SEC Semiannual Reporting Proposal Would Give Issuers Flexibility, But Quarterly Reporting May Remain The Market Standard

The SEC’s proposal to permit semiannual reporting would give public companies greater flexibility over the timing of their periodic reports. It may not, however, materially displace quarterly reporting as the prevailing market practice.

On May 5, 2026, the SEC proposed amendments that would allow domestic reporting companies to elect to file a new Form 10-S covering the first six months of the fiscal year, together with the existing annual report on Form 10-K, in lieu of filing Forms 10-Q for each of the first three fiscal quarters. The election would be voluntary, and companies could continue filing quarterly reports under the existing framework. (sec.gov)

That optionality is central to the proposal. The relevant question is therefore not simply whether semiannual reporting would reduce regulatory burden, but which companies would actually adopt it and what disclosure practices would replace the Form 10-Q.

Early indications suggest that many companies would continue reporting financial results on a quarterly basis even if they no longer were required to file quarterly reports with the SEC. Others appear likely to retain the current Form 10-Q regime altogether.

A recent KPMG survey of 156 CFOs, chief accounting officers, and controllers found that 39% of respondents would continue issuing quarterly earnings releases while moving to semiannual SEC filings. Another 39% would make no change and continue both quarterly earnings releases and Form 10-Q filings. Only 3% indicated that they would move fully to semiannual reporting without providing interim quarterly updates. (wsj.com)

The results suggest that the SEC’s proposal may change the form of quarterly disclosure more than its frequency.

Many Issuers May Continue Filing Form 10-Q

The case for retaining quarterly reporting is substantial for many public companies.

Quarterly financial reporting is deeply embedded in public-company governance and capital-markets practice. Analysts model results quarterly. Institutional investors evaluate performance quarterly. Boards and audit committees review financial results on a quarterly cadence. Credit agreements frequently require quarterly financial information. Companies also use quarterly reporting to maintain analyst coverage, support capital-raising activity, and provide investors with regular visibility into operating performance.

For companies that rely heavily on public-market credibility, particularly smaller issuers seeking broader institutional ownership, reducing the frequency of formal reporting may be commercially unattractive.

That appears to be reflected in current issuer sentiment. The KPMG survey found that nearly four in ten respondents expect to retain their existing quarterly reporting practices even if the SEC permits semiannual reporting. (wsj.com)

A separate survey by the Society for Corporate Governance similarly found limited near-term interest in adopting the new regime. Only 8% of respondents indicated that they were very likely to move to semiannual reporting within three years. (wsj.com)

These findings are significant. If a substantial portion of the market continues filing Form 10-Q voluntarily, quarterly reporting may remain the de facto market standard even if it is no longer the regulatory minimum.

A Hybrid Reporting Model Is Also Likely

Other companies may adopt a hybrid model by filing Form 10-S semiannually while continuing to issue quarterly earnings releases.

Eli Lilly, for example, has indicated that it expects to elect semiannual SEC reporting if the proposal is adopted while continuing to publish quarterly earnings information. (sec.gov)

That approach may appeal to issuers seeking to reduce portions of the Form 10-Q compliance burden while preserving the quarterly information flow expected by investors.

The distinction, however, is important. A quarterly earnings release does not provide the same standardized disclosure package as Form 10-Q.

Form 10-Q includes interim financial statements, Management’s Discussion and Analysis, disclosure regarding controls and procedures, certifications, exhibits, and other prescribed information. The financial statements are also subject to independent accountant review. A voluntary earnings release may include substantial financial information, but it is not required to replicate that framework. (sec.gov)

As a result, broader use of semiannual filings could lead to greater variation in the amount and type of information companies provide between formal reporting periods.

The Potential Cost Savings May Be More Limited for Some Issuers

The SEC has identified compliance cost and management burden as important reasons for reconsidering quarterly reporting. Its economic analysis estimates meaningful direct savings for companies that replace three Forms 10-Q with one Form 10-S. (sec.gov)

The actual savings, however, will depend on how much of the quarterly reporting process remains in place.

A company that continues issuing quarterly earnings releases must still close its books, review financial results, evaluate material developments, prepare disclosures, coordinate with management and advisers, and maintain effective disclosure controls. Financing agreements may independently require quarterly financial statements, and audit committees may continue quarterly review processes irrespective of SEC filing frequency.

The KPMG survey found that 94% of respondents expected to maintain quarterly internal governance and oversight practices even if they adopted semiannual SEC reporting. More than half also reported financing arrangements requiring quarterly financial information. (wsj.com)

Accordingly, the proposal may reduce filing-related costs without eliminating the broader infrastructure associated with quarterly financial reporting.

Market Expectations May Ultimately Determine Reporting Frequency

The optional structure of the proposal effectively leaves reporting frequency, in part, to market discipline.

Commissioner Mark Uyeda has observed that companies providing less frequent information may face a higher perceived investment risk and potentially a higher cost of capital. (sec.gov)

That dynamic is likely to vary by issuer.

Large, mature companies with stable operations and substantial analyst coverage may be more comfortable moving to semiannual SEC filings. Companies with volatile performance, significant capital needs, limited analyst coverage, or a strategic interest in attracting new institutional investors may determine that quarterly reporting remains preferable.

Peer practice will also matter. An issuer may be reluctant to provide materially less standardized information than its direct competitors, particularly where investors routinely compare quarterly operating trends across a sector.

Reporting frequency may therefore become a company-specific capital-markets decision rather than a uniform compliance requirement.

Investor Protection and Comparability Remain Key Concerns

The proposal also raises traditional disclosure-policy concerns.

Quarterly reporting provides investors with standardized information at regular intervals. A more flexible reporting regime could result in companies providing substantially different levels of interim disclosure.

Capital Group has cautioned that reduced reporting frequency could affect the quantity, quality, and comparability of information available to investors and has suggested that the SEC consider alternatives, including a streamlined Form 10-Q. (sec.gov)

Those concerns are particularly relevant if some issuers continue Form 10-Q reporting, others provide detailed quarterly earnings releases, and others provide only limited interim information.

Form 8-K, Regulation FD, and the federal antifraud provisions will continue to apply, but those requirements do not provide a complete substitute for standardized quarterly financial reporting. (sec.gov)

The result could be greater issuer flexibility accompanied by reduced uniformity across the market.

The More Significant Question May Be Whether Form 10-Q Should Be Streamlined

The proposal also raises a broader regulatory question: whether the principal burden arises from quarterly reporting itself or from the amount of information required in Form 10-Q.

Commissioner Hester Peirce has suggested that the Commission should consider whether reducing the substantive requirements of Form 10-Q could provide meaningful relief while preserving quarterly reporting. (sec.gov)

That alternative may warrant further consideration.

If a substantial percentage of issuers intend to continue reporting quarterly because investors, boards, lenders, and analysts demand quarterly information, reducing the burden associated with Form 10-Q may produce broader benefits than simply permitting less frequent filings.

A streamlined quarterly report could preserve consistency and comparability while reducing duplicative or lower-value disclosure requirements.

Key Takeaway

The SEC’s proposal would provide public companies with meaningful flexibility, but it is unlikely to produce a uniform shift to semiannual reporting.

Current indications point toward three possible approaches: some companies will retain the existing Form 10-Q regime; others will move to semiannual SEC filings while continuing quarterly earnings releases; and a smaller group may adopt a genuinely semiannual disclosure cadence.

For many issuers, particularly those focused on institutional ownership, analyst coverage, capital raising, or peer comparability, quarterly reporting may remain the preferred market practice even if it is no longer required.

The practical effect of the proposal may therefore be to make quarterly reporting optional as a matter of regulation while leaving it largely intact as a matter of market expectation.

That distinction is likely to determine whether the SEC’s proposal materially reduces reporting burdens or principally changes the form in which quarterly information reaches investors.