SEC Proposes to Implement Optional Semiannual Reporting

Summary

On May 5, 2026, the Securities and Exchange Commission released a proposed rule that would provide companies currently subject to the SEC’s quarterly reporting requirements with the option to instead file interim reports semiannually on new Form 10-S.

• Form 10-S would require the same types of disclosures as current Form 10-Q, but would cover a fiscal six-month period rather than a fiscal quarter.
• The proposed rule would not change interim reporting requirements for foreign private issuers, which continue to be required to prepare interim reports in compliance with home country and stock exchange rules.
• Comments are due 60 days after the proposed rule is published in the Federal Register.
• If the proposed rule is adopted, we expect many issuers that adopt semiannual reporting, at least initially, to continue to release material financial information on a quarterly basis to, among other things, encourage investor dialogue, promote access to capital markets and facilitate the opening of trading windows for share repurchases and insider purchases and sales.

Background

On May 5, 2026, the SEC released a proposed rule[1] that would update the existing public company quarterly reporting cadence, which has been in place since 1970.[2] If adopted, the proposed rule would allow reporting companies to elect to file one semiannual report on new Form 10-S rather than three quarterly reports on Form 10-Q. The proposed rule would not mandate semiannual reporting, and quarterly reporting would remain the default for issuers who do not affirmatively opt in to semiannual reporting.

The proposed rule follows renewed attention to the frequency of public company reporting, including during both Trump administrations. In December 2018, the SEC issued a request for public comment on the nature, timing and frequency of periodic reporting (including the relationship between periodic reports on Form 10-Q and earnings releases) and on how the periodic reporting system, and earnings release and earnings guidance practices, may affect issuers’ decision-making and strategic thinking.[3] More recently, in September 2025, President Donald J. Trump called for changes to permit companies to report on a six-month rather than a quarterly basis to promote a focus on running companies for the long term. In a statement on the release of the proposed rule, Chairman Atkins noted that the proposed changes are aimed at incentivizing companies to go and stay public and that the proposed rule, if adopted, would provide issuers increased flexibility in “determining for themselves the interim reporting frequency that best serves their business needs and investors.”

Summary of Proposed Amendments

Semiannual Reporting Amendments

The proposed rule, if adopted, would amend Exchange Act Rules 13a-13 and 15d-13 to permit reporting companies to elect to file a semiannual report, on new Form 10-S, and an annual report, on existing Form 10-K, each fiscal year. To opt in to semiannual reporting, the SEC proposes adding a check box to the cover of Form 10-K for existing reporting companies to check to report semiannually or leave unchecked and continue to report quarterly under the SEC’s existing quarterly disclosure framework. Once a reporting company selects either semiannual or quarterly reporting, the reporting company would not be able to change its reporting frequency for the remainder of that fiscal year until its next Form 10-K is filed.

A similar check box would be added to registration statements on Forms S-1, S-3, S-4 and S-11 and Form 10. Checking the box for semiannual reporting in these filings would determine the financial statements required to be included in the registration statement and also signal to the market the issuer’s intent for financial reporting going forward.

Form 10-S

New Form 10-S would require the same narrative disclosures (such as MD&A, material changes in risk factors and market risk, legal proceedings and unregistered equity security sales) and financial statements (reviewed by an auditor and prepared in accordance with U.S. GAAP) as Form 10-Q, but over a six-month rather than a three-month period. Existing disclosure and certification requirements for disclosure controls and procedures and internal control over financial reporting required by Items 307 and 308(c) of Regulation S-K would apply to Form 10-S. Form 10-S would require the same exhibits currently required by Item 601 of Regulation S-K that are filed with Form 10-Q. The data on Form 10-S would also be required to be tagged using Inline XBRL. Like Form 10-Q, Form 10-S would be due 40 or 45 days after the reporting company’s semiannual period ends, depending on the reporting company’s filing status.

The proposed rules, if adopted, would not change interim reporting requirements for foreign private issuers, including MJDS issuers, which continue to be required to prepare interim reports in compliance with home country and stock exchange rules.[4] However, foreign private issuers that voluntarily file on domestic forms would also be permitted to report semiannually rather than quarterly.

Regulation S-X Amendments

The proposed rule, if adopted, would amend Regulation S-X to ensure that issuers electing semiannual reporting do not face staleness issues under the existing quarterly disclosure framework. The proposed rule would eliminate Rule 3-12 of Regulation S-X, which outlines the age of financial statements required as of a registration statement’s effective date or a proxy statement’s mailing date, and consolidate these requirements with the presentation requirements in Rule 3-01 of Regulation S-X. Amended Rule 3-01 would not require semiannual filers to produce or include interim quarterly financial results in registration statements or other filings. Instead, where interim financial statements for a semiannual filer would be required in a registration or proxy statement, amended Rule 3-01 would require the interim financial statements to be for a semiannual, rather than quarterly, period.

In determining whether interim financial statements would be required, semiannual filers would include interim financial statements as of the end of the most recent semiannual period that has been filed, or is required to be filed on or before the filing date, in new Form 10-S. The proposed rule would align the date when a semiannual filer’s interim financial statements of its first semiannual period would be required with when the interim financial statements for a quarterly filer’s second quarterly period would be required.

The proposed rule also provides for parallel amendments to Rule 8-08 of Regulation S-X, which addresses the age of financial statements applicable to smaller reporting companies. The proposal also includes clarifying and technical amendments to Rules 10-01 and 8-03 to provide registrants with the option to report semiannually on Form 10-S.

Technical Amendments

The proposed rule would also include a number of technical amendments to Regulation S-K, Regulation M-A, transition reports upon a reporting company’s change in fiscal year to allow for the proposed semiannual reporting option, and rules governing proxy statements. Among others, the proposal would add the definition “quarterly filer” and “semiannual filer,” referring to issuers that file quarterly reports on Form 10-Q or semiannual reports on Form 10-S, respectively, to Exchange Act Rule 12b-2 and Securities Act Rule 405 to integrate reporting companies that opt in to semiannual reporting into the existing SEC reporting and registration frameworks.

• If the proposed rule is adopted, we expect many issuers that adopt semiannual reporting, at least initially, to continue to release material financial information on a quarterly basis in earnings release format. This will permit issuers to maintain regular dialogue with their investors within the regulatory framework of Regulation FD, to access capital markets and facilitate the opening of trading windows for share repurchases and insider purchases and sales. We expect smaller issuers to be more likely than large, seasoned issuers to forgo quarterly disclosures entirely and focus on a semiannual reporting cadence.
• We expect that the quarterly information that issuers that adopt semiannual reporting will provide will generally include the information in current earnings reports and investor presentations. It may also lead to the inclusion of “one-off” items that might otherwise only appear in a Form 10-Q.
• The investor community is expected to submit comments highlighting the importance of quarterly financial reporting, especially for retail investors who do not have direct access to issuers, and expressing the view that quarterly reporting contributes to market efficiency and provides a lower cost of capital. Similar views may be expressed by proxy advisory firms and shareholder advocates.
• Many issuers are subject to other requirements to prepare quarterly financial information, including regulatory reporting requirements and financial information covenants in debt instruments. Therefore, moving to semiannual reporting will have a limited effect on their cost burden, and, particularly to the extent this information is publicly available, we expect those issuers may broadly disseminate quarterly financial information to facilitate capital markets access and provide reporting consistency.
• We believe that the dialogue regarding the compliance burden imposed by public company disclosure requirements is important and that the focus on periodic financial reporting provides an opportunity to consider two other related topics:
  • First, we encourage the SEC to consider what information is required for any type of periodic reporting, with a focus on materiality and potentially replacing Form 10-Q and proposed Form 10-S requirements with financial information that resembles the earnings materials that many issuers provide to investors. Any required information could be limited, allowing the market to develop over time and issuers to focus on the disclosures most relevant to the company and material to them, and subjected to the issuer’s internal controls environment.[5]
  • Second, there is an opportunity to consider whether the existing “one-size-fits-all” regulatory framework applied to periodic reporting by emerging growth companies, pre-revenue companies and other smaller issuers is appropriate or should be revised to permit additional scaling.
• As noted by the SEC,[6] one additional area relevant to capital markets is the rendering of auditor comfort letters in securities offerings, where audit literature and audit firm guidelines prevent auditors from providing negative assurance as to subsequent changes after 135 days “from the end of the most recent period for which the accountants have performed an audit or a review.” After 135 days, auditors are limited to reporting procedures performed and findings obtained on the interim financial information. These limitations have previously been relevant mostly for offerings based on “flash numbers” later in the first quarter or for foreign private issuers. If semiannual reporting is adopted as proposed, auditors may reconsider the current framework in order to allow issuers reporting on a semiannual basis to complete securities offerings in the middle and end of the year. The SEC has asked for input with respect to rule changes or other steps that it could take to address this issue.

The public comment period for the proposed rule will remain open until 60 days after the date the proposed rule is published in the Federal Register.