Eli Lilly and Company (“Lilly”) appreciates the opportunity to submit comments in response to the Securities and Exchange Commission’s (the “Commission”) proposed rule on Semiannual Reporting, released on May 5, 2026. Lilly is engaged in the discovery, development, manufacturing, marketing, and sales of pharmaceutical products worldwide. Founded in 1876 and listed on the New York Stock Exchange for over 70 years, Lilly has a long history of commitment to transparent and timely disclosure to its shareholders and the investing public. We commend the Commission for its thoughtful initiative to modernize the financial reporting landscape for Exchange Act reporting companies.
Lilly’s Position on the Proposal
Lilly is supportive of the proposal put forth by the Commission on Semiannual Reporting. If adopted substantially as proposed, we currently anticipate electing to file semiannual reports on the new Form 10-S, supplemented by voluntary quarterly earnings releases to provide our investors with timely and decision-useful financial information. We believe the proposal will result in a reduction of administrative burden associated with Form 10-Q, with very minimal impact on the investor community.
Limited Impact on Investors
Lilly believes that the proposal will not meaningfully diminish the financial information available to our investors. In line with current market practice, Lilly initially and broadly disseminates its quarterly financial results through an earnings release. As a general matter, our earnings release contains all material information related to the applicable quarter. Subsequent to our earnings release, we file our quarterly report on Form 10-Q. Given this practice, we receive few inquiries from investors and other stakeholders about information available exclusively in our Form 10-Q filings.
If adopted, Lilly anticipates continuing to furnish quarterly earnings releases containing financial and operational metrics relied upon by investors to make informed and timely decisions. This is consistent with our longstanding practice and investor expectations. In combination with ongoing Form 8-K disclosure obligations, we believe that our investors and the public at large would continue to be well-informed with decision-useful information.
Reduced Administrative Burden
The option for semiannual reporting on Form 10-S provides a meaningful opportunity to reduce the recurring administrative burden compared to the current reporting cycle. While we would continue our current accounting close processes (including internal controls) each quarter to maintain the accuracy of information in our voluntary earnings releases, there are significant costs we incur specific to Form 10-Q that would be reduced with this proposal. These include both time and financial costs related to Form 10-Q preparation, management review, and external review by outside advisors. These savings would be redirected toward activities in line with our strategic priorities, all while maintaining availability of critical information for our investors and the general public.
Specific Comments
Availability
Lilly supports the Commission’s proposal to make the semiannual reporting option available to all Exchange Act reporting companies. Broad eligibility appropriately reflects the diversity of issuer facts and circumstances.
Timing
Lilly is supportive of the earliest practicable adoption timeline. We do not foresee significant time requirements from a systems or process perspective that would require a long transition period. Lilly believes that it would be ready to transition to semiannual reporting beginning with the first quarter of 2027. More broadly, the opt-in nature of the proposal eliminates the need for a lengthy transition period. Issuers that prefer a longer transition have the flexibility to continue their current practices.
Voluntary Earnings Releases
Lilly supports the Commission’s proposal for earnings releases to continue to be furnished as opposed to filed. The furnished framework appropriately reflects the voluntary nature of earnings releases and maintains a clear distinction from mandatory periodic reporting obligations.
Rule 10b5-1 Plan Cooling-Off Period
Lilly encourages the Commission to update the Rule 10b5-1 cooling-off period for officers and directors so that it ends the earlier of the existing benchmark or two business days after a company furnishes an earnings release. Without this change, insiders at semiannual reporters would face an unnecessarily long cooling-off period in Q1 and Q3 simply because no Form 10-Q is filed — a result that was never intended by the rule.
Lilly believes this adjustment is appropriate regardless of whether the proposed rule is adopted. Earnings releases are already the primary means by which companies share financial results with the public, so it is more logical to tie the cooling-off period to that date rather than a later filing. This is particularly relevant in Q4, where the gap between an earnings release and the Form 10-K filing can stretch several weeks.
Conclusion
Lilly supports adoption of the proposed rule. Semiannual reporting will not diminish the quality or timeliness of material information available to investors — earnings releases, current reports on Form 8-K, and the continuing obligations of Regulation FD will ensure that the market remains appropriately informed. At the same time, the reduction in mandated periodic filings will meaningfully reduce compliance costs and management time for issuers, freeing resources for operational and strategic priorities. We urge the Commission to finalize the rule.
Comment Letter on the SEC’s Proposal to Replace Quarterly Reporting with Semiannual Reporting
More from: Donald Zakrowski, Eli Lilly
Donald A. Zakrowski is Senior Vice President, Finance, and Chief Accounting Officer at Eli Lilly & Co. This post is based on his SEC comment letter.
Eli Lilly and Company (“Lilly”) appreciates the opportunity to submit comments in response to the Securities and Exchange Commission’s (the “Commission”) proposed rule on Semiannual Reporting, released on May 5, 2026. Lilly is engaged in the discovery, development, manufacturing, marketing, and sales of pharmaceutical products worldwide. Founded in 1876 and listed on the New York Stock Exchange for over 70 years, Lilly has a long history of commitment to transparent and timely disclosure to its shareholders and the investing public. We commend the Commission for its thoughtful initiative to modernize the financial reporting landscape for Exchange Act reporting companies.
Lilly’s Position on the Proposal
Lilly is supportive of the proposal put forth by the Commission on Semiannual Reporting. If adopted substantially as proposed, we currently anticipate electing to file semiannual reports on the new Form 10-S, supplemented by voluntary quarterly earnings releases to provide our investors with timely and decision-useful financial information. We believe the proposal will result in a reduction of administrative burden associated with Form 10-Q, with very minimal impact on the investor community.
Limited Impact on Investors
Lilly believes that the proposal will not meaningfully diminish the financial information available to our investors. In line with current market practice, Lilly initially and broadly disseminates its quarterly financial results through an earnings release. As a general matter, our earnings release contains all material information related to the applicable quarter. Subsequent to our earnings release, we file our quarterly report on Form 10-Q. Given this practice, we receive few inquiries from investors and other stakeholders about information available exclusively in our Form 10-Q filings.
If adopted, Lilly anticipates continuing to furnish quarterly earnings releases containing financial and operational metrics relied upon by investors to make informed and timely decisions. This is consistent with our longstanding practice and investor expectations. In combination with ongoing Form 8-K disclosure obligations, we believe that our investors and the public at large would continue to be well-informed with decision-useful information.
Reduced Administrative Burden
The option for semiannual reporting on Form 10-S provides a meaningful opportunity to reduce the recurring administrative burden compared to the current reporting cycle. While we would continue our current accounting close processes (including internal controls) each quarter to maintain the accuracy of information in our voluntary earnings releases, there are significant costs we incur specific to Form 10-Q that would be reduced with this proposal. These include both time and financial costs related to Form 10-Q preparation, management review, and external review by outside advisors. These savings would be redirected toward activities in line with our strategic priorities, all while maintaining availability of critical information for our investors and the general public.
Specific Comments
Availability
Lilly supports the Commission’s proposal to make the semiannual reporting option available to all Exchange Act reporting companies. Broad eligibility appropriately reflects the diversity of issuer facts and circumstances.
Timing
Lilly is supportive of the earliest practicable adoption timeline. We do not foresee significant time requirements from a systems or process perspective that would require a long transition period. Lilly believes that it would be ready to transition to semiannual reporting beginning with the first quarter of 2027. More broadly, the opt-in nature of the proposal eliminates the need for a lengthy transition period. Issuers that prefer a longer transition have the flexibility to continue their current practices.
Voluntary Earnings Releases
Lilly supports the Commission’s proposal for earnings releases to continue to be furnished as opposed to filed. The furnished framework appropriately reflects the voluntary nature of earnings releases and maintains a clear distinction from mandatory periodic reporting obligations.
Rule 10b5-1 Plan Cooling-Off Period
Lilly encourages the Commission to update the Rule 10b5-1 cooling-off period for officers and directors so that it ends the earlier of the existing benchmark or two business days after a company furnishes an earnings release. Without this change, insiders at semiannual reporters would face an unnecessarily long cooling-off period in Q1 and Q3 simply because no Form 10-Q is filed — a result that was never intended by the rule.
Lilly believes this adjustment is appropriate regardless of whether the proposed rule is adopted. Earnings releases are already the primary means by which companies share financial results with the public, so it is more logical to tie the cooling-off period to that date rather than a later filing. This is particularly relevant in Q4, where the gap between an earnings release and the Form 10-K filing can stretch several weeks.
Conclusion
Lilly supports adoption of the proposed rule. Semiannual reporting will not diminish the quality or timeliness of material information available to investors — earnings releases, current reports on Form 8-K, and the continuing obligations of Regulation FD will ensure that the market remains appropriately informed. At the same time, the reduction in mandated periodic filings will meaningfully reduce compliance costs and management time for issuers, freeing resources for operational and strategic priorities. We urge the Commission to finalize the rule.