What does the proposed SEC rule do?

On May 5, 2026, the Securities and Exchange Commission (SEC) proposed amendments to the Exchange Act reporting regime that would, for the first time in more than 50 years, allow domestic reporting companies to file interim reports on a semiannual basis instead of quarterly. Under the proposal, companies currently required to file Form 10‑Q could elect to file a single semiannual report on new Form 10‑S, covering a six-month period, in lieu of three quarterly reports each fiscal year. Companies that do not make this election would continue filing Form 10‑Q on the existing quarterly schedule.

The proposal also includes a broad suite of conforming amendments to Regulation S‑X, Regulation S‑K, and numerous SEC forms and rules, designed to align financial statement “age” requirements, Management’s Discussion and Analysis (MD&A), internal controls, safe harbors, and other disclosure obligations with the new optional semiannual framework. The SEC frames the initiative as one of “flexibility,” intended to reduce compliance burdens and give companies more latitude to determine the interim reporting frequency that best suits their circumstances, while preserving material and timely public information for investors.

Who is eligible and how would the election work?

All Exchange Act reporting companies that currently file Form 10‑Q would be eligible to elect semiannual reporting, regardless of filer status, revenues, public float, industry, or business model. The election would be company-level and indicated by a new check box on registration statements (Forms 10, S‑1, S‑3, S‑4, and S‑11) and annual reports on Form 10‑K.

Once elected, a company would generally be expected to maintain its chosen reporting frequency for a full fiscal year. An issuer that wishes to revert to quarterly reporting would do so by unmarking the semiannual reporting box on the cover page of its next Form 10‑K, and would then resume filing Form 10‑Q beginning with the first quarter of that fiscal year. The SEC is seeking comment on whether the semiannual option should be limited to specific categories of issuers, such as emerging growth companies or smaller reporting companies, and whether a pilot program or size-based thresholds would be appropriate.

What is Form 10‑S?

Form 10‑S would be the new semiannual interim report for companies that elect this option. It would require substantially the same disclosures as Form 10‑Q, but would cover a six-month period rather than a fiscal quarter.

Part I of Form 10‑S would include:

  • Interim financial statements prepared in accordance with U.S. GAAP and reviewed (but not audited) by the company’s independent accountant, covering the first fiscal semiannual period and the corresponding period of the prior year.
  • A requirement that the MD&A be tailored to semiannual periods
  • Quantitative and qualitative disclosures about market risk
  • Disclosure regarding controls and procedures, including the same certifications currently required for Form 10‑Q.

Part II would require:

  • Disclosure of legal proceedings
  • Material changes to risk factors (for non-smaller reporting companies)
  • Unregistered sales of securities, defaults on senior securities, mine safety disclosures, and other matters currently covered by Form 10‑Q
  • Companies would also be permitted to combine shareholder semiannual reports with Form 10‑S filings, provided specified conditions are met.

Filing deadlines for Form 10‑S would track those currently applicable to Form 10‑Q: 40 days after the end of the first semiannual period for large accelerated and accelerated filers, and 45 days for all other registrants.

What changes are proposed to Regulation S‑X?

The proposal includes significant amendments to the interim financial statement and “age of financial statements” framework in Regulation S‑X.

For semiannual filers, interim statements of comprehensive income and cash flows would be presented for the first fiscal semiannual period and the corresponding prior-year period, with an option to present cumulative twelve-month information. Balance sheets would be required as of the end of the first semiannual period and as of the end of the preceding fiscal year.

The proposal would also consolidate the existing “age of financial statements” rules, currently spread across Rules 3‑01 and 3‑12, into a single, streamlined rule governing the maximum age of financial statements in registration statements and proxy materials. Age requirements would be recalibrated so that semiannual filers are not forced to prepare quarterly financials solely to satisfy Securities Act or proxy statement timing requirements, ensuring that these companies can effectively access the capital markets without producing additional financial statements for “age” compliance alone.

What other conforming amendments are proposed?

The proposal includes extensive technical amendments across the SEC’s disclosure regime to insert references to Form 10‑S and semiannual periods wherever quarterly reporting is currently referenced. Key areas of conforming change include:

  • Regulation S‑K and Exchange Act rules: References to Form 10‑S and semiannual periods would be added to key Regulation S‑K items, including those governing MD&A, internal controls, certifications, and exhibits, as well as Exchange Act rules governing disclosure controls, late filings, and the Rule 10b5‑1 cooling‑off period for insider trading plans.
  • Securities Act registration forms: Forms S‑1, S‑3, S‑4, S‑11, F‑1, F‑3, F‑4, and F‑10 would be amended to add a semiannual reporting election check box and to require registrants incorporating by reference to describe material changes since the last Form 10‑K that have not been disclosed in a Form 10‑Q, Form 10‑S, or Form 8‑K.
  • Form 8‑K, Item 2.02: The proposal would amend Item 2.02 to expressly reference completed semiannual periods, so that earnings releases for semiannual periods would be “furnished” (not “filed”) under the existing framework. Notably, the proposing release asks whether, for semiannual filers, quarterly earnings releases should instead be “filed” and subject to Section 18 liability, given the heavier investor reliance that may result from less frequent mandatory interim reports (Proposing Release, Appendix K, Form 8‑K Item 2.02).
  • Other forms and rules: Forms 6‑K, 10‑K, 12b‑25, and various foreign issuer forms would be updated to include parallel references to Form 10‑S, semiannual periods, and the new reporting framework.

How would MD&A and internal control disclosures change?

The substantive requirements for MD&A and internal control reporting would remain largely the same, but would be keyed to semiannual periods where applicable.

For MD&A, semiannual filers would discuss material changes in results of operations for the most recent fiscal semiannual period compared to the corresponding prior‑year semiannual period, and would provide summary financial information for the comparison period or cross‑reference prior filings. Quarterly filers would continue their existing practice of discussing results on a quarter‑over‑quarter basis.

For internal controls, Item 308(c) of Regulation S‑K and the related Exchange Act rules would continue to require disclosure of material changes in internal control over financial reporting. For semiannual filers, however, these disclosures and the associated officer certifications would occur once per year in Form 10‑S rather than three times per year in Form 10‑Q. The SEC specifically requests comment on whether less frequent certifications could increase the risk that material misstatements or control deficiencies go undetected for longer periods.

What are the expected benefits?

The SEC identifies several potential benefits of optional semiannual reporting. The most tangible is a direct reduction in compliance costs: companies that elect semiannual reporting would prepare one interim report per year instead of three, with corresponding savings in financial statement preparation, MD&A drafting, XBRL tagging, and legal and accounting review.

Beyond direct cost savings, the SEC suggests that less frequent reporting could allow management and boards to redirect time and resources toward strategy, capital investment, and long‑term planning, and may help mitigate the “short‑termism” that some commentators associate with quarterly earnings pressure. The SEC also notes that aggregating data into six‑month periods could reduce the granularity of competitively sensitive information available to rivals, particularly where quarterly patterns reveal seasonality or business dynamics. Finally, the SEC posits that lower reporting burdens may, at the margin, make public company status more attractive and encourage some companies to pursue or maintain public listings.

How would companies likely respond?

The SEC anticipates that issuers will fall into three broad categories.

First, some companies will become semiannual reporters, electing Form 10‑S and discontinuing routine quarterly voluntary disclosures. These companies would realize the largest compliance cost savings and experience the most significant change in their public information environment, but may also need to renegotiate debt covenants, contracts, and incentive plans that currently reference quarterly reporting metrics.

Second, many companies will remain quarterly reporters, continuing to file Form 10‑Q despite the availability of the semiannual option. These companies may benefit from signaling a commitment to transparency, particularly if the market comes to view quarterly reporting as a quality signal.

Third, a number of companies may adopt a hybrid approach, electing semiannual mandatory filings on Form 10‑S while continuing to provide some voluntary quarterly disclosures such as earnings releases and conference calls. This approach would yield intermediate cost savings but would introduce complexity around the standardization, liability, and perceived reliability of voluntary versus mandatory disclosures.

The SEC notes that issuer choices will likely depend on size, complexity, growth stage, industry practices, investor base composition, contractual and regulatory obligations, capital‑raising plans, and competitive considerations.

What should companies do now?

The comment period is scheduled to expire on July 6, 2026. Companies, investors, and other market participants should consider whether and how to engage with the rulemaking process. In particular, companies should evaluate the potential impact of semiannual reporting on their existing disclosure practices, debt covenants, equity incentive plans, investor relations programs, and capital markets access.

In assessing whether to comment, consider providing data‑backed input on expected cost savings (or increased costs) if your company were to report semiannually, the practical impediments and risks associated with changing the cadence of financial reporting, and whether any alternatives to the proposed amendments would better achieve the Commission’s objectives.

Public companies should also begin evaluating how a different cadence could affect investor relations practices, financial reporting processes, and insider‑trading compliance. Given the legal, operational, and investor‑relations considerations, companies should consult experienced outside counsel when determining the best path forward. Winthrop & Weinstine’s Securities & Corporate Finance team includes attorneys with extensive experience in SEC rules and regulations, public disclosure requirements, and a wide range of capital markets transactions. We advise public and private companies on financing growth and acquisitions and on balance sheet management through tailored equity and debt offerings aligned with business needs.

If you have questions about this alert or would like to discuss the proposal and its potential impact, please contact Vince Pecora or another Winthrop securities law attorney.

May 18, 2026