As anticipated, the Securities and Exchange Commission (the “SEC”) released on May 5 proposed rules (the “Proposal”) that would permit companies to choose to report semiannually on new Form 10 S instead of continuing to report quarterly on Form 10-Q. The Proposal follows a prior push for semiannual reporting in 2018, spurred by public support for the change from President Trump, and is similar to reporting leeway provided to public companies listed internationally in the United Kingdom and European Union. It is also part of SEC Chairman Paul S. Atkins’ initiative to “make IPOs” great again” by reducing the regulatory burden on public companies and thereby encouraging more private companies to enter the public markets.

The key features of the Proposal are:

• Optional Semiannual Reporting via an Annual Election on Form 10-K
  • Quarterly reporting on Form 10‑Q would become optional, with semiannual reporting on a new Form 10‑S established as the minimum interim reporting frequency for Exchange Act registrants.
  • Companies would make an annual reporting‑frequency election via a checkbox on the cover page of Form 10‑K. Checking the box would elect semiannual reporting on Form 10‑S, while leaving the box unchecked would require continued quarterly reporting on Form 10‑Q.
  • The election would be binding for the following fiscal year (i.e., to make an election for 2027 interim reports, a calendar year company would check the box for semiannual reporting in its 2026 Form 10-K filed in early 2027). 
  • Inadvertent elections on the Form 10-K could be corrected by amendment, provided the amendment is filed as soon as practicable after discovery of the error and no later than the due date of the company’s first Form 10‑Q for the applicable fiscal year.
• Companies Entering the Public Market to Make First Election on Registration Statement
  • A similar check box would also be added to the cover pages of registration statements on Forms S-1, S-3, S-4, S-11, and Form 10. 
  • The election made in the registration statement would govern the interim financial statements required to be included in the registration statement and would determine the company’s reporting cadence under the Exchange Act until the filing of its first Form 10‑K.
• Substance and Timing of Form 10-Q and Form 10-S
  • The Proposal would largely align the content of Form 10‑S with Form 10‑Q, requiring the same categories of disclosure, but presented for a six‑month period rather than a quarterly period.
  • Companies electing semiannual reporting would be required to file their Form 10‑S within 40 or 45 days (depending on filer status) after the end of the first semiannual period, mirroring the current filing deadlines applicable to Form 10‑Q.
• Conforming Amendments to Other Regimes Contemplated
  • Recognizing that the existing federal securities framework is structured around quarterly reporting, the Proposal contemplates the need for amendments to existing regulations, including regulations of the SEC and other Federal agencies.  The Proposal also acknowledges stock exchange listing standards and accounting and auditing standards, which may require amendment to reflect optional semiannual reporting, such as PCAOB auditing standards governing auditor comfort letters.
  • Proposed amendments to Regulation S-X include streamlining the age of financial statements framework by consolidating existing requirements into a revised Rule 3‑01, eliminating Rule 3‑12, and conforming Rule 8‑08. As revised, Rule 3‑01 would clarify when audited annual versus interim financial statements must be included in periodic reports, registration statements, and proxy materials, and would align updating requirements with filing, effectiveness, and mailing dates (treating registration statement effectiveness and proxy mailing as the equivalent of a filing date).
  • Additional proposed amendments to Regulation S-X would simplify interim financial statement updating requirements by tying inclusion in registration statements and proxy materials to the most recent quarter or semiannual period required to be filed on Form 10‑Q or Form 10‑S.

The Proposal acknowledges that companies electing to report semiannually may voluntarily disclose financial results more frequently through other channels (e.g., earnings releases, earnings guidance and/or conference calls), noting that such communications would still be subject to Form 8-K reporting requirements and Regulation FD.

The SEC is seeking public comment on the Proposal on or before July 6, 2026.