SEC Proposes Optional Semiannual Interim Reporting Framework

May 11, 2026

–Client Alert

SEC Proposes Optional Semiannual Interim Reporting Framework

If Adopted, Companies Could Elect to File One Semiannual Report After Their Second Quarter Instead of Three Quarterly Reports After Each of the First Three Quarters

On May 5, 2026, the Securities and Exchange Commission (SEC) proposed amendments to the rules and forms governing periodic filing requirements for public companies that would allow companies to file one semiannual Form 10-S report and one annual Form 10-K report rather than filing three quarterly Form 10-Q reports and one annual Form 10-K report. Based on their filing status (non-accelerated filer v. accelerated/large accelerated filer), companies would have 40 or 45 days to file newly proposed Form 10-S following the end of the first semiannual period (i.e., six months) of each fiscal year. While the frequency of reporting under the Form 10-S would be reduced, the required contents of the Form 10-S would essentially be the same as the existing requirements for the contents of Form 10-Q. The proposal would also update Regulation S-X to include the new semiannual reporting option, adapt the “staleness” rules for registration statements to accommodate semiannual reporting and streamline the related financial statement requirements. The new Form 10-S framework would be optional for companies, and those that do not elect semiannual reporting could continue filing quarterly Form 10-Q reports.[1]

Optional Shift from Quarterly to Semiannual Reporting

Under current rules, depending on their filer status, reporting companies have 40 or 45 days following the end of each fiscal quarter to file a Form 10-Q. Form 10-Q requires quarterly financial statements prepared under U.S. generally accepted accounting principles reviewed by an independent public accountant and tagged in Inline XBRL data language, as well as various narrative disclosures including, management’s discussion and analysis of financial condition and results of operations, disclosures regarding the effectiveness of disclosure controls and procedures and any material changes in internal control over financial reporting, material changes in risk factors, and certifications by the principal executive and financial officers as exhibits. The SEC’s proposal introduces a new interim reporting framework under which companies may transition from quarterly to semiannual reports, with the same content as is currently required for Form 10-Qs, but covering the semiannual period rather than a quarterly period. Companies that elect semiannual reporting would file a single semiannual report on newly proposed Form 10-S, in place of three quarterly reports on Form 10-Q, while in each case continuing to file an annual report on Form 10-K.

Under the proposal, companies would make the election to report on a semiannual basis by indicating their election through a check box on the cover page of the company’s annual Form 10-K or, as applicable, certain Securities Exchange Act or Securities Act registration statements including Forms 10, S-1, S-3, S-4, and S-11. Companies that do not make this election would remain subject to the existing quarterly reporting framework. The proposal’s election-based approach is intended to provide companies with greater flexibility in determining the frequency of their interim reporting. Once an election is made for a particular year, a company would not be able to change its filing frequency for the ensuing year.

The proposed amendments introduce two new defined terms to distinguish companies based on their interim reporting obligations. Under the proposal, a “quarterly filer” would be a company that is required to file quarterly reports on Form 10-Q pursuant to Exchange Act Rule 13a-13(a). A “semiannual filer” would be a company that is required to file semiannual reports on the newly proposed Form 10-S pursuant to Exchange Act Rule 13a-13(b). These definitions provide a clear framework for incorporating references to semiannual filers throughout the SEC’s rules and forms that currently rely on quarterly reporting concepts.

Filing Deadlines

While the principal difference between the two forms is the reporting period covered, both quarterly filers and semiannual filers would be subject to the same filing deadlines. Specifically, a semiannual filer would be required to file Form 10-S 40 or 45 days after the end of the first semiannual period depending on the issuer’s filer status.

Amendments to Regulation S-X

The proposed amendments would revise Regulation S‑X to align financial statement requirements for interim reports, proxy statements, and registration statements with the proposed optional semiannual reporting framework and to update the existing financial statement staleness rules. These changes are intended to modernize the financial statement updating framework and reduce technical complexity in Securities Act filings, making it easier for companies to determine when they need to update financial statements included or incorporated by reference into registration statements and proxy statements.

Under the proposal, Rule 3‑01 and Rule 8‑08 would be restructured to establish a single, consolidated framework governing the age and updating of annual and interim financial statements. As part of this restructuring, proposed Rule 3‑01(a) would clarify that financial statements must be current as of the filing date, treating the effective date of a registration statement or the proposed mailing date of a proxy statement as the filing date for purposes of determining whether financial statements must be updated.

Consistent with the semiannual reporting model, the proposal would replace the current quarterly‑based staleness regime with an approach tied to a company’s most recent required interim reporting period. Interim financial statement requirements would be determined by filer status, with semiannual filers permitted to report on a six‑month basis without preparing quarterly financial statements solely to satisfy Securities Act or proxy statement updating requirements.

Comment Period

The SEC has requested public comments on all aspects of the proposal. Comments must be submitted within 60 days after publication of the proposing release in the Federal Register. Following the close of the comment period, the SEC will review feedback from market participants and determine whether to adopt the proposed amendments, which may be modified in response to comments received.

More Information

If you would like further information about how these changes may affect your reporting obligations, please contact the lawyers at Sullivan & Worcester LLP with whom you regularly consult or one of the lawyers listed above.

[1]The amendments would have no impact on foreign private issuers that file annual reports on Form 20-F or their obligations with respect to the staleness rules for registration statements utilized by such issuers such as Forms F-1 and F-3.

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