11 minute read | May.08.2026
On May 5, 2026, the Securities and Exchange Commission (the SEC or Commission) proposed amendments (fact sheet) that would permit U.S. reporting companies under the Securities Exchange Act of 1934 (the Exchange Act) to elect semiannual rather than quarterly interim reporting. The proposal, which is part of Chairman Paul Atkins’s broader initiative to reduce the regulatory burdens of being a public company, would create a new Form 10-S for companies that opt in while preserving Form 10-Q for those that prefer to continue with quarterly reporting.
Under the proposed amendments, reporting companies would have an option to elect, on an annual basis, whether to file interim reports quarterly or semiannually for that fiscal year. Companies that choose to file semiannual reports would file a new Form 10-S in lieu of quarterly reports on Form 10-Q.
The proposal does not include any general changes to the current regulatory requirements governing: (1) earnings releases, other than proposed technical amendments to Item 2.02 of Form 8-K to include references to semiannual periods, or (2) earnings guidance practices. The frequency of a company’s earnings calls and earnings releases has been, and will continue to be, determined solely by the company. Reporting companies that elect semiannual filing may also voluntarily communicate financial results through earnings releases on a quarterly basis.
The proposed amendments would add a checkbox to the cover page of Form 10-K as the means by which a reporting company would indicate, annually, whether it is selecting a semiannual interim reporting frequency (by checking the box) or quarterly reporting (by not checking the box). Once an election is made, the company would be committed to that reporting frequency for the remainder of that fiscal year.
The default reporting framework would remain quarterly. Semiannual filers that wish to continue filing on a semiannual basis in future fiscal years must affirmatively make the election again each year on their Form 10-K; otherwise, they would be required to resume filing quarterly reports.
A similar checkbox would be added to the cover page of Securities Act registration statements on Forms S-1, S-3, S-4, and S-11, and Exchange Act registration statements on Form 10. Private companies conducting initial public offerings would make their initial election by checking the box on the cover page of the registration statement, and this election would determine what financial statements are required in the registration statement and indicate the company’s planned interim reporting frequency to investors and other market participants.
The Commission notes that companies electing semiannual interim reporting “may see a reduction in compliance costs of time and money, as they would incur these interim reporting costs only one time in connection with each fiscal year instead of three times in connection with each fiscal year pursuant to quarterly reporting.” Other potential benefits identified in the proposal include less distraction from running the day-to-day business and reduced focus on short-term financial metrics.
Emerging growth companies and smaller reporting companies, the Commission notes, might find the greatest value in having the flexibility of reporting semiannually. Commissioner Uyeda highlighted the diversity of companies subject to reporting obligations, noting that “[a]n established pharmaceutical company with a trillion-dollar market capitalization is markedly different from a pre-revenue biotech company pursuing approval of a single drug candidate,” and that the SEC’s framework should allow market participants to select the optimal reporting period for their business.
Companies may choose to continue reporting quarterly if they determine that quarterly reporting is best for the company and its investors, or due to factors such as expectations of investors and securities analysts, disclosure practices in a particular industry, contractual obligations (including debt covenants), exchange listing standards, or other regulatory requirements. The Commission also recognizes that a company raising external capital in a securities offering may face demand for quarterly financial information from underwriters in order to obtain negative assurance comfort in a timely manner (or otherwise risk delaying the offering until negative assurance can be obtained). Such companies may have incentives to continue to file Form 10-Q to meet underwriting process demands.
The Commission anticipates that some issuers may become “hybrid reporters,” electing semiannual reporting for purposes of mandatory periodic disclosure while continuing to provide voluntary disclosure of information on a quarterly basis through other channels, such as earnings releases, earnings guidance, or conference calls.
The Commission is also proposing amendments to Regulation S-X to facilitate semiannual reporting and simplify the rules regarding the age of financial statements (i.e., staleness dates) in registration statements and other Commission filings.
Current financial statement staleness dates were built along a quarterly reporting framework, and the proposed amendments would revise the rules to accommodate semiannual filers. Specifically, the proposed amendments would help ensure that, when semiannual filers file registration statements, their financial statements in those registration statements are not considered “stale” under existing rules, and would revise the age requirements for semiannual filers to fit with their reporting schedule.
The proposed amendments to Rules 3-01 and 8-08 of Regulation S-X would both simplify the rules and effectuate the proposed optional semiannual reporting framework. Each rule would be amended to clearly set forth the requirements for annual financial statements and interim financial statements, and would consolidate the requirements of Rule 3-12 into Rule 3-01, eliminating Rule 3-12 as a stand-alone provision. In addition, the proposed amendments would simplify the existing rules by combining and centralizing the age requirements in a single rule and by using plain wording and plain methods of counting the age of financial statements to reduce the overall complexity of existing requirements.
In its proposing release, the SEC has requested comment on a number of questions regarding the impact of the proposed rules and potential alternatives. The proposal is subject to a 60-day comment period, upon which the SEC will consider whether to adopt final rules. Accordingly, any final rules may differ from the proposed rules. Nonetheless, public companies may want to consider how semiannual reporting could impact reporting, investor relations, and capital raising activities, and whether semiannual reporting would be beneficial.
Some topics to consider:
The proposed amendments are part of Chairman Paul Atkins’s “Make IPOs Great Again” agenda, which is aimed at incentivizing companies to go and stay public. As Chairman Atkins stated, “[p]ublic companies have an obligation under the federal securities laws to provide information that is material to investors. Yet, the rigidity of the SEC’s rules has prevented companies and their investors from determining for themselves the interim reporting frequency that best serves their business needs and investors.” The proposal would provide a reporting company with the “flexibility to determine the frequency of interim reporting that best suits its particular circumstances, such as its ability to bear the costs of preparing the quarterly reports, the stage of its business development, and the expectations of its investors, without undermining fundamental investor protections.”
Commissioner Mark T. Uyeda echoed this view, noting that “[a] framework built nearly 75 years ago, when public companies tended to be in manufacturing and the roles of institutional investors and asset managers in the markets were different, should not be presumed to serve all companies optimally in 2026.”
Commissioner Peirce suggested that “an approach that focuses on slimming down the Form 10-Q – instead of or in addition to making it optional – could be helpful,” and invited commenters to address whether the SEC should adjust the Form 10-Q reporting burden itself, either as part of this rulemaking or as part of the SEC’s broader project of assessing disclosure requirements.
Chairman Atkins emphasized that this proposal is “just the first step of the larger, 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.” He indicated that over the next few months, the Commission will be considering a series of proposals that, if adopted, will “not only redefine what it means to be a public company, but will make being public attractive again.” The Commission staff is already exploring potential amendments to Regulation S-K, with the same goal of eliciting disclosure of material information and avoiding compelling the disclosure of immaterial information.