On May 5, 2026, the US Securities and Exchange Commission (the “SEC”) proposed amendments that would give public companies the option to file semiannual reports in lieu of quarterly reports to meet their interim reporting obligations under the federal securities laws. 

In his statement regarding the proposed amendments, SEC Chairman, Paul Atkins, indicated that the proposed amendments are part of his “Make IPOs Great Again” agenda that is aimed at incentivizing companies to go and stay public, and the SEC noted that its proposal would provide public companies with the flexibility to determine the frequency of interim reporting that best suits its particular circumstances. The full text of the SEC’s proposed amendments can be found here.

Proposed Amendments to Interim Reporting Requirements

The SEC is proposing to amend Rules 13a-13 and 15d-13 under the Securities Exchange Act of 1934 (the “Exchange Act”) to allow all companies subject to reporting obligations under Sections 13(a) and 15(d) of the Exchange Act (also referred to as “Exchange Act reporting companies”) that currently file quarterly reports on Form 10-Q to instead elect to file a single semiannual report on proposed Form 10-S. The election would be made on an annual basis, meaning that companies could switch back and forth between quarterly and semiannual reporting from year to year as their circumstances change or as desired. Under the proposed amendments, an Exchange Act reporting company that elects semiannual reporting would file one Form 10-S covering the first six months of its fiscal year, with the second half of the year captured in the company's annual Form 10-K, cutting the number of standalone interim reports from three to one.

The substantive disclosure requirements under proposed Form 10-S would be identical to the current requirements of existing Form 10-Q, adapted for a six-month reporting period instead of a three-month reporting period. Similar to Form 10-Q, the financial statements for a semiannual period would be required to be prepared in accordance with US GAAP and reviewed by an auditor, but would not be required to be audited. 

Companies that elect to file semiannual reports would have a similar deadline to file their Form 10-S as they would to file a Form 10-Q, with the Form 10-S due 40 or 45 days (depending on the company’s filer status) after the end of the first six-month period of the company's fiscal year.

Amendments to Regulation S-X

The SEC's proposed amendments regarding semiannual reporting also include certain proposed amendments to Regulation S-X, including revisions to the rules governing financial statement requirements in periodic reports, registration statements, and proxy statements to reflect the new optional semiannual reporting approach. Specifically, the SEC is proposing changes to the age of financial statement requirements in Regulation S-X to ensure that financial statements in registration statements filed by semiannual filers would not be considered “stale” under existing rules, which are currently aligned with a quarterly reporting framework.

Considerations for Public Companies

As the SEC indicates in its proposed amendments, if the proposed amendments become final, Exchange Act reporting companies will need to select the interim reporting framework that best suits its particular situation by checking the semiannual reporting box on its Form 10-K. Considerations may include, among other things, the company’s stage of development, investor and analyst expectations and preferences and market perception, communications strategies, potential cost savings, disclosure practices in the company’s particular industry, contractual obligations and other regulatory requirements applicable to the company, and the potential impacts on “blackout” periods or windows during which the company's insiders are prohibited from trading in the company's stock. 

Our proposal would provide an Exchange Act reporting company with the flexibility to determine the frequency of interim reporting that best suits its particular circumstances, such as its ability to bear the costs of preparing the quarterly reports, the stage of its business development, and the expectations of its investors, without undermining fundamental investor protections.

www.sec.gov/...