On May 5, 2026, the U.S. Securities and Exchange Commission (the SEC or Commission) issued proposed rule and form amendments that would, if adopted as proposed, allow public companies to file a semiannual report on new Form 10-S in lieu of three quarterly reports on Form 10-Q each fiscal year. The proposal would amend Rules 13a-13 and 15d-13 of the Securities Exchange Act of 1934 (the Exchange Act) and make a series of conforming amendments across SEC rules and forms to enable existing public companies and companies going public to elect semiannual reporting.

How Semiannual Reporting Would Work Under the Proposal 

Under the proposal, companies subject to reporting obligations under Exchange Act Section 13(a) or 15(d) that are currently required to file quarterly reports on Form 10-Q under Rules 13a-13 or 15d-13 would be permitted to change their interim reporting frequency from quarterly, on a Form 10-Q, to semiannually, on new Form 10-S.

Semiannual Report on Form 10-S

If a company were to elect semiannual reporting, it would file one Form 10-S covering the first six months of the fiscal year and an annual report on Form 10-K. Companies preferring to maintain a quarterly reporting cadence would continue to file three Form 10-Qs and a Form 10-K. As proposed, Form 10-S would require substantially the same narrative and financial information as Form 10-Q, but for a six-month period rather than a quarter. The due date for Form 10-S would track current Form 10-Q deadlines—40 days after period end for large accelerated filers and accelerated filers, and 45 days for non-accelerated filers. 

Election for Semiannual Reporting

A company’s election to report semiannually would be made through an annual checkbox on the cover page of its Form 10-K. As proposed, checking the box would be the sole method to elect semiannual reporting for the next fiscal year’s interim reporting cycle; conversely, leaving the box unchecked would mean the company is electing quarterly reporting for its next fiscal year. The election would apply beginning with the first interim period of the fiscal year in which the Form 10-K that contains the election is filed, and would be binding for that fiscal year, with no mid-year changes permitted. For example, if a calendar-year company elected semiannual reporting by checking the box on the cover page of its fiscal year 2026 Form 10-K, filed in February 2027, then it would be electing semiannual reporting for its fiscal year 2027, and a semiannual report for the period ended June 30, 2027, would be due in August 2027. Companies wishing to continue semiannual reporting in future fiscal years would need to affirmatively re-elect the option by marking the checkbox on their Form 10-K cover pages.

Correction Mechanism for Inadvertent Checkbox Errors

Given the importance of the checkboxes to a company’s election and as a signaling tool for its reporting frequency, careful attention to the checkboxes would be necessary. Recognizing the potential significant consequences of inadvertent errors, the proposal would provide a mechanism for companies to correct an inadvertent checkbox error by filing a Form 10-K/A as soon as practicable after discovery, but no later than the due date for the company’s first Form 10-Q for that fiscal year. If the amendment is solely for the checkbox correction, the Commission indicates that it would not expect the company to refile Sarbanes-Oxley certifications, and a timely correction would not affect timeliness status for purposes of Form S-3 eligibility. 

Companies Conducting IPOs and Other First-Time Registrants 

The SEC proposes to add a comparable election checkbox to the cover pages of registration statements (including Forms S-1, S-3, S-4, and S-11) under the Securities Act of 1933 (the Securities Act) and Exchange Act registration statements on Form 10. For companies undertaking initial registration (e.g., a company conducting an initial public offering), the election could be changed at any time prior to effectiveness of the registration statement; after effectiveness, cadence changes would be governed by the annual election structure under Rules 13a-13 and 15d-13. 

For newly public companies that have opted in to semiannual reporting, the proposal uses a familiar “later-of” construct to determine the due date for the first Form 10-S. The initial Form 10-S would be due the later of (i) 45 days after the effective date of the registration statement or (ii) the date it would have been due had the company already been subject to Exchange Act reporting.

Regulation S-X Amendments  

The proposal includes amendments to Regulation S-X to incorporate semiannual reporting and to streamline the rules regarding the age of financial statements. As part of these proposed updates, the Commission is proposing amendments to revise age requirements for interim financial statements. Under current rules, updating determinations frequently rely on fixed day counts, often 130 days or 135 days, depending on filer status, which can sometimes result in interim financial statements being required in a Securities Act filing before the same information is required to be filed in a periodic report. The SEC proposes replacing fixed day counts with a simplified test tied to a company’s Exchange Act reporting cadence. As proposed, a company would include interim financial statements as of the end of its most recently completed fiscal quarter (for quarterly filers) or the most recently completed semiannual period (for semiannual filers) that has been filed—or is required to be filed—on or before the filing date. For nonreporting companies that are “in registration,” the proposal would require inclusion of the interim financial statements that would have been required if the company was an Exchange Act reporting company. 

The Commission acknowledges that, for semiannual filers, this approach could result in registration statements containing less current interim financial information than would be required under current rules. The proposal frames this outcome as a trade-off intended to reduce regulatory burdens associated with more frequent interim updating. 

Changes in Reporting Cadence from Year to Year

The proposal is structured to avoid intra-year cadence shifts. A company that does not affirmatively re-elect semiannual reporting in its Form 10-K would revert to quarterly reporting for the current fiscal year beginning with the Form 10-Q due for the first quarter of the year.

The proposal discusses potential considerations associated with a change in cadence, including circumstances in which a company that reports semiannually for one year and then reverts to quarterly reporting may need to prepare comparative prior-year quarterly financial statements for inclusion in its first Form 10-Q. Those comparative quarterly financial statements may not have been presented separately in the prior Form 10-S and could require additional preparation and independent accountant review. The proposal also notes that changes in reporting frequency may have implications for Management’s Discussion and Analysis, which is often structured around quarter-to-quarter or year-over-year comparisons.

Other Conforming Amendments and Practical Compliance Notes 

The proposal includes numerous conforming amendments to forms and rules that incorporate quarterly reporting concepts, including in both Securities Act and Exchange Act forms. Some of these changes could affect deadlines for filing material contracts or acquisition agreements, and could have the practical effect of lengthening trading blackout periods and/or the cooling-off period for director and officer Rule 10b5-1 trading plans for semiannual filers.

The proposal observes that registered offerings often drive demand for reviewed interim financial statements, comfort letters, and more current financial information than the minimum required under Regulation S-X. While the proposal is intended to reduce regulatory updating obligations, offering-related practices, investor preferences, debt covenants, or other regulatory requirements, among other things, could influence a company’s decision-making about the timing and frequency for preparing interim financial information.

More broadly, the SEC acknowledges that adoption of a semiannual framework may require adjustments across the reporting ecosystem. The proposal discusses potential interactions with exchange listing requirements, accounting and auditing standards, federal agency regulations that incorporate Form 10-Q filing requirements, and state laws that reference Form 10-Q, and contemplates coordination with relevant standard setters and market participants.

What This Could Mean for Public Companies 

Because the proposed framework would be optional, companies would retain discretion over whether to adopt semiannual reporting. The proposal identifies potential benefits, including possible time and cost savings related to reduced frequency of preparing Form 10-Q filings. At the same time, the Commission highlights factors that could limit realized efficiencies, such as debt covenants and contractual obligations tied to quarterly financial information, offering practices that rely on reviewed quarterly information, and considerations relating to disclosure controls, internal controls, and audit procedures. The perspectives of other stakeholders—including underwriters, analysts, creditors, auditors, and shareholders—may influence how companies evaluate the potential effects of a change in interim reporting frequency.

Timing and Comment Process 

The comment period will remain open until July 6, 2026, and comments may be submitted by email, SEC comment form, or in paper form, with instructions available here. In addition to soliciting broad feedback on the costs and benefits of optional semiannual reporting, the Commission poses several specific and, in some cases, open-ended questions, including questions regarding:

• investor use of quarterly information;
• potential effects on market efficiency and analyst coverage;
• implications for audit review practices and internal control assessments;
• interactions with capital-raising and shelf registration practices; and
• whether additional guardrails or disclosure conditions should apply to companies that elect a reduced interim reporting cadence.

Companies and other market participants with views on these issues may wish to consider engaging during the comment process.

Wilson Sonsini would be pleased to discuss the proposal and its mechanics and help assess how the optional framework could intersect with a company’s existing reporting obligations and planning considerations, if adopted. For more information, please contact any member of the firm’s Public Company Representation practice.