SEC Proposes Optional Semiannual Reporting For Public Companies

Executive Summary

• What’s new: The SEC has proposed amendments that would allow public companies to file a semiannual report on a new Form 10-S instead of three quarterly reports on Form 10-Q. The voluntary annual election would be made via a check box on Form 10-K.
• Why it matters: If adopted, the amendments would be the most significant change to periodic reporting since 1970.
• What to do next: Companies should evaluate investor expectations, consider the potential impact on analyst coverage and market perception, and weigh the pros and cons of switching to semiannual reporting.

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On May 5, 2026, the Securities and Exchange Commission (SEC) proposed rule and form amendments that would give public companies the option of filing semiannual reports in lieu of quarterly reports. Companies making this election would file one semiannual report and one annual report per fiscal year, rather than three quarterly reports and one annual report.

If adopted, the amendments would be the most significant change to periodic reporting since 1970. The proposal is intended to reduce the compliance costs and management time associated with quarterly reporting, respond to concerns about “short termism,” and potentially encourage more companies to enter and remain in the public markets, while maintaining a framework for timely, material disclosure for investors.

Key Takeaways

• Companies would have the option to switch from quarterly to semiannual interim reporting.
• Any potential change to quarterly reporting would not necessarily result in a change to the voluntary issuance of quarterly earnings releases or holding quarterly earnings calls.
• The election would be made annually via a check box on Form 10-K and must be reelected each year; companies cannot switch midyear.
• Form 10-S would require the same disclosures as Form 10-Q, but covering a six-month period.
• Regulation FD and Form 8-K current reporting obligations remain unchanged.

How the Election Would Work

A company would elect semiannual reporting by checking a box on its Form 10-K each year. If the box is not checked, the company defaults to quarterly reporting for the following year and no midyear switches are allowed. However, a company can correct an inadvertent mistake to the check box by filing a Form 10-K amendment as soon as practicable but no later than the date the company’s first Form 10-Q would have been due.

Newly public companies could make the election on their initial registration statement (Forms S-1, S-3, S-4 or S-11, or Form 10). They may change the election until the registration statement becomes effective; after that, changes can only be made on the next Form 10-K.

Filing Deadlines

The filing deadline for Form 10-S would be similar to the current Form 10-Q deadline:

• Forty days after the end of the first semiannual period of the fiscal year for large accelerated filers and accelerated filers.
• Forty-five days after the end of the first semiannual period of the fiscal year for all other registrants.

The public comment period will remain open until July 6, 2026. The SEC has requested comments on all aspects of the proposal, including the economic analysis and several specific alternatives it considered, such as mandatory semiannual reporting for all filers and limiting the option to certain smaller registrant categories. Companies may also comment on whether condensing the Form 10-Q — instead of or in addition to making it optional — would be helpful. The proposal also acknowledges that if the proposal is adopted, changes to securities exchange listing rules and accounting and auditing standards would be necessary.

Practical Considerations

Companies considering the semiannual reporting election should weigh a number of practical factors.¹ Institutional investors and analysts may have expectations around the cadence of financial reporting, and a shift to semiannual reporting could affect analyst coverage or market perception.

Further, any potential change to quarterly reporting would not necessarily result in a change to issuance of quarterly earnings releases, earnings guidance practices or conducting quarterly earnings calls. For example, many foreign private issuers (FPIs), which are not subject to the SEC’s quarterly reporting requirements, continue to voluntary engage in these practices due to market interest and to allow the company and insiders to transact in the company’s securities.

Footnote

1. See our December 2025 client alert “Would Your Company Want To Stop Filing Quarterly Reports if No Longer Required?” for a discussion of the potential implications.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.