The SEC has proposed amendments that would let public companies choose to file a new semi-annual report on Form 10-S instead of the Form 10-Qs they file today. The proposal, if approved, would keep existing obligations to disclose material events while giving issuers a choice on cadence.
Many observers say the potential shift would bring the US in line with approaches from regulators in the UK and Europe.
Though this is likely, according to Thompson Coburn partner Barry Fischer, he also told Governance Intelligence that listing decisions turn on ‘many other factors not affected by this proposed change.’
Mayer Brown counsel Elizabeth Walsh likewise described reporting frequency as ‘only one of many reasons companies consider in determining where to list,’ pointing instead to ‘the depth of the capital markets, the valuations on those markets and the availability of equity research’ as the core drivers.
Under the proposal, public companies would be able to choose biannual reporting and file one Form 10-S and one Form 10-K per fiscal year instead of three Form 10-Qs and one Form 10-K. In the SEC’s press release, chair Paul Atkins said: ‘Public companies have an obligation under the federal securities laws to provide information that is material to investors. Yet, the rigidity of the SEC’s rules has prevented companies and their investors from determining for themselves the interim reporting frequency that best serves their business needs and investors.’
Fischer stressed the proposal ‘would change how often financial disclosures are made’ but that ‘it wouldn’t affect what has to be disclosed’. Form 10-S financials would still be required under ‘US GAAP… which differs significantly from IFRS,’ and US issuers still subject to Sarbanes-Oxley controls, detailed disclosure rules and ‘the perceived higher risk of securities litigation.’
The SEC said the Form 10-S filing deadline would be 40 days or 45 days after the end of the first biannual period depending on filer status. It also proposed amendments to Regulation S-X to align interim financial statement requirements with the new option and ‘simplify the existing financial statement requirements.’
‘Regulatory flexibility’ and a broader disclosure rethink
In his follow up statement supporting the proposal, Atkins framed twice-yearly reporting as part of his ‘Make IPOs Great Again agenda’ and argued that issuers and investors should be able to decide what cadence fits.
He also tied the shift in frequency to the commission’s work on what goes into periodic reports: ‘Another significant part is ensuring that the disclosure – both financial and non-financial – mandated in interim reports, whether filed quarterly or semi-annually, is guided by materiality as the north star.’
Atkins added that staff are ‘well underway in exploring potential amendments to Regulation S-K’ and said he would ‘encourage the Financial Accounting Standards Board to evaluate potential amendments to its accounting standards’ with the goal of drawing out material information while avoiding requirements that encourage immaterial disclosure.
Commissioner Mark Uyeda questioned the premise that four times a year is the right answer. He argued that a ‘framework built nearly 75 years ago’ should not be presumed to work equally well for issuers in 2026 and said the SEC should focus on flexibility so ‘companies and their investors can select reporting cadences that best reflect their business models.’
Uyeda also emphasized that markets can price a company’s disclosure approach. ‘If investors are unsatisfied with the cycle of corporate financial reporting, they will attach higher risk to that company and raise the cost of capital,’ he said. He added that companies would still have multiple channels to communicate, noting that issuers ‘are free to communicate important information through means other than the Form 10-Q, including press releases, blog posts and social media’ and ‘remain subject to current report filing obligations on Form 8-K for certain material events.’
For Fischer, less frequent periodic reports could also sharpen questions about timing and uneven disclosure. ‘It is possible that less frequent reporting could allow companies to delay the delivery of bad financial news,’ he added, particularly if an issuer can elect semiannual reporting at the Form 10-K stage and ‘eliminate its first quarter filing as late as 40 days before it would be otherwise due.’
Walsh noted the SEC raised insider-trading dynamics too: ‘If there are longer time periods between reports… and fewer open windows in which insiders are free to trade, could this increase the frequency of insider trading?’ She added that companies electing twice-a-year reporting should revisit blackout windows and Regulation FD safeguards so any material information is ‘quickly and broadly communicated to the market.’
A push to ‘slim down’ Form 10-Q
Commissioner Hester Peirce supported the proposal but urged commenters to look beyond timing alone. ‘Some companies may look at the frequency of reports, coupled with the extensive information these reports require, as just another reason to stay out of the public markets,’ she said. Peirce argued that allowing an election ‘could help to alleviate one facet of the reporting burden’ and noted that companies may still stick with quarterly reporting ‘in response to their investors’ demands or to remain aligned with peer companies.’
Thompson Coburn partner Michele Kloeppel noted another complication. ‘The proposal would make semi-annual reporting optional, unlike in the UK and EU where the requirement was effectively made mandatory,’ she said. ‘There likely will be reticence for companies to go to a semi-annual standard until their peers do.’
Even so, she warned that choosing to remain on Form 10-Q should not be read as support for the status quo. ‘A decision to remain a quarterly reporting company would not be a vote in favor of all Form 10-Q requirements,’ she explained. ‘Many companies find them quite onerous.’
Commissioner Peirce said an alternative approach could be to reduce disclosure load: ‘Accordingly, an approach that focuses on slimming down the Form 10-Q – instead of or in addition to making it optional – could be helpful.’ She asked: ‘Should we adjust the reporting burden rather than adjusting whether that burden is quarterly?’
Quality vs cadence
In a statement, the Investment Company Institute (ICI) said investors will focus on substance. ‘ICI members care deeply about the quality of the information they receive. This is more important than the frequency of reports,’ the group said.
‘Athe SEC considers potential changes to the current quarterly reporting requirements for public companies, it is important to strike a balance between reducing unnecessary compliance burdens and preserving the quality disclosure framework that underpins investor confidence and effective price discovery.’
ICI also said it ‘supports a thoughtful review of disclosure requirements to ensure that investors receive decision-useful information’ and concluded: ‘Well-calibrated disclosure will always be essential for investors.’
The Long-Term Stock Exchange (LTSE), which petitioned the SEC in September 2025 to create an optional biannual regime, called the proposal ‘an important step toward modernizing market structure to better support long-term value creation,’ in a statement. Founder Eric Ries added: ‘We founded LTSE to address the structural pressures that drive short-term decision-making in public markets. This proposal reflects a simple idea: companies and investors benefit when disclosure emphasizes long-term fundamentals rather than short-term expectation management.’
For issuers, the proposal sets up a familiar tradeoff: fewer required interim filings could ease compliance load but companies that opt in would need to manage expectations around comparability, analyst coverage and voluntary updates.
On accountability, Kloeppel said that even with half-yearly filings she would ‘still expect continued quarterly board and committee meetings’ and that management would continue to provide reporting to directors ‘consistent with current practice.’ Walsh said investors may need to be ‘a bit more creative’ by relying on ‘press releases and Form 8-Ks,’ and suggested they can press for more disclosure ‘through activist strategies… or through the shareholder proposal process.’
It is unclear if industry will widely adopt the SEC’s newly proposed voluntary semiannual reporting, now open for public comment.
Natalie Bannerman
Natalie is a former telecoms and infrastructure journalist, a role she held for nearly seven years. Before this, she worked in the B2C startup space, covering lifestyle, arts and culture reporting. As senior reporter for Governance Intelligence she...
