Current Month (May 2026)
SEC Proposes Rescission of Climate-Related Disclosure Rules
By Alan J. Wilson, WilmerHale
On May 29, the Securities and Exchange Commission proposed rules to rescind amendments that would require registrants to provide climate-related information in registration statements and annual reports. The climate-related disclosure amendments were approved in March 2024, but they were subsequently stayed pending completion of a judicial review of the petitions filed in multiple federal district courts that were ultimately consolidated for review in the Eighth Circuit. Most recently, in September 2025, the Eighth Circuit had issued an order holding the consolidated petitions for review in abeyance until the SEC reconsidered the climate-related disclosure rules by notice-and-comment rulemaking or renewed its defense of them. The public comment period on this latest proposal will remain open for sixty days following publication in the Federal Register.
SEC Proposes Offering Reform and Filer Status Rule Amendments
By Alan J. Wilson, WilmerHale
In a pair of releases issued on May 19, the SEC proposed enhancements to its public company reporting framework and offering reform changes, aimed at encouraging companies to go public and stay public by reducing burdens on public companies, in line with Chairman Paul S. Atkins’s mission to “Make IPOs Great Again.” The proposed rules would (i) simply filer status determinations and expand reporting accommodations for public companies and (ii) reform the registered offering framework. See the SEC’s Fact Sheets for a more detailed summary of each proposal (Enhancing the Public Company Reporting Framework and Registered Offering Reform), on which comments are due July 20 and July 27, respectively.
SEC Releases Semiannual Reporting Proposal
By Noah B. Levin, WilmerHale
As anticipated, the SEC released on May 5 proposed rules (the “Proposal”) that would permit companies to choose to report semiannually on new Form 10-S instead of continuing to report quarterly on Form 10-Q. The Proposal would:
- make quarterly reporting on Form 10-Q optional by establishing semiannual reporting on a new Form 10-S as the minimum interim reporting frequency for Exchange Act registrants;
- align the content requirements of Form 10-S with those of Form 10-Q, but presented for a six-month period;
- require that companies elect their reporting cadence annually via a checkbox on the cover page of Form 10-K, with a similar checkbox added to registration statements for companies entering the public market; and
- make conforming amendments to Regulation S-X to reflect the semiannual reporting option.
The Proposal further acknowledges that stock exchange listing standards as well as accounting and auditing standards may also require updates to reflect optional semiannual reporting. Companies electing semiannual reporting could still voluntarily disclose financial results more frequently through other channels, subject to Form 8-K and Regulation FD requirements.
The SEC is seeking public comment on the Proposal on or before July 6, 2026. Please refer to WilmerHale’s blog on the Proposal for more information.
SEC Rescinds Enforcement Settlement “Gag Rule”
By Noah B. Levin, WilmerHale
The SEC rescinded Rule 202.5(e), the rule requiring defendants to not publicly deny actions brought against them after the settlement of an enforcement action. In justifying its decision to rescind the rule, the SEC cited:
- debate over the constitutionality of the requirement, particularly First Amendment concerns;
- limited benefit to the SEC and public;
- implementation challenges given communications technology advancements, such as social media;
- the lack of a similar no-deny policy implemented by most other federal agencies, including the Department of Justice; and
- the view that the rule constrained the SEC’s ability to settle enforcement actions efficiently due to resistance from some defendants that did not wish to comply with the no-deny policy.
The rule rescission will apply prospectively and retrospectively—the SEC will not enforce existing settlements that include a no-deny provision.
PCAOB Releases Revamped Standard-Setting, Research, and Rulemaking Agenda
By Noah B. Levin, WilmerHale
The PCAOB released a pared back and revamped standard-setting, research, and rulemaking agenda (the “Agenda”). The Agenda removed all items proposed by former Chair Erica Williams apart from a data and technology research project aimed at assessing whether guidance, PCAOB standard changes, or other regulatory actions are necessary due to the increased use of technology in audits. The other agenda items are projects to revise quality control standards under QC 1000 and finalizing a broker-dealer inspection program.
SEC Staff Issue Statement and Interpretations Supporting Retirement Plans for Small Businesses
By Karen Liu, Reid & Wise LLC
On May 4, 2026, the staff in the Division of Investment Management of the SEC issued “Staff Statement Regarding Pooled Employer Plans” (the “PEPs Statement”), clarifying the applicability of two federal securities laws to pooled employer plans (“PEPs”).
The PEPs Statement clarified the following:
- The staff would not object if a PEP treats itself as a single employer plan for purposes of the Investment Company Act and relies on the single trust exclusion in section 3(c)(11) of the Investment Company Act to avoid registration as an investment company, provided that the PEP: (i) is subject to the Employee Retirement Income Security Act of 1974 (“ERISA”); and (ii) meets all of the requirements of the relevant section of the Internal Revenue Code of 1986 referenced in section 3(c)(11).
- The staff would not object if a collective investment trust (“CIT”) issues interests to a PEP that covers self-employed persons without registering the offer and sale of the CIT’s interests under section 5 of the Securities Act in reliance on rule 180 under the Securities Act, provided that the plan: (i) is subject to ERISA; and (ii) the issuance meets all of the requirements in rule 180(a)(1) and (a)(3).
On the same day, the staff in the SEC’s Division of Corporation Finance updated the Corporation Finance Interpretations, to add questions and answers of Question 118.01 and Question 126.45 regarding the applicability of Securities Act Section 3(a)(2) and certain Form S-8 requirements.
