Preparing for the 2026 Public Company Reporting Season

As public companies prepare for the 2026 reporting season, now is a good time to review and refresh last year’s disclosures. 

Key Takeaways 

1.  Public companies should anticipate significant changes in annual report and proxy statement disclosures for 2026, including evolving requirements and guidance on diversity, ESG, shareholder engagement, and proxy advisory firm policies, driven by recent court decisions, executive orders, and regulatory updates. 

2. The SEC, state legislatures, and proxy advisory firms have introduced new rules and guidance affecting shareholder proposal processes, board diversity disclosures, and proxy voting recommendations, requiring companies to closely monitor and adapt to shifting compliance and governance expectations. 

3. Foreign Private Issuers and smaller reporting companies face new Section 16 reporting obligations and eligibility clarifications, while all issuers should remain vigilant about timely and accurate SEC filings amid ongoing regulatory changes and the transition to EDGAR Next. 

In anticipation of the upcoming reporting season, this Update highlights some of the most significant rule changes, guidance, institutional investor priorities, and trends for public companies to consider in preparing annual report and proxy statement disclosures in 2026, including: 

• Evolution of diversity, ESG, and related disclosures  
• Schedule 13G eligibility and shareholder engagement
• Proxy advisory firm updates  
• Rule 14a-8 process updates
• Reminders and hot topics 

Evolution of Diversity and ESG Disclosures 

Nasdaq Diversity Rules Struck Down 

With the changing political environment and numerous court challenges, the past years was fraught with continued changes to the way companies, institutional investors, proxy advisory firms, and other stakeholders think about environmental, social, and governance (ESG) disclosures, including those surrounding diversity, equity, and inclusion (DEI).  

First, at the end of 2024, the United States Court of Appeals for the Fifth Circuit struck down Nasdaq’s board diversity rules, reasoning that the SEC had exceeded its authority granted under the Securities Exchange Act of 1934, as amended (Exchange Act), in approving the diversity rule.  

In 2021, the SEC approved Nasdaq’s proposal regarding director diversity for Nasdaq-listed companies. Nasdaq’s rule required its listed companies to disclose diversity characteristics of board members via a “board diversity matrix” and also required listed companies to have at least two diverse board members, or, in the event they did not, to disclose the reason they did not have such diverse board members. 

The Fifth Circuit concluded the Nasdaq diversity rules implicated the “major questions” doctrine; therefore, absent a clear congressional mandate, the SEC lacked statutory authority to authorize the diversity rule. The court did not find any clear congressional mandate, stating that “disclosure is not an end in itself but rather serves other purposes . . . . [A] disclosure rule is related to the purposes of the [Exchange Act] only if it is related to the elimination of fraud, speculation, or some other Exchange Act-related harm.” Although the Fifth Circuit vacated Nasdaq’s diversity disclosure requirement, it acknowledged that companies can choose to voluntarily disclose such information, especially in response to investors’ requests. Subsequently, in January 2025, Nasdaq proposed a rule change to the SEC to repeal the diversity rule, which was subsequently approved by the SEC, becoming effective on February 4, 2025. In response to these actions, during the 2025 reporting season, several companies decided to drop the previously required board diversity matrix while other companies, including those not listed on Nasdaq, scaled back board diversity disclosure, especially at the individual director level.   

Executive Orders Related to Diversity, Equity, and Inclusion 

In January 2025, President Trump issued three executive orders aimed at curtailing the use of DEI programs in both the federal government and the private sector, including Executive Order 14173, titled “Ending Illegal Discrimination and Restoring Merit-Based Opportunity.” This executive order terminated the use of “all discriminatory and illegal preferences, mandates, policies, programs, activities, guidance, regulations, enforcement actions, consent orders, and requirements” in all executive departments and agencies. It also prohibited federal contractors and subcontractors from promoting diversity, using affirmative action, and engaging in “workforce balancing based on race, color, sex, sexual preference, religion, or national origin.”  

Most applicable to the private sector, the executive order required the attorney general to submit a report “containing recommendations for enforcing federal civil-rights laws and taking other appropriate measures to encourage the private sector to end illegal discrimination and preferences, including DEI,” and identifying, among other things, “[t]he most egregious and discriminatory DEI practitioners in each sector of concern.” On February 5, 2025, Attorney General Pam Bondi issued a memorandum to all DOJ employees stating that the DOJ “will investigate, eliminate, and penalize illegal DEI and DEIA preferences, mandates, policies, programs, and activities in the private sector and in education institutions that receive federal funds” and instructing the DOJ to propose criminal and civil investigations and litigation activities to support the policies in the executive order. Importantly, the letter includes a footnote clarifying that the memorandum “does not prohibit educational, cultural, or historical observances . . . that celebrate diversity, recognize historical contributions, and promote awareness without engaging in exclusion or discrimination.” Additionally, in July 2025, Attorney General Pam Bondi issued a memorandum to all federal agencies providing guidance to recipients of federal funds and other entities that are otherwise subject to federal antidiscrimination laws, including the private sector, to ensure they do not engage in unlawful discrimination. 

In response to these executive orders and the changing legal landscape around DEI initiatives, during the 2025 annual reporting season, many companies decreased their disclosure around DEI initiatives. For example, some companies scaled back descriptions of workplace initiatives that could implicate DEI, such as affinity groups, and instead focused the disclosure on workforce development more generally. During 2025, there was a marked drop in the use of the terms “ESG” and “DEI,” with companies instead opting to use phrases such as “sustainability and governance” and “inclusion and belonging.” Additionally, companies revisited practices surrounding board nominations and policies related thereto as well as DEI policies disclosed in board committee charters.  

Going forward, we expect continued streamlining of previous ESG and DEI disclosures. Companies would be well-advised to revisit their human capital management and similar disclosure, keeping in mind the company’s compliance with laws, while providing accurate disclosure on the company’s initiatives that address workforce development, talent acquisition, and retention to emphasize how these initiatives improve employee satisfaction and productivity. Companies should also continue to pay attention to proxy advisory firms’ evolving voting recommendations on ESG and DEI matters, as discussed in more detail below, and other interests of the company’s stockholders.  

Schedule 13G Eligibility and Shareholder Engagement 

On February 11, 2025, the SEC published revised Compliance and Disclosure Interpretations (CD&I) 103.11 and new C&DI 103.12 regarding the eligibility of greater-than-5% shareholders to report beneficial ownership on Schedule 13G. The updates provided additional guidance on the types of activities that could cause shareholders to lose their eligibility to report beneficial ownership on the shorter-form Schedule 13G (and thus require reporting on the more disclosure-intensive Schedule 13D). The C&DIs substantively revised the examples of activities that could demonstrate that a shareholder acquired or held the subject securities “for the purpose of or with the effect of changing or influencing the control of the issuer.”  

The determination of whether a shareholder acquired or is holding subject securities with a purpose or effect of changing or influencing control of the issuer is based on all the relevant facts and circumstances and will be informed by the meaning of “control” as defined in Exchange Act Rule 12b-2. The subject matter and context of shareholder engagement with the issuer’s management is instructive. Routine discussions that share views and explain how those views may affect the shareholder’s voting—without pressure to make changes—would not disqualify from Schedule 13G disclosure. By contrast, applying pressure to management to implement specific measures or policy changes can require a shareholder to make more fulsome Schedule 13D disclosures.  

As a result of these updates, companies should expect some changes in how large shareholders interact with management, including: 

• Large shareholders may be less likely to reach out to companies for engagement. If management wants to engage with certain shareholders regarding governance, the company may need to initiate outreach.
• Large shareholders may be reluctant to meet with management if there are known contested items for an upcoming annual meeting. Companies should emphasize “off-season” meetings (i.e., outside of the proxy voting solicitation period).
• When meeting with large shareholders, such shareholders may (1) no longer provide advance feedback on the meeting agenda and (2) provide a disclaimer at the outset that they do not seek to change or influence control of the company.
• Questions from large shareholders may be more open-ended. Management should be prepared by knowing the hot button issues and voting policies of specific investors and highlighting key topics or facts to ensure the investor receives the information they need.
• Large shareholders will be less likely to answer specific questions from management regarding how they intend to vote. Rather than asking direct questions about voting intent, management should phrase questions to ensure the shareholders have the information they need to make an informed decision. 

Proxy Advisory Firm Updates 

As companies prepare for the 2026 proxy season, proxy advisory firms Glass Lewis and Institutional Shareholder Services (ISS) updated their voting guidelines for 2026, which may be found here and here, respectively. These updates come against a broader backdrop of increased regulatory and political scrutiny of proxy advisory firms at both the state and federal levels, signaling a continued focus on the role proxy advisors play in U.S. corporate governance. 

In particular, in June 2025, Texas adopted SB 2337, a law that would require proxy advisors to disclose whether their voting recommendations for certain Texas companies are based on non-financial factors like ESG or DEI. SB 2337 was set to take effect on September 1, 2025, but a preliminary injunction has prevented its enforcement pending a trial on the merits, which is currently scheduled for February 2026. While the law’s practical impact remains uncertain and subject to ongoing legal and constitutional challenges, it reflects a growing trend toward state-level regulation of proxy advisors that public companies should continue to monitor. 

In addition, in December 2025, President Trump issued an executive order titled “Protecting American Investors From Foreign-Owned and Politically Motivated Proxy Advisors,” directing federal agencies to evaluate whether proxy advisory firms, particularly those with foreign ownership, pose risks to U.S. investors or markets and to consider potential regulatory responses. Although the executive order does not itself impose new obligations on issuers, it underscores heightened political attention on proxy advisors and the possibility of future federal action affecting their operations or influence. 

Glass Lewis 2026 Updates 

• Mandatory arbitration provisions. Glass Lewis may recommend voting against the governance committee chair, or, in certain cases, the entire committee, if governing documents following an IPO, spinoff, or direct listing include mandatory arbitration or other rights-limiting terms. This represents an addition to Glass Lewis’ list of problematic governance practices that may be considered for purposes of voting recommendations in the first year following an IPO, spinoff, or direct listing. Per its revised guidelines, Glass Lewis will generally recommend against adopting mandatory arbitration via charter/bylaw amendment absent sufficient rationale and robust disclosure.
• Pay-for-performance methodology. Glass Lewis replaced its letter grade rating system with a scorecard-based model comprising up to six tests, each rated and aggregated (weighted) into an overall score from 0 to 100. See its methodology overview for additional detail.
• Shareholder rights-board accountability. Glass Lewis added to its list of unilateral governance document changes that may cause it to recommend voting against the governance committee chair, or, in certain cases, the entire committee. Additions to the list of problematic unilateral changes include actions that (a) limit submission of shareholder proposals, (b) restrict derivative lawsuits, or (c) implement plurality voting in lieu of majority voting.
• Amendments to charters/bylaws; anti-bundling. Glass Lewis added a new introductory section to its policies on governance structure and shareholder franchise, providing that it will generally review charter and bylaw amendments on a case-by-case basis and is strongly opposed to bundling multiple charter or bylaw amendments into a single proposal because it prevents shareholders from reviewing each amendment on its own merit. Glass Lewis will generally support amendments unlikely to have a material negative impact on shareholders’ interests, but maintained its policies on specific amendment topics, such as amendments to quorum requirements, reincorporation, and exclusive forum provisions.
• Supermajority vote requirements. Glass Lewis clarified its policy regarding proposals to eliminate supermajority thresholds, providing that such proposals will be assessed on a case-by-case basis. Where a company has a large or controlling shareholder, retaining supermajority requirements may be appropriate to protect minority investors, and Glass Lewis may oppose the elimination of such supermajority requirements. 

Starting in 2027, Glass Lewis has indicated that it will no longer publish its standard benchmark proxy voting guidelines and instead will move toward differentiated, client-specific voting frameworks reflecting individual investment philosophies and stewardship priorities. 

ISS 2026 Updates 

• Problematic capital structures—unequal voting rights and dual‑class. ISS eliminated inconsistencies in the treatment of capital structures with unequal voting rights by considering them problematic regardless of whether superior voting shares are classified as “common” or “preferred.” ISS will generally recommend voting against creating a new class of preferred stock with superior voting rights, subject to narrow exceptions.  
• Pay-for-performance—longer horizon. ISS extended its quantitative pay-for-performance evaluation period from three to five years for total shareholder return/CEO pay alignment and financial performance rankings, while assessing CEO pay multiples over one- and three‑year periods.  
• Time‑based equity with long-term time horizons. ISS revised its qualitative pay-for-performance analysis to reflect the importance of longer-term time horizons for time-based equity awards, which provides a more flexible approach.
• Responsiveness to low say‑on‑pay support. ISS increased flexibility for companies to demonstrate responsiveness to low say-on-pay support (less than 70% of votes cast) where the company cannot obtain specific investor feedback but discloses meaningful engagement efforts.  
• High non‑employee director pay. ISS broadened its policy to allow adverse recommendations in the first year for “egregious” practices and to address non‑consecutive patterns of problematic non‑employee director pay.  
• Equity plan scorecard. ISS added (1) a scored factor assessing whether plans disclose cash‑denominated award limits for non‑employee directors and (2) a new overriding negative factor for equity plans found to be lacking sufficient positive features despite an overall passing score.   
• Environmental and social shareholder proposals. ISS shifted away from generally supporting many environmental and social proposals and will now evaluate such proposals on a case‑by‑case basis if they relate to climate change/greenhouse gas emissions, diversity/equality of opportunity, human rights, or political contributions. 

Other Proxy Advisory Firm Considerations 

In light of the presidential executive orders on DEI, on February 11, 2025, ISS announced it will no longer consider board diversity as a factor in making vote recommendations regarding the election of directors under its Benchmark and Specialty policies for shareholder meeting reports published on or after February 25, 2025. Instead, ISS’s policy is to make voting recommendations based on, among other things, “independence, accountability and responsiveness.” On the contrary, Glass Lewis stated in March 2025 that it will continue to consider the diversity of a company’s board when making voting recommendations in the election of directors. Glass Lewis’s current policy for U.S. companies within the Russell 3000 is to recommend a vote against the chair of the nominating committee if the board is not composed of at least 30% gender-diverse directors and against all members of the nominating committee if the board has no gender diversity. Additionally, for U.S. companies within the Russell 1000, Glass Lewis will generally recommend a vote against the chair of the nominating committee if the board does not have at least one director from an underrepresented community. 

Companies are advised to consider these voting guidelines, along with the voting guidelines of any major institutional investors in the company, when considering governance practices, shareholder engagement, and proxy statement disclosures. As proxy advisor policies and oversight continue to evolve, companies should consider how changes in proxy advisor regulation and methodology could affect the company’s governance planning, shareholder engagement, and proxy disclosures. At the same time, regulatory attention has extended beyond proxy advisory firms to the mechanics of the shareholder proposal process itself, with a series of SEC actions and policy shifts affecting Rule 14a-8 and the availability of no-action relief, as discussed in more detail below. 

Rule 14a-8 Process Updates 

Throughout 2025, the SEC has taken action related to the Rule 14a-8 process that has already affected, and will undoubtedly continue to affect the upcoming proxy season. First, in February 2025, the staff of the SEC’s Division of Corporation Finance (Staff) issued Staff Legal Bulletin No. 14M (SLB 14M). SLB 14M rescinded, in part, Staff Legal Bulletin No. 14L, which had been issued under the Biden administration. SLB 14M reinstated the portions of Staff Legal Bulletin Nos. 14J and 14K analyzing the micromanagement exclusionary basis under Rule 14a-8(i)(7), including the application of Rule 14a-8(i)(7) to proposals regarding executive and director compensation.  

SLB 14M also reinstated guidance from Staff Legal Bulletin Nos. 14I and 14K, respectively, on the application of exclusionary bases under Rules 14a-8(i)(5) (economic relevance) and 14a-8(i)(7) (ordinary business), with minor revisions. The updated guidance on Rule 14a-8(i)(5) provides that, if the proposal relates to operations that account for less than 5% of the company’s total assets, net earnings, and gross sales, the Staff’s analysis of a no-action request will focus on the proposal’s significance to the company’s business. In determining whether a proposal is “otherwise significantly related to the company’s business,” Staff will evaluate the proposal in light of the “total mix” of information available about the company.  

Going forward, SLB 14M also dictates that Staff will review an exclusionary argument under Rule 14a-8(i)(7) on a company-specific basis, focusing on “whether the proposal deals with a matter relating to an individual company’s ordinary business operations or raises a policy issue that transcends the individual company’s ordinary business operations.” SLB 14M clarifies that whether the significant policy exception applies depends on the particular policy issue raised by the proposal and its significance to the company, as opposed to whether the proposal raises a policy issue with broad societal impact or raises issues that are universally significant. 

The change to the analysis of these two bases (economic relevance and ordinary business) as compared to previously rescinded Staff Legal Bulletin Nox. 14I and 14K, was to discontinue the prior Staff recommendation that companies submitting a no-action request on either basis include a discussion reflecting the board’s analysis of the particular policy issue raised in the shareholder proposal and its significance to the company because the Staff did not find these board analyses helpful in evaluating a no-action request.  

SLB 14M also reiterated clarifications on the use of images in shareholder proposals, proof of ownership letters, and the use of email to transmit shareholder proposals and related communications that had been included in the various rescinded bulletins. 

Further, in June 2025, the SEC formally withdrew proposed amendments to Rule 14a-8. The amendments, proposed during the Biden administration, included revisions to the substantial implementation exclusion under Rule 14a-8(i)(10), the duplication exclusion under Rule 14a-8(i)(11), and the resubmission exclusion under Rule 14a-8(i)(12) and likely would have made it more challenging to keep shareholder proposals out of proxy statements on these three exclusionary grounds. The SEC no longer intends to issue final rules with respect to these proposed amendments. 

In November 2025, citing limited time and resources stemming from the 2025 government shutdown and a high volume of filings requiring Staff review, the SEC announced it will not respond to shareholder proposal no-action requests and will not provide its views on a company’s intended reliance on any basis for exclusion of a shareholder proposal except for requests to exclude a shareholder proposal on the grounds that the proposal is improper under state law pursuant to Rule 14a-8(i)(1). Although companies may proceed to exclude shareholder proposals without Staff input, a company that plans to do so must notify both the shareholder proponent and the SEC of its intention to exclude a shareholder proposal at least 80 days before filing its definitive proxy statement in accordance with Rule 14a-8(j). Such notices should be submitted to the SEC using its shareholder proposal form, just like the submission of a no-action request. If a company wants the Staff to respond to its notice of intent to exclude, the company (or its counsel) has to include an unqualified representation that the company has a reasonable basis to exclude the proposal based on Rule 14a-8, prior published SEC guidance, or judicial decisions. In that case, the Staff will respond by indicating that, based on the company’s representation, the Staff will not object to the exclusion. Staff will not evaluate the reasonableness of the representation by the company. 

The SEC has set up a webpage containing all correspondence submitted to the SEC relating to the 2025-2026 proxy season and any SEC responses to that correspondence. Thus far, a substantial majority of the Rule 14a-8(j) notifications submitted to the SEC, stating a company plans to exclude a proposal and including the requisite representation, are on procedural grounds, which was expected given the uncertain landscape and the potential for litigation in the event a company excludes a shareholder proposal. 

On December 11, 2025, President Trump issued an Executive Order titled “Protecting American Investors From Foreign-Owned and Politically Motivated Proxy Advisors.” As discussed above, a majority of this Executive Order applies to proxy advisory firms and rules and regulations related to those firms; however, Section 2(b) of the Executive Order states that “the SEC Chairman shall consider revising or rescinding all rules, regulations, guidance, bulletins, and memoranda relating to shareholder proposals, including Rule 14a-8 . . . .” As the Spring 2025 Regulatory Flexibility Agenda already includes the consideration of rule amendments to Rule 14a-8, changes to Rule 14a-8 may be forthcoming.  

States are also taking the shareholder proposal process into their own hands. In May 2025, the Texas governor signed into law Senate Bill 1057 (SB 1057), which became effective on September 1, 2025. For publicly traded companies with certain nexuses to the state of Texas that opt into SB 1057, SB 1057 increases the requisite ownership thresholds for a shareholder to be eligible to submit a shareholder proposal. SB 1057 also requires the shareholder proponent to solicit the holders of at least 67% of the voting power of shares entitled to vote, potentially increasing proxy solicitation costs a shareholder proponent must incur. 

Reminders and Hot Topics 

Anticipated Regulatory Changes in 2026 

On January 13, 2026, SEC Chair Paul Atkins released a statement regarding his instructions to the Division of Corporation Finance to engage in a comprehensive review of Regulation S-K. Regulation S-K contains most of the specific disclosure requirements for topics that are addressed in both periodic reports and registration statements.  

The first focus for this process is on executive compensation disclosures, on which the SEC staff has already received comments and input. Chair Atkins noted that the staff is in the process of proposing recommendations for revisions to these rules. He also encouraged members of the public to provide views on other disclosure topics as soon as possible and by no later than April 13, 2026. We anticipate rule change proposals related to these efforts in 2026 and beyond. 

Climate Disclosure Rules 

As discussed in a prior Update, in March 2022, the SEC proposed extensive rules regarding climate risk disclosures, and final rules were adopted in March 2024. The rules would have required registrants to disclose, among other things, (a) climate-related risks that could have a material impact on the registrant’s business, (b) any measures undertaken to mitigate a material climate-related risk, and (c) the oversight, if any, exercised by the board to contain climate-related risks.  

Shortly after the rules’ adoption, a coalition of parties challenged the rules’ legality in court, and that litigation was subsequently consolidated in the United States Court of Appeals for the Eighth Circuit (Eighth Circuit). In April 2024, the SEC voluntarily stayed the rules pending resolution of the litigation. 

Throughout 2025, the climate rules were subject to litigation ping-pong between the SEC and the Eighth Circuit. In February 2025, as a result of the change in presidential administrations and the Trump administration’s January 2025 executive order freezing regulatory action by federal agencies, Acting Chair of the SEC Mark T. Uyeda directed the SEC staff “to notify the [Eighth Circuit] of the changed circumstances and request that the [Eighth Circuit] not schedule the case for argument to provide time for the [SEC] to deliberate and determine the appropriate next steps . . . .” On March 27, 2025, the SEC Commissioners voted to end the SEC’s defense of the climate disclosure rules, and on April 24, 2025, the Eighth Circuit granted a motion to hold the case in abeyance and directed the SEC to file a status report within 90 days advising the court whether it intended to review or reconsider the final rules. On July 23, 2025, the SEC informed the Eighth Circuit that it did not intend to review or reconsider the rules at that time and effectively asked the Eighth Circuit to decide the case on the merits. In September 2025, the Eighth Circuit rejected the SEC’s request, stating that the case will be held in abeyance until the SEC reconsiders the climate rules via notice-and-comment rulemaking or renews its defense of the rules. The climate disclosure rules litigation remains on pause until the SEC makes a move.  

It is unclear what the SEC will do next with the climate rules. Regardless, companies should continue to assess their climate risk disclosure in light of other applicable SEC rules, such as disclosure included in financial statements, risk factor disclosure, and climate risks’ impact on the company’s financial condition and results of operations. State and international climate disclosure rules may also necessitate climate-related disclosure in various external-facing documents.  

Changes to Smaller Reporting Company Status 

In August 2025, the SEC issued C&DI 130.05, providing guidance on how smaller reporting companies (SRC) under the revenue test transition to non-SRC status. The guidance clarifies that a company that ceases to qualify as an SRC based on revenue will remain eligible to file as an SRC through its first-quarter Form 10-Q of the following fiscal year. As a result, for filings due in that fiscal year, the company will generally be treated as a non-accelerated filer, even if it would otherwise meet the thresholds for accelerated or large-accelerated filer status. This clarification allows issuers to better anticipate the sequencing and timing of Form 10-K, Form 10-Q, and related regulatory filings in the year following a change in SRC eligibility and provides additional lead time to adjust internal reporting and disclosure processes. 

Section 16 Reporting Changes for Foreign Private Issuers 

In December 2025, President Trump signed the Holding Foreign Insiders Accountable Act into law as part of the annual defense authorization bill. Under this new law, the longstanding exemption from Section 16(a) of the Exchange Act for directors and officers of Foreign Private Issuers (FPIs) will be eliminated effective March 18, 2026. As a result, directors and officers of FPIs with registered U.S. equity securities will be required to file insider ownership and trading reports on Forms 3, 4, and 5 on the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system, within the same timeframes that apply to domestic issuers. 

Notably, the amendment applies only to the reporting obligations under Section 16(a). It does not extend the short-swing profit disgorgement provisions of Section 16(b) or the short-sale restrictions of Section 16(c) to FPI insiders, nor does it currently impose Section 16(a) reporting on beneficial owners of more than 10% of an FPI’s equity absent future SEC rulemaking. FPIs should begin preparing for compliance, including reviewing internal reporting processes and director/officer filing responsibilities, as the change will introduce new disclosure requirements and operational burdens for affected issuers and their insiders. FPIs also should begin the process of obtaining EDGAR filing codes for insiders, to the extent those insiders do not already have filing codes, in order to be in a position to comply with the new reporting requirements effective in March 2026. With the transition to EDGAR Next during 2025, this is a more time-consuming task.  

Item 405 and Late Section 16 Filing Reminders 

Finally, as companies continue to prepare for the upcoming proxy season and implement new reporting guidance, it is important to maintain attention to Item 405 disclosures, which include the reporting of late Section 16 filings. The recent transition to EDGAR Next may affect the timing and processing of these filings, so issuers should review their internal procedures to ensure that Forms 3, 4, and 5 are submitted accurately and on time. Remaining vigilant in this area will help prevent inadvertent reporting issues and support compliance with SEC disclosure obligations.