In brief
On May 5, 2026, the US Securities and Exchange Commission (SEC) proposed rule changes that would permit Exchange Act reporting companies to elect to file a semiannual report instead of quarterly reports to satisfy their interim reporting obligations in any given fiscal year. If adopted, the proposal would allow eligible issuers to replace quarterly reports on Form 10-Q with a single semiannual report on a new Form 10-S, while continuing to file an annual report on Form 10-K.
Key takeaways
Below are the key takeaways from the proposal:
- Exchange Act reporting companies may voluntarily elect to file a semiannual report instead of quarterly reports.
- New Form 10-S mirrors Form 10-Q disclosure requirements but on a six-month, rather than a three-month basis.
- This is an optional framework; quarterly reporting would remain the default for US domestic reporting companies.
- Reporting companies would make an annual election by checking a box on the cover of the Form 10-K for the prior fiscal year; companies would not be able to make mid-year changes in their reporting frequency.
- Conforming Regulation S-X amendments would be made, particularly as to “staleness” of financial statements in registration statements and transactional proxy statements.
In more detail
Since 1970, US domestic companies subject to the reporting requirements of Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 (Exchange Act) have been required to file three quarterly reports on Form 10-Q each fiscal year, with the fourth fiscal quarter addressed in the annual report on Form 10-K. In proposing optional semiannual reporting, the SEC revisited this long-standing framework against the backdrop of significant developments in the US periodic reporting system, including the expansion and acceleration of Form 8-K current reporting requirements and the adoption of Regulation FD, which mandates broad public dissemination of material non-public information. The SEC also noted that many foreign jurisdictions require semiannual — but not quarterly — financial reporting and that many foreign private issuers already report on a semiannual basis under existing SEC rules.
Optional semiannual reporting framework
The proposal would amend Exchange Act Rules 13a-13 and 15d-13 to allow Exchange Act reporting companies to elect to satisfy their interim reporting obligations on a semiannual basis. Companies that make this election would file one semiannual report on new Form 10-S covering the first six months of the fiscal year, followed by an annual report on Form 10-K covering the full fiscal year. Under the proposal, for Companies reporting on a semiannual basis, the second semiannual period would be subsumed in the annual period presented in the Form 10-K. At this time, the SEC is not proposing to require that the second semiannual period financial information be presented separately in the Form 10-K, but the SEC did request comments on whether such presentation should be required. Companies that do not elect semiannual reporting would continue to file quarterly reports on Form 10-Q, consistent with the current reporting regime.
Election mechanics
A reporting company would elect semiannual reporting on an annual basis by checking a designated box on the cover page of its annual report on Form 10-K. Similar check-the-box elections would appear on the cover pages of certain Securities Act registration statements (Forms S-1, S-3, S-4 and S-11) and on Exchange Act Form 10. The election would apply for the entire fiscal year and could not be changed mid-year. For example, a company that files its 2027 Form 10-K in March 2028 could check the box on the 2027 Form 10-K to allow it to file semiannual reports for the year 2028. The SEC has proposed limited relief to allow companies to correct inadvertent check-box errors through a timely Form 10-K/A filing.
New Form 10-S
Semiannual filers would submit their interim report on new Form 10-S. The form would require substantially the same narrative disclosures, financial statements, exhibits and officer certifications currently required by Form 10-Q, but would cover a six-month period rather than a fiscal quarter. Financial statements included in Form 10-S would be prepared in accordance with US GAAP, reviewed by an independent auditor (but not audited), and tagged in Inline XBRL. Filing deadlines would mirror existing Form 10-Q deadlines — 40 days for large accelerated and accelerated filers and 45 days for all other filers.
Amendments to Regulation S-X
To facilitate semiannual reporting, the proposal includes extensive conforming amendments to Regulation S-X. These amendments are intended to modernize and simplify the rules governing the age of financial statements and to ensure that financial statements included in registration statements and proxy materials of semiannual filers are not deemed stale under rules historically built around quarterly reporting. The SEC also proposes to consolidate and streamline financial statement age requirements into a single framework aligned with Form 10-Q and Form 10-S filing deadlines, reducing technical complexity and inadvertent compliance traps.
No change to other disclosure obligations
The proposal does not eliminate or reduce other existing disclosure requirements. Form 8-K reporting obligations and Regulation FD would continue to require timely disclosure of material events and information, together with stock exchange rules requiring prompt disclosure of material information. The proposal also does not mandate changes to earnings releases, earnings guidance or investor communications practices, which would remain largely driven by market expectations, exchange requirements, contractual obligations and company trading windows and quiet periods.
The SEC noted that if the proposal was adopted it is possible that changes may be necessary or appropriate to various accounting or auditing standards or exchange rules and listing standards, and the SEC staff would expect to coordinate with relevant standard-setters and exchanges beforehand.
Why this matters
The proposal is notable for its broad policy implications. By pairing optional semiannual reporting with robust current reporting under Form 8‑K and Regulation FD, the SEC signals an increased willingness to reconsider longstanding disclosure frameworks in light of modern information flows and international norms. If adopted, the SEC’s proposal would represent a significant change to the US interim reporting regime. It has the potential to reshape market expectations, disclosure practices, and governance workflows for many US public companies. Companies whose business models, investor bases or industries do not lend themselves to meaningful quarter‑to‑quarter financial comparisons, such as early-stage companies in the research and development phase with nominal revenues, may welcome the flexibility to reduce reporting frequency, reallocate internal resources and focus management attention on longer‑term strategy rather than quarterly reporting cycles.
At the same time, the availability of semiannual reporting may create a divergence in market practice between companies that continue to report quarterly and those that elect the new framework. Investor expectations, analyst coverage, exchange listing standards, debt covenants, capital‑raising and security repurchase activities and insider trading policy considerations may continue to drive many companies to provide quarterly financial information, even if no longer mandated by SEC rules. As a result, the practical impact of the proposal is likely to vary significantly by issuer size, industry and capital markets history and positioning.