Cybersecurity Governance Briefing — September 30, 2025

Executive briefing: Public companies are closing their second Form 10-K cycle under the SEC’s Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure rule (Release No. 33-11216). Comment letters posted through July 2025 show staff challenging vague incident materiality thresholds, board oversight narratives, and supply-chain discussions. Zeph Tech builds disclosure playbooks so CISOs can substantiate Item 1C statements before the FY2025 reporting rush.

Key industry signals

Comment-letter focus. EDGAR comment letters to large accelerated filers (e.g., CrowdStrike, Clorox) asked for quantitative impact ranges, recovery timelines, and clarification of board briefings for 2024 incidents.
Sample letter still driving reviews. The Division of Corporation Finance’s June 18, 2024 sample comment letter remains the blueprint staff cite when registrants omit materiality analysis or supplier dependencies.
Incident attestation. Enforcement staff reiterated at SEC Speaks 2025 that four-business-day Item 1.05 filings must describe remediation status and cross-reference any ransomware insurance recoveries.

Control alignment

SEC Regulation S-K Item 1C. Maintain evidence packets covering board reporting cadence, risk assessment outputs, and third-party assurance tied to security program statements.
NIST CSF 2.0 Govern and Recover. Map incident response metrics to the SEC’s disclosure expectations, ensuring tabletop exercises capture financial impact estimates and system availability timelines.

Detection and response priorities

Track Form 8-K Item 1.05 triggers centrally—material events should auto-generate disclosure drafts with forensic facts, business impact ranges, and mitigation status.
Review vendor questionnaires and SOC 2 reports for incidents that may require disclosure because of dependence on outsourced environments.

Enablement moves

Run cross-functional dry runs pairing legal, IR, and cyber teams to rehearse the four-day disclosure timeline using prior near-miss incidents.
Refresh board-level briefing templates so Item 1C discussions cite specific oversight sessions, escalation thresholds, and risk-owner accountability.

Sources

Zeph Tech builds disclosure readiness programs that tie incident telemetry, financial impact models, and governance evidence to SEC expectations—eliminating last-minute scrambles before Form 10-K filings.