SEC Proposes Rule for Optional Semiannual Reporting

On May 5, 2026, the Securities and Exchange Commission (“SEC”) issued a highly anticipated proposed rule on semiannual reporting. President Trump has been a long-time proponent of the semiannual reporting regime, in large part to reduce compliance burdens for public companies. The proposed rule, which would allow – but not require – companies to file semiannual reports instead of quarterly reports, is part of the “Make IPOs Great Again” agenda advanced by SEC Chair Paul Atkins to incentivize companies to go (and stay) public. 

The proposed rule creates a new Form 10-S with the same narrative disclosure and financial information requirements and the same deadlines as the current Form 10-Q, except that it would cover a fiscal six-month period as opposed to a fiscal quarter. The rulemaking also proposes amendments to Regulation S-X, chiefly to amend rules governing the age of financial statements to accommodate companies opting for semiannual reporting. 

Under the proposed rule, a reporting company would elect semiannual reporting by checking a box on its Form 10-K. A similar check box would be available on registration statements for companies that have yet to file reports under the Securities Exchange Act of 1934, as amended. A company that doesn’t check the box would be communicating to investors and other market participants that it is continuing with quarterly reporting. 

For example, a reporting company with a December 31 fiscal year end wanting to elect semiannual reporting for its fiscal year 2027 would check the box for semiannual reporting on the cover page for its fiscal year 2026 Form 10-K to be filed in March 2027. The company would then file its Form 10-S for the six-month period ending June 2027 in August 2027. A company’s decision would be binding until the next fiscal year, except that inadvertent errors can be corrected by an amended Form 10-K or pre-effective amendment to a registration statement.

In providing public companies with optionality on reporting frequency, the SEC recognizes that there is no one-size-fits-all approach and expects a company to choose the frequency that would best serve the company and its investors. Beyond the compliance cost and resource savings, semiannual reporting could also result in less distraction from running the day-to-day business, more focus on company strategy, and the ability to engage in more transactions. Potential challenges posed by semiannual reporting include meeting expectations of investors and analysts, matching disclosure practices in a given industry, complying with existing contractual obligations, and having less frequent trading windows for company insiders. 

The proposed rule invites comments – to be submitted on or before July 6, 2026 – on dozens of key questions, some of which include: 

1. Should semiannual reporting only be available for reporting companies meeting certain criteria?
2. Would semiannual reporting impact investors’ ability to compare same-company performance over time?
3. What effect would semiannual reporting have on investors’ ability to compare the relative peer company performance of a quarterly filer to a semiannual filer?
4. What is the likelihood that companies that elect semiannual reporting will continue to issue quarterly earnings releases? 

Beyond these and other questions, the proposed optionality offers distinct advantages to smaller and newer public companies, but the likelihood of larger and mature public companies electing semiannual reporting will depend significantly upon investor expectations and peer and industry practices. 

If you have any questions regarding the SEC proposed rule, please contact any member of our Public Company Advisors Team or the Womble Bond Dickinson attorneys with whom you usually work.