Transitional FAQs: Amended Regulation S-K Items 101, 103 and 105


Authored by RSM US LLP

In response to questions about the revised disclosure requirements and related rules in Release No. 33-10825, Modernization of Regulation S-K Items 101, 103, and 105, the SEC recently issued transitional FAQs, which address matters such as:

  • Whether a prospectus supplement filed on or after November 9, 2020 (the effective date of Release No. 33-10825), must comply with the new rules if the related Form S-3 became effective before November 9, 2020
  • The fact that the new Item 101 rules did not change Item 1 of Form 10-K, which only requires disclosures regarding the development of the registrant’s business for the fiscal year covered by the Form 10-K
  • Whether a registrant must always provide a full discussion of the general development of its business pursuant to new Item 101(a) (or new Item 101(h) for a smaller reporting company) in an annual report or registration statement that requires Item 101 disclosure