SEC Proposes Optional Semiannual Reporting for Public Companies

On May 5, 2026, the SEC proposed rule and form amendments that would give public companies the option to file semiannual reports in lieu of quarterly reports to meet their interim reporting obligations under the federal securities laws.¹ In explaining the rationale for providing an option for semiannual reporting, SEC Chairman Paul S. Atkins stated that “[p]ublic companies have an obligation under the federal securities laws to provide information that is material to investors,” but emphasized that “the rigidity of the SEC’s rules has prevented companies and their investors from determining for themselves the interim reporting frequency that best serves their business needs and investors.”² The proposal is consistent with the current SEC leadership’s broader initiative to reduce regulatory burden and provide issuers with greater operational flexibility.

Background

Under the existing disclosure framework, public companies subject to Exchange Act Section 13(a) or 15(d) are currently required to file three quarterly reports on Form 10-Q and one annual report on Form 10-K each fiscal year. The quarterly reporting regime has long been a feature of the U.S. public company disclosure system, but has also been a source of ongoing debate regarding the costs it imposes on companies, including management time, legal and accounting fees, and the potential for short-term focused corporate decision-making, relative to the informational benefit it provides to investors. The proposed amendments reflect the SEC’s view that the current one-size-fits-all approach may not serve all companies and their investor bases best.

The Proposed Amendments

New Optional Form 10-S

The proposed amendments, if adopted, would allow public companies to elect to file semiannual reports on new Form 10-S instead of quarterly reports on Form 10-Q. Companies that elect semiannual reporting would file one semiannual report and one annual report for each fiscal year, in lieu of three quarterly reports and one annual report.

The election to file on Form 10-S would be made annually by checking a box on the cover page of the company’s Form 10-K; once made, the election locks in the company’s reporting cadence for the entire fiscal year. A company may not switch between quarterly and semiannual reporting mid-fiscal year, and a semiannual filer wishing to revert to quarterly reporting may only do so by leaving the box unchecked on its next Form 10-K.

Filing Deadlines

Under the proposal, the filing deadline for semiannual reports on Form 10-S would depend on the reporting company’s filer status:

• For accelerated filers and large accelerated filers, 40 days after the end of the first semiannual period of the fiscal year.
• For all other filers, 45 days after the end of the first semiannual period of the fiscal year.

This deadline structure mirrors the tiered approach currently used for Form 10-Q, where accelerated filers and large accelerated filers are subject to shorter filing windows than non-accelerated filers.

Similar to current requirements for the first quarterly report for companies that have newly become Exchange Act reporting companies (such as IPO companies), the first semiannual report on Form 10-S would be due the later of (i) 45 days after the effective date of the registration statement, or (ii) the date that Form 10-S would otherwise have been due had the company been an Exchange Act reporting company.

Amendments to Regulation S-X

The proposal would also amend Regulation S-X, which governs the financial statement requirements for periodic reports, registration statements and proxy statements, to reflect the new semiannual reporting option and simplify the existing financial statement requirements by consolidating requirements related to the age of financial statements into a single rule. The precise scope of these amendments is detailed in the Proposing Release.

Comment Period

The comment period will remain open until 60 days after the date of publication of the Proposing Release in the Federal Register.

Takeaways

The SEC’s proposal represents a significant potential shift in the U.S. public company reporting landscape and warrants close attention from public companies, their boards and their legal and financial advisors.

Several practical considerations merit particular attention:

• Voluntary election, not a mandate. The proposal does not eliminate quarterly reporting. Companies will need to evaluate whether moving to a semiannual reporting cadence makes sense given their investor base, capital markets activity and competitive disclosure practices. Companies that rely heavily on access to capital markets where quarterly financials are often expected by underwriters and investors may be reluctant to elect the new option even if it becomes available. In that regard, underwriters may ultimately require issuers to contractually agree to quarterly reporting. One potential avenue for taking advantage of the lighter disclosure burden while providing investors with the information they desire may be to continue announcing earnings on a quarterly basis even while filing semiannual reports on Form 10-S. In that regard, the requirement to file earnings releases under Item 2.02 of Form 8-K is not expected to change.
• Investor relations and market expectations. Electing semiannual reporting would significantly reduce the volume of periodic financial disclosures. Companies considering the election should assess how institutional investors, analysts and index providers may react, as reduced disclosure frequency could affect market perception or liquidity. The SEC notes that the proposal may be especially attractive to companies such as pre-revenue life sciences companies, whose stock prices are driven less by incremental quarterly financial results than by fundamental business developments such as clinical milestones, regulatory events and new product launches, which follow their own timelines and are already captured through Form 8-K filings.
• Interaction with other disclosure obligations. A move to semiannual periodic reports does not eliminate other ongoing disclosure obligations, including Form 8-K current reporting requirements for material events and financial reporting covenants that may otherwise exist under credit agreements, notes and other contracts.
• Comfort letters and capital markets activity. Under existing PCAOB standards, an independent public accountant may only provide negative assurance in a comfort letter as of a date within 135 days of the most recently audited or reviewed period, meaning semiannual filers could face more limited windows of negative assurance comfort at certain points in the fiscal year. The SEC has expressly acknowledged this issue and invited comment on whether the PCAOB should amend its standards to accommodate semiannual reporting, suggesting the constraint may be addressed through regulatory action before or alongside adoption of a final rule.
• Insider trading policies and trading windows. A shift to semiannual reporting would extend the periods during which corporate insiders may possess material non-public information that has not yet been publicly disclosed, which could necessitate revisions to the company’s insider trading policy. Many companies impose fixed blackout periods around the close of each fiscal quarter until earnings are released; under a semiannual reporting cadence, companies would need to reassess the length and structure of those blackout periods. Companies should also evaluate the interaction between semiannual reporting and any existing Rule 10b5-1 trading plans adopted by directors and officers.
• Comment period. Given the significance of the proposal, public companies, industry groups, investors and other stakeholders have a meaningful opportunity to shape the final rule through comment letters. Companies with strong views in either direction on the costs and benefits of optional semiannual reporting should consider participating in the comment process before the 60-day window closes.

If adopted in final form, the proposed amendments could meaningfully reduce compliance costs for companies that elect the new reporting frequency, while also raising important questions about the future structure of the U.S. periodic disclosure framework.