SEC Staff Updates FRM for Regulation S-K Amendments, and Other Topics - September 2025

Sep 4, 2026

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September 2025 SEC staff updates the Division of Corporation Finance’s Financial Reporting Manual (FRM) 1 to reflect conforming changes for 2020 amendments to Regulation S-K and the real estate and other provisions under Regulation S-X for acquired and disposed businesses. Revisions address updated PCAOB auditing standards (AS) and clarify independent accountants’ involvement, including requirements and exceptions for supplementary financial information, management’s discussion and analysis, real estate disclosure, and Critical Audit Matters (CAMs).

LanguageEnglish

CategoryResearch & Report

FormatPDF

Pages3

Reading Time8 min

AccessFree to download

Summary

Conforming edits for Regulation S-K (2020 amendments)

Conforming edits for Regulation S-X acquisition rules

Revisions for updated PCAOB auditing standards and independent accountants’ involvement

Miscellaneous updates and IFRS-related items

SEC STAFF UPDATES FRM FOR REGULATION S-K AMENDMENTS, AND OTHER TOPICS SEPTEMBER 2025 SUMMARY The SEC staff updated the Division of Corporation Finance’s Financial Reporting Manual (FRM) 1 to make: 􀁘 Conforming edits for the 2020 amendments to Regulation S-K (“S-K”)2 􀁘 Conforming edits to the real estate and other sections for the 2020 amendments to Regulation S-X (“S-X”) for acquired and disposed businesses (the “S-X Acquisition Rules”) 3 􀁘 Revisions to address updated Public Company Accounting Oversight Board (PCAOB) auditing standards (AS) and clarifications related to the independent accountants ’ involvement 􀁘 Miscellaneous other updates These updates include: 􀁘 Conforming edits for the 2020 amendments to Regulation S-K: • Supplementary financial information (S-K Item 302(a)) (section 1600), including additional guidance about:− The presentation for a new registrant – disclosure of material quarterly changes is not required in an initial public offering (IPO) registration statement under the Securities Act of 1933 (section 1620.1) . A registrant that recently completed its IPO that has a material retrospective change to an interim period that is only presented on a year-to-date basis in the IPO, may present that year-to-date interim period (rather than each affected quarterly period) and fourth quarter information in its first Form 10-K (section 1610.2) − Voluntarily disclosing quarterly financial information-if a registrant voluntarily presents quarterly financial information, the information is subject to PCAOB AS 2710 , which requires the registrant’s auditor to read the information and consider whether it is materially inconsistent with the information contained in the financial statements (section 4420.2) − Foreign private issuers (FPIs) - FPIs that voluntarily file on Form 10-K are not required to comply with S-K Item 302(a) (section 6120.12) 1 The FRM is an internal SEC staff reference document that provides general guidance on various SEC reporting topics. While not authoritative, the FRM is often a useful resource for evaluating SEC reporting issues. 2 For a summary of the 2020 amendments to the disclosure requirements of Regulation S-K, see our Bulletin, SEC Amends Disclosure Requirements in Regulation S-K. 3 In June, the SEC updated the FRM to reflect the S-X Acquisition Rules, and to include additional guidance for the 2020 amendments related to financial disclosure requirements about guarantors and issuers of guaranteed securities and affiliates whose securities collateralize a registrant’s securities. See more about these updates in our Bulletin, SEC Staff Updates Financial Reporting Manual for Acquired and Disposed Business Rules. Material discussed in this Bulletin is meant to provide general information and should not be acted upon without first obtaining professional advice appropriately tailored to your individual facts and circumstances. BDO is the brand name for the BDO network and for each of the BDO Member Firms. BDO USA, P.C, a Virginia professional corporation, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. For more information, [visit:](visit: www.bdo.com. Copyright)[ ](visit: www.bdo.com. Copyright)[www.bdo.com](visit: www.bdo.com. Copyright)[. Copyright](visit: www.bdo.com. Copyright) © 2025, BDO USA, P.C. • Management’s discussion and analysis (S-K Item 303) (sections 9110 and 9200) : − Clarifies that the disclosure requirements for critical accounting estimates are applicable to FPIs unless they apply International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS-IASB) (section 9410.2) 􀁘 Conforming edits to the real estate and other sections for the S-X Acquisition Rules: • Real estate matters (section 2300) : − Clarifies that the information required in a proxy statement for a real estate oper

FAQs

What is the purpose of the September 2025 SEC staff updates to the FRM?

To update the SEC Division of Corporation Finance’s Financial Reporting Manual (FRM) 1 with conforming edits for 2020 amendments to Regulation S-K and related S-X acquisition rules, plus revisions reflecting updated PCAOB auditing standards and clarifications about independent accountants’ involvement.

Which FRM areas are updated for the 2020 amendments to Regulation S-K?

The updates include conforming edits covering supplementary financial information under S-K Item 302(a) and management’s discussion and analysis under S-K Item 303, along with related guidance for specific registrant circumstances.

How do the updates address Critical Audit Matters (CAMs)?

The updates include guidance on when CAMs are required or excluded in audit reporting, including considerations for emerging growth companies (EGCs) and certain target-company circumstances in de-SPAC transactions.

Sep 4, 2026

Upload by Mabel