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Welcome to the spring edition of Securities Quarterly Update, a publication that provides updates and guidance on securities regulatory and compliance issues. In this edition, we review important disclosure considerations for quarterly reports, annual meeting considerations, the anticipated SEC rulemaking agenda, capital markets and sustainability updates, and considerations for the review of corporate governance documents.

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Companies should consider whether additional disclosure is needed in their upcoming Form 10-Q filings to address the management of AI risks, opportunities, and controls, to the extent that there have been changes from their Form 10-K filings (for instance, risk factors and MD&amp;A).

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Tariff uncertainty continues, including around potential tariff refunds. Companies should consider whether additional or updated disclosure is required.

The war in Iran has introduced new risks into capital markets, with the effects of increased price volatility in the oil markets, supply chain disruption, and increased defense spending impacting many companies. Companies should consider whether additional disclosure is required to address this evolving geopolitical risk.

The SEC is experiencing a backlog in public posting of comment letters as a result of the previous government shutdown. Accordingly, companies should expect that recent comment letters will take longer than usual to become public.

Annual Shareholder Meeting Considerations

Shareholder proposal-related litigation has increased following the SEC’s <a href="https://www.sec.gov/newsroom/speeches-statements/statement-regarding-division-corporation-finances-role-exchange-act-rule-14a-8-process-current-proxy-season" target="_blank" rel="noreferrer noopener">statement</a> in November 2025 that it wouldno longer respond to most Rule 14a-8 no-action requests. As of April 1, 2026, six lawsuits had been filed against companies that elected to exclude proposals, of which three settled and three remain pending. Additionally, the SEC was <a href="https://democracyforward.org/wp-content/uploads/2026/03/SEC-Complaint-031926.pdf" target="_blank" rel="noreferrer noopener">sued</a> over its statement, with the plaintiffs seeking to stop implementation of the policy.

Vanguard’s Realignment and Schedule 13G Filings

In 2025, The Vanguard Group, Inc. announced its plan to realign and split into two separate investment advisers, which was completed in January 2026. In March 2026, Vanguard <a href="https://www.sec.gov/edgar/browse/?CIK=0000102909" target="_blank" rel="noreferrer noopener">filed</a> over 1,000 Schedule 13G amendments reporting that it no longer beneficially owned any shares held by the funds managed by the new investment advisers. Companies that have not yet filed their proxy statement should check for any new Schedule 13G or 13G/A filings and update their beneficial ownership tables accordingly.

In January 2026, the SEC issued a new <a href="https://www.sec.gov/rules-regulations/staff-guidance/corporation-finance-interpretations/proxy-rules-schedules-14a14c#133.02" target="_blank" rel="noreferrer noopener">Corporation Finance Interpretation</a> (f/k/a Compliance and Disclosure Interpretation), indicating that it will not object if companies conduct their broker search less than 20 business days before the record date, provided they reasonably believe their proxy materials will be timely disseminated and otherwise comply with Rule 14a-13. Companies should confirm with Broadridge regarding broker search timing and keep in mind DTC, NYSE, and other third-party deadlines.

Many companies now hold virtual shareholder meetings. Broadridge <a href="https://www.broadridge.com/_assets/pdf/2025proxypulse-updated.pdf" target="_blank" rel="noreferrer noopener">reported</a> that it hosted 2,506 virtual shareholder meetings from July 2024 to June 2025. Of those meetings, 91% provided a “live” question feature and had average attendance of 26 shareholders and guests.

During 2025, some annual meetings facilitated by Broadridge were delayed due to technical issues with the virtual meeting link. Companies should plan ahead for a backup option in the event of any technical disruptions; for instance, Broadridge can provide a teleconference option.

Companies including proposals for new plans or increases in shares authorized under existing plans are required to file a Form S-8 registration statement registering shares issuable if the plan or amendment is approved. Companies listed on the NYSE or an affiliated exchange are also required to submit a supplemental listing application. Additionally, companies are required to provide a prospectus to plan participants; in most cases, electronic distribution should be permitted under SEC rules.

Companies that ask shareholders to approve the frequency of the say-on-pay vote should also ensure that the board of directors approves the frequency. The frequency selected by the board of directors is required to be disclosed in the Form 8-K for the annual meeting results or a Form 8-K/A filed within 150 calendar days of the annual meeting.

For companies asking shareholders to approve an amendment to their certificate of incorporation, the amendment needs to be filed with the applicable state of incorporation in order to become effective. A copy of the as-filed amendment should either be included in an Item 5.03 on Form 8-K or as an exhibit to the next periodic report. If shareholders approve any bylaw amendments, the filing of such amendments should be treated similarly.

NYSE Annual Corporate Governance Affirmations

Companies listed on an NYSE exchange are required to complete an annual corporate governance affirmation within 30 days of the annual meeting date.

Nasdaq recently issued several rule proposals, including one permitting trading of certain tokenized securities that the SEC <a href="https://www.sec.gov/files/rules/sro/nasdaq/2026/34-105047.pdf" target="_blank" rel="noreferrer noopener">approved</a> in March 2026. In late March, the SEC extended time to act on two Nasdaq proposals that would add a $5 million minimum market value <a href="https://www.sec.gov/files/rules/sro/nasdaq/2026/34-104688.pdf" target="_blank" rel="noreferrer noopener">continued listing requirement</a> and related delisting procedures for companies listed on the Global and Capital markets and additional <a href="https://www.sec.gov/files/rules/sro/nasdaq/2025/34-103979.pdf" target="_blank" rel="noreferrer noopener">initial listing criteria</a> for companies primarily operating in China.

In November 2024, FINRA proposed increases to the cap on its public offering fees and implementation of private placement fees. The changes were initially scheduled to take effect on July 1, 2025, but have since been <a href="https://www.finra.org/sites/default/files/2025-06/sr-finra-2025-007.pdf" target="_blank" rel="noreferrer noopener">delayed</a> to January 1, 2027.

SpaceX recently confidentially filed to go public, targeting a valuation of more than $2 trillion. The IPO could help reinvigorate the IPO market. Additionally, Nasdaq recently approved <a href="https://indexes.nasdaqomx.com/docs/Methodology_NDX_Effective_May_1_2026.pdf" target="_blank" rel="noreferrer noopener">new rules</a>, effective May 1, 2026, which include a “fast entry” rule designed to make it easier for large-cap companies (such as SpaceX) to quickly join the Nasdaq-100 Index.

On March 19, 2026, the SEC issued a new <a href="https://www.sec.gov/rules-regulations/staff-guidance/corporation-finance-interpretations/securities-act-forms#116.26" target="_blank" rel="noreferrer noopener">Corporation Finance Interpretation</a>, providing that a company that registered securities for sale pursuant to an at-the-market (ATM) program prior to becoming subject to baby shelf rules could continue to sell the full amount of securities registered after becoming subject to the baby shelf rules, even if such amount exceeds the baby shelf limitations.

The SEC is expected to release new rules on a variety of topics in the coming months, including “blockbuster” proposals to, among other things, provide for semiannual reporting (rather than quarterly reporting), simplify Regulation S-K, modernize the shareholder proposal process under Rule 14a-8, expand the definition of accredited investors, and regulate crypto assets. As part of this initiative, the SEC <a href="https://www.sec.gov/newsroom/press-releases/2025-73" target="_blank" rel="noreferrer noopener">previously</a> requested public comments and held a roundtable on executive compensation disclosures during 2025, and in <a href="https://www.sec.gov/newsroom/speeches-statements/atkins-statement-reforming-regulation-s-k-011326" target="_blank" rel="noreferrer noopener">January 2026</a>, began soliciting comments on reforming Regulation S-K.

In <a href="https://ww2.arb.ca.gov/news/carb-approves-climate-transparency-regulation-entities-doing-business-california" target="_blank" rel="noreferrer noopener">February 2026</a>, the California Air Resources Board (CARB) approved regulations implementing SB 253, including the deadline for compliance with certain greenhouse gas (GHG) emissions reporting requirements. Companies subject to SB 253 are required to disclose their Scope 1 and Scope 2 GHG emissions by August 10, 2026.

SB 261 is paused pursuant to court order and is pending litigation. A limited number of companies have posted SB 261 reports through CARB’s portal.

Companies should consider whether to update their code of conduct, insider trading policy, and other policies to address AI and prediction markets.

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This publication may be reproduced, in whole or in part, with the prior permission of Thompson Hine LLP and acknowledgment of its source and copyright. This publication is intended to inform clients about legal matters of current interest. It is not intended as legal advice. Readers should not act upon the information contained in it without professional counsel.

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Securities Quarterly Update – Spring 2026

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