SEC Proposes To Ease Reporting Burden for Public Companies With Semiannual Reporting

Summary

On May 5, 2026, the Securities and Exchange Commission (SEC) proposed rule and form amendments that would give companies the option to file semiannual reports on new Form 10-S rather than quarterly reports on Form 10-Q to meet their interim reporting obligations under the Securities Exchange Act of 1934 (Exchange Act). The proposal is part of a broader SEC effort to reduce the costs and burdens of public company reporting and to encourage more companies to become and remain public.

Key Proposed Changes

• Optional Semiannual Reporting: Exchange Act reporting companies would be permitted to elect to file a semiannual report on new Form 10-S instead of quarterly reports on Form 10-Q.
• Proposed Form 10-S: The new semiannual report Form 10-S would require the same disclosures as Form 10-Q but would cover a six-month period rather than a single fiscal quarter.
• Streamlined Financial Statement Age Requirements: Proposed amendments to Regulation S-X would consolidate and simplify the requirements regarding the age of financial statements for registration and proxy statements to accommodate semiannual filers.
• Broad Conforming Amendments: Numerous technical amendments across Regulation S-K, Regulation S-X, and multiple SEC forms would insert references to semiannual reporting and Form 10-S.
  
  

How the Election Works

Under the proposal, the SEC would amend Exchange Act Rules 13a-13 and 15d-13 to allow Exchange Act reporting companies to elect to file one semiannual interim report on proposed new Form 10-S in lieu of three quarterly reports on Form 10-Q. Companies would make the election annually by checking a box on the cover page of Form 10-K to file semiannually or leaving the box unchecked to file quarterly.

Companies that have not yet filed Exchange Act reports, such as those conducting initial public offerings, would make their initial election on the cover page of the applicable registration statement (e.g., Forms S-1, S-3, S-4, etc.). A company that mistakenly marks or fails to mark the checkbox may correct the error by amending its Form 10-K, provided the amendment is filed no later than the due date for the company’s first Form 10-Q for the applicable fiscal year. Once an election is made, the company would be committed to that reporting frequency for the remainder of the fiscal year and may not change it until the next Form 10-K is filed.

Proposed Form 10-S

A company electing semiannual reporting would file one Form 10-S for the first six-month period of its fiscal year, with the second semiannual period covered in the annual report on Form 10-K. The proposed new Form 10-S would be substantially similar to Form 10-Q but would cover a six-month interim period instead of a fiscal quarter. Required disclosures would include, among other things, the same financial statements, management’s discussion and analysis of financial condition and results of operations (MD&A), legal proceedings, material changes in risk factors, and other narrative disclosures required by Form 10-Q, as well as certifications by principal executive and financial officers. Scaled disclosure would be available to smaller reporting companies on Form 10-S, as it currently is on Form 10-Q. As with Form 10-Q, the financial information in Part I of Form 10-S would not be deemed “filed” for purposes of Section 18 of the Exchange Act.

The filing deadline for Form 10-S would mirror the existing Form 10-Q deadlines: 40 days after the end of the semiannual period for large accelerated and accelerated filers, and 45 days for all other registrants.

Amendments to Regulations S-X and S-K and Forms

The proposal includes amendments to various Regulation S-X rules to incorporate semiannual reporting and simplify the requirements regarding the age of financial statements. Notably, the proposed amendments would consolidate Rule 3-12, related to the age of financial statements in a registration or proxy statement, into the balance sheet requirements of Rule 3-01, streamlining the requirements for both annual and interim financial statements and ensuring that financial statements of semiannual filers are not considered “stale” under the existing quarterly framework.

The SEC is also proposing conforming amendments to other Regulation S-X rules to mirror the reorganized structure of proposed Rule 3-01 and to clarify how interim financial statement requirements apply to semiannual filers on Form 10-S.

The proposal also includes technical amendments to conform existing Regulation S-K rules and SEC forms to the proposed semiannual reporting framework. Certain SEC forms would be updated to add semiannual reporting checkboxes and references to semiannual reporting or the new Form 10-S, among other conforming revisions.

Practical Considerations

In a May 5 statement, SEC Chairman Paul Atkins noted that the proposed amendments would provide companies with increased regulatory flexibility to determine for themselves the interim reporting frequency that best serves their business needs and investors. Among the factors a company might consider are “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.”

The SEC has noted that changes to stock exchange listing standards and accounting or auditing standards may also be necessary if these amendments are adopted. The SEC is accepting public comments on the proposal, including what changes to stock exchange rules and accounting or auditing standards should be made to accommodate semiannual reporting.

In addition, the following are some practical considerations to keep in mind as rules are finalized and market practice subsequently adapts:

• Capital market offerings – Underwriters, attorneys, and accountants will need to consider whether capital raising needs could limit a company’s ability to switch to semiannual reporting. For example, registered offerings require comfort letters and at-the-market (ATM) programs typically require quarterly bringdowns. Market practice and offering documentation and requirements may need to adapt.
• Existing private arrangements – Existing contractual obligations may require quarterly financials. Companies considering semiannual reporting should review their existing debt securities agreements, lending arrangements, M&A earnout provisions, creditor contracts, and other agreements to determine whether financial reporting covenants would require continued quarterly reporting on Form 10-Q or would need to be amended.
• Investor expectations – Investors are accustomed to receiving quarterly financial data, and continued quarterly reporting may signal company quality. Without uniform 10-Q requirements, comparability among companies within the same industry could diminish, potentially impairing investment and voting decisions. Companies should consider the type and breadth of information investors will expect to see periodically to stay apprised of the company’s financial condition.
• Insider trading plans and windows – Many public companies have insider trading policies that impose fixed blackout periods that prohibit trading around fiscal quarter-end until earnings are released. Without quarterly requirements, companies will need to reconsider blackout periods around their 10-K or 10-S filings, tailoring insider trading plans to expected practice.
• Foreign private issuers – Foreign private issuers (FPIs) have long been required to submit semiannual reports. The updated proposal signals a continued alignment of reporting frameworks for domestic issuers and FPIs, with a narrowing of accommodations for FPIs. This trend may incentivize FPIs to consider adopting the U.S. reporting regime.
  
  

Public companies and their boards should consider whether moving to Form 10-S is desirable. In evaluating the advisability of such a change, companies may want to consult with institutional investors about reporting preferences, review existing debt financing and capital markets agreements for quarterly reporting requirements, consider potential effects on trading dynamics and capital access, discuss implications with investor relations and public relations teams, and assess whether the cost savings of semiannual reporting would be worth the trade-offs.

Looking Ahead

The SEC is accepting public comments on the proposed rule, particularly on whether the amendments would promote efficiency, competition, and capital formation. Comments on the proposed rule are due 60 days after publication, so final rules remain several months away from adoption. Although final rules may differ from the proposal, they could be in effect by the time companies file their 2026 Form 10-Ks.

Chairman Atkins noted that the SEC will be considering a series of proposals in the coming months as part of a “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.”

For any questions or guidance regarding the SEC’s proposed semiannual reporting framework or its potential impact on your company’s reporting obligations, please reach out to a member of Lowenstein’s Capital Markets & Securities team. We are available to provide practical, tailored advice to help issuers, investment banks, and other market participants navigate the evolving regulatory landscape.