Recent public statements by Securities and Exchange Commission (SEC) Chairman Paul S. Atkins and Division of Corporation Finance Director James Moloney offer a useful preview of where the SEC is likely headed in 2026. While neither statement announces final policy, together they continue to signal an emphasis on disclosure reform rooted in financial materiality and capital formation.
Chairman Atkins’ Disclosure Reform Agenda
In remarks delivered on February 17, 2026, Chairman Atkins outlined a disclosure reform vision that is likely to frame the SEC’s rulemaking priorities this year and beyond. He described what he views as the SEC disclosure regime’s original intent: protecting investors while imposing the “minimum effective dose” of regulation necessary to support informed investment decisions. Central to that approach are two principles—financial materiality and scaling disclosure based on a company’s size and maturity.
Chairman Atkins was careful not to prescribe particular outcomes. Instead, he identified areas where the staff should consider whether disclosure requirements have become overly complex or misaligned with investor needs. These include executive compensation disclosure (such as the number of covered executives, pay‑versus‑performance requirements, and treatment of executive security), the ever‑expanding risk factor section, and “comply‑or‑explain” disclosures that, in his view, can operate as de facto governance mandates rather than true disclosure, among others. As he put it, disclosure should be rooted in materiality—not “regulation by shaming.”
As a reminder, any rule reforms would need to proceed through a full notice-and-comment rulemaking process, providing the public with the opportunity to provide comment to the SEC on proposed disclosure rule changes prior to the SEC finalizing revised rules. As discussed further below, the SEC staff is preparing recommendations for the Commission on rule proposals in several areas. An updated SEC rulemaking agenda, expected shortly, should provide additional clarity on timing and priorities.
Division of Corporation Finance’s “Coming Attractions”
Director Moloney’s recent statement reflects how the Division of Corporation Finance is beginning to operationalize the Chairman’s agenda. He described an ambitious—and fast‑moving—set of initiatives aligned with the Commission’s core mission of investor protection and capital formation.
Key items include:
Crypto Assets. The Division is preparing interpretive guidance on when digital assets may constitute investment contracts, alongside a proposal aimed at a more workable framework for crypto‑related securities offerings.
Regulation S-K. The Division is undertaking a top‑to‑bottom review of Regulation S‑K, explicitly referring to Chairman Atkins’ January 2026 statement instructing Division staff to review Regulation S-K to focus disclosure requirements on material information. Moloney encouraged issuers and investors to submit practical recommendations, including cost data and proposed rule text—an indication that the process remains at a relatively early stage.
Semi-Annual Reporting. Moloney confirmed that the Division has been directed to prioritize a rulemaking that would give companies the option to report on a semi‑annual, rather than quarterly, basis. While any change would come with related rule adjustments to ensure a smooth transition, the renewed focus suggests this long‑debated idea may now have real traction. Boards, CFOs, finance and investor relations teams, and disclosure committees may want to start thinking about how different reporting frequencies could affect controls, guidance practices, ongoing financing plans and obligations, and investor communications.
Section 16 Reporting for FPI Insiders. The most immediate issue applies to foreign private issuers (FPIs). Under the Holding Foreign Insiders Accountable Act (HFIAA), FPI officers and directors become subject to Section 16 reporting beginning March 18, 2026. Moloney emphasized that these obligations are self‑executing—compliance is required regardless of whether the SEC finalizes its rulemaking by that date. While the staff is working toward Commission recommendations and is analyzing possible exemptions for jurisdictions with substantially similar insider‑reporting regimes, FPIs should not wait. Ensuring EDGAR access, updating internal reporting processes, and educating affected insiders should be near‑term priorities. Moloney also noted that the staff continues to review comments on the June 2025 concept release addressing FPI eligibility more broadly.
Finally, Moloney underscored an “open‑door” approach at the Division, encouraging companies and other market participants to engage with the Division on what is working, what is not, and how the rules could be improved.