On May 5, 2026, the Securities and Exchange Commission (the “SEC”) proposed amendments that would permit companies subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended (“Reporting Companies”) to continue filing quarterly reports on Form 10-Q or, alternatively, to elect semiannual interim reporting on new Form 10-S, while maintaining the annual Form 10‑K. The proposal would update related rules and forms to reflect the semiannual option.
The SEC’s stated rationale is that the proposed amendments would allow Reporting Companies to select a reporting frequency that better matches their business needs and investor expectations, while continuing to maintain timely access to material information through the existing current reporting requirements of Form 8-K and the Regulation FD selective disclosure prohibitions. The proposed rule acknowledges that the effects will vary by Reporting Company size, sector, and market practice. It also notes that many Reporting Companies may continue quarterly earnings press releases and conference calls regardless of the form they elect to file. The SEC indicates the proposed amendments aim to promote flexibility, decrease short-termism, and reduce compliance costs.
This is not the first time that semiannual reporting has been contemplated for domestic filers in the United States. In fact, semiannual reporting was once the norm. In the 1950s, the SEC ended mandatory quarterly reporting and adopted semiannual reporting on Form 9-K. That form was limited in scope, focusing largely on income statement line items and contained little narrative analysis. This period of semiannual reporting lasted approximately 15 years until the SEC again required quarterly reporting in 1970 through Form 10-Q, to provide for more frequent and consistent reporting in response to a number of regulatory challenges, including the adoption of an integrated disclosure system between the SEC’s regulation of public offerings and periodic reporting by Reporting Companies.
More recently, in 2018 and 2019, the SEC revisited the question of reporting frequency through a request for comment and a public roundtable but did not advance a formal rulemaking proposal at that time. Public comment from that period indicated both support and apprehension. Some commenters pointed to the potential benefits of less frequent reporting, including a reduction in compliance costs and a reduced focus on short-term results, while others highlighted potential risks of less transparency.
Against that history, it is worth noting that the current proposal would not recreate Form 9‑K. Instead, it would preserve the substance of today’s quarterly reporting requirements and alter only the cadence, while recognizing the importance of the current Form 8‑K and Regulation FD framework.
Specifically, Form 10‑S would mirror the substantive categories of Form 10‑Q, with reviewed interim financial statements, Management Discussion and Analysis, control certifications, and data tagging.
To combat apprehension surrounding less frequent reporting, the SEC notes that today’s current‑reporting framework differs markedly from the 1955–1970 semiannual reporting era. Current Form 8‑K deadlines are shorter and the triggers are much broader, and Regulation FD (which was not in place during the previous semiannual reporting regime) generally requires simultaneous public dissemination when material nonpublic information is disclosed. Further, the SEC notes that a number of foreign securities regulatory reporting regimes, including those in the European Union and the United Kingdom, rely on semiannual, rather than quarterly, reporting requirements. The proposed rule also observes that many Reporting Companies provide quarterly earnings releases, which are furnished on Form 8‑K. At the same time, the SEC acknowledges that these earnings disclosures are not subject to the same independent public accountant review, CEO and CFO certification, or data‑tagging requirements as a filed periodic report.
This history supports two reasonable readings. One views a semiannual cadence embedded in a stronger framework as potentially preserving transparency with fewer filed interim reports. The other cautions that fewer filed interim reports, even with robust content and modern guardrails, may widen gaps between certified, auditor‑reviewed updates in ways that matter for comparability and investor confidence. As Thompson Coburn partner Michele Kloeppel stated, “There really is no substitute for the provision of periodic financial reports that is reviewed by outside accountants.”
The SEC is requesting public comment on the proposal within the 60 days after Federal Register publication (May 7, 2026). Early commentary highlights cost reduction and short‑termism on one side, and transparency and comparability on the other. However, an important open question is market behavior if a semiannual filing option becomes available. Will practice converge on semiannual SEC filings, quarterly earnings communications, and active 8‑K usage (including optional disclosures under Item 8.01 of Form 8-K)? Or will investor pressure result in Reporting Companies maintaining full quarterly filings? Outcomes are likely to vary by sector and index membership.
As the comment period unfolds, Reporting Companies and their counsel should take stock. Would a semiannual cadence serve your investors and board, and how would it affect capital raises, insider stock sales and company share repurchases, auditor comfort letter processes and internal processes? Reporting Companies may consider identifying any agreements or policies that would need updating, and consider sharing targeted feedback with the SEC on what would make the rule workable in practice.
For timely insights and ongoing analysis, stay up to date on the proposed amendments by following Thompson Coburn LLP on LinkedIn, watching our update vlogs, and visiting our Public Company Reporting and Corporate Governance page.
