SEC Proposal: Mandatory Quarterly Reporting Out – Optional Semiannual Reporting In

On May 5, 2026, the Securities and Exchange Commission (SEC) published a release proposing rule amendments to permit optional Semiannual Reporting (the “Proposal”). If adopted, companies would have the option to report semiannually instead of quarterly.

Key Points

The key points in the Proposal include:

• Semiannual reporting would be optional.
• A company would make an annual election if they want to report semiannually.
• Semiannual interim information would be filed on new Form 10-S.
• The contents of Form 10-S and Form 10-Q would be the same – except with respect to the periods of financial information.
• Age of financial statements for registration statements and proxy statements would be modified to conform with semiannual reporting.
• Comments are due July 6, 2026.

What was Proposed?

The Proposal would provide companies with the OPTION of reporting semiannually in lieu of reporting quarterly.

Companies wanting to report semiannually in lieu of reporting quarterly would make an annual election to become a semiannual filer. This election will be applicable for filings under both the Securities Act of 1933 (“1933 Act”) and the Securities Exchange Act of 1934 (“1934 Act”). If a company does not elect to be a semiannual filer it remains a quarterly filer and will be subject to quarterly reporting, using the same forms and subject to the same filing deadlines that exist today.

The option to report on a semiannual basis is voluntary – companies can continue to report quarterly without taking any action.

Why did the SEC Issue the Proposal?

Chairman Paul Atkin’s statement on the Proposal summarizes its objective: “[T]his proposal is part of my Make IPOs Great Again agenda that is aimed at incentivizing companies to go public and stay public.” The Chairman believes that by reducing the regulatory burden that more companies will elect to offer their shares to the public and the increased opportunities benefit investors. He commented that there should be flexibility on frequency of reporting that best serves the needs of the company and its investors.

The Chairman also noted that the Proposal is just part of a broader effort to make changes that provide investors with material information and avoid compelling the disclosure of immaterial information. His statement also encouraged the Financial Accounting Standards Board to evaluate potential amendments to its accounting standards with the same goal of only requiring disclosure of material information.

New Form 10-S

A company that elects to change from a quarterly filer to a semiannual filer would file one semiannual report on Form 10-S covering the first six-month period of the fiscal year in lieu of three quarterly reports on Form 10-Q.

The information in Form 10-S would be substantially equivalent to the information that the company would provide in a Form 10-Q for the second quarter EXCEPT that there would be no quarter-to-date financial information. The financial information and the related disclosures, such as Management’s Discussion and Analysis, would cover the six-month period. The disclosures outside of the financial statements would be the same as Form 10-Q.

As with Form 10-Q, the financial statements in Form 10-S would be required to be:

• prepared in accordance with U.S. GAAP,
• reviewed by the independent public accountant, and
• data tagged using Inline XBRL.

Additionally, like Form 10-Q, in preparing Form 10-S:

• the requirements regarding non-GAAP information are applicable, and
• certifications for the CEO and CFO, similar to those currently included in Form 10-Q, are applicable.

The due dates for Form 10-S would follow the due dates that are used for Form 10-Q. Form 10-S would be due 40 days after the end of the first semiannual period of a fiscal year for large accelerated filers and accelerated filers and 45 days after the end of the first semiannual period of a fiscal year for all other companies.

The Election

Quarterly reporting is the default frequency. If a company wants to report semiannually it must make an election by checking a new box on the cover of the Form 10-K. This is an annual election, and the company can change its frequency in the subsequent year(s) Form 10-K. If the company does not check the box, it will remain a quarterly filer and be subject to the current rules for quarterly filers. Once made, this election applies to all filings that year under both the 1933 Act and the 1934 Act and continues until the company makes its next annual election.

If a company wants to report semiannually and forgets to check the box on the cover of Form 10-K, it can correct the situation by filing a Form 10-K/A on or before the date the company’s first quarter Form 10-Q would be due.

The option to report on a semiannual basis would also be available for a company that is filing an initial registration statement by checking the applicable box on the cover of the registration statement. The election would determine what financial statement periods are required to be included in the registration statement.

Age of Financial Statements in Registration Statements and Proxy Statements Filings – Amendments to Regulation S-X

The age of financial statements in registration statements and proxy statements would follow the election made by the company regarding being a semiannual filer or a quarterly filer.

The Proposal simplifies the age of financial statement requirements for both semiannual filers and quarterly filers. Currently a company needs to evaluate if the financial statements in a registration statement or proxy statement are sufficiently current based on the number of days – 129 or 134 – depending on filer status, since the date of the financial statements that are provided. The current rule results in slight differences in the age of financial statements in registration statements and proxy statements compared to when Form 10-Q is due. Under the Proposal, a company would be required to include interim financial statements that correspond to the most recent fiscal quarter or semiannual period that either has been filed or would be required to be filed on Form 10-Q or Form 10-S, as applicable.

The Proposal would not change the requirements for updating financial statements after the end of the fiscal year.

Earnings Releases and Other Disclosures on Form 8-K

The Proposing Release discusses that a semiannual filer may want or be required to file more Form 8-Ks to provide investors with material current information compared to a quarterly filer. This includes an earnings release which is “furnished” to the SEC under Item 2.02 of Form 8-K. As this information is not considered filed it is not subject to the liability provisions of Section 18 of the 1934 Act. There is an expectation that some companies that elect to be a semiannual filer will still publish earnings releases for the first and third quarters. There are no proposed changes to Form 8-K, but as discussed below there are several questions that the SEC is soliciting feedback on.

If a company publishes an earnings release for the first and third quarters, they will need to consider if such information should be incorporated by reference into or included in a registration statement under the 1933 Act. In such a situation, the company will need to evaluate if changes need to be made to the non-GAAP information that is allowed in an earnings release but would be precluded to be part of a registration statement. Additionally, the company may need to have this information reviewed by the independent public accountant even if such information was not reviewed prior to its issuance.

Comfort Letter Issues for Semiannual Filers

Underwriters request comfort letters from the independent public accountant in connection with a registration statement under the 1933 Act. The auditing standards issued by the Public Company Accounting Oversight Board (PCAOB) permit 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. This period generally corresponds with quarterly reporting. If a company is reporting semiannually the financial statements in a registration statement may be older and the negative assurance may not be able to be provided or would need to be modified.

Some semiannual filers may elect to incorporate by reference into or include more current financial information – e.g., earnings release, as discussed above, in a registration statement. The independent public accountant can only provide negative assurance on such information if it has been reviewed in accordance with the PCAOB standards.

Key Questions in the Proposing Release

The Proposal asks 58 questions in which the SEC is soliciting feedback from the public regarding accounting, financial reporting, and auditing matters. Additionally, the Proposal solicits feedback on cost savings and the implications that less frequent financial reporting would have on a company’s access to the capital markets. The Proposal does not address effective dates or transition considerations.

In addition to the fundamental question of should the SEC proceed with the option of allowing semiannual reporting, some of the key questions that are asked include:

• Should the option for semiannual reporting only be available for a certain class of 1934 Act reporting companies – e.g., Smaller Reporting Companies?
• Should information be different in Form 10-S compared to Form 10-Q?
• Should earnings releases included in Item 2.02 of Form 8-K be “filed” and not “furnished” for quarterly earnings releases of semiannual filers?
• Should earnings releases for the first and third quarters by semiannual filers be subject to a review by the independent public accountant?
• As an alternative to optional semiannual reporting, should the SEC revise the disclosure requirements of Form 10-Q?
• Should semiannual filers be required to break out financial information for the six-month period into two three-month periods?
• Should a semiannual filer be required to provide the second semiannual period financial information in Form 10-K?
• Should changes be made to PCAOB Auditing Standards to address comfort letter matters?
• What impact would a shift to semiannual reporting have on disclosure controls and procedures and internal control over financial reporting?

Should Your Company Provide a Comment Letter?

The SEC encourages all interested parties to provide their perspective on the Proposal. While the Proposal is long at 279 pages, a large portion relates to areas of regulatory requirements that are not necessary to read to understand the amendments and implications. The basic release is 64 pages including background and history of quarterly reporting.

While there are 58 specific questions in the Proposing Release, a company that submits a response is not required to address all or any of the questions. The response can simply provide the responder’s perspective on the proposal.

The comment period ends on July 6, 2026. Comments may be submitted via the SEC’s form, available here.  As with all proposed rules, the SEC posts the Comment Letters they receive. 

If you have questions regarding the Proposal, reach out to your CBIZ CPAs contact.