SEC Proposes Optional Semiannual Reporting for Public Companies

On May 5, 2026, the U.S. Securities and Exchange Commission (SEC) proposed amendments that would permit companies required to file quarterly reports on Form 10-Q to instead file semiannual reports on a new Form 10-S¹. This semiannual reporting approach would be entirely optional, and companies that do not elect to report their financial and other information semiannually would continue to report on a quarterly basis. The SEC’s proposed amendment would permit semiannual reports for all companies that file Form 10-Q today, regardless of filer status, revenues, market capitalization, or other criteria. If adopted, these proposed amendments would represent a significant change to the SEC’s interim reporting framework, which has required quarterly reporting for more than five decades. Comments on the SEC’s proposal are due within 60 days after publication in the Federal Register.

Background

On September 15, 2025, President Donald Trump posted a statement on the Truth Social platform advocating that, subject to SEC approval, public companies should no longer be forced to “report” financial results on a quarterly basis but should rather report on a semiannual basis. The president went on to state: “This will save money and allow managers to focus on properly running their companies.” After President Trump made a similar statement during his first administration in 2018, the SEC took preliminary steps to consider such a change; the topic of the frequency of periodic reporting was added to the SEC’s Regulatory Flexibility Agenda until it was removed during the Biden administration. Other jurisdictions have implemented an optional semiannual reporting approach for public companies, including the United Kingdom and the European Union.

In his statement in support of the proposed amendments, SEC Chairman Paul Atkins noted the following:

Public companies have an obligation under the federal securities laws to provide information that is material to investors. Yet, the rigidity of the SEC’s rules has prevented companies and their investors from determining for themselves the interim reporting frequency that best serves their business needs and investors. Today’s proposed amendments, if ultimately adopted, would provide companies with increased regulatory flexibility in this regard.

In determining a company’s reporting cadence, a company might consider factors such as the costs and management time of preparing quarterly reports versus semiannual reports, expectations of its investors, potential effects on its cost of capital, the stage of its business development, the nature of its business model, other avenues of disclosure including earnings calls and current reports on Form 8-K, and prospects of increased research coverage, all without undermining fundamental investor protections. Ultimately, this flexibility might reduce some of the burdens of being a public company and potentially influence a company’s decision to become or remain public. The proposal seeks public input on the optional semiannual reporting framework, and I look forward to the public feedback.²

In the Proposing Release, the SEC states that the proposed amendments are intended to provide reporting companies with flexibility to determine the interim reporting frequency that is appropriate in light of their particular circumstances, including considerations such as regulatory costs, stage of development, and investor expectations. The Proposing Release also discusses the potential for a semiannual reporting option to reduce the regulatory burden associated with being a public company, which may affect companies’ decisions to access, or remain in, the public markets.

In addition, the SEC points to the development of other disclosure mechanisms since the adoption of quarterly reporting requirements, including the expansion of Form 8-K reporting and the adoption of Regulation FD. The Proposing Release notes that Form 8-K now includes a broader set of triggering events and generally requires filing within four business days, and it notes that Regulation FD requires the prompt public dissemination of material nonpublic information that has been selectively disclosed. The SEC cites these developments as providing alternative channels for the timely dissemination of material information between periodic reports.

The Proposed Framework

Eligibility

The proposed semiannual reporting option would be available to reporting companies that are subject to rules 13a-13 or 15d-13 under the Securities Exchange Act of 1934, as amended (Exchange Act), and are currently required to file quarterly reports on Form 10-Q. The proposal would not extend to companies that are already excluded from Form 10-Q reporting requirements, including foreign private issuers, asset-backed security issuers, and most investment companies; however, business development companies and face-amount certificate companies would be eligible to elect semiannual reporting under the proposed amendments. Companies that are in the process of registering the offer and sale of securities pursuant to the Securities Act of 1933, as amended (Securities Act), or that are registering a class of securities under Section 12 of the Exchange Act, would be able to elect a semiannual or quarterly reporting cadence in their registration statements or on Form 10 and would become subject to the selected reporting framework upon becoming subject to Exchange Act reporting requirements.

The Election Mechanism

The SEC proposes that the election between quarterly and semiannual reporting would be made through a cover page checkbox on Form 10-K, which would serve as the sole means of making the election for existing reporting companies. For companies in the registration process, similar checkboxes would be included in registration statements on forms S-1, S-3, S-4, and S-11, as well as in Form 10.

The proposal would add new definitions of “quarterly filer” and “semiannual filer” to Exchange Act Rule 12b-2, with corresponding definitions in Securities Act Rule 405. Once a company makes an election, it would be required to adhere to that reporting frequency for the remainder of the fiscal year, and the proposal would not permit a midyear change in the selected reporting frequency. This approach is intended to avoid investor confusion regarding the timing of interim reports.

The proposal also would permit a company that inadvertently makes an incorrect election (or fails to make an election) to correct that error by filing an amended Form 10-K, provided that the amendment is filed no later than the due date of the first Form 10-Q that would otherwise have been required.

Form 10-S

Under the proposal, a company that elects semiannual reporting would file one Form 10-S covering the first six months of its fiscal year and one Form 10-K covering the full fiscal year rather than three quarterly reports on Form 10-Q and one Form 10-K.

Proposed Form 10-S would require disclosure corresponding to the disclosure currently required by Form 10-Q, adapted for a semiannual period. This would include interim financial statements prepared in accordance with US Generally Accepted Accounting Principles (GAAP) and reviewed, but not audited, by an independent public accountant as well as management’s discussion and analysis (MD&A) and other required disclosures, and they would be subject to Inline XBRL requirements. The SEC also proposes that the rules governing non-GAAP financial measures would apply to Form 10-S in the same manner as they apply to Form 10-Q.

Form 10-S would be required to be filed within 40 days after the end of the first fiscal semiannual period for large, accelerated filers and accelerated filers and within 45 days for all other filers, consistent with the existing Form 10-Q filing deadlines.

Proposed Regulation S-X Changes

The proposal includes a series of amendments to Regulation S-X to address the presentation, content, and age of financial statements in registration statements and other filings for companies that elect semiannual reporting.

With respect to balance sheets, where the most recent audited fiscal year-end balance sheet is not included, proposed Rule 3-01(c)(1) would require an interim balance sheet as of the end of the third fiscal quarter for quarterly filers and as of the end of the first semiannual period for semiannual filers. Where the most recent audited fiscal year-end balance sheet is included, proposed rules 3-01(c)(2) and 8-08(b)(2) would require interim financial statements as of the most recently completed quarterly or semiannual period that have been filed or are required to be filed on or before the filing date.

These amendments would align the staleness requirements for interim financial statements with the applicable Form 10-Q or Form 10-S filing deadlines. In addition, proposed amendments to Regulation S-X would clarify that “interim” refers to quarterly periods for quarterly filers and semiannual periods for semiannual filers.

Section 18 Liability

Consistent with the treatment of Form 10-Q, the proposal provides that the financial statements and related disclosures included in Part I (Items 1, 2, and 3) of Form 10-S would not be subject to liability under Section 18 of the Exchange Act, as reflected in the proposed general instructions to Form 10-S.

Transition Reports and Technical Amendments

The SEC proposes conforming amendments to Exchange Act rules 13a-10 and 15d-10, which set forth the requirements for transition reports upon a change in fiscal year. The SEC also proposed a wide range of technical amendments to conform existing rules and forms to incorporate the proposed optional semiannual reporting frequency.

Request for Comment

As is customary in SEC rulemaking, the Proposing Release includes a series of detailed requests for comment on specific aspects of the proposed framework. These questions are intended to solicit input from companies, investors, and other market participants on whether and how the proposed amendments should be adopted. Below are selected areas where the SEC has specifically requested feedback:

• Scope of Eligibility: whether the semiannual reporting option should be available to all eligible Exchange Act reporting companies or limited to particular categories of companies (such as emerging growth companies or smaller reporting companies) as well as whether a phased or pilot approach would be appropriate.
• Optional Versus Default Framework: whether semiannual reporting should be optional as proposed or whether it should instead serve as the default reporting framework (with an option to elect quarterly reporting), as well as the relative costs and benefits of these approaches.
• Form 10-S Filing Deadlines: whether the proposed deadlines are appropriate or whether different deadlines should apply, including for smaller reporting companies or newly public companies.
• Duration of Election: whether requiring companies to maintain a selected reporting cadence for an entire fiscal year is appropriate, whether midyear changes should be permitted, or whether a longer commitment period would better promote consistency for investors.
• Market Notice of Election: whether disclosure of the election on Form 10-K (or in a registration statement) provides sufficient notice to investors or whether additional or earlier disclosure — such as through Form 8-K — should be required.
• Status of Earnings Releases: whether earnings releases furnished under Item 2.02 of Form 8-K should instead be required to be filed for semiannual filers, including the implications for liability under sections 18 and 11.
• Voluntary Quarterly Disclosures: whether companies that elect semiannual reporting but continue to provide quarterly financial information should be required to have that information reviewed by an independent public accountant and whether auditing standards would need to be revised.
• Controls and Certifications: how a reduced frequency of controls-related disclosures and certifications would affect investor protection and whether additional requirements would be appropriate.
• Capital Markets Practices: how semiannual reporting would affect market practices, including auditor review procedures, comfort letters, underwriting diligence, and related Public Company Accounting Oversight Board standards, and whether regulatory action would be warranted.
• Insider Trading Considerations: the potential effects of reduced reporting frequency on insider trading risk, trading windows, and the operation of Rule 10b5-1 plans.
• Public Company Participation: whether providing a semiannual reporting option would affect decisions as to whether to access or remain in the public markets.
• Content of Form 10-S: whether Form 10-S should require the same disclosure as Form 10-Q or whether the SEC should instead consider modifying Form 10-Q requirements.
• Securities Offerings: whether semiannual reporting would affect the ability of companies to conduct registered offerings, including whether market practice or liability considerations would lead companies to continue providing quarterly financial information.
• Contractual Obligations: how existing contractual arrangements, such as debt covenants requiring quarterly financial information, may affect a company’s ability to rely on the proposed framework.
• Regulation S-X Framework: whether the proposed amendments to rules 3-01, 3-12, and related provisions would improve the clarity and usability of the financial statement requirements.
• Alternative Staleness Standards: whether an alternative day-count approach to financial statement staleness (including a longer period for semiannual filers) would be preferable.
• Acquisition-Related Financial Statements: whether additional financial information should be required in Form 8-K for significant acquisitions involving semiannual filers.

SEC Economic Analysis and Market Impact

The Tradeoff

The Proposing Release frames the potential effects of a semiannual reporting option as involving a balance between regulatory burden and the availability of timely information to the market. Quarterly reporting entails ongoing compliance costs and management attention while providing investors and other market participants with more frequent and granular financial information. By contrast, reducing the frequency of periodic reporting could affect the timing, volume, and comparability of information available to investors, including by aggregating results over longer reporting periods and introducing differences in reporting cadence across companies.

Potential Reporting Approaches

Although the proposal is structured as a binary election between quarterly and semiannual reporting, the practical effect may be more varied. In practice, companies could take different approaches depending on their circumstances, including continuing to provide quarterly financial information outside of Exchange Act reports. As a result, an elective framework could lead to a range of reporting practices, including companies that fully transition to semiannual reporting, companies that continue quarterly reporting, and companies that elect semiannual reporting while continuing to provide some form of quarterly financial disclosure.

Estimated Cost Savings

The Proposing Release includes estimates of the direct compliance costs associated with quarterly reporting as compared to semiannual reporting. The SEC estimates that preparing and filing three forms 10-Q would result in average annual direct costs of approximately $330,000 per company, while preparing and filing a single Form 10-S would result in average annual direct costs of approximately $132,000, implying a reduction in direct compliance costs for companies that elect semiannual reporting. These estimates may not reflect the full range of costs or savings experienced by companies of different sizes and may not fully capture indirect costs such as management time and internal process adjustments.

At the same time, the SEC acknowledges that existing market practices and contractual arrangements may limit the extent to which companies realize these cost savings. The Proposing Release notes that practices associated with capital market transactions, including underwriter diligence and comfort letter procedures, as well as contractual obligations such as debt covenants may continue to require the preparation and review of quarterly financial information notwithstanding a company’s election to report on a semiannual basis.

Investor Protection and Market Considerations

The SEC identifies several potential effects of reduced reporting frequency on investors and market functioning. These include the possibility of reduced timeliness and granularity of financial information as well as reduced comparability between companies that choose different reporting cadences. The Proposing Release also discusses the potential for longer reporting intervals to affect the information available to investors between periodic reports.

In addition, the SEC notes that less frequent interim reporting and review could affect the timing of the identification of accounting issues and internal control matters and that longer intervals between periodic reports may increase information asymmetries between corporate insiders and public investors.

Expected Adoption and Market Impact

The SEC provides estimates regarding potential adoption of the proposed framework, including an assumption that approximately 20% of eligible reporting companies may elect semiannual reporting. Based on this assumption, the Proposing Release estimates a reduction of approximately 3,585 Form 10-Q filings annually and the creation of approximately 1,195 Form 10-S filings each year. The SEC uses these estimates to inform its assessment of the aggregate effects of the proposal, including changes in overall reporting volume and associated compliance costs, while noting that actual adoption rates and resulting impacts would depend on company-specific considerations and market practices.

Practical Considerations for Public Companies

Although the proposed amendments have not been adopted and remain subject to public comment, public companies may wish to begin evaluating the potential implications of a semiannual reporting option for their disclosure practices, capital markets activities, and internal processes. Below are key issues that companies should consider in assessing the proposed framework:

• Election Governance. The proposal would require an annual election of reporting frequency through a Form 10-K (or applicable registration statement) checkbox, with the company generally committed to that election for the entire fiscal year. If the amendments are adopted as proposed, companies may want to consider the internal governance processes around this determination — including appropriate board or committee oversight — that would be necessary to implement the election mechanism.
• Disclosure Scope. The proposed Form 10-S would require disclosure corresponding to Form 10-Q, including interim financial statements and MD&A. If adopted, the proposal may reduce the number of periodic filings but not necessarily the scope of disclosure required in each filing.
• Capital Markets and Financing Considerations. The Proposing Release notes that existing market practices, such as underwriter diligence and comfort letter procedures in securities offerings, may continue to require quarterly financial information and related review procedures. In the event the proposed amendments are adopted, companies that frequently access the capital markets may wish to consider whether these practices would affect the practical benefits of a semiannual reporting election.
• Debt Facilities and Contractual Obligations. The SEC acknowledges that contractual arrangements, including debt covenants, often require the delivery of quarterly financial information. If the proposed amendments are adopted, companies may wish to review existing agreements to assess whether a shift to semiannual reporting would be consistent with these requirements or necessitate amendments.
• Information Flow and Interim Disclosures. If the proposed amendments are adopted, the reduced frequency of periodic reports would mean that companies would need to consider how material information will be communicated between reporting periods. The Proposing Release highlights the role of Form 8-K and Regulation FD in facilitating the timely dissemination of material information, which may inform how companies approach interim disclosures under a semiannual framework.
• Insider Trading Compliance. The Proposing Release discusses the potential for longer reporting intervals to increase information asymmetries between insiders and public investors. If the proposed framework is adopted, companies may wish to evaluate how a semiannual reporting cadence could affect insider trading policies, including blackout periods and Rule 10b5-1 plan administration.
• Investor Relations and Market Practice. If the proposed amendments are adopted, companies that elect semiannual reporting but continue to provide voluntary interim disclosures (such as through earnings releases) will need to consider how those disclosures are presented and the extent of review procedures applied, as well as potential investor expectations regarding the frequency and quality of financial information.
• Regulated Industry Considerations. If adopted, companies subject to requirements of other regulatory regimes that reference Form 10-Q may wish to assess whether any potential transition to semiannual reporting would have implications under those other frameworks, because the proposed amendments would not automatically modify such requirements.

Conclusion

The SEC’s proposed amendments, if adopted, would potentially introduce a meaningful shift in the US reporting framework by permitting reporting companies to elect between quarterly and semiannual reporting while largely preserving the existing disclosure architecture. Although the potential for reduced filing frequency may offer cost and process efficiencies, the Proposing Release highlights a range of considerations, including investor protection, market practices, and contractual constraints, that may affect whether (and to what extent) companies would be able to realize those benefits. Public companies should evaluate the proposal in light of their specific circumstances and monitor further developments as the SEC considers comments and potential final rules.