Regulation S-K -- Non-Financial Disclosure
17 CFR Part 229
Regulation S-K (17 CFR Part 229) is the SEC's central regulation governing non-financial statement disclosure requirements for registration statements and periodic reports. While Regulation S-X governs the form and content of financial statements, Regulation S-K prescribes the content for virtually everything else: business descriptions, risk factors, properties, legal proceedings, management discussion, executive compensation, corporate governance, and related matters.
The regulation is organized into subparts, with each subpart covering a category of disclosure. Individual items within each subpart specify the exact information required. Forms 10-K, 10-Q, S-1, S-3, and other SEC forms reference specific Regulation S-K items to define their content requirements.
2020-2023 Modernization
The SEC undertook a multi-year modernization of Regulation S-K disclosure requirements. Key changes include: elimination of Item 301 (selected financial data) and Item 302 (supplementary financial information) effective February 2021; modernization of Item 101 (business description) to allow principles-based disclosure including human capital resources; addition of Item 106 (cybersecurity) effective September 2023; and revisions to Item 105 (risk factors) requiring a summary for lengthy disclosures and organization by relevant headings.
Key Items by Subpart
Subpart 100 -- Business
| Item | Title | Description | CFR |
|---|---|---|---|
| 101 | Description of Business | General development of the business during the past three years, narrative description of the business and each reportable segment, and information about the registrant's operations. Includes principal products/services, competitive conditions, seasonal factors, customers, backlog, materials, government regulation, human capital resources, and available information. | 17 CFR 229.101 |
| 102 | Description of Property | Location and general character of the principal plants, mines, and other materially important physical properties. Identify whether properties are owned or leased, and describe the general condition and adequacy of the facilities. | 17 CFR 229.102 |
| 103 | Legal Proceedings | Material pending legal proceedings other than ordinary routine litigation incidental to the business. Include the name of the court, date instituted, principal parties, factual allegations, and relief sought. Certain environmental proceedings have a heightened disclosure threshold. | 17 CFR 229.103 |
| 104 | Mine Safety Disclosures | Information concerning mine safety violations and other regulatory matters required by Section 1503(a) of the Dodd-Frank Act for registrants that are operators of mines subject to the Federal Mine Safety and Health Act of 1977. | 17 CFR 229.104 |
| 105 | Risk Factors | Material factors that make an investment in the registrant speculative or risky. Must be organized under relevant headings, concise, and specific to the registrant (generic risks applicable to any issuer should be avoided). A summary of risk factors is required if the full risk factor section exceeds 15 pages. | 17 CFR 229.105 |
| 106 | Cybersecurity | Description of the registrant's processes for assessing, identifying, and managing material risks from cybersecurity threats, and the board of directors' oversight of cybersecurity risk. Added by SEC final rule effective September 2023. | 17 CFR 229.106 |
Subpart 200 -- Securities of the Registrant
| Item | Title | Description | CFR |
|---|---|---|---|
| 201 | Market Price of and Dividends on Registrant's Common Equity | Principal market and trading symbol, high and low sale prices, approximate number of holders, dividend history and policy, and equity compensation plan information table. | 17 CFR 229.201 |
| 202 | Description of Registrant's Securities | Description of each class of registered securities, including rights, preferences, restrictions on transferability, and provisions for sinking funds. | 17 CFR 229.202 |
Subpart 300 -- Financial Information
| Item | Title | Description | CFR |
|---|---|---|---|
| 301 | [Reserved] | Previously required Selected Financial Data (5-year selected financial data table). Eliminated by SEC amendments effective February 2021 as part of the disclosure modernization project. | 17 CFR 229.301 |
| 302 | [Reserved] | Previously required Supplementary Financial Information (selected quarterly financial data). Eliminated effective February 2021. | 17 CFR 229.302 |
| 303 | Management's Discussion and Analysis (MD&A) | Discussion and analysis of the registrant's financial condition, changes in financial condition, and results of operations. Must address liquidity, capital resources, results of operations (including known trends, demands, commitments, events, or uncertainties), critical accounting estimates, and off-balance sheet arrangements (if applicable). | 17 CFR 229.303 |
| 304 | Changes in and Disagreements with Accountants | Circumstances surrounding any change in the registrant's certifying accountant, including any disagreements or reportable events as defined in Item 304(a)(1)(iv). | 17 CFR 229.304 |
| 305 | Quantitative and Qualitative Disclosures About Market Risk | Quantitative information about market risk exposures (interest rate, foreign currency, commodity, equity price) as of the end of the latest fiscal year, and qualitative discussion of how those risks are managed. | 17 CFR 229.305 |
| 308 | Internal Control Over Financial Reporting | Management's annual report on internal control over financial reporting, including management's assessment of the effectiveness of ICFR. Accelerated filers and large accelerated filers must also include the auditor's attestation report. | 17 CFR 229.308 |
Additional Subparts (Summary)
Subpart 400 -- Management and Certain Security Holders
Items 401-407: Directors, executive officers, and corporate governance; executive compensation (including CD&A and all compensation tables); security ownership of management and certain beneficial owners; related party transactions; and corporate governance matters including director independence, audit committee, and code of ethics.
Subpart 500 -- Registration Statement and Prospectus Provisions
Items 501-512: Front cover page requirements, inside front and outside back cover, summary information, use of proceeds, dilution, plan of distribution, interests of named experts and counsel, and undertakings.
Subpart 600 -- Exhibits
Item 601: Master exhibit table specifying which exhibits are required for each form type. Covers articles of incorporation, bylaws, instruments defining rights of security holders, material contracts, certifications, code of ethics, and interactive data files.
Subpart 1100 -- Asset-Backed Securities (Regulation AB)
Items 1100-1125: Specialized disclosure requirements for asset-backed securities, including transaction summary, static pool data, servicer information, credit enhancement, and ongoing reporting requirements under Regulation AB and Regulation AB II.
Subpart 1300 -- Mining Registrants
Items 1300-1305: Disclosure requirements for mining registrants, including mineral resources and reserves, technical report summaries, and qualified person requirements. Added by SEC amendments in 2018, effective January 2021.