On May 5, 2026, the U.S. Securities and Exchange Commission (SEC) announced that it issued proposed rule and form amendments that would give public companies the option to move away from quarterly reporting toward a semiannual reporting model. The following is a brief summary of the proposed amendments, with a more detailed client alert to follow. Please also see the SEC’s Fact Sheet summarizing the proposed amendments, available here.

The proposed amendments would allow reporting companies to elect to file a new Form 10‑S covering a six‑month period in place of the traditional three quarterly Form 10‑Qs filed each fiscal year. Under the proposed amendments, Form 10‑S would largely track the disclosure requirements of Form 10‑Q, including MD&A and U.S. GAAP financial statements reviewed by an auditor, but for a six‑month period. In addition, filing deadlines would remain similar—40 or 45 days after the end of the first half of the fiscal year, depending on filer status. Public companies would be able to opt in to the semiannual reporting regime on an annual basis by marking a check box on the cover page of the annual report on Form 10-K. Companies that are going public (e.g., a private company undertaking an initial public offering) would make their initial election by checking the box on the cover page of their registration statement.

The proposed amendments include a broad set of conforming amendments to Regulation S‑X, Regulation S‑K, and numerous Securities Act and Exchange Act rules and forms tied to quarterly reporting concepts. For example, the proposed amendments would include an amendment to Rule 10b5‑1 to align insider trading plan requirements with a semiannual reporting cycle—changes that, as drafted, could result in longer cooling‑off periods for directors and officers at companies that opt in to semiannual reporting. The SEC also proposes adjustments to financial statement age and staleness requirements to reflect the optional shift away from quarterly reporting.

The proposed amendments will be subject to public comment for 60 days following publication in the Federal Register.