SEC Proposes Optional Semiannual Reporting for Public Companies

On May 5, 2026, the U.S. Securities and Exchange Commission (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. The election would be optional, made annually on the cover page of Form 10-K, and reversible.

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 58 numbered questions, including whether semiannual filers should face heightened liability for voluntary quarterly disclosures, and whether second-half financial information should be broken out separately in Form 10-K.

Key Mechanics

Election
A reporting company would elect semiannual reporting by checking a box on the cover page of its Form 10-K. The election is annual and locks in for the entire fiscal year; leaving the box unchecked defaults to quarterly reporting. To revert to quarterly reporting, the company would leave the box unchecked on the next Form 10-K. Companies undergoing an initial public offering would check a similar box on the cover page of the registration statement filed.

Form 10-S
This new form would be substantively identical to Form 10-Q but covering a six-month period rather than a fiscal quarter. Financial statements would be reviewed (not audited) by an independent public accountant under Rule 10-01(d) of Regulation S-X and PCAOB Auditing Standard 4105, with iXBRL tagging required. Filing deadlines mirror Form 10-Q (40 days for large accelerated and accelerated filers; 45 days for all other registrants), measured from the end of the first six-month period. The second six-month period would continue to be subsumed in Form 10-K, although the SEC expressly solicited comment on whether to require a separate breakout in Form 10-K.

Switching
Switching from quarterly to semiannual reporting is mechanically straightforward. Switching back from semiannual to quarterly requires preparing comparable prior-year quarterly financial statements (which would have been subsumed in the prior Form 10-S), including ensuring an independent public accountant has reviewed those comparable quarterly periods. A company that mischecks the box can amend its Form 10-K up to the due date of its first Form 10-Q for the fiscal year covered by the erroneous election. Such an amendment would not require new certifications under Sections 302 or 906 of the Sarbanes-Oxley Act of 2002, nor would it affect the company’s timeliness for purposes of determining Form S-3 eligibility.

Companion Regulation S-X amendments
The proposal would consolidate the rules governing the age of financial statements to eliminate redundancy and accommodate semiannual reporting. Further, the proposal would amend the requirements to ensure that financial statements in registration statements filed by semiannual filers are not considered “stale” under existing rules. The SEC has not proposed substantive changes to the Item 2.02 Form 8-K earnings release framework. Earnings releases included as exhibits under Item 2.02 would remain “furnished” rather than “filed.”

Practical Considerations for Companies Evaluating the Switch

Companies should weigh any cost savings from semiannual reporting against several practical and structural considerations, many of which the SEC itself has flagged for comment.

Voluntary earnings releases and conference calls
The proposal does not require companies to discontinue issuing quarterly earnings releases or hosting earnings calls. Companies electing semiannual reporting must therefore decide whether to continue issuing first- and third-quarter earnings releases voluntarily and, if so, whether to host conference calls. Continued voluntary quarterly disclosure preserves much of the current information cadence and may be necessary to maintain analyst coverage and investor expectations, though it still requires significant time and attention from management and input from advisers. Companies should also note that earnings releases are not required to be prepared in accordance with GAAP or to include disclosures or certifications related to disclosure controls and procedures or internal control over financial reporting. The SEC has solicited comment on whether to change this for semiannual filers, including potentially requiring auditor review of voluntary first- and third-quarter earnings releases and treating Item 2.02 Form 8-Ks as “filed” rather than “furnished.”

Insider trading policies and trading windows
Many public company insider trading policies tie open trading windows to the timing of quarterly earnings releases and Form 10-Q filings. A semiannual filer that ceases to issue quarterly earnings releases would face longer continuous blackout periods at the open and close of each six-month reporting period. Companies should expect to update insider trading policies, reassess Rule 10b5-1 plan adoption practices and cooling-off periods, and consider whether longer information-asymmetry intervals warrant tighter pre-clearance procedures. The SEC has expressly asked whether semiannual reporting increases insider trading risk and what mitigations companies could adopt.

Debt covenants and lender reporting requirements
Most credit agreements, indentures, and Rule 144A bond documents require quarterly delivery of financial statements, often with explicit reference to Form 10-Q or with covenant compliance certificates tied to quarterly financial metrics. A move to semiannual SEC reporting will not automatically eliminate these contractual obligations. Companies should review and consider how to comply with such requirements under existing credit facilities, indentures, and private placement documents before electing semiannual reporting. As a practical matter, many lenders will likely continue to demand quarterly financial information regardless of SEC reporting cadence, which could leave companies preparing internal quarterly financials without the offsetting benefit of public disclosure.

Capital raising and comfort letters
Semiannual filers will face practical constraints in registered offerings. Underwriters typically require comfort letters from independent accountants providing negative assurance on subsequent changes, and PCAOB Auditing Standard 6101, paragraph .46, permits negative assurance only as of a date less than 135 days from the most recent audited or reviewed period. The SEC has flagged that AS 6101 may need to be revised to accommodate semiannual reporting and has solicited comment on whether semiannual filers will, in practice, continue to retain independent accountants for quarterly reviews to support capital raising. Companies that anticipate frequent capital markets activity, including follow-on offerings, at-the-market programs, or shelf takedowns, should weigh this carefully when considering semiannual reporting.

Acquired business financial statements
Companies with active M&A pipelines should note that the proposed amendments to Regulation S-X may result in pre-acquisition interim financial statements covering up to six to nine months never being filed by a semiannual filer, depending on the timing of the acquisition relative to the company's reporting cycle. The SEC has expressly solicited comment on whether to require additional pre-acquisition financial information (such as summarized interim financials of the acquired business) to address this gap, but no requirement is proposed in the release.

Industries Most Likely to Benefit

The proposing release expressly cites pre-revenue biotechnology companies as a category for which semiannual reporting may be particularly well-suited. Investors tend to focus on clinical milestones and regulatory developments rather than on incremental quarterly financial performance. The same applies to the broader pre-commercial life sciences industry, including medical device, diagnostics, and gene/cell therapy companies whose value drivers are regulatory clearance and clinical readouts. Others that may benefit from semiannual reporting include non-traded companies that are still subject to the reporting requirements of the Exchange Act, and closely held, thinly traded public companies with limited analyst following and infrequent capital markets activity.

In contrast, companies with active analyst followings, frequent capital raising activity, or significant institutional ownership demanding a quarterly information cadence may find the practical benefits of semiannual reporting more limited.

Comment Period and Next Steps

The proposing release solicits extensive public input. The comment period closes 60 days after publication of the proposing release in the Federal Register.

Companies and other market participants interested in the outcome should consider whether to comment, particularly on questions where the SEC has signaled possible direction changes between proposal and adoption. These include:

• Whether voluntary quarterly earnings releases by semiannual filers should be reviewed by an independent public accountant;
• Whether Item 2.02 Form 8-Ks should be “filed” rather than “furnished” for semiannual filers;
• Whether second-half financial information should be broken out in Form 10-K; and
• Whether the PCAOB’s standards should be amended to accommodate semiannual reporting in comfort letter practice.

Also, Commissioner Hester Peirce encouraged commenters to address whether the SEC should also adjust the reporting burden in Form 10-Q itself instead of or in addition to merely adjusting the frequency of reporting.

Carlton Fields will continue to monitor developments and provide additional guidance as the rulemaking proceeds. If you have any questions or would like more information about the issues discussed in this publication, please contact the author of this article.