On December 4, 2025 the SEC's Investor Advisory Committee approved a recommendation that the Commission issue guidance requiring issuers to (1) adopt a definition of 'artificial intelligence', (2) disclose board oversight mechanisms, if any, for AI deployment, and (3) if material, report separately on how AI is deployed and its effects on internal operations and on consumer-facing matters. The Committee proposed integrating this into existing Regulation S-K items rather than creating a new line item, citing that 60% of S&P 500 companies view AI as a material risk while disclosure remains inconsistent. The vote was not unanimous, and Chairman Atkins has since said materiality-based disclosure, not new mandates, is the Commission's approach.
OFFICIAL TEXT: sec.gov ↗ · FINAL · SEC
| Document | Investor Advisory Committee AI disclosure recommendation — Recommendation of the SEC Investor Advisory Committee Regarding the Disclosure of Artificial Intelligence's Impact on Operations |
| Issued by | U.S. Securities and Exchange Commission |
| Type | Report |
| Status | Final |
| Published | Dec 4, 2025 |
| Applies to | SEC-reporting issuers, including bank holding companies — advisory only; not binding on the Commission |
| Official source | sec.gov ↗ |
| Use cases | AI governance (general) · Generative & agentic AI |
What are the key points of Investor Advisory Committee AI disclosure recommendation?
- Grew out of a March 6, 2025 IAC panel, 'Disclosure of Artificial Intelligence's Impact on Operations', with panelists from Franklin Templeton, CalSTRS, and the Society for Corporate Governance.
- Three recommendations: define AI; disclose board oversight; separately report material AI deployment effects on internal operations and consumer-facing activity.
- Would be housed in existing Regulation S-K items (business description, risk factors, cybersecurity governance, MD&A) rather than a standalone AI item.
- Cites Deloitte/USC research that 60% of S&P 500 companies treat AI as a material risk, with inconsistent disclosure across industries.
- Two members voted against and two abstained, per contemporaneous accounts, citing added burden and tension with the Commission's disclosure-reduction agenda.
- Advisory only — the Commission is not required to act, and as of August 2026 it has not.
What did Investor Advisory Committee AI disclosure recommendation change for banks?
It is the most concrete statement to date of what investor representatives want from AI disclosure, and a likely template for future comment letters and shareholder proposals aimed at bank holding companies. Banks disclosing AI in credit, fraud, or customer service can use the three-part structure as a defensible framework even without SEC action.
Did the SEC adopt AI disclosure rules in 2025?
No. The Investor Advisory Committee recommended AI disclosure guidance on December 4, 2025, but the Commission has not acted, and Chairman Atkins has said existing materiality principles should govern AI disclosure.
What did the IAC recommend companies disclose about AI?
A company-specific definition of AI, board oversight mechanisms for AI, and — where material — separate reporting on AI's effects on internal operations and on consumer-facing activities, within existing Regulation S-K items.
| Date | Document | Status |
|---|---|---|
| Sep 10, 2026 | Atkins remarks at Investor Advisory Committee (Sep 2026) — Remarks at the SEC Investor Advisory Committee Meeting on AI Technologies and the Public Markets Information Ecosystem | Final |
| Mar 4, 2026 | Atkins remarks at FSOC AI roundtable (Mar 2026) — Remarks at Financial Stability Oversight Council Artificial Intelligence Innovation Series Roundtable on Strategy and Governance Principles | Final |
| Nov 17, 2025 | Division of Examinations FY2026 Priorities — Examination Priorities: Fiscal Year 2026 — Division of Examinations | In force |
| Jun 12, 2025 | SEC withdrawal of proposed rules (33-11377) — Withdrawal of Proposed Regulatory Actions — including the predictive data analytics conflicts proposal | Final |
| Apr 9, 2025 | SEC v. Saniger (Nate, Inc.) — SEC Charges Founder of Nate, Inc. with Fraud Over False Claims About the Company's Use of Artificial Intelligence | Final |
| Jan 14, 2025 | Presto Automation AI-washing order — SEC Charges Restaurant-Technology Company Presto Automation for Misleading Statements About AI Product | Final |
Which banks' AI programmes does Investor Advisory Committee AI disclosure recommendation reach?
1 of the 120 largest US banks profiled on this site cite Investor Advisory Committee AI disclosure recommendation among the documents their AI work answers to.
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