SEC Proposes Optional Semiannual Reporting: Key Considerations for Public Companies

Overview

On May 5, 2026, the U.S. Securities and Exchange Commission (SEC) formally proposed a rule that would give public companies the option to file interim financial reports on a semiannual rather than quarterly basis as currently required. If adopted, this would represent one of the most significant changes to the SEC periodic reporting framework in decades.

The rule proposal would also amend financial statement “staleness” for registration statements and other SEC filings to align with the existing filing deadlines for Form 10-Q and the proposed semiannual reporting framework for Form 10-S, a change directly relevant to companies that regularly access the capital markets regardless of whether they opt in to semiannual reporting.

A Voluntary Election, Not a Mandate

If the rule were to take effect as proposed, reporting companies would face an opt-in framework under which they may elect how frequently to report interim financial information. Companies that elect semiannual reporting would file one semiannual report and one annual report per fiscal year, replacing the current three quarterly reports and one annual report. Companies that do not elect to report semiannually would continue to file quarterly reports on Form 10-Q, exactly as they do today. Companies would elect semiannual reporting by checking a box on the cover page of a company’s annual report on Form 10-K or other specified filings.

Semiannual filers would use a newly created Form 10-S (in lieu of Form 10-Q) to report on the first six months of their fiscal year. Form 10-S would require the same narrative disclosures and financial information as Form 10-Q but cover a six-month period rather than a single quarter. Filing deadlines after the end of a reporting period would mirror existing Form 10-Q timelines.

Why the SEC Is Pursuing This Change

This proposal is a step toward the SEC’s previously announced objective of making it easier and more attractive to be a public company. Proponents of semiannual reporting feel that the current quarterly reporting requirement imposes substantial legal, accounting and management costs, which would be lessened by semiannual reporting. Further, proponents argue that quarterly reporting creates pressure for executives to prioritize short-term results over long-term strategy and value creation, while the option to report semiannually may allow management to focus on executing long-term strategic plans without the distraction of meeting quarterly earnings targets. Critics of the proposal, however, have argued that the change would impair investor ability to monitor company performance and reduce comparability across companies that elect different reporting schedules.

What Happens Next

Following the formal proposal, a 60-day public comment period will take place where interested parties are invited to submit written comments to the SEC. Following the closing of the comment period, SEC staff will analyze the submissions and present recommendations to the commissioners, who must vote to adopt a final rule. While the proposal is likely to elicit numerous comments, we expect the SEC to want to move quickly to adopt a final rule, given recent discussion on the topic and strong support from the White House. 

Company Considerations

While a final rule is likely still months away, companies should begin to weigh whether semiannual reporting or quarterly reporting is right for them. The analysis is not purely cost-benefit — factors that should be considered include:

• Investor and analyst expectations. Opting out of quarterly reporting carries investor relations risk. Investors accustomed to quarterly reporting may interpret the election as a sign that management wants less investor interaction — and potentially less scrutiny. A company’s investor relations team needs to weigh in on the decision.
• Capital markets implications. Less frequent reporting does not change the fact that the securities laws require that investors be provided all information material to an investment decision in the context of a securities offering. Companies that regularly access equity or debt capital markets through registered offerings, ATM programs, or convertible securities need to evaluate how a six-month reporting gap would affect their ability to maintain the current public information necessary to conduct offerings during the interim period. While the proposed staleness rule amendments are relevant to this analysis, companies should also consider how investors may be less likely to purchase securities if they feel they do not have a complete picture of a company’s current financial condition.
• Credit agreement compliance. Many companies have contractual obligations, such as syndicated credit agreements and bond indentures, that require quarterly financial reporting. Companies moving to semiannual reporting may need to negotiate amendments to these obligations before electing semiannual reporting, and consider how semiannual reporting might impact access to debt financing.
• Insider trading compliance. The increased time frame material information will remain non-public potentially increases the risk of insider trading or Regulation FD concerns, lengthens blackout periods, and creates challenges for adopting Rule 10b5-1 trading plans.
• Industry and competitive positioning. If competitors and the broader industry peers of a company continue quarterly reporting, opting into semiannual reporting could raise investor and market concerns that offset any operational or cost benefit.

Companies most likely to benefit from semiannual reporting are those with concentrated, long-term focused investors, limited capital markets activity, limited analyst coverage, and business models where quarterly reporting does not map naturally to operating cycles. Companies least likely to benefit are those with broad institutional ownership, active capital markets programs, significant analyst following, or industries where quarterly metrics are key to how investors evaluate the business.

Key Takeaways

The SEC’s semiannual reporting proposal is a genuine shift in the periodic reporting framework. But assessment of the proposal requires more than just the consideration of potential cost and time savings from less frequent reporting. The market signaling risks, capital markets implications and governance complications are less predictable and potentially more significant.

The comment period between the proposal and the effective date if the rules are adopted provides companies time to evaluate their specific circumstances rather than waiting to react after adoption. The considerations outlined above are not checklist items but are examples of considerations likely to apply to most public companies.

We will continue to monitor developments and provide further analysis as the comment period progresses and the SEC moves toward a final rule. We welcome the opportunity to discuss the proposal and its implications for your specific situation.

For any questions or concerns about the semiannual reporting rule proposal or any of its implications, please contact Erin Reeves McGinnis, Stephen Hinton or Justin Clark. Stay tuned for further updates, and be sure you’re subscribed to Bradley Newsletters to ensure you get updates on this and future proposals.