SEC Proposal to Permit Semiannual Periodic Reporting May Benefit ETV Industry

On May 5, 2026, the SEC proposed amendments that would, if adopted, permit public companies currently filing on Form 10-Q to elect instead to file semiannual reports on a new Form 10-S. Exchange-traded vehicles (ETVs), because they are subject to the same periodic reporting requirements as public companies, would also be eligible to elect to file semiannual reports. As a practical matter, this would mean that an ETV could elect to no longer file Form 10-Qs, instead filing a semiannual report on Form 10-S and an annual report on Form 10-K. ETVs electing semiannual reporting may see a reduction in compliance costs of time and money, as they would incur these interim reporting costs only once in connection with each fiscal year instead of three times in connection with each fiscal year pursuant to quarterly reporting.

This client alert provides background on the current periodic reporting requirements for ETVs and discusses potential areas of comment on the SEC’s semiannual reporting proposal that ETV sponsors and other interested parties may want to consider.

Background: ETV Periodic Reporting Requirements

The Investment Company Act of 1940 (Investment Company Act) requires exchange-traded funds (ETFs), like mutual funds generally, to provide shareholders with semiannual and annual reports. Reports must also be filed with the Securities and Exchange Commission (SEC).

Fund shareholder reports are in lieu of periodic reports (10-Ks, 10-Qs, and 8-Ks) that public companies file with the SEC. This is because funds are exempt from the reporting requirements of the Securities Exchange Act of 1934 (Exchange Act) that would otherwise apply, because funds issue securities, or in the case of ETFs, because they are traded on national stock exchanges.

ETVs, on the other hand, are not regulated under the Investment Company Act because they do not invest in securities. They invest instead in currency, commodities like gold, and spot bitcoin and other cryptocurrencies, or commodity-based derivative products like futures and swaps on agricultural products or cryptocurrency.

Because they are not regulated under the Investment Company Act, but their share offerings are registered under the Securities Act of 1933 (Securities Act), ETVs are generally required to file periodic reports under the Exchange Act. Specifically, ETVs file three quarterly reports on Form 10-Q, an annual report on Form 10-K, and event-driven current reports on Form 8-K.

SEC Proposal: Potential Areas of Comment by ETV Sponsors

The proposal (summarized in a fact sheet) is part of a broader SEC effort to reduce the costs and burdens of public company reporting, as noted in Chairman Paul Atkins’ statement announcing the rule proposal. The release solicits comments on 58 questions.

ETVs were not addressed in the SEC’s proposal, but the SEC asked for public comment on a range of issues. Broad rule proposals like this provide a fertile opportunity for comment not only on issues raised by the proposed rules but also on any tangential issues.

Accordingly, ETV sponsors, counsel, and trade associations may want to consider submitting comment letters. In doing so, commenters should consider:

• Semiannual report proposal. Commenters may wish to express support for the semiannual report proposal.

• Tailored periodic report and prospectus disclosure. ETV periodic reports and prospectuses are required to include disclosure relating to matters that may be material to investors in public companies but not to ETV investors. The rule proposal solicits comment on whether certain disclosure requirements of Form 10-Q should be revised to reduce the burden on reporting companies. The SEC also invited comments on whether any other disclosure requirements of Form 10-Q should be revised. Commenters may wish to identify specific disclosure requirements that are not material to ETV investors and request that they be eliminated for 10-Qs, as well as 10-Ks and prospectuses.

Alternatively, to address the current length and complexity of ETV periodic reports and prospectuses, commenters may ask the SEC to go one step further and consider permitting ETVs to prepare shareholder reports and prospectuses comparable to those of mutual funds and ETFs, some of which have similar investment objectives and strategies to those of ETVs.

There is recent precedent for such a proposal. In 2024, the SEC adopted rule and registration form amendments to permit registered index-linked annuities (RILAs) to register on a tailored Investment Company Act registration form, notwithstanding that RILAs are not subject to the Investment Company Act. Before such amendments, RILAs, although similar to annuity products that are registered under Investment Company Act, were subject to the same prospectus disclosure requirements and many of the filing and procedural rules as ETVs.  

While such requests arguably could extend beyond the scope of the current semiannual report proposal, we note that in recent years the SEC has both acknowledged and addressed other issues impacting the ETV industry:

• In 2019, the SEC proposed rules to modify the registration, communications, and offering processes for closed-end investment companies. Among other things, the SEC proposed to permit certain closed-end funds to register an indefinite amount of securities and pay registration fees based on their net issuance of shares within 90 days after the fund’s fiscal year-end. ETV issuers and their counsel took this opportunity to file comment letters urging the SEC to permit ETVs to use this process. In response, the SEC adopted so-called pay-as-you-go rules for ETVs that eliminate inadvertent oversales and corresponding “emergency” registration statements to register new shares. In addition, the new rules permit redemptions to be used to offset sales so that fees are paid only on net sales.

• More recently, in September 2025, the SEC issued an order approving new “generic” listing standards for ETVs (other than leveraged or inverse funds), including those backed by crypto assets. ETVs may now launch without going through often protracted “19b-4” individual listing application proceedings, which the SEC for years had used to block crypto ETVs. We noted at the time that the new rules “will likely result in a crescendo of new crypto ETP launches.” Since then, at least 10 ETV sponsors have filed multiple registration statements for new ETVs, many of them crypto ETVs.

Conclusion

The SEC’s recent rule proposal to permit public companies to file semiannual reports instead of 10-Qs presents an opportunity for ETV sponsors, counsel, and trade associations to file comment letters supporting the application of the new rules to ETVs. Commenters may also want to consider asking the SEC to address other issues of importance to the ETV industry.

Comments should be received on or before July 6, 2026. Carlton Fields is considering whether to file a comment letter. We would welcome input from any interested parties. If you would like to discuss any issues that could be addressed in our letter, please contact the authors of this article.