On May 5, 2026, the Securities and Exchange Commission proposed rule and form amendments that would allow public companies to satisfy their interim reporting obligations by filing semiannual reports instead of quarterly reports. If adopted, the proposal would create a new Form 10-S and give public companies subject to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 the option to file one semiannual report and one annual report each fiscal year, rather than three quarterly reports on Form 10-Q and one annual report on Form 10-K.
The proposed semiannual reporting framework is intended to provide public companies with flexibility to select the interim reporting cadence that best serves the company and its investors. The SEC emphasized that the proposal would not eliminate quarterly reporting. Instead, it would establish an optional alternative for companies that determine semiannual reporting is more appropriate for their business, investor base, and disclosure practices.
Current SEC Quarterly Reporting Requirements
Under the current public company reporting system, domestic issuers generally file quarterly reports on Form 10-Q for each of the first three fiscal quarters and an annual report on Form 10-K after the end of the fiscal year. Form 10-Q reports typically include unaudited interim financial statements, management’s discussion and analysis, updates to risk factors, disclosure controls and procedures, legal proceedings, and other information required by SEC rules.
Quarterly reporting has long been a central feature of the U.S. public company disclosure system. It provides investors, analysts, and the market with standardized interim financial information. At the same time, many issuers have argued that quarterly reporting can be costly, time-consuming, and may contribute to short-term market pressures.
New Form 10-S Under the SEC Proposal
The proposed amendments would create new Form 10-S for public companies that elect semiannual reporting. A company choosing this option would file Form 10-S after the end of the first six months of its fiscal year. The company would then file its annual report on Form 10-K after fiscal year-end.
Under the proposal, the filing deadline for Form 10-S would be 40 or 45 days after the end of the first semiannual period, depending on the company’s filer status. As a result, companies electing the semiannual reporting option would file one semiannual report and one annual report each fiscal year instead of three quarterly reports and one annual report.
The SEC proposal would also amend Regulation S-X, which governs financial statement requirements for periodic reports, registration statements, and proxy statements. These amendments would conform Regulation S-X to the proposed semiannual reporting option and simplify certain existing financial statement requirements.
Chairman Atkins Describes Proposal as Part of Public Company Reform Agenda
SEC Chairman Paul S. Atkins stated that the proposal is part of his broader “Make IPOs Great Again” agenda, which is designed to encourage companies to go public and remain public. According to Chairman Atkins, public companies have an obligation to provide material information to investors, but the current reporting framework may be too rigid because it does not allow companies and investors to determine the interim reporting frequency that best fits their needs.
Chairman Atkins noted that a company evaluating whether to report semiannually might consider the costs and management time required to prepare quarterly reports, investor expectations, potential effects on its cost of capital, the stage of its business development, the nature of its business model, other available disclosure channels, and the possibility of increased research coverage.
Earnings Releases, Earnings Calls, and Form 8-K Reporting
The SEC proposal would not require companies to reduce the frequency of earnings releases or earnings calls. A company that elects semiannual reporting could still choose to issue quarterly earnings releases, hold quarterly earnings calls, or provide other voluntary updates to investors. The frequency of those communications would remain a business decision for each company.
Companies would also remain subject to Form 8-K reporting obligations. Form 8-K requires public companies to disclose certain material events between periodic reports, including specified corporate events, entry into material agreements, changes in control, certain financial obligations, changes in directors or officers, and other reportable matters. Therefore, the semiannual reporting option would not eliminate the need for timely disclosure of material developments.
Potential Benefits for Public Companies
The proposed semiannual reporting option could reduce compliance costs and administrative burdens for some public companies. Preparing a quarterly report often requires significant involvement from management, finance, accounting, legal, investor relations, auditors, and outside counsel. Reducing the number of required interim periodic reports could allow companies to redirect time and resources toward business operations, strategic planning, capital formation, and long-term growth.
The proposal may be particularly relevant for smaller reporting companies, emerging growth companies, newly public companies, and other issuers that face meaningful public company compliance costs relative to their size. For these companies, a semiannual reporting option could make the public markets more attractive and may influence decisions about whether to pursue or maintain public company status.
Investor Protection and Market Transparency Concerns
The SEC’s proposal is likely to generate significant public comment because quarterly reports are an important source of standardized financial information. Investors and analysts may raise concerns that semiannual reporting could reduce the frequency of comparable financial disclosures, increase information asymmetry, or make it more difficult to monitor company performance between annual reports.
Market participants may also focus on whether companies that elect semiannual reporting could face a higher cost of capital, reduced analyst coverage, or increased stock price volatility. Companies considering the option, if adopted, would need to balance the potential cost savings against investor expectations, market liquidity, disclosure practices, and the company’s broader capital markets strategy.
Materiality and Broader Disclosure Reform
Chairman Atkins emphasized that interim reporting frequency is only one part of a larger effort to review public company reporting obligations. He also stated that SEC staff is exploring potential amendments to Regulation S-K, which serves as the central repository for many non-financial disclosure requirements outside the financial statements.
According to Chairman Atkins, future disclosure reforms should be guided by materiality. He also encouraged the Financial Accounting Standards Board to evaluate whether changes to accounting standards may be appropriate to focus interim financial reporting on material information and avoid disclosure of immaterial information.
Public Comment Period
The proposed release will be published on the SEC’s website and in the Federal Register. The public comment period will remain open until 60 days after publication of the proposing release in the Federal Register. Public companies, investors, law firms, accounting firms, investor advocates, analysts, exchanges, and other market participants are expected to comment on the proposed optional semiannual reporting framework.
What Public Companies Should Consider
If the proposal is adopted, public companies will need to evaluate whether semiannual reporting aligns with their investor relations strategy and disclosure obligations. Companies should consider whether their investors expect quarterly financial information, whether voluntary earnings releases would continue, how analysts may respond, and whether less frequent SEC periodic reporting could affect liquidity or valuation.
Companies should also assess their disclosure controls and procedures, Form 8-K practices, earnings release process, board oversight, audit committee expectations, and internal reporting calendars. Even if a company elects semiannual reporting, it must continue to provide investors with material information required under the federal securities laws.
Conclusion
The SEC’s proposed semiannual reporting framework could represent one of the most significant changes to public company periodic reporting in decades. By creating new Form 10-S and allowing companies to choose between quarterly and semiannual interim reporting, the proposal seeks to reduce regulatory burdens and make public company status more attractive.
At the same time, the proposal raises important questions about investor protection, market transparency, comparability, and the role of quarterly financial reporting in the U.S. capital markets. Public companies should monitor the rulemaking process closely and consider submitting comments addressing how the proposed semiannual reporting option would affect issuers, investors, and the public markets.
This securities law blog post is provided as a general informational service. If you have any questions about this article, Hamilton & Associates Law Group, P.A. is ready to help.
Since 1998, our Founder, Brenda Hamilton, has been a leading voice in corporate and securities law, representing both domestic and international clients across diverse industries and jurisdictions.
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