On May 5, 2026, the U.S. Securities and Exchange Commission (SEC) released its highly anticipated proposal (the “Proposal”) to allow reporting companies under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to adopt a semiannual reporting framework instead of quarterly reporting. Under the Proposal, companies that elect to take advantage of the semiannual reporting regime would use new Form 10-S in lieu of Form 10-Q.
The Proposal also includes changes to Regulation S-X to reflect the new optional semiannual reporting approach, as well as technical amendments to numerous existing rules and forms that refer to quarterly reporting to incorporate the new semiannual framework.
See the SEC’s release. Public comments will be open until 60 days after the date of publication of the proposing release in the Federal Register.
The Proposal would amend Rules 13a-13 and 15d-13 of the Exchange Act and related rules and forms to permit companies to file a new Form 10-S semiannual report in lieu of three quarterly reports on Form 10-Q.
The new semiannual reporting option would be available to all reporting companies currently required to file quarterly reports on Form 10-Q, regardless of filer status, revenue, or market capitalization.
Companies that choose semiannual reporting would file one semiannual report on new Form 10-S for a six-month period rather than a fiscal quarter, and one annual report on Form 10-K at fiscal year-end.
Form 10-S would require the same narrative disclosures and financial information as Form 10-Q but covering a six-month period rather than a fiscal quarter. This would include management’s discussion and analysis (MD&A), legal proceedings, material risk factor changes, unregistered sales and use of proceeds, defaults, certain governance and insider trading plan disclosures, and exhibits required by Item 601 of Regulation S-K.
Financial statements would still be contained and prepared in accordance with U.S. GAAP, reviewed (but not audited) by an auditor, and tagged in Inline XBRL. CEO and CFO certifications, and disclosure regarding changes in internal controls over financial reporting would still apply.
As a result, the substantive disclosure on Form 10-S would remain largely unchanged from the Form 10-Q requirements in place today.
Form 10-S would be due 40 or 45 days after the end of the first semiannual period of the fiscal year, depending on filer status, consistent with current Form 10-Q deadlines.
No. The framework would be optional. Companies that do not elect the proposed semiannual reporting option would continue filing Forms 10-Q and 10-K as they do today.
A company would opt in by checking a box on its Form 10-K or certain registration statements (Forms S-1, S-3, S-4, or S-11, or Form 10). The election would apply for the full fiscal year and could not be changed mid-year. A limited correction mechanism would be available for inadvertent errors made on Form 10-K. In the event of a check-box error on Form 10-K, a company could file a Form 10-K amendment to correct the error, provided that the amendment is filed as soon as practicable after discovery and no later than the due date for the company’s first Form 10-Q that would otherwise be required for that fiscal year. A semiannual filer must re-elect annually on Form 10-K; leaving the box unchecked defaults back to quarterly reporting.
To support these changes, the SEC would make technical changes to add new definitions of “quarterly filer” and “semiannual filer” to Exchange Act Rule 12b-2 and Securities Act Rule 405.
The proposed amendments would make three principal changes:
Consolidation and simplification. The proposed amendments would consolidate the requirements of Rule 3-12 of Regulation S-X into Rule 3-01 and eliminate Rule 3-12. The consolidated rule would be streamlined so that age-of-financial-statement requirements are easier to apply, with proposed Rule 3-01(a) clarifying that the effective date of a registration statement (or proposed mailing date of a proxy statement) is treated as the filing date for purposes of the rule. Proposed Rule 3-01(b) would place all annual balance-sheet requirements in one place without any substantive changes. New Rule 3-01(c) would separately address interim balance sheets, covering situations where audited annual financials are, or are not, included in the filing.
New model for determining the age of interim financial statements. Under the proposed amendments, a company would no longer count back 130 or 135 days from the filing or effective date of a registration statement to determine whether an interim balance sheet is “stale.” Instead, the company would simply include the interim financial statements as of the end of the most recently completed fiscal quarter (for quarterly filers) or semiannual period (for semiannual filers) that has been filed, or is required to be filed, on or before the filing date. This approach is intended to align the financial statement age requirements of registration statements (and proxy statements) with the periodic-report filing deadlines for Forms 10-Q and 10-S, eliminating the one- or two-day discrepancies that exist under the current rules.
Adapting interim financial statement content rules for semiannual filers. Finally, the Proposal would amend Rules 10-01 and 8-03 of Regulation S-X to clarify that “interim” means a fiscal quarterly period for quarterly filers and a fiscal semiannual period for semiannual filers. A semiannual filer would provide an interim balance sheet as of the end of the first semiannual period and a balance sheet as of the end of the preceding fiscal year, along with interim statements of comprehensive income and cash flows for the first semiannual period and the corresponding period of the preceding fiscal year. Conforming amendments to Rule 8-08 of Regulation S-X would apply the same organizational structure and semiannual-period concepts to smaller reporting companies.
The Proposal reflects concerns about short-termism in markets and regulatory burdens acting as a hinderance to companies going public. It aims to give companies flexibility to focus on long-term strategy while reducing compliance costs. However, it also recognizes that market expectations may continue to drive quarterly disclosure practices.
The benefits for many companies might not be substantial. For some companies, a semiannual framework could reduce the frequency of formal Exchange Act reporting and provide greater flexibility in how and when information is disclosed. Potential advantages may include:
At the same time, companies may see the need to continue to prepare quarterly financial information for earnings releases, investor communications, or other business purposes, which may limit these benefits in practice.
A number of considerations may limit the practical utility of a semiannual reporting framework:
As a result, the Proposal may, for many companies, change the form of quarterly reporting rather than eliminate it altogether.
The Proposal would not impose any general changes on the current regulatory requirements governing earnings releases, and the Proposal itself emphasizes that federal securities laws generally do not impose a duty to announce or publish earnings, conduct earnings calls, or issue earnings guidance.
Under the Proposal, Item 2.02 of Form 8-K would continue to apply to public announcements or releases of material nonpublic information regarding results of operations or financial condition for a completed “quarterly, semiannual, or annual” fiscal period, meaning that companies that continue to issue quarterly earnings releases would generally still furnish them as exhibits to Item 2.02 of Form 8-K.
However, if a company elects semiannual reporting and stops reporting quarterly earnings or holding quarterly earnings calls, Item 2.02 disclosures would not be triggered for those quarters because there would be no quarterly earnings release to furnish.
The SEC anticipates that whether a semiannual filer continues to make quarterly earnings releases will depend on the company’s particular characteristics, facts, and circumstances, including investor and analyst expectations, industry practices, contractual obligations, and other regulatory requirements.
Regulation FD would continue to operate independently, requiring prompt or simultaneous public disclosure of material nonpublic information that is selectively disclosed, which may in practice continue to encourage regular earnings communications regardless of a company’s reporting cadence.
Companies should begin assessing how a semiannual reporting framework would interact with their existing investor relations practices, capital markets activities, and internal reporting processes. This may include considering whether investor expectations, earnings release practices, or contractual obligations would support or limit the use of a semiannual SEC reporting approach. Companies may also consider whether to submit comments during the rulemaking process, either directly or through trade associations or other organizations.
The Proposal will be subject to a 60-day comment period. The SEC will then consider whether to adopt final rules.