What You Need to Know
On May 5, 2026, the SEC proposed rule and form amendments that would allow public companies to file semiannual reports on a new Form 10-S instead of quarterly reports on Form 10-Q. If adopted, the proposal would be the most significant change to the cadence of periodic reporting under the Exchange Act in decades.
A company electing semiannual reporting would file a 10-S covering the first six months of the fiscal year and an annual report on 10-K covering the full fiscal year. No separate second half report would be required, because the 10-K would report full-year results rather than present separate second-half information. (The proposing release does, however, request comment on whether semiannual filers should be required to present separate second-half information in the 10-K.) With some exceptions (such as foreign private issuers), any Exchange Act reporting company that currently files 10-Qs would be able to opt for semiannual reporting, regardless of filer status, size, industry, or market capitalization. The SEC expects three categories of interim reporters to emerge under the proposal: quarterly reporters that continue filing 10-Qs, semiannual reporters that file only a 10-S, and hybrid reporters that file a 10-S but continue to furnish voluntary first- and third-quarter earnings information.
A company would be required to affirmatively elect semiannual reporting by checking a box on the cover page of its 10-K, and the election would have to be renewed annually; if not renewed, the company would revert to quarterly reporting. Newly public companies could make the initial election on the applicable registration statement. The 10-S would require substantially the same disclosures as a 10-Q, but on a six-month rather than quarterly basis. Filing deadlines would be 40 days after the end of the first semiannual period for large accelerated and accelerated filers and 45 days for all other filers. 8-K obligations and Regulation FD would remain unchanged.
Why It’s Important
The proposal is significant because it would let a public company choose its interim reporting cadence. However, a reduction in mandatory filing frequency will not necessarily reduce workload or costs. Federal securities laws do not require companies to issue earnings releases or conduct earnings calls, but many do so to meet expectations of institutional investors, sell-side analysts, and market norms. Companies that elect semiannual reporting but continue voluntary quarterly earnings communications may see limited practical benefit from the change.
Investor and market reception. Shareholder composition, analyst coverage, peer disclosure practices, activism risk, trading liquidity, and market perception all bear on whether less frequent reporting would be well received, and diverging from peers that continue quarterly reporting could draw negative attention from investors or activists.
Capital markets access. Companies that regularly access the capital markets, through shelf registrations, offerings, debt issuances, or otherwise, may still need current quarterly financial information for transactional purposes, and frequent issuers may be reluctant to elect semiannual reporting.
Contractual obligations. Credit agreements, indentures, and other agreements frequently require delivery of quarterly financial statements or quarterly compliance certificates. Those obligations would generally persist regardless of SEC filing requirements, and electing semiannual reporting may require lender consents, covenant amendments, or parallel nonpublic quarterly reporting.
Governance and trading policies. Longer gaps between periodic disclosures can extend the periods during which insiders hold material nonpublic information, which may require adjustments to insider trading policies, blackout periods, and Rule 10b5-1 plan practices.
Reversing the election is more burdensome than making it. A semiannual filer that later returns to quarterly reporting would generally have to produce comparable prior-year quarterly financial information previously subsumed in its Form 10-S, including an independent accountant review of those comparable quarterly periods.
What You Need to Do
- Assess the election against your investor base and capital plans. Evaluate whether your shareholders, analysts, and industry peers expect quarterly transparency, whether your stock trades on quarterly financial results or on discrete business developments, and whether a reduced cadence could affect analyst coverage, liquidity, or valuation. Companies that make the election may want to keep quarterly auditor reviews in place temporarily while reporting semiannually to reduce the burden of switching back to quarterly reporting, if so desired.
- Review contractual obligations. Examine credit agreements, indentures, private placement documents, and other contracts for covenants that may require delivery of quarterly financial statements or compliance certificates.
- Revisit governance and trading policies. Reassess insider trading policies, blackout periods, quiet periods, disclosure committee practices, and Rule 10b5-1 plan timing in light of longer gaps between formal disclosures, and confirm that your Regulation FD controls remain robust.
Because the proposal is not yet effective and any final rules will almost certainly differ from it, companies should not change their reporting practices until final rules are adopted. We are monitoring the rulemaking closely. For a discussion of some open issues in the proposal that should be resolved before companies decide whether to opt for semiannual reporting, see To Q or Not to Q (Part II) on The Securities Edge
Contact Christopher Seifter or Bob Lamm of Gunster's Securities Law & Corporate Governance practice to discuss how the proposed semiannual reporting option may affect your company’s periodic reporting and disclosure strategy.
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