Governing AI Through SEC Disclosure
Drawing on over 7,800 8-K filings on AI by companies, we show that around two-thirds are overwhelmingly positive in nature and avoid ‘negative’ news. Drawing on the SEC’s 2023 cybersecurity reporting rule, we propose a materiality-first AI disclosure regime involving: (1) SEC guidance clarifying what a ‘material’ AI risk is; (2) a dedicated AI-incident item on the 8-K form; (3) a standing section in the annual 10-K form on AI strategy, governance, risk, and dependencies; and (4) SEC enforcement against AI-washing and other violations.