Commissioner Uyeda’s 2026 Disclosure Blueprint: What “Enhancing” the Public Company Framework Could Mean in Practice
On January 26, 2026, SEC Commissioner Mark T. Uyeda delivered the Alan B. Levenson Keynote Address at the 53rd Annual Securities Regulation Institute in Coronado, California, laying out a clear theme for the Commission’s next phase of disclosure policy: tighten the focus on materiality, reduce low-value compliance load, and recalibrate requirements for smaller issuers.
The speech is notable not just for its tone, but for its specificity. Uyeda does not speak in abstractions. He names the parts of Regulation S-K he thinks are ripe for revision and ties the policy direction to a broader institutional effort. In particular, he points to SEC Chair Paul Atkins’ instruction to the Division of Corporation Finance to undertake a comprehensive review of Regulation S-K, with the express goal of filtering out “immaterial” disclosure that buries what a reasonable investor actually needs.
Below, I outline the speech’s core pillars, highlight the proposed pressure points in the S-K framework, and flag practical takeaways for public companies, deal teams, and counsel.
1) The Commission’s “cost-benefit” obligation is not optional
Uyeda grounds his reform pitch in statutory framing. He argues that weighing burdens versus benefits is a legislative mandate, and specifically references the National Securities Markets Improvement Act of 1996 (NSMIA) as directing the SEC to consider capital formation when acting under its rulemaking function.
This matters because the speech is not merely policy preference. It is a signal that future rulemaking, and potentially re-opening existing requirements, will be defended on a statutory “capital formation” rationale.
Takeaway: Expect “materiality” and “capital formation” to be more than rhetorical themes. They will likely be the organizing principles for the next wave of disclosure proposals and amendments.
2) A reminder of what the SEC is, and what it is not
Uyeda spends meaningful time emphasizing boundaries: the SEC is not a merit regulator and does not “approve” offerings, nor should it substitute its judgment for that of investors. Instead, the framework is disclosure based: issuers should “tell the truth and the whole truth” about the securities they are offering.
He also rejects the idea of the SEC as a prudential regulator or macro “chaperone” for investor decision-making. In his telling, the SEC’s lane is the quality of disclosure, the reliability of financial reporting, antifraud enforcement, and guarding against market manipulation.
Why this matters: This framing foreshadows resistance to disclosure mandates that function as indirect behavior-change tools rather than investor-information tools.
3) “Strengthening” the disclosure framework may mean cutting requirements, not adding them
Uyeda’s most actionable section is his menu of potential revisions to Regulation S-K and related periodic report requirements. He highlights how complex S-K has become and supports Chair Atkins’ call for a comprehensive review.
A. Item 408 (insider trading policies): simplify the “explain why you do not” requirement
Uyeda points to Item 408 and suggests deleting the requirement that a company explain whether it has an insider trading policy or explain why it does not. He emphasizes this would not change underlying antifraud obligations, but would streamline disclosure.
Practical read: This is an example of where the Commission may treat certain narrative prompts as more performative than informative.
B. Item 404 (related-party transactions): revisit the $120,000 threshold and shift from narrative to “file the policy”
Uyeda specifically calls out the Item 404 de minimis threshold of $120,000 and suggests either raising it or replacing it with a more principles-based materiality approach. He also suggests that instead of narrative descriptions of related-party transaction policies, companies could file policies as exhibits or make them readily available on their websites.
Practical read: If this direction sticks, companies should anticipate a shift away from lengthy prose toward accessible governance artifacts, which could also increase the importance of policy drafting discipline.
C. Item 106 (cybersecurity): reconsider mandated narrative that may function as “shaming”
Uyeda suggests streamlining Item 106 and questions whether current cybersecurity narrative requirements are indirectly pressuring companies to change practices, rather than eliciting truly material disclosure about what they are doing.
Practical read: This is a meaningful shot across the bow. If cybersecurity disclosure becomes less prescriptive, companies will need to recalibrate how they communicate risk oversight without defaulting to boilerplate.
D. Item 701 and Form 10-K unregistered sales lookback: potentially eliminate or modify
Uyeda flags Item 701 and suggests evaluating whether the Form 10-K requirement for a three-year lookback for unregistered sales of issuer securities should be eliminated or modified.
E. Item 201 performance graph: question continuing utility
He also questions whether the five-year performance graph requirement continues to add value given the availability of performance tools online and on mobile devices.
F. Mine safety disclosures in Form 10-Q: put it somewhere else
Uyeda suggests mine safety disclosures could be relocated from recurring quarterly filings to a more logical home like Form 8-K or Form SD.
Meta-point: Uyeda repeatedly ties these line items to “disclosure controls and procedures” burden. In other words, the cost is not just drafting. It is the internal machinery required to certify, track, and test each disclosure channel.
4) Scaled disclosure is back at the center of the conversation
Uyeda’s next major theme is calibration: not every public company should carry the same disclosure load.
He cites that 50% of registered equity offerings during the 12-month period ended June 30, 2025 were done by smaller public companies. He also argues that adjusting the thresholds for scaled disclosure could expand the pool of companies eligible for scaled requirements, while still keeping the vast majority of market float under the full regime.
He specifically spotlights Emerging Growth Companies (EGCs) as a model and notes the benefits: reduced executive compensation disclosure, two years of audited financials (instead of three), exemption from SOX 404(b) auditor attestation, and the ability to “test the waters.” He also points out that EGC status generally lasts for the first five fiscal years after IPO, and suggests extending that period could improve growth and investment opportunities.
Finally, he suggests expanding eligibility for Form S-3 to reduce friction and cost in follow-on capital raising.
5) A re-centering on financial materiality and neutrality
Uyeda closes with a direct statement: the Commission should reestablish its focus on financial materiality and adopt neutral standards not tied to social or political philosophies. He notes skepticism about whether ESG strategies yield superior returns and signals discomfort with disclosure regimes rooted in non-financial policy objectives.
Whether one agrees or not, the practical takeaway is straightforward: disclosure initiatives that look like they are driving behavior rather than informing investors may face headwinds in this Commission.
How this connects to Chair Atkins’ Regulation S-K review
Uyeda’s speech is not a standalone thought piece. It is aligned with Chair Atkins’ January 13, 2026 statement directing Corp Fin to conduct a comprehensive Regulation S-K review because current requirements elicit both material and “undisputably immaterial” information, creating “an avalanche” that neither protects investors nor facilitates capital formation.
Atkins also invited public comment, with submissions due by April 13, 2026.
Key takeaways for issuers and counsel
Prepare for an S-K “materiality-first” rewrite. Start identifying disclosures that are compliance-driven rather than investor-driven, and consider how you would defend them as material.
Policy-as-exhibit may replace policy-as-prose. If Item 404 shifts toward filed policies or website availability, governance documents will carry more weight.
Cybersecurity disclosure could become less prescriptive. That does not mean less scrutiny, it means more emphasis on disciplined, company-specific articulation.
Scaled disclosure thresholds may move. If the Commission expands scaled regimes, public companies near the line should run scenario planning now, especially around audit, controls, and offering flexibility.
Small business capital formation data will be cited more often. The SEC is elevating small business capital formation reporting as a policy input, including through its FY 2025 staff report.
That’s all for now,
Braeden
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About the author
K. Braeden Anderson is a Partner at Gesmer Updegrove LLP, where he leads the firm’s Securities Enforcement & Investigations practice, and chairs Mackrell International’s Blockchain & Digital Assets Group and Securities Enforcement & Investigations Group. He is a nationally recognized securities regulatory and enforcement attorney whose practice sits at the intersection of traditional financial regulation and emerging technology. He has been recognized in Best Lawyers: Ones to Watch® in America (2025) for Financial Services Regulation Law and Securities Regulation, and was named the #1 most-read fintech thought leader in the United States in Mondaq’s Spring 2025 Thought Leadership Awards.
Before joining Gesmer Updegrove, Braeden founded a Washington, D.C.–based law firm. He previously served as Assistant General Counsel at Robinhood Markets, Inc. (NASDAQ: HOOD), advising on high-stakes regulatory and enforcement matters, and earlier practiced at Kirkland & Ellis LLP and Sidley Austin LLP in New York and Washington, D.C.
Braeden is a prominent voice in securities and crypto regulation and a leading example of how lawyers can build brand through education and content. He publishes a weekly newsletter reaching more than 20,000 legal and financial professionals, runs a YouTube channel with over 160,000 subscribers, and regularly produces written and multimedia thought leadership through his blog, Anderson Insights. His work focuses on enforcement trends, fintech regulation, and the evolving role of digital assets in capital markets.
