On May 5, 2026, the SEC formally proposed rule and form amendments that would permit companies to optionally report semiannually rather than quarterly. The proposed amendments would create a new Form 10-S and also make appropriate amendments to Regulation S-X. The new Form 10-S would have a deadline of 40 or 45 days, based on a company’s filing status, after the end of the first semiannual period of the fiscal year. You can read more in this Press Release, Fact Sheetand Proposed Rule. The proposal will have a 60-day comment period.
SOX Certifications – A Quarter-End Reminder
While it might seem a bit simplistic, errors in the SOX 302 certifications are a frequent yet very avoidable comment from the SEC.
Twist Bioscience, which has a September 30 fiscal year end, included the following language in its SOX 302 certifications in its Form 10-Q for the quarter ended December 31, 2025, and filed on February 2, 2026:
Certification of Principal Executive Officer pursuant to
Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Emily M. Leproust, certify that:
1.I have reviewed this Annual Report on Form 10-K of Twist Bioscience Corporation for the year ended December 31, 2025;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(Balance of certification omitted for this blog post)
Clearly, the first part of paragraph 1, referring to Form 10-K and the year ended December 31, 2025, is an error in this Form 10-Q. This resulted in the following comment from the SEC in a letter dated February 19, 2026:
Form 10-Q for the Quarterly Period Ended December 31, 2025
Exhibits
-
- We note the certifications provided in Exhibits 31 and 32 refer to the incorrect form and period. Please file a full amendment to your Form 10-Q with corrected certifications that refer to the proper form and period. Refer to Item 601(b)(31) and (b)(32) of Regulation S-K and Regulation S-K C&DI 246.14.
Because of the importance of the certifications, this is almost always a “please amend” comment. In this example, the company did in fact amend its Form 10-Q.
To avoid this kind of situation, careful proofreading is all that is required.
As always, your thoughts and comments are welcome!
Chairman Atkins Discusses His ACT Strategy and Commission Priorities
On April 21, 2026, SEC Chairman Paul S. Atkins delivered keynote remarks at a meeting of the Economic Club of Washington. In his remarks he discussed his ACT strategy:
Advance the SEC’s regulatory frameworks into the modern era,
Clarify the SEC’s jurisdictional lines, and
Transform the SEC rulebook by returning it to first principles.
Chairman Atkins’ “advance” discussion focused on crypto and private market related issues. His “clarify” remarks highlighted the Commission’s recent Memorandum of Understanding with the CFTC. In the “transform” section he discussed the Enforcement Division’s focus on fraud and holding individuals accountable and included this list of areas for near-term proposals:
“(1) adopting a regulatory IPO “on-ramp” that supplements the concept that Congress designed in the JOBS Act;
(2) expanding the existing accommodations that are currently available only for emerging and smaller companies to more businesses;
(3) providing nearly all public companies with an easier path to “shelf registration,” which allows them to access the public markets quickly and when market conditions are ideal; and
(4) giving companies the optionality for a quarterly or semiannual regulatory filing cadence.”
As always, your thoughts and comments are welcome!
Yes, the SEC Does Follow Up on Comment Responses!
In our workshops and conferences, we emphasize that when a company states it will change its disclosure in future filings in response to an SEC comment, the CorpFin staff will review the company’s future filings to ensure that the company has made the requested changes. We also discuss how the form of the certifications is a frequent “please amend” comment.
In its Form 10-K for its fiscal year ended November 30, 2022, BestGofer Inc. used this language, including three subparagraphs, for paragraph 4 in its CEO and CFO certifications:
- The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the issuer and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c) disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and
While hopefully none of us have had to memorize the certification language, a quick look at Regulation S-K Item 601(b)31(i) shows us that paragraph 4 should contain these four subparagraphs:
- The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Interestingly, the company omitted paragraph b above addressing ICFR. (That paragraph is bolded and underlined above.)
In a comment letter dated May 25, 2023, the SEC made this comment:
Form 10-K for the Fiscal Year Ended November 30, 2022
Exhibits 31.1 and 31.2
-
- Please revise the Rule 13a–14(a)/15d–14(a) certifications (Exhibit 31) in your Forms 10-K and 10-Q going forward to also include the language in paragraph 4(b) of Item601(b)(31)(i) of Regulation S-K. Please show us an example of what a revised Exhibit 31 will look like.
The company’s response dated June 8, 2023, indicated that the company would include the required language in future filings.
While a company might hope that this would be the end of the story for a comment like this, the staff does indeed follow up to ensure companies keep their commitments in future filings. Unfortunately, BestGofer Inc. did not include this required language in a later Form 10-K, which lead to this “please amend” comment in a letter dated June 25, 2025:
Form 10-K for the Fiscal Year Ended November 30, 2024
Item 15. Exhibits, Financial Statement Schedules
Exhibits 31.1 and 31.2, page 12
-
- Your June 8, 2023 response to comment 1 in our letter dated May 25, 2023 indicated you would revise your Exhibit 31 certifications in future Forms 10-K and 10-Q to also include the language in paragraph 4(b) of Item 601(b)(31)(i) of Regulation S-K. However, you have not done so. Please amend your Form 10-K for the fiscal year ended November 30, 2024 and your Form 10-Q for the period ended February 28, 2025 to include revised Exhibit 31 certifications containing the language precisely as set forth in Item 601(b)(31)(i) of Regulation S-K. Also, ensure future Forms 10-K and 10-Q include the correct language in the Exhibit 31 certifications.
As always, your thoughts and comments are welcome!
SEC Announces 2025 Enforcement Results
On April 7, 2026, the SEC announced its enforcement results for fiscal year 2025. In 2025, 456 enforcement actions were filed. This included 303 standalone actions and 69 “follow-on” administrative proceedings seeking to bar or suspend individuals. You can read more about these results and the Commission’s strategy to refocus enforcement resources to address situations that harm investors, including fraud and the persons who perpetrate fraud.
As always, your thoughts and comments are welcome!
A Frequent (and Avoidable) Liquidity and Capital Resources Comment
In its June 30, 2025, Form 10-Q, Getty Images Holdings, Inc. made this disclosure in the Liquidity and Capital Resources section of their MD&A:
Operating Activities
Cash provided by operating activities is primarily comprised of net income, as adjusted for non-cash items, and changes in operating assets and liabilities. Non-cash adjustments consist primarily of depreciation and amortization, unrealized gains and losses on our foreign denominated debt, equity- based compensation and deferred income taxes.
For the six months ended June 30, 2025 cash provided by operating activities was $21.9 million, as compared to cash provided by operating activities of $68.0 million for the six months ended June 30, 2024. The decrease in cash provided by operating activities was primarily driven by merger related costs.
In a comment letter dated September 26, 2025, the SEC focused on one of their frequent liquidity and capital resources comment issues:
Liquidity and Capital Resources. – Operating Activities, page 35
Please provide a more informative analysis and discussion of changes in cash flows, including changes in working capital components, for each period presented. In doing so, explain the underlying reasons and implications of material changes between periods to provide investors with an understanding of trends and variability in cash flows from operating activities. Ensure your discussion and analysis is not merely a recitation of changes evident from the financial statements. Refer to Item 303(a) of Regulation S-K and sections IV.B and IV.B.1 of SEC Release No. 33-8350.
In their response letter dated October 9, 2025, Getty Images provided this example of expanded disclosure:
For the six months ended June 30, 2025, cash provided by operating activities was $21.9 million, as compared to cash provided by operating activities of $68.0 million for the six months ended June 30, 2024. The decrease in cash provided by operating activities was primarily driven by merger related costs, of which $26.3 million were paid in the six-month period ending June 30, 2025. These costs were comprised mainly of professional services fees, including legal, advisory, accounting and tax fees. In addition, our cash provided by operating activities was impacted by changes in working capital, including reduced cash flows from the change in timing of collections of accounts receivable and the payments of accrued expenses, increased cash flows from the timing of payments for accounts payable and interest, changes in deferred revenue and an increase in cash paid for taxes of $5.6 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024
This discussion of the drivers of cash flow versus a mechanical recitation of operating cash flow reconciling items provides much more useful information.
As always, your thoughts and comment are welcome!
SEC Comment Letter Posting News
At “The SEC Speaks in 2026,” a conference presented by PLI in cooperation with the U.S. Securities and Exchange Commission, members of CorpFin announced that the comment letter posting process is about five months behind. Thus, information about comment letter volume and frequent comment areas will likely not be complete until the posting process is up to date. The staff did not provide an estimate of how long this would take.
As always, your thoughts and comments are welcome!
P.S., PLI provides a complimentary non-accredited live stream of The SEC Speaks, which you can find here.
C&DI’s Renamed as Corporation Finance Interpretations
Over the years we have blogged about the valuable guidance provided by CorpFin’s Compliance and Disclosure Interpretations (C&DIs). We have even lightheartedly referred to them as the CorpFin “candy” dish.
CorpFin has renamed this section of their guidance as Corporation Finance Interpretations, a shorter and perhaps broader name. There is still a consolidated, word searchable version of the interpretations. And we are taking suggestions for fun ways to build a nickname for the now named “CFIs.”
As always, your thoughts and comments are welcome!
PCAOB Creates Audit Practitioner Fellowship Program
On March 13, 2026, the PCAOB announced its new Audit Practitioner Fellowship Program, in which audit practitioners will join the PCAOB Office of the Chief Auditor as full-time employees for a two-year term.
According to PCAOB Chairman Demetrios (Jim) Logothetis:
“This fellowship program will enable the PCAOB to tap into the deep expertise of professionals with in-the-field perspectives on the latest technologies that are reshaping the financial reporting ecosystem. Their insights will strengthen our ability to anticipate what lies ahead and enhance our understanding of the most pressing issues affecting auditing.”
You can find more information and a link to the application process in this News Release. The application process will close on May 15, 2026.
As always, your thoughts and comments are welcome!
An SEC Comment on a Control Deficiency
In its Form 10-Q for the quarter ended June 30, 2025, The Goodyear Tire & Rubber Company disclosed that it had identified errors in its previously issued financial statements related to the historical currency remeasurement of its operations in Turkey, which had been designated a highly inflationary economy beginning April 1, 2022:
NOTE 16. REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
As discussed in Note 1, in preparing the consolidated financial statements as of and for the three and six months ended June 30, 2025, we identified errors in our previously issued financial statements related to our historical computation of currency remeasurement of our foreign operations in Turkey, which was designated as a highly inflationary economy beginning April 1, 2022. The identified errors impacted our previously issued 2022, 2023 and 2024 annual and interim financial statements. The impact of the errors on the previously issued consolidated statements of operations and comprehensive income for the quarter ended March 31, 2025 were de minimis. There were no impacts on previously reported cash flows from operating, investing and financing activities in any prior periods.
We evaluated the errors in accordance with SEC Staff Accounting Bulletin Nos. 99 and 108 and determined that the related impacts were not material in any previously issued annual or interim financial statements. We revised the prior period amounts presented in these financial statements to correct the errors. The applicable notes to the accompanying financial statements have also been corrected to reflect the impact of the revisions of the previously filed consolidated interim financial statements.
The following tables reflect the impact of the revision to the specific line items presented in our previously reported financial information.
Impacts to Consolidated Statements of Operations and Comprehensive Income (in millions, except per share data)
As you might expect with this type of revision, the SEC asked Goodyear about related ICFR implications in a comment letter dated September 10, 2025:
Form 10-Q for the Period Ended June 30, 2025
Notes to Consolidated Financial Statements
Note 16. Revision of Previously Issued Financial Statements, page 33
-
- We note your disclosure that you identified and corrected immaterial errors related to your historical presentation of your foreign operations in Turkey. Please tell us further details of the error, including, but not limited to, a discussion of who identified the error, when, and how, and whether it was the result of any control deficiency. In your response ensure you include a thorough discussion and description of the control deficiency to the extent one was identified, the Company’s evaluation of whether it was a control deficiency, significant deficiency, or material weakness, and any remediation plans. To the extent the Company concluded there was not a control deficiency, tell us why.
As you can read in the company’s September 23, 2025 response letter, Goodyear explained that the error was identified during second-quarter 2025 close procedures. The issue arose from a manual process used to remeasure inventory and accounts payable balances in Turkey following that country’s designation as highly inflationary.
Management concluded that the root cause was a design deficiency—specifically, the lack of an effectively designed control to verify that manually translated balances agreed to the general ledger.
Importantly, Goodyear evaluated the deficiency under the SEC’s internal control framework and concluded:
- The deficiency was limited to Turkey, which represented approximately 2% of consolidated revenues and less than 1% of consolidated assets in the affected years.
- The impact was confined to inventory and accounts payable in Turkey.
- It was not reasonably possible that the potential misstatement could be larger than the actual error identified.
- There were no broader indicators of pervasive control failures or fraud.
Based on this analysis, the company determined that the issue constituted a significant deficiency, but not a material weakness, and that its internal control over financial reporting remained effective.
Goodyear also implemented a remediation plan that included redesigning the balance sheet remeasurement control to calculate translated Turkey balances and agree them to the U.S. dollar general ledger.
Following its review of Goodyear’s response, the SEC did not issue additional comments. In other words, the Staff accepted the company’s internal control conclusions.
For practitioners, this comment letter underscores the importance of documenting complex judgments contemporaneously and thoroughly.
As always, your thoughts and comments are welcome!