SEC Proposes Amendments to Permit Optional Semiannual Reporting by Public Companies

On May 5, the Securities and Exchange Commission (the SEC or the Commission) announced proposed amendments (summarized in this Fact Sheet) that would allow public companies to elect to file semiannual reports on new Form 10-S rather than filing quarterly reports on Form 10-Q. The SEC also proposed amendments to the financial statement reporting requirements of Regulation S-X and other rules and forms to facilitate the semiannual reporting option. Specifically, the proposal would amend Exchange Act Rules 13a-13 and 15d-13 to provide reporting companies with the option to shift from quarterly to semiannual reporting, in that companies could elect to file two reports per year on a new Form 10-S and a Form 10-K rather than filing a Form 10-K and three Form 10-Qs. Those companies that do not make this election would continue to file periodic reports on a quarterly cycle, as is the case today. The election would be made by checking a box on specified filings, including the Form 10-K or certain registration statements, and is intended to provide companies with greater flexibility to choose the reporting cadence that best aligns with their business and investor needs.

The proposed Form 10-S would require the same narrative disclosures and financial information as Form 10-Q but covering a fiscal six-month period rather than a fiscal quarter. The financial statements for a semiannual period would be prepared in accordance with US GAAP and reviewed by an independent auditor but would not need to be audited. The Form 10-S would be due 40 or 45 days after the end of the reporting period, depending on a company’s filer status. The SEC’s proposal also includes conforming changes to Regulation S-X to align financial statement requirements with an optional semiannual reporting framework. In particular, the SEC would revise “age of financial statements” requirements to ensure that financials included in registration statements are not considered stale under rules originally designed for quarterly reporting. The amendments would also simplify and consolidate these timing requirements into a single rule, reflecting a move toward a more streamlined and flexible financial reporting regime.

On May 4, the SEC submitted to the Office of Information and Regulatory Affairs (OIRA) a draft rulemaking titled “Rescission of Climate-Related Disclosure Rules.” OIRA has a period of up to 90 days (which can be extended) to review this rulemaking submission, and once OIRA completes its review, the Commission will then consider whether to propose the contemplated rule changes and publish a release. The SEC adopted the climate-related disclosure requirements in March 2024, and those rules were subsequently challenged in proceedings that were consolidated in the U.S. Court of Appeals for the Eighth Circuit. In March 2025, the SEC announced that it had voted to discontinue its defense of the climate-related disclosure rules and subsequently provided a status update to the Eighth Circuit indicating that the Commission did not intend to review or reconsider the climate-related disclosure rules. In September 2025, the Eighth Circuit ruled that the litigation should continue to be held in abeyance and that it was the SEC’s responsibility to determine whether the climate-related disclosure requirements will be rescinded, repealed, modified, or defended in litigation.

The dashboard of rulemaking activity that is subject to review by OIRA was recently updated to include two significant SEC proposals that have been submitted for review: “Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies” and “Registered Offerings Reform.” Once OIRA completes its review, the Commission will then determine whether to propose the contemplated rule changes. These rulemaking initiatives would be consistent with remarks by SEC Chairman Paul Atkins and the other SEC Commissioners indicating that the SEC is seeking to make regulatory changes that would “make IPOs great again” by reducing burdens on companies seeking to go public, as well as those companies that are already public.

On April 28, the SEC issued an order instituting proceedings under Section 19(b)(2)(B) of the Exchange Act to determine whether to approve or disapprove a proposed Nasdaq rule change that would impose a $5 million minimum market capitalization requirement on companies listed on Nasdaq’s global and capital markets. Under the proposal that was submitted to the SEC in January, the minimum market capitalization requirement would be added to Nasdaq Rules 5450(a) and 5550(a), which apply to all listed companies regardless of which continued listing standard they qualify for (e.g., equity, market value of listed securities or net income). At present, those companies that satisfy the equity standard or the net income standard are not required to meet a minimum market value of listed securities requirement. The SEC’s order provides Nasdaq with notice of potential grounds for disapproval of the proposed rule change and solicits additional comment on specific areas of concern, with the deadline for those additional comments occurring 21 days after publication of the order in the Federal Register and with rebuttals occurring 35 days after publication of the order in the Federal Register. The Commission requests that commenters address the sufficiency of Nasdaq’s statements in support of the proposal in addition to any other comments concerning the proposed rule changes.

On May 4, the SEC’s Division of Investment Management and Division of Corporation Finance provided guidance regarding pooled employer plans (PEPs), which are defined contribution retirement plans that permit multiple, unrelated employers to join together in a single plan. With this guidance, the staff has addressed some of the questions that have arisen since Congress established PEPs with the enactment of the Setting Every Community Up for Retirement Enhancement (SECURE) Act of 2019. In its Staff Statement Regarding Pooled Employer Plans, the Division of Investment Management provided its views regarding the applicability of the “single trust exclusion” in Section 3(c)(11) of the Investment Company Act to PEPs, as well as the applicability of Securities Act Rule 180 to interests in collective investment trusts maintained by a bank and issued to those PEPs that cover self-employed individuals. The Division of Corporation Finance updated its Corporation Finance Interpretations to address the availability of the Section 3(a)(2) exemption for the offer and sale of interests or participations in a “single trust fund,” as well as the availability of Form S-8 for the offer and sale of issuer securities to participants in a PEP, under certain conditions.

On April 28, Edwin O’Connor, co-chair of Goodwin’s Capital Markets practice, participated in the SEC’s Small Business Capital Formation Advisory Committee meeting, where he joined a panel focused on encouraging more initial public offerings (IPOs), particularly among small- and middle-market companies. O’Connor’s remarks centered on practical reforms designed to help companies access the public markets more efficiently and opportunistically. A key theme was the importance of streamlining the IPO timeline so that issuers can capitalize on favorable market windows, including by eliminating or shortening the 15-day period between public filing and the start of the roadshow. He also suggested introducing a tiered SEC review process to provide greater flexibility and efficiency based on the complexity of the issuer’s filing. In addition, he advocated for modernizing safe harbors around offering-related communications to give companies more clarity and confidence when engaging with the market. He further highlighted potential improvements to the requirements for Rule 3-05 financial statements, noting that relaxing these obligations could meaningfully reduce costs and complexity for companies pursuing IPOs.

O’Connor also discussed ways to expand access to the capital markets beyond the IPO context, including lowering the public float threshold required to qualify as a well-known seasoned issuer, reducing the shelf eligibility timeline to six months, simplifying filer status determinations for reporting companies and extending the duration of emerging growth company status to allow companies to benefit from scaled disclosure accommodations for a longer period as they grow. These discussions underscore the continued focus among regulators and market participants on reducing barriers to entry and enhancing the attractiveness of US capital markets.

On April 30, the SEC announced that Jason Burt, Deputy Director of the Division of Enforcement (Specialized Units), was departing the agency after more than 22 years of public service. The announcement noted that Mr. Burt was appointed to the deputy director position in April 2025, and he supervised enforcement investigations and litigations of the Asset Management, Complex Financial Instruments, Cyber and Emerging Technologies, Market Abuse, and Public Finance Abuse units. Mr. Burt also supervised the Office of the Whistleblower and the Cross-Border Task Force. Mr. Burt previously served as the regional director of the Denver Regional Office from 2022 to 2025.