It’s nice that we have a year where there are no major updates to SEC regs or stock exchange listing standards requiring us to draft entirely new sections of Form 10-Ks or proxy statements. But there are a few funky things about 2025 that will need to be considered for particular disclosure updates, as Liz noted last week. Here’s another great reminder from this Mayer Brown alert that may not be top-of-mind.

– Certifications, Exhibits, Signatures and Consents. Interestingly, growing areas of SEC Staff comments include the certifications, exhibits, signatures and consents to expertised portions of a filing, including consents of subject matter experts and counsel. In terms of the certifications required by Item 601(b)(31) of Regulation S-K, the Staff often comment when the language of the certification does not exactly match the language of Regulation S-K, or when the language has been incorrectly modified.

In terms of exhibits, the Staff will often comment if an exhibit is missing, for example, when a material contract was entered into or amended during the reporting period and not filed as an exhibit. The same stands true for expertized consents—where the findings or opinion of an expert, such as a tax or mining expert, for example, are included or summarized in the filing, the company must include the expert’s consent as an exhibit to the filing.

And here’s more on a topic that Liz mentioned last week:

– EDGAR Next Transition Delays and Regulation S-K Item 405 Implications. Some [EDGAR Next] bottlenecks, combined with the September 15, 2025, deactivation of legacy filing access codes for submissions, resulted in late Section 16(a) reports for many companies and insiders who could not timely complete EDGAR Next onboarding or obtain new credentials. Companies should be mindful of the Regulation S‑K Item 405 implications in their 2026 proxy statements. Item 405 requires disclosure of any known failures to file timely Forms 3, 4 or 5 during the most recent fiscal year, including identification of the reporting persons and the number of late reports and transactions.

In preparing 2026 proxies, issuers should carefully reconcile insider reporting logs against EDGAR timestamps, assess whether delays were attributable to EDGAR Next transition issues, and include required delinquency disclosure where appropriate. Even if transition delays may have been operational in nature, Item 405 is a bright-line, disclosure‑based requirement. Therefore, issuers should treat EDGAR Next-induced late filings no differently from other late filings and make clear, accurate delinquency disclosures in their 2026 proxy statements.

Check out our “Proxy Season” and “Form 10-K” Practice Areas, where we’re posting all the related resources.

– Meredith Ervine