H. Rodgin Cohen is a Senior Chair and Robert W. Downes and Mario Schollmeyer are Partners at Sullivan & Cromwell LLP. This post is based on a Sullivan & Cromwell memorandum by Mr. Cohen, Mr. Downes, Mr. Schollmeyer, Benjamin H. Weiner, Evan S. Simpson, and Kethan T. Dahlberg.
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.
