The Securities and Exchange Commission (the “SEC”) has proposed amendments to Rule 13a-13 and Rule 15d-13 under the Securities Exchange Act of 1934 (the “Exchange Act”) to give public companies the option to file one interim report semiannually, on a new Form 10-S, instead of filing quarterly on Form 10-Q (the “Proposal”).¹ The Proposal includes technical amendments to rules relating to quarterly reporting and amendments to Regulation S-X to align the required financial statement disclosures in periodic reports, registration statements and proxy statements with the new semiannual disclosure alternative. The Proposal aims to ease SEC compliance burdens and incentivize companies to “go and stay public” as SEC Chairman Atkins stated in his Statement on Proposing Release for Semiannual Reporting on May 5, 2026. The SEC is requesting public comment on the Proposal by July 6, 2026.

Background

Under the SEC’s current regulatory framework, public companies — those that are subject to reporting pursuant to Exchange Act Sections 13(a) or 15(d) (“reporting companies”) — currently must file various periodic reports with the SEC, including quarterly reports on Form 10-Q. Thus, each year, reporting companies must file three quarterly reports in addition to an annual report on Form 10-K (where the fourth quarter’s disclosure is encompassed within the annual report).² The Proposal would amend the quarterly filing requirement, so instead, each fiscal year, a reporting company may opt to file (1) one semiannual report on the newly proposed Form 10-S and (2) its annual report on Form 10-K.

The Proposal aims to provide flexibility and reduce regulatory costs and burdens by enabling a reporting company “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.” By minimizing the compliance costs of quarterly reporting, semiannual reporting companies could divert additional resources toward other needs. Furthermore, according to the SEC, there is evidence that the semiannual framework has worked in the past, as prior to 1970 the SEC reporting scheme called for semiannual reports for about 15 years before it first introduced quarterly reporting. Moreover, some companies already report semiannually – for instance, privately held companies not subject to SEC rules, FPIs pursuant to exchange listing standards,³ and companies listed in foreign jurisdictions that only require semiannual reporting.⁴

The Proposed Amendments

The Proposal would add two new definitions to Exchange Act Rule 12b-2 (and the Securities Act counterpart, Rule 405): (1) “quarterly filer” which would be “a registrant that is required to file quarterly reports on Form 10-Q, pursuant to 17 CFR 240.13a-13(a)” and (2) “semiannual filer” which would be “a registrant that is required to file semiannual reports on Form 10-S, pursuant to 17 CFR 240.13a-13(b)”.

If electing to file semiannually on Form 10-S, the disclosure would be substantially similar to the existing Form 10-Q disclosure, as the reporting company would need to make the same narrative and financial information disclosures as required on Form 10-Q, just covering a six-month period instead of a three-month period. For instance, on the proposed Form 10-S “[r]equired disclosures would include, among other things, MD&A, legal proceedings, material changes in risk factors, unregistered equity security sales and use of proceeds, defaults on senior securities, director nomination procedures, disclosure of director or officer adoptions or terminations of certain plans for the purchase or sale of registrant securities, and exhibits required under Item 601 of Regulation S-K”. The Form 10-S financial statements would need to be prepared in accordance with U.S. generally accepted accounting principles, would need to be reviewed by an auditor (but would not need to be audited) and would need to be tagged using Inline XBRL. Depending on the company’s filing status (i.e. large accelerated filer, accelerated filer, etc.), the Form 10-S would be due either 40-45 days after the end of the first semiannual period of the semiannual filer’s fiscal year. Companies that elect not to report semiannually and remain quarterly filers⁵ would have to continue filing quarterly reports each fiscal year.

The election to become a semiannual filer would be made by checking a box on the cover page of (1) the annual report on Form 10-K for reporting companies and (2) for companies that have not yet filed Exchange Act reports, on Securities Act registration statements on Forms S-1, S-3, S-4, S-11 or Exchange Act registration statements on Form 10. If the company wishes to remain a quarterly filer, the company would leave the box unchecked. Once it makes an election, a reporting company would not be permitted to change its reporting frequency until the following fiscal year.⁶ The company’s new selected reporting frequency would begin with the report for the first semiannual or quarterly period, as applicable, of the fiscal year in which it filed the Form 10-K.

Proposed Amendments to Regulation S-X

The Proposal also seeks to amend Regulation S-X to simplify and align required financial statement disclosures with the semiannual reporting structure, namely by amending and consolidating the rules surrounding the age of financial statements in registration statements into a single rule and preventing a semiannual filer’s financial statements from going “stale”.

Current Rule 3-01 of Regulation S-X (and Rule 8-08 for smaller reporting companies (“SRCs”)) “governs the date of audited and interim balance sheets required… in filings as of the filing date.”  Current Rule 3-12 governs the staleness date of financial statements as of the effective date of registration statements and as of the mailing date of proxy statements. Together, application of current Rule 3-01 and Rule 3-12 result in aligned age requirements of financial statements. The Proposal would streamline these rules by consolidating Rule 3-12 into Rule 3-01, ultimately eliminating Rule 3-12. The amended Rule 3-01(a) would require that “the date of the most recent balance sheet included in a registration… statement” be updated to comply with the requirements of the section “as if the effective date of the registration statement… were the filing date” (or, for a proxy statement, as if the proposed mailing date were the filing date). Effectively, the amendment aligns the filing date with the effective date for registration statements (or with the mailing date for proxy statements) for purposes of determining whether the recency of the balance sheet complies with the rule. The proposed amendments to Rule 3-01 seek to provide clarification by changing the “references to filing dates from the current text of ‘within’ a certain number of days after a milestone (e.g., filing date or end of the fiscal year or quarter) to ‘more than’ or ‘no more than’ a certain number of days.” Rule 8-08 would be amended to conform the requirements for financial statements for SRCs to the proposed new Rule 3-01.

Furthermore, the Proposal provides amendments that revise the determination date for interim balance sheets for registration or proxy statements. Rather than assessing staleness as of the balance-sheet date, instead registrants would just automatically include the most recent interim financials already required to have been filed on Form 10‑Q for quarterly filers or Form 10‑S for semiannual filers as of the filing date.

Technical Changes to Regulation S-X

Amendments to Rule 10-01 and Rule 8-03 of Regulation S-X would provide for reporting companies to file semiannually or quarterly, referring to the new definitions of such semiannual or quarterly filers, and indicating that “interim” for semiannual filers reflects a fiscal semiannual period and reflects a fiscal quarterly period for quarterly filers. In addition, under the proposed amendments to Rule 10-01, when required for a semiannual filer, an interim balance sheet would be included as of the end of the first semiannual period, and a balance sheet would be provided as of the preceding fiscal year.

 Transition Reports

The Proposal also provides amendments to Exchange Act Rule 13a-10 and Rule 15d-10, which relate to transition reports after a change in fiscal year, to provide for semiannual filers by mirroring the rules for quarterly filers.

Other Technical Amendments

The Proposal provides for several additional technical amendments, including amendments to items in Regulation S-K, Regulation M-A and proxy rules, and amendments to rules used to determine market capitalization, rules relating to definitions, research, status of underwriters and liability. Additional technical amendments would update several SEC forms and schedules, filings with incorporation by reference, data tagging, deadlines, certifications, controls on disclosure such as internal control over financial reporting, and rules relating to FPIs and beneficial owners.

Policy Considerations

The Proposal includes an economic analysis of possible effects of a semiannual reporting regime that the public may consider in deciding whether to comment on the Proposal. According to the SEC, such considerations include the following advantages and disadvantages:

Possible Advantages:

• significantly lower compliance costs resulting from the elimination of quarterly reporting making more resources, including management time, available for business purposes;
• more public companies in the marketplace as lower compliance costs could encourage more companies to raise capital through public offerings, creating access to a broader investor base;
• greater capital growth with a larger pool of investors that can purchase securities on the secondary market;
• transparency into a larger number of reporting companies that are no longer private and thus required to provide public disclosure;
• more public companies under SEC regulation to better protect investors;
• more liquidity opportunities for early investors;
• less required disclosure of proprietary information to a company’s rivals leading to a better competitive environment;
• smaller reporting companies and emerging growth companies will have option to opt for a less onerous compliance regime that may better suit such companies with fewer resources;
• flexibility for a company to choose the reporting frequency that fits its business best.

Possible Disadvantages:

• comparability issues of reports across different reporting frequencies, as comparisons between quarterly filers and semiannual filers may not align;
• information asymmetry that disproportionately affects investors with less resources;
• higher capital costs due to less available information about a company’s financials, which could discourage financing new investments;
• difficulties discovering performance trends;
• delayed disclosure of material information;
• lower liquidity as investors have less information and comparison tools available to make investment decisions;
• loss of more granular information in publicly filed reports;
• increased transaction costs;
• longer “blackout” periods for corporate insiders;
• initial costs required for a company to switch to semiannual reporting;
• diminished investor perception of fairness and reduced trust and participation in capital markets;
• non-conformity with other federal agencies, regulatory organizations, and state rules that have incorporated quarterly filings into their own regulatory schemes;
• securities exchanges rules do not currently provide mechanisms that would allow for semiannual reporting, and instead currently reflect the quarterly reporting scheme;
• difficulties for auditors issuing comfort letters to underwriters;⁷
• securities pricing volatility;
• difficulties in upholding accountability of corporate management due to reduced visibility;
• reduced analyst coverage and scrutiny;⁸
• timeliness and reliability issues as auditors may be slower to identify accounting misstatements and internal control deficiencies;
• some loan covenants may include contractual requirements for quarterly financial information.

Additional Mitigating Considerations

The Proposal notes that the flexibility the proposed amendments give to reporting companies to choose which reporting frequency helps mitigate some of the risks of the rule change. For instance, large exchange-listed reporting companies may have analyst coverage or professionally managed ownership requiring more frequent financial information disclosure better suited for reporting quarterly in the Form 10-Q.  Similarly, if a company is conducting a securities offering, it may prefer to make a quarterly filer election as its underwriters and investors may require quarterly information. For other companies, semiannual reporting may provide a less onerous, more cost-effective approach. Under the Proposal, semiannual filers also could provide quarterly information in the Form 10-S if desired.

The Proposal addresses the loss of transparency potentially associated with reduced interim reporting by highlighting that certain material information will already be timely disclosed pursuant to other SEC obligations such as through Form 8-K, which requires companies to report certain material events within four business days of the triggering event, and by Regulation FD, which requires immediate disclosure of material non-public information that is selectively disclosed to specified individuals.

The Proposal also highlights research indicating that the market reacts most strongly to novel information when first released than it does to repetitive disclosure. Moreover, the Proposal identifies studies that have shown markets react strongly to earnings releases (especially if it is the first time such information is reported). The SEC also notes that reporting companies may still voluntary provide disclosures such as earnings announcements, earnings guidance and investor conference calls, which could address the risks of lost information associated with less frequent reporting. These measures could also help maintain investor engagement and promote efficiency in reporting, as information that may be first disclosed in an earnings statement would not need to be disclosed soon after in a Form 10-Q that may repeat the same financial information.

Public Comment

The SEC is seeking public comments on the Proposal as well as comments on any costs, burdens or benefits caused by the adoption of an optional semiannual reporting scheme. The SEC takes public comment seriously in adopting and formulating final rules. If you have any questions about the Proposal or need assistance in submitting comments to the SEC, please contact one of the partners listed below or your primary attorney at Seward & Kissel LLP.