133.02 addresses Rule 14a-13(a), pursuant to which issuers must commence a “broker search” at least 20 business days prior to the record date of any shareholder meeting. Under the new guidance, the Staff confirmed it will not object if a company commences its broker search in fewer than 20 business days, provided that (i) the company reasonably believes that proxy materials will nonetheless be timely disseminated to all beneficial owners, and (ii) all other requirements of Rule 14a-13 are satisfied. This update reflects a practical recognition that technological improvements in proxy distribution have rendered the strict 20-business-day period unnecessary in many circumstances, and it affords companies greater scheduling flexibility in connection with annual and special meetings.
- New Question 182.01 – Effective Date for Action by Written Consent. In new CFI 182.01, the Staff clarified that if a dissident stockholder solicits written consent for corporate action without the company’s knowledge, the validity and timing of the action is governed by applicable state law and the issuer’s organizational documents—not on the 20-calendar-day waiting period contemplated by Rule 14c-2. Moreover, the Staff indicated it would not object to a company’s failure to satisfy Rule 14c-2 if the company furnishes the required information as soon as practicable after it becomes aware of the written consent. The new CFI suggests the Staff recognizes that companies cannot comply with notice obligations before they know a consent solicitation has occurred, and it provides helpful assurance that inadvertent timing gaps will not, by themselves, invalidate otherwise effective consent actions.
- New Question 148.01 — Transition from Rule 506(c) to Rule 506(b): New CFI 148.01 explains whether an issuer engaged in a Rule 506(c) offering—which permits general solicitation but requires verification of accredited investor status—may subsequently transition to a Rule 506(b) offering with the same investors. The Staff confirmed that such a transition is permissible, provided the issuer has established a substantive, pre-existing relationship with those investors prior to commencing the Rule 506(b) offering. Whether the issuer has a substantive relationship is a facts-and-circumstances-based inquiry and “relationship quality” is paramount: the issuer needs enough information to evaluate (and must actually evaluate) the investor’s sophistication, financial circumstances, and ability to understand the risks associated with the investment.
- New Question 260.39 — Mixed Verification Methods Allowed in Rule 506(c) Offerings: New CFI 260.39 confirms that in a Rule 506(c) offering, an issuer may use different methods to verify accredited investor status for different investors. The Staff noted Rule 506(c) does not require a uniform method for accredited investor verification and issuers have flexibility to alternative methods as appropriate based on the facts and circumstances of each offering and each investor. This guidance formalizes a practice that many issuers and placement agents had already adopted in the field, and provides welcome assurance that a tailored, investor-by-investor approach to verification is consistent with the rule’s requirements.
To date, the SEC has not indicated whether additional CFIs or corresponding rule proposals are forthcoming; however, KMK anticipates the agency will continue releasing updated interpretive guidance as it works to modernize outdated regulations and reduce disclosure burdens.
EDGAR Filing Suspensions
On February 6, 2026, the SEC announced that, effective March 16, 2026, EDGAR will now suspend filings that contain incorrect or incomplete structured filing fee data instead of accepting the filings and merely issuing warnings, marking a stricter enforcement of the Filing Fee Disclosure and Payment Methods Modernization rules.
Under this long‑phased initiative, filers of fee‑bearing forms, including Forms S-1, S-3, S-4, S-8, and others, must include full fee-calculation data in Inline XBRL format, enabling EDGAR’s automated validation and reducing manual error corrections. Errors such as missing tags, miscalculations, or inconsistencies between narrative and structured data may now lead to a filer’s entire submission being suspended outright rather than subject to a warning. Suspensions can result in delays in registrations, offerings, and other time-sensitive disclosures. Accordingly, filers are encouraged to closely review fee tables and exhibits, coordinate with filing agents, as well as leverage SEC resources, including the EDGAR Filing Manual, the XBRL Guide, and the Fee Exhibit Preparation Tool to ensure completeness and avoid delays in time‑sensitive transactions.