Highlights 

• SEC has proposed rules that would allow public companies to file semiannual reports on a new Form 10-S rather than quarterly reports on Form 10-Q.
• The SEC has highlighted several advantages of semiannual reporting, including less distraction from day-to-day business operations, more time for company strategy and product development, and reduced compliance costs, which could also encourage more private companies to enter the public markets.
• Critics are expected to argue that less frequent mandatory disclosures could limit transparency and disadvantage retail investors, but the SEC believes that Form 8-K current report requirements would fill this gap by capturing material events on a more timely basis than quarterly reports.

On May 5, 2026, the Securities and Exchange Commission (SEC) proposed amendments to Rules 13a-13 and 15d-13 under the Securities Exchange Act of 1934 (Exchange Act) that would give public companies the option to file semiannual reports on a new Form 10-S in lieu of quarterly reports on Form 10-Q to meet their interim reporting obligations under the Exchange Act. 

SEC Form 10-S Proposal: Key Features of Semiannual Reporting

If adopted, the proposed rules would change the current quarterly reporting requirements to a more flexible system that permits reporting companies to elect the interim reporting frequency that is best for the company and its shareholders. The new Form 10-S would require the same narrative disclosures and financial information as the existing 10-Q, but would cover a six-month period rather than a fiscal quarter. The filing deadline for the 10-S would be the same as the deadline for the second 10-Q filing during a year: the 10-S would be due 40 or 45 days (depending on the company’s filer status) after the end of the first semiannual period of the company’s fiscal year. Therefore, reporting companies who elect to report on a semiannual basis will only be required to file two periodic reports for each fiscal year: the semiannual report on Form 10-S and the annual report on Form 10-K. Companies that do not choose to become semiannual filers would continue to file three quarterly reports on Form 10-Q and an annual report on Form 10-K each year. 

Under the proposal, a reporting company that wants to take advantage of the semiannual reporting option would check a box on the cover page of its Form 10-K as the sole means of indicating annually whether it is selecting a semiannual interim reporting frequency or quarterly reporting. Thus, under the proposed rule, reporting companies will have the ability to change their reporting frequency on an annual basis. Private companies conducting initial public offerings would make initial elections to use semiannual reporting by checking the box on the cover page of the S-1 registration statement filed. Public companies that are currently SEC-reporting companies and are filing registration statements (such as an S-1, S-3, S-4, S-11, or a Form 10) would check or leave unchecked the box consistent with the company’s prior election on its most recent Form 10-K. In other words, a currently reporting company cannot change its reporting frequency through the check box on a registration statement — it can only do so one time a year on its Form 10-K.  

How the SEC’s Proposed Regulation S-X Amendments Would Affect Financial Statement Requirements

As part of the proposed rule changes, the SEC also proposed amendments to the financial statement requirements of Regulation S-X to facilitate semiannual reporting. Specifically, the amendments would:

• Simplify Reg. S-X Rule 3-01 and Rule 8-08 by reorganizing each and consolidating the requirements of Rule 3-12 regarding the age of financial statements in a registration or proxy statement into the balance sheet requirements of Rule 3-01;
• Revise the age requirements to incorporate semiannual reporting through the introduction of a revised model for determining the age of interim financial statements, and
• Revise other rules in Reg. S-X to incorporate semiannual reporting.  

The SEC stated that these amendments will help ensure that, when semiannual filers file registration statements, their financial statements in those registration statements are not considered “stale” under existing rules which were adopted under a quarterly reporting framework. Furthermore, the SEC intends that this proposal will simplify the rules governing the age of financial statements by consolidating the requirements into a single rule. 

Strategic Considerations for Public Companies Evaluating Semiannual Reporting

The SEC has stated the proposed rules, if adopted, will provide companies with increased regulatory flexibility to determine for themselves the interim reporting frequency that best serves their business needs and the needs of their investors. The next issue, then, is whether semiannual or quarterly reporting is the right protocol for each reporting company. Reporting companies should consider the following when deciding what protocol is right for them:

• Investor and Analyst Expectations. Each company must assess whether its investor base and analysts will continue to expect the company to provide quarterly financial information, even if it is not in a formal earnings release or 10-Q. Large accelerated filers with a history of extensive analyst coverage may find it difficult to justify moving away from quarterly reporting, potentially creating a dearth of financial information released to the market. Less timely information may result in a less liquid market for the company’s stock.
• Alternative Quarterly Disclosure Options. Companies that choose the semiannual reporting option, but are reticent to completely eliminate two quarterly filings a year, may instead choose to issue a hybrid-quarterly financial disclosure that contains condensed quarterly financial information, an MD&A section, and updated risk factors, for example, and file it with the SEC on an Item 7.01 or 8.01 8-K. This protocol may reduce the documentation burden of full quarterly reporting, but it would still require some work in putting together the quarterly disclosure 8-K.
• Cost Savings. Eliminating two full 10-Q filings a year would provide significant cost savings to many public companies, especially smaller reporting companies and newly reporting companies looking to control third-party expenses. Switching to semiannual reporting could save companies several hundreds of thousands of dollars each year.
• Focus on Long-Term Performance. Switching to semiannual reporting also could help companies avoid the tendency to manage the business on a short-term quarter-to-quarter basis, rather than focusing more on the long-term financial performance and prospects of the company.
• Industry-Specific Considerations. Many companies may not decide to switch away from quarterly reporting if other competitors within their industry are not switching. Being a first adopter of the semiannual protocol, resulting in comparatively less financial disclosure to the market than peers, may put the company at a competitive disadvantage in the eyes of management and the board. 
• Free Up Resources. Companies that switch to semiannual reporting may be able to free up personnel and other resources for other productive business and strategic activities. 

Public comments on the proposed rules are due on July 6, 2026. After the close of the public comment period, the SEC will determine whether to adopt final rules.