Comment Letter on the SEC’s Proposal to Replace Quarterly Reporting with Semiannual Reporting

CFA Institute[1] appreciates the opportunity to provide comments to the Securities and Exchange Commission (the “SEC” or “Commission) regarding the proposed rule on Semiannual Reporting (the “Proposed Rule”).

CFA Institute has a long history of promoting fair and transparent global capital markets and advocating for strong investor protections. An integral part of our efforts toward meeting those goals is ensuring that corporate financial reporting and disclosures and the related audits provided to investors and other end users are of high quality. Our advocacy position is informed by our global membership who invest both locally and globally.

CFA Institute Survey

Yesterday, CFA Institute released[2] its report, Investor Perspectives: Quarterly Reporting – What Investors Tell Us About Quarterly Reporting, Why It Matters, and Why They Support It in an Era of Artificial Intelligence.

The findings in the report are based on an extensive 46-question survey of CFA Institute members around the world who work as investment analysts and portfolio managers. Conducted in January 2026, the survey received more than 2,500 responses, including over 1,000 written comments. The results show strong investor support for retaining mandatory quarterly reporting and significant concern about the implications of reducing reporting frequency.

As our press release notes, the survey indicates:

• 62% of respondents oppose replacing quarterly reporting with semiannual reporting and 63% believe the benefits of quarterly reporting exceed their costs.
• Approximately 70% oppose granting companies flexibility to determine or change their own reporting frequency. Nearly 85% are concerned with the implications to comparability between companies because of flexibility of reporting frequency and format.
• Support is lower for semiannual reporting for just smaller or recently listed companies than support for adopting it across the board, with investors citing the same concerns about comparability and complexity.
• 82% support allowing voluntary quarterly reporting if semiannual reporting is adopted; however, only 32% of respondents expect companies would continue reporting quarterly if reporting became optional.
• Investors overwhelmingly view earnings releases and Form 10-Q filings as complementary disclosures rather than substitutes and 78% do not want to abandon the Form 10-Q filing requirement in a voluntary quarterly reporting regime.
• Investors expressed significant concerns regarding reducing reporting frequency, with a majority of respondents – 60–80%, depending on the potential implication – expressing apprehension across a variety of implications. Investors believe that six-month reporting intervals would be too long in current markets and could increase the cost of capital, stock volatility, and information asymmetries. Respondents also cited reduced comparability across companies, potential reductions in dividend frequency, greater reliance on voluntary disclosures and non-GAAP measures, heightened risks of unequal information access across investors, delayed disclosure of negative information, and the potential for increased insider trading due to longer periods between mandatory disclosures.
• Investors do not believe that reducing reporting frequency would foster more long-term decision-making behavior among companies or investors. 85% of respondents identified management incentives and compensation structures as significantly more important drivers of long-term decision-making than a 90-day change in reporting frequency.

We are providing a pre-production draft of the report and the related press release through the links above. They are considered an integral part of this comment letter.

As noted on the cover of the report, the survey and report were completed before the SEC released its Proposed Rule on Semiannual Reporting on May 5, 2026. While the final version may include editorial revisions and significant visual enhancements, the substantive content of the report is complete. The final publication will be available on CFA Institute’s Research & Policy Center website once the editorial process is finalized.

We released this draft and are providing it to the Commission now to help inform the timely debate over semiannual versus quarterly reporting. We believe the survey questions are particularly relevant to stakeholder consideration of the Proposed Rule. In addition to asking about support for quarterly versus semiannual reporting, the survey also gained insight into investor views on reporting-frequency flexibility and the use of a potential new Form 10-S, both of which are elements of the Proposed Rule. The Executive Summary provides an overview of the report, including background on the quarterly versus semiannual reporting debate, a summary of the key findings, and CFA Institute’s conclusions and recommendations to the Commission.

Pages 37, 48, 59, 81, 92, 100, and 120 of the report each include a graph summarizing the survey questions responses in the respective survey sections. These graphics provide an accessible reference point for understanding the survey results by topic. Notably, although the survey was global in scope, we observed material regional differences in few questions, even though investors in jurisdictions where semiannual reporting is currently used were included among the respondents.

We also believe it is important to provide both historical and current context for the debate over quarterly versus semiannual reporting. Accordingly, the report includes a Preface that situates this debate within the broader question of transparency, disclosure, and information availability for investment decision-making, particularly in light of other proposals that would scale back disclosures to investors.

The Preface explains the importance of disclosures to investors and the critical role that the Securities Act of 1933 and the Securities Exchange Act of 1934 played in the professionalization of securities analysis, investment decision-making, and the investment profession. Many of the survey comments, particularly those expressing concern about reduced timely information and greater information asymmetry between different types of investors and between management and investors, echoed themes found in our archives regarding the period before the passage of those Acts. For that reason, we revisited several important historical points documented in From Practice to Profession: A History of the Financial Analysts Federation and the Investment Profession.

CFA Institute will submit a comment letter to the SEC on the Proposed Rule in the coming weeks. This letter is intended as a precursor to that submission. The forthcoming comment letter will respond specifically to the questions posed in the Proposed Rule.

Proposed Rules
Deferral of Comment Period Deadlines

The debate over quarterly versus semiannual reporting is only one element of the SEC’s broader objective to increase the number of public companies in the name of capital formation.[3] That objective appears to be pursued, in significant part, through reductions in disclosure, information available for investment decision-making, and transparency to investors. In the Preface to our report, we highlight the relationship between capital formation and disclosure.

Over the last month, the SEC has released a series of proposed rulemakings and consultations related to this objective, most of which would reduce or otherwise alter disclosures available to investors. During this same period, Chairman Atkins also announced that additional proposals and consultations are expected in the coming months.[4]

Below, we highlight the relevant proposed rulemakings and consultations that have been released, as well as those anticipated. We also include a recent release by the Public Company Accounting Oversight Board (“PCAOB”), which is overseen by the SEC and whose rules require SEC approval. Collectively, these actions are important to investors because they seek to change not only how companies access the public capital markets, but also the disclosures, timing of information, quality of audits, and requirements for audits of internal control over financial reporting for all public companies that investors rely on to make investment and voting decisions.

Over this unusually compressed period of time, the SEC has issued a high-volume of consultations and proposed rulemaking with short and concurrent comment periods. This prolific and tightly sequenced series of complex proposals creates a dense and overlapping pipeline of rulemakings that strains meaningful public participation.

We believe the SEC must re-evaluate the timing of the comment periods and related due dates for these proposals, beginning with, but not limited to, the semiannual reporting proposal (i.e., a deferral of at least 60 days) because:

• The sheer number of proposals, their length, and the number of questions posed make it difficult for investors to provide the careful attention needed to respond meaningfully to the six existing proposals over the next 30 to 60 days. Additionally, the comment periods not only overlap with one another, but also coincide with the Juneteenth holiday and the July 4th 250th anniversary celebration, shortening the comment period and the human capital which can be dedicated to responding during these holiday periods.
• There are important interrelationships among these proposals, as well as with forthcoming proposals. For example, potential changes to Regulation S-K should be considered in relation to elements of the Public Company Reporting Framework and the Semiannual Reporting Proposals, given the dependence of interim reporting on the broader disclosure framework.
• As it relates to a careful consideration of the economic analysis by respondents, it is important to note that:
  • Each proposal has its own new economic analysis. The Semiannual Reporting proposal, for example, includes an economic analysis that was not included in the 2019 request for comment on this subject. That earlier request had a 90-day comment period, in contrast to the current proposal’s 60-day comment period.
  • Because the consequences of these proposals – and those to come – are interrelated and interdependent, they require a consideration of their collective economic impact. This requires a collective economic analysis – including of proposals not yet issued – which considers the interdependencies of the proposals and their economic impacts.

For those reasons, we believe the SEC should defer these proposals and sequence its requests for comment in a meaningful order, with sufficient time for investors to evaluate the proposed changes, the interrelationships among the proposals, and the potential impacts of rules that have yet to be published and for the Commission’s own Division of Economic and Risk Analysis to conduct its own cumulative analysis. Without the appropriate time, it is not possible for the public, or the SEC, to have allowed for an appropriate due process on these and forthcoming rulemakings.

1With offices in Charlottesville, VA; New York; Washington, DC; Brussels; Hong Kong SAR; Mumbai; Beijing; Abu Dhabi; and London, CFA Institute is a global, not-for-profit professional association of more than 190,000 members, as well as 160 member societies around the world. Members include investment analysts, advisers, portfolio managers, and other investment professionals. CFA Institute administers the Chartered Financial Analyst® (CFA®) Program. For more information, visit www.cfainstitute.org or follow us on LinkedIn and Twitter at @CFAInstitute.(go back)

2See press release at: CFA Institute Survey Finds Investors Strongly Support Quarterly Reporting, Oppose Reducing Disclosure Requirements(go back)

3Chairman Atkins’ Statement on Proposing Release for Semiannual Reporting(go back)

4Chairman Atkins’ Remarks at the Stanford Rock Center for Corporate Governance(go back)