Your Q1 2026 10-Q Filing Season Is Underway

Public Company Disclosure · March 2026

Six Things to Get Right in Your Q1 2026 10-Q

Every quarter has its pressures. But Q1 2026 arrives with an unusually crowded agenda. A Supreme Court ruling rewrote the tariff landscape in February. A shelf of new accounting standards just moved from "upcoming" to "in effect." Exhibit requirements that tripped up companies last year are now in their second year — and still generating comment letters. And the SEC's appetite for detailed, quantified disclosure has only grown.

This isn't a quarter to rely on last year's template. Here's what deserves a closer look before you file.

1. The Tariff Situation Is More Complex Than It Was 90 Days Ago

The Supreme Court's 6–3 ruling in Learning Resources v. Trump on February 20 struck down IEEPA tariffs — but Section 232 and Section 301 tariffs remain, and new Section 122 tariffs of 10–15% are now in place. For companies with meaningful supply chain or import exposure, the net effect may actually be more complicated than before the ruling.

The SEC expects quantified MD&A discussion of the impact on supply chain, revenue, and inventory — not a generic risk factor that gestures at "trade policy uncertainty." Companies with federal government exposure have another layer to address: DOGE-driven contract cancellations and grant freezes are creating real revenue and receivables risk that the staff will be looking for.

2. MD&A Is Still Where Most Comment Letters Start

It's been true for years, and it remains true now — MD&A is the single largest source of SEC comment letters, and the volume grew again in 2025. The consistent theme: companies describe what happened without explaining why.

The staff wants you to quantify each material driver of period-over-period changes in revenue, COGS, and operating expenses. On liquidity, they want a genuine forward-looking assessment that covers both short-term and long-term sufficiency — not boilerplate about available credit facilities. And with macroeconomic uncertainty elevated, goodwill early-warning disclosure has become a specific focus area. If you have reporting units with limited cushion between carrying value and fair value, that needs to be addressed explicitly.

3. Non-GAAP Measures: The Rules Are Clear, but the Mistakes Keep Coming

Non-GAAP is the second-largest source of comment letters, and the issues are largely the same ones that have been flagged for years. Don't lead MD&A with non-GAAP measures. Don't present anything that resembles a full non-GAAP income statement. Start adjusted EBITDA reconciliations from net income, not operating income. Each measure needs a specific, tailored explanation of why it's useful to investors — not a paragraph of generic language applied to everything.

One thing worth flagging to your IR team before the earnings call: the SEC cross-references transcripts, investor presentations, and your website against the filed 10-Q. Inconsistencies across channels draw comment letters just as much as inconsistencies within the document itself.

4. Segment Reporting Has a New Baseline — and the SEC Is Enforcing It

Segment reporting comments jumped from 16% to 23% of reviews in 2025, the biggest single mover, driven by ASU 2023-07's interim requirements now being in full effect. The SEC is actively challenging single-segment registrants, probing internal management reporting and CODM practices for evidence of disaggregated financial information that would suggest unreported segments.

Even if you operate as a single segment, the disclosure requirements have changed. You now need to disclose the CODM's title and position, explain how they use reported measures to assess performance and allocate resources, and describe significant segment expenses. These aren't optional for single-segment companies — the standard applies regardless.

5. Three Laws That Affect This Quarter's Filing

The One Big Beautiful Bill Act, signed July 4, 2025, is the most significant tax legislation in years — 100% bonus depreciation restored, R&D expensing back for domestic activities, SALT cap raised to $40,000. If your tax team hasn't already assessed the deferred tax implications, this quarter is when that work needs to show up in the filing.

The Holding Foreign Insiders Accountable Act subjects FPI officers and directors to Section 16(a) reporting for the first time, with Form 3 due March 18, 2026. And the DOJ's July 2025 memo on DEI programs signals enforcement priorities that extend well beyond federal funding recipients — if your company has modified programs or is aware of any scrutiny, a risk factor disclosure is worth considering.

6. A Few Smaller Items That Are Generating Bigger Problems

Exhibit errors jumped from 16th to 7th in comment letter frequency last year — a reminder that mechanical compliance still matters. Exhibit 19 (insider trading policy) and Item 408(a) (10b5-1 plan disclosures) are both in their second year, and both are still appearing in comment letters.

On AI: 84% of Fortune 500 companies mentioned AI in their last 10-K, and the SEC has signaled it may receive heightened regulatory treatment. If your company uses AI language in its filings, make sure those claims are accurate and supportable — the SEC's enforcement unit is actively monitoring for overstatement. And despite the withdrawal of CF Disclosure Guidance Topic 2, Item 106 cybersecurity disclosure requirements remain fully in effect.

One more thing worth watching: the SEC's announced review of Regulation S-K has a comment deadline of April 13, 2026. Nothing is required yet, but this initiative will reshape public company disclosure requirements. If your company has views, now is the time to submit them.

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