SEC Proposes Optional Semiannual Reporting for Public Companies in “Make IPOs Great Again” Agenda

On May 5, 2026, the Securities and Exchange Commission (SEC) proposed a significant to the public company reporting framework that would allow public companies that currently file quarterly reports on Form 10-Q to elect instead to file one semiannual report on new Form 10-S, together with their annual report on Form 10-K. If adopted, the proposal would not eliminate quarterly reporting; rather, it would make semiannual reporting an optional election available to individual issuers. Companies that do not elect semiannual reporting would continue to file three Forms 10-Q and one Form 10-K each fiscal year.

This alert summarizes the key terms of the proposal and identifies practical considerations for public companies, IPO candidates and other market participants.

What the Proposal Would Do

New Form 10-S. Under the proposal, an Exchange Act reporting company that elects semiannual reporting would file one Form 10-S for the first six months of its fiscal year and one Form 10-K for the full fiscal year. The second six-month period would be reflected in the annual report rather than in a separate interim filing.

Filing Deadlines. Form 10-S would be filed 40 days after the end of the first semiannual period for large accelerated filers and other accelerated filers, and 45 days after the end of the first semiannual period for all other reporting companies. These deadlines would mirror the current Form 10-Q deadlines.

Eligible Reporting Companies. Under the proposal, any reporting company currently required to file quarterly reports on Form 10-Q would be eligible to elect semiannual reporting on new Form 10-S. This option would be available without regard to filer status, revenue, market capitalization or other eligibility criteria. The proposed rule is intended to provide all Exchange Act reporting companies with flexibility to select the interim reporting cadence that best serves the company and its investors.

Voluntary Election to Report Semiannually. The SEC proposed adding a check box to the cover pages of Forms S-1, S-3, S-4, S-11, 10 and 10-K to indicate whether a reporting company or pre-IPO company has elected to file semiannual reports pursuant to Exchange Act Rules 13a-13(b) or 15d-13(b). A reporting company would make its election for the upcoming fiscal year in its Form 10-K for the fiscal year then ended. A pre-IPO company would make the election in its registration statement on Form S-1 or other applicable SEC form. Leaving the box unchecked would indicate that the company will report quarterly. Once made, the election would apply for the remainder of that fiscal year.

Required Disclosure under Form 10-S. Proposed Form 10-S would generally require the same categories of disclosure as Form 10-Q, but for a six-month period rather than a quarter. Required disclosure would include, among other things, MD&A, legal proceedings, material changes in risk factors, unregistered sales of equity securities and use of proceeds, defaults on senior securities, certain director nomination and insider trading plan disclosures, and exhibits. The semiannual financial statements would be prepared in accordance with U.S. GAAP, reviewed by an auditor (but not required to be audited), tagged in Inline XBRL, and subject to existing disclosure-control requirements and the current non-GAAP requirements under Regulation G and Item 10(e) of Regulation S-K.

Changes to Financial Statement Updating Requirements in Registration Statements. The proposal would also revise Regulation S-X to align financial statement updating requirements in registration statements with a company’s selected interim reporting cadence. Under current rules, U.S. domestic IPO issuers and public companies generally must update a registration statement on Form S-1 with interim financial statements when the most recent financial statements are 130 or 135 days old, depending on filer status, before effectiveness. Under the proposal, the SEC would consolidate and simplify these requirements by integrating Rule 3-12 into Rule 3-01 and replacing the 130- or 135-day age test for interim financial statements with a cadence-based test. A registrant would include interim financial statements for the most recently completed fiscal quarter, for quarterly filers, or fiscal semiannual period, for semiannual filers, for which a Form 10-Q or new Form 10-S has been filed or is required to be filed on or before the relevant filing date. IPO issuers and other companies not yet subject to Exchange Act reporting would apply the rule as if they were already required to file Form 10-Q or Form 10-S. As a result, a U.S. domestic company that elects semiannual reporting could, in some circumstances, include less frequent interim financial statements in a Securities Act registration statement than would be required under the current quarterly reporting framework, although market practice, underwriter diligence, comfort letter requirements and liability considerations may still lead companies to provide more current quarterly financial information. In this respect, the proposal would move electing U.S. domestic semiannual filers closer to the semiannual interim financial statement cadence familiar to foreign issuers using Form F-1 registration statements, although the applicable forms, Regulation S-X framework, accounting standards and age-of-financial-statement rules would remain distinct.

Comment Process and Timeline

Since the publication of the rule proposal, the SEC has received more than 600 comment letters as of the date of this article, which are primarily from individual investors, company management, CPAs, financial advisors and members of the investment community. A majority of the submitted comments opposed the proposed semiannual reporting framework. All comments submitted to the SEC are available on the SEC’s . The SEC’s comment period for this rule proposal will end on July 6, 2026.

The Manatt Capital Markets team is available to help companies evaluate the proposed reporting framework and navigate the SEC’s evolving regulatory landscape. Please contact the authors with any questions.