Why SEC’s Semiannual Reporting Proposal May Not End Quarterly Disclosure

On May 5, 2026, the Securities and Exchange Commission (SEC) proposed giving U.S. public companies the option to replace quarterly Form 10-Q filings with one semiannual report on new Form 10-S and one annual report on Form 10-K. Comments are due July 6, 2026.

The proposal is part of SEC Chairman Paul Atkins’ broader deregulatory agenda to encourage companies to go public, and remain public, by reducing compliance burdens while preserving investor protections. It follows other May 2026 SEC initiatives, including proposals addressing registered offering reform, issuer filer status and rescission of the 2024 climate-related disclosure rules.

Although semiannual reporting is already available to certain issuers, the proposal would be a meaningful shift for domestic Exchange Act reporting companies. Below are key practical considerations for companies evaluating whether semiannual reporting would actually reduce reporting burdens.

Quarterly Disclosure May Continue—Even Without Form 10-Q

The proposal would reduce mandatory interim reporting for companies that elect semiannual reporting, but it would not prohibit quarterly communications. A semiannual filer could still:

• issue quarterly earnings releases;
• furnish quarterly financial or operating information under Item 2.02 of Form 8-K; or
• hold quarterly earnings calls.

That flexibility may appeal to companies seeking to reduce drafting, certification, auditor review, XBRL tagging and EDGAR filing burdens while preserving a familiar investor communications cadence. The proposal also would not change core requirements for Form 8-K current reporting, proxy statements, annual reports to shareholders or Regulation FD.

Still, less frequent mandatory reporting could delay standardized financial and operating information and increase information asymmetry. Investor expectations may therefore continue to pressure many issuers to provide quarterly updates, especially if analysts and institutional investors view silence between Form 10-S and Form 10-K filings as a negative signal.

Insider Trading Policies May Need Updates

Semiannual reporting could also require companies to revisit insider trading policies, blackout periods and trading window calendars. Many policies are built around quarterly reporting cycles, with trading windows typically opening after earnings are released or a Form 10-Q or Form 10-K is filed.

Companies considering semiannual reporting should evaluate whether to:

• maintain quarterly earnings-related trading windows;
• extend blackout periods;
• modify pre-clearance procedures; and
• revisit Rule 10b5-1 plan practices.

Banking and Debt Issuers May See Limited Benefit

The proposed framework may have limited practical utility for banking companies and other issuers subject to separate regulatory or contractual quarterly reporting requirements. As the SEC notes, other federal agencies have incorporated Form 10-Q concepts into their regimes, and the SEC proposal would not automatically revise those requirements.

For example, banking regulators may still require quarterly regulatory information, including Call Reports and Federal Reserve FR Y-9C reports. In addition, bank investors and analysts typically monitor quarterly changes in net interest income and margin, deposit trends, loan growth, credit quality, capital ratios and liquidity—metrics that can move meaningfully within six months.

Similar constraints may apply to companies with credit agreements, bond indentures or other financing arrangements that require quarterly financial statements, covenant compliance certificates or periodic financial information. These obligations could require issuers to maintain quarterly controls and processes even if quarterly Form 10-Q filings become optional.

Capital Markets Practice May Still Require Quarterly Financials

Companies that regularly access the capital markets may also find that underwriter diligence expectations and PCAOB comfort letter standards preserve the need for quarterly financial information. Underwriters in registered offerings typically expect auditors to deliver comfort letters covering interim financial information and subsequent changes through a recent cut-off date.

Current PCAOB standards may limit the benefit of semiannual reporting. Under PCAOB AS 6101, auditors may provide negative assurance on unaudited interim financial information only if they have conducted an AS 4105 interim review. If no review has been performed, auditors generally are limited to reporting procedures performed and findings obtained.

As a result, semiannual filers that frequently conduct follow-on offerings, registered debt offerings, at-the-market sales, acquisition financings or shelf takedowns may still need quarterly reviewed financial information. Companies should weigh expected reporting savings against financing needs and offering calendars.

Exchange Rules May Need to Catch Up

Exchange-listed companies should evaluate how the SEC proposal would interact with continued listing standards. Exchange rules may incorporate or reflect the current Form 10-Q framework and would not be amended automatically by the SEC’s proposal.

This may be particularly relevant for Nasdaq- and NYSE-listed companies, whose rules include timely periodic reporting and shareholder-access obligations. Listed issuers may be reluctant to elect semiannual reporting until exchanges make conforming rule changes or provide interpretive guidance.

Before electing semiannual reporting, listed companies should confirm whether Form 10-S would satisfy applicable periodic reporting and shareholder-access obligations and whether technical references to Form 10-Q could create ambiguity under exchange standards.

Conclusion

The SEC proposal would give domestic public companies a new reporting election, but it may not end quarterly disclosure in practice. Investor relations expectations, analyst coverage, insider trading policies, bank regulation, debt covenants, comfort letter practice and exchange rules may continue to make quarterly information part of the public company operating model—even if quarterly Form 10-Q filings become optional.