SEC Proposes Optional Semiannual Reporting On New Form 10-S

On May 5, 2026, as previously previewed, the SEC proposed an option that would allow domestic Exchange Act reporting companies to file a single semiannual report on new Form 10-S instead of three quarterly reports on Form 10-Q. The proposal includes comprehensive conforming amendments to Regulations S-X and S-K, the Exchange Act reporting rules, and Securities Act and Exchange Act forms and definitions. Its stated goals are to provide flexibility, reduce compliance burdens, and simplify the “age of financial statements” framework—all while preserving timely, material disclosure through Form 8-K and existing antifraud protections. Comments are due 60 days after Federal Register publication.

Executive summary

A registrant would elect semiannual reporting by checking a new box on the cover of its Form 10-K, then file one interim report on Form 10-S within 40 or 45 days of its first fiscal semiannual period end (depending on filer status); the second half-year would be subsumed in the Annual Report on Form 10-K. Separately, the SEC has proposed a consolidation and modernization of Regulation S-X’s “age of financial statements” rules—principally by folding Rule 3-12 into Rule 3-01 and aligning interim updating to the most recently completed quarter or semiannual period—along with numerous technical amendments so that rules and forms reference semiannual reporting and Form 10-S where appropriate.

Semiannual reporting framework: Exchange Act Rules 13a-13 and 15d-13; new Form 10-S

Current framework or baseline

Under current Rules 13a-13 and 15d-13, domestic issuers file three quarterly reports on Form 10-Q—due within 40 days for large accelerated and accelerated filers, 45 days for all others—with the fourth quarter reported in the annual report on Form 10-K. Form 10-Q includes reviewed interim financial statements under U.S. GAAP, narrative disclosures (MD&A, market risk, legal proceedings, risk factor updates, controls and procedures), specified exhibits and certifications, and Inline XBRL tagging.

What the SEC is proposing and why

The Commission’s proposal would permit issuers to elect semiannual reporting by filing one Form 10-S covering the first six months of the fiscal year, which would be due within the same 40/45-day window (depending on filer status) measured from the semiannual period end. The second six months would fold into the Form 10-K—mirroring how the fourth quarter is handled today. The stated rationale is to reduce costs and short-term pressures while preserving timely, material disclosures via Form 8-K and existing antifraud provisions.

The election would be made via a single check box on the Form 10-K cover page indicating whether the issuer will file semiannual reports for the following fiscal year; leaving it unchecked defaults to quarterly reporting. The election must be renewed annually. The same check box would appear on Securities Act registration statements (Forms S-1, S-3, S-4, S-11) and Exchange Act registration on Form 10, setting the planned interim cadence from the outset for companies entering the reporting system.

Once elected, the cadence is locked for that fiscal year. Mid-year switches are not permitted—though the proposal would allow a Form 10-K amendment to correct an inadvertent check-box error if filed no later than the due date for the first Form 10-Q that would otherwise have been required.

Form 10-S would require the same narrative items and interim financial information as Form 10-Q, but for the six-month period. The interim financials must be prepared under U.S. GAAP, reviewed by an independent public accountant, and tagged in Inline XBRL. The same disclosure controls, internal control over financial reporting (ICFR) framework, exhibits, and certifications applicable to Form 10-Q would carry over.

Key compliance implications and practical considerations (if adopted)

Companies will need to plan their election decision and investor communications carefully. An election made on the Form 10-K filed in March 2027 (for fiscal year ended December 31, 2026), for example, would require the company to make one Form 10-S filing in August 2027 for the six months ended June 30, 2027. Reverting to quarterly reporting the following year would require preparing comparable prior-year quarterly financial statements previously subsumed within the semiannual Form 10-S—and ensuring the auditor review covers the reintroduced quarterly comparatives.

Item 2.02 of Form 8-K would be amended to reference to completed semiannual periods in addition to its current references to completed quarterly and annual periods. Like disclosures made in a filed 10-Q or 10-K, disclosures made in a filed Form 10-S would not separately trigger Item 2.02. 

The Rule 10b5-1 cooling-off period for directors and officers would be conformed to the later of (i) ninety days after the adoption of the contract, instruction or plan or (ii) two business days following the disclosure of the issuer's financial results in a Form 10-Q, 10-S or Form 10-K for the completed fiscal quarter in which the plan was adopted.

Regulation S-X amendments: age of financial statements, Article 10/Article 8 updates, and consolidation of Rule 3-12 into Rule 3-01

Current framework 

Rule 3-01 currently sets filing-date “age” requirements keyed to balance sheet dates; Rule 3-12 sets effective-date “staleness” thresholds for registration and proxy statements; and Rule 8-08 provides analogous rules for smaller reporting companies. In practice, Rules 3-01 and 3-12 generally align, while Articles 10 (Rule 10-01) and 8 (Rule 8-03) prescribe the form and content of interim financial statements.

Proposal and rationale

The Commission would consolidate Rule 3-12 into Rule 3-01 to streamline the age-of-financial-statements regime. The proposed amendments reflect the replacement of references to filing dates from the current text of “within” a certain number of days after a milestone (e.g., filing date or end of the fiscal year or quarter) to “more than” or “no more than” a certain number of days. The Commission believes this will clarify the filing requirements and ensure alignment of financial statement updating dates with the Forms 10-K, 10-Q, and 10-S filing deadlines. A registration or proxy statement filed on the same date a periodic report is due would be required to include the financial statements required in that periodic report.

For interim updating, a registrant would include interim financial statements as of the end of the most recently completed fiscal quarter (quarterly filers) or first semiannual period (semiannual filers) that has been filed or is required to be filed in a Form 10-Q or Form 10-S on or before the filing date. Non-reporting registrants would apply this requirement as if they were required to file those forms.

Articles 10 and 8 would be amended to define “interim” by filer type and to specify semiannual statement presentations for Form 10-S. Required presentations include balance sheets at the end of the first semiannual period and the prior fiscal year end, plus statements of comprehensive income and cash flows for the semiannual year-to-date period and the comparable prior-year period. Semiannual filers could optionally present a cumulative twelve-month period ending as of the semiannual date.

The proposal would expressly require auditor reviews of interim financial statements included in Form 10-S, paralleling Rule 10-01(d)’s review requirement for Form 10-Q. It would also restore a technical instruction in Rule 8-03 regarding management adjustments that was inadvertently deleted in a prior update.

Potential compliance implications and practical considerations 

Registration and proxy statements would determine “staleness” by reference to the end of the most recently completed interim period reported or due on Form 10-Q or Form 10-S. This promotes alignment between semiannual and quarterly filers and eliminates one- or two-day variances that can occur under current day-count conventions—a change that will affect offering calendars and diligence for issuers electing semiannual reporting.

Smaller reporting companies would see conforming revisions to Rule 8-08 mirroring the reorganized Rule 3-01 structure, with interim updating following the same “filed or due” standard keyed to Form 10-Q or Form 10-S—reducing complexity when preparing registration statements.

On interim statement content, the amendments clarify that quarterly sub-totals in the statement of changes in stockholders’ equity apply only to quarterly filers—avoiding inadvertent application to semiannual filers—and reinforce the requirement to file the independent accountant’s “preferability” letter in the first Form 10-Q or Form 10-S after a material accounting change.

Transition reports: Exchange Act Rules 13a-10 and 15d-10

Current framework or baseline

Rules 13a-10 and 15d-10 govern reporting when an issuer changes its fiscal year or upon succession—including when and how to file transition reports and what content is required. Under current rules, transition reports can be filed on the form appropriate to the period length, with specified deadlines.

Proposal and rationale

The proposal would update these transition-report rules to accommodate both quarterly and semiannual filers. Quarterly filers could use Form 10-Q for a transition period of less than six months; semiannual filers could use Form 10-S. Deadlines would be 40/45 days for interim transition reports and 60/75/90 days for annual transition reports, depending on filer status. The amendments also provide detailed instructions for filing interim reports around a fiscal year-end change, including exceptions for very short (one month or less) transition periods.

Potential compliance implications and practical considerations 

Issuers contemplating a fiscal year-end change should consider whether a semiannual or quarterly interim transition report best fits the new cadence, confirm the correct deadlines, and plan comparative information needs. The rules allow alternative comparable periods with appropriate discussion where recasting is impracticable.

Regulation S-K, proxy rules, Exchange Act definitions and certifications, and other technical conforming amendments

Current framework 

Numerous rules, definitions, and forms across the Securities Act, Exchange Act, Regulations S-K and S-T, and related regimes reference quarterly reporting concepts, Form 10-Q, or quarters—and some tie thresholds or determinations to a filer’s second fiscal quarter.

What the SEC is proposing and why

The Commission proposes two new definitions—“quarterly filer” and “semiannual filer”—in Exchange Act Rule 12b-2 and Securities Act Rule 405 to anchor rule text referencing filer type. In parallel, it would adjust accelerated filer and large accelerated filer determination points to reference the last business day of the most recently completed first fiscal semiannual period for semiannual filers, aligning threshold tests across filer types. The smaller reporting company re-determination point would similarly shift to the end of the first fiscal semiannual period for semiannual filers.

Regulation S-K items would be updated to reference Form 10-S wherever they currently reference Form 10-Q—spanning Items 101, 103, 201, 302, 303, 308, 402, 407, 408, 601, 701, and 1100, as well as Regulation M-A Item 1010. Examples include audit fee disclosure in Schedule 14A Item 9(e)(1), exhibit filing triggers for material contracts and instruments in Item 601, incorporation-by-reference provisions for reports to security holders, and “material changes” disclosure in registration statement items. These edits ensure cross-references to interim reports capture either quarterly or semiannual filings.

Form cover pages and items would be revised to reflect semiannual reporting and add the election check box on Forms S-1, S-3, S-4, S-11, 10, and 10-K. Forms F-1, F-3, F-4, and F-10 items would be updated to reference Form 10-S in incorporation-by-reference and “material changes” items for foreign private issuers (FPIs) that use domestic forms or cross-reference domestic reports.

Regulation S-T would be amended so that cover page Inline XBRL tagging explicitly applies to Form 10-S. The incorporation-by-reference rules would also require electronic filing of incorporated portions of annual, semiannual, or quarterly reports to security holders.

The Form 12b-25 late-filing notice would be amended to add Form 10-S to the list of covered reports and to provide the same five-day extension for Form 10-S as for Form 10-Q. 

Issuer safe harbor and research report provisions would be conformed to include semiannual references. Affected rules include Securities Act Rules 138, 139, and 139b; Rule 144’s note referencing current public information; Securities Act Rule 175 and Exchange Act Rule 3b-6 safe harbors for forward-looking statements; and Trust Indenture Act Rule 0-11.

Other Exchange Act rules would be conformed—including Rule 3a55-1 (market capitalization methodology), beneficial ownership Rule 13d-1, proxy rules 14a-5 and 14a-8, and foreign private issuer 6-K instructions—to ensure references to interim reports encompass Form 10-S where relevant.

CEO/CFO certification rules and controls-and-procedures rules would be amended to state explicitly that certifications, disclosure controls evaluations, and ICFR change evaluations occur each fiscal semiannual period for semiannual filers—mirroring the quarterly cadence for quarterly filers.

Potential compliance implications and practical considerations 

Issuers will need to update disclosure controls to capture the new check box and ensure consistent election disclosure across Forms 10-K and registration statements. They should also plan for cover page Inline XBRL tagging updates and revise proxy statement and exhibit practices to reference Form 10-S.

Filer status determinations currently keyed to the “last business day of the second fiscal quarter” would, for semiannual filers, shift to the last business day of the first fiscal semiannual period (which should be the same day absent a change in fiscal year). This affects accelerated filer, large accelerated filer, and smaller reporting company determinations. Registrants should model how a semiannual election could change the timing—and outcome—of these tests.

Foreign private issuers (FPIs) and investment companies

Current framework 

Foreign private issuers report on Form 20-F and furnish reports on Form 6-K. Registered investment companies are generally exempt from Form 10-Q obligations, though business development companies (BDCs) report on domestic forms.

Proposal and rationale

The Commission states the proposed amendments would not substantively affect investment companies except for BDCs and face-amount certificate companies. It proposes conforming amendments to foreign private issuer forms and rules to recognize Form 10-S references where domestic reports are incorporated.

Form 6-K General Instruction C(6) would be revised to reference periodic reports on Form 10-S alongside 10-Q, and several F-series registration statement items would be amended to address incorporation by reference of domestic semiannual reports where applicable. 

Potential compliance implications and practical considerations 

FPIs that voluntarily use domestic forms or cross-reference domestic reports in Securities Act filings should ensure cross-references capture Form 10-S where relevant—but their own periodic reporting cadence on Forms 20-F and 6-K would remain unchanged. BDCs that currently report on Forms 10-Q/10-K would be eligible to elect semiannual reporting under the same framework as other domestic issuers.

Key takeaways and action items if considering semiannual reporting

• Assess whether semiannual reporting would lower compliance costs without undermining investor relations; map the annual Form 10-K election timing and downstream Form 10-S deadline.
• Update disclosure controls, certification workflows, and Inline XBRL processes to accommodate the semiannual cadence and Form 10-S cover page tagging.
• Coordinate with auditors on interim review scope and timing for semiannual statements. If contemplating a future return to quarterly reporting, ensure readiness to prepare and review comparable prior-year quarters.
• Recalibrate offering calendars and staleness analyses under revised Rules 3-01 and 8-08, including the “filed or due” interim updating trigger for registration and proxy statements.
• Revisit investor communications strategy—including continued or modified use of Item 2.02 earnings releases—and update insider trading policies to reflect Rule 10b5-1 cooling-off mechanics keyed to Form 10-S.
• Model accelerated filer, large accelerated filer, and smaller reporting company thresholds using semiannual determination dates to understand the status impacts of a cadence change.