The SEC’s latest proposal to introduce optional semiannual reporting marks one of the most significant potential changes to public company disclosure requirements in more than 50 years. For decades, quarterly reporting has been a cornerstone of U.S. capital markets. Now, with the introduction of a new semiannual option, issuers are being given something they’ve long asked for: flexibility.
A Shift Toward Flexibility
Under the proposed rule, public companies could elect to replace three quarterly Form 10-Q filings with a single semiannual report on a new Form 10-S, alongside the standard annual Form 10-K. This represents a fundamental shift from a fixed reporting cadence to a more flexible model, one that allows companies to determine what frequency best aligns with their business, investor expectations, and operating realities. Here’s what we know so far:
Optional Semiannual Reporting on Form 10-S
Public companies subject to Exchange Act Sections 13(a) or 15(d) – which are currently required to file quarterly reports on Form 10-Q – would be permitted to elect semiannual reporting using a new Form 10-S. This would allow companies to replace quarterly filings with a twice-yearly reporting cadence, alongside their annual Form 10-K.
Defined Filing Deadlines Based on Filer Status
Companies that elect semiannual reporting would be required to file their Form 10-S within either 40 or 45 days after the end of the first six-month period of their fiscal year, depending on filer status. This preserves structured timelines while reducing overall filing frequency.
Updates to Regulation S-X
The proposal also includes amendments to Regulation S-X to reflect the introduction of the semiannual reporting option. These changes aim to simplify and modernize financial statement requirements across periodic reports, registration statements, and proxy filings.
Election Process for Companies
To adopt semiannual reporting, companies would make an election by marking a checkbox on the cover page of applicable filings, including:
- Annual reports on Form 10-K
- Securities Act registration statements (Forms S-1, S-3, S-4, S-11)
- Exchange Act registration statements on Form 10
This approach is designed to streamline adoption without introducing additional administrative burden.
What Doesn’t Change
While the proposal reduces the number of required periodic filings, it does not reduce disclosure obligations. Companies would still be required to:
- Provide complete and decision-useful information in periodic reports
- Disclose material events on a timely basis through Form 8-K
- Comply with Regulation FD
In practice, this means that although reporting frequency may change, expectations for transparency and accuracy will remain consistent.
Public Comments Due By July 6, 2026
Stakeholders have the opportunity to provide feedback on the proposal before the SEC determines next steps. Companies should consider how a shift to semiannual reporting could impact their internal processes, investor communications, and overall reporting strategy as part of their evaluation. Comments are due to the SEC no later than July 6, 2026.
A Broader Regulatory Trend
The semiannual reporting proposal comes amid continued SEC activity focused on modernizing disclosure requirements and reducing reporting burdens. In parallel, the SEC has been advancing and proposing additional rules across areas such as financial disclosures, governance, and market transparency.
Taken together, these efforts suggest an ongoing reassessment of how regulatory frameworks can evolve to better align with today’s market dynamics – balancing efficiency for issuers with the needs of investors.
Flexibility with Accountability
Moving from quarterly to semiannual reporting does not lessen the need for high-quality disclosure – in fact, it may heighten it. As reporting models shift, companies must ensure their disclosures remain accurate, timely, and well-controlled, regardless of cadence. DFIN ActiveDisclosure is designed to help companies manage that complexity, providing a centralized, workflow-driven environment that strengthens collaboration, enforces governance, and maintains consistency across every filing. By supporting structured processes and connected data, ActiveDisclosure enables teams to adapt confidently to evolving requirements – helping ensure the integrity and reliability of their disclosures remain constant, no matter how often companies report.
