SEC comment letters are questions from the Securities and Exchange Commission (SEC) staff about a company's filing. Every one goes public on EDGAR, the SEC's filing database, together with the company's reply.
The catch is timing. In Q3 2026 the median staff letter was 217 days old when it was released. A year earlier it was 103.
We follow one review from start to finish: Costco Wholesale's (COST) 2026 review of its annual report. The staff wrote on March 4, Costco replied on March 23 and the review closed on March 26. Nobody outside the company and the SEC could read a word of it until September 23.
The rest of this guide covers who sends letters, what's public, how long release takes and where to look. Every count is ours, taken from EDGAR's daily indexes as of October 14, 2026.
Last updated October 16, 2026.
What is an SEC comment letter?
An SEC comment letter is the staff's written feedback on one filing, such as a 10-K or a registration statement. It lists numbered comments, and each asks the company to explain, support or change a disclosure.
Two SEC divisions write them: Corporation Finance and Investment Management. This guide follows the Division of Corporation Finance. It reviews filings made under the Securities Act of 1933 and the Securities Exchange Act of 1934.
The SEC's own answer page lists four things the staff may ask a company to do:
- provide supplemental information, so the staff understands the disclosure
- revise disclosure in a document already on file
- add disclosure to a document already on file
- provide additional or different disclosure in a future filing.
The last option avoids an amendment, and it's where Costco's review ended up.
The letters also carry less weight than many readers assume. "These letters set forth staff positions and do not constitute an official expression of the SEC's views," the SEC says.
What does an SEC comment letter look like?
Staff letters follow a set layout. Costco's March 4 letter shows every part:
- The "Re:" line. It names the company and the filing. Costco's reads "Form 10-K for Fiscal Year Ended August 31, 2025."
- The scope. One sentence says how much of the filing the staff reviewed.
- The deadline. The company is asked to reply within ten business days, or say when it will.
- The comments. They're numbered, with page numbers and the rule behind each.
- The reminder. The company and its management stay responsible for their disclosures.
- The contacts. Two staff members and the reviewing office.
"After reviewing your response to this letter, we may have additional comments," Costco's letter adds.
Three things called a "comment letter"
The phrase covers three different documents, and only the first is the subject of this page. Google's top results for "sec comment letters" include a rule-comment page, so check which kind you've landed on.
How to find SEC no-action letters
Go to the SEC's No-Action, Interpretive and Exemptive Letters page and pick a division. Three divisions publish them: Trading and Markets, Investment Management and Corporation Finance.
A no-action letter answers a request from a company or person unsure whether a plan breaks the securities laws. If the staff grants it, the letter says the staff "would not recommend" enforcement action on the facts given.
That wording comes from the SEC's Investor.gov glossary. No filing review is involved.
What is the comment period for SEC rules?
There's no single number. Each proposing release sets its own deadline.
Take the 2026 proposal to allow semiannual reporting, file number S7-2026-15. The SEC said its comment period would stay open until 60 days after Federal Register publication. Comments go through the rule's comment page by online form, email or paper.
"All comments will be made available to the public," say the SEC's instructions for commenters. Those letters live on SEC.gov, apart from EDGAR's company filings.
Who sends SEC comment letters, and why?
The Division of Corporation Finance sends them after it reviews a filing. The Sarbanes-Oxley Act of 2002 requires some review of every reporting company at least once every three years.
Many companies are reviewed more often. The Division also selects deal filings for review, such as IPOs, mergers and proxy solicitations. It doesn't say how it picks: the SEC states that it "does not publicly disclose the criteria" it uses.
A review can take one of three scopes, according to the Division's Filing Review Process page.
| Review scope | What the staff examines |
|---|---|
| Full cover-to-cover | The entire filing |
| Financial statement | The financial statements and related disclosure, such as MD&A |
| Targeted issue | One or more specific items of disclosure |
Costco's 2026 review was a financial statement review. MD&A is Management's Discussion and Analysis, the narrative section where a company explains its results.
Most reviews end without a letter. Deloitte reports the staff reviewed approximately 3,400 companies in the SEC's fiscal 2024. Only about a quarter of those reviews produced a comment letter.
The Division splits companies among nine industry offices. Each letter names the reviewing office and the staff members to call. Costco's came from the Office of Trade & Services.
How the SEC comment letter process works: Costco's 2026 review
A review runs in a set order: staff letter, company reply, any follow-ups, a completion letter, then public release. Costco's 2026 review needed no follow-up. It closed in 22 days, then waited 181 more to go public.
The staff letter: March 4, 2026
The staff letter went to Costco's CFO, Gary Millerchip, about the 10-K for the fiscal year ended August 31, 2025.
"We have limited our review of your filing to the financial statements and related disclosures," it begins. It asks for a reply within ten business days, or word on when the reply will come.
Then came two comments. Both are ordinary, and both sit at the top of the 2026 topic lists.
| Comment 1: operating cash flows | Comment 2: segment reporting | |
|---|---|---|
| Where in the 10-K | MD&A, cash flows from operating activities, page 29 | Note 11, Segment Reporting, page 62 |
| Rule cited | Item 303(a) and (b) of Regulation S-K; SEC Release No. 33-8350 | ASC 280-10-50-29(f) and ASC 280-10-55-47(bb) |
| What the staff wanted | A period-to-period analysis of operating cash flows, with business reasons | How the chief operating decision maker (CODM) uses operating income |
| Costco's fix | A longer cash flow discussion in future filings | One added sentence in future filings |
The first comment cites Release 33-8350, the SEC's 2003 guidance on MD&A.
The second tests a newer rule. ASU 2023-07 added paragraph 280-10-50-29(f), which asks how the CODM uses the segment measure. Fiscal 2025 was Costco's first year under it.
"You disclose the CODM utilizes operating income in evaluating performance and allocating resources but not how the measure is used for these purposes," the letter says.
Costco had company. EDGAR full-text search finds 31 staff letters dated in 2025 that cite paragraph 280-10-50-29(f).
For 2026 it finds six so far, including Cooper Companies (COO), Amdocs (DOX), Insulet (PODD) and UniFirst (UNF). Expect more as 2026 letters go public.
Costco's reply: March 23, 2026
Costco answered 19 days later, in a letter signed by Millerchip, and accepted both comments.
"We respectfully acknowledge the Staff's comments and will expand our disclosures," Costco wrote of the cash flow comment. It promised the change "in future filings" and drafted the new paragraph inside the letter.
The paragraph ties part of the cash flow rise to "faster inventory turns and improved payment terms with suppliers."
That's a business reason behind a number, which is what the staff asked for.
For the segment comment, Costco wrote one sentence for future filings. The CODM uses the segment metrics "to evaluate performance, monitor actual results versus budget and prior year results," it says.
Neither fix needed an amendment.
The completion letter: March 26, 2026
Three days after the reply, the staff closed the review in a two-sentence letter: "We have completed our review of your filing."
The completion letter starts the release clock. Twenty business days after March 26 is April 23, 2026, the earliest the letters could go public.
How long does an SEC comment letter review take?
It depends on the rounds. Costco's 2026 review took 22 days, with one letter, one reply and a completion letter.
Its 2025 review took 62 days. The staff sent a follow-up after Costco's replies, and each round brings a fresh ten-business-day request.
Reviews have been getting longer overall. Ideagen's Audit Analytics says conversation length reached a 10-year high in 2025.
The answer showed up before the question
Costco's next 10-Q, filed June 3, 2026, carried both changes. The CODM sentence appears word for word, and the cash flow discussion follows the draft in the reply.
So anyone reading that 10-Q saw the answer 112 days before the question was public. If you benchmark peers, a new paragraph in a peer's filing can be the reply to a letter you can't read yet.
Two checks to take from Costco's letter
Costco's two comments make a quick test for your own next 10-K. Ask them before the staff does:
- Does your operating cash flow discussion explain why cash moved, or does it restate the cash flow statement?
- Does your segment note say how the CODM uses the segment measure, in words a reader can check?
If either answer is no, Costco's reply shows a fix that closed the review three days later. Our guide to using comment letters to audit your own filings turns this into a routine.
Public on EDGAR: September 23, 2026
All three letters went public together on September 23, 2026. That was 203 days after the first letter and 181 days after the review closed. It was also five months past the earliest date the rule allowed.
EDGAR still files the letters under March. On Costco's filing list they sit among the March 2026 filings, dated March 4, 23 and 26.
Costco's previous review, on its fiscal 2024 10-K, closed on May 20, 2025 and went public on August 13, 85 days later.
This year the wait was 181 days. One company proves nothing, so the next section counts every staff letter EDGAR released.
Are SEC comment letters public?
Yes. After a review ends, the SEC releases both the staff's letters and the company's replies on EDGAR.
Read the first words of the timing clause again: "no sooner than." The rule sets a minimum wait. It sets no maximum.
For registration statements the clock starts when the SEC declares the statement effective. For 10-Ks, 10-Qs and 8-Ks it starts when the review is complete.
The policy began in 2004. Its timing changed in 2012.
| Date | What happened |
|---|---|
| June 24, 2004 | The SEC announces it will release letters and replies "not less than 45 days" after a review ends |
| May 12, 2005 | Releases begin, covering filings made after August 1, 2004 |
| January 1, 2012 | The wait falls to "no earlier than 20 business days" after a review ends, per a December 2011 announcement |
Are SEC comment letter responses public?
Yes. Company replies are filed as CORRESP and released with the staff letters. Three things can make a reply hard to find:
- Replies inside other filings. "Filers often send a reply to staff as part of another filing," the SEC notes. Such replies show up marked "[Cover]" on some search results pages.
- Replies on draft IPO filings. A reply on a confidential draft registration statement is filed as DRSLTR. A search limited to CORRESP misses it.
- Withheld material. Parts of a reply can be kept back under Rule 83, covered below.
CORRESP also holds letters that aren't replies at all. One example is a request under Rule 461 to accelerate a registration statement's effective date. CarParts.com filed one on January 20, 2026.
When do IPO comment letters become public?
For a registration statement, the 20-business-day clock starts when the SEC declares it effective. Replies on confidential drafts are released too, filed as DRSLTR. EDGAR released 112 of them in Q3 2026.
Our guide to S-1 comment letters covers what the staff asks companies going public.
What stays private: Rule 83
Rule 83, at 17 CFR 200.83, sets the SEC's confidential treatment procedures under the Freedom of Information Act. A company can use it to ask that parts of its letter stay out of the public release.
"Material subject to a rule 83 confidential treatment request are not released," says the SEC's search page. So a released reply can have gaps.
When are SEC comment letters made public?
Twenty business days after a review closes is the earliest possible date. In Q3 2026 the typical released staff letter was about seven months old.
In Q3 2026 the SEC released 1,120 staff comment letters on EDGAR, down 51% from 2,278 a year earlier.
The median staff letter released in Q3 2026 was dated 217 days earlier, against 103 days a year before. Two-thirds (66%) of the staff letters released in Q3 2026 were more than 180 days old.
No staff comment letter was released in October 2025. None was released from October 1 to 12, 2026; releases resumed on October 13.
In between, releases came in bursts. May 2026 brought 515 staff letters and September 448, while April had only 137.
| Release quarter | Staff letters (UPLOAD) | Company letters (CORRESP) | Draft-IPO replies (DRSLTR) | Median age, days | Over 180 days old |
|---|---|---|---|---|---|
| Q3 2025 | 2,278 | 3,160 | 287 | 103 | 25% |
| Q4 2025 | 349 | 348 | 56 | 140 | 33% |
| Q1 2026 | 885 | 1,137 | 168 | 181 | 50% |
| Q2 2026 | 868 | 1,606 | 58 | 84 | 33% |
| Q3 2026 | 1,120 | 1,696 | 112 | 217 | 66% |
| Q4 2026 to Oct 14 | 41 | 47 | 1 | 225 | 93% |
Median age is the days from a letter's EDGAR filing date to its release.
Q2 2026 is the exception, with a median of 84 days. Every other quarter since Q4 2025 has a median of 140 days or more.
Why EDGAR's dates mislead
EDGAR files every letter under the date it was written. The SEC says so on its own search help: "These letters are indexed by filing date, not release date."
That has three effects. First, a search for letters written last month comes back thin. In Q3 2026 only 17% of released staff letters were under 90 days old.
Second, a count by letter date makes a recent quarter look empty. Counted that way, Q3 2026 has just 31 staff letters, because most of the letters written then aren't public yet.
Third, any list sorted by letter date buries new releases. Costco's letters went public in September but sort among March filings.
For scale, Calcbench measured an average delay of about 60 days in 2021, using a different method from ours.
Why have SEC comment letter releases slowed?
Two causes have been reported, and we haven't verified either. DeepQuarry and the National Law Review point to slower reviews after the October to November 2025 government shutdown. They also cite staffing disruptions in the Division of Corporation Finance.
We haven't found a published cause for the October 2026 pause.
Other counts show the same fall in volume. PwC counts 487 letters on 10-K and 10-Q filings released in the 12 months to June 30, 2026. In the 12 months before, it counted 1,270.
What this means for a reporting team:
- An empty search doesn't mean no review. A peer's 2026 review may not be public until 2027.
- Track new letters by release date. Some tools sort by the day a letter went public; our comment letter research tools guide shows which.
- Read peers' latest filings for new wording. As Costco showed, the fix can appear months before the letter.
Where do I find SEC comment letters?
Use one of four routes: the company's EDGAR filing list, EDGAR full-text search, EDGAR's daily index or a research tool. Pick by the question you're asking.
| Route | Best for | Watch out for |
|---|---|---|
| Company filing list | One company's full history | Letters sit under the date they were written |
| EDGAR full-text search | One topic across many companies | Each staff letter appears twice, as a PDF and a text copy |
| EDGAR daily index | What went public on a given day | Plain text files with no search box |
| Research tool | Threads, topic tags and alerts | Coverage and freshness vary by tool |
Route 1: the company's EDGAR filing list
This is the SEC's own advice for reading a thread. It says to view the letters "in the company's chronological list of filings."
- Open EDGAR company search and enter the company name or ticker.
- Narrow the filing list to form types UPLOAD and CORRESP.
- Look under the letter dates. Costco's 2026 letters sit in March 2026, although they went public in September.
- Open each staff letter's text copy, then the CORRESP filed after it.
Route 2: EDGAR full-text search
Full-text search covers filings since 2001 and matches exact words and phrases. It's the fastest way to find letters on one topic.
- Click "more search options" under the search box.
- Under "Filing category," choose "Filing review correspondence." That covers UPLOAD, CORRESP, DRSLTR and DOSLTR.
- Type a phrase in quotes, such as "280-10-50-29(f)", or a company name.
- Set a wide date range. Dates filter by letter date, so a recent range misses letters that aren't out yet.
"Natural language search capabilities are not currently supported," its FAQ says. Count distinct filings, not hits, since each letter appears twice.
Our guide on how to search SEC comment letters by form type walks through the filters in more detail.
Route 3: EDGAR's daily index, for what went public today
Neither route above sorts letters by release date. EDGAR's daily form index does. Each file is a "Daily Index of EDGAR Dissemination Feed by Form Type," listing what went public that day.
The index for September 23, 2026 lists Costco's three letters under CORRESP and UPLOAD. Its "Date Filed" column still shows the letter dates: March 4, 23 and 26.
That's how we built the counts on this page, and it's the fastest check on whether a letter has been released.
Route 4: a research tool
Tools save the threading work and add topic tags and alerts. Our guide to the best software for SEC comment letter research compares free and paid options.
Finrep's Comment Letter Explorer is one of the paid options. It shows each review as a thread with AI-tagged topics, and you can read a full thread with chat help.
How do I find a company's response to a comment letter?
Start from the staff letter and work forward on the same filing list:
- Look for a CORRESP filed after the staff letter. Costco's reply restated each comment before answering, which makes matching easy.
- Match the "Re:" line. A reply names the same filing and often the date of the staff letter.
- If there's no CORRESP, check amendments marked "[Cover]."
- For a company that went public recently, search DRSLTR as well.
- Expect gaps where Rule 83 material was withheld.
If you'd rather not rebuild threads by hand, try Finrep. Start the 14-day trial, open Comment Letter Explorer and filter by a focus area such as segment reporting. Then open any thread to read the staff letter and the reply together.
What do SEC comment letters ask about in 2026?
MD&A and segment reporting top the 2026 list, the same two topics as Costco's letter. PwC ranks topics in letters released in the 12 months to June 30, 2026, using Audit Analytics data.
That overlap is why Costco's comments make good test questions for any 10-K.
| Rank | Topic |
|---|---|
| 1 | MD&A |
| 2 | Segment reporting |
| 3 | Non-GAAP measures |
| 4 | Revenue recognition |
| 5 | Goodwill and intangibles |
| 6 | Debt, quasi-debt, warrants and equity |
| 7 | Business combinations |
| 8 | Disclosure controls and ICFR |
| 9 | Inventory and cost of sales |
| 10 | Research and development |
Non-GAAP has the longest run. Ideagen's Audit Analytics says it led all issues for most of the past decade. It also says segment reporting became the top accounting issue in 2025.
Deloitte saw the same rise. Segment reporting went from 16% to 23% of reviews with letters in its count.
Explore by topic:
Our three sector reports each tell a different story:
- Banks and payments. MD&A driver quantification appears in 35% of 370 letters to 164 filers.
- Energy. Reserves and MD&A make up about 57% of substantive comments.
- Technology hardware. MD&A appears in 68% of large-cap reviews and non-GAAP in 51%.
The sector counts use letter dates from June 2023 to June 2026, for 10-K and 10-Q reviews. That's why they differ from the release counts above.
What to do if you receive an SEC comment letter
Read every comment the day it arrives and call the named staff member about anything unclear. Then reply within ten business days, or tell the staff when you will.
If a comment is unclear, the SEC says a company "should seek clarification from the examiner before it responds."
You can also ask the staff to reconsider a comment. That request goes to "the Chief of the office conducting the filing review."
Write the reply for a wider audience than the examiner. It will go public, and peers, investors and journalists can read it.
Our response guides go further:
- SEC comment letter response best practices: the 2026 playbook, our main response guide
- How to respond to an SEC comment letter: an annotated example
- How to close the review in one round
- The SEC comment letter process: a 2026 practitioner walkthrough
- Using AI to draft comment letter responses
- Avoiding repeat SEC comments
- Using comment letters to audit your own filings before the staff does
Finrep's comment letter response and comment letter risk pages show how teams use the product for each job.
Is an SEC comment letter a red flag?
Not by itself. Every reporting company is reviewed at least once every three years, and a letter like Costco's is routine housekeeping.
The content is what matters. Read for three things:
- The fix. A change in future filings is lighter than an amended 10-K.
- The number of rounds. Each follow-up letter means the staff wanted more after the last reply.
- Repeats. A topic that comes back year after year deserves a closer look. Costco's 2025 and 2026 reviews asked about different things.
For investors, the lag cuts the other way. By the time Costco's letters went public, both fixes had sat in a filed 10-Q for 112 days.
A closed review isn't a clean bill of health either. The company answers for its disclosures "notwithstanding any review, comments, action or absence of action by the staff."
SEC comment letter glossary
| Term | What it means |
|---|---|
| EDGAR | Electronic Data Gathering, Analysis and Retrieval, the SEC's filing system |
| UPLOAD | EDGAR form type for a letter from SEC staff to a filer |
| CORRESP | EDGAR form type for a filer's letter to the staff, often a reply to comments; also used for requests such as acceleration |
| DRSLTR | A company's correspondence on a confidential draft registration statement, often before an IPO |
| DOSLTR | A company's correspondence on a draft Regulation A offering statement (Form 1-A) |
| Completion letter | The staff's letter confirming a review is complete; it starts the 20-business-day release clock |
| Filing review correspondence | EDGAR full-text search category covering UPLOAD, CORRESP, DRSLTR and DOSLTR |
| [Cover] | EDGAR's marker for a reply sent inside another filing, such as an amendment |
| Rule 83 | 17 CFR 200.83, the SEC's confidential treatment procedure; covered material isn't released |
| Reviewing office | One of the nine Corporation Finance industry offices; it is named in the letter |
| CODM | Chief operating decision maker, who assesses segment performance and allocates resources (ASC 280) |
How we counted
We summed EDGAR's daily form indexes from July 1, 2025 to October 14, 2026. Those indexes list filings by the day EDGAR disseminated them, so each letter lands on its release day.
We counted UPLOAD as staff letters, CORRESP as company letters and DRSLTR as draft-registration replies. A letter's age is the days between its EDGAR filing date and its release day. Medians and age shares are per release quarter.
We read Costco's three letters, its reply and its later 10-Q and 10-K on EDGAR on October 15, 2026. Quotes are exact.
Common questions
What is an SEC comment letter?
It's written feedback from the SEC staff on one filing, such as a 10-K, 10-Q or registration statement. Each numbered comment asks the company to explain, support or change a disclosure.
Are SEC comment letters public?
Yes. The SEC releases staff letters and company replies on EDGAR no sooner than 20 business days after a review ends. Releases began in 2005, for filings made after August 1, 2004.
Are SEC comment letter responses public?
Yes, company replies are filed as CORRESP and released with the staff letters. Replies sent inside another filing are marked "[Cover]", and replies on draft IPO filings are filed as DRSLTR. Material covered by a Rule 83 confidential treatment request is withheld.
When are SEC comment letters made public?
The earliest is 20 business days after the review ends, or after a registration statement is declared effective. The median staff letter released in Q3 2026 was dated 217 days earlier.
Where do I find SEC comment letters?
They're on EDGAR. Search the company's filing list for UPLOAD and CORRESP, or use full-text search's "Filing review correspondence" category.
How long does a company have to respond to an SEC comment letter?
The letter asks for a reply within ten business days, or word on when it will come. Costco replied in 19 days.
How do I find SEC no-action letters?
Use the SEC's No-Action, Interpretive and Exemptive Letters page, which lists letters by division. A no-action letter answers a request about whether the staff would recommend enforcement.
What is the comment period for SEC rules?
Each proposed rule sets its own deadline in the proposing release. For the 2026 semiannual reporting proposal, file number S7-2026-15, comments stayed open until 60 days after Federal Register publication.
Why can't I find a recent SEC comment letter?
It probably isn't public yet. Letters go public months after a review, and EDGAR files them under the date they were written. In Q3 2026 only 17% of released staff letters were under 90 days old.
Does a completion letter mean the SEC approved the filing?
No. It confirms the staff's review is finished and reminds the company that it stays responsible for its disclosures.
