Major Reforms on the horizon

Proposed move to semiannual reporting

In May 2026, the SEC proposed allowing US domestic reporting companies to choose between quarterly reports on Form 10-Q or semiannual reports on a new Form 10-S. Companies would make their election via a check-box on the Form 10-K cover page, committing to the chosen frequency for the remainder of that fiscal year, while newly public companies would elect on their registration statement cover page. The proposal would not change the foreign private issuer (“FPI”) reporting regime, which the SEC may tackle in connection with last year’s FPI eligibility concept release.

Proposed reform of public offering and reporting regimes

The SEC also issued two other major proposals in May 2026, focused on reforming filer status and registered offerings, which have the potential to significantly alter the US public company offering and reporting regime. The filer status proposal would create a minimum five-year IPO on-ramp during which all new US domestic registrants, regardless of public float, are provided significant accommodations, including an exemption from the auditor attestation on internal controls over financial reporting requirement. The proposal would also reform the filer status categories such that most public companies would be deemed “non-accelerated filers” with extended deadlines for filing annual and quarterly reports. Further, the registered offering proposal would significantly expand the category of issuers eligible to use Form S-3 and rely on certain “well-known seasoned issuer” benefits, which would mean smaller public companies would have access to shelf registration for the first time in decades. As proposed, however, none of these changes would apply to FPIs.

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