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SEC Proposes Optional Semiannual Reporting for Public Companies

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    On May 5, 2026, the U.S. Securities and Exchange Commission (SEC) announced proposed rule that would let public companies file interim reports semiannually instead of quarterly. 

    The proposal, summarized in an accompanying fact sheet, follows a push to end mandatory quarterly reporting. SEC Chairman Paul Atkins indicated this proposal is just one step in a larger effort to reshape current SEC rules regarding public company reporting obligations and their ability to raise capital in the public markets.

    What the Proposal Would Do

    Reporting companies, regardless of filer status or market, would be eligible to elect to file one semiannual report in place of quarterly reports on Form 10-Q. The election would be voluntary. Companies that prefer quarterly reporting could stick with it.

    Semiannual filers would use a new Form 10-S, which mirrors Form 10-Q in substance but covers a six-month period. Filing deadlines—40 or 45 days after the semiannual period ends, depending on filer status—would match the current quarterly timeline. The financial statements included in the Form 10-S would cover a six-month period (rather than a fiscal quarter) and would be required to be prepared in accordance with U.S. generally accepted accounting principles. They would also need to be reviewed by an independent auditor (but not required to be audited, similar to the current Form 10-Q).

    Companies would indicate their choice annually via a checkbox on the Form 10-K cover page, and they would not be able to change their election mid-year. IPO companies would make their selection on the registration statement cover page. The proposal would also amend Regulation S-X to adjust for semiannual reporting for existing financial-statement requirements applicable to periodic reports, registration statements, and proxy statements.

    Potential Benefits and Considerations

    The SEC says the change would reduce regulatory burden and give companies flexibility to choose the reporting cadence that fits them best. Potential benefits include a shift toward a longer-term focus and business strategies while reducing the burden and compliance cost of preparing quarterly reports. 

    If the proposed rule is adopted, prior to deciding on the right cadence for reporting, companies will need to think about the expectations of investors and securities analysts and considerations around conducting offerings in the capital markets, among other factors. For semiannual reporting, the additional time between reports would also likely affect considerations around material nonpublic information, including for the purposes of Regulation FD and opening trading windows under insider trading policies or in connection with share repurchases.

    What Comes Next

    This is still just a proposal. A 60-day public comment period will open once the proposing release is published in the Federal Register. After reviewing comments, the SEC must adopt final rules before anything takes effect.

    In the meantime, we expect companies will start gauging investor sentiment and weighing the trade-offs of dropping full quarterly reports in favor of semiannual filing. We will continue tracking developments as the rulemaking moves forward. 

    The information provided is not intended to be a comprehensive review of all developments in the law and practice, or to cover all aspects of those referred to.
    Readers should take legal advice before applying it to specific issues or transactions.

    Editorial Disclaimer

    Originally published before the Ashurst Perkins Coie combination. See disclaimer.