SEC Proposes Optional Semiannual Reporting for Public Companies in Lieu of Quarterly Reporting (May 8, 2026)

SEC Proposes Optional Semiannual Reporting for Public Companies in Lieu of Quarterly Reporting

Overview

On May 5, 2026, the SEC issued a proposed rule 1 that would amend interim reporting requirements to allow registrants to elect to file semiannual reports on a new Form 10-S instead of quarterly reports on Form 10-Q. Companies that elect this option could still provide quarterly financial information for the first and third quarters through earnings releases furnished on Form 8-K. Companies that do not elect the option would continue to file quarterly reports. The proposed amendments are intended to give a registrant “the flexibility to determine the frequency of interim reporting that best suits its particular circumstances.” As part of the proposal, the SEC is soliciting feedback on the potential impacts of semiannual reporting, including comparability among issuers, the timeliness of information available to investors, and the frequency of certifications related to disclosure controls and procedures (DC&P).

The proposal also includes conforming amendments to Regulation S-X and other rules and forms to accommodate a semiannual reporting framework and to simplify the existing rules regarding the age of financial statements. The proposed rule would be applicable to all companies that file quarterly reports on Form 10-Q as well as to those that file initial registration statements under the Securities Exchange Act of 1934 (the “Exchange Act”) or the Securities Act of 1933, regardless of filer status or size.

Background

The SEC introduced a semiannual reporting requirement in 1955. Since 1970, however, the SEC has required interim reporting on a quarterly basis. Under the SEC’s current interim reporting model, registrants file quarterly reports on Form 10-Q. These reports include interim financial statements prepared in accordance with Regulation S-X, Rule 10-01,2 as well as MD&A and various other information. The interim financial statements and related footnotes may be presented on a condensed basis at a level of detail allowed by Rule 10-01 but must include disclosure of any material matters that were not disclosed in the most recent annual financial statements.

In 2018, the SEC issued a request for comment 3 seeking public input on how to preserve or strengthen investor protection while reducing burdens associated with quarterly reporting. The SEC specifically asked whether certain companies should be given flexibility in reporting frequency and whether portions of the Form 10-Q could be streamlined or addressed through other mechanisms, such as earnings releases furnished on Form 8-K.

Feedback on the SEC’s 2018 request for comment was mixed. Commenters representing the investor community generally supported retaining the existing quarterly reporting framework. Many commenters from the preparer community expressed support for semiannual reporting, although they acknowledged that investors expect and value quarterly financial information. The SEC ultimately did not take further action at that time.

In September 2025, SEC Chairman Paul Atkins indicated that the Commission would prioritize the development of a proposal to allow semiannual reporting as an alternative to the current quarterly reporting framework.

The SEC’s proposed rule on semiannual reporting aligns with the current administration’s broader agenda to promote capital formation and rationalize disclosure requirements. The SEC has indicated that additional disclosure rationalization efforts are forthcoming.

Main Provisions of the Proposed Rule

Reporting Frequency and Eligibility

Under the proposal, companies subject to periodic reporting obligations under Exchange Act Section 13(a) or Section 15(d) that currently file quarterly reports on Form 10-Q would be permitted to elect semiannual reporting. A registrant electing to file semiannual reports on Form 10-S (a “semiannual filer”) in lieu of quarterly reporting would file one semiannual report on Form 10-S covering the first six months of the fiscal year rather than three quarterly reports throughout the year. The Form 10-S would require the same narrative disclosures and financial information as the Form 10-Q, adapted to a six-month period rather than a fiscal quarter.

Connecting the Dots

The SEC is proposing that semiannual filers be allowed to provide voluntary financial information on a quarterly basis (e.g., companies could still provide earnings releases or similar disclosures during the first quarter, the third quarter, or both). However, the Commission is soliciting feedback on this concept, including (1) whether companies that report on a semiannual basis but issue first- and third-quarter earnings releases should be required to file, rather than furnish,4 those earnings releases and (2) whether such releases should be subject to independent auditor review, including whether changes to current auditing standards governing review procedures would be needed.

The proposed rule would result in three categories of interim reporters:

Quarterly reporters — Filing a Form 10-Q for the first three fiscal quarters of the year.
Semiannual reporters — Filing one Form 10-S for the company’s first semiannual fiscal period of the year.
Hybrid reporters — Filing one Form 10-S and supplementing it with voluntary quarterly information that is not provided on Form 10-Q for the first and third quarters (e.g., via earnings releases).

The proposed rule would apply to registrants that currently file Form 10-Q, regardless of filer status or size, as well as to companies filing initial registration statements that would become subject to Form 10-Q reporting requirements. However, the SEC is requesting comments on whether eligibility for semiannual reporting should be limited to certain categories of registrants, such as emerging growth companies or smaller reporting companies.5 The proposed rule would not apply to companies that do not file Form 10-Q, including foreign private issuers or investment companies.

Semiannual Financial Statement Requirements

The SEC is proposing changes to Regulation S-X, Rules 10-01 and 8-03,6 to support an optional semiannual reporting framework. Under the proposal, “interim” would mean a fiscal quarter for companies that file quarterly reports and a six-month period for companies that elect semiannual reporting.

For companies that elect semiannual reporting, the required financial statements would generally include:

A condensed balance sheet as of the end of the first six months of the fiscal year.
A comparative balance sheet as of the prior fiscal year-end.
Statements of comprehensive income and cash flows for the first six months of the fiscal year and the comparable six-month period in the prior fiscal year.

These companies would not be required to provide a balance sheet for the first six months of the prior fiscal year unless it is needed to explain seasonal changes in financial condition (smaller reporting companies would be exempt from this requirement). They could also choose to present income and cash flow information for the full trailing 12-month period ending on the semiannual reporting date and for the corresponding comparable period.

In addition, because Form 10-S is intended to mirror the content of Form 10-Q, it would be expected to remain subject to Inline XBRL tagging in a manner consistent with current practice. Disclosures of non-GAAP measures on Form 10-S would also continue to be subject to the SEC’s requirements related to non-GAAP measures under Regulation G and Regulation S-K, Item 10(e).7

Electing Semiannual Reporting

To facilitate the semiannual reporting election, the SEC is proposing the addition of a checkbox to the cover page of Form 10-K for existing registrants and to registration statements, including Forms S-1, S-3, S-4, S-11, and 10. This would allow companies that have not yet begun filing Exchange Act reports to make an initial election before filing a Form 10-K. Each year, registrants would indicate whether they are electing semiannual reporting for the upcoming fiscal year, and this election would remain binding for the full year. If a registrant inadvertently fails to make the semiannual election, the registrant could correct the omission by filing an amended Form 10-K no later than the due date of its first fiscal quarter report. For registration statements, the election would determine whether quarterly or semiannual financial statements must be included in the registration statement.

In the event that a registrant transitions from semiannual reporting to quarterly reporting, the quarterly information for the prior year would be required. For example, a calendar-year-end registrant that filed a semiannual report in 2026 and decides to transition to quarterly reports for 2027 would be required to provide quarterly information for the three-month periods ended March 31, 2027 and 2026, respectively, in its first-quarter Form 10-Q even though information for the three-month period ended March 31, 2026, had not been previously reported. In this case, the registrant may need to take additional steps to prepare the financial statements for the comparable quarterly periods in fiscal year 2026, including ensuring that those interim periods have been reviewed by an independent public accountant.

Interim Reporting Deadlines

The Form 10‑S would be due 40 or 45 days after the end of the first semiannual period depending on filer status, which is consistent with current Form 10‑Q filing deadlines (i.e., 40 days after period-end for large accelerated and accelerated filers and 45 days for all other registrants). For example, Form 10-S for a calendar-year-end large accelerated or accelerated filer would be due by August 9 (i.e., 40 days after June 30), while the deadline for a nonaccelerated filer would be August 14 (i.e., 45 days after June 30). In a manner consistent with the current requirements applicable to the initial quarterly report of a company that has newly become subject to Exchange Act reporting, the first semiannual report on Form 10-S would be due by the later of (1) 45 days after the effective date of the registration statement or (2) the date on which the Form 10-S would otherwise be required to be filed.

In addition, the SEC is proposing a change to the age of financial statement requirements in Regulation S-X to ensure that semiannual filers are subject to “staleness” requirements that fit with the semiannual reporting framework. The proposal would replace the current 130 or 135 day “staleness” construct that has led to minor timing mismatches between required information in a registration statement and Form 10-Q filing deadlines. Under the proposal, when audited annual financial statements are included in a registration or proxy statement, the filing would also need to include interim financial statements for the most recently completed fiscal quarter (for quarterly filers) or semiannual period (for semiannual filers) that have been or are required to be filed as of the filing date of the registration or proxy statement. As a result, for semiannual reporters, year-end financial statements would go stale on the Form 10-S due date, and semiannual financial statements would go stale on the Form 10-K due date.8

Other Notable Items

The SEC’s proposed rule also addresses several practical and compliance considerations beyond the core election of semiannual reporting.

Comfort Letter Issues Related to Securities Offerings by Semiannual Filers

Transactions in which underwriters request comfort letters on company financial statements and related financial information could be affected by a shift to semiannual reporting. Specifically, PCAOB AS 61019 permits accountants to provide negative assurance only on changes in balances occurring after the most recent financial statements presented up to 134 days after the end of the most recent period for which the accountant has performed an audit or review. A semiannual reporter could fall outside of the 134-day window depending on the timing of a transaction or offering. In addition, under current PCAOB standards, an independent public accountant may provide negative assurance on interim financial information in a comfort letter only after performing an audit or interim review. The SEC is requesting feedback on how semiannual reporting could affect comfort letters and whether changes to PCAOB AS 6101 or other related standards might be necessary.

Quarterly Certifications and Control Implications

The proposal would maintain the existing framework for CEO and CFO certifications and for DC&P and internal control over financial reporting (ICFR) that applies to all annual and interim reports, allowing semiannual reporters to make required certifications semiannually rather than quarterly. The SEC is seeking feedback on the potential implications of the less frequent certifications and disclosures of material changes in ICFR.

Insider Trading Compliance and Exchange Act Rule 10b5-110 Trading Plan Practices

The SEC is requesting feedback on whether less frequent periodic reporting could increase insider trading risk and whether companies might enhance policies to mitigate that risk. Given that many issuers’ blackout policies and trading windows are anchored to the timing of periodic reports and earnings releases, issuers that elect semiannual reporting may wish to reassess the design of their trading windows and the potential role of voluntary first- and third-quarter communications.

Effective Date and Transition

The proposed rule does not include an effective date, and the determination of any such date would depend on completion of the rulemaking process. The SEC is requesting comments on whether a transition period should be provided if the proposed rule is finalized.

Next Steps and Key Considerations for Companies

The SEC is requesting feedback on the proposed rule from market participants and does not require a specific format for the submission of comments. Some commenters may choose to present their views in a narrative format without any reference to specific questions posed by the SEC. Others may choose to answer all, or only some, of the 58 specific requests for comment. Any format is acceptable, and the SEC encourages all types of feedback. Comments on the proposed rule are due by July 6, 2026, which is 60 days after its publication in the Federal Register.

In assessing whether to comment, companies may wish to discuss the proposed rule with their audit committee, investors, and other key stakeholders. While optional semiannual reporting could reduce compliance burdens for some companies, the decision to elect this model will require careful consideration of various factors, including but not limited to the following:

Investor expectations — The coexistence of quarterly and semiannual filers may introduce comparability challenges for investors and analysts. Investor expectations, analyst coverage, and industry peers are likely to influence whether companies elect the semiannual reporting option and whether they supplement the required reporting with earnings releases for the first and third quarters. In addition, transitioning between semiannual reporting and quarterly reporting may lead to additional reporting complexity (e.g., the preparation and review of prior-year quarters that had not previously been presented).
Contractual and financing arrangements — Existing contractual arrangements, including supply contracts, leases, debt agreements, and credit facilities, may include requirements to provide quarterly information.
Internal controls and governance — A shift to semiannual reporting could affect the frequency of DC&P, monitoring of ICFR, and audit committee oversight, all of which companies would need to evaluate carefully. Companies that elect semiannual reporting while continuing to issue first- and third-quarter earnings releases would also need to determine the appropriate level of DC&P and governance to apply to those earnings releases.
Auditor involvement — The proposal may affect the scope and timing of auditor involvement throughout the year, depending on the reporting approach a company elects.

Contacts

	John Wilde Audit & Assurance Partner Deloitte & Touche LLP +1 415 783 6613 johnwilde@deloitte.com		Laura McCracken Audit & Assurance Partner Deloitte & Touche LLP +1 212 653 5738 lamccracken@deloitte.com
	Patrick Gilmore Audit & Assurance Partner Deloitte & Touche LLP +1 410 843 3242 pagilmore@deloitte.com		Ryan Heichel Audit & Assurance Managing Director Deloitte & Touche LLP +1 215 246 2501 rheichel@deloitte.com
	Doug Rand Audit & Assurance Partner Deloitte & Touche LLP +1 202 220 2754 dorand@deloitte.com		Meaghan Meyer Audit & Assurance Manager Deloitte & Touche LLP +1 469 417 3205 mehouston@deloitte.com

Footnotes

SEC Proposed Rule Release No. 33-11414, Semiannual Reporting.

SEC Regulation S-X, Rule 10-01, “Interim Financial Statements.”

SEC Release No. 33-10588, Request for Comment on Earnings Releases and Quarterly Reports.

An earnings release is “furnished” (Item 2.02 or Item 7.01 of Form 8-K) rather than “filed” with the SEC primarily to limit legal liability and avoid automatic incorporation by reference into registration statements while still complying with Regulation FD disclosure requirements.

Separately, the SEC has indicated that it may engage in rulemaking related to categories of registrants. However, since the proposed rule does not contemplate restricting eligibility for semiannual reporting on the basis of filer type, any future changes to registrant categories would not affect such eligibility as currently proposed.

SEC Regulation S-X, Rule 8-03, “Financial Statements of Smaller Reporting Companies; Interim Financial Statements.”

SEC Regulation S-K, Item 10(e), “General; Use of Non-GAAP Financial Measures in Commission Filings.”

Under paragraph (c) of SEC Regulation S-X, Rule 3-01, “Consolidated Balance Sheets,” a registrant that does not reasonably expect to report pretax income attributable to the registrant for the most recently completed fiscal year or that did not report pretax income attributable to the registrant in one of the two prior fiscal years would be required to include the most recent annual period in any filing more than 45 days after year-end. Similarly, companies not subject to Exchange Act reporting and delinquent filers would be required to include the most recent annual period in any filing more than 45 days after year-end.

PCAOB Auditing Standard (AS) No. 6101, Letters for Underwriters and Certain Other Requesting Parties.

SEC Securities Exchange Act of 1934 Rule 10b5-1, “Trading ‘on the Basis of’ Material Nonpublic Information in Insider Trading Cases.”

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