As the year-end reporting season approaches, many public companies are starting preparations for their annual reports on Form 10-K to be filed in early 2026. Below are five key reminders as preparations begin.

1. Refresh MD&A and Risk Factor Disclosure.
   
   The objective of management’s discussion and analysis (MD&A) is to better allow investors to view the company’s financial condition and results of operations from management’s perspective. A quality MD&A allows an investor to understand the company’s business model and strategy, the key drivers of the company’s financial results, and the material known trends that could affect the company’s future financial results and capital resources. MD&A should be dynamic, and companies benefit from periodically reviewing the MD&A requirements in Item 303 of Regulation S-K and related Securities and Exchange Commission (SEC) guidance and comments (see the next key reminder), taking a fresh look at MD&A as drafted, and considering where changes or enhancements could enable investors to better understand the company from management’s eyes.
   
   Risk factors should also be reviewed for updates as current risks evolve and new risks emerge. For example, companies should consider the impact of tariffs and trade policy on cost structures, profitability, consumer demand, operational changes, and supply chains. In addition, they may need to consider risks relating to generative artificial intelligence (AI) including regulatory uncertainty, cybersecurity threats, competitive pressures, and reputational concerns, among others. Other topics that continue to evolve include economic policies, geopolitical conflicts in the Middle East and Ukraine, cybersecurity vulnerabilities, immigration policies, and climate-related risks. When refining risk factor disclosure, companies should tailor their risk disclosure specific to their business or industry.
   
   Risk factor updates should align with changes in other sections of the Form 10-K, including the Business section, MD&A, cybersecurity disclosures, and financial statement notes. If the company experienced an extraordinary event during the year, such as a merger, acquisition, significant divestiture, or other change in the business, it should consider whether updates to risk factors are needed to reflect the current state of the business. Hypothetical language in risk factors should be reviewed and updated to reflect actual developments and events, where applicable.
   
   Companies should also ensure compliance with SEC requirements:
• Focus on material risks specific to the company and avoid boilerplate disclosures.
• Organize risk factors under subject matter headings.
• Place generic risks, if included, under the heading “General Risk Factors.”
• If risk factor disclosure is over 15 pages long, include a risk factor summary not to exceed two pages, summarizing the company’s principal risk factors.
  
  
2. Give Due Consideration to SEC Staff Comment Letters.
   

   SEC comment letters continue to focus on MD&A and non-GAAP measures as key areas of focus.
   MD&A comments often focus on results of operations, liquidity, and critical accounting estimates. For example, comments may seek more explanation of material changes in financial condition and results of operations, disclosure and quantification of factors driving changes in line items, and discussion of macroeconomic trends (tariffs, inflation, interest rates, supply chain challenges), or expanded discussion and analysis of liquidity and capital resources including material cash requirements, and critical accounting estimates.

   Non-GAAP measure comments address a wide variety of issues including undue prominence of the non-GAAP measure, potentially misleading adjustments, reconciliation requirements, disclosure of the purpose and use of the non-GAAP measure, and whether the measure is labeled appropriately as a liquidity or performance measure, among others.

   In addition to these two topics, SEC staff comments on segment reporting have increased significantly following the FASB’s Accounting Standards Update 2023-07,¹ which amended segment reporting requirements in ASC Topic 280. ASU 2023-07 was effective for fiscal years beginning after December 15, 2023, so calendar-year companies were first required to implement the updated requirements in their Form 10-K for fiscal year 2024 filed in early 2025. Consistent with past practice, the comments often sought additional detail about operating segments, including information on how the company identified them. In light of the updated accounting standard, the staff also issued comments when it appeared a company omitted new disclosure required under the standard, such as the title and position of the individual, or the group or committee, identified as the chief operating decision maker (CODM); significant segment expenses; and how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

   As discussed in the last key reminder below, CEO and CFO certifications should be reviewed carefully each quarter. SEC staff will issue comments on these certifications including, for example, relating to completeness of the Section 302 language, dates, and signatures, which may result in the need to file an amendment to the filing.
   
   

3. Confirm Filer Status.
   
   Companies should verify whether they qualify as a large accelerated, accelerated, or non-accelerated filer, and whether they meet the criteria for smaller reporting company or emerging growth company (EGC) status. These classifications, which are generally based, at least in part, on market capitalization as of the end of the second quarter, influence timing for Form 10-K submission and whether auditor attestation of internal controls over financial reporting is required, as well as other disclosure requirements. In August 2025, the SEC’s Division of Corporation Finance published new Compliance and Disclosure Interpretation Question 130.05, providing guidance on determining accelerated or large accelerated filer status after losing status as a smaller reporting company.
   
   Companies that went public during the 2020-2021 IPO boom may soon lose EGC status due to the passage of time—as a reminder, unless the company is a large accelerated filer (and thus lost EGC status earlier), a company will lose EGC status on the last day of the fiscal year following the fifth anniversary of the IPO.² Loss of EGC status triggers several additional disclosure and other requirements including, among others, disclosure of a full compensation discussion and analysis section and votes on say-when-on-pay and say-on-pay.
   
   
4. Review and Update the Exhibit Index.
   
   The Form 10-K for fiscal year 2025 will mark the third year that clawback policies—required under stock exchange listing standards—must be filed as exhibits, and the second year for insider trading policies. Companies should confirm that the most current versions of these policies are included as exhibits to the Form 10-K. If there have been no changes, the policies may be incorporated by reference from the prior filings.
   
   Additionally, Item 601(b)(4) of Regulation S-K requires an exhibit with a description of capital stock detailing information under Items 202(a)-(d) and (f) of Regulation S-K for each registered class of securities (e.g., capital stock, debt, warrants, rights, ADSs). Companies should review this exhibit carefully, especially if there were amendments to the charter or bylaws or material changes in capital structure—such as the conversion of dual class shares to single class shares—in the past year.
   
   Companies should also ensure compliance with SEC requirements:
• Review Forms 10-Q and 8-K filed in the last year and cross-reference any exhibits previously filed.
• Check for updates related to the charter, bylaws, material contracts and amendments (including immaterial amendments not previously filed), and the list of subsidiaries. Any expired or terminated material contracts with no continuing obligations should be removed from the exhibit index.
• Confirm that proper auditor consents referencing each currently outstanding registration statement are included.
• Confirm that all exhibits in the exhibit index are either included in the filing or have active hyperlinks, linking to the correct exhibit in the previous filing, as applicable.
• Confirm whether any confidential treatment orders are due to expire in 2026 so that extensions can be sought or transition to the rules for redacted exhibits, if appropriate.
  
  
5. Carefully Review Section 302 and Section 906 Certifications.
   

   CEO and CFO certifications under Sections 302 and 906 require careful attention and should be reviewed each quarter.
   
   Newly public companies filing their second annual report are required to maintain and evaluate internal control over financial reporting and, therefore, the CEO and CFO will need to certify to their assessment of the company’s internal control over financial reporting. These companies will need to 1) update their Section 302 certifications so that the principal executive officer and principal financial officer make all required certifications, and ensure that their Section 302 certifications are updated in subsequent Form 10-Q filings, and 2) update the language in Item 9A, Part II of the Form 10-K to include management’s report on internal control over financial reporting and, if applicable, a statement regarding the outside auditor’s attestation report. Note that failure to comply with these requirements may result in staff comment letters and, in some cases, a requirement to file an amendment to the 10-K.
   
   In addition to the reminders for preparing the Form 10-K, it is also important to keep in mind that the filing of the Form 10-K may require updates to outstanding registration statements. If the company has any outstanding registration statements on Form S-1 that do not permit forward incorporation by reference, then it will need to file a post-effective amendment to the Form S-1 in order to incorporate the annual financial statements by reference. If the company has any outstanding registration statements on Form S-3, then it will need to ensure that it continues to meet the eligibility requirements for using the Form S-3 as of the time it files its Form 10-K or amend onto a Form S-1. If it previously filed a well-known seasoned issuer (WKSI) shelf registration statement, it will need to confirm that it is still a WKSI in order to use that registration statement; otherwise, it will need to amend onto a form it is eligible to use.
   
   For more information on annual reporting requirements or any related matter, please contact any member of the firm’s Public Company Representation practice.

[1] See FASB's Accounting Standards Update No. 2023-07, amending Segment Reporting (Topic 280), November 2023.

[2] A company could also lose EGC status due to exceeding the threshold for annual gross revenues or the threshold for the issuance of non-convertible debt. See Exchange Act Rule 12b-2.