On May 5, 2026, the US Securities and Exchange Commission (SEC) proposed long-anticipated rules permitting domestic public companies to publish interim financial results on a semi-annual basis (instead of quarterly) on new Form 10-S. The proposal is the first of several that are expected to be of interest to public companies in the coming weeks and is part of a broader SEC initiative to make the public company model more attractive to businesses.

What the Proposal Does

Under current Securities Exchange Act Rules 13a-13 and 15d-13, public reporting companies are required to file three quarterly reports on Form 10-Q each fiscal year, with the fourth quarter captured in the annual report on Form 10-K. The SEC’s proposal would change that sequence and would consist of four principal components.

1. Semi-Annual Reporting Option

The proposed amendments would permit all domestic SEC-reporting companies to elect semi-annual reporting in lieu of quarterly reporting. Companies that do not make the election would continue to file Form 10-Q on the existing quarterly schedule. The election would be made annually by checking a box on the cover page of Form 10-K, or on applicable Securities Act registration statements (Forms S-1, S-3, S-4, or S-11) or Exchange Act registration statement on Form 10. Once an election is made, a reporting company cannot change it during the remaining fiscal year. The SEC believes this proposed approach would avoid potential investor confusion that could result if reporting companies were permitted to switch interim reporting frequency in the middle of a fiscal year.

 2. New Form 10-S

Semi-annual filers would report their interim results on new Form 10-S, which would require the same narrative disclosures and financial information as the current Form 10-Q, but would cover a six-month fiscal period. Form 10-S would be due 40 days (for accelerated and large accelerated filers) or 45 days (for non-accelerated filers) after the end of the first semi-annual period, which are the same deadlines that currently apply to Form 10-Q.

3. Amendments to Regulation S-X

The proposal would revise Regulation S-X to accommodate semi-annual filers. In particular, the proposed rules include amendments to financial statement “age of financial statements” rules to ensure semi-annual filers’ financial statements are not treated as stale under rules calibrated to a quarterly framework.

 4. Technical Amendments to Transition Report Rules and Other Forms

The proposal would amend Exchange Act Rules 13a-10 and 15d-10 (governing transition reports upon a change in fiscal year), as well as make conforming technical amendments to numerous existing rules and forms that reference quarterly reporting, to reflect the new optional semi-annual framework.

Stock Exchange Requirements Implicated

Notably, the proposed rules do not address stock exchange listing requirements. Nasdaq Rule 5250(d)(3) currently requires distribution of quarterly financial information to shareholders, for example. We anticipate that affected exchanges will consider conforming changes to their listing standards in the near term to provide listed companies with the flexibility to follow SEC rules.

Timing and Next Steps

Public comments are due 60 days after publication of the proposal in the Federal Register, and we expect a robust comment period. Following the close of the comment period, the SEC will review comments and determine whether to issue a final rule. We anticipate that the process will move efficiently toward finalizing this proposed rule given the strong interest and focus on this matter.

Key Considerations

The SEC’s proposing release posits that a shift to semi-annual reporting could benefit public companies and reduce compliance costs in time and money, provide less distraction from running the day-to-day business, reallocate attention from interim reporting to company strategy, provide additional time for new product development, and allow companies to engage in transactions that might not be possible when management is focused on preparing interim reports. Assuming the SEC in the future adopts the proposed rules, companies considering a move to semi-annual reporting from the current quarterly cadence should consider the following issues:

• Market Practices: Market practices may differ across industries and public companies of different sizes. Companies considering a move to semi-annual reporting should assess what peer companies and companies of similar size in other industries elect to follow.
• Contractual Obligations: Debt covenants and other contractual arrangements may still require quarterly reporting notwithstanding a change in SEC rules. A covenant that explicitly requires quarterly reporting will require amendment or waiver before a company moves to a less frequent reporting cycle. A covenant that only requires a company to make timely filings with the SEC would seem to permit greater flexibility to change to a semi-annual cycle.
• Investor Expectations: Institutional investors have expressed a range of views on portfolio companies moving to semi-annual reporting. Some are against a change under any circumstances, but others have signaled greater flexibility, particularly for mature public companies whose financial results do not fluctuate materially from quarter to quarter. Companies considering a change to semi-annual reporting should take into account investor sentiment and potential market reaction.
• Insider Trading Compliance: Companies that elect semi-annual reporting should consider how their insider trading compliance programs (including trading windows and blackout periods) and earnings release practices will need to be adapted.
• Expectations of other exchanges: Companies with dual-listings in the US and outside the US will need to consider applicable stock exchange listing requirements and local law to determine whether a movement to semi-annual reporting is permissible in all affected jurisdictions.
• Underwritten Securities Offerings: We expect market practice around securities offerings to evolve for companies electing to report semi-annually. Even if SEC rules would permit an offering on financial statements that are six months old, underwriters may be less comfortable going to market with interim financial statements older than 135 days. Other prudential factors may also encourage companies on a six-month reporting schedule to disclose material interim developments. Quarterly ATM programs, for example, may pose unique challenges. Accordingly, companies reporting under a semi-annual cycle may still be motivated to publicize quarterly results or flash numbers, at least when contemplating an offering of securities. Again, practices across industries and companies of different sizes may diverge.