Introduction

On May 5, 2026, the U.S. Securities and Exchange Commission (the “SEC”) proposed amendments to allow public companies to meet their interim reporting obligations under the Securities Exchange Act of 1934 (the “Exchange Act”)[1] by filing semiannual reports on new Form 10-S in lieu of quarterly reports on Form 10-Q. The SEC also proposed corresponding changes to the financial statement requirements of Regulation S-X to facilitate semiannual reporting and to simplify rules regarding the age of financial statements in registration statements and other SEC filings.

The proposal is part of Commissioner Paul Atkins’ broader “Make IPOs Great Again” agenda that is aimed at incentivizing companies to go and stay public, and is consistent with President Trump’s prior recommendations that the SEC revise the reporting rules so that public companies would not be required to report on a quarterly basis.[2]

History and Background

Beginning with the adoption of the Exchange Act in 1934, public companies have been required to file annual reports with the SEC since 1934. It wasn’t until later that the SEC adopted rules requiring registrants to file updates more frequently than annually; first, on a semiannual basis on Form 9-K in 1955, and then on a quarterly basis in 1970, the year the SEC adopted Form 10-Q. Although disclosure requirements and reporting obligations have significantly expanded since that time (including with the adoption of the Sarbanes-Oxley Act of 2002), the frequency of reporting has endured and has been one of the backbones of the U.S. public company reporting regime for the last 56 years.

The topic of semiannual reporting is not new but has received more attention recently as the number of U.S. public companies has dwindled by 50% over the last thirty-years and as the SEC tries to find ways to ease the burdens of going and staying public. For example, as part of a concept release from April 2016 seeking public comment on modernizing certain business and financial disclosure requirements, the SEC sought comments for, among other items, the frequency of interim reporting and whether the SEC should alter the frequency of interim reporting to a semiannual basis. Then, in December 2018, the SEC published a request for public comments on how it could enhance or maintain investor protection attributes of periodic reporting while reducing the administrative and other burdens on public companies that are associated with quarterly reporting, including, among other items, the frequency of periodic reporting and reporting on a semiannual basis. Although these past proposals never materialized into final rules, the circumstances may be different this time in light of Commissioner Atkin’s aggressive pro-market, deregulatory agenda and the fact that the current Commission is comprised solely of Commissioners from the Republican party.

The current rules continue to obligate public companies to file quarterly reports on Form 10-Q with the SEC each fiscal year, with the fourth fiscal quarter subsumed within the applicable company’s Annual Report on Form 10-K, but that may change again soon with the SEC’s recent proposal that, if adopted, would permit public companies to report on a semiannual basis.

Proposed Amendments

The proposed amendments would provide companies subject to reporting obligations under Sections 13(a) or 15(d) of the Exchange Act with the option to elect to file semiannual reports on new Form 10-S in lieu of quarterly reports on Form 10-Q. Companies would be allowed the flexibility to choose the frequency of interim reporting that is most appropriate for their particular circumstances, such as their ability to bear the costs of preparing quarterly reports, the stage of their business development, considerations relating to potential extended blackout periods under insider trading policies (e.g., potential compensation costs related to illiquidity for company insiders), and the expectations of their investors, lenders and other participants. As per the SEC, providing such flexibility could reduce the costs and regulatory burden of being a public company, which could potentially influence a company’s decision to become or remain a reporting company and encourage more companies to go or remain public.

Under the proposed rules, public companies would have the option to elect, on an annual basis, to either continue to file quarterly reports on Form 10-Q as under the current system, or to comply with the new semiannual reporting requirements. Form 10-S would require the same narrative disclosures and financial information as existing Form 10-Q (including scaled disclosure requirements for smaller reporting companies) but would cover a six-month period rather than a fiscal quarter. The SEC has also sought comments on whether to require semiannual filers to break out the second semiannual period in their annual reports on Form 10-K and whether to similarly require quarterly filers to break out their fourth fiscal quarter in their annual report on Form 10-K. The financial statements for the covered semiannual period would continue to be prepared in accordance with U.S. GAAP, reviewed by an auditor (but not required to be audited), and be data tagged using Inline XBRL.

The Form 10-S filing deadline would be 40 days (for large accelerated and accelerated filers) or 45 days (for all other registrants) after the end of the fiscal year’s first semiannual period. Reporting companies would check a box on the cover of their Form 10-K for the prior fiscal year as the sole means by which they would indicate annually whether they are selecting a semiannual interim reporting frequency or quarterly reporting, and by which they would disclose the chosen frequency to investors and other market participants. Once a company has elected its interim reporting frequency, it would be committed to that reporting frequency for the remainder of the fiscal year in which such election was made, unless the box was mistakenly unmarked or incorrectly marked—in such cases the SEC has proposed additional rules to permit companies to amend their Form 10-K as soon as practicable after discovery (but no later than the due date of the first quarter Form 10-Q) to correct such inadvertent mistakes. Companies that have not been previously required to file Exchange Act reports, such as those conducting initial public offerings, would make their initial election on the cover page of the applicable registration statement.

In its release, the SEC noted that, although the frequency of interim reports for companies electing semiannual reporting would be reduced, the SEC still expected that material information about such companies between semiannual reports and annual reports would continue to be disclosed either voluntarily or as a result of other requirements, such as via the disclosure requirements of Form 8-K and Regulation FD, which either were not present or were less robust when the SEC last required a limited form of semiannual reporting during the period from 1955 – 1970.

The SEC also proposed amendments to various rules in Regulation S-X that would (x) incorporate provisions relating to semiannual reporting into the financial statement requirements for periodic reports by companies that elect semiannual reporting, (y) revise the age of financial statement requirements to fit with the reporting schedule of semiannual filers and ensure that financial statements in registration statements filed by such filers would not be considered “stale” under existing rules, and (z) simplify certain existing rules with respect to the age of financial statements.

Further, the proposal would also make conforming technical revisions to various rules and forms that currently reference quarterly reporting.

What’s Next?

The proposed rules regarding optional semiannual reporting by public companies are currently open for public comment for 60 days after the date of publication of the proposing release in the Federal Register.

Public companies that believe they may benefit from reporting on a semiannual basis instead of quarterly should begin preliminary discussions with advisors to consider whether reporting semiannually would be beneficial or the right fit for their particular business profile. Factors that companies and advisors should consider include, but should not be limited to, industry standards, investor base and expectations, analyst coverage, costs, current and anticipated capital markets activities (including frequency of such activities), and debt covenant requirements. The particular industry in which a company operates and peer practices will be important factors to consider—notwithstanding the financial benefits from reporting less frequently, industry and peer standards may cause a public company to rethink opting to report on a less frequent basis. For example, smaller reporting companies or pre-revenue companies (such as health science companies whose value is typically tied to the achievement of certain milestones and/or regulatory clearances) with limited analyst coverage and less frequent capital markets activities would likely benefit from semiannual reporting regime while larger companies that access the capital markets more frequently, quickly and on a larger scale may opt to continue reporting on quarterly basis to keep in line with competitors and to satisfy their institutional investor base or analysts covering their stock performance.

Semiannual reporting may also present unique challenges for underwriters and investors in connection with registered primary offerings and certain shelf offerings. In primary offerings, underwriters may be reluctant to market securities with older “current” financial information for companies that elect semiannual reporting since these issuers would be able to go longer periods without updating interim financial statements in their registration statements. For example, a December 31 fiscal year-end issuer that files its Form 10-K in late February or early March would not be required to provide updated financials until mid-August, and thereafter not again until the next 10-K is due in late February/early March. Similarly, certain shelf offerings, such as at-the-market offering programs that typically require issuers to conduct quarterly bring-down due diligence while a program is active, may be more difficult to reconcile with a semiannual reporting framework. The SEC’s proposing release also acknowledged the potential issue that underwriters may not be able to obtain customary negative assurance comfort from auditors on subsequent changes in securities offerings under current PCAOB audit standards, which only permit auditors to provide negative assurance comfort on subsequent changes for a period of less than 135 days from the date of their most recent audit or interim review. The SEC requested comments on whether changes to such audit standards should be made to address this issue (though no such changes were proposed at this time).

Public companies and their advisors should also be on the lookout for additional rule proposals from the SEC in the near-term regarding disclosure requirements, including amendments to Regulation S-K. As Chairman Atkins noted in his statement, the proposal “is just the first step of the larger, comprehensive effort to review and reshape the current SEC rules governing public companies with respect to their ongoing reporting obligations and their ability to raise capital in the public markets,” which he expects to result in “a series of proposals over the next few months that, if adopted, will not only redefine what it means to be a public company, but will make being public attractive again.”[3]

If you have any questions or would like additional information about the SEC’s semiannual reporting proposal, please reach out to the authors of this Legal Update, or to the Pryor Cashman professionals with whom you work.