The U.S. Securities and Exchange Commission (SEC) proposed a suite of rule amendments on May 5, 2026, that would permit public companies to optionally file one semiannual report each year on a new Form 10-S to fulfill interim reporting obligations under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act). Currently, most public companies are required to file three quarterly reports on Form 10-Q each year, a cadence that has not been revisited since its adoption in 1970.

Public companies that want to take advantage of semiannual reporting would make the election to become semiannual reporting companies by checking a box on the cover page of such companies’ registration statements under the Securities Act of 1933, as amended (e.g., Forms S-1, S-3, S-4, or S-11), Exchange Act registration statement on Form 10, or its annual report on Form 10-K, as applicable. The SEC also proposed certain changes to Regulation S-X, as amended, to align with semiannual reporting, such as clarifying when certain financial statements would not be considered “stale.”

Form 10-S would require the same narrative disclosures and financial information as Form 10-Q, adjusted for a six-month reporting period versus the current three-month approach. The financial information required by Form 10-S would need to comply with U.S. GAAP and have been reviewed by the company’s auditor, but the financial statements for such six-month period would not be required to be audited, as is the current approach for the three-month period. All other information as required by Regulation S-K would be unchanged. Similarly, filing deadlines for the Form 10-S would mirror those of the Form 10-Q (with a due date of 40 or 45 days, depending on filer status, after the end of the semiannual period).

SEC Chairman Paul Atkins provided color as to the SEC’s proposal in a statement, stating that, though public companies still maintain an obligation to provide material information to investors, it is up to “companies and their investors [to] determin[e] for themselves the interim reporting frequency that best serves their business needs and investors.” The goal of the proposed amendment is to help with compliance efforts by creating “regulatory flexibility” for public companies, particularly for emerging growth and smaller reporting companies.

In addition, the SEC hopes that the less rigid compliance structure will help propel new companies toward the public markets to raise capital from a broader set of investors, highlighting the agency’s commitment to increasing the number of initial public offerings (IPOs) in the near future.

Companies should begin to consider the impact that an optional semiannual reporting cadence could have on their business, including capital market norms and readiness to access capital markets between reporting periods. This proposal is currently open for a 60-day comment period before the SEC makes its final determination on the adoption of these rules.