On May 5, 2026, the Securities and Exchange Commission (SEC) proposed a rule that would allow public companies — subject to Sections 13(a) or 15(d) of the Exchange Act (reporting companies) — to opt for a new form of semiannual reporting in lieu of the current quarterly reporting. In connection with the semiannual structure, the proposed rule would create a new Form 10-S and amend and clarify applicable regulations, which were originally tailored for the current quarterly reporting framework.
Current Framework
Since 1970, reporting companies have been required to file three quarterly reports within a fiscal year, with a final report taking the form of the company’s required annual report. The quarterly reports are filed on a Form 10-Q, while the final annual report is filed as a Form 10-K. These quarterly reports are detailed documents that require numerous disclosures, such as financial statements, analyses of financial condition, market risk, legal proceedings, material changes in risk factors, and more. However, semiannual reporting is not a new concept. It was the predecessor to the quarterly reporting system, and even today, companies that are not classified as reporting companies — and those reporting companies that are exempt from quarterly reporting — may provide semiannual reports.
Proposed Semi-Reporting System
The SEC proposal aims to amend Exchange Act Rules 13a-13 and 15d-13, allowing reporting companies to opt for semiannual reporting instead of the current quarterly requirements. Under this proposed system, semiannual reports would be filed on a new Form 10-S. In total, a reporting company choosing this approach would only need to file one semiannual report and one annual report each fiscal year. The new Form 10-S would require the same type of information as the Form 10-Q, with the key difference being that it would cover a six-month period rather than a 3-month period, and would be due within 40 or 45 days following the end of the semiannual period, depending on the filing status of the company.
However, reporting companies would still have the option to continue with their current quarterly reporting. If the proposed rule is adopted, companies will select their preferred reporting system on a revised version of Form 10-K. The Form 10-K will have a new checkbox indicating whether, moving forward, the reporting company will file quarterly or semiannually. Once a choice is made, the company will be committed to that reporting system for the remainder of the fiscal year. However, nothing would prevent semiannual filers from voluntarily reporting quarterly financial information.
Regulation S-X
With the proposed changes to semiannual reporting, the SEC intends to amend Regulation S-X to align with the new semiannual structure, as its current language is tailored toward a quarterly reporting framework. First, the amendment would consolidate Rules 3.01 and 3-12, which address the timing of balance sheets and the age of financial statements as of the effective date, respectively. Among other things, the amendment will clarify and update references to filing dates to better align with Form 10-K, 10-Q, and 10-S filings.
A notable change would involve how the date of an interim balance sheet is determined. Currently, there are several filings that must include a balance sheet as of an interim date within 130 or 135 days of the filing date. Under the SEC’s proposed amendment, registrants would only be required to include interim financial statements as of the end of the most recent fiscal quarter or semiannual period. This approach works to simplify the dating process by assigning the date to the applicable filing. For example, if a reporting company is required to file a report with a balance sheet, and its most recent required filing is as of June 30, then the interim balance sheet would only need to be dated as of June 30.
Opportunity and Challenges
The SEC believes that offering the flexibility of semiannual reporting will enable reporting companies to better evaluate and align their business needs with the appropriate reporting frequency. The SEC views quarterly reporting as costly and resource-intensive, suggesting that these resources could be better allocated toward other priorities. Additionally, the SEC believes that less frequent reporting could help prevent the inadvertent disclosure of sensitive information. In practice, the proposed semiannual filing would reduce the number of filings from four (4) to two (2) per fiscal year.
However, an opposing view is that reduced reporting frequency could delay the dissemination of important information to investors. Additionally, adopting a semiannual reporting approach may lead to an increase in Form 8-K filings, as companies endeavor to disseminate important information that otherwise would have been included in the Form 10-Q or related earnings releases. For example, companies may need to retain a quarterly disclosure cadence to take advantage of capital markets transactions, facilitate open windows for the purpose of share repurchases or insider transactions or to promote more frequent updates for their investor base.
Ultimately, if the proposed rule is adopted, reporting companies will have three options: (1) continue with quarterly filing, (2) elect for semiannual filings without voluntary quarterly information, or (3) elect for semiannual filings with voluntary quarterly disclosures.
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