SEC Proposes Semiannual Reporting Alternative to Quarterly Reporting for Domestic Public Companies

On May 5, the Securities and Exchange Commission proposed rule and form amendments¹ (Proposed Amendments) that would significantly change reporting requirements under federal securities laws, allowing domestic public companies to file semiannual reports instead of quarterly reports.²

Public companies have been required to file quarterly reports since the SEC amended Rules 13a-13 and 15d-13 of the Securities Exchange Act of 1934 in 1970. The 1970 amendments supplanted then-standard semiannual reporting on Form 9-K with quarterly reporting on Form 10-Q. The Proposed Amendments would replace the quarterly reporting requirement and would give public companies the option of electing to file either semiannually or quarterly.

Election Mechanics and Frequency of Reporting

Under the Proposed Amendments, public companies each year would have the option of electing one of two reporting frameworks. Under the semiannual reporting framework, they would file two reports each year — an annual report on Form 10-K and a semiannual report on Form 10-S. Under the quarterly reporting framework, they would, consistent with current practice, continue filing four reports each year — an annual report on Form 10-K and three quarterly reports on Form 10-Q.

Any public company looking to follow the semiannual reporting framework would have to check a box on the cover page of its Form 10-K when filing its annual report. Failure to do so would force the company to continue filing under the quarterly reporting framework for another year, as the Proposed Amendments would not permit companies to change their reporting requirements midyear.

For most companies, this effectively means that the first opportunity to switch to the new semiannual reporting framework would be in early 2027, when most companies file their Form 10-K.

Timing

The filing deadlines for Form 10-S would generally mirror those for the current Form 10-Q. Large accelerated filers (as defined in 17 CFR § 240.12b-2) would have to file within 40 days after the end of the semiannual period, whereas most other filers would have to file within 45 days thereof.

Requirements Under Form 10-S

Form 10-S would require many of the same financial and narrative disclosures as required under Form 10-Q, such as Risk Factor updates and Management’s Discussion and Analysis of Financial Condition and Results of Operations. Both Form 10-S and Form 10-Q would require the same internal control over financial reporting disclosure and certifications under the Sarbanes-Oxley Act of 2002, with the controls applying to six-month rather than three-month periods.

Should the Proposed Amendments move forward, the SEC intends to amend Regulation S-X to update the requirements concerning the age of financial statements, so a company opting to file semiannually would not see its financial statements deemed stale, which could impair its ability to timely raise capital.

Eligibility

The Proposed Amendments would cover only domestic issuers. Foreign private issuers would continue to report interim financial information as currently required.

Policy Rationale and Competing Viewpoints

The SEC has framed the Proposed Amendments as an effort to provide companies greater flexibility in conducting their interim reporting, which proponents believe will reduce the cost and burden relating to corporate management. Those in favor of the Proposed Amendments argue that the negative impacts of the quarterly reporting are particularly burdensome for smaller public companies. The chair of the SEC, Paul Atkins, stated that the SEC’s existing rules are too rigid and that they have “prevented companies and their investors from determining for themselves the interim reporting frequency that best serves their business needs and their investors.”³

Opponents of the Proposed Amendments caution that the reduction in reporting would decrease market transparency and delay public dissemination of material information on which investors rely when making investment decisions. Those critical of the Proposed Amendments worry that the amendments could exacerbate information asymmetry by giving a greater edge to investors better able to access information from alternative channels that provide indirect insight into a filing company’s financial status. ⁴

Other concerns regarding the Proposed Amendments include whether processing data under the new dual framework would pose comparability issues owing to the existence of differing datasets (i.e., quarterly versus semiannually reported data). Others have noted that index providers would need to revise eligibility criteria that, prior to the Proposed Amendments, contemplate that public company financial data reported to the SEC would be made uniformly on a quarterly basis.⁵

The SEC has released a request for comment on the Proposed Amendments, with comments due on or before July 6.⁶

Hughes Hubbard continues to closely monitor these developments. For more information, or with any questions, please contact Gary Simon or Jennifer Graham.

1. The text of the proposed rule can be found at https://www.sec.gov/files/rules/proposed/2026/33-11414.pdf 

2. https://www.sec.gov/newsroom/press-releases/2026-42-sec-proposes-amendments-permit-optional-semiannual-reporting-public-companies 

3. https://www.sec.gov/newsroom/speeches-statements/atkins-statement-proposing-release-semiannual-reporting-050526 

4. https://www.federalregister.gov/documents/2026/05/07/2026-09095/semiannual-reporting 

5. https://www.reuters.com/sustainability/boards-policy-regulation/us-sec-proposes-allowing-public-companies-shift-semiannual-earnings-reports-2026-05-05/ 

6. Comments can be submitted on the SEC’s website at https://www.sec.gov/comments/s7-2026-15/semiannual-reporting#no-back