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May 6, 2026
2 minute read
On May 5, 2026, the Securities and Exchange Commission (“SEC”) announced proposed rule amendments that would permit public companies to file reports on a semiannual, rather than quarterly, basis.
Under the proposal, Exchange Act Rules 13a-13 and 15d-13 would be amended to allow reporting companies to elect to file periodic reports on a semiannual basis. If elected, the reporting company would be required to file one semiannual report and one annual report per fiscal year. To opt in to this semiannual reporting structure, the reporting company would check a box on the cover page of their annual report, their Securities Act registration statements or Exchange Act registration statements, as applicable. Reporting companies that do not select the new semiannual reporting option would continue to file quarterly reports.
The semiannual reports would be filed on the newly proposed Form 10-S, which would require the same disclosures and financial information as the current Form 10-Q. Financial statements included in the Form 10-S would be required to be prepared in accordance with United States generally accepted accounting principles and reviewed by an auditor, but would not need to be audited. The timeline for filing the Form 10-S would remain the same as the Form 10-Q: either 40 or 45 days after the end of the reporting period, depending on filer status.
The proposal would also amend Regulation S-X to reflect the new semiannual reporting structure and amend the requirements surrounding the age of financial statements to address potential issues with financial statements going “stale” under the quarterly framework. The proposed amendments to Regulation S-X would also seek to simplify the rules relating to the age of financial statements and consolidate them into a single rule.
Finally, the proposal would amend Exchange Act Rules 13a-10 and 15d-10 to address the impacts of the new reporting frequency on transition reports.
The public comment period will remain open for 60 days following publication of the rule proposal in the Federal Register.
The Securities and Capital Markets team at Michael Best has attorneys who can assist your company in assessing the potential impacts of the proposed amendments on your business, or submitting comment letters to the SEC. Please reach out to a member of our team for more information.
