In this post: “Sustainability Disclosures in 2026 Form 10‑Ks and Proxy Statements: What to Expect, What to Do,” Ropes & Gray offers these and other insights, expectations, and practice pointers in relation to sustainability-related disclosure for Form 10-K and proxy statement filings in 2026:
- Expected continued reduction in voluntary disclosure overall
- Emphasis in disclosure on sustainability as relates to value creation
- Foreign private issuers are more likely than domestic registrants to make voluntary disclosure
- No expected decline (and a potential increase) in sustainability risk factor disclosure overall
- Areas of potential increased disclosure may include Extended Producer Responsibility requirements, anti-ESG environment (e.g., DEI, debanking, social polarization), and supply chain-related sustainability risks, particularly in relation to tariff implications
- Steady state climate-related risk disclosure expected
- Reduced disclosure of EU sustainability-related risk factors commensurate with reduced scope of CSRD and CS3D and other EU sustainability requirements
- Continued disclosure of material climate-related matters as may be warranted under the securities laws in risk factors, legal proceedings, MD&A, etc.
- Ongoing reduction in human capital disclosure in response to political and regulatory environment
- Subject to materiality per securities laws (e.g., Reg. S-K, Item 101(c)(2)(ii)) and other Reg. S-K requirements (e.g., Item 407(c)(2)(vi))
- Expected focus in disclosure on broad-based human capital initiatives and the role of merit in human capital decisions
- Proxy statements anticipated to continue to include some board diversity data based on investor interest, albeit, consistent with last season, a reduced amount of such disclosure expected as respects both the board, management, and workforce
- Continued focus on sustainability governance disclosure in relation to board oversight responsibilities generally and risk oversight and management
Last but not least, the firm reminds companies to consider their disclosures across reports and jurisdictions to ensure that they make sense and are consistent when viewed holistically, as well as on a one-off basis.
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This post first appeared in the weekly Society Alert!