Recent SEC proposals on reporting, climate disclosure, document e-delivery

On May 19, 2026, the SEC issued proposed rule and form amendments, intended to simplify public company reporting and expand accommodations for most issuers. The proposal would streamline the current filer status framework – which is now comprised of overlapping categories such as large accelerated filers, accelerated filers, non-accelerated filers, smaller reporting companies and emerging growth companies – into two primary groups: large accelerated filers and non-accelerated filers.

Key changes include:

• Raising the public float threshold for large accelerated filer status from $700 million to $2 billion.
• Requiring the threshold to be met for two consecutive years.
• Requiring at least 60 months of reporting history before a company becomes a large accelerated filer.

Companies below that threshold and time requirement would be essentially treated as non-accelerated filers and would not need auditor attestation of internal control over financial reporting. The proposal would also extend scaled disclosure and other accommodations currently available to smaller reporting companies and emerging growth companies to all non-accelerated filers, while establishing a new small non-accelerated filer category, giving the smallest companies longer periodic reporting deadlines. Comments to the proposal were due to the SEC by July 20.

Review the SEC fact sheet: Enhancing the public company reporting framework

Move to semi-annual reporting

The SEC has proposed rule and form amendments that would allow public companies to choose semi-annual reporting instead of quarterly reporting. Companies subject to Exchange Act Sections 13(a) or 15(d) could elect to become semi-annual reporters and file a new Form 10-S in place of Forms 10-Q, resulting in one semi-annual report and one annual report each fiscal year, rather than three quarterly reports and an annual report. The Form 10-S would include the same disclosures and financial reporting as the quarterly reports.

The proposal is intended to provide more flexibility in determining the reporting cadence that best suits the needs of the company and their investors. Semi-annual reports would be due 40 or 45 days after the first half of the fiscal year, depending on filer status. The proposal would also amend Regulation S-X to align financial statement requirements with the new option and adjust other rules to reflect the new semi-annual reporting structure. Comments were due to the SEC on July 6.

Review the SEC fact sheet: Proposal to allow optional semi-annual reporting

Rescission of climate-related disclosure rules

The SEC has proposed rescinding its 2024 climate-related disclosure rules on the basis that they are overly burdensome, costly, and exceed the agency’s statutory authority. According to the proposal, the SEC wants to return to a materiality-focused disclosure framework, requiring companies to disclose information only when it is material to investors.

The climate rules, adopted in March 2024, would have required public companies to provide detailed disclosures on topics such as greenhouse gas emissions, climate-related risks, governance practices, and the financial impacts of severe weather events.

The Commission contends the rules are unnecessary, impose significant compliance costs, stray beyond the traditional scope of securities laws, and could hinder capital formation and public-company participation.

The rules were stayed amid legal challenges in 2024, and the SEC stopped defending them in 2025. The proposal would eliminate the framework entirely rather than replace it with a new climate-reporting regime. Comments to the proposed rescission were due to the SEC by August 3.

Review the SEC fact sheet: Rescission of climate-related disclosure rules

New e-delivery approach for investor information

The SEC has proposed “Regulation E-Delivery,” a new rule that would allow issuers, broker-dealers, investment advisers and others to satisfy federal securities law delivery requirements electronically by default, without first obtaining affirmative consent, subject to various conditions. The new approach would address concerns regarding costs related to paper as the default delivery mechanism while also supporting “more personalized, interactive, timely and efficient experiences than paper delivery” per the SEC fact sheet. Investors and other recipients could still request paper delivery.

The proposal would replace the SEC’s decades-old guidance-based e-delivery framework and is intended to improve access to regulatory information while reducing paper, printing and postage costs. Materials would include prospectuses, fund annual and semi-annual shareholder reports, proxy statements, broker-dealer trade confirmations, Form CRS disclosures and Form ADV Part 2 brochures, with the potential for others.

The SEC has also proposed a transition process for current paper recipients, including two paper notices explaining the shift and the ability to opt-out of e-delivery. Comments on the proposed rule changes are due to the SEC by September 21.

Review the SEC fact sheet: Electronic delivery of information under the federal securities law

 

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