SEC Proposes Optional Semiannual Reporting for Public Companies
Overview
On May 5, 2026, the Securities and Exchange Commission ("SEC") proposed rule and form amendments that would give public companies the option of filing semiannual reports in lieu of quarterly reports to meet their interim reporting obligations under the federal securities laws. Currently, public companies subject to Exchange Act Section 13(a) or 15(d) are required to file quarterly reports on Form 10-Q.
The proposed amendments, if adopted, would allow these public companies to elect to file semiannual reports on new Form 10-S instead of quarterly reports on Form 10-Q. As a result, companies that elect to file semiannual reports would file one semiannual report and one annual report for each fiscal year in lieu of three quarterly reports and one annual report. The flexibility provided under the proposed amendments would enable public companies to choose the interim reporting frequency that would best serve the company and its investors.
Key Provisions of the Proposal
New Form 10-S
The proposed amendments would allow public companies to elect to file semiannual reports on a new Form 10-S instead of quarterly reports on Form 10-Q. Companies that elect to file semiannual reports would file one semiannual report and one annual report for each fiscal year, in lieu of the current three quarterly reports and one annual report.
Filing Deadlines
The filing deadline for semiannual reports on Form 10-S would be 40 or 45 days, depending on the company’s filer status, after the end of the first semiannual period of the fiscal year.
Amendments to Regulation S-X
The proposal would also amend Regulation S-X, which governs the financial statement requirements for periodic reports, registration statements, and proxy statements, to reflect the new semiannual reporting option and simplify the existing financial statement requirements.
Voluntary Election
The proposed semiannual reporting option is voluntary. Companies may choose to continue filing quarterly reports on Form 10-Q if they prefer. The proposal is designed to provide regulatory flexibility, enabling public companies to choose the interim reporting frequency that would best serve the company and its investors.
Next Steps
The proposing release will be published on SEC.gov and in the Federal Register. The public comment period will remain open until 60 days after the date of publication of the proposing release in the Federal Register.
If you have any questions, please contact Anand Saha (asaha@cronelawgroup.com), Liang Shih (lshih@cronelawgroup.com), Hongye (Eve) Mao (hmao@cronelawgroup.com), Daisy Dai (DDai@cronelawgroup.com) or your usual Crone contact.
