On May 5, 2026, the Securities and Exchange Commission proposed amendments that would permit registrants to file semiannual reports on new Form 10-S, rather than quarterly reports on Form 10-Q, to satisfy their interim reporting obligations. The SEC also proposed to modify Regulation S-X to facilitate such semiannual reporting and simplify rules regarding the age of financial statements. The comment period is open for 60 days.
The SEC believes that offering registrants the opportunity to report semiannually, rather than quarterly, may reduce the regulatory burden of being a reporting company, thereby encouraging more companies to become, and remain, public. The SEC believes that the proposed rule might allow registrants to dedicate cost savings to business growth and take a longer-term view of their financial and operational success.
Semiannual Reporting
The proposed rule would permit all registrants that are required to file quarterly reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 to file a single semiannual report on Form 10-S per fiscal year in lieu of three quarterly reports on Form 10-Q. Semiannual reporting would be permissive, rather than mandatory—registrants that wish to continue reporting quarterly on Form 10-Q may continue to do so.
To elect semiannual reporting, a registrant would simply check the appropriate box on the cover of its Form 10-K. If a registrant does not tick this box, it would be deemed to have opted into quarterly reporting. After an election is made, a registrant may not change its reporting cadence until it files its next annual report on Form 10-K. A corresponding tick box would be added to the covers of Forms S-1, S-3, S-4, S-11 and Form 10.
Form 10-S would require the same narrative disclosures (e.g., MD&A, legal proceedings, material changes in risk factors, unregistered equity security sales and use of proceeds, defaults on senior securities, director nomination procedures, etc.) and financial information (prepared in accordance with U.S. GAAP and reviewed by an auditor) as required by Form 10-Q, but covering a six-month period rather than a three-month period.
The deadline for filing Form 10-S would be 40 or 45 days (depending on the registrant’s filer status) after the end of the first semiannual period of the fiscal year. This is consistent with the deadline for Form 10-Q filings.
The proposed rule does not include any general changes to the requirements governing earnings releases or earnings guidance practice.
Regulation S-X Amendments
The SEC proposal would also amend Regulation S-X to streamline the rules related to the age of financial statements and facilitate semiannual reporting. As to the former, the SEC proposes to integrate Rule 3-12 (which deals with the age of financial statements at the effective date of a registration statement or at the mailing date of a proxy statement) into Rule 3-01 (which deals with the date of balance sheets as of the filing date) and to amend Rule 8-08 (which deals with the age of financial statements as they relate to smaller reporting companies) to conform to the revised Rule 3-01. Moreover, the proposed rule would amend age of financial statement requirements to ensure that semiannual financial statements are not deemed stale in light of the current quarterly reporting standards.
Key Considerations
Registrants should consider the ways in which a change to semiannual reporting would (and would not) impact their business, operations, and public disclosure requirements, and determine whether any cost savings from such a switch would justify the impact.
- A registrant that reports semiannually may still need to prepare quarterly financial statements.
- A registrant’s material financing and commercial agreements might require the registrant to provide lenders, noteholders or other counterparties with such financial statements.
- Analysts and the investing public may still expect the registrant to provide financial and other information on a quarterly basis. Registrants should consider whether the abbreviated quarterly earnings information they have historically provided via Item 2.02 of Form 8-K would be sufficient for these stakeholders’ purposes, and whether they would need to continue to provide such information.
- If a registrant elects to report quarterly after having reported semiannually in prior fiscal years, the registrant may need to prepare reviewed financial statements for the comparable quarterly periods of the prior year.
- Registrants should consider the ways in which semiannual reporting could impact their ability to access the capital markets.
- Before issuing securities in a registered offering, a registrant must ensure that the disclosure package (including the registration statement, the prospectus and the documents incorporated by reference therein) contains no material misstatements and has no material omissions. To ensure that there are no material omissions, a semiannual reporter may need to file current reports on Form 8-K more frequently than it currently does. This need is particularly relevant in the context of continuous offerings, such as “at-the-market” equity programs.
- In the auditor’s comfort letter delivered in connection with an underwritten securities offering, the underwriters typically request negative assurance as to changes in specified financial statement items subsequent to the end of the most recent period for which the accountants have performed an audit or review. However, current rules of the Public Company Accounting Oversight Board prohibit auditors from providing such negative assurance if the most recent audited or reviewed financial statements are older than 134 days. In effect, unless the PCAOB adjusts its rules, if a registrant reports semiannually and issues securities during the latter part of a semiannual period, the comfort letter delivered to the underwriters likely will not include negative assurance.
- A registrant that reports semiannually may not timely identify financial statement errors. The preparation of semiannual rather than quarterly financial statements will likely be accompanied by fewer interim reviews and less interim testing by the registrant’s auditors. Accordingly, a registrant and its auditors will likely be delayed in identifying misstatements in the financial statements and internal control deficiencies.
- Registrants should consider the ways in which semiannual reporting could impact their insider trading policies and public reporting procedures. If a registrant changes its reporting cadence from quarterly to semiannually, then the registrant and its insiders may possess material nonpublic information for longer periods of time. This could impact insiders’ ability to trade in the registrant’s securities and enter into 10b5-1 trading plans, as well as the registrant’s ability to effect share repurchases. Each registrant should therefore consider whether and how it will make certain information publicly available between the filing of its annual report on Form 10-K and its semiannual report on Form 10-S. These disclosures could take the form of current report filings on Form 8-K and expanded disclosure in the registrant’s earnings release Form 8-K. Each registrant also should consider whether the change to semiannual reporting would necessitate a change in the length of its blackout periods.
