On May 5, 2026, the Securities and Exchange Commission (SEC) proposed rules that would allow public companies to elect semiannual reporting on a new Form 10-S in place of quarterly filings. The proposal also includes amendments to Exchange Act Rules 13(a) and 15(d), Regulation S-X, and other existing rules and forms to reflect the optional semiannual reporting approach.
The proposed change follows repeated remarks by SEC Chair Paul Atkins that quarterly reporting requirements and their associated compliance costs have disincentivized companies from becoming or remaining public. In a statement accompanying the proposal, Atkins noted that these proposed rules will make going public “attractive again,” and that existing avenues for public disclosure allow companies to adequately inform investors.
Comments are due 60 days after the proposed amendments are published in the Federal Register.
Who Is Eligible?
Under the proposal, any public company required to report under Exchange Act Section 13(a) or 15(d) could elect to file semiannual reports rather than quarterly reports. Foreign private issuers and most investment companies would not be eligible and are already exempt from the SEC’s quarterly reporting requirements.
How Is Semiannual Reporting Elected?
If the proposal is adopted, companies could elect semiannual reporting by checking a box on the cover page of Form 10-K, Securities Act registration statements (Forms S-1, S-3, S-4, or S-11), or Exchange Act registration statements on Form 10, as applicable. Companies that do not elect semiannual reporting would remain subject to quarterly reporting requirements. A company could change or correct its election through a timely amendment; otherwise, the election would apply for the entire following fiscal year and could not be changed midyear.
What Is Required by Form 10-S and When Is It Due?
Form 10-S would be substantially the same as Form 10-Q but would cover a six-month period rather than a three-month period. Financial statements for the covered semiannual period would be required to be prepared in accordance with U.S. generally accepted accounting principles (GAAP) and reviewed by an auditor, but not audited. Existing disclosure and certifications requirements, including those for disclosure controls and procedures and internal control over financial reporting, would apply.
Like Form10-Q, Form 10-S would be due 40 or 45 days after the end of the disclosure period, depending on filer status.
What Does Not Change?
Form 8-K obligations, including Item 2.02 earnings release rules, would remain unchanged, as would Regulation FD requirements. Companies that opt into semiannual reporting may still issue quarterly earnings releases and conduct quarterly investor calls.
Practical Considerations and Next Steps
Though the rules are not yet final, public companies should begin evaluating whether semiannual reporting would be appropriate.
Important considerations include whether:
- The company’s core investor base may be concerned by a switch to semiannual reporting.
- The company has debt agreements or other instruments requiring quarterly financial reporting.
- Earnings releases will become more consequential, especially if issued quarterly.
- Earnings releases should be filed (rather than furnished) when a company has ongoing or frequent offerings to ensure disclosures incorporated by reference into its offering documents are appropriately updated and do not omit material information.
- A loss of quarterly granularity due to seasonal effects may impose more harm than good.
- The company’s peer group has decided to opt in or out of the semiannual reporting regime.
- Fewer auditor reviews may create accounting issues that go undetected for longer.
- A longer insider trading window may be perceived as high risk.
If you have any questions, or would like additional information, please contact one of the attorneys on our Capital Markets & Securities team.
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