On May 5, 2026, the Securities and Exchange Commission proposed amendments that would permit companies currently required to file quarterly reports on Form 10-Q to elect semiannual interim reporting on a new Form 10-S. An electing company would file a Form 10-S covering the first six months of the fiscal year and a Form 10-K for the full fiscal year, rather than three Forms 10-Q and a Form 10-K. Companies that do not elect the new regime would continue filing quarterly reports on Form 10-Q.
In announcing the proposal, Chair Paul Atkins described the proposal as part of his "Make IPOs Great Again" agenda and as a first step in a broader review of public-company reporting and capital-raising rules.[1] He emphasized regulatory flexibility, noting that companies and investors should be able to determine the interim-reporting cadence that best serves their needs within an existing framework of investor protections.
Key Takeaways
- The proposal is optional and would be available to all Form 10-Q filers. Domestic public companies, regardless of size or filer status, would be able to elect semiannual reporting annually by checking a box on the cover page of the Form 10-K for the most recently completed fiscal year. Prospective registrants would also be able to make the election through a checkbox on the applicable form of registration statement. Once made, the election would bind the company for the fiscal year and could not be changed mid-year, other than through a limited corrective amendment process for inadvertent errors.
- New Form 10-S would substantially track Form 10-Q. The new form would require substantially the same narrative disclosures and financial information as Form 10-Q, but for a six-month period rather than a quarter. Filing deadlines would also mirror existing quarterly-report rules—40 days after the end of the reporting period for large accelerated filers and accelerated filers, and 45 days for all other registrants.
- Regulation S-X would be reworked to fit the new cadence. The proposal would revise age-of-financial-statement requirements to align staleness rules with the filing dates for Form 10-Q and Form 10-S. In general, a registration or proxy statement would need to include interim financial statements for the most recent quarter or semiannual period for which a Form 10-Q or Form 10-S has been filed or is required to be filed.
- Three reporting models may emerge. Some companies would continue traditional quarterly reporting on Form 10-Q. Others may become pure semiannual filers, providing only Form 10-S and Form 10-K periodic reports. A third group may become hybrid reporters: semiannual SEC filers that continue to issue voluntary first- and third-quarter earnings releases or investor updates.
- Governance processes may need to be recalibrated. Boards, audit committees, and disclosure committees should evaluate investor expectations, peer practice, disclosure controls, trading windows, Rule 10b5-1 plan practices, covenant requirements, litigation risk, share repurchase programs, and the operational burden of switching back to quarterly reporting later. Fewer mandated interim touchpoints could lengthen blackout periods or increase Regulation FD and selective-disclosure risk unless companies continue quarterly earnings releases, make greater use of Form 8-K, or otherwise expand interim communications to cover material developments that would previously have appeared in Forms 10-Q.
Who May Benefit from the Proposal
The best candidates for semiannual reporting may be companies for which quarterly financial statements provide limited incremental information. Pre-revenue biotechnology, life sciences, clean tech, and other R&D-stage issuers with stable burn rates and simple financial statements often trade on milestone-driven developments rather than quarter-to-quarter financial deltas, and those milestones can continue to be disclosed promptly on Form 8-K and through investor communications subject to Regulation FD. For such issuers, semiannual reporting can reduce recurring Form 10-Q production costs without materially diminishing the information available to investors.
Some non-listed Exchange Act reporters—such as Section 12(g) filers not planning registered or exempt offerings and not subject to contractual requirements mandating quarterly financials—may likewise find that semiannual reporting better matches their operational objectives and resource profile.
By contrast, the option may have less practical effect for mature operating companies with seasonal results, volatile margins, significant debt covenants, active capital markets programs, rating-agency scrutiny, heavy analyst coverage, or investor bases focused on quarterly key performance indicators. Furthermore, credit agreements, indentures, private placement agreements, rating-agency processes, joint ventures, acquisition agreements, incentive plans and other contracts may require quarterly financial statements, compliance certificates, ratio calculations, conference calls or other financial information keyed to quarterly periods. In these circumstances, the need to maintain reviewed interim financials for offerings, satisfy quarterly reporting covenants, and sustain investor dialogue will often point toward remaining on Form 10-Q.
Comfort Letters and Information Asymmetry in the Context of Hybrid Reporting
A practical question arises where a semiannual filer continues to issue voluntary first- and third-quarter earnings releases. On the positive side, those releases may preserve market visibility, support investor dialogue, and facilitate additional trading windows for insiders and share repurchases.
That said, hybrid reporting can create a disconnect for registrants seeking to access the capital markets through shelf takedowns or follow-on offerings. The market may price the issuer's securities based on quarterly information that is public, while the prospectus does not contain or incorporate by reference reviewed quarterly financial statements. Item 2.02 of Form 8-K (under which registrants include earnings releases with quarterly and year to quarter end financial information) is furnished rather than filed and is not automatically incorporated by reference, and underwriters cannot simply "circle up" a press release and obtain the same auditor negative assurance that customarily accompanies reviewed interim financial statements.
Under PCAOB AS 6101, accountants may provide negative assurance on unaudited interim financial information only in specified circumstances, including where they have performed an AS 4105 review; if no such review has been performed, they generally are limited to reporting procedures performed and findings obtained. As a result, issuers that frequently access the capital markets may need to adopt bespoke comfort procedures or remain on the Form 10-Q reporting path. This issue is particularly important for issuers with continuous ATM programs, frequent shelf takedowns, or regular debt offerings.
The SEC is soliciting comments on whether earnings releases by semiannual filers should be filed rather than furnished and whether PCAOB standards should be amended to accommodate semiannual reporting. These may be among the most consequential open issues for commenters and for future rulemaking.
Looking Ahead
The premise of the proposed amendments is optionality, and the availability of semiannual reporting should not be read as an invitation to move all issuers away from quarterly reporting. Operationally, companies considering the shift should begin mapping calendars—including insider-trading and share-repurchase policies, disclosure-committee workflows, audit-committee agendas, capital-markets windows, and Regulation FD protocols—to account for longer intervals between mandated interim reports. Registrants should also inventory credit agreements, indentures, ATM program documents, incentive plans, and other arrangements that require quarterly reporting or otherwise depend on quarterly financial information.
The SEC solicits comments on a range of open questions that will shape implementation of the new framework, including whether semiannual filers' earnings releases should be filed rather than furnished, whether auditors should be required to review quarterly information even if a company elects semiannual reporting, whether PCAOB AS 6101 should be modernized to permit negative assurance between semiannual reports, whether Form 10-Q content itself should be rationalized alongside cadence changes, and what transition period would be appropriate.
[1] Statement on Proposing Release for Semiannual Reporting.