SEC Proposes Amendments to Allow Optional Semiannual Reporting

As anticipated, on May 5, 2026, the Securities and Exchange Commission (“SEC”) proposed amendments (summarized in this Fact Sheet) that would allow U.S. public companies to elect to file semiannual reports on new Form 10-S, rather than 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 SEC also proposed amendments to Regulation S-X and other rules and forms that would implement the semiannual reporting option.

In a statement on the proposed rule, SEC Chairman Atkins described the proposal as “the first step” of a broader effort to review and reshape the rules governing public companies, noting that the SEC staff is “well underway in exploring potential amendments to Regulation S-K” to ensure that all mandated disclosure, financial and non-financial, is “guided by materiality as the north star.”¹Statement of Chairman Paul S. Atkins on Proposed Rule for Semiannual Reporting (May 5, 2026), available here

How the Proposal Works

Election Would Be Made by a Check Box. A new check box would be added to the cover of Form 10-K.  A reporting company would indicate annually whether it is electing a semiannual interim reporting frequency (by checking the semiannual box) or quarterly reporting (by not checking the semiannual box).  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 set market expectations for the cadence of the issuer’s reporting going forward.

Election Would Be Made Annually.  Once made, the election would be binding until the next Form 10-K is filed. Inadvertent election mistakes could be corrected by filing an amended Form 10-K (no later than the due date by which the company’s first Form 10-Q report would be required to be filed) or a pre-effective amendment to a registration statement.

Form 10-S Would Look Like Form 10-Q, for Six-Month Periods.  As proposed, Form 10-S would require the same narrative disclosures and financial information as existing Form 10-Q, but would cover a six-month period (rather than a fiscal quarter). Financial statements would be required to be reviewed (not audited) by an auditor, and prepared in accordance with U.S. GAAP.

Deadlines Follow Form 10-Q Deadlines. The deadline for filing Form 10-S would be 40 or 45 days (depending on the company’s filer status) after the fiscal year’s first semiannual period end, consistent with current Form 10-Q deadlines based on filer status, which would not change. The second semiannual period would be subsumed in the annual period presented in the annual report on Form 10-K. 

Regulation S-X Would Be Updated Accordingly, Including Staleness Rules. The proposal includes conforming changes to Regulation S-X to revise financial statement requirements to accommodate optional semiannual reporting, including updating “staleness” requirements and streamlining age-of-financial-statement rules.

Next Steps

The public comment period will remain open for 60 days following publication of the proposing release in the Federal Register.  We expect the release to elicit meaningful public comments, including from the investor community. 

The proposed optional semiannual reporting framework represents a significant structural change to the U.S. public company periodic reporting regime.  As Commissioner Peirce points out, “companies may choose to retain their current disclosure cadence…in response to investors’ demands or to remain aligned with peer companies.”²Statement of Commissioner Hester M. Peirce on the Proposed Amendments to Allow Semiannual Reporting (May 5, 2026), available here If an optional semiannual reporting regime is adopted:

• Understanding stakeholder perspectives will be critical. Investor and analyst expectations, as well as capital markets considerations, will be important to understand as companies choose a path.  For example, how analyst coverage, institutional investor interest, and the ability to access capital will be impacted by the cadence of reporting will be up-front considerations. 
• Voluntary quarterly disclosures may become the new norm for some filers.  Even companies that elect semiannual reporting may continue to release earnings, supplemental financial data, or key performance indicators on a quarterly basis. This could allow companies to open trading windows for share buybacks and insider purchases and sales, to engage in capital markets activity and to facilitate ongoing investor engagement. 
• Some issuers are subject to debt covenants that require quarterly reporting regardless.  The practical cost savings for these companies, as well as companies who choose to make voluntary quarterly disclosures, may be more modest than anticipated as companies would still need internal processes to generate quarterly financial information.
• Insider trading policies and related practices will need to be reviewed.  Companies who change existing reporting practices would likely need to review trading policies and practices, including trading windows and blackout periods.