The U.S. Securities and Exchange Commission has proposed amendments that would allow public companies to file semiannual reports instead of quarterly reports, marking a potentially significant shift in the SEC’s approach to periodic disclosure obligations and public company regulation.

Announced May 5, 2026, the proposal would create a new optional reporting framework under which companies subject to Exchange Act Sections 13(a) or 15(d) could elect to file a new Form 10-S on a semiannual basis in place of the traditional quarterly Form 10-Q. Companies choosing the alternative reporting structure would file one semiannual report and one annual report each fiscal year instead of three quarterly reports and one annual report.

The proposal reflects a broader deregulatory agenda under SEC Chair Paul Atkins, who has emphasized reducing compliance burdens on public companies and encouraging more companies to enter and remain in the public markets. In a statement accompanying the proposal, Atkins characterized the current quarterly reporting framework as unnecessarily inflexible.

"Public companies have an obligation under the federal securities laws to provide information that is material to investors," Atkins stated. "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."

Proposed Framework for Semiannual Reporting

Under the proposed amendments, eligible public companies could elect to replace quarterly reporting obligations with a single semiannual filing on new Form 10-S. The proposed filing deadline for Form 10-S would be either 40 or 45 days after the end of the first semiannual period, depending on the issuer’s filer status.

A move to semiannual reporting will have broad implications not only for reporting companies, but also for the accounting and auditing professions, and for investors, as the pace of required disclosure would slow from three months to six months, leaving information known only inside the company for a longer period of time.

The SEC also proposed related amendments to Regulation S-X, which governs financial statement requirements for periodic reports, registration statements, and proxy materials. Importantly, the proposal would not eliminate companies' obligations to disclose material information under the federal securities laws. Companies would remain subject to existing Form 8-K disclosure obligations and other anti-fraud and disclosure requirements.

The SEC emphasized that the framework is intended to provide flexibility rather than impose a one-size-fits-all reporting cadence. Atkins identified several factors companies may consider in evaluating whether semiannual reporting is appropriate, including compliance costs, investor expectations, cost of capital considerations, business development stage, and alternative disclosure channels such as earnings calls and Form 8-K filings.

Debate Over Quarterly Reporting Continues

The SEC’s proposal revives a longstanding policy debate over whether quarterly reporting requirements encourage excessive short-term decision-making by public company management.

Supporters of reducing reporting frequency argue that quarterly reporting pressures executives to prioritize short-term earnings performance over long-term strategic investments, including innovation, workforce expansion, and operational growth. Proponents also contend that reducing reporting obligations could decrease compliance costs and make U.S. public markets more attractive to growth-oriented companies and foreign issuers looking to list in the U.S.

Critics, however, argue that less frequent reporting could impair market transparency and reduce investors' access to timely financial and operational information. Opponents contend that reducing disclosure frequency may widen information gaps between companies and investors, diminish market efficiency, and delay identification of emerging financial or operational concerns.

Part of a Broader SEC Disclosure Review

The proposal also signals that the SEC may pursue additional reforms to public company disclosure requirements in the coming months. Atkins characterized the semiannual reporting proposal as only the "first step" in a larger initiative to review and potentially reshape the SEC’s framework governing public company reporting obligations and capital formation.

For instance, Atkins indicated that SEC staff are actively evaluating broader amendments to Regulation S-K, including disclosure obligations implicated by interim reporting requirements. He also encouraged the Financial Accounting Standards Board to consider whether existing accounting standards appropriately focus on material information rather than requiring disclosure of immaterial information.

Key Takeaways for Public Companies

The SEC’s proposal reflects continued movement toward a more business-friendly and principles-based regulatory framework under current commission leadership. Although the proposal remains subject to public comment and further SEC action before becoming effective, public companies and market participants should closely monitor developments.

Companies may wish to evaluate whether semiannual reporting could meaningfully reduce compliance costs and administrative burdens without adversely affecting investor confidence, contractual business relationships, analyst coverage, or shareholder engagement. A change to semiannual reporting, however, does not alter what information must be provided to investors, such as Management’s Discussion and Analysis, material risk factors, and the form and content of the company’s financial statements. Public companies also should continue maintaining robust disclosure controls and procedures, particularly regarding material event reporting through Forms 8-K and other investor communications.

The public comment period for the proposal will remain open for 60 days following publication of the proposing release in the Federal Register. Members of the public, including individuals, are encouraged to submit comments and actively engage in the process.

For more information, please contact us or your regular Parker Poe contact. Click here to subscribe to our latest alerts and insights.