On May 5, 2026, the Securities and Exchange Commission (the “SEC”) proposed rules that would allow reporting companies to elect to provide interim financial statements on a semiannual basis, versus the current quarterly cadence, by “checking-the-box” when they file their next Annual Report on Form 10-K. Issuers conducting an IPO, direct listing or other “go-public” transaction would similarly be able to “check-the-box” on the cover of their S-1 registration statement and opt out of quarterly reporting. Importantly, for such “going-public” issuers, the proposed rules would amend the financial statement staleness provisions and allow them to include semiannual interim financial statements in their initial registration statements. The proposed rules allowing for semiannual reporting are part of a larger push by the SEC under the leadership of Chairman Atkins to reduce burdens on reporting companies and flatten the “IPO on-ramp” for newly public companies.
Currently, companies subject to reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) must file three quarterly reports on Form 10-Q for each fiscal year, in addition to an annual report on Form 10-K. Companies completing a “go public” transaction must refresh their interim financial statements to the most recently completed quarter to avoid staleness prior to becoming public. Under the proposed rules, these companies would have the option to elect to file a semiannual report in place of the three quarterly reports, and newly public companies would only need to include semiannual financials (if any) in their initial registration statement.
Filing of semiannual reports would be on a new Form 10-S. The new Form 10-S would require the same narrative disclosure and financial information as is currently required on Form 10-Q but would instead cover the prior six-month period.
There are no proposed changes to Annual Report deadlines and the filing deadlines for semiannual reports on Form 10-S would mirror the reporting deadlines for current second-quarter reports (40 and 45 days following the end of the covered six-month period for Accelerated Filers and Non-Accelerated Filers, respectively). Similarly, no changes are proposed for rules related to earnings releases and the requirements to file Current Reports on Form 8-K will not change. Accordingly, under the proposed rules issuers may elect to provide semiannual financial statements while still providing quarterly earnings releases.
Companies considering whether to elect semiannual reporting if the proposed rules are adopted should carefully evaluate several factors before making this decision. First, companies should assess whether the reduced frequency of financial disclosure could negatively impact investor confidence or analyst coverage, particularly if competitors continue quarterly reporting and maintain more frequent communication with the market. Second, companies should consider whether their business model involves significant volatility, rapid growth, or material fluctuations that would make six-month reporting periods less transparent to investors compared to quarterly updates. Third, management should evaluate whether the potential cost savings from reduced reporting frequency, including lower audit fees, reduced internal accounting resources, and decreased compliance costs, justify any potential impact on stock liquidity or valuation multiples that could result from less frequent financial disclosure. Fourth, companies should analyze whether their investor base, including institutional investors, has expressed preferences regarding reporting frequency and whether a shift to semiannual reporting could affect their willingness to hold or acquire the company’s securities. Further, companies should consider the competitive dynamics within their industry and whether adopting semiannual reporting could place them at an informational disadvantage relative to peers who maintain quarterly reporting, even if both companies issue quarterly earnings releases under Form 8-K. These considerations are particularly critical for newly public companies evaluating the semiannual option in their initial registration statements, as the choice may influence investor perception during the critical period following the IPO.
The proposed rule is summarized in the SEC’s Fact Sheet. The public comment period will remain open for 60 days following publication of the proposed rules in the Federal Register. We will monitor this proposal and provide updates as appropriate. In the interim, if you have any questions about this proposal, please contact a member of Harter Secrest & Emery LLP’s Securities and Capital Markets group.