Navigating Disclosure in the United States: How Companies Should Use Press Releases

In the United States, a press release is more than a communication tool. For public companies it often doubles as a legal disclosure mechanism that underpins fair and efficient markets. When handled correctly, it informs investors, analysts, employees and regulators all at once. When mishandled, it can create liability, erode trust, and attract the attention of the Securities and Exchange Commission (SEC). Unlike the United Kingdom, where disclosure is heavily centralised through a Regulatory Information Service, US companies have more flexibility. Yet the regulatory framework is equally demanding. It blends the Regulation Fair Disclosure (Reg FD), SEC filing requirements under the Securities Exchange Act of 1934, stock exchange listing standards, and guidance from the courts and enforcement actions. This guide explores how US companies should use press releases for disclosure, from earnings to insider transactions, and from mergers to crises.

The Regulatory Foundation

The backbone of disclosure in the US rests on three pillars: SEC rules: Companies file periodic reports on Forms 10-K, 10-Q and 8-K. Some disclosures must be filed formally, others can be made through broadly disseminated press releases. Reg FD: Adopted in 2000, Reg FD requires that material non-public information disclosed to certain individuals or entities (such as analysts or institutional investors) must be simultaneously, or promptly, disclosed to the public. See SEC’s overview here. Exchange rules: The NYSE and Nasdaq require timely disclosure of material information. Nasdaq Rule 5250(b)(1), for example, obliges issuers to make prompt public disclosure of any material information that would reasonably be expected to affect the value of their securities. See Nasdaq Rules. Press releases sit at the intersection of these requirements. They provide a fast and accessible way to ensure broad dissemination, often supplemented by Form 8-K filings.

Press Releases and Reg FD

Reg FD transformed how US companies communicate. Before its adoption, selective disclosure to favoured analysts was common. Now companies must ensure material information reaches the public at the same time it reaches anyone else. Press releases are one of the most common tools for compliance. When used properly, a press release distributed over a recognised wire service is considered “broad, non-exclusionary” dissemination, meeting Reg FD standards. The SEC confirmed this in early guidance and enforcement cases. Companies can also use their websites, conference calls, and social media if they ensure wide access. See the SEC’s 2013 guidance on social media disclosure here. But press releases remain the backbone. They are fast, authoritative, and easy for investors to find.

Earnings Releases and Guidance

Earnings press releases are the most visible disclosure events in the US market. They usually accompany a Form 8-K filing under Item 2.02 (Results of Operations and Financial Condition). Best practice earnings releases include: Headline numbers: revenue, net income, EPS Key metrics: adjusted or non-GAAP measures, reconciled to GAAP (required under Regulation G) Segment data: for diversified companies Forward-looking statements disclaimer: invoking the safe harbour under the Private Securities Litigation Reform Act Conference call details: date, time, dial-in or webcast link Because earnings can move markets dramatically, clarity is essential. Overly promotional language can backfire. The SEC has issued comment letters reminding companies to avoid undue emphasis on non-GAAP results over GAAP ones.

Press Releases for Material Events (Form 8-K)

Beyond earnings, US companies must file a Form 8-K for a wide range of material events. Many are accompanied by a press release to ensure Reg FD compliance and clear communication. Examples include: Entry into or termination of a material agreement (Item 1.01) Bankruptcy or receivership (Item 1.03) Completion of an acquisition or disposition (Item 2.01) Changes in officers or directors (Item 5.02) Amendments to articles of incorporation or bylaws (Item 5.03) Press releases themselves if they contain material information (Item 7.01 or 8.01) The combination of an 8-K and a press release ensures that regulators, analysts and investors all receive the same information at the same time.

Mergers, Acquisitions and Transaction Announcements

M&A activity requires careful handling. Press releases should state the basic terms, consideration, structure, and expected timetable. They should also include cautionary language about forward-looking statements. Because M&A negotiations often involve leaks, companies must balance premature disclosure with the need to avoid misleading the market. The SEC has pursued enforcement in cases where companies failed to disclose talks that had become material. See a summary of enforcement actions here. Companies should also coordinate with antitrust and competition authorities, and, if cross-listed, with overseas regulators.

Insider Transactions and Ownership Changes

Directors, officers and beneficial owners of more than 10 percent must report trades in company securities under Forms 3, 4 and 5. These are filed on EDGAR and publicly available. While not always required, many companies choose to issue press releases about major insider purchases or sales, particularly if they may affect investor confidence. A well-timed press release can contextualise the transaction, for example by explaining that a large sale was part of a pre-arranged Rule 10b5-1 plan.

Crisis Disclosure and Press Releases

Crises test disclosure discipline. Cyber breaches, product recalls, regulatory investigations and executive misconduct all raise the question: when must we issue a press release? The SEC has made clear that material cybersecurity incidents must be disclosed, often through a combination of Form 8-K and press release. See the SEC’s 2018 guidance here. Press releases in crises should be: Factual: avoid speculation Prompt: once materiality is established Balanced: acknowledge the issue, outline steps taken Consistent: with what is filed with the SEC Tone is crucial. Over-reassuring language can damage credibility if facts later prove worse.

8. Style and Structure of US Disclosure Press Releases

Effective disclosure press releases share common traits: Headline clarity: “XYZ Corp Reports Second Quarter 2025 Results” Sub-headings: highlight key data points Bullet points: to summarise major figures Tables: clear presentation of GAAP and non-GAAP numbers Safe harbour disclaimer: covering forward-looking statements Investor contact details: IR officer and media contact Unlike marketing releases, disclosure releases must be factual and balanced. Overly optimistic tone risks SEC scrutiny or securities litigation.

Dissemination: Wires, Websites and EDGAR

To satisfy Reg FD, dissemination must be broad and non-exclusionary. Recognised methods include: Press release wires: PR Newswire, Business Wire, GlobeNewswire. The SEC has long accepted these as compliant. EDGAR filings: All Forms 8-K, 10-K, 10-Q must be filed here. See EDGAR search. Company websites: increasingly important since the SEC’s 2008 guidance recognised websites as a disclosure channel. Social media: allowed if investors are told where to look, per the 2013 SEC guidance here. Best practice is to combine wire distribution with SEC filing and website posting. That way, no investor can claim they were excluded.

Common Pitfalls

Even sophisticated companies can slip up. Common mistakes include: Selective disclosure: telling analysts information before it is in a press release. Overemphasis on non-GAAP metrics: without reconciliation or equal prominence to GAAP numbers. Late filing: missing the 8-K deadline (generally four business days). Speculative language: overstating benefits of transactions or downplaying risks. Inconsistent channels: mismatch between a press release and SEC filing. Each of these has triggered SEC comment letters or enforcement in recent years.

11. The Role of Forward-Looking Statements

Most US press releases include projections, targets or outlook statements. To limit liability, companies use the safe harbour provided by the Private Securities Litigation Reform Act of 1995. The safe harbour requires: Identification of forward-looking statements (using words like “expect,” “intend,” “estimate”) A disclaimer noting that actual results may differ materially Reference to risk factors in the company’s SEC filings This language should appear in every press release that discusses the future. Without it, companies risk securities litigation if results disappoint.

Building a Disclosure Culture

Disclosure is not just about legal compliance, it is about governance. Boards should: Train directors and executives on Reg FD and SEC requirements Establish clear escalation processes for determining materiality Coordinate investor relations, legal and communications teams Rehearse crisis disclosure scenarios Monitor enforcement and adapt practices accordingly The SEC has emphasised board oversight of disclosure controls and procedures, as required under Section 302 of Sarbanes-Oxley.

Conclusion

For US public companies, press releases are more than PR. They are a central element of market disclosure, tied to Reg FD, SEC filings and exchange rules. Done well, they protect reputation, build investor trust and reduce litigation risk. Done poorly, they invite regulatory scrutiny and damage credibility. The key is discipline. Use press releases for fast, broad dissemination of material information. Combine them with timely SEC filings. Keep the tone factual, the numbers clear, and the disclaimers robust. Disclosure is the lifeblood of US markets, and press releases are one of its most visible forms. Every release is a chance to show investors and regulators that the company values transparency and accountability.