SEC Proposes Optional Semiannual Reporting

On May 5, 2026, the Securities and Exchange Commission (the “SEC”) proposed rule and form amendments that would grant public companies the option to file interim reports semiannually rather than quarterly. Under the current reporting regime, public companies must file three quarterly reports on Form 10-Q and one annual report on Form 10-K each year. If the proposed amendments are adopted, public companies will have the choice to either continue filing quarterly reports on Form 10-Q or instead file one semiannual report on new Form 10-S and one annual report on Form 10-K. Companies will decide on an annual basis whether to file semiannual or quarterly reports and will indicate their election by checking a box on their Form 10-K and other specified SEC filings. The proposed amendments include corresponding revisions to Regulation S-X to permit a semiannual reporting structure.

President Trump has long been a proponent of a semiannual reporting regime. In December 2018, during President Trump’s first term, the SEC issued a request for comment on possible changes to the frequency and nature of required periodic disclosures. Public response was divided, with supporters arguing that quarterly reporting requirements encourage focus on short-term financial results instead of longer-term financial strategy, and critics arguing that quarterly reporting increases transparency, reduces information asymmetry and serves as a safeguard against insider trading. The SEC hosted a roundtable discussion on the issue in 2019, but the matter did not advance to formal rulemaking. The arguments made in 2018 in favor of and against semiannual reporting remain relevant concerns under the SEC’s current proposal.

In its current proposal, the SEC notes that possible benefits of filing semiannual reports include “a reduction in compliance costs of time and money[;] … less distraction from running the day-to-day business; reallocation of attention from interim reporting to company strategy; additional time spent on new product development; and ability to engage in transactions that might not be possible when management is focused on preparing interim reports.” The SEC believes that such benefits are particularly helpful to emerging growth companies and smaller reporting companies and “may help ensure these companies’ long-term viability.” Filing quarterly reports can be particularly burdensome to emerging growth companies and smaller reporting companies since they typically have fewer resources, smaller teams and less expertise on public company reporting than larger companies.

Despite the potential benefits of adopting a semiannual reporting structure, we expect that most large-cap and mid-cap issuers will retain a quarterly reporting structure as a result of, among other factors, investor expectations, existing contractual requirements and potential negative impacts of filing fewer public reports. Though semiannual rather than quarterly reporting could reduce a public company’s compliance costs, investors and analysts have come to expect quarterly disclosure. Consequently, adopting a semiannual reporting structure may influence the way in which investors and analysts view a company’s stock, which could have an impact on the stock’s liquidity and value and possibly nullify predicted cost savings resulting from semiannual reporting. In addition, even if quarterly reporting were no longer mandated by the SEC, a company may be obligated to provide quarterly information to certain stakeholders due to provisions in existing contractual arrangements. For example, debt instruments typically include a reporting or financial information covenant requiring a company to provide information on a quarterly basis to securityholders. Filing fewer public reports may also exacerbate the risk of violating certain federal securities laws like Regulation FD or rules regarding insider trading. While a company that chooses to adopt semiannual reporting could address Regulation FD concerns by filing Form 8-Ks or otherwise publishing sufficient public disclosure, the time taken and costs incurred to analyze the need for and subsequently prepare such additional disclosure likely diminishes the time and cost savings the company may have gained as a result of the shift from quarterly to semiannual reporting. Companies should also consider the interplay between making fewer public filings and the company’s insider trading policy. Depending on the terms of such policy or other applicable governance documents, adopting a semiannual reporting structure may reduce the number of open trading windows available to company insiders and employees.

To address potential negative impacts of filing fewer public reports, the SEC pointed out that some companies may consider adopting a “hybrid” approach under which the company would file a Form 10-S and voluntarily disclose information regarding the company’s first and/or third quarters. Such voluntary disclosure may take the form of earnings releases, earnings calls or another form of sufficiently broad public communication. Though “hybrid” filers may realize fewer time and cost savings than semiannual filers, the approach would enable companies to provide investors and analysts with desired information while still avoiding the need to provide the level of disclosure required under the current quarterly reporting structure.

The comment period on the proposed amendments will remain open for 60 days after publication of the SEC’s proposing release in the Federal Register. While awaiting further guidance, companies should begin assessing the pros and cons of opting into a semiannual reporting structure and reviewing existing contracts to identify potential implications of such a change.

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