Leonard J. Essig
Securities, Capital Markets & Investments Practice Group Leader
Client Alert
SEC Proposed Amendments to Permit Optional Semiannual Reporting
Leonard J. Essig, Lauren Rouse Carey, Allison L. Schultz
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On May 5, 2026, the Securities and Exchange Commission ("SEC") proposed amendments to existing rules to provide reporting companies the option to file interim reports on a semiannual basis rather than quarterly. The idea underlying the proposed changes is that, freed from the need to prepare quarterly reports, companies may experience reduced compliance costs and regulatory burden and be able to provide more attention to company strategy and focus more resources on business growth. Furthermore, according to the SEC, a reduction in costs and regulatory burden may incentivize more private companies to enter the public markets.
The 279-page proposal would make both substantive and technical amendments to the existing rules to account for the semiannual option. The technical amendments would amend existing rules and forms that refer to quarterly reporting so that they also reflect the semiannual reporting option. A discussion of certain key substantive proposed amendments is included below.
How to Elect
Under the proposal, companies would be able to elect on an annual basis whether they would continue to file their reports quarterly on Form 10-Q or semiannually on a new, proposed Form 10-S. The SEC is proposing to add a check box to the cover page of Form 10-K where, by checking the box, a company would indicate that it intends to file semiannually. If a company leaves the box unchecked, then it is indicating that it will file quarterly. For example, if a company with a calendar year fiscal year intended to report semiannually for 2029, it would check the box on its Form 10-K for calendar year 2028 that it would file in early 2029. For companies that have yet to file Exchange Act reports, the SEC is also proposing to add a similar check box to the cover page of Securities Act or Exchange Act registration statements.
The deadline for filing Form 10-S would be the same as the current Form 10-Q, 40 days (for large accelerated and accelerated filers) or 45 days (for all other filers) after the end of the fiscal period.
If a company mistakenly checks the box or erroneously leaves it unmarked, the SEC is proposing that the company can fix any such inadvertent mistakes by filing an amendment to the Form 10-K as soon as practicable, but no later than the due date by which the company’s first Form 10-Q report would be required for such fiscal year.
Companies would be bound to their election for the year in question, but would be able to switch their election on an annual basis. Thus, if the company in the example above wished to revert to filing quarterly in 2030, it would leave the semiannual reporting box unchecked in its Form 10-K for 2029 filed in early 2030.
Required Disclosures in Form 10-S
The proposed Form 10-S would require the same narrative disclosures and financial information as currently required by Form 10-Q but for the covered six-month period instead of a quarter. Accordingly, the required disclosures would include, among other matters, a management discussion and analysis, material legal proceedings, material changes in risk factors and exhibits required under Item 601 of Regulation S-K. The financial statements for the covered semiannual period would be required to be prepared in accordance with U.S. GAAP and reviewed by an auditor (but not required to be audited). The current disclosure and certification requirements for disclosure controls and procedures, as well as for internal control over financial reporting, would also apply.
Regulation S-X Amendments
The SEC proposed amendments to Regulation S-X governing the age of financial statements to help ensure that, when semiannual filers file registration statements, their financial statements in those registration statements are not considered “stale” under existing rules built along a quarterly framework. The SEC also proposed amendments to simplify the existing rules governing the age of financial statements and consolidate these requirements in a single rule.
In light of the significant interest in the proposal and the large number of public comments the SEC will receive (nearly 1,500 comments as of June 11, 2026), it is very likely that the final rules, if and when adopted by the SEC, will have changes, possibly material ones, from the proposal. The public comment period is open until July 6, 2026. Lewis Rice will continue to monitor for further developments regarding these proposed amendments.
