SEC Proposal Would Permit Optional Semiannual Reporting on New Form 10‑S and Simplify Financial Statement ‘Staleness’ Rules

On May 5, 2026, the U.S. Securities and Exchange Commission (SEC) proposed rule and form amendments that would allow SEC reporting companies to file interim reports on a semiannual basis on new Form 10‑S in lieu of quarterly reports on Form 10‑Q. The proposal is intended to reduce compliance costs and provide flexibility around reporting frequency, while preserving timely disclosure of material events and maintaining investor protections. It is part of a broader SEC effort to encourage more companies (particularly smaller and emerging companies) to enter and remain in the public markets.

This alert summarizes the key elements of the proposal, related amendments to Regulation S‑X and other rules and forms, and selected questions the SEC is posing for comment.

Option to Report Semiannually on New Form 10‑S

Semiannual Option: Scope and Mechanics

Eligible Issuers: The proposal would allow all SEC reporting companies currently required to file Form 10‑Q under §§13(a) or 15(d) of the Exchange Act of 1934, as amended (Exchange Act), to elect semiannual reporting, regardless of filer status, revenues, market capitalization, or industry.

Form 10‑S: Semiannual reports would be filed on new Form 10‑S, the requirements of which largely mirror Form 10-Q. As proposed, Form 10‑S would:

• Require the same type of narrative and financial information as Form 10‑Q, but for a six‑month fiscal period rather than a fiscal quarter
• Incorporate the existing interim financial statement content requirements of Regulation S‑X (revised to be based on semiannual periods)
• Include Part I financial information, Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A), market risk, controls and procedures, and Part II “other information” items that closely track Form 10‑Q
• Permit scaled disclosure for smaller reporting companies on proposed Form 10-S as with Form 10-Q
• Not be subject to Exchange Act § 18 liability with respect to Items 1, 2 and 3 of Part I (financial statements, MD&A, and market risk disclosures), mirroring the liability treatment of Form 10-Q
• Require financial statements to be data tagged using Inline XBRL

Filing Deadlines and Consistency: The SEC proposes to apply the same filing deadlines to Form 10‑S as currently apply to Form 10‑Q (40 days after the interim period for large, accelerated filers and accelerated filers; and 45 days after the interim period for all other filers).

Election and Continuity of Frequency: Companies would indicate their election to file semiannually via a new check box on the cover of Form 10‑K, and on registration statements on Forms 10, S‑1, S‑3, S‑4, and S‑11. For elections made on a Form 10-K, the Form 10-S would apply to the year immediately following the year with respect to which the Form 10-K has been filed. Non-reporting companies filing a Form S-1 Registration Statement and checking the box for semiannual reporting would be required to file the Form 10-S for the semiannual period of fiscal year in which the Registration Statement was declared effective; provided that if the Registration Statement included the financial statements for that semiannual period, the Form 10-S would be required for the semiannual period occurring in the following fiscal year. It is important to note, as we discuss below, that the election made by a non-reporting company in a Form S-1 Registration Statement will govern not only the filing of Forms 10-S following the effective date of the Registration Statement but also the interim statements required in the Registration Statement.

The proposal would allow a company that inadvertently marks or fails to mark the checkbox to amend its Form 10-K to correct the error, provided the amendment is filed no later than the due date of the first Form 10-Q for the fiscal year in which the Form 10-K was filed.

Voluntary Provision of Quarterly Information: Semiannual filers may voluntarily include quarterly information (e.g., quarterly breakdowns or comparative quarterly data presented as part of the six-month financials) in Form 10-S. Any such interim financial information that appears in the financial statements would be subject to auditor review, consistent with the existing approach for interim financial statements.

Relationship to Earnings

Interplay with Earnings Releases and Guidance: The proposal does not alter the current regulatory requirements for (1) earnings releases, other than proposed conforming amendments to Item 2.02 of Form 8-K to include references to semiannual periods, or (2) earnings guidance practices.

The SEC recognizes that some issuers electing semiannual reporting may cease quarterly earnings releases or calls. Others may continue quarterly earnings releases. Among other topics, the SEC is seeking comment on:

• The likelihood that semiannual filers will continue to issue quarterly earnings releases, whether they would move to semiannual earnings releases, or cease releases altogether
• Whether, for semiannual filers, Item 2.02 reports should be “filed” rather than “furnished,” thereby subjecting earnings releases to Exchange Act § 18 (and potentially § 11 of the Securities Act of 1933, as amended if incorporated by reference), on the theory that investors may rely more heavily on these disclosures given less frequent formal interim reporting
• Whether semiannual filers that issue first‑ or third‑quarter earnings releases should be required to have such information reviewed by an independent public accountant, and whether changes to auditing standards would be needed
• How optional semiannual reporting could affect insider trading policies and trading windows, including:
  • Whether blackout periods would be longer (e.g., around semiannual period ends) but fewer in total days for the fiscal year
  • How continued voluntary quarterly earnings releases by semiannual filers might alter trading window practices and Rule 10b5‑1 plans

Interplay with Regulation FD and Selective Disclosure: The proposal does not alter Regulation FD’s framework. The SEC believes that market forces, contractual arrangements, and investor expectations will continue to motivate semiannual filers to continue to provide interim updates beyond what is strictly required.

Proposed Amendments to Regulation S‑X and Age of Financial Statements

The proposal would align the “staleness” and content requirements of financial statements in Securities Act registration statements, proxy statements, and periodic reports with the new semiannual reporting option. In the case of a registration statement or proxy statement, a registrant would no longer assess the number of days from the filing date or from the effective date of the registration statement (or mailing date of a proxy statement) to the date of the most recent balance sheet to determine if a more recent statement is required. Rather, a registrant would be required to include the interim financials for the most recent interim period that have been filed (or were required to be filed) on Form 10‑Q or Form 10‑S as of the filing or effective date, effectively aligning “staleness” with the election of quarterly or semiannual reporting.

A non-reporting registrant (e.g., a private company registering its initial public offering) would apply this rule as if it were a reporting company, based on whether it elects semiannual reporting. For example, if a calendar year registrant elects semiannual reporting in its IPO registration statement that becomes effective as late as August 12, the proposed rules would not require any interim financial statements to be included in the registration statement. In contrast, for a registrant electing to do quarterly reporting, the filing would include interim financial statements for the first fiscal quarter. This change could significantly reduce the regulatory burden for IPO registrants.

In addition to these alignment provisions for semiannual reporting, the proposal will consolidate S-X Rules 3-01 and 3-12 into new Rule 3-01. Currently, Rule 3-01 addresses the dates of the balance sheets as of the filing date and Rule 3-12 addresses the age of financial statements as of the effective date of a registration statement or mailing of a proxy statement. The SEC is proposing further conforming amendments to Rule 8-08, which governs smaller reporting companies, to align with Rule 3-01 as amended. These streamlining revisions will not change the requirements for financial statements in periodic reports, registration statements, and proxy statements (other than coordinating timing between current Rules 3-01 and 3-12).

Financial statements of acquired businesses filed on Form 8‑K must comply with age requirements as of the filing date of the initial Form 8-K reporting the acquisition. For semiannual filers, pre‑acquisition interim financial information for six to nine months could, depending on timing, never be filed.

Technical and Conforming Amendments

The SEC proposes extensive technical and conforming changes to Regulation S-K and related forms and schedules to incorporate semiannual reporting references and to add the new Form 10‑S.

Next Steps

The SEC has posed numerous questions in the proposing release, indicating that the final rules could differ in important ways from the proposal. Nonetheless, the SEC will likely adopt rules allowing at least some companies to elect to report on a semiannual basis. Accordingly, reporting companies and companies anticipating an IPO in the near term may want to begin analyzing the options they will have when this election is adopted. The choices that companies should consider include not only the frequency of their periodic reporting (i.e. quarterly or semiannually), but also the frequency with which they report earnings. As the proposing release notes, the required frequency of periodic reporting does not dictate the frequency with which a company may elect to report earnings.

There are broadly three choices for reporting companies when the option to adopt semiannual reporting becomes a reality:

• Continue to file periodic reports, and report earnings quarterly
• File periodic reports, and report earnings semiannually
• File periodic reports semiannually, but continue to report earnings on a quarterly basis

A number of factors will influence this decision-making process. Many will be the same for most companies, while some will be company specific. The following are leading considerations in choosing a path forward:

• Compliance Costs: Companies electing semiannual reporting may realize cost savings from reduced compliance burdens, including preparation costs, auditor review fees, and investor engagement activities. Semiannual reporting could allow companies to redirect time and resources (particularly executive and board attention) toward strategic priorities and business needs.
• Investor Expectations: Investors may still expect companies to report financial information on a quarterly basis even if they are not making quarterly filings with the SEC. Reduced disclosure frequency could delay public dissemination of material information about an issuer’s financial condition and operating performance. Without such information, it may be more difficult for investors to identify trends and compare quarter-over-quarter performance. Comparability between companies using different reporting frequencies or different fiscal periods may also be reduced.
• Analyst Coverage: For companies electing to use semiannual reporting while foregoing quarterly earnings, the lower reporting frequency may result in decreased analyst coverage, which in turn may affect stock liquidity, forecast accuracy, and investor engagement. However, such companies may benefit from the opportunity to reorganize operational rhythms in ways that are better suited to their business.

• Initial Public Offerings and Other Security Offerings: For IPO registrants, the proposed amendments would tie the interim financial statements required in a Form S‑1 as of filing or effectiveness to the period the company’s post-IPO reporting election, rather than the current staleness test. This would allow an IPO registrant to elect to include only semiannual interim information in its S‑1; and no interim statements at all in limited timing scenarios (e.g., a calendar‑year filer as late as mid‑August). However, it is possible that underwriters and auditors may require such companies to provide more recent financials. Similar considerations will apply to follow‑on offerings.
• Auditor Communications: If a company elects semiannual reporting, it should coordinate calendars for earnings releases, MD&A updates, and audit committee meetings to avoid gaps between public disclosures and periods subject to auditor review.
• Impact on Internal Controls: Less frequent auditor reviews could delay identification of accounting misstatements and internal control deficiencies.
• Board Process: Boards and audit committees may need to recalibrate annual calendars and delegation of authority to reflect semiannual reporting cycles, including scheduling meetings around semiannual period‑ends and aligning review of MD&A, earnings materials, and risk disclosures with the new cadence. Companies preparing for IPOs should plan for board resolutions addressing the S‑1 cover‑page frequency election, disclosure controls updates, and comfort‑letter and bring‑down timing. They should also consider interim information protocols to avoid gaps between board oversight and periods subject to auditor procedures.
• Insider Trading Policies and Trading Windows: Companies should discuss with counsel how their insider trading policy and blackout periods may need to be revised for their specific circumstances.
• Contractual and Regulatory Obligations: Contractual obligations may still require quarterly reporting; debt agreements, lending arrangements, and exchange listing standards often mandate quarterly financial information regardless of SEC requirements.
• Market Effects: Share price volatility may increase around semiannual earnings announcements, as prices may correct by larger amounts rather than incrementally across multiple quarterly cycles.
• Other Considerations: Reduced proprietary information disclosure is another potential benefit; aggregating data over six months could obscure competitively sensitive quarterly details.

The comment period for this proposal will be open for 60 days following publication in the Federal Register. Companies, investors, and other stakeholders may wish to consider submitting comments, particularly on the key questions the SEC has posed regarding eligibility limitations, filing deadlines, and earnings release requirements. In the meantime, companies should start carefully weighing the advantages and disadvantages of semiannual reporting.