On May 5, 2026, the Securities and Exchange Commission (SEC) proposed amendments that would allow domestic public companies to elect optional semiannual reporting in lieu of the current quarterly reporting regime. The proposal would introduce new Form 10-S for interim reporting, which would largely mirror the substantive requirements of Form 10-Q but cover a six-month period rather than a fiscal quarter. The semiannual framework would be optional, and reporting companies that do not elect it would continue filing quarterly reports. Companies would make the election annually by checking a new semiannual box on the cover page of Form 10-K. The election could not be changed until the following year’s Form 10-K filing. The proposing release also contemplates conforming amendments to Regulation S-X, including revisions to age-of-financial-statements requirements, to align Securities Act of 1933, as amended, and Securities Exchange Act of 1934, as amended, disclosure rules with a semiannual reporting structure.

Companies considering a shift to semiannual reporting will need to weigh a range of legal and business considerations. While the semiannual reporting system would likely reduce legal, accounting, and compliance costs, it may also present drawbacks, including reduced engagement with investors, more limited access to capital, and potential covenant compliance issues under existing financing arrangements. Seasonality and earnings volatility are also relevant factors, as companies with more variable results may benefit from more frequent disclosure. In addition, capital markets practice remains uncertain: underwriters may be reluctant to market offerings using financial statements that are up to six months old, and auditors may be unwilling to provide customary comfort letters on that basis. Finally, many credit agreements, note indentures, and other contracts require companies to make quarterly SEC filings even if they are not legally required to do so, so registrants that are party to such contracts, or may be in the future, may be unable to use Form 10-S.

Pending adoption of final rules, issuers should treat the proposal as an opportunity to assess their legal, accounting, financing, and investor relations frameworks to determine whether a semiannual reporting cadence would be appropriate if the proposal is adopted.