SEC Proposes Semiannual Reporting for Public Companies

The Securities and Exchange Commission (SEC) unveiled a proposal on May 5, 2026, to modify rules and forms, enabling public companies to meet their interim reporting requirements through semiannual reports. This change would replace the current quarterly reports with a new Form 10-S, covering roughly half a fiscal year. Form 10-S would require similar narrative disclosures and financial data as the existing Form 10-Q, although it spans a six-month period. As with Form 10-Q, the financial statements in Form 10-S must be reviewed by an independent registered public accounting firm, but a full audit won't be necessary.

The proposed timeline for submitting Form 10-S is between 40 and 45 days post the end of the first half-year period. This mirrors the current deadlines for Form 10-Q: 40 days for large and accelerated filers, and 45 days for other filers. Additionally, Regulation S-X would be adjusted to align with this semiannual reporting framework, simplifying financial statement requirements and updating "staleness" deadlines.

SEC Chairman Paul Atkins emphasized that these changes are designed to provide companies with "increased regulatory flexibility," addressing the limitations posed by the quarterly reporting schedule that overlooks diverse business and investor requirements. Interested parties have until July 6, 2026, to comment on the proposal.

The transition to semiannual reporting could prompt companies to consider its feasibility. Despite regulatory developments, many firms may sustain quarterly reports due to entrenched practices. These include trading-window schedules, capital-raising timelines, and compliance with financial covenants. Even with the new framework, companies must still file earnings releases under Form 8-K and meet Regulation FD obligations.

Public company executives should weigh investor and ratings agency reactions to less frequent reporting, peer alignment, contractual obligations for quarterly statements, and possible changes to insider trading policies. Entities that frequently engage in capital markets may find semiannual reporting complicates their transaction processes.

The SEC anticipates three categories of reporting entities: those exclusively adopting semiannual reports, those retaining quarterly submissions, and a hybrid group complying with mandatory semiannual reporting while offering voluntary quarterly updates such as earnings releases and calls. Each company's unique situation will influence its strategy under the new reporting framework.