SEC proposes semiannual reporting for U.S. domestic issuers; could reduce costs and burdens of reporting

SEC proposes semiannual reporting for U.S. domestic issuers; could reduce costs and burdens of reporting

SEC proposes to allow semiannual reporting for domestic issuers | White & Case LLP

SEC proposes to allow semiannual reporting for domestic issuers

White & Case Publishes Survey of FPI “Semiannual” Reporting Practices

On May 5, 2026, the Securities and Exchange Commission (“SEC”) issued a landmark proposal that would allow domestic SEC reporting companies to satisfy their interim reporting obligations by filing semiannual reports on new Form 10-S instead of quarterly reports on Form 10-Q.1

Under the SEC’s proposal, domestic companies could elect to file one semiannual report and one annual report for each fiscal year, in lieu of three quarterly reports and one annual report. The SEC also proposed changes to Regulation S-X so that financial statements in registration statements filed by semiannual filers would not be considered “stale.” Public comments on the SEC’s proposal should be received on or before July 6, 2026.

The SEC’s proposing release, which followed President Trump’s Septembersocial media postthat had called for a switch from quarterly to semiannual reporting, is designed to provide flexibility to “enable public companies to choose the interim reporting frequency that would best serve the company and its investors” and to ultimately “encourage more companies to go and remain public by reducing costs and burdens associated with Exchange Act reporting.”2Companies would need to consider a number of factors in their choice of reporting frequency, as addressed later in this client alert, including the costs and time of preparing quarterly reports versus semiannual reports, investor expectations, reporting obligations under debt agreements, effects on capital markets offerings, the nature of a company’s business model and other avenues of quarterly disclosure to investors. It will also be crucial for such companies to consider the existing practices of public companies that already operate under a mandatory semiannual reporting regime, i.e., foreign private issuers, as explained below in ourWhite & Case Survey of Foreign Private Issuer Practices.

Key aspects of the SEC’s proposal include the following:

Optional semiannual reporting:If adopted, the proposal would allow public companies to elect to file semiannual reports on the SEC’s new “Form 10-S”, rather than quarterly reports on Form 10-Q. Companies that do not elect the semiannual option would continue to file quarterly reports on Form 10-Q. Either option would still permit a company to issue quarterly earnings releases.The election to report semiannually must be made annually by checking a checkbox on Form 10-K for semiannual reporting and cannot be changed mid-year.

If adopted, the proposal would allow public companies to elect to file semiannual reports on the SEC’s new “Form 10-S”, rather than quarterly reports on Form 10-Q. Companies that do not elect the semiannual option would continue to file quarterly reports on Form 10-Q. Either option would still permit a company to issue quarterly earnings releases.

The election to report semiannually must be made annually by checking a checkbox on Form 10-K for semiannual reporting and cannot be changed mid-year.

New “Form 10-S” for semiannual reports:The Form 10-S would require the same narrative disclosures and financial information as Form 10-Q, but covering a six-month period rather than a fiscal quarter and would have similar deadlines (40 days after the end of the fiscal period for large accelerated and accelerated filers and 45 days for non-accelerated filers).Interim financial statements would be prepared in accordance with US GAAP, reviewed by an auditor (not audited), and tagged in Inline XBRL, and the existing disclosure controls

changes in internal controls over financial reporting (“ICFR”) disclosure and Sarbanes-Oxley certification framework would apply (but all of these on a semi-annual, rather than on a quarterly basis).

The Form 10-S would require the same narrative disclosures and financial information as Form 10-Q, but covering a six-month period rather than a fiscal quarter and would have similar deadlines (40 days after the end of the fiscal period for large accelerated and accelerated filers and 45 days for non-accelerated filers).

Interim financial statements would be prepared in accordance with US GAAP, reviewed by an auditor (not audited), and tagged in Inline XBRL, and the existing disclosure controls

changes in internal controls over financial reporting (“ICFR”) disclosure and Sarbanes-Oxley certification framework would apply (but all of these on a semi-annual, rather than on a quarterly basis).

Conforming amendments to Regulation S-X:These would include, among others, amending the requirements governing the age of financial statements to help ensure that, when semiannual filers file registration statements, their financial statements in those registration statements are not considered “stale” under existing rules built along a quarterly framework.

II. Detailed Summary of Proposed Changes

The proposal would amend the Securities Exchange Act of 1934 (the “Exchange Act”) Rules 13a-13 and 15d-13 to allow reporting companies to elect to file semiannual reports on new Form 10-S, rather than quarterly reports on Form 10-Q. Companies that do not elect this option would continue to file quarterly reports on Form 10-Q. Domestic companies electing semiannual reporting would file one semiannual report and one annual report for each fiscal year (with the second semiannual period subsumed in the annual report on Form 10-K), in lieu of three quarterly reports and one annual report. Importantly, either option (quarterly or semiannual reporting) would still permit a company to issue quarterly earnings releases and hold regular quarterly earnings conference calls.

Reporting companies would make the election to become semiannual filers by marking a check box on the cover page of the annual report on Form 10-K and then begin filing Form 10-S, or leave the box blank and continue filing on Form 10-Q, starting with the first interim period of that new fiscal year. The election would apply for the full fiscal year, with no mid-year switching. Checkboxes would also be added to Securities Act registration statements (Forms S-1, S-3, S-4, and S-11) and Exchange Act registration statements on Form 10, as applicable, to allow companies that have not yet filed Exchange Act reports to make their initial election.

If a company that had been filing semiannually chooses to revert to quarterly reporting, the company will need to plan for this switch and leave sufficient time to prepare the financial statements for the comparable prior year quarterly periods that were not separately presented in its semiannual reports, including ensuring that an independent public accountant has reviewed the comparable prior year quarterly periods.3

If a company were to “mistakenly leave the check box unmarked or incorrectly mark the check box,” the proposal would permit companies to amend their Form 10-K to correct any such inadvertent mistakes. However, such corrective amendments would be required to be filed as soon as practicable after discovery of the mistake but no later than the due date by which the company’s first Form 10-Q report would be required to be filed for the fiscal year in which the initial Form 10-K with the erroneous election was filed. A Form 10-K amendment solely to correct a check box error will not require the refiling of Sarbanes-Oxley Section 302 and 906 certifications and will not impact the company’s timeliness when determining eligibility to use Form S-3.

2. New Form 10-S Requirements

Companies opting to become semiannual filers would file their interim, half-year reports on new Form 10-S, which would require the same narrative disclosures and financial information as Form 10-Q, but cover a six-month period rather than a fiscal quarter. Specifically:

Form 10-S would include disclosures such as Management’s Discussion and Analysis (“MD&A”), legal proceedings, material risk factor updates, unregistered equity sales and use of proceeds, defaults on senior securities, director nomination procedures, director and officer trading plan disclosures, and required exhibits under Item 601 of Regulation S-K;

Form 10-S interim financial statements would be prepared in accordance with US GAAP, reviewed by an auditor (but would not be required to be audited), and tagged in Inline XBRL. Semiannual filers could still voluntarily include quarterly financial information within Form 10-S, and if they do so within the financial statements, that quarterly information would be subject to auditor review as well;

The existing disclosure controls and ICFR disclosure, and Sarbanes-Oxley Section 302 and 906 certifications, would apply to the semiannual reporting period covered by Form 10-S in the same manner as these requirements apply to Form 10-Q quarterly periods;4and

The Form 10-S due date would match the Form 10-Q deadlines, with the Form 10-S due 40 days after the semiannual period for large accelerated and accelerated filers and 45 days after the semi-annual period for non-accelerated filers.

3. Amendments to Regulation S-X

Currently, the “age of financial statements” requirements in Regulation S-X are built around a quarterly framework, so the proposal includes amendments to Regulation S-X to ensure that semiannual filers’ financial statements in registration statements, periodic reports and other filings would not become “stale” under existing rules.

Specifically, under current Rule 3-12 of Regulation S-X, a reporting company must measure backwards from the effective date of a registration statement, or the mailing date of a proxy statement that is required to include financial statements, to determine whether its filed interim financial statements are dated within the applicable 130-day or 135-day window. Under the newly proposed S-X Rule 3-01(c)(2), the reporting company would instead be required to include only the interim financial statements required to be filed in the most recent Form 10-Q or Form 10-S as of the filing date of the registration statement.

As a result, the proposed revised model for when interim financial statements must be included in registration statements and proxy statements would tie the updating requirement to the most recent quarter (for quarterly filers) or semiannual period (for semiannual filers), rather than counting backward from effectiveness using a 130

135-day window as currently required. This is intended to simplify the rules and align registration statement (and proxy statement) updating with the Form 10-Q and proposed new Form 10-S deadlines.5 6

The proposing release acknowledges that this approach could mean that, in some situations, investors reviewing a semiannual filer’s registration statement may receive interim financial statements that are less current than what would be required today in a registration statement for quarterly filers, framing that as part of the regulatory burden reduction and alignment with the new semiannual periodic reporting model.

III. Extensive Requests for Public Comments, Due July 6, 2026

Changes to the cadence of SEC reporting were last considered during the first Trump administration, and the Commission already had a strong base of comments and other information to work with as it prepared this proposal. The proposing release includes extensive requests forcomments, including on:

whether the option should be available to all current Form 10-Q filers or only certain filers, and whether certain categories of issuers should be excluded;7

whether filing deadlines for Form 10-S should differ from Form 10-Q;

whether semiannual reporting would impact an investor’s ability to compare same-company performance over time, or the ability to compare relative peer company performance of a quarterly and a semiannual filer;

whether investors need e